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                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

                      AMENDED AND RESTATED CREDIT AGREEMENT

                                      among

                              WILLBROS GROUP, INC.

                AND THE DESIGNATED SUBSIDIARIES FROM TIME TO TIME

                           as Borrowers and Guarantors

               THE FINANCIAL INSTITUTIONS NOW OR HEREAFTER PARTIES
                                     HERETO

                                    as Banks

                         CREDIT LYONNAIS NEW YORK BRANCH

               as Lead Arranger, Book Runner, Administrative Agent

                                and Issuing Bank

                                       and

                                    CIBC INC.

                              as Syndication Agent

                                 March 12, 2004

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                                TABLE OF CONTENTS

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ARTICLE I             DEFINITIONS.....................................................................       1

         1.1      Defined Terms.......................................................................       1

         1.2      Other Definitional Provisions.......................................................      32

ARTICLE II            LOANS...........................................................................      34

         2.1      Loans...............................................................................      34

         2.2      Loan Accounts and Notes.............................................................      35

         2.3      Procedure for Borrowing.............................................................      36

         2.4      Conversion and Continuation Elections...............................................      37

         2.5      Optional Prepayments of Loans.......................................................      38

         2.6      Mandatory Prepayments of Loans......................................................      39

         2.7      Repayment of Loans..................................................................      40

         2.8      Interest............................................................................      40

         2.9      Affiliates; Lending Offices.........................................................      41

ARTICLE III           LETTERS OF CREDIT...............................................................      41

         3.1      Issuance of Letters of Credit.......................................................      41

         3.2      Use of Letters of Credit............................................................      42

         3.3      Issuance Procedures.................................................................      43

         3.4      Drawings and Reimbursements.........................................................      44

         3.5      Cash Collateralization..............................................................      46

         3.6      Role of the Issuing Bank............................................................      46

         3.7      Obligation to Reimburse for, or Participate in, Letters of Credit...................      47

         3.8      Indemnification by the Banks........................................................      48

         3.9      Special Provisions Relating to Commercial LCs.......................................      48

         3.10     Additional Costs in Respect of Letters of Credit....................................      49

         3.11     Change of Status of Letter of Credit and Indemnity..................................      50

ARTICLE IV            AVAILABILITY AND COLLATERAL SECURITY............................................      51

         4.1      Determination of Gross Borrowing Base; Borrowing Base Components....................      51

         4.2      Borrowing Base Reporting............................................................      52

         4.3      Audits of Collateral................................................................      53

         4.4      Net Borrowing Base..................................................................      53
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         4.5      Elections to Participate and Elections to Terminate.................................      53

         4.6      Voluntary Termination or Reduction of Commitments...................................      54

         4.7      Mandatory Reduction of Total Commitment.............................................      54

         4.8      [RESERVED]..........................................................................      54

         4.9      Collateral Security and Post-Closing Items..........................................      54

ARTICLE V             FEES; PAYMENTS; TAXES; CHANGES IN CIRCUMSTANCES.................................      55

         5.1      Commitment Fees.....................................................................      55

         5.2      Agent's Fee.........................................................................      55

         5.3      Letter of Credit Fees...............................................................      55

         5.4      Computation of Fees and Interest....................................................      56

         5.5      Payments by the Borrowers...........................................................      57

         5.6      Payments by the Banks to the Agent..................................................      58

         5.7      Default Interest....................................................................      59

         5.8      Taxes...............................................................................      59

         5.9      Sharing of Payments, Etc............................................................      63

         5.10     Illegality..........................................................................      63

         5.11     Increased Costs and Reduction of Return.............................................      64

         5.12     Funding Losses......................................................................      65

         5.13     Eurodollar Rate Protection..........................................................      66

         5.14     Certificates of Banks...............................................................      66

         5.15     Certain Notices Irrevocable.........................................................      66

         5.16     Subordination of Intercompany Debt..................................................      67

ARTICLE VI            REPRESENTATIONS AND WARRANTIES..................................................      70

         6.1      Corporate Existence and Power.......................................................      70

         6.2      Corporate Authorization; No Contravention...........................................      71

         6.3      Governmental Authorization..........................................................      71

         6.4      Binding Effect......................................................................      71

         6.5      Litigation..........................................................................      71

         6.6      No Default..........................................................................      72

         6.7      ERISA Compliance....................................................................      72
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         6.8      Use of Proceeds; Margin Regulations.................................................      73

         6.9      Title to Properties.................................................................      74

         6.10     Taxes...............................................................................      74

         6.11     Financial Condition.................................................................      74

         6.12     Environmental Matters...............................................................      75

         6.13     Security Documents..................................................................      76

         6.14     No Regulation Limiting Debt.........................................................      76

         6.15     Full Disclosure.....................................................................      76

         6.16     No Burdensome Restrictions..........................................................      76

         6.17     Solvency............................................................................      76

         6.18     Labor Relations.....................................................................      77

         6.19     Copyrights, Patents, Trademarks and Licenses, Patents, etc..........................      77

         6.20     Subsidiaries........................................................................      77

         6.21     Acceptable Bank Accounts and Lock Box Arrangements..................................      77

         6.22     Insurance...........................................................................      77

         6.23     Chief Executive Offices and Places of Business......................................      78

ARTICLE VII           CONDITIONS PRECEDENT............................................................      78

         7.1      Conditions Precedent to Effectiveness of this Agreement.............................      78

         7.2      Conditions Precedent to all Extensions of Credit....................................      82

         7.3      Conditions Precedent to Participation by a Designated Subsidiary....................      82

         7.4      Confirmation of Conditions Precedent and Availability...............................      84

ARTICLE VIII          AFFIRMATIVE COVENANTS...........................................................      84

         8.1      Financial Statements................................................................      84

         8.2      Certificates; Other Information.....................................................      85

         8.3      Preservation of Existence...........................................................      86

         8.4      Maintenance of Property.............................................................      87

         8.5      Insurance...........................................................................      87

         8.6      Payment of Obligations..............................................................      88

         8.7      Compliance with Laws................................................................      88

         8.8      Inspection of Property and Books and Records........................................      88

         8.9      Environmental Laws..................................................................      88
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         8.10     Notices.............................................................................      89

         8.11     Use of Proceeds.....................................................................      90

         8.12     Further Assurances..................................................................      91

         8.13     Certain Obligations Respecting Certain New Subsidiaries.............................      91

         8.14     New Material Subsidiaries...........................................................      92

         8.15     Change of Offices...................................................................      92

         8.16     Obligors............................................................................      93

         8.17     Performance of Contracts............................................................      93

ARTICLE IX            NEGATIVE COVENANTS..............................................................      93

         9.1      Limitation on Liens.................................................................      93

         9.2      Mergers and Consolidations; Dispositions of Assets..................................      94

         9.3      Acquisitions and Investments........................................................      97

         9.4      Limitation on Indebtedness..........................................................      98

         9.5      Transactions with Affiliates........................................................      99

         9.6      Contingent Obligations..............................................................      99

         9.7      Compliance with ERISA...............................................................     100

         9.8      Use of Proceeds.....................................................................     100

         9.9      Lease Obligations...................................................................     101

         9.10     Restricted Payments.................................................................     101

         9.11     Financial Indebtedness..............................................................     102

         9.12     Consolidated Tangible Net Worth.....................................................     102

         9.13     Fixed Charge Coverage Ratio.........................................................     102

         9.14     Change in Business..................................................................     103

         9.15     Change in Structure.................................................................     103

         9.16     Accounting Changes..................................................................     103

         9.17     Other Contracts.....................................................................     103

         9.18     Covenants in Other Agreements.......................................................     103

         9.19     Prepayments, Redemptions, Etc.......................................................     104

ARTICLE X             EVENTS OF DEFAULT...............................................................     104

         10.1     Events of Default...................................................................     104

         10.2     Remedies............................................................................     107
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         10.3     Cash Collateral Account.............................................................     109

         10.4     Preservation of Security for Contingent Obligations.................................     109

         10.5     Rights Not Exclusive................................................................     110

ARTICLE XI            GUARANTY........................................................................     110

         11.1     Definitions.........................................................................     110

         11.2     Guaranty............................................................................     111

         11.3     Application.........................................................................     112

         11.4     Notification........................................................................     112

         11.5     Amendments, etc. with respect to the Obligations....................................     112

         11.6     No Release..........................................................................     114

         11.7     Waivers.............................................................................     115

         11.8     Guaranty of Payment and Not of Collection...........................................     115

         11.9     Obligations Joint and Several with Other Guaranties.................................     115

         11.10    Reinstatement.......................................................................     116

         11.11    Representations and Warranties......................................................     116

         11.12    Joinder of Additional Subsidiaries..................................................     116

         11.13    Acknowledgement.....................................................................     117

         11.14    Primary Obligations.................................................................     117

         11.15    Effect of Stay......................................................................     117

         11.16    Waiver of Diligence, Etc............................................................     117

         11.17    Subrogation.........................................................................     117

         11.18    Administrative Matters..............................................................     118

         11.19    Survival; Persons Bound.............................................................     118

         11.20    Indemnification.....................................................................     119

         11.21    Intent of the Parties...............................................................     119

ARTICLE XII           AGENCY PROVISIONS...............................................................     119

         12.1     Appointment and Authorization of Agent..............................................     119

         12.2     Delegation of Duties of Agent.......................................................     120

         12.3     Liability of Agent..................................................................     120

         12.4     Reliance by Agent...................................................................     120

         12.5     Notice of Default...................................................................     121
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         12.6     Credit Decision.....................................................................     121

         12.7     INDEMNIFICATION BY BANKS............................................................     122

         12.8     Individual Capacity.................................................................     123

         12.9     Successor Agent.....................................................................     123

         12.10    Collateral Matters..................................................................     124

ARTICLE XIII          MISCELLANEOUS...................................................................     124

         13.1     Amendments and Waivers..............................................................     124

         13.2     Notices.............................................................................     125

         13.3     No Waiver; Cumulative Remedies......................................................     126

         13.4     Costs and Expenses..................................................................     126

         13.5     Indemnity...........................................................................     126

         13.6     Successors and Assigns..............................................................     128

         13.7     Assignments, Participations, Etc....................................................     128

         13.8     Confidentiality.....................................................................     129

         13.9     Set-off.............................................................................     131

         13.10    Limitation of Interest..............................................................     131

         13.11    Notification of Addresses, Lending Offices, Etc.....................................     132

         13.12    Counterparts........................................................................     132

         13.13    Severability........................................................................     132

         13.14    Governing Law and Jurisdiction; Waivers and Releases................................     132

         13.15    Construction........................................................................     134

         13.16    Entire Agreement....................................................................     134

         13.17    Conflict with Security Documents....................................................     135

         13.18    Termination.........................................................................     135

         13.19    Currency Conversion.................................................................     135

         13.20    No Obligations......................................................................     136
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ANNEXES (*)

A        Commitments
B        Notice Information for Company
C        Notice Information for Agent and Banks
D        Pricing Schedule

EXHIBITS

Exhibit A-1       Form of Revolving Note
Exhibit A-2       Form of Swingline Note
Exhibit B-1       Notice of Revolving Borrowing
Exhibit B-2       Notice of Swingline Borrowing
Exhibit C         Form of Notice of Conversion/Continuation
Exhibit D         Form of Election to Participate
Exhibit E         Form of Election to Terminate
Exhibit F         Form of Borrowing Base Certificate (*)
Exhibit G-1       Form of Application (Standby LC) (*)
Exhibit G-2       Form of Application (Commercial LC) (*)
Exhibit H         Form of Account Control Agreement
Exhibit I         Form of Master Pledge Agreement
Exhibit J         Form of Musketeer Pledge Agreement
Exhibit K-1       Form of Panama Ship Mortgage
Exhibit K-2       Form of St. Vincent and the Grenadines Ship Mortgage
Exhibit L         Form of Security Agreement
Exhibit M         Financial Condition Certificate (*)
Exhibit N         Form of Assignment and Assumption Agreement
Exhibit O         [RESERVED]
Exhibit P         [RESERVED]
Exhibit Q-1       Form of Swingline Restriction Notice
Exhibit Q-2       Form of Termination of Swingline Restriction Notice

<PAGE>

SCHEDULES (*)

Schedule 1.1(A)   Designated Customers
Schedule 1.1(B)   Foreign Collateral Documents
Schedule 1.1(C)   Specified Customers
Schedule 1.1(D)   Material Joint Ventures
Schedule 4.9      Post-Closing Items
Schedule 6.5      Litigation and Claims
Schedule 6.7      ERISA
Schedule 6.10     Contested Taxes
Schedule 6.12     Environmental Matters
Schedule 6.19     Copyrights, Patents, Trademarks, Licenses, etc.
Schedule 6.20(a)  Subsidiaries
Schedule 6.20(b)  Material Equity Investments
Schedule 9.1      Existing Liens
Schedule 9.4      Indebtedness
Schedule 9.6      Contingent Obligations

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

(*)  OMITTED. The Registrant agrees to furnish supplementally a copy of any such
     Annexes, Exhibits or Schedules to the Securities and Exchange Commission
     upon its request.

<PAGE>

                      AMENDED AND RESTATED CREDIT AGREEMENT

         This Amended and Restated Credit Agreement dated as of March 12, 2004,
is entered into by and among Willbros Group, Inc., a Republic of Panama
corporation (herein referred to as either "WGI" or the "Company"); the
Designated Subsidiaries (as defined herein) from time to time (WGI and such
Designated Subsidiaries collectively, the "Obligors" and individually, an
"Obligor"); the several financial institutions from time to time parties to this
Agreement (collectively, the "Banks" and individually, a "Bank"); Credit
Lyonnais New York Branch, as a Bank, as Issuing Bank (as defined herein), as
administrative agent for the Banks (in such capacity, the "Agent"), and as Lead
Arranger and Book Runner; and CIBC Inc., as Syndication Agent.

         Reference is made to the Credit Agreement dated as of June 14, 2002, as
previously amended or modified (the "Original Credit Agreement") executed among
the Obligors, certain of the Banks, Credit Lyonnais New York Branch, as a Bank,
as Issuing Bank (as defined herein), as administrative agent for the Banks, and
as Lead Arranger and Joint Book Runner; CIBC World Markets Corp., as Joint Lead
Arranger and Joint Book Runner, and Canadian Imperial Bank of Commerce, as
Syndication Agent. Pursuant to the Original Credit Agreement, the Banks parties
thereto agreed to make available to the Borrowers (as defined herein) a
revolving credit facility for loans and letters of credit upon the terms and
conditions set forth therein and in the other Credit Documents (as defined
therein).

         The parties to the Original Credit Agreement desire to further amend
the terms of the Original Credit Agreement to provide for an increase of the
total amount available thereunder, to add new banks, and to reallocate the
exposure associated with the outstanding letters of credit issued thereunder,
and for the sake of clarity only, have decided to amend and restate the Original
Credit Agreement in its entirety as set forth herein.

         NOW, THEREFORE, in consideration of the mutual agreements, provisions
and covenants contained in this Agreement, the parties hereto (the "Parties")
hereby agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

         1.1      Defined Terms. In addition to the terms defined elsewhere in
this Agreement, the following terms as used in the Credit Documents shall have
the following meanings:

         "Acceptable Bank Account" means a Bank Account that (i) is maintained
by a depositary bank which is a Bank or which has the qualifications set forth
in the definition of "Eligible Assignee" (or, if not maintained by a Bank or
other depositary bank having such qualifications, such Bank Account is a deposit
account and the balances in such Bank Account would at no time exceed U.S.
$100,000 or the Dollar Equivalent thereof) and (ii) is subject to an Acceptable
Security Interest.

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         "Acceptable Credit Support" means a standby letter of credit payable in
an OECD Currency for the benefit of an Obligor to guarantee payment of a
Receivable due to such Obligor, which letter of credit is issued or confirmed by
a Bank or other issuing bank in an OECD country with a credit rating of at least
"A-" and for which an Acceptable Security Interest exists on all letter of
credit rights associated with such letter of credit.

         "Acceptable Security Interest" in any property means:

                  (a)      in the case of property other than Excepted
Collateral (as defined below), a Lien which (i) exists in favor of the Agent for
the benefit of the Secured Parties; (ii) is a first priority Lien superior to
all other Liens (other than Permitted Liens); (iii) secures the Secured
Obligations; (iv) is perfected and enforceable against all Persons in preference
to any rights (other than Permitted Liens) of any Person therein; and (v) is in
full force and effect; and

                  (b)      in the case of property that is Excepted Collateral,
a Lien created pursuant to the Security Documents under the laws of the State of
New York, which Lien (i) exists in favor of the Agent for the benefit of the
Secured Parties; (ii) secures the Secured Obligations; (iii) is in full force
and effect; and (iv) is perfected pursuant to the Uniform Commercial Codes of
the State of New York and of the District of Columbia by a financing statement
which has been filed in the District of Columbia.

For purposes of this definition, "Excepted Collateral" means, as determined by
the Agent in its reasonable discretion, Collateral (i) for which a Lien cannot
be timely "perfected" under applicable law other than by filing a financing
statement in the District of Columbia or (ii) for which the costs of perfecting
a Lien under applicable law are disproportionately high compared to the value of
such Collateral for purposes of this Agreement, or (iii) otherwise specifically
designated as Excepted Collateral by the Agent for whatever reason.

         "Account Bank" means any bank or financial institution that maintains a
Bank Account.

         "Account Control Agreement" means any agreement executed by an Account
Bank in the form of Exhibit H or otherwise in form and substance satisfactory to
the Agent pursuant to which such Account Bank acknowledges the Lien of the Agent
over the Bank Accounts or lockbox arrangements of the Obligors maintained with
or by such Account Bank and agree to the Agent's control thereof for purposes of
creating an Acceptable Security Interest in such Bank Accounts or lockbox
arrangements.

         "Adjusted EBITDA" means, as of any date of determination, an amount
equal to (a) the sum of earnings before interest, taxes, depreciation and
amortization, calculated in accordance with GAAP as of the end of the preceding
fiscal quarter of the Company for the trailing four fiscal quarters of the
Company, minus (b) the sum of (i) foreign cash taxes paid (but only to the
extent that such taxes were calculated on a revenue basis) and (ii) non-cash
charges, including without limitation contract reversals or receivables write
downs, but excluding non-cash charges for depreciation and amortization. For the

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avoidance of doubt, Adjusted EBITDA will not be reduced by any non-cash
compensation.

         "Affiliate" means, as to any Person, any other Person which, directly
or indirectly, is in control of, is controlled by, or is under common control
with, such Person. A Person shall be deemed to control another Person if the
controlling Person possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies of the other Person, whether
through the ownership of voting securities, by contract or otherwise. Any
director, executive officer or beneficial owner of five percent (5%) or more of
the equity of a Person shall, for the purposes of this Agreement, be deemed to
control the other Person. Notwithstanding the foregoing, under no circumstances
shall the Agent or any Bank be deemed to be an Affiliate of any of the Obligors
or any Subsidiary of the Company.

         "Agent" means CLNY in its capacity as administrative agent for the
Banks under the Credit Documents, and any successor agent.

         "Aggregate Exposure" means the sum of (i) the principal amount of
outstanding Loans plus (ii) the aggregate outstanding Letter of Credit
Obligations; provided that for purposes of determining Aggregate Exposure on any
date that Letters of Credit denominated in any Alternative Currency are
outstanding, the provisions of Section 3.2(d) shall apply and the Aggregate
Exposure attributable to such Letters of Credit shall be the Dollar Equivalent
of such exposure in the applicable Alternative Currency.

         "Agreement" means this Credit Agreement, as it may be amended from time
to time in accordance with its terms.

         "Alternative Currency" means any currency other than Dollars which is
freely transferable into Dollars and otherwise acceptable to the Issuing Bank.

         "Applicable Margin" means, with respect to interest and fees described
in the Pricing Schedule (i) on any day when no Event of Default has occurred and
is continuing, the per annum percentage, expressed in basis points, set forth
for such interest and fees in the Pricing Schedule determined by the Ratio of
Consolidated Debt to Adjusted EBITDA on such date, and (ii) on any day when an
Event of Default has occurred and is continuing, the "Applicable Margin"
determined pursuant to clause (i) above from the Pricing Schedule for the
applicable interest or fees, plus two hundred (200) basis points per annum. The
Applicable Margin shall be adjusted on the date required by Section 8.1 for the
delivery of each of the Company's financial statements.

         "Asset Sale" means the sale, lease, transfer, or other disposition for
value of any Collateral, whether voluntary or involuntary, by the Company or any
of its Subsidiaries to any Person other than an Obligor; provided, however, that
any Excluded Asset Sale shall not be an Asset Sale for purposes of this
Agreement. For purposes of this definition, the term "Excluded Asset Sale" means
any sale, transfer or other disposition of Collateral where the Net Cash
Proceeds of such sale, transfer or other disposition do not exceed $500,000 or
the Dollar Equivalent thereof.

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         "Assignee" has the meaning specified in Section 13.7.

         "Assignment and Assumption" has the meaning specified in Section 13.7.

         "Bank" has the meaning specified in the introduction to this Agreement
and shall include the Issuing Bank.

         "Bank Account" means any bank account or other lock box arrangement
into which any accounts receivable of an Obligor are paid, including the
accounts described in the Bank Account Side Letter.

         "Bank Account Side Letter" means the letter dated as of June 14, 2002
from WGI to the Agent.

         "Base Rate" means, for any day, a rate per annum equal to the higher of
(a) the Prime Rate for such day and (b) the sum of 1/2 of 1% plus the Federal
Funds Rate for such day. If for any reason the Agent shall have determined
(which determination shall be conclusive absent manifest error) that it is
unable to ascertain the Federal Funds Rate for any reason, including the
inability or failure of the Agent to obtain sufficient bids or publications in
accordance with the terms hereof, the Base Rate shall be the Prime Rate until
the circumstances giving rise to such inability no longer exist.

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

         "Borrower" means each Obligor for whose account the Company requests a
Borrowing of Loans or the issuance of a Letter of Credit under Articles II and
III hereof.

         "Borrowing" means a Revolving Borrowing or the making of a Swingline
Loan.

         "Borrowing Base Certificate" means a certificate in the form of Exhibit
F attached hereto.

         "Borrowing Base Components" has the meaning set forth in Section 4.1.

         "Borrowing Base Exposure" means:

                  (a)      as of any date of determination thereof when the Net
Borrowing Base is calculated as set forth in paragraph (a) of the term "Net
Borrowing Base", the sum of (i) 100% of the aggregate principal amount of Loans
and Reimbursement Obligations outstanding on such date, plus (ii) 100% of the
aggregate amount of contingent liability associated with Financial SBLCs, plus
(iii) 75% of the aggregate amount of contingent liability associated with
Performance SBLCs and Commercial LCs; and

                  (b)      as of any date of determination thereof when the Net
Borrowing Base is calculated as set forth in paragraph (b) of the term "Net
Borrowing Base", the sum of (i) 100% of the aggregate principal amount of Loans
and Reimbursement

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<PAGE>

Obligations outstanding on such date, plus (ii) 100% of the aggregate amount of
contingent liability associated with Financial SBLCs, plus (iii) 100% of the
aggregate amount of contingent liability associated with Performance SBLCs and
Commercial LCs;

provided that for purposes of determining Borrowing Base Exposure on any date
that Letters of Credit denominated in any Alternate Currency are outstanding,
the provisions of Section 3.2(d) shall apply and the Borrowing Base Exposure
attributable to such Letters of Credit shall be the Dollar Equivalent of such
exposure in the applicable Alternate Currency.

         "Business Day" means any day other than a Saturday, Sunday or other day
on which commercial banks in New York City or Houston, Texas are authorized or
required by law to close or, if such day relates to a borrowing of, a payment or
prepayment of principal of or interest on, or an Interest Period for, a
Eurodollar Rate Loan or a notice with respect to any such borrowing, payment,
prepayment or Interest Period, which is also a day on which dealings in Dollar
deposits are carried out in the London interbank Dollar market.

         "CAMSA" means Constructora CAMSA, C.A., a Venezuelan corporation which
is an indirect wholly-owned Subsidiary of WII and a direct wholly-owned
Subsidiary of Inversiones.

         "Canadian Imperial" means Canadian Imperial Bank of Commerce.

         "Capital Expenditures" means all expenditures by any Person which, in
accordance with GAAP, are or should be included in "additions to property, plant
and equipment", "capital expenditures" or similar items reflected in the
statement of cash flows of such Person.

         "Capital Lease Obligations" means all monetary obligations of the
Company or any of its Subsidiaries under any leasing or similar arrangement
which, in accordance with GAAP, is classified as a capital lease.

         "Cash Collateral Account" has the meaning specified in the Security
Agreement.

         "Cash Equivalents" means (i) investments in direct obligations of the
United States of America or any agency thereof, (ii) investments in certificates
of deposit of maturities less than one year or less than two years provided the
investment may be converted into cash within three (3) Business Days without
unreasonable premium or penalty issued by, or time deposits with, Southwest Bank
of Texas, N.A., Bank of Texas, N.A., or commercial banks in the United States
having capital and surplus in excess of $500,000,000, (iii) investments in
commercial paper of maturities less than one year rated A1 or P1 by Standard &
Poor's Corporation or Moody's Investors Service, Inc., respectively, or any
equivalent rating from any other rating agency satisfactory to the Agent, (iv)
investments in securities purchased by the Company under repurchase obligations
pursuant to which arrangements are made with selling financial institutions
(being a financial institution with a rating of A1 or P1 by Standard & Poor's
Corporation or Moody's Investors Service, Inc., respectively) for such financial
institutions to

                                       5
<PAGE>

repurchase such securities within 30 days from the date of purchase by the
Company, and other similar short-term investments made in connection with the
Company's cash management practices, and (v) investments in institutional money
market mutual funds that abide by the criteria set forth by rule 2a-7 of the
Investment Company Act of 1940, as amended.

         "Change of Control" means any of (a) the acquisition by any Person or
two or more Persons acting as a group of beneficial ownership of 30% or more of
the outstanding shares of voting stock of the Company or (b) a majority of the
members of the board of directors of the Company on any date shall not have been
members of the board of directors of the Company as of the end of the most
recent fiscal year of the Company, beginning with the fiscal year ended December
31, 2001.

         "Class A Property, Plant and Equipment and Spare Parts" means the net
book value of Property, Plant and Equipment and Spare Parts of an Obligor as
reflected on the balance sheet of such Obligor prepared in accordance with GAAP,
consistently applied, to the extent such Property, Plant and Equipment and Spare
Parts is either (i) located in an OECD country and on which the Agent has an
Acceptable Security Interest, or (ii) covered by a valid and enforceable Ship
Mortgage in favor of the Agent and located either in international waters or in
the coastal waters of an OECD country or other country which does not by law or
applicable treaty prohibit the enforcement of such Ship Mortgage in accordance
with its terms, for the period up to the next determination of the Net Borrowing
Base.

         "Class B Property, Plant and Equipment and Spare Parts" means the net
book value of Property, Plant and Equipment and Spare Parts of an Obligor as
reflected on the balance sheet of such Obligor prepared in accordance with GAAP,
consistently applied, which Property, Plant and Equipment and Spare Parts do not
qualify as Class A Property, Plant and Equipment and Spare Parts, but which are
covered by Acceptable PRI Insurance (as defined below), naming the Agent as loss
payee. "Acceptable PRI Insurance" means political risk insurance (i) issued by
an insurer reasonably acceptable to the Agent, (ii) covering tangible property
of each Obligor which is located in a country which is not an OECD country for
an insured amount at least equal to the net book value of such property (as such
net book value is reflected on the balance sheet of such Obligor prepared in
accordance with GAAP, consistently applied), and (iii) specifically protecting,
if a covered political risk event should occur, the insured value of such
property, and otherwise including terms reasonably acceptable to the Agent.

         "CLNY" means Credit Lyonnais New York Branch.

         "Closing Date" means the date on which this Agreement becomes effective
in accordance with the provisions of Section 7.1, and the Agent confirms the
same in writing to the Company and the Banks.

         "Code" means the United States Internal Revenue Code of 1986, as
amended, or any successor statute, and the rules, regulations and
interpretations promulgated

                                       6
<PAGE>

thereunder by the Internal Revenue Service (or any entity succeeding to all or
any part of its functions).

         "Collateral" means all personal property and proceeds described in the
Security Documents as securing the Obligations.

         "Commercial LC" means a documentary letter of credit issued by the
Issuing Bank hereunder which is drawable upon presentation of documents
evidencing the sale or shipment of goods, the provision of services, or both,
purchased by any Obligor in the ordinary course of its business.

         "Commitment" means, as to any Bank, the amount set forth on Annex A
beside the name of such Bank, or if such Bank has entered into an Assignment and
Assumption, the amount set forth therein as such Bank's "Commitment" for
purposes of this Agreement, as such amount may be reduced from time to time
pursuant to the terms of this Agreement.

         "Company" has the meaning given such term in the introductory paragraph
of this Agreement.

         "Consolidated Debt" means (i) Financial Indebtedness plus (ii) all
contingent obligations in respect of outstanding Letters of Credit, performance
letters of credit, third party performance guarantees, and performance surety
bonds issued for the account of the Company or any of its Subsidiaries.

         "Consolidated Interest Expense" means, with respect to any Person for
any period, the sum, without duplication, of (a) the consolidated interest
expense of such Person and its consolidated Subsidiaries for such period,
whether paid or accrued, but excluding amortizing debt costs and amortizing
original issue discounts to the extent netted from proceeds of any offering of
debt securities; and (b) the consolidated interest expense of such Person and
its consolidated Subsidiaries that was capitalized during such period, in each
case determined on a consolidated basis in accordance with GAAP.

         "Consolidated Tangible Net Worth" means, at any time, the consolidated
gross book value of the assets of the Company and its Subsidiaries (exclusive of
goodwill, patents, trademarks, tradenames, organization expense, treasury stock,
unamortized debt discount and expense, deferred charges and other like
intangibles) less (a) consolidated reserves applicable thereto and (b) all
consolidated liabilities including accrued and deferred income taxes, all as
determined in accordance with GAAP, as reported in the financial statements most
recently provided pursuant to Section 8.1(a) or (c).

         "Contingent Obligation" means, as applied to any Person, any direct or
indirect liability of or guarantee by that Person with respect to any
Indebtedness, lease, dividend, letter of credit or other obligation (the
"primary obligations") of another Person (the "primary obligor"), in any manner,
whether directly or indirectly, including any obligation of that Person, whether
or not contingent, (a) to purchase, repurchase or otherwise acquire such primary
obligations or any property constituting direct or indirect security therefor,
or (b) to advance or provide funds (i) for the payment or discharge of

                                       7
<PAGE>

any such primary obligation, or (ii) to maintain working capital or equity
capital of the primary obligor or otherwise to maintain the net worth or cash
flow or solvency or any balance sheet item, level of income or financial
condition of the primary obligor, or (c) to purchase property, assets,
securities or services primarily for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor to make payment of
such primary obligation, or (d) otherwise to assure or hold harmless the holder
of any such primary obligation against loss in respect thereof. The amount of
any Contingent Obligation shall be deemed to be an amount equal to the stated or
determinable amount of the primary obligation in respect of which such
Contingent Obligation is made or, if not stated or if indeterminable, the
maximum reasonably anticipated liability in respect thereof.

         "Contract Cost and Recognized Income Not Yet Billed" means the contract
cost and recognized income not yet billed of any Obligor in the ordinary course
of business and as reflected on the balance sheet of such Obligor prepared in
accordance with GAAP, consistently applied, and for which the Agent for the
benefit of the Banks has an Acceptable Security Interest on all related contract
rights of such Obligor. Contract Cost and Recognized Income Not Yet Billed shall
not include any contract cost and recognized income that arises out of any
Excluded Contract.

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

         "Controlled Group" means the Company and all Persons (whether or not
incorporated) under common control or treated as a single employer with the
Company or any of its Subsidiaries pursuant to Section 414(b), (c), (m) or (o)
of the Code.

         "Conversion Date" means any date on which the Company elects to convert
a Base Rate Loan to a Eurodollar Rate Loan or a Eurodollar Loan to a Base Rate
Loan.

         "Convertible Notes" means the unsecured convertible notes issued or to
be issued by the Company on or after the Closing Date on terms reasonably
satisfactory to the Agent.

         "Credit Documents" means this Agreement, the Notes, the Security
Documents, the financing statements, each LC Application, each Letter of Credit,
each Election to Participate, each Notice of Borrowing, and all documents,
instruments, agreements, certificates and notices at any time executed and/or
delivered to the Agent or any Bank in connection therewith.

         "Customer" means (a) with respect to any Receivable, the account debtor
obligated on such Receivable, (b) with respect to any Revenue Accrual, the
contract party under the contract or order giving rise to such Revenue Accrual,
(c) with respect to any Contract Cost and Recognized Income Not Yet Billed, the
contract party under the contract or order giving rise to such Contract Cost and
Recognized Income Not Yet

                                       8
<PAGE>

Billed, and (d) with respect to any JV Interest, the contract party under the
contract the respective Material Joint Venture has entered to provide goods and
services. The term Customer shall not include any Affiliate of the Company.

         "Default" means any of the events specified in Article X, whether or
not any requirement for the giving of notice, the lapse of time, or both, or any
other condition has been satisfied.

         "Default Rate" means, for any day, the Base Rate plus the Applicable
Margin for Base Rate Loans on such day, plus two percent (2%).

         "Designated Currency" means Euros and any OECD Currency.

         "Designated Customer" means a Customer listed on Schedule 1.1(A), as
such Schedule may be modified from time to time with the approval of the Company
and the Required Banks.

         "Designated Subsidiary" means each Subsidiary of the Company which has
executed this Agreement or an Election to Participate (which Election to
Participate has been delivered to the Agent) and as to which an Election to
Terminate shall not have been delivered to the Agent and become effective.

         "Dollar Equivalent" means, with respect to any currency amount other
than Dollars as of any date of determination thereof, the amount of Dollars
obtained by converting the amount of the currency involved in such computation
into Dollars at the spot rate at which such currency is offered for sale by the
Agent against delivery of Dollars to the Agent at approximately 11:00 a.m. on
such date. If for any reason the Dollar Equivalent cannot be calculated as
provided in the immediately preceding sentence, the Agent shall calculate the
Dollar Equivalent on such basis as it deems fair and equitable.

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

         "Domestic Lending Office" means, with respect to each Bank, the office
of the Bank designated as such on Annex C or in the most recent Assignment and
Assumption executed by such Bank or such other office of the Bank as it may from
time to time specify to the Company and the Agent.

         "Election to Participate" means an Election to Participate by a
Designated Subsidiary, substantially in the form of Exhibit D.

         "Election to Terminate" means an Election to Terminate by a Designated
Subsidiary, substantially in the form of Exhibit E.

         "Eligible Assignee" means (a) a commercial bank or other financial
institution organized under the laws of the United States of America, or any
state thereof, having a combined capital and surplus of at least Five Hundred
Million Dollars ($500,000,000); (b) a commercial bank or other financial
institution organized under the laws of any other

                                       9
<PAGE>

country which is a member of the OECD, or a political subdivision of any such
country, and having combined capital and surplus of at least Five Hundred
Million Dollars ($500,000,000); provided that such bank or financial institution
is acting through a branch or agency located in the country in which it is
organized or another country which is also a member of the OECD; or (c) a
commercial bank or financial institution organized under the laws of any
country, acceptable to the Agent, the Issuing Bank, and the Company (such
acceptability not to be unreasonably withheld or delayed), or a political
subdivision of any such country, and having a combined capital and surplus of at
least Five Hundred Million Dollars ($500,000,000).

         "Environmental Claim" means all claims, litigation, demands, actions,
causes of action, suits, liabilities (including criminal or strict liability),
judgments, governmental or private investigations and testings, notifications of
status of being potentially responsible for clean-up of any facility or for
being in violation or in potential violation of any Environmental Law,
proceedings, liens or consent or administrative orders, agreements or decrees,
however arising or asserted, relating to or in connection with any actual or
alleged violation of or liability or responsibility under any Environmental Law
or for release or threatened release or injury to the environment, threat to
public health, personal injury (including sickness, disease or death), property
damage, natural resources damage, or other damages (punitive or otherwise),
losses, cleanup, response action, restitution, civil or criminal penalties,
injunctive relief, diminution in value, expenses (including attorneys' and
experts' fees) or other type of relief, resulting from or based upon (a) the
presence, use, placement, discharge, emission, release or threatened release
(including intentional and unintentional, negligent and non-negligent, sudden or
non-sudden, accidental or non-accidental placement, spills, leaks, migration,
leaching, discharges, emissions or releases) or any aspect of management or
handling of any Hazardous Material at, in or from property, whether or not owned
by a Obligor, (b) improper use or treatment of the environment, including
wetlands, or wildlife or its habitat, or (c) any other circumstances forming the
basis of any violation or alleged violation of or liability or responsibility
under any Environmental Law.

         "Environmental Laws" means, to the extent applicable to the Company or
any of its Subsidiaries, all international, federal, state or local laws,
statutes, common law duties, rules, regulations, ordinances and codes, together
with all administrative or other orders, directed duties, requests, licenses,
authorizations and permits of and agreements with any Governmental Authority, in
each case relating to environmental, health, safety, Hazardous Materials, and
land use matters, including the Comprehensive Environmental Response,
Compensation, and Liability Act (42 U.S.C. Section 9601 et seq.) ("CERCLA"), the
Hazardous Materials Transportation Act (49 U.S.C. App. 1801 et seq.), the
Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.)
("RCRA"), the Federal Water Pollution Control Act (33 U.S.C. Section 1251 et
seq.), the Clean Air Act (42 U.S.C. Section 7401 et seq.), the Toxic Substances
Control Act (15 U.S.C. Section 2601 et seq.), and the Occupational Safety and
Health Act (29 U.S.C. Section 651 et seq.) ("OSHA"), as such laws have been or
may be amended or supplemented, and any analogous present or future
international, federal, state or local statutes and the regulations promulgated
thereunder.

                                       10
<PAGE>

         "Environmental Permits" has the meaning specified in Section 6.12(b).

         "Equity in Undistributed Earnings" means, with respect to any Obligor
which is a JV Partner in a Material Joint Venture, an amount equal to (i) such
Obligor's WGI Ownership Percentage of net earnings of such Material Joint
Venture in OECD Currencies plus (ii) reimbursements due to such Obligor from
such Material Joint Venture as a result of goods and services contributed by
such Obligor to such Material Joint Venture or the project undertaken by such
Material Joint Venture, less (iii) all cash distributed to such Obligor from any
account holding cash of such Material Joint Venture.

         "Equity Issuance" means any sale of capital stock or other equity
securities of the Company; provided that the exercise of stock options shall not
be deemed to be a sale of capital stock of the Company for purposes of this
Agreement.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any regulation thereunder promulgated by the
Internal Revenue Service or the Department of Labor (or any entity succeeding to
all or any part of their functions).

         "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Company or any Subsidiary of the
Company within the meaning of Section 414(b), 414(c) or 414(m) of the Code.

         "ERISA Event" means (a) a Reportable Event with respect to a Qualified
Plan or a Multiemployer Plan; (b) a withdrawal by any member of the Controlled
Group from a Qualified 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); (c) a complete or partial withdrawal by any member of the Controlled
Group from a Multiemployer Plan; (d) the filing of a notice of intent to
terminate, the treatment of a plan amendment as a termination under Section 4041
or 4041A of ERISA or the commencement of proceedings by the PBGC to terminate a
Qualified Plan or Multiemployer Plan subject to Title IV of ERISA; (e) a failure
to make required contributions to a Qualified Plan or Multiemployer Plan; (f) 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 Qualified Plan or Multiemployer Plan; (g) the
imposition of any liability under Title IV of ERISA, other than PBGC premiums
due but not delinquent under Section 4007 of ERISA, upon any member of the
Controlled Group; (h) an application for a funding waiver or an extension of any
amortization period pursuant to Section 412 of the Code with respect to any
Qualified Plan; (i) any member of the Controlled Group engages in or otherwise
becomes liable for a non-exempt prohibited transaction; or (j) a violation of
the applicable requirements of Section 404 or 405 of ERISA or the exclusive
benefit rule under Section 401(a) of the Code by any fiduciary with respect to
any Qualified Plan for which the Company or any of its Subsidiaries may be
directly or indirectly liable.

                                       11
<PAGE>

         "ESCA" means ESCA Equipment Service C.A., a Venezuelan corporation
which is an indirect wholly-owned Subsidiary of WII and a direct wholly-owned
Subsidiary of Inversiones.

         "Eurocurrency Liabilities" has the meaning assigned to such term in
Regulation D of the Federal Reserve Board, as in effect from time to time, or
any successor regulation.

         "Eurodollar Lending Office" means with respect to each Bank the office
of such Bank designated as such on Annex C or in the most recent Assignment and
Assumption executed by such Bank or such other office of such Bank as such Bank
may from time to time specify to the Company and the Agent.

         "Eurodollar Rate" means, for each Interest Period for any Eurodollar
Rate Loan, an interest rate per annum (rounded upward, if necessary, to the
nearest 1/100th of one percent), determined pursuant to the following formula:

         Eurodollar Rate =  LIBOR

                  ------------------------------------
                  1.00 - Eurodollar Reserve Percentage

Where

         "Eurodollar Reserve Percentage" means for any Interest Period for
         Eurodollar Rate Loans the maximum reserve percentage (expressed as a
         decimal, rounded upward, if necessary, to the nearest 1/100th of one
         percent) as determined by the Agent in effect on the date LIBOR for
         such Interest Period is determined (whether or not applicable to any
         Bank) under regulations issued from time to time by the Federal Reserve
         Board for determining the maximum reserve requirement (including basic,
         emergency, supplemental and other marginal reserve requirements) with
         respect to liabilities or assets consisting of or including
         Eurocurrency Liabilities having a term equal to such Interest Period;
         and

         "LIBOR" means for any Interest Period for Eurodollar Rate Loans, the
         per annum rate of interest determined by the Agent to be the arithmetic
         mean (rounded upward, if necessary, to the nearest 1/100th of one
         percent) of the offered quotations appearing on Telerate Page 3750 (or
         if such Telerate page shall not be available, any successor or similar
         service selected by the Agent). If none of such Telerate Page 3750 or
         any successor or similar service is available, "LIBOR" applicable to
         any Interest Period for Eurodollar Rate Loans shall be the per annum
         rate (rounded upward, if necessary, to the nearest 1/100th of one
         percent) determined by the Agent based upon rates quoted at
         approximately 10:00 a.m. (London time) (or as soon thereafter as
         practicable) on the day two Business Days prior to the first day of
         such Interest Period for the offering by the Agent to leading dealers
         in the London interbank Dollar market of Dollar deposits for delivery
         on the first day of such Interest Period, in

                                       12
<PAGE>

         immediately available funds and having a term comparable to such
         Interest Period and in an amount comparable to the principal amount of
         the respective Eurodollar Rate Loan to which such Interest Period
         relates.

Each determination by the Agent of the Eurodollar Reserve Percentage and LIBOR
shall be conclusive and binding, absent manifest error.

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

         "Event of Default" means any of the events specified in Article X,
provided that any requirement for the giving of notice, the lapse of time, or
both, or any other condition, event or act specified in Section 10.1 has been
satisfied.

         "Excepted Contract Cost and Recognized Income" means any contract cost
and recognized income not yet billed of an Obligor which would qualify as Tier 1
Contract Cost and Recognized Income Not Yet Billed except for the fact that it
arises from an Excluded Contract; provided that the Agent shall have received a
satisfactory legal opinion to the effect that any assignment restriction in such
Excluded Contract would not be enforceable under applicable law insofar as
preventing the creation, perfection or enforcement of a security interest on
accounts receivable and related contract rights arising under such Excluded
Contract.

         "Excepted Receivable" means any account receivable of an Obligor which
would qualify as a Tier 1 Receivable except for the fact that it arises from an
Excluded Contract; provided that the Agent shall have received a satisfactory
legal opinion to the effect that any assignment restriction in such Excluded
Contract would not be enforceable under applicable law insofar as preventing the
creation, perfection or enforcement of a security interest on accounts
receivable and related contract rights arising under such Excluded Contract.

         "Excepted Revenue Accrual" means a revenue accrual of an Obligor which
would qualify as a Tier 1 Revenue Accrual except for the fact that it arises
from an Excluded Contract; provided that the Agent shall have received a
satisfactory legal opinion to the effect that any assignment restriction in such
Excluded Contract would not be enforceable under applicable law insofar as
preventing the creation, perfection or enforcement of a security interest on
accounts receivable and related contract rights arising under such Excluded
Contract.

         "Excluded Contract" means a contract or order between an Obligor and a
Customer:

                           (i)      that by its terms forbids or makes void or
         unenforceable any grant of a security interest in such Obligor's
         related contract rights or accounts receivable arising with respect
         thereto, unless (x) pursuant to applicable law such terms are
         unenforceable and would not be a material default under such contract
         which would enable the Customer to terminate the contract (and the
         Agent shall have received a legal opinion to such effect reasonably
         satisfactory to

                                       13
<PAGE>

         the Agent) or (y) the Agent has received all consents necessary in the
         reasonable judgment of the Agent to enable the Agent to obtain an
         Acceptable Security Interest in such contract rights or accounts
         receivable,

                           (ii)     that by its terms forbids or makes void or
         unenforceable any assignment by such Obligor of all or any part of its
         rights under such contract or order and such contract or order is not
         governed by the laws of a state of the United States of America, unless
         (x) pursuant to applicable law such terms are unenforceable and would
         not be a material default under such contract which would enable the
         Customer to terminate the contract (and the Agent shall have received a
         legal opinion to such effect reasonably satisfactory to the Agent) or
         (y) all consents necessary to obtain an Acceptable Security Interest in
         such rights have been obtained, in the reasonable good faith judgement
         of the Agent, or

                           (iii)    the assignment of which, or the grant of a
         security interest in, the related contract rights or account receivable
         arising with respect thereto is prohibited by any applicable law.

         "Extraordinary Receipt" means any cash received by or paid to or for
the account of the Company or any of its Subsidiaries not in the ordinary course
of business, including, without limitation, (i) pension plan reversions, (ii)
Insurance Proceeds (including, without limitation, proceeds of any key man life
insurance but excluding proceeds of business interruption insurance to the
extent such proceeds constitute compensation for lost revenues or earnings),
(iii) condemnation awards (and payments in lieu thereof), (iv) indemnity
payments and any purchase price adjustment received in connection with any
purchase agreement, and (v) in connection with the granting of any option for
any Asset Sale; provided, however, that an Extraordinary Receipt shall not
include loan proceeds received pursuant to the Credit Documents or cash receipts
received from Insurance Proceeds, condemnation awards (or payments in lieu
thereof) or indemnity payments (other than indemnity payments for taxes referred
to in the first proviso to the definition of "Net Cash Proceeds") to the extent
that such Insurance Proceeds, awards or payments in respect of loss or damage to
equipment, fixed assets or real property are applied (or in respect of which
expenditures were previously incurred) to replace or repair the equipment, fixed
assets or real property in respect of which such proceeds were received in
accordance with the terms of the Credit Documents, so long as such application
is made within 180 days after the receipt of proceeds in respect of such damage
or loss and so long as no Default or Event of Default exists at the time of such
application.

         "FDIC" means the Federal Deposit Insurance Corporation or any successor
to all or any part of its functions.

         "Federal Funds Rate" means, for any day, the weighted average of the
rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) on the
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day

                                       14
<PAGE>

which is a Business Day, the average of the quotations for the day of such
transactions received by the Agent from three federal funds brokers of
recognized standing selected by it.

         "Federal Reserve Board" means the Board of Governors of the Federal
Reserve System or any successor to all or any part of its functions.

         "Fee Letter" means the letter agreement dated as of February 13, 2004
executed between the Company and the Agent.

         "Financial Indebtedness" means, without duplication, (a) any
indebtedness for borrowed money, including without limitation the Senior Secured
Financial Indebtedness, (b) all obligations evidenced by notes, bonds,
debentures or similar instruments, (c) all non-contingent reimbursement
obligations with respect to any letter of credit, third party guarantee, or
surety bond, (d) all contingent reimbursement obligations with respect to any
financial guarantee, financial surety bond, financial standby letter of credit,
or similar financial instrument ensuring a Person against loss related to a
financial obligation, and (e) all Capital Lease Obligations.

         "Financial SBLC" means a Standby LC issued by the Issuing Bank
hereunder and supporting a financial or payment obligation of an Obligor.

         "Financing Transaction" means the issuance by the Company or any of its
Subsidiaries of any unsecured Indebtedness (other than Indebtedness permitted by
Section 9.4(a), (c), (d), (e), (f) or (h), or Section 9.3(d), (e) or (f) hereof)
on terms acceptable to the Agent.

         "Fixed Charge Coverage Ratio" means, for any period, the ratio of
Adjusted EBITDA less Capital Expenditures in the trailing four quarters of the
Company to fixed charges (where fixed charges include Consolidated Interest
Expense, scheduled principal repayments and cash dividends paid in the trailing
four quarters of the Company).

         "Foreign Collateral Documents" means the documents, agreements and
instruments described on Schedule 1.1(B) and any other document, agreement or
instrument entered into by an Obligor or Obligated Subsidiary after the date
hereof pursuant to which a Lien is granted by such Obligor or Obligated
Subsidiary to the Agent for the benefit of the Secured Parties on property of
such Obligor pursuant to the laws of any jurisdiction other than New York.

         "GAAP" shall mean, as to a particular Person, such accounting practice
as, in the opinion of the independent accountants of recognized national
standing regularly retained by such Person, conforms at the time to U. S.
generally accepted accounting principles, consistent with those applied in the
preparation of the financial statements referred to in Section 6.11, together
with changes with which the Company's independent auditors concur and which are
noted in the financial statements provided pursuant to Section 8.1(a).

                                       15
<PAGE>

         "Governmental Authority" means any sovereign governmental authority,
the United States of America, any State of the U. S. and any political
subdivision of any of the foregoing, and any agency, instrumentality,
department, commission, board, bureau, central bank, authority, court or other
tribunal, in each case whether executive, legislative, judicial, regulatory or
administrative, having jurisdiction over any Obligor, any Designated Subsidiary,
any Subsidiaries of the Company, any of their respective property, the Agent or
any Bank, and any corporation or other entity owned or controlled, through stock
or capital ownership or otherwise, by any of the foregoing.

         "Gross Borrowing Base" means, with respect to any Obligor, an amount
determined by the Borrowing Base Components attributable to such Obligor, as
adjusted pursuant to the terms of the provisos set forth in the provisions
governing calculation of the Gross Borrowing Base in Section 4.1.

         "Guaranteed Debt" has the meaning specified in Section 11.1.

         "Guarantor" has the meaning specified in Section 11.1.

         "Guarantor's Net Worth" has the meaning specified in Section 11.1.

         "Guaranty" has the meaning specified in Section 11.1.

         "Hazardous Materials" means all those materials, wastes or substances
which are regulated by, or which may form the basis of liability under, any
Environmental Law, including (a) all substances identified, listed or defined
under any Environmental Law as a pollutant, contaminant, waste, solid waste,
hazardous waste, hazardous constituent, special waste, hazardous substance,
hazardous material, or toxic substance and (b) petroleum or any petroleum
derived substance or waste.

         "Hedging Obligations" means, with respect to any Person, obligations of
such Person, in each case incurred in the ordinary course of business of such
Person and not for speculative purposes, under (a) interest rate swap
agreements, interest rate cap agreements and interest rate collar agreements,
(b) other agreements or arrangements designed to protect such Person against
fluctuations in interest rates, (c) agreements with respect to foreign exchange
purchases and sales, and (d) any foreign currency futures contract, option or
similar agreement or arrangement designed to protect such Person against
fluctuations in foreign currency rates.

         "Indebtedness" of any Person means without duplication (a) all
indebtedness for borrowed money; (b) all obligations issued, undertaken or
assumed as the deferred purchase price of property or services, except trade
payables; (c) all reimbursement obligations with respect to surety bonds,
letters of credit, bankers' acceptances and similar instruments (in each case,
whether or not matured); (d) all obligations evidenced by notes, bonds,
debentures or similar instruments; (e) all indebtedness created or arising under
any conditional sale or other title retention agreement or incurred as financing
in either case with respect to property acquired by such Person (even though the
rights and remedies of the seller or bank under such agreement in the event of
default are limited to repossession or sale of such property); (f) all Capital
Lease Obligations; (g) all non-

                                       16
<PAGE>

contingent obligations in respect of earn out and profit payments; (h) all
obligations in respect of preferred stock; (i) all non-contingent obligations in
respect of redeemable capital stock; (j) all indebtedness referred to in
paragraphs (a) through (i) above secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien upon or in property (including accounts and contracts rights) owned by
such Person, even though such Person has not assumed or become liable for the
payment of such Indebtedness; (j) all direct or indirect guaranties in respect
of and obligations (contingent or otherwise) to purchase or otherwise acquire,
or otherwise to assure a creditor against loss in respect of, indebtedness or
obligations of others of the kinds referred to in paragraphs (a) through (i)
above; and (k) Hedging Obligations. For the avoidance of doubt, "Indebtedness"
shall include, without duplication, each Obligor's obligations (whether as a
Borrower or a Guarantor) in respect of the Loans and Letter of Credit
Obligations.

         "Insurance Proceeds" means any proceeds received from insurance
maintained by or on behalf of an Obligor or any of its Subsidiaries and relating
to claims with respect to losses of such Obligor or such Subsidiaries, whether
such proceeds are payable to the Company or any of its Affiliates, such Obligor
or such Subsidiary or to the Agent.

         "Interest Payment Date" means (i) with respect to Base Rate Loans, each
Quarterly Payment Date, and with respect to any Eurodollar Rate Loan, the last
day of each Interest Period applicable to such Loan, and, that if such Interest
Period exceeds three months, also the date which falls three months after the
beginning of such Interest Period; (ii) each date a Loan is converted into a
Loan of another Type; and (iii) the Maturity Date.

         "Interest Period" means, with respect to any Eurodollar Rate Loan, the
period commencing on the Business Day the Loan is disbursed or continued or on
the Conversion Date on which the Loan is converted to the Eurodollar Rate Loan
and ending on the date one, two, three or six months thereafter, as selected by
the Company on behalf of any Borrower in its Notice of Revolving Borrowing or
Notice of Conversion/Continuation; provided, that:

                           (iv)     if any Interest Period pertaining to a
         Eurodollar Rate Loan would otherwise end on a day which is not a
         Business Day, that Interest Period shall be extended to the next
         succeeding Business Day unless the result of such extension would be to
         carry such Interest Period into another calendar month, in which event
         such Interest Period shall end on the immediately preceding Business
         Day;

                           (v)      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

                                       17
<PAGE>

                           (vi)     no Interest Period for any Eurodollar Rate
         Loan shall extend beyond the Maturity Date.

         "Inversiones" means Inversiones CAMSA, C.A., a corporation organized
under the laws of Venezuela.

         "IPEI" means International Pipeline Equipment, Inc., a Panama
corporation which is a direct wholly-owned Subsidiary of WII.

         "ISP 98" means the International Standby Practices (ISP 98),
International Chamber of Commerce, Publication No. 590 (and any subsequent
revision thereof approved by a Congress of the International Chamber of
Commerce).

         "Issuing Bank" means CLNY, as issuer of the Letters of Credit.

         "JV Interest" means an Obligor's Equity in Undistributed Earnings as of
any date of determination thereof with respect to a Material Joint Venture in
which such Obligor is a JV Partner.

         "JV Partner" means a Person that is a partner, participant or equity
holder in a Material Joint Venture.

         "LC Application" has the meaning specified in Section 3.3(b).

         "LC Collateral" has the meaning specified in Section 3.9.

         "LC Related Documents" has the meaning specified in Section 3.7(a).

         "Legal Requirement" means any applicable law, statute, ordinance,
decree, requirement, order, judgment, rule, regulation (or interpretation by any
Governmental Authority of any of the foregoing) of, and the terms of any license
or permit issued by, any Governmental Authority, in each case as now or
hereafter in effect, including Environmental Laws, Environmental Permits and, if
applicable, the United States Foreign Corrupt Practices Act.

         "Lending Office" means, with respect to any Bank, the office or offices
of the Bank specified as its "Lending Office" or "Domestic Lending Office" or
"Eurodollar Lending Office", as the case may be, opposite its name on the
signature pages of this Agreement or in the most recent Assignment and
Assumption executed by such Bank or such other office or offices of such Bank as
it may from time to time specify to the Company and the Agent.

         "Letter of Credit" means a Commercial LC or a Standby LC issued by the
Issuing Bank hereunder, and an Outstanding LC.

         "Letter of Credit Interests" means, at any time with respect to any
Bank, such Bank's Percentage Share of the aggregate Letter of Credit
Obligations.

                                       18
<PAGE>

         "Letter of Credit Obligation" means, in respect of any Letter of Credit
as at any date of determination, the sum of (a) the maximum aggregate amount
which is then available to be drawn under such Letter of Credit plus (b) the
aggregate amount of all Reimbursement Obligations then outstanding with respect
to such Letter of Credit; provided that for purposes of determining the Letter
of Credit Obligation associated with any outstanding Commercial LC denominated
in any Alternate Currency, the provisions of Section 3.2(d) shall apply.

         "Lien" means any mortgage, deed of trust, pledge, hypothecation,
assignment, charge or deposit arrangement, encumbrance, lien (statutory or
other) or preference, priority or other security interest or preferential
arrangement of any kind or nature whatsoever (including those created by,
arising under or evidenced by any conditional sale or other title retention
agreement, the interest of a lessor under a Capital Lease Obligation, any
financing lease having substantially the same economic effect as any of the
foregoing, or the filing of any financing statement naming the owner of the
asset to which such lien relates as debtor, under the Uniform Commercial Code or
comparable law of any jurisdiction) and any contingent or other agreement to
provide any of the foregoing.

         "Loan" means either a Revolving Loan or a Swingline Loan, and "Loans"
means, collectively, the Revolving Loans and Swingline Loans.

         "Loan Limit" means the amount determined as the "Loan Limit" in the
most recent Borrowing Base Certificate delivered by the Borrower (which shall be
the lesser of (i) $30,000,000, (ii) 40% of the Net Borrowing Base or (iii) the
sum of Borrowing Base Components (a) through (j) listed in Section 4.1, as
adjusted pursuant to clause (2) of the proviso at the end of Section 4.1).

         "Local Debt" means the sum of:

                  (a)      the aggregate amount of Financial Indebtedness of the
Obligors (other than (i) Financial Indebtedness under this Agreement, (ii)
Financial Indebtedness as described in clause (e) of the definition of Financial
Indebtedness to the extent held by a U.S. Person and related to property in the
U.S., and (iii) Financial Indebtedness constituting financial guarantees in
respect of synthetic lease obligations), plus

                  (b)      75% of contingent liability of the Obligors
associated with performance letters of credit (other than Performance SBLCs),
performance guarantees issued by a Person other than a WGI Entity (provided that
such WGI Entity's performance guarantee is given with respect to a WGI Entity's
performance obligation), and performance surety bonds;

         provided that (i) in calculating any Obligor's obligations which (but
for this proviso) would be Local Debt and which are directly associated with a
specific project of such Obligor, and the assets of such Obligor related to such
project ("Project Specific Assets") are included in determining the Borrowing
Base, such obligations so included as Local Debt shall not exceed an amount
equal to the value in the Gross Borrowing Base

                                       19
<PAGE>

given to such Project Specific Assets, and (ii) in calculating any Obligor's
obligations which (but for this proviso) would be Local Debt and which are
associated with general operations or activities of such Obligor in a particular
country rather than a particular project, and the assets of such Obligor in such
country ("Country Specific Assets") are included in determining the Gross
Borrowing Base, such obligations so included as Local Debt shall not exceed an
amount equal to the value in the Gross Borrowing Base given such Country
Specific Assets; and provided further that Local Debt shall be calculated
without giving effect to any duplicative obligations.

         "Margin Stock" means "margin stock" as such term is defined in
Regulation T, U or X of the Federal Reserve Board.

         "Material Adverse Effect" means a material adverse change in, or a
material adverse effect upon, (a) the operations, business, properties, or
condition (financial or otherwise) of the Company and its Subsidiaries on a
consolidated basis; (b) the ability of the Obligors (as Borrowers or as
Guarantors) and the Obligated Subsidiaries, taken as a whole, to perform under
any Credit Document; (c) the legality, validity, binding effect or
enforceability of any Credit Document; (d) the enforceability, perfection or
priority of any Lien granted to the Agent for the benefit of the Banks under any
of the Security Documents; or (e) the liability of any Bank, the Issuing Bank,
the Agent.

         "Material Joint Venture" means any Project Related Partnership and/or
Joint Venture, other than an Obligor, in which an Obligor holds a substantial
equity or joint venture interest and which by agreement is conducted as (i) a
divided scope of work Project Related Partnership and/or Joint Venture in which
such Obligor has full control over its assigned portion of the Project Related
Partnership and/or Joint Venture's work or (ii) an integrated Project Related
Partnership and/or Joint Venture which is either managed by such Obligor or
managed by a committee of the Project Related Partnership and/or Joint Venture
participants empowered to act only with the consent of such Obligor. The
Material Joint Ventures as of the Closing Date are described on Schedule 1.1(D).

         "Material Subsidiary" means, at any time, any direct or indirect
Subsidiary of the Company which at the end of the preceding fiscal quarter
represents 5% or more of the consolidated assets, net worth or Adjusted EBITDA
of the Company and its consolidated Subsidiaries.

         "Maturity Date" means the earlier to occur of (a) the third anniversary
of the Closing Date or (b) the date on which the Commitments shall otherwise
terminate in accordance with the provisions of this Agreement.

         "Maximum Amount" has the meaning specified in Section 11.1.

         "MSI" means Willbros MSI Canada Inc., an Alberta, Canada corporation.

         "Mt. West" means Willbros Mt. West, Inc., a Colorado corporation.

                                       20
<PAGE>

         "Multiemployer Plan" means a "multiemployer plan" (within the meaning
of Section 4001(a)(3) of ERISA) and to which any member of the Controlled Group
makes, is making, or is obligated to make contributions or has made, or been
obligated to make, contributions.

         "Musketeer" means Musketeer Oil B.V., a Netherlands corporation and an
indirect wholly-owned Subsidiary of the Company, which owns all of the equity in
WUSA.

         "Net Borrowing Base" means, for any day of determination thereof:

                  (a)      if the Company has provided a timely Borrowing Base
Certificate in accordance with Section 4.2 hereof on or prior to such day, an
amount equal to the "Net Borrowing Base" set forth in the most recently
delivered Borrowing Base Certificate, which shall be calculated to equal the
lesser of (i) the Gross Borrowing Base less Local Debt as of the Calculation
Date of such Borrowing Base Certificate or (ii) an amount equal to a multiple of
Adjusted EBITDA less Local Debt as of the Calculation Date of such Borrowing
Base Certificate, where the multiple for Adjusted EBITDA will be as follows:

                           (A)      for the four quarter period ending March 31,
                                    2004, six (6),

                           (B)      for the four quarter period ending June 30,
                                    2004, five (5),

                           (C)      for the four quarter period ending September
                                    30, 2004, four (4),

                           (D)      for the four quarter period ending on the
                                    last day of any fiscal quarter on and after
                                    December 31, 2004, three and one half (3.5);
                                    and

                  (b)      if the Company has failed to provide a timely
Borrowing Base Certificate in accordance with Section 4.2 on or prior to such
day, an amount equal to 80% of the Net Borrowing Base in effect on the day
immediately prior to the date such Borrowing Base Certificate should have been
delivered to the Agent in accordance with Section 4.2 hereof.

         "Net Cash Proceeds" means, with respect to (a) any Asset Sale or Equity
Issuance, (b) any Financing Transaction, and (c) any Extraordinary Receipt, all
cash and Cash Equivalents received by or on behalf of the Company or any of its
Subsidiaries from such issuance, incurrence, lease, sale, transfer or other
disposition after (i) payment of, or provision for, all commissions and
discounts and other reasonable out-of-pocket fees and expenses actually incurred
to the extent, but only to the extent, the amounts so deducted (other than real
estate brokerage commission) are actually paid to a Person that is not an
Obligor or an Affiliate thereof; (ii) in the case of an Asset Sale, payment of
any outstanding obligations relating to the property sold paid in connection
with, and necessary for, any such sale, lease, transfer, or other disposition;
and (iii) in the case of an Asset Sale, provision for all income or other taxes
payable in respect of the fiscal year in which such sale, lease, transfer, or
other disposition occurs measured by or resulting from such sale, lease,
transfer or other disposition and which are payable in such fiscal year or the
succeeding fiscal year, in each case described in clause (i), (ii) or (iii)
above to the

                                       21
<PAGE>

extent the amounts so deducted are actually paid and are properly attributable
to such transaction or to the asset that is the subject thereof; provided,
however, that in the case of taxes that are deductible under clause (iii) above
but for the fact that, at the time of receipt of such cash or Cash Equivalents,
such taxes have not been actually paid or are not then payable, the Obligor or
such Subsidiary may deduct an amount (the "Reserved Amount") equal to the amount
reserved in accordance with generally accepted accounting principles for the
Obligor's or such Subsidiary's reasonable estimate of such taxes, other than
taxes for which the Obligor or such Subsidiary is indemnified, provided further,
however, that, at the time such taxes are paid, an amount equal to the amount,
if any, by which the Reserved Amount for such taxes exceeds the amount of such
taxes actually paid shall constitute "Net Cash Proceeds" of the type for which
such taxes were reserved for all purposes hereunder.

         "New Material Subsidiary" means each Subsidiary of the Company formed,
created or acquired after the date of this Agreement which is either (a) a
direct first-tier Subsidiary of the Company or (b) a Material Subsidiary.

         "Non-Qualified Pension Benefit Restoration Plan" means a compensation
program providing for payment to an employee of an amount equal to the
difference between the statutory benefit limitation imposed by the Code and the
employee's benefit as calculated under the Qualified Plan applicable to the
employee.

         "Note" means a Revolving Note or the Swingline Note.

         "Notice of Borrowing" means a Notice of Revolving Borrowing or a Notice
of Swingline Borrowing.

         "Notice of Conversion/Continuation" means a notice given by the Company
on behalf of any Borrower to the Agent pursuant to Section 2.4, in substantially
the form of Exhibit C.

         "Notice of Lien" means any "notice of lien" or similar document
intended to be filed or recorded with any court, registry, recorder's office,
central filing office or other Governmental Authority for the purpose of
evidencing, creating, perfecting or preserving the priority of a Lien securing
obligations owing to a Governmental Authority.

         "Notice of Revolving Borrowing" means a notice given by the Company on
behalf of any Borrower to the Agent pursuant to Section 2.3(a), in substantially
the form of Exhibit B-1.

         "Notice of Swingline Borrowing" means a notice given by the Company to
the Swingline Bank and the Agent pursuant to Section 2.3(e), in substantially
the form of Exhibit B-2.

         "Obligated Subsidiary" means each of Inversiones, Musketeer, and WAPI,
and each other Subsidiary of the Company that after the closing date executes a
Pledge Agreement or other Credit Document but is not an Obligor under this
Agreement.

                                       22
<PAGE>

         "Obligations" means all Loans, all Letter of Credit Obligations and
other all Indebtedness, advances, debts, liabilities, obligations, indemnities,
covenants and duties owing by any Borrower or any Guarantor to any Bank, the
Agent, or to any other Person required to be indemnified under any Credit
Document, of any kind or nature, present or future, whether or not evidenced by
any note, guaranty or other instrument, arising under or in connection with this
Agreement or any other Credit Document or any of the transactions evidenced by
this Agreement or any other Credit Document, whether or not for the payment of
money, whether arising by reason of an extension of credit, loan, guaranty,
indemnification or in any other manner, whether direct or indirect (including
those acquired by assignment), absolute or contingent, due or to become due, now
existing or hereafter arising and however acquired. The term "Obligations"
includes all interest, charges, expenses, fees, attorneys' fees and
disbursements (including the allocated cost of in-house counsel to the extent
permitted by law) and any other sum chargeable to the Obligors under this
Agreement or any other Credit Document.

         "Obligor" means each of the Company and the Designated Subsidiaries
party to this Agreement.

         "OECD" means the Organization for Economic Cooperation and Development.

         "OECD Currency" means a currency of a member country to the OECD.

         "Opal Facility" means the cryogenic turbo-expander plant located in
Lincoln County, Wyoming owned by Mt. West.

         "Original Credit Agreement" has the meaning set forth in the second
introductory paragraph of this Agreement.

         "Other Taxes" has the meaning specified in Section 5.8(b).

         "Outstanding LC" means a Commercial LC or Standby LC issued by the
Issuing Bank under the Original Credit Agreement that is outstanding as of the
Closing Date.

         "Participant" has the meaning specified in Section 13.7.

         "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to all or any part of its functions under ERISA.

         "Percentage Share" means, as to any Bank, (i) prior to the termination
of the Commitments, the percentage of the Total Commitment constituted by such
Bank's Commitment, and (ii) following termination of the Commitments, the
percentage of the Aggregate Exposure constituted by such Bank's outstanding
Loans and Letter of Credit Interests.

         "Performance SBLC" means a Letter of Credit which:

                           (i)      is described as a Performance SBLC by the
         Company in its request for issuance thereof;

                                       23
<PAGE>

                           (ii)     is or would be described or defined as, or
         considered to be, a performance standby letter of credit pursuant to
         each law or governmental requirement or other rule, regulation,
         supervisory letter, examination manual, instruction, guideline or
         request which now or hereafter, directly or indirectly (A) addresses,
         governs, imposes or modifies or deems applicable any reserve, special
         deposit or similar requirement against letters of credit, (B)
         regulates, addresses, or determines the amount of capital required or
         expected to be maintained or funded against letters of credit or any
         participation obligations thereunder; or (C) otherwise determines the
         classification, risk-weighting, reporting, or capital treatment of or
         with respect to letters of credit or participation obligations therein
         (or pursuant to the interpretation or application thereof by any
         Governmental Authority or other regulatory authority, central bank or
         comparable agency charged with the administration thereof);

                           (iii)    the issuer thereof, or any Person having a
         participation obligations therein, is or would be permitted, in
         compliance with the matters described in subsection (ii) preceding of
         this definition and otherwise, to convert its obligations thereunder to
         an off-balance sheet credit equivalent amount at 50% or less of the
         maximum amount thereof;

                           (iv)     does not permit any drawing to be made as a
         result of the failure of any Person to make a payment or perform a
         financial obligation in the transaction in connection with which such
         Letter of Credit is issued; and

                           (v)      the Issuing Bank or Agent has not determined
         is a Financial SBLC or a Commercial LC.

         "Permanent Borrower" means each of the Company, WEI, WESCO, WII, WUSA,
RPI, MSI, and each Material Subsidiary.

         "Permitted Liens" has the meaning specified in Section 9.1.

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

         "Plan" means an employee benefit plan (as defined in Section 3(3) of
ERISA) which the Company or any members of the Controlled Group sponsors or
maintains or to which the Company or member of the Controlled Group makes or is
obligated to make contributions, and includes any Multiemployer Plan or
Qualified Plan.

         "Pledge Agreements" means (i) the Master Pledge Agreement dated as of
June 14, 2003 executed by the Company and certain of its Subsidiaries in
substantially the form of Exhibit I and as modified by any Pledge Agreement
Supplement (as defined therein), (ii) the Pledge Agreement dated as of June 14,
2003 executed by Musketeer in substantially the form of Exhibit J, and (iii)
each similar agreement executed by an Obligor or an Obligated Subsidiary in
favor of the Agent for the benefit of the Secured Parties granting a Lien on the
securities or equity interests in any Designated Subsidiary.

                                       24
<PAGE>

         "Pledged Collateral" has the meaning given to such term in the Pledge
Agreements.

         "Post-Closing Items" means those Security Documents listed on Schedule
4.9.

         "PRI Location" means any jurisdiction for which political risk
insurance is available at commercially reasonable prices and where it would be
usual and customary consistent with past practices for the Company or any of its
Subsidiaries to obtain coverage for their equipment located in such
jurisdiction.

         "Pricing Schedule" means the schedule attached as Annex D.

         "Prime Rate" means the rate of interest established by CLNY at its
office in New York, New York from time to time as its prime rate, whether or not
the Obligors have notice thereof.

         "Principal Office" means the principal banking office of the Agent,
presently located at 1301 Avenue of the Americas, New York, New York 10019.

         "Proceeds of Remedies" has the meaning specified in Section 10.4.

         "Project Related Partnerships and/or Joint Ventures" means
corporations, associations, limited liability companies, partnerships and/or
joint ventures formed in conjunction with specific work countries or specific
projects to perform services of a type provided by the Company and its
Subsidiaries in the ordinary course of business, including construction,
engineering and specialty services.

         "Property, Plant and Equipment and Spare Parts" shall mean the
equipment, vehicles, and vessels owned by an Obligor; the Opal Facility; and the
office building located at 287 East 71st Street in Tulsa, Oklahoma owned by
WUSA.

         "Qualified Plan" means a pension plan (as defined in Section 3(2) of
ERISA) intended to be tax-qualified under Section 401(a) of the Code and which
any member of the Controlled Group sponsors, maintains, or to which it makes or
is obligated to make contributions, or in the case of a multiple employer plan
(as described in Section 4064(a) of ERISA) has made contributions at any time
during the immediately preceding period covering at least five plan years, but
excluding any Multiemployer Plan.

         "Quarterly Invoice" means an invoice prepared by the Agent as promptly
as practicable following the last day of each March, June, September and
December and delivered to the Company, which invoice sets forth the calculation
of all accrued fees hereunder and all accrued interest on Base Rate Loans for
the quarter just ended.

         "Quarterly Payment Date" means the date three days after the Company's
receipt of a Quarterly Invoice.

                                       25
<PAGE>

         "Ratio of Consolidated Debt to Adjusted EBITDA" means, for any day, the
ratio of Consolidated Debt to Adjusted EBITDA for the Company and its
consolidated Subsidiaries, determined as of the most recent fiscal quarter end
of the Company.

         "Receivables" means the accounts receivable of any Obligor, in each
case, that is in the ordinary course of its business and upon which its right to
receive payment is absolute and not contingent upon the fulfillment of any
condition whatsoever and on which the Agent for the benefit of the Banks has an
Acceptable Security Interest. "Receivables" shall not include:

         (A)      any portion of any account receivable of a Customer other than
a Customer of WII or any Subsidiary of WII that is unpaid more than 60 days past
the date of invoice, and any portion of any account receivable of a Customer of
WII or any Subsidiary of WII that is unpaid more than 120 days past the date of
invoice;

         (B)      any account receivable that arises out of an Excluded
Contract;

         (C)      any account receivable arising from a "sale on approval,"
"sale or return," "bill and hold," "consignment," or subject to any other
repurchase or return agreement;

         (D)      all accounts receivable from a Customer (except for accounts
receivable from a Specified Customer) if 20% or more of the aggregate dollar
amount of all outstanding invoices to such Customer are unpaid more than 60
days(or 120 days in the case of invoices to Customers of WII and its
Subsidiaries);

         (E)      any account receivable on which the Agent is not or does not
continue to be, in the Agent's sole direction (which shall not be unreasonable),
satisfied with the credit standing of the Customer in relation to the amount of
credit extended; or

         (F)      a portion of any account receivable payable by a Customer
equal to any unpaid undisputed liquidated damages that such Customer has
asserted is owing by the respective Obligor to such Customer.

         "Regulatory Change" shall mean, with respect to the Agent or any Bank,
any change on or after the date of this Agreement in any Legal Requirement
(including Regulation D of the Federal Reserve Board) or the adoption or making
on or after such date of any official interpretation, directive or request
applying to a class of banks including the Agent or such Bank under any Legal
Requirement (whether or not having the force of law) by any Governmental
Authority charged with the interpretation or administration thereof.

         "Reimbursement Obligation" has the meaning set forth in Section 3.4(b).

         "Reportable Event" means any of the events set forth in Section 4043(b)
of ERISA or the regulations thereunder, withdrawal from a Plan described in
Section 4063 of ERISA, or a cessation of operations described in Section 4062(e)
of ERISA.

                                       26
<PAGE>

         "Required Banks" means at any time Banks holding more than 66-2/3% of
the Commitments, or if the Commitments have terminated, Banks holding more than
66-2/3% of the Aggregate Exposure.

         "Responsible Officer" means the Chief Executive Officer, the President,
any Executive Vice President, or any Vice President of any Obligor or, with
respect to financial matters, the Chief Financial Officer or the Treasurer of
the Company.

         "Revenue Accruals" means revenue accruals of any Obligor, in each case
in the ordinary course of business and as reflected on the balance sheet of such
Obligor prepared in accordance with GAAP, consistently applied, and for which
the Agent for the benefit of the banks has an Acceptable Security Interest on
all related contract rights of such Obligor. Revenue Accruals shall not include
any revenue accrual that arises out of an Excluded Contract.

         "Revolving Borrowing" means (i) an initial borrowing consisting of
Revolving Loans of the same Type (and, in the case of Eurodollar Rate Loans,
with the same Interest Period) made to any Borrower on the same day by the
Banks, (ii) Revolving Loans made to any Borrower which are continued as
Eurodollar Rate Loans with the same Interest Period selected pursuant to Section
2.4, and (iii) Revolving Loans which are Base Rate Loans made to any Borrower.

         "Revolving Loan" means a loan made to a Borrower by a Bank pursuant to
Section 2.1(a), which loan may be either a Base Rate Loan or Eurodollar Rate
Loan and which may be converted or continued pursuant to Section 2.4.

         "Revolving Note" means a Revolving Note in the form of Exhibit A-1
executed by a Borrower in favor of a Bank pursuant to Section 2.2(b) and
evidencing the outstanding Revolving Loans of such Bank made to such Borrower,
together with all renewals, extensions, modifications and replacements thereof
and substitutions therefor.

         "RPI" means Willbros RPI, Inc., a Delaware corporation.

         "Secured Obligations" means the Obligations and any Hedging Obligations
of any Obligor payable to a Bank or any Affiliate of a Bank.

         "Secured Parties" means the Agent, the Issuing Bank, the Banks and
their respective Affiliates (to the extent such Affiliates hold Hedging
Obligations of any Obligor).

         "Security Agreement" means the Security Agreement dated as of June 14,
2002 among the Obligors and the Agent for the benefit of the Secured Parties in
the form of Exhibit L and as modified upon delivery of any Election to
Participate or Election to Terminate.

         "Security Documents" means, collectively, the Security Agreement, the
Pledge Agreements, the Account Control Agreements, the Ship Mortgages, the
Foreign Collateral Documents, and all other security agreements, mortgages,
deeds of trust, patent

                                       27
<PAGE>

and trademark assignments, lease assignments, guarantees and other agreements
executed by any Obligor in favor of the Agent for the benefit of the Secured
Parties to secure the Secured Obligations, and all financing statements (or
comparable documents) now or hereafter filed in accordance with the Uniform
Commercial Code (or comparable law) against any Obligor in favor of the Agent on
behalf of the Secured Parties, and any amendments, supplements, modifications,
renewals, replacements, consolidations, substitutions and extensions of any of
the foregoing.

         "Senior Secured Financial Indebtedness" means Indebtedness incurred in
connection with this Agreement and any other Indebtedness of any Obligor
permitted under this Agreement that is secured by Permitted Liens.

         "Ship Mortgage" means a maritime mortgage in substantially the form of
either Exhibit K-1 or Exhibit K-2, as applicable, or otherwise in form and
substance satisfactory to the Agent.

         "Solvent" means, as to any Person at any time, that (i) the fair value
of the property of such Person at such time is greater than the amount of such
Person's liabilities at such time (including disputed, contingent and
unliquidated liabilities but excluding Non-US Intercompany Liabilities, as
hereinafter defined) as such value is established and liabilities evaluated for
purposes of Section 101(31) of the United States Bankruptcy Code (12 U.S.C.
ss.101 et seq.); (ii) the present fair saleable value of the property of such
Person at such time 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; (iii) such Person at such time 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; (iv)
such Person at such time 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 (v) such Person at such time is not engaged in business
or a transaction, and is not about to engage in business or a transaction, for
which such Person's property would constitute unreasonably small capital. For
purposes of this definition, "Non-US Intercompany Liabilities" means liabilities
of a Subsidiary of Willbros (other than a Subsidiary organized under the laws of
any state of the United States) which are in favor of another WGI Entity.

         "Specified Customer" means an Customer specified on Schedule 1.1(C).

         "Standby LC" means any letter of credit which is not a Commercial LC.

         "Subordinated Debt" means any Indebtedness of the Company or any of its
Subsidiaries which is subordinated to the Obligations pursuant to provisions
acceptable to the Required Banks.

         "Subsidiary" of a Person means any corporation, association,
partnership, joint venture or other business entity of which forty-nine percent
(49%) or more of the voting stock or other equity interests is owned or
controlled directly or indirectly by such Person or by one or more other
subsidiaries or parent entities of such Person or by any

                                       28
<PAGE>

combination of the foregoing. For purposes of this Agreement, TOCO, WONL, and
WNL will be treated as wholly-owned Subsidiaries of the Company.

         "Swingline Bank" means CLNY.

         "Swingline Loan" means a loan made by the Swingline Bank to the Company
pursuant to Section 2.1(b).

         "Swingline Note" means the Swingline Note in the form of Exhibit A-2
executed by the Company in favor of the Swingline Bank pursuant to Section
2.2(c) in the principal amount of $2,000,000 and evidencing outstanding
Swingline Loans made to the Company by the Swingline Bank.

         "Swingline Restriction Notice" means a notice from the Agent to the
Swingline Bank substantially in the form of Exhibit Q-1.

         "Taxes" has the meaning specified in Section 5.8(a).

         "Termination of Swingline Restriction Notice" means a notice from the
Agent to the Swingline Bank substantially in the form of Exhibit Q-2.

         "Tier 1" means:

                  (a)      with respect to Receivables, all Receivables payable
in an OECD currency by Designated Customers or covered by Acceptable Credit
Support, provided the Customers have agreed in the contracts or orders giving
rise to such Receivables to make all payments due from them under such contracts
or orders into an Acceptable Bank Account (or, if covered by an Acceptable
Credit Support, the terms thereof provide for all payments thereunder to be made
directly to such an Acceptable Bank Account);

                  (b)      with respect to Revenue Accruals, all Revenue
Accruals which, when billed, will give rise to Tier 1 Receivables;

                  (c)      with respect to Contract Cost and Recognized Income
Not Yet Billed, all Contract Cost and Recognized Income Not Yet Billed which,
when billed, will give rise to Tier 1 Receivables; and

                  (d)      with respect to JV Interests, all JV Interests where
the Tier 1 JV Conditions have been satisfied to the reasonable satisfaction of
the Agent.

         "Tier 1 JV Conditions" means:

                  (a)      the respective Obligor has granted (x) an Acceptable
Security Interest in such Obligor's undivided ownership interests (based on its
WGI Ownership Percentage of the Material Joint Venture) in accounts receivable
of the Material Joint Venture, and the Customer has given any necessary consents
to such Acceptable Security Interest and the Agent's right to enforce such
Acceptable Security Interest, and (y) an

                                       29
<PAGE>

Acceptable Security Interest in such Obligor's contract rights in respect of
such Material Joint Venture,

                  (b)      each JV Partner to the Material Joint Venture other
than the respective Obligor has acknowledged such Obligor's pledge of its
contract rights related to such Material Joint Venture, and has agreed not to
pledge or assign to any Person any of such JV Partner's rights (i) in more than
such JV Partner's ownership percentage of the accounts receivable of the
Material Joint Venture or any proceeds thereof or (ii) with respect to any bank
account holding such proceeds from time to time.

         "Tier 2" means:

                  (a)      with respect to Receivables, (i) all Receivables
which do not qualify as Tier 1 Receivables solely because the respective
Customers are not Designated Customers and such receivables are not covered by
Acceptable Credit Support, and (ii) all Excepted Receivables;

                  (b)      with respect to Revenue Accruals, (i) all Revenue
Accruals which, when billed, will give rise to Tier 2 Receivables, and (ii) all
Excepted Revenue Accruals;

                  (c)      with respect to Contract Cost and Recognized Income
Not Yet Billed, (i) all Contract Cost and Recognized Income Not Yet Billed
which, when billed, will give rise to Tier 2 Receivables, and (ii) all Excepted
Contract Cost and Recognized Income Not Yet Billed; and

                  (d)      with respect to JV Interests, all JV Interests which
do not qualify as Tier 1 JV Interests solely because the Customers of the
respective Material Joint Venture are not Designated Customers.

         "Tier 3" means:

                  (a)      when referring to "Tier 3 Receivables", all
Receivables which do not qualify as either Tier 1 Receivables or Tier 2
Receivables;

                  (b)      when referring to "Tier 3 Revenue Accruals", all
Revenue Accruals which do not qualify as either Tier 1 Revenue Accruals or Tier
2 Revenue Accruals;

                  (c)      when referring to "Tier 3 Contract Cost and
Recognized Income Not Yet Billed", all Contract Cost and Recognized Income Not
Yet Billed which do not qualify as either Tier 1 Contract Cost and Recognized
Income Not Yet Billed or Tier 2 Contract Cost and Recognized Income Not Yet
Billed; and

                  (d)      with respect to JV Interests, all JV Interests which
do not qualify as either Tier 1 JV Interests or Tier 2 JV Interests.

         "TOCO" means The Oman Construction Company, LLC, a limited liability
company organized under the laws of the Oman which is 49% owned by WME.

                                       30
<PAGE>

         "Total Capitalization" means, at any date, the sum of (a) Financial
Indebtedness of the Company on such date plus (b) common equity and preferred
stock of the Company on such date.

         "Total Commitment" means the aggregate Commitments of the Banks to make
Loans and to issue and/or participate in Letters of Credit under this Agreement.
The initial Total Commitment is $150,000,000.

         "Transferee" has the meaning specified in Section 13.8.

         "Type" refers to the interest rate option applicable to any Loan, i.e.,
Base Rate or Eurodollar Rate.

         "UCP" means the Uniform Customs and Practice for Documentary Credits
(1993 Revision), International Chamber of Commerce Publication No. 500 (and any
subsequent revision thereof approved by a Congress of the International Chamber
of Commerce).

         "Unfunded Pension Liabilities" means the excess of a Plan's accrued
benefits, as defined in Section 3(23) of ERISA, over the current value of that
Plan's assets, as defined in Section 3(26) of ERISA.

         "U.S." means the United States of America.

         "WAPI" means Willbros Andina Pipeline Investments, L.L.C., a Delaware
limited liability company.

         "WCI" means Willbros Constructors, Inc., a Panama corporation which is
a direct wholly-owned subsidiary of WII.

         "WEI" means Willbros Engineers, Inc., a Delaware corporation.

         "WESCO" means Willbros Energy Services Company, a Delaware corporation.

         "WGI" has the meaning given such term in the introductory paragraph of
this Agreement.

         "WGI Entity" means each Obligor and each Material Joint Venture of an
Obligor.

         "WGI Ownership Percentage" means, with respect to any Material Joint
Venture, the percentage of the common stock, equity interest or joint venture
interest in such Material Joint Venture which is owned by an Obligor.

         "WII" means Willbros International, Inc., a corporation organized under
the laws of the Republic of Panama.

         "Withdrawal Liabilities" means, as of any determination date, the
aggregate amount of the liabilities, if any, pursuant to Section 4201 of ERISA
if the Controlled

                                       31
<PAGE>

Group made a complete withdrawal from all Multiemployer Plans and any increase
in contributions pursuant to Section 4243 of ERISA.

         "WMAI" means Willbros Marine Assets, Inc., a Panamanian corporation
which is a direct wholly-owned Subsidiary of WII.

         "WME" means Willbros Middle East, Inc., a corporation organized under
the laws of the Republic of Panama.

         "WNL" means Willbros (Nigeria) Limited, a company organized under the
laws of the Federal Republic of Nigeria which is 60% owned by WWAI.

         "WONL" means Willbros (Offshore) Nigeria Limited, a company organized
under the laws of the Federal Republic of Nigeria which is 60% owned by WWAI.

         "WOSI" means Willbros Operating Services, Inc., a Delaware corporation
which is a wholly-owned Subsidiary of WUSA.

         "WPEC" means Willbros Process Electric and Control, Inc., a Oregon
corporation.

         "WPED" means Willbros Process Engineering Design, Inc., a Colorado
corporation.

         "WPIE" means Willbros Pacific Industrial Electric, Inc., a Colorado
corporation.

         "WTSA" means Willbros Transandina S.A., a Bolivian corporation which is
an indirect wholly-owned Subsidiary of WII and a direct wholly-owned Subsidiary
of WAPI.

         "WUSA" means Willbros U.S.A., Inc., a Delaware corporation.

         "WWAI" means Willbros West Africa, Inc., a Panama corporation which is
a wholly-owned Subsidiary of WII.

         1.2      Other Definitional Provisions.

                  (a)      Unless otherwise specified herein or therein, all
terms defined in this Agreement shall have the defined meanings when used in any
other Credit Document or in any certificate or other document made or delivered
pursuant to any Credit Document.

                  (b)      All accounting terms not expressly defined in this
Agreement shall be construed, except where the context otherwise requires, and
all financial computations required under this Agreement shall be made, in
accordance with GAAP.

                  (c)      Unless otherwise provided or the context otherwise
requires, the words "hereof", "herein" and "hereunder" and words of similar
import when used in this

                                       32
<PAGE>

Agreement or any other Credit Document shall refer to this Agreement or such
Credit Document as a whole and not to any particular provision of this Agreement
or such other Credit Document, and section, schedule and exhibit references are
to this Agreement unless otherwise specified. The meaning of defined terms shall
be equally applicable to the singular and plural forms of the defined terms.

                  (d)      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".

                  (e)      References to statutes or regulations are to be
construed as including all statutory and regulatory provisions consolidating,
amending or replacing the statute or regulation.

                  (f)      The captions and headings of this Agreement and the
other Credit Documents are for convenience of reference only and shall not
affect the construction of this Agreement or the other Credit Documents.

                  (g)      Unless otherwise expressly provided, any accounting
concept and all financial covenants shall be determined on a consolidated basis,
and financial measurements shall be computed without duplication.

                  (h)      Wherever the term "including" or any of its
correlatives appears in the Credit Documents, it shall be read as if it were
written "including (by way of example and without limiting the generality of the
subject or concept referred to)".

                  (i)      References in any Credit Document to Section numbers
are references to the Sections of such Credit Document. References in any Credit
Document to Exhibits, Schedules, Annexes and Appendices are to the Exhibits,
Schedules, Annexes and Appendices to such Credit Document, and they shall be
deemed incorporated into such Credit Document by reference.

                  (j)      Except as otherwise provided herein, any term defined
in the Credit Documents which refers to a particular agreement, instrument or
document shall also mean, refer to and include all modifications, amendments,
supplements, restatements, renewals, extensions and substitutions of the same;
provided that nothing in this subsection shall be construed to authorize any
such modification, amendment, supplement, restatement, renewal, extension or
substitution except as may be permitted by other provisions of the Credit
Documents.

                  (k)      Unless otherwise provided or the context otherwise
requires, all times of day used in the Credit Documents mean local time in New
York, New York.

                  (l)      Defined terms may be used in the singular or plural,
as the context requires, and whenever the singular number is used, the same
shall include the plural where appropriate, and vice versa. The masculine and
neuter genders used in this Agreement each includes the masculine, feminine and
neuter genders.

                                       33
<PAGE>

                                   ARTICLE II
                                      LOANS

         2.1      Loans.

                  (a)      Each Bank severally agrees, on the terms and subject
to the conditions set forth in this Agreement, to make Revolving Loans to any
Borrower from time to time, on any Business Day during the period from the
Closing Date to the Maturity Date, in an aggregate amount for all Borrowers not
to exceed at any time outstanding an amount equal to (i) such Bank's Commitment
less (ii) such Bank's Percentage Share of an amount equal to sum of the Letter
of Credit Obligations plus the Swingline Loans outstanding at such time;
provided, that, after giving effect to any requested Borrowing on such date and
any issuance of Letters of Credit on such date, (A) the Aggregate Exposure shall
not exceed the Total Commitment on such date, (B) Borrowing Base Exposure shall
not exceed the Net Borrowing Base on such date, and (C) the aggregate principal
amount of all Loans outstanding on such date shall not exceed the Loan Limit.
Within the foregoing limits, the Borrowers may borrow Revolving Loans under this
Section 2.1(a), prepay Revolving Loans pursuant to Section 2.5 and reborrow
Revolving Loans pursuant to this Section 2.1(a).

                  (b)      On the terms and conditions set forth in this
Agreement, the Swingline Bank may, in its sole discretion on any Business Day
during the period from the date of this Agreement until the Maturity Date, make
Swingline Loans to the Company from time to time in an aggregate principal
amount not to exceed $2,000,000 outstanding at any time; provided, that, after
giving effect to any requested Borrowing on such date and any issuance of
Letters of Credit on such date, (A) the Aggregate Exposure shall not exceed the
Total Commitment on such date, (B) Borrowing Base Exposure shall not exceed the
Net Borrowing Base on such date, and (C) the aggregate principal amount of all
Loans outstanding on such date shall not exceed the Loan Limit; and provided
further than no Swingline Loan shall be made by the Swingline Bank if the
Swingline Bank (x) has received a Swingline Restriction Notice and has not
received a Termination of Swingline Restriction Notice canceling such Swingline
Restriction Notice or (y) has actual knowledge that the statements set forth in
Section 7.2(b) and (c) are not true on the date of such Swingline Loan, it being
agreed by the Company that any request for a Swingline Loan by the Company and
the acceptance by the Company of the proceeds of such Swingline Loan shall
constitute a representation and warranty by the Company that on the date of such
Swingline Loan such statements are true. Within the foregoing limits, the
Company may borrow Swingline Loans under this Section 2.1(b), prepay Swingline
Loans pursuant to Section 2.5 and reborrow Swingline Loans pursuant to this
Section 2.1(b).

                  (c)      The Borrowers and the Banks agree that in the event
any Swingline Loan is not repaid on the date due to the Swingline Bank, the
Swingline Bank shall so notify the Agent and the Agent shall promptly notify
each of the Banks, and thereupon each Bank shall pay to the Agent for the
account of the Swingline Bank its Percentage Share of such Swingline Loan, it
being agreed that such Bank's obligation to pay its share of such Swingline Loan
shall be irrevocable notwithstanding the fact that

                                       34
<PAGE>

such Swingline Loan matures and becomes due and payable after the termination of
the Commitments, acceleration of the Loans, or otherwise, and whether or not the
conditions precedent in Section 7.2 have been satisfied (a "Mandatory Funding").
Unless an Event of Default exists pursuant to Section 10.1(f) or (g), each such
payment by a Bank as part of a Mandatory Funding shall be deemed to be a Base
Rate Loan made to the Company pursuant to such Bank's Commitment as part of a
Revolving Borrowing of Base Rate Loans to the Company, and the Company hereby
irrevocably instructs the Swingline Bank to apply the proceeds of such Mandatory
Funding to the payment of the outstanding Swingline Loans. If an Event of
Default does exist pursuant to Section 10.1(f) or (g) at the time of any
Mandatory Funding, each payment by a Bank as part of such Mandatory Funding
shall be deemed to be such Bank's purchase of a participation interest in the
outstanding Swingline Loans. The Agent shall give each Bank notice of such
Mandatory Funding by 11:00 a.m. on the date the Mandatory Funding is to be made.
Each Bank shall make its portion of the Mandatory Funding available to the Agent
for the account of the Swingline Bank in immediately available funds by 1:00
p.m. on the date requested.

         2.2      Loan Accounts and Notes.

                  (a)      Each Bank, with respect to amounts payable to it
under the Credit Documents, and the Agent, with respect to all amounts payable
under the Credit Documents, shall maintain on its books in accordance with its
usual practice, loan accounts and control accounts, respectively, setting forth
each Loan, the applicable interest rate and the amounts of principal, interest
and other sums paid and payable from time to time under the Credit Documents
with respect thereto; provided, however, that the failure, error or omission by
a Bank or the Agent to maintain an account or ledger or to record any
information therein shall not diminish or otherwise affect any of the
Obligations of the Borrowers under any Credit Document. In the case of any
dispute, action or proceeding relating to any amount payable under any Credit
Document, the entries in each such account shall constitute conclusive evidence
of the accuracy of the information so recorded in the absence of manifest error.
In case of a discrepancy between the entries in the Agent's books and any Bank's
books, such Bank's books shall be considered correct in the absence of manifest
error.

                  (b)      In the event any Bank shall so elect by notice to the
Company and the Agent, each Borrower shall execute and deliver to such Bank a
Revolving Note to evidence the Revolving Loans of such Bank to such Borrower,
payable to the order of such Bank in a principal amount equal to the Commitment
of such Bank and otherwise duly completed. Each Bank holding such a Revolving
Note is hereby authorized by the respective Borrower executing such Revolving
Note to endorse on the schedule (or a continuation thereof) attached to such
Revolving Note, to the extent applicable, the date, amount and Type of each
Revolving Loan made by such Bank to such Borrower, and each continuation
thereof, each conversion of all or a portion thereof to another Type, the date
and amount of each payment or prepayment of principal thereof received by such
Bank and, in the case of Eurodollar Rate Loans, the length of each Interest
Period; provided, that any failure by any Bank to make any such endorsement
shall not affect the obligations of the Borrower under such Revolving Note or
this Agreement in respect of such Revolving Loan.

                                       35
<PAGE>

                  (c)      The Company shall execute and deliver to the
Swingline Bank the Swingline Note to evidence the Swingline Loans to the
Company, payable to the order of the Swingline Bank in a principal amount equal
to $2,000,000.

         2.3      Procedure for Borrowing.

                  (a)      Each Revolving Borrowing shall be made upon the
written notice of the Company acting on behalf of any Borrower in the form of a
Notice of Revolving Borrowing (which notice must be received by the Agent at its
Principal Office prior to 11:00 a.m. (i) three Business Days prior to the
requested borrowing date, in the case of Eurodollar Rate Loans, and (ii) on the
Business Day of the requested borrowing date, in the case of Base Rate Loans),
specifying the applicable Borrower and:

                           (A)      the amount of the Revolving Borrowing, which
                  shall be in an aggregate minimum principal amount of One
                  Million Dollars ($1,000,000) or any multiple of One Hundred
                  Thousand Dollars ($100,000) in excess thereof;

                           (B)      the requested borrowing date, which shall be
                  a Business Day;

                           (C)      whether the Revolving Borrowing is to be
                  comprised of Eurodollar Rate Loans or Base Rate Loans; and

                           (D)      the duration of the Interest Period
                  applicable to such Revolving Loans included in such notice,
                  subject to the definition of "Interest Period."

                  (b)      Upon receipt of each Notice of Revolving Borrowing,
the Agent shall promptly notify each Bank thereof and of the amount of such
Bank's Percentage Share of the requested Revolving Borrowing.

                  (c)      Each Bank will make available to the Agent for the
account of the Borrower an amount equal to such Bank's Percentage Share of a
requested Revolving Borrowing at the Principal Office in New York, New York for
payment by 3:00 p.m. on the borrowing date requested in funds immediately
available to the Agent. Unless any applicable condition specified in Article VII
has not been satisfied, the proceeds of all such Loans will then be made
available to the applicable Borrower by the Agent at such Principal Office by
crediting the account of such Borrower specified in the Notice of Revolving
Borrowing with the aggregate of the amounts made available to the Agent by the
Banks and in like funds as received by the Agent.

                  (d)      The Company may, on behalf of the Borrowers, request
a maximum of two Revolving Borrowings to be made on the same date, provided that
each Revolving Borrowing is in the minimum amount required under clause (A) of
Section 2.3(a), and provided further that after giving effect to any Revolving
Borrowing of Eurodollar Rate Loans, not more than five (5) different Interest
Periods applicable to outstanding Eurodollar Rate Loans are in effect.

                                       36
<PAGE>

                  (e)      The Company may request a Swingline Loan to be made
pursuant to telephone request to the Swingline Bank (Attention: John
Chianchiano, 212-261-7645) not later than 2:00 p.m. (New York, New York time) on
the borrowing date, such telephone notice to be promptly followed by a faxed
copy of a completed Notice of Swingline Borrowing delivered to the Swingline
Bank (Attention: Loan Servicing, c/o John Chianchiano, Fax 212-459-3180/3181) on
the date of the proposed Swingline Loan, the amount of the Swingline Loan (which
shall be in a minimum amount of One Hundred Thousand Dollars ($100,000) or any
multiple of One Hundred Thousand Dollars ($100,000) in excess thereof), and the
requested borrowing date, which shall be a Business Day. Unless the Swingline
Bank has received a Swingline Restriction Notice from the Agent prior to such
time (faxed to the attention of Loan Servicing, c/o John Chianchiano, Fax
212-459-3180/2181) and has not received a further notice canceling such
Swingline Restriction Notice, or the Swingline Bank is otherwise aware that any
applicable condition to a borrowing specified in Article VII has not been
satisfied, the Swingline Bank may (if it elects to make the requested Swingline
Loan) make the proceeds of the requested Swingline Loan directly available to
the Company on the borrowing date requested in funds immediately available to
the Company, and shall promptly notify the Agent of the making of such Swingline
Loan.

         2.4      Conversion and Continuation Elections.

                  (a)      The Company may on behalf of any Borrower which has
outstanding Revolving Loans, upon irrevocable written notice to the Agent as
provided below:

                           (i)      elect to convert, on any Business Day, any
         Base Rate Loans (or any part thereof in an amount not less than One
         Million Dollars ($1,000,000) or an integral multiple of One Hundred
         Thousand Dollars ($100,000) in excess thereof) into Eurodollar Rate
         Loans;

                           (ii)     elect to convert, on any Interest Payment
         Date, any Eurodollar Rate Loans maturing on such Interest Payment Date
         (or any part thereof in an amount not less than One Million Dollars
         ($1,000,000) or an integral multiple of One Hundred Thousand Dollars
         ($100,000) in excess thereof), into Base Rate Loans; or

                           (iii)    elect to renew, on any Interest Payment Date
         therefor, any Eurodollar Rate Loans (or any part thereof in an amount
         not less than One Million Dollars ($1,000,000) or an integral multiple
         of One Hundred Thousand Dollars ($100,000) in excess thereof);

         provided, that if the aggregate amount of Eurodollar Rate Loans shall
have been reduced, by payment, prepayment, or conversion of part thereof, to be
less than One Million Dollars ($1,000,000), all such Eurodollar Rate Loans shall
automatically convert into Base Rate Loans; and on and after such date the right
of the Borrowers to continue such Loans as Eurodollar Rate Loans shall
terminate.

                                       37
<PAGE>

                  (b)      The Company shall deliver by telecopier, confirmed
immediately in writing, a Notice of Conversion/Continuation to be received by
the Agent not later than 11:00 a.m. at least (i) three Business Days in advance
of the Conversion Date or continuation date, if the Loans are to be converted
into or continued as Eurodollar Rate Loans, and (ii) on the Business Day of the
Conversion Date or continuation date, if the Revolving Loans are to be converted
into or renewed as Base Rate Loans, specifying:

                           (A)      the proposed Conversion Date or continuation
                  date;

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

                           (C)      the Type into which such Revolving Loans are
                  to be converted or continued; and

                           (D)      the duration of the requested Interest
                  Period, subject to the definition of "Interest Period".

                  (c)      If upon the expiration of any Interest Period
applicable to Eurodollar Rate Loans, the Company has failed to select a new
Interest Period to be applicable to such Eurodollar Rate Loans in accordance
with this Agreement, or if any Default shall then have occurred and be
continuing, the Company shall be deemed to have elected to convert such
Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date
of such Interest Period.

                  (d)      Upon receipt of a Notice of Conversion/Continuation,
the Agent shall promptly notify each Bank thereof. All conversions and
continuations shall be made pro rata according to the respective outstanding
principal amounts of the Revolving Loans held by each Bank with respect to which
such notice was given.

                  (e)      Notwithstanding any other provision contained in this
Agreement, after giving effect to any conversion or continuation of any
Revolving Loans, there shall not be more than five different Interest Periods
applicable to outstanding Eurodollar Rate Loans in effect.

                  (f)      Swingline Loans may not be converted or continued.

         2.5      Optional Prepayments of Loans.

                  (a)      Subject to Section 5.12, any Borrower may, at any
time or from time to time, upon prior notice to the Agent, ratably prepay
Revolving Loans made to such Borrower in whole or in part, in amounts of One
Million Dollars ($1,000,000) or any multiple of One Hundred Thousand Dollars
($100,000) in excess thereof. Such notice of prepayment (i) shall specify the
date and amount of such prepayment and whether such prepayment is of Base Rate
Loans or Eurodollar Rate Loans, or any combination thereof, and (ii) shall be
given not less than three Business Days' before a prepayment of Eurodollar Rate
Loans and by 11:00 a.m. on the date of prepayment of any Base Rate Loans. Such
notice shall not thereafter be revocable by the applicable

                                       38
<PAGE>

Borrower, and the Agent shall promptly notify each Bank thereof and of such
Bank's Percentage Share of such prepayment. If such notice is given, the
applicable Borrower shall make such prepayment and the payment amount specified
in such notice shall be due and payable on the date specified therein, together
with accrued interest to each such date on the amount prepaid and the amounts
required pursuant to Section 5.12.

                  (b)      The Company may, at any time or from time to time on
any Business Day, upon prior telephone notice to the Swingline Bank received by
3:00 p.m. (Houston, Texas time) on such Business Day, prepay Swingline Loans in
whole or in part. If such notice is given, the Company shall make such
prepayment and the payment amount specified in such notice shall be due and
payable on the date specified therein, together with accrued interest to each
such date on the amount prepaid. The Swingline Bank shall promptly thereafter
notify the Agent of the amount prepaid.

         2.6      Mandatory Prepayments of Loans.

                  (a)      Loan Sublimit. If on any date, the aggregate
outstanding principal balance of Loans shall exceed the Loan Limit, the Company
shall cause one or more Borrowers on such date to repay Loans in an aggregate
amount equal to the lesser of (i) such excess or (ii) the Loans then
outstanding, together with any amount required to be paid in connection
therewith pursuant to Section 5.12.

                  (b)      Borrowing Base Exposure/Net Borrowing Base. If on any
date, Borrowing Base Exposure shall exceed the Net Borrowing Base, the Company
shall cause one or more Borrowers on such date to prepay Loans in an aggregate
amount equal to the lesser of (i) such excess or (ii) the Loans then
outstanding, together with any amount required to be paid in connection
therewith pursuant to Section 5.12.

                  (c)      Total Commitment Reduction. If on any date the Total
Commitment is reduced pursuant to Section 4.7, the Aggregate Exposure shall
exceed the amount of the Total Commitment after giving effect to the reduction
thereof, the Company shall cause one or more Borrowers on such date to prepay
Loans in an aggregate amount equal to the lesser of (i) such excess or (ii) the
Loans then outstanding, together with any amount required to be paid in
connection therewith pursuant to Section 5.12.

                  (d)      Asset Sale. On the date of any Obligor's receipt of
Net Cash Proceeds of any Asset Sale, the Company shall cause one or more
Borrowers on such date to prepay Loans in an aggregate amount equal to the
lesser of (i) the Net Cash Proceeds of such Asset Sale or (ii) the Loans then
outstanding, together with any amount required to be paid in connection
therewith pursuant to Section 5.12.

                  (e)      Extraordinary Receipt. On the date of any Obligor's
receipt of Net Cash Proceeds of any Extraordinary Receipt, the Company shall
cause one or more Borrowers on such date to prepay Loans in an aggregate amount
equal to the lesser of (i) the Net Cash Proceeds of such Extraordinary Receipt
or (ii) the Loans then outstanding,

                                       39
<PAGE>

together with any amount required to be paid in connection therewith pursuant to
Section 5.12.

                  (f)      Equity Issuance. On the date of the Company's receipt
of Net Cash Proceeds of any Equity Issuance, the Company shall cause one or more
Borrowers on such date to prepay Loans in an aggregate amount equal to the
lesser of (i) the Net Cash Proceeds of such Equity Issuance or (ii) the Loans
then outstanding, together with any amount required to be paid in connection
therewith pursuant to Section 5.12.

                  (g)      Application of Prepayments. Any prepayments by a
Borrower pursuant to this Section 2.6 made on a day other than an Interest
Payment Date for any Loan outstanding to such Borrower shall be applied first to
any Base Rate Loans to such Borrower then outstanding and then to Eurodollar
Rate Loans to such Borrower with the shortest Interest Periods remaining;
provided, however, that if the amount of Base Rate Loans then outstanding is not
sufficient to satisfy the entire prepayment requirement, the applicable Borrower
may, at its option, place any amounts which would otherwise be required to be
used to prepay Eurodollar Rate Loans on a day other than the last day of the
Interest Period therefor in the Cash Collateral Account until the end of such
Interest Period at which time such pledged amounts will be applied to repay such
Eurodollar Rate Loans.

         2.7      Repayment of Loans.

                  (a)      Each Borrower agrees to repay to the Agent, at the
Principal Office of the Agent in New York, New York, for the account of the
Banks, the unpaid principal balance of all Revolving Loans made to such Borrower
on or before the Maturity Date.

                  (b)      The Company agrees to repay to the Swingline Bank at
its office designated on Annex C, for the account of the Swingline Bank, the
unpaid principal balance of each Swingline Loan, together with all accrued and
unpaid interest thereon, on or before the earlier of (i) three (3) Business Days
before the Maturity Date or (ii) the date five (5) Business Days after the date
such Swingline Loan was made. In the event Revolving Loans are available in
accordance with the terms and conditions of this Agreement on the date a
Swingline Loan must be repaid, the Company may request a Revolving Borrowing on
such date to repay such Swingline Loan. The Swingline Bank shall promptly notify
the Agent of each repayment of a Swingline Loan or any failure on the part of
the Company to repay a Swingline Loan on the date due.

         2.8      Interest.

                  (a)      Each Swingline Loan shall bear interest on the
outstanding principal amount thereof from the date when made until it is paid in
full at a rate per annum equal to (i) on any day when no Event of Default has
occurred and is continuing, the Base Rate plus one percent (1%), and (ii) on any
day when an Event of Default has occurred and is continuing, the Base Rate plus
three percent (3%). Each Revolving Loan shall bear interest on the outstanding
principal amount thereof from the date when made

                                       40
<PAGE>

until it is paid in full at a rate per annum equal to the Eurodollar Rate or the
Base Rate, as the case may be, plus the Applicable Margin.

                  (b)      Provided no Event of Default has occurred and is
continuing, interest on each Revolving Loan shall be payable in arrears on each
Interest Payment Date and interest on each Swingline Loan shall be payable in
arrears on the date such Swingline Loan is due and payable in full. Interest
shall also be due on the date of any prepayment of Loans pursuant to Sections
2.5 and 2.6 for the portion of the Loans so prepaid and upon payment (including
prepayment) in full thereof. After the occurrence and during the continuation of
any Event of Default or after acceleration, any accrued interest shall be due on
demand.

         2.9      Affiliates; Lending Offices.

                  (a)      Any Bank may, if it so elects, fulfill its lending or
payment obligations by causing a branch, foreign or otherwise, or an Affiliate
of such Bank to make any Loan or payment to be made by such Bank hereunder and
may transfer and carry any such Loan at, to or for the account of any branch
office or Affiliate of such Bank; provided, that in such event, for the purposes
of this Agreement, any such Loan shall be deemed to have been made by such Bank
and the obligation of the applicable Borrower to repay such Loan shall
nevertheless be to such Bank and shall be deemed to be held by such Bank, to the
extent of such Loan, for the account of such branch or Affiliate.

                  (b)      Notwithstanding any provision of this Agreement to
the contrary, each Bank shall be entitled to fund and maintain its funding of
all or any part of its Loans in any manner it sees fit.

                                   ARTICLE III
                                LETTERS OF CREDIT

         3.1      Issuance of Letters of Credit.

                  (a)      From time to time, on any Business Day during the
period from the Closing Date to the date 15 Business Days prior to the Maturity
Date, on the terms and subject to the conditions set forth in this Agreement,
the Company may, on behalf of any Borrower, request the Issuing Bank to issue,
and each Bank to participate in, Standby LCs and Commercial LCs for the account
of such Borrower; provided, however, that: (i) the Issuing Bank shall not be
obligated to issue any Letter of Credit, nor shall any Bank be obligated to
participate in the same, if, after giving effect to such issuance, (x) the
Aggregate Exposure would exceed the Total Commitment or (y) Borrowing Base
Exposure would exceed the Net Borrowing Base; and (ii) the application for any
requested Letter of Credit, and any customary instruments and agreements
relating thereto must be satisfactory in form and substance to the Issuing Bank.
Any Letter of Credit shall be denominated in Dollars or an Alternative Currency.

                  (b)      Concurrently with the issuance of each Letter of
Credit by the Issuing Bank, each Bank shall be deemed to have purchased, and
hereby agrees to

                                       41
<PAGE>

purchase, irrevocably and unconditionally, from the Issuing Bank, without
recourse, an undivided interest and participation in the related Letter of
Credit Obligation in an amount equal to the product of (i) its Percentage Share
and (ii) the Letter of Credit Obligation related to such Letter of Credit (or,
if applicable, the Dollar Equivalent thereof).

                  (c)      Each issuance of a Letter of Credit shall be deemed
to utilize the Commitment of each Bank in an amount equal to such Bank's
Percentage Share of the Letter of Credit Obligations related to such Letter of
Credit (or, if applicable, the Dollar Equivalent thereof).

                  (d)      The Issuing Bank shall not be obligated to issue any
Letter of Credit under this Agreement if such issuance would conflict with, or
cause any Borrower, the Issuing Bank, or any Bank participating in a Letter of
Credit to be in violation of any Legal Requirement, including any prohibition of
the foreign assets control regulations of the United States Treasury Department,
or after the Issuing Bank or any Bank has promptly notified the Agent that it
cannot, for any reason, issue or participate in a Letter of Credit. If a Letter
of Credit will not be issued because of either of the reasons stated in the
preceding sentence and the failure to issue was not due to any Borrower's or any
Bank's violation of any Legal Requirement, the applicable Borrower may obtain
such letter of credit from a third party to the extent permitted by Section 9.4.

                  (e)      Notwithstanding anything herein or in the Original
Credit Agreement to the contrary, as of the Closing Date (i) each Bank shall be
deemed to have purchased from the Issuing Bank, without recourse, an undivided
interest and participation in each Outstanding LC equal to the product of (x)
its Percentage Share and (y) the Letter of Credit Obligation related to such
Letter of Credit (or, if applicable, the Dollar Equivalent thereof), and (ii)
the Commitment of each Bank shall be deemed to be used in an amount equal to
such Bank's Percentage Share of the Letter of Credit Obligations related to such
Outstanding LC (or, if applicable, the Dollar Equivalent thereof).

         3.2      Use of Letters of Credit.

                  (a)      A Standby LC shall be issued for the account of a
Borrower only for the following purposes: (i) to provide guarantees of certain
obligations of such Borrower such as bid, advance payment, retention release,
customs, warranty and performance guarantees, (ii) to provide counter guarantees
in support of bank guarantees issued for the account of such Borrower outside
the U. S. for the purposes set forth in Section 3.2(a)(i), (iii) to support
local currency borrowings of such Borrower outside the U. S., (iv) to support
judicial proceedings of such Borrower, (v) for any other purpose in the ordinary
course of business of such Borrower, and (vi) for any other purpose agreed to by
the Required Banks.

                  (b)      A Commercial LC shall be issued for the account of a
Borrower only in support of trade obligations incurred in the ordinary course of
business of such Borrower and must have a maximum term (subject to Section
3.2(c)) of one year.

                                       42
<PAGE>

                  (c)      No Letter of Credit shall have an expiration date
(including all rights of renewal) later than five (5) Business Days prior to the
Maturity Date.

                  (d)      For the purpose of ensuring compliance with the
borrowing limitations set forth herein, the Agent may (but shall not be
obligated to) at any time determine the equivalent in Dollars of the face amount
of each Letter of Credit denominated in an Alternative Currency by using the
quoted spot rate at which CLNY's office in New York, New York offers to sell
Dollars for such Alternative Currency in New York City at 2:00 p.m. on any such
determination date. If no such spot rate is quoted, the Agent may use a spot
quote determined by any other reasonable method.

         3.3      Issuance Procedures.

                  (a)      Each Letter of Credit shall be issued upon the
request of the Company on behalf of any Borrower, received by the Issuing Bank
(with a copy to the Agent) not later than 3:00 p.m. three Business Days prior to
the requested date of issuance. Upon receipt of such request, the Issuing Bank
will request the Agent to determine that after giving effect to the issuance of
the Letter of Credit so requested, the Aggregate Exposure will not exceed the
Total Commitment, and Borrowing Base Exposure will not exceed the Net Borrowing
Base, and the Agent will promptly notify the Issuing Bank of such determination.
The Agent will promptly notify each Bank of each request for issuance of a
Letter of Credit.

                  (b)      Each request for issuance of a Letter of Credit shall
be made in writing to the Agent and the Issuing Bank by telecopier and confirmed
by delivery (not more than one Business Day thereafter) of a Letter of Credit
Application and Agreement, in the case of a Standby LC, in the form of Exhibit
G-1, and, in the case of a Commercial LC, in the form of Exhibit G-2 (each, an
"LC Application"). Each request for issuance of a Letter of Credit shall
specify, among other things: (i) the proposed date of issuance (which shall be a
Business Day); (ii) the Person on whose behalf the Letter of Credit is to be
issued; (iii) the face amount of the Letter of Credit; (iv) the date of
expiration of the Letter of Credit; (v) the name and address of the beneficiary
thereof; (vi) the documents to be presented by the beneficiary of the Letter of
Credit in case of any drawing thereunder; (vii) the full text of any certificate
to be presented by the beneficiary in case of any drawing thereunder; (viii)
other proposed terms of such Letter of Credit; (ix) the nature of the
transaction proposed to be supported by such Letter of Credit; and (x) whether
such Letter of Credit is a Performance SBLC, a Financial SBLC or a Commercial
LC. The Company shall furnish such additional information regarding such
transaction as the Agent or the Issuing Bank may reasonably request in writing.

                  (c)      The Issuing Bank shall notify the Agent of each
issuance of a Letter of Credit on the date such Letter of Credit is issued and
on the date of such issuance inform the Agent by telecopier of the type, amount
and expiration date of such Letter of Credit. The Agent shall promptly notify
the Banks of each issuance of a Letter of Credit by the Issuing Bank.

                                       43
<PAGE>

                  (d)      Any request for an amendment to any previously issued
Letter of Credit shall (i) be received by the Agent and the Issuing Bank not
later than 3:00 p.m. two Business Days prior to the date of the proposed
amendment in writing by telecopier, (ii) shall be signed by the Company on
behalf of the Borrower for whose account such Letter of Credit was issued, and
(iii) if a request for an extension, request a new expiry date not later than
five (5) Business Days prior to the Maturity Date. The Issuing Bank shall notify
the Agent by telecopier of each amendment made to any Letter of Credit on the
date of such amendment, and the Agent shall notify the Banks thereof. The
Issuing Bank shall promptly notify the Company if for any reason the Issuing
Bank does not intend to execute the requested amendment on or before the date
specified in the Company's written request and shall specify the reasons
therefore.

                  (e)      Notwithstanding any provision of any LC Application
to the contrary, in the event of any conflict between the terms of any such LC
Application and the terms of this Agreement, the terms of this Agreement shall
control with respect to provisions relating to events of default,
representations and warranties, and covenants in the respective documents,
except that such LC Application may provide for further warranties relating
specifically to the transaction or affairs underlying such Letter of Credit.

                  (f)      Each Commercial LC shall be subject to the UCP and,
to the extent not inconsistent therewith, the laws of the State of New York.
Each Standby LC shall be subject to the UCP or the ISP 98 and, to the extent not
inconsistent therewith, the laws of the State of New York.

         3.4      Drawings and Reimbursements.

                  (a)      If, in accordance with its standard operating
procedures, the Issuing Bank determines that a demand for payment under a Letter
of Credit conforms to the terms and conditions of such Letter of Credit, the
Issuing Bank shall, as soon as reasonably practicable, give notice to the
Company and the Agent of the date the Issuing Bank will make payment in
connection with such Letter of Credit in accordance with the terms thereof. The
Agent shall promptly notify the Banks of such date. Each Bank and each Borrower
acknowledges that the Issuing Bank shall have no greater responsibility in the
operation of the Letters of Credit than is specified in the UCP or the ISP 98,
as applicable. If at any time the Issuing Bank shall have made a payment to a
beneficiary of a Letter of Credit in respect of a drawing under such Letter of
Credit, the Issuing Bank shall promptly notify the Company and the Agent (and
the Agent shall thereafter notify each Bank).

                  (b)      Each Borrower unconditionally and irrevocably agrees
to pay to the Issuing Bank, on the date of any payment by the Issuing Bank of a
drawing under any Letter of Credit issued for the account of such Borrower, an
amount equal to the amount paid by the Issuing Bank in respect of such drawing
or, if applicable, the Dollar Equivalent of such amount (such payment obligation
of each Borrower herein called, a "Reimbursement Obligation"). If any
Reimbursement Obligation is not paid when due (whether directly, by means of a
Revolving Borrowing of Base Rate Loans as provided in

                                       44
<PAGE>

Section 3.4(c), or by application of any funds in the Cash Collateral Account),
the respective Borrower agrees to pay interest accrued on the principal amount
thereof from the date it became due until it is paid in full to the Issuing Bank
at a rate per annum equal to the Default Rate, such interest due and payable on
demand. Each such Reimbursement Obligation and the respective Borrower's
obligation to pay interest thereon as set forth herein is irrevocable and
unconditional with respect to any amount paid by the Issuing Bank under any
Letter of Credit issued for the account of such Borrower, without presentment,
demand, protest or other formalities of any kind, all of which are hereby
expressly WAIVED by each Borrower.

                  (c)      Subject to the terms and conditions of this
Agreement, each Borrower may satisfy its Reimbursement Obligation by causing the
Company to request a Revolving Borrowing of Base Rate Loans prior to 11:00a.m.
on the date due in accordance with Section 2.1(a), the proceeds of which Loans
will be used to pay such Reimbursement Obligation to the Issuing Bank.

                  (d)      If on any date a Reimbursement Obligation is due (i)
the Company shall fail to deliver a timely Notice of Revolving Borrowing
pursuant to Section 2.3(a) requesting Base Rate Loans in an amount sufficient to
pay such Reimbursement Obligation, or for any reason such a Revolving Borrowing
cannot be made, (ii) the respective Borrower shall fail to request the Agent to
apply funds contained in the Cash Collateral Account to pay such Reimbursement
Obligation, or there shall be insufficient funds available for payment thereof
in the Cash Collateral Account, and (iii) the respective Borrower shall
otherwise fail to pay a Reimbursement Obligation by 11:00 a.m. on the date such
Reimbursement Obligation is due, then the Issuing Bank shall promptly notify the
Agent and the Agent shall promptly notify the other Banks. Each Bank will pay to
the Agent for the account of the Issuing Bank an amount equal to such Bank's
Percentage Share of such unpaid Reimbursement Obligation (such payment by each
Bank to be made on the same date such Bank receives such notice, provided such
notice is received by 12:00 noon, and otherwise by 10:00 a.m. on the next
succeeding Business Day), together with interest on such amount for each day
from the date of such Bank's receipt of such notice from the Agent (or, if such
notice is received after 12:00 noon on such date, from the next succeeding
Business Day) to the date of payment by such Bank of such amount at a rate of
interest per annum equal to the Federal Funds Rate from time to time in effect
during such period.

                  (e)      Upon and only upon receipt by the Issuing Bank of
funds from, or on behalf of, a Borrower, (i) in respect of a Reimbursement
Obligation with respect to which any Bank has theretofore made a payment to the
Issuing Bank pursuant to Section 3.4 (c) or (d), or (ii) in payment of interest
thereon, the Issuing Bank will pay to each Bank through the Agent, in the same
funds as those received by the Issuing Bank, such Bank's pro rata share of such
funds.

                  (f)      If the Issuing Bank is required at any time to return
to a Borrower or to a trustee, receiver, liquidator, custodian or other similar
official any portion of the payments made by such Borrower to the Issuing Bank
in respect of a Reimbursement Obligation or interest thereon, each Bank shall,
on demand of the Agent, forthwith pay to

                                       45
<PAGE>

the Issuing Bank its Percentage Share of any amounts so returned by the Issuing
Bank, plus interest thereon from the date such demand is made to the date such
amounts are paid by such Bank to the Issuing Bank at a rate per annum equal to
the Federal Funds Rate.

                  (g)      If any Borrower ever alleges gross negligence or
willful misconduct by the Issuing Bank or the Issuing Bank has honored a Letter
of Credit in violation of applicable law, the full amount of the Reimbursement
Obligation provided for in this Section 3.4 shall nonetheless be paid upon
demand, subject to later adjustment or reimbursement at such time, if any, as a
court of competent jurisdiction enters a final judgment as to the extent and
effect of any alleged gross negligence or willful misconduct. The Issuing Bank
will pay to the Agent for the account of each Bank such Bank's Percentage Share
of all amounts received from any Borrower for application in payment, in whole
or in part, of the Reimbursement Obligation in respect of any Letter of Credit,
but only to the extent such Bank has made payment to the Issuing Bank in respect
of such Letter of Credit.

         3.5      Cash Collateralization.

                  (a)      If (i) on any date the Net Borrowing Base is
determined the Borrowing Base Exposure exceeds such redetermined Net Borrowing
Base, and (ii) either there are no Loans outstanding or after giving effect to
any prepayment of the Loans pursuant to Section 2.6(b), the Borrowing Base
Exposure still exceeds such Net Borrowing Base, then in such event the Borrowers
shall promptly thereafter deposit funds into the Cash Collateral Account in the
amount the remaining excess to secure the outstanding Obligations.

                  (b)      If (i) on any date the Aggregate Exposure exceeds the
Total Commitment, and (ii) either there are no Loans outstanding or after giving
effect to any prepayment of the Loans pursuant to Section 2.6(c), the Aggregate
Exposure still exceeds the Total Commitment, then in such event the Borrowers
shall promptly thereafter deposit funds into the Cash Collateral Account in the
amount of the remaining excess to secure the outstanding Obligations.

                  (c)      If (i) on the date of any Asset Sale, and after
giving effect to any mandatory prepayment of Loans required pursuant to Section
2.6(d), the Borrowing Base Exposure would exceed the Net Borrowing Base
(adjusted by reducing the Net Borrowing Base by the value (if any) previously
given to the asset sold in the Net Borrowing Base and by adding to the Net
Borrowing Base the value of any Net Cash Proceeds from the sale eligible for
inclusion in the Net Borrowing Base), and (ii) either there are no other Loans
outstanding or after the Borrowers prepay any additional Loans as may be
required pursuant to Section 2.6(b), the Borrowing Base Exposure still exceeds
the adjusted Net Borrowing Base, then in such event the Borrowers shall promptly
thereafter deposit funds into the Cash Collateral Account in the amount of such
remaining excess to secure the outstanding Obligations.

         3.6      Role of the Issuing Bank.

                                       46
<PAGE>

                  (a)      The Issuing Bank will exercise and give the same care
and attention to the Letters of Credit issued by it as it gives to other letters
of credit issued by it.

                  (b)      Each Bank agrees that, in paying any drawing under
any Letter of Credit, the Issuing Bank shall not have any responsibility to
obtain any document (other than any document expressly required by the terms of
such Letter of Credit) or to ascertain or inquire as to the validity or accuracy
of any document or the authority of the Person delivering any document. None of
the Issuing Bank or any of their representatives, officers, employees or agents
shall be liable to any Bank for: (i) any action taken or omitted in connection
herewith at the request or with the approval of the Required Banks; (ii) any
action taken or omitted in the absence of gross negligence or willful
misconduct; or (iii) any action taken or omitted affecting the execution,
effectiveness, genuineness, validity or enforceability of any Letter of Credit
or any other document contemplated hereby or thereby.

                  (c)      All Letters of Credit issued by the Issuing Bank
pursuant to this Agreement shall be evidenced by entries in records maintained
by the Issuing Bank, which records shall be conclusive evidence, absent manifest
error, of all of the Letter of Credit Obligations and the Reimbursement
Obligations. Failure by the Issuing Bank to record the issuance of any Letter of
Credit or any payment or reimbursement with respect thereto or any error in so
recording any such fact, shall not, however, limit or otherwise affect any of
the Letter of Credit Obligations or Reimbursement Obligations.

                  (d)      So long as the Issuing Bank shall have acted in good
faith, the Issuing Bank shall not be responsible to any Obligor for, and such
Bank's right to reimbursement, indemnification, and other payments under this
Agreement and the other Credit Documents shall not be impaired by, (i) any act
or omission for which banks are relieved of responsibility under the UCP, (ii)
any recommendation or failure to recommend the inclusion or exclusion of any
term or wording in a Letter of Credit, or (iii) honor or dishonor or refusal of
any demand under a Letter of Credit following any Obligor's refusal to confirm
that such demand is entitled to be honored or that such Bank is entitled to be
reimbursed therefor. No Bank shall be liable for any special, indirect or
consequential damages in connection with any Letter of Credit.

         3.7      Obligation to Reimburse for, or Participate in, Letters of
Credit. Each Borrower's obligation to reimburse the Issuing Bank for payments
and disbursements made by the Issuing Bank under any Letter of Credit requested
by such Borrower honoring a demand for payment by the beneficiary thereunder,
and each Bank's obligation to participate in such payments and disbursements in
accordance with this Agreement, shall be irrevocable, absolute and unconditional
under any and all circumstances, including the following circumstances:

                  (a)      any lack of validity or enforceability of this
Agreement, any Letter of Credit, any LC Application, or any other agreement or
instrument relating thereto (collectively, the "LC Related Documents");

                                       47
<PAGE>

                  (b)      any change in the time, manner or place of payment
of, or in any other term of, all or any of the obligations of any Borrower in
respect of any Letter of Credit or any other amendment or waiver of or any
consent to or departure from all or any of the LC Related Documents;

                  (c)      the existence of any claim, set-off, defense or other
right that any of the Borrowers may have at any time against any beneficiary or
any transferee of any Letter of Credit (or any Person for whom any such
beneficiary or any such transferee may be acting), the Agent, the Issuing Bank
or any other Person, whether in connection with this Agreement or any other
Credit Document, the transactions contemplated by the LC Related Documents or
any unrelated transaction;

                  (d)      any draft, certificate, statement or other document
presented under any 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 other than if such payment resulted from the gross
negligence or willful misconduct of the Agent or the Issuing Bank;

                  (e)      payment by the Issuing Bank under any Letter of
Credit against presentation of a draft or certificate that does not comply with
the terms of any Letter of Credit other than if such payment resulted from the
gross negligence or willful misconduct of the Issuing Bank;

                  (f)      any exchange, release or non-perfection of any
collateral or Lien, or any release or amendment or waiver of or consent to
departure from any guaranty, for all or any of the obligations of any Borrower,
in respect of any Letter of Credit; or

                  (g)      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, any
Borrower or any account party other than a circumstance constituting gross
negligence or willful misconduct on the part of the Agent or the Issuing Bank.

         3.8      Indemnification by the Banks. The Banks severally agree to
indemnify the Agent, the Issuing Bank and each officer, director, employee,
agent and Affiliate of the Agent or the Issuing Bank ratably according to their
respective Percentage Shares, to the extent not reimbursed by the Borrowers,
from and against any and all actions, causes of action, suits, losses,
liabilities, damages, expenses, attorneys' fees and costs which may at any time
(including, at any time following the payment of any of the Reimbursement
Obligations) be imposed on, incurred by or asserted against such Person in any
way relating to or arising out of the issuance of, transfer of, or payment or
failure to pay under any Letter of Credit or the use of proceeds of any payment
made under any Letter of Credit; provided, however, that no Bank shall be liable
for the payment of any portion of such actions, causes of action, suits, losses,
liabilities, damages and expenses which a court of competent jurisdiction
finally shall have determined in a final proceeding to have arisen solely by
reason of such Person's gross negligence or willful misconduct.

                                       48
<PAGE>

         3.9      Special Provisions Relating to Commercial LCs.

                  (a)      The Borrowers will obtain, or cause to be obtained,
insurance on all goods which are the subject of any Commercial LC. Such
insurance will cover fire and other usual insurable risks and such additional
risks as the Issuing Bank may reasonably request. The Borrowers irrevocably
authorize and empower the Issuing Bank to collect the proceeds of any of the
aforementioned insurance which would be payable to any of the Borrowers and
apply such proceeds, to the extent any of the Borrowers is a loss payee or
otherwise has the right to collect the proceeds of such insurance, against such
Borrower's Reimbursement Obligations to the Banks with respect to the Commercial
LC to which such proceeds relate.

                  (b)      Except as disclosed in writing to the Agent
concurrently with the delivery of the relevant LC Application, each Borrower
represents and warrants to the Banks that it has obtained all import and export
licenses and other governmental approvals required for the goods and the
documents described in any Commercial LC.

                  (c)      (i) Each Borrower hereby grants to the Agent for the
benefit of the Banks a security interest in such Borrower's right, title and
interest in and to the following described property, whether now owned or
hereafter acquired by the Borrowers (the "LC Collateral"):

                           (A)      All goods and documents described in any
                  Commercial LC;

                           (B)      All negotiable and nonnegotiable documents
                  of title covering any of the above described property;

                           (C)      All rights under contracts of insurance
                  covering any of the above-described property;

                           (D)      All deposit accounts now or hereafter
                  maintained by such Borrower with any Bank with respect to any
                  Commercial LC; and

                           (E)      All proceeds of any of the above described
                  property.

                           (ii)     The LC Collateral secures and will secure
         all obligations and liabilities of such Borrower to the Banks with
         respect to any Commercial LC, whether now existing or hereafter
         incurred or created, whether due or to become due, and whether absolute
         or contingent.

         3.10     Additional Costs in Respect of Letters of Credit. If there
shall be imposed, modified or deemed applicable any tax, reserve, special
deposit or similar requirement against or with respect to or measured by
reference to Letters of Credit issued or to be issued under this Agreement or
participations in such Letters of Credit, and the result shall be to increase
the cost to the Issuing Bank or any other Bank of issuing or maintaining any
Letter of Credit or any participation therein, or reduce any amount receivable
by the Issuing Bank or any other Bank in respect of any Letter of Credit or any
participation therein (which increase in cost, or reduction in amount

                                       49
<PAGE>

receivable, shall be the result of the Issuing Bank's or such other Bank's
reasonable allocation of the aggregate of such increases or reductions resulting
from such event), the Issuing Bank or such other Bank shall notify the Company
through the Agent, and upon demand therefor by the Issuing Bank or such other
Bank through the Agent, each Borrower shall pay to the Issuing Bank or such
other Bank, from time to time as specified by the Issuing Bank or such other
Bank, such additional amounts as shall be sufficient to compensate the Issuing
Bank or such other Bank for such increased costs or reductions in amount. Before
making such demand pursuant to this Section 3.10, the Issuing Bank or such other
Bank will designate a different available Lending Office for the Letter of
Credit or participation or take such other action as the Company may reasonably
request, if such designation or action would avoid the need for, or reduce the
amount of, such compensation and would not, in the sole opinion of the Issuing
Bank or such other Bank, be disadvantageous to the Issuing Bank or such other
Bank. A statement as to such increased costs or reductions in amount incurred by
the Issuing Bank or such other Bank, submitted by the Issuing Bank or such other
Bank to the Company, shall be conclusive as to the amount thereof, absent
manifest error, and may be prepared using any reasonable averaging and
attribution method.

         3.11     Change of Status of Letter of Credit and Indemnity.

                  (a)      If any Letter of Credit is identified as a
Performance SBLC by the Company in its issuance request pursuant to Section
3.3(b), and the Agent or the Issuing Bank determines prior to the issuance
thereof that it should be identified as a Financial SBLC, then the Agent or the
Issuing Bank shall so notify the Company, and, upon confirmation by the Company
that it still requests that such Letter of Credit be issued, such Letter of
Credit shall be issued in accordance with the terms of this Agreement as a
Financial SBLC, and the letter of credit fees payable in respect thereof shall
be those applicable to Financial SBLCs.

                  (b)      If any Letter of Credit is identified as a
Performance SBLC by the Company in its issuance request pursuant to Section
3.3(b), and after the issuance thereof such Letter of Credit is subsequently
identified as a Financial SBLC, whether by the Company, the Issuing Bank, the
Agent, any Bank or any other Person, such Letter of Credit shall thereupon be
reclassified as a Financial SBLC and the letter of credit fees payable with
respect thereto shall thereafter be those applicable to Financial SBLCs and
shall be payable from and after the issuance date of such Letter of Credit. The
Company shall pay to the Agent for the benefit of the Banks within three
Business Days of such re-classification and demand therefore, such additional
fees as may then be due and payable as a result of such reclassification.

                  (c)      TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY
HEREBY AGREES TO INDEMNIFY THE AGENT, THE ISSUING BANK AND THE BANKS AND HOLD
EACH OF THEM HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES,
LIABILITIES, COSTS OR EXPENSES WHICH MAY ARISE OR BE ASSERTED AGAINST ANY OF
THEM IN CONNECTION WITH, OR AS A CONSEQUENCE OF, ANY MISIDENTIFICATION OF A
LETTER OF CREDIT AS A PERFORMANCE SBLC.

                                       50
<PAGE>

                                   ARTICLE IV
                      AVAILABILITY AND COLLATERAL SECURITY

         4.1      Determination of Gross Borrowing Base; Borrowing Base
Components. At any time while the Obligations are outstanding, there shall be in
effect a "Gross Borrowing Base" determined in accordance with this Section 4.1.
The "Gross Borrowing Base" shall at any time be determined by reference to the
most recent Borrowing Base Certificate in effect, and shall be equal to the sum
(without duplication) of the following components (each, a "Borrowing Base
Component"):

                  (a)      An amount equal to the sum of (A) 100% of cash and
Cash Equivalents of the Obligors in Designated Currencies (excluding any such
cash and Cash Equivalents in the Cash Collateral Account), and (B) 50% of the
Dollar Equivalent (determined using prevailing exchange rates on the date of
delivery of the then most recent Borrowing Base Certificate) of cash of the
Obligors in currencies other than Designated Currencies, which currencies are
approved by the Agent in its sole reasonable discretion; provided that all cash
and Cash Equivalents used to determine this Borrowing Base Component shall be in
an Acceptable Bank Account; and provided further that if the value of the items
set forth in clause (B) exceeds the product of the value of the items set forth
in clause (A) multiplied by three (3), this Borrowing Base Component shall be
deemed to be an amount equal to the product of the value of the items set forth
in clause (A) multiplied by four (4);

                  (b)      85% of Tier 1 Receivables;

                  (c)      70% of Tier 2 Receivables;

                  (d)      40% of Tier 3 Receivables;

                  (e)      65% of the sum of Tier 1 Revenue Accruals plus Tier 1
JV Interests;

                  (f)      50% of the sum of Tier 2 Revenue Accruals plus Tier 2
JV Interests;

                  (g)      30% of the sum of Tier 3 Revenue Accruals plus Tier 3
JV Interests;

                  (h)      65% of Tier 1 Contract Cost and Recognized Income Not
Yet Billed;

                  (i)      50% of Tier 2 Contract Cost and Recognized Income Not
Yet Billed;

                  (j)      30% of Tier 3 Contract Cost and Recognized Income Not
Yet Billed;

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<PAGE>

                  (k)      40% of Class A Property, Plant and Equipment and
Spare Parts; and;

                  (l)      20% of Class B Property, Plant and Equipment and
Spare Parts;

         provided, that (1) in all events the Borrowing Base Components set
forth in (a) through (j) above shall aggregate not less than 50% of the Gross
Borrowing Base, and if the aggregate value attributed as of any date to (k) and
(l) above in the absence of this proviso would cause that not to be the case,
then such aggregate value shall be reduced to the extent necessary to comply
with this proviso; and (2) the sum of Borrowing Base Components (e) through (j)
above shall always be less than 50% of an amount equal to the sum of Borrowing
Base Components (a) through (j) above, and if the aggregate value attributed to
Borrowing Base Components (e) through (j) above in the absence of this proviso
would cause that not to be the case, then such aggregate value shall be reduced
to the extent necessary to comply with this proviso.

         4.2      Borrowing Base Reporting. In addition to any reporting
requirements set forth in Section 8.1, not later than 45 days after and as of
the end of each month, except for December which shall be not later than 60 days
after the end of such month, the Company shall supply the Agent, in form and
detail reasonably satisfactory to the Agent, a Borrowing Base Certificate,
executed by a Responsible Officer and in sufficient copies for the Banks. Each
Borrowing Base Certificate shall set forth the Company's determination of the
Gross Borrowing Base, Adjusted EBITDA, Local Debt, and the Net Borrowing Base,
and shall include Annexes (as referenced therein) which provide the Agent the
following information relating to the calculation of the Gross Borrowing Base
and Net Borrowing Base:

                           (i)      a listing, including a reasonable
         description and value, of all Cash Equivalents;

                           (ii)     a listing of Receivables, aged from the date
         of invoice, including the name of each debtor, and grouping such
         Receivables by whether they are Tier 1, Tier 2 or Tier 3 Receivables;

                           (iii)    a listing of all Revenue Accruals, in each
         case including a reasonable description and value and the name of each
         debtor, and grouping such Revenue Accruals by whether they are Tier 1,
         Tier 2 or Tier 3 Revenue Accruals;

                           (iv)     a listing of all Contract Cost and
         Recognized Income Not Yet Billed, including a reasonable description
         and value and the name of each debtor, and grouping such Contract Cost
         and Recognized Income Not Yet Billed by whether they are Tier 1, Tier 2
         or Tier 3 Contract Cost and Recognized Income Not Yet Billed;

                           (v)      a listing of all JV Interests, in each case
         including a reasonable description and value and the name of each
         applicable Obligor JV Partner and the Material Joint Venture, and
         grouping such JV Interests by whether they are Tier 1, Tier 2 or Tier 3
         JV Interests.

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<PAGE>

                           (vi)     a listing of all Property, Plant and
         Equipment and Spare Parts, including the owner, net book value and
         location of all such property, and grouping such Property, Plant and
         Equipment and Spare Parts by whether they are Class A or Class B
         Property, Plant and Equipment and Spare Parts; and

                           (vii)    a listing of Indebtedness comprising Local
         Debt, the Company's calculation of Local Debt, and the Company's
         calculation of Adjusted EBITDA from the preceding fiscal quarter end.

         4.3      Audits of Collateral. On a semi-annual basis commencing on the
date six months following the Closing Date and on each date that is the six
month-anniversary of such date thereafter, the Agent may, and shall upon the
request of the Required Banks, conduct, or hire a third party to conduct, on
behalf of the Secured Parties and at the Company's expense, a general audit, a
field audit or on-site inspection of the properties of the Obligors constituting
Collateral. In addition, following the occurrence of an Event of Default and at
any time thereafter while such Event of Default is continuing, the Agent may
(and shall, on the instruction of the Required Banks) conduct, or hire a third
party to conduct, on behalf of the Secured Parties and at the Company's expense,
a general audit, a field audit or on-site inspection of the properties of the
Obligors constituting Collateral. Any audit of Collateral requested by the Agent
or the Required Banks to be conducted at any time other than the foregoing times
shall be done at the expense of the Banks, but the Obligors shall cooperate with
and facilitate such request.

         4.4      Net Borrowing Base. The Agent shall confirm or verify the
Borrower's calculation of the Net Borrowing Base set forth in each Borrowing
Base Certificate delivered pursuant to Section 4.2, and shall promptly notify
each of the Company and the Banks of the results thereof and provide to each
Bank a copy of the related Borrowing Base Certificate.

         4.5      Elections to Participate and Elections to Terminate.

                  (a)      Election to Participate. Each Election to Participate
shall be duly executed on behalf of an electing Designated Subsidiary (the
"Participating Subsidiary") in such number of copies as the Agent may request.
Upon delivery of an Election to Participate and satisfaction of the conditions
precedent set forth in Section 7.3, (i) the Net Borrowing Base shall be
recalculated so as to include therein all values with respect to property and
Local Debt of such Participating Subsidiary, and (ii) each Bank's Commitment
hereunder shall thereafter include a commitment to lend to such Subsidiary or to
issue Letters of Credit for the account of such Participating Subsidiary. The
Agent shall promptly give notice to the Banks and to each of the Obligors of the
receipt of any Election to Participate. Each Obligor understands and agrees that
no further acknowledgement or consent from, or notice to, such Obligor shall be
necessary to give effect to any Election to Participate that becomes effective
in accordance with this Section.

                  (b)      Election to Terminate. Each Election to Terminate
shall be duly executed on behalf of the electing Designated Subsidiary (the
"Terminating Subsidiary")

                                       53
<PAGE>

in such number of copies as the Agent may request. Upon delivery of an Election
to Terminate, and as a condition precedent to the effectiveness thereof, (i) on
the effective date of such Election to Terminate all Obligations of the
Terminating Subsidiary shall have been paid in full, (ii) the Net Borrowing Base
shall be recalculated as to exclude all values included therein with respect to
property and Local Debt of such Terminating Subsidiary, and (iii) any action
required under Section 2.6(b) as a result thereof shall have been taken with
respect to the Borrowing Base Exposure then in effect. Upon the delivery of any
Election to Terminate, the Commitment of each Bank to lend to or to issue
Letters of Credit for the account of such Subsidiary shall terminate. No
Permanent Borrower may deliver an Election to Terminate, and no Election to
Terminate with respect to any Permanent Borrower shall be effective for any
purpose. The Agent shall promptly give notice to the Banks and to each of the
Obligors of the receipt of any Election to Terminate. Each Obligor understands
and agrees that no further acknowledgement or consent from, or notice to, such
Obligor shall be necessary to give effect to any Election to Terminate that
becomes effective in accordance with this Section.

         4.6      Voluntary Termination or Reduction of Commitments. The Company
may, upon not less than three Business Days' prior notice to the Agent,
terminate the Commitments or permanently reduce the Total Commitment by an
aggregate minimum amount of One Million Dollars ($1,000,000) or any multiple of
One Hundred Thousand Dollars ($100,000) in excess thereof; provided, that no
such reduction or termination shall be permitted if, after giving effect thereto
and to any prepayments of the Loans made on the effective date thereof, the then
outstanding Aggregate Exposure would exceed the Total Commitment then in effect;
and provided further, that once reduced in accordance with this Section 4.6, the
Commitments may not thereafter be increased. Any reduction of the Total
Commitment shall be applied pro rata to each Bank's Commitment in accordance
with such Bank's Percentage Share. Such notice shall not thereafter be revocable
by the Borrowers, and the Agent shall promptly notify each Bank thereof and of
such Bank's Percentage Share of any reduction of the Total Commitment.

         4.7      Mandatory Reduction of Total Commitment. Upon the date of
receipt by the Company or any of its Subsidiaries of any Net Cash Proceeds of
any Financing Transaction, the Total Commitment shall automatically and
permanently be reduced by an amount equal to such Net Cash Proceeds. Any
reduction of the Total Commitment pursuant to this Section 4.7 shall be applied
to ratably reduce the Commitment of each Bank by an amount equal to such Bank's
Percentage Share of the amount of the mandatory reduction of the Total
Commitment.

         4.8      [RESERVED].

         4.9      Collateral Security and Post-Closing Items. The Obligations
under this Agreement and all other Credit Documents shall, at all times, be
secured in accordance with the Security Documents. Within the time set forth on
Schedule 4.9 for each listed Post-Closing Item, the Obligors shall execute and
deliver to the Agent such Post-Closing Item, together with such other documents
as any Bank through the Agent may reasonably request in connection with
obtaining an Acceptable Security Interest on Collateral

                                       54
<PAGE>

covered by Security Documents which are Post-Closing Items. On and as of the
date which is 10 days after the last date provided on Schedule 4.9, the Company
shall deliver to the Agent for the benefit of the Secured Parties a certificate
executed by the Chief Financial Officer of the Company certifying that each such
Security Document creates an Acceptable Security Interest in all Collateral
purported to be covered thereby.

                                    ARTICLE V
                 FEES; PAYMENTS; TAXES; CHANGES IN CIRCUMSTANCES

         5.1      Commitment Fees. In consideration of the Commitments, the
Borrowers jointly and severally agree to pay to the Agent for the ratable
account of the Banks a commitment fee for each day computed by multiplying the
Applicable Margin for Commitment Fees in effect on such day by the average daily
unused portion of the Total Commitment during the calculation period (it being
agreed that outstanding Swingline Loans shall be deemed not to use the Total
Commitment for purposes of this calculation). Such commitment fees shall accrue
from the date of this Agreement to the Maturity Date and shall be due quarterly
in arrears on each Quarterly Payment Date and on the Maturity Date.

         5.2      Agent's Fee. The Company agrees to pay to the Agent for the
Agent's own account on each anniversary of the Closing Date an annual agent's
fee in the amount set forth in the Fee Letter.

         5.3      Letter of Credit Fees.

                  (a)      Each Borrower for which a Letter of Credit has been
issued agrees to pay to the Agent for the ratable account of the Banks a letter
of credit fee as follows:

                           (i)      in the case of each Performance SBLC, a fee
         computed by multiplying the Applicable Margin for Performance SBLCs in
         effect on each day by the undrawn amount of such Performance SBLC on
         such day;

                           (ii)     in the case of each Financial SBLC, a fee
         computed by multiplying the Applicable Margin for Financial SBLCs in
         effect on each day by the undrawn amount of such Financial SBLC on each
         day; and

                           (iii)    in the case of each Commercial LC, a fee
         computed by multiplying the Applicable Margin for Commercial LCs in
         effect on each day by the undrawn amount of such Commercial LC on such
         day.

         All such letter of credit fees shall accrue on the outstanding amount
available under each such Letter of Credit from its issuance until the date such
Letter of Credit expires or is fully drawn. Such letter of credit fees shall be
due quarterly in arrears on each Quarterly Payment Date.

                  (b)      Each Borrower for which a Letter of Credit has been
issued agrees to pay to the Agent for the sole account of the Issuing Bank, an
issuance fee equal to .125% per annum of the face amount of such Letter of
Credit, subject to a minimum of

                                       55
<PAGE>

$500. Such issuance fee shall accrue on the outstanding amount available under
such Letter of Credit from the issuance date of such Letter of Credit to the
date such Letter of Credit expires or is fully drawn. Such issuance fees shall
be due quarterly in arrears on each Quarterly Payment Date.

                  (c)      In addition to the fees payable to the Issuing Bank
pursuant to Section 5.3(b), each Borrower agrees to pay to the Agent for the
account of the Issuing Bank all customary administrative, issuance, amendment,
payment and negotiation charges of the Issuing Bank in respect of each Letter of
Credit issued for such Borrower.

         5.4      Computation of Fees and Interest.

                  (a)      All computations of interest payable in respect of
Base Rate Loans (to the extent the Base Rate is then determined by the Prime
Rate) shall be made on the basis of the actual number of days elapsed in a year
of 365 or 366 days, as the case may be. All other computations of fees and
interest under this Agreement and the other Credit Documents shall be made on
the basis of the actual number of days elapsed in a year of 360 days. Interest
and fees shall accrue during each period during which interest or such fees are
computed from and including the first day thereof to but excluding the last day
thereof. For the purposes of this Agreement and the other Credit Documents,
whenever interest is calculated on the basis of a year of 360 days, each rate of
interest determined pursuant to such calculation expressed as an annual nominal
rate for the purposes of the Interest Act (Canada) is equivalent to such rate as
so determined multiplied by the number of days in the calendar year in which the
same is to be ascertained and divided by 360. The Parties further agree that for
the purposes of the Interest Act (Canada), (i) the principle of deemed
reinvestment of interest shall not apply to any interest calculation under this
Agreement or the other Credit Documents, and (ii) the rates of interest
stipulated in this Agreement are intended to be nominal rates and not effective
rates or yields.

                  (b)      The Agent shall, as soon as practicable, notify the
Company and the Banks of each determination of a Eurodollar Rate; provided,
however, that any failure to do so shall not relieve any Borrower or any Bank of
any liability under this Agreement or any other Credit Document. Any change in
the interest rate on a Loan resulting from a change in the Eurodollar Reserve
Percentage, Eurocurrency Liabilities or the Base Rate shall become effective as
of the opening of business on the day on which such change in the Eurodollar
Reserve Percentage, Eurocurrency Liabilities or the Base Rate shall become
effective. The Agent shall, as soon as practicable, notify the Company and the
Banks of the effective date and the amount of each such change; provided,
however, that any failure to do so shall not relieve any Borrower or any Bank of
any liability under this Agreement or any other Credit Document.

                  (c)      Each determination of an interest rate by the Agent
pursuant to any provision of this Agreement shall be conclusive and binding on
the Borrowers and the Banks in the absence of manifest error. Promptly following
the last day of each calendar quarter, the Agent shall prepare a Quarterly
Invoice of its calculations of accrued fees and

                                       56
<PAGE>

interest at the Base Rate and deliver such Quarterly Invoice to the Company with
a copy to the Banks.

         5.5      Payments by the Borrowers.

                  (a)      All payments (including prepayments) to be made by
the Borrowers on account of principal, interest and fees shall be made without
deduction, withholding, set-off or counterclaim and (except with respect to
Swingline Loans) shall be made to the Agent, for the account of the Banks
(except as otherwise provided in the Fee Letter or in Section 5.3 or 5.9), at
the Principal Office of the Agent in New York, New York, in Dollars and in
immediately available funds no later than 11:00 a.m. The Agent shall distribute
such payments to each Bank pro rata according to the amount of their respective
Percentage Shares of such principal, interest, fees or other amounts, promptly
upon receipt in like funds as received; provided, that no Bank shall be entitled
to receive a distribution from the Agent of such portions of principal,
interest, or fees to the extent that, at such time of payment by the Borrowers,
such portion exceeds such Bank's share of the interests in the Loan or Letter of
Credit to which such principal, interest, or fee relates. Any payment which is
received by the Agent after 12:00 noon shall be deemed to have been received on
the next succeeding Business Day. The Borrowers shall, at the time any of them
makes each payment under this Agreement or any other Credit Document, specify to
the Agent in detail the Loans or other amounts payable by the Borrowers to which
such payment is to be applied (and in the event that it fails so to specify,
after reasonable efforts to contact the Company such payment shall be applied as
the Agent may designate to the Loans or other amounts then due and payable);
provided that if no Loans or other amounts are then due and payable or an Event
of Default has occurred and is continuing, the Agent may apply any payment to
the Obligations in such order as it may elect in its sole discretion, but
subject to the other terms and conditions of this Agreement. All payments of
principal and interest in respect of Swingline Loans shall be made in
immediately available funds, without deduction, withholding, set-off or
counterclaim, directly to the Swingline Bank at such location as the Swingline
Bank may direct to the Company in writing after the date hereof.

                  (b)      Whenever any payment under this Agreement or any
other Credit Document shall be stated to be due on a day other than a Business
Day, such payment shall be made on the next succeeding Business Day, and such
extension of time shall in such case be included in the computation of interest
or fees, as the case may be, at the rate in effect on such due date; provided,
however, that if such extension would cause payment of interest on or principal
of Eurodollar Rate Loans to be made in the next following calendar month, such
payment shall be due on the immediately preceding Business Day.

                  (c)      Unless the Agent shall have received notice from the
Company, prior to the date on which any payment is due to the Banks under this
Agreement or any other Credit Document, that the Borrowers will not make such
payment in full, the Agent may assume that the Borrowers have made such payment
in full to the Agent on such date and the Agent may, but shall not be so
required, in reliance upon such assumption, cause to be distributed to each Bank
on such due date an amount equal to the amount then

                                       57
<PAGE>

due such Bank. If and to the extent the Borrowers shall not have made such
payment in full to the Agent, each Bank shall repay to the Agent forthwith on
demand such amount distributed to such Bank, together with interest thereon for
each day from the date such amount is distributed to such Bank until the date
such Bank repays such amount to the Agent at the Federal Funds Rate as in effect
on such date. Any such sums not timely paid by such Bank shall accrue interest
daily at a rate per annum equal to the Federal Funds Rate in effect on such date
plus 2%.

         5.6      Payments by the Banks to the Agent.

                  (a)      Each Bank shall make available to the Agent at the
Principal Office of the Agent in New York, New York, in Dollars and in
immediately available funds for the account of the Borrower requesting a
Borrowing the amount of such Bank's Percentage Share of such Borrowing.

                  (b)      Unless the Agent shall have received notice from a
Bank on the Closing Date or, with respect to any Borrowing after the Closing
Date, at least one Business Day prior to the date of such Borrowing that such
Bank will not make available to the Agent for the account of the requesting
Borrower such Bank's Percentage Share of the Borrowing, the Agent may assume
that each Bank has made such amount available to the Agent on the borrowing date
and the Agent may (but shall not be required to), in reliance upon such
assumption, make available to the requesting Borrower on such date a
corresponding amount. If and to the extent any Bank shall not have made its full
amount available to the Agent and the Agent in such circumstances has made
available to any Borrower such amount, such Bank shall, within two Business Days
following the date of such Borrowing, make such amount available to the Agent,
together with interest at the Federal Funds Rate for each day during such
period. A certificate of the Agent submitted to any Bank with respect to amounts
owing under this Section 5.6(b) shall be conclusive, absent manifest error. If
such amount is so made available, such payment to the Agent shall constitute
such Bank's Loan on the date of Borrowing for all purposes of this Agreement. If
such amount is not made available to the Agent within two Business Days
following the date of such Borrowing, the Agent shall notify the Company of such
failure to fund and, upon demand by the Agent, the Borrower to which such Loans
were extended shall repay to the Agent such amount, together with interest
thereon for each day elapsed since the date of such Borrowing at a rate per
annum equal to the interest rate applicable at the time to the Loans comprising
such Borrowing.

                  (c)      The failure of any Bank to make any Loan on any date
of Borrowing shall not relieve any other Bank of the obligation under this
Agreement to make a Loan on the date of such Borrowing, but no Bank shall be
responsible for the failure of any other Bank to make the Loan to be made by
such other Bank on the date of any Borrowing.

         5.7      Default Interest. Any amounts payable hereunder that are not
paid when due shall accrue interest from the due date until paid in full at the
Default Rate, and such interest shall be due and payable on demand.

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<PAGE>

         5.8      Taxes.

                  (a)      Subject to Section 5.8(g), any and all payments by
any Obligor under the Credit Documents shall be made free and clear of, and
without deduction or withholding for, any and all present or future taxes,
levies, imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, excluding, in the case of each Bank and the Agent, such taxes
(including income taxes or franchise taxes) as are imposed on or measured by
such Bank's or the Agent's net income by the jurisdiction under the laws of
which such Bank or the Agent, as the case may be, is organized or maintains a
Lending Office or any political subdivision thereof (all such non-excluded
taxes, levies, imposts, deductions, charges, withholdings and liabilities being
herein referred to as "Taxes").

                  (b)      In addition, each Obligor shall pay any present or
future stamp or documentary taxes or any other excise or property taxes, charges
or similar levies which arise from any payment made under any Credit Document or
from the execution, delivery or registration of, or otherwise with respect to,
this Agreement or any other Credit Document (herein referred to as "Other
Taxes").

                  (c)      Subject to Section 5.8(g), each Obligor shall
indemnify and hold harmless each Bank and the Agent for the full amount of Taxes
or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction
on amounts payable under this Section 5.8) paid by the Bank or the Agent and any
liability (including penalties, interest, additions to tax and expenses) arising
therefrom or with respect thereto, whether or not such Taxes or Other Taxes were
correctly or legally asserted. Payment under this indemnification shall be made
within 30 days from the date any Bank or the Agent makes written demand
therefor.

                  (d)      If any Obligor shall be required by law to deduct or
withhold any Taxes or Other Taxes from or in respect of any sum payable under
this Agreement or any other Credit Document to any Bank or the Agent, then,
subject to Section 5.8(g):

                           (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 5.8
         and, notwithstanding any exclusion from Taxes in Section 5.8(a) for net
         income taxes of the Banks, including in the case of non-U.S.
         withholding tax imposed at rates of 5% or greater, any U.S. tax,
         including taxes on net income, attributable to such increase) such Bank
         or the Agent, as the case may be, receives an amount equal to the sum
         it would have received had no such deductions been required;

                           (ii)     the Obligor shall make such deductions; and

                           (iii)    the Obligor shall pay the full amount
         deducted to the relevant taxation authority or other authority on
         behalf of any Bank in accordance with applicable law.

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<PAGE>

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

                  (f)      Each Bank which is a foreign Person (i.e., a person
other than a United States person for U. S. Federal income tax purposes) agrees
that:

                           (i)      It shall, no later than the Closing Date
         (or, in the case of a Bank which becomes a Party pursuant to Section
         13.7 after the Closing Date, the date upon which the Bank becomes a
         Party) deliver to the Company through the Agent:

                           (A)      if any Lending Office is located in the U.
                  S., two accurate and complete signed originals of Internal
                  Revenue Service Form W-8ECI ("Form W-8ECI") or any successor
                  thereto, and

                           (B)      if any Lending Office is located outside the
                  U. S., two accurate and complete signed originals of Internal
                  Revenue Service Form W-8BEN ("Form W-8BEN") or any successor
                  thereto,

         in each case indicating that the Bank is on the date of delivery
         thereof entitled to receive payments of principal, interest and fees
         for the account of such Lending Office or Offices under this Agreement
         free from withholding of U. S. Federal income tax.

                           (ii)     If at any time a Bank changes its Lending
         Office or Offices or selects an additional Lending Office as herein
         provided, it shall, at the same time or reasonably promptly thereafter,
         deliver to the Company through the Agent in replacement for, or in
         addition to, the forms previously delivered by it under this Agreement:

                           (A)      if such changed or additional Lending Office
                  is located in the U. S., two accurate and complete signed
                  originals of Form W-8ECI, or

                           (B)      otherwise, two accurate and complete signed
                  originals of Form W-8BEN,

         in each case indicating that the Bank is on the date of delivery
         thereof entitled to receive payments of principal, interest and fees
         for the account of such changed or additional Lending Office or Offices
         under this Agreement free from withholding of U. S. Federal income tax.

                           (iii)    It shall, before or promptly after the
         occurrence of any event (including the passing of time but excluding
         any event mentioned in clause (ii) above) requiring a change in the
         most recent Form W-8ECI or Form W-8BEN previously delivered by the Bank
         and if the delivery of the same be lawful, deliver to the Obligors
         through the Agent two accurate and complete original signed

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<PAGE>

         copies of Form W-8ECI or Form W-8BEN in replacement for the forms
         previously delivered by the Bank.

                           (iv)     It shall, promptly upon the Obligors'
         reasonable request to that effect, deliver to the Company (through the
         Agent) such other forms or similar documentation as may be required
         from time to time by any applicable law, treaty, rule or regulation in
         order to establish such Bank's tax status for withholding purposes.

                           (v)      If such Bank claims exemption from
         withholding tax under a U. S. tax treaty by providing a Form W-8BEN and
         such Bank sells or grants a participation of all or part of its rights
         under this Agreement, such Bank shall notify the Agent of the
         percentage amount in which it is no longer the beneficial owner under
         this Agreement. To the extent of this percentage amount, the Agent
         shall treat such Bank's Form W-8BEN as no longer in compliance with
         this Section 5.8(f). In the event a Bank claiming exemption from U. S.
         withholding tax by filing Form W-8ECI with the Agent, sells or grants a
         participation in its rights under this Agreement, such Bank agrees to
         undertake sole responsibility for complying with the withholding tax
         requirements imposed by Sections 1441 and 1442 of the Code.

                           (vi)     Without limiting or restricting any Bank's
         right under Section 5.8(d) to increased amounts from the Obligors upon
         satisfaction of such Bank's obligations under the provisions of this
         Section 5.8(f), if such Bank is entitled to a reduction in the
         applicable withholding tax, the Agent may withhold from any interest to
         such Bank an amount equivalent to the applicable withholding tax after
         taking into account such reduction. If the forms or other documentation
         required by subparagraph (i) are not delivered to the Agent, then the
         Agent may withhold from any interest payment to the Bank not providing
         such forms or other documentation an amount equivalent to the
         applicable withholding tax. In addition, the Agent may also withhold
         against periodic payments other than interest payments to the extent
         United States withholding tax is not eliminated by obtaining Form W-ECI
         or Form W-8BEN.

                           (vii)    if the Internal Revenue Service or any
         authority of the U.S. or any other jurisdiction asserts a claim that
         the Agent or any Obligor did not properly withhold tax from amounts
         paid to or for the account of any Bank (for example only, because the
         appropriate form was not delivered, was not properly executed, or
         because such Bank failed to notify the Agent of a change in
         circumstances which rendered the exemption from withholding tax
         ineffective), such Bank shall indemnify the Agent and/or such Obligor,
         fully for all amounts paid, directly or indirectly, by the Agent and/or
         such Obligor, as tax or otherwise, including penalties and interest,
         and including any taxes imposed by any jurisdiction on the amounts
         payable to the Agent or such Obligor under this Section 5.8(f),
         together with all costs, expenses and attorneys' fees (including
         allocated costs for in-house staff counsel).

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<PAGE>

                  (g)      The Obligors will not be required to pay any
additional amounts in respect of U. S. Federal income tax pursuant to Section
5.8(d) to any Bank for the account of any Lending Office of such Bank:

                           (i)      if the obligation to pay such additional
         amounts would not have arisen but for a failure by such Bank to comply
         with its obligations under Section 5.8(f) in respect of such Lending
         Office;

                           (ii)     if such Bank shall have delivered to the
         Company a Form 4224 in respect of such Lending Office pursuant to
         Section 5.8(f)(i)(A), and the Bank shall not at any time be entitled to
         exemption from deduction or withholding of U. S. Federal income tax in
         respect of payments by the Obligors under this Agreement and the other
         Credit Documents for the account of such Lending Office for any reason
         other than a change in U. S. law or regulations or in the official
         interpretation of such law or regulations by any Governmental Authority
         charged with the interpretation or administration thereof (whether or
         not having the force of law) after the date of delivery of such Form
         4224 and Form W-9; or

                           (iii)    if such Bank shall have delivered to the
         Company a Form 1001 and Form W-8 in respect of such Lending Office
         pursuant to Section 5.8(f)(i)(B), and such Bank shall not at any time
         be entitled to exemption from deduction or withholding of United States
         Federal income tax in respect of payments by the Obligors under this
         Agreement and the other Credit Documents for the account of such
         Lending Office for any reason other than a change in United States law
         or regulations or any applicable tax treaty or regulations or in the
         official interpretation of any such law, treaty or regulations by any
         Governmental Authority charged with the interpretation or
         administration thereof (whether or not having the force of law) after
         the date of delivery of such Form 1001 and Form W-8.

                  (h)      If, at any time, any Obligor requests any Bank to
deliver any forms or other documentation pursuant to Section 5.8(f)(iv), then
such Obligor shall, on demand of such Bank through the Agent, reimburse such
Bank for any costs or expenses reasonably incurred by such Bank in the
preparation or delivery of such forms or other documentation.

                  (i)      If a Obligor is required to pay additional amounts to
any Bank or the Agent pursuant to Section 5.8(d), then such Bank shall use
reasonable efforts (consistent with legal and regulatory restrictions) to change
the jurisdiction of its Lending Office so as to eliminate any such additional
payment by the Obligors which may thereafter accrue if such change in the
judgment of such Bank is not otherwise disadvantageous to such Bank.

                  (j)      The agreements and obligations of the Obligors
contained in this Section 5.8 shall survive the payment in full of all
Obligations.

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<PAGE>

         5.9      Sharing of Payments, Etc. If, other than as provided in
Sections 3.10, 5.8 and 5.11, any Bank shall obtain any payment (whether
voluntary, involuntary, through the exercise of any right of set-off, or
otherwise) on account of the Loans made by it or its Letter of Credit Interests
in excess of its Percentage Share of the Aggregate Exposure, such Bank shall
forthwith purchase from the other Banks such participations in the Loans or the
Letter of Credit Interests of the other Banks as shall be necessary to cause
such purchasing Bank to share the excess payment ratably with each of them;
provided, however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Bank, such purchase by such Bank from
each other Bank shall be fully or partially rescinded and each other Bank shall
repay to the purchasing Bank the purchase price paid thereto to the extent of
such repaying Bank's recovery, together with an amount equal to such paying
Bank's Percentage Share (according to the proportion of (a) the amount of such
paying Bank's required repayment to (b) the total amount so recovered from the
purchasing Bank) of any interest or other amount paid or payable by the
purchasing Bank in respect of the total amount so recovered. Each Obligor agrees
that any Bank so purchasing a participation from another Bank pursuant to the
provisions of this Section 5.9 may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of set-off) with respect
to such participation as fully as if such Bank were the direct creditor of such
Obligor in the amount of such participation.

         5.10     Illegality.

                  (a)      If any Bank shall determine that any Legal
Requirement or any change therein or in the interpretation or administration
thereof has made it unlawful, or that any central bank or other Governmental
Authority has asserted that it is unlawful, for any Bank or its Lending Office
to make Eurodollar Rate Loans, then, on notice thereof by such Bank to the
Company through the Agent, the obligation of such Bank to make Eurodollar Rate
Loans shall be suspended until the notifying Bank shall have notified the Agent
and the Company that the circumstances giving rise to such determination no
longer exist, and during such suspension period such Bank shall make Base Rate
Loans.

                  (b)      If any Bank shall determine that it is unlawful to
maintain any Eurodollar Rate Loan, the Borrowers shall prepay in full all
Eurodollar Rate Loans of such Bank then outstanding, together with interest
accrued thereon, either on the last day of the Interest Period thereof if such
Bank may lawfully continue to maintain such Eurodollar Rate Loans to such day,
or immediately, if such Bank may not lawfully continue to maintain such
Eurodollar Rate Loans, together with any amounts required to be paid in
connection therewith pursuant to Section 5.11.

                  (c)      If any Borrower is required to prepay any Eurodollar
Rate Loan immediately as provided in Section 5.10(b), then, concurrently with
such prepayment, such Borrower shall borrow from the affected Bank, in the
amount of such repayment, a Base Rate Loan having as its Interest Payment Date
the same Interest Payment Date as the Eurodollar Rate Loan which was prepaid.

                  (d)      Before giving any notice to the Agent pursuant to
this Section 5.10, the affected Bank shall designate a different Lending Office
with respect to its

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<PAGE>

Eurodollar Rate Loans if such designation will avoid the need for giving such
notice or making such demand and will not, in the judgment of such Bank, be
illegal or otherwise disadvantageous to such Bank.

         5.11     Increased Costs and Reduction of Return.

                  (a)      Increased Costs. If any Bank shall determine that,
due to either (i) the introduction of or any change (other than any change by
way of imposition of or increase in reserve requirements included in the
Eurodollar Reserve Percentage) in or in the interpretation of any law,
regulation or other Legal Requirement (including changes in reserve, special
deposit or similar requirements imposed by a Governmental Authority) or (ii) the
compliance with any guideline or request from any central bank or other
Governmental Authority (whether or not having the force of law), there shall be
any increase in the cost to such Bank of agreeing to make or making, funding or
maintaining any Eurodollar Rate Loans, then the Borrowers shall be jointly and
severally liable for, and shall from time to time, upon demand therefor by such
Bank (with a copy of such demand to the Agent), jointly and severally pay to the
Agent for the account of such Bank, additional amounts as are sufficient to
compensate such Bank for such increased costs.

                  (b)      Capital Adequacy. If any Bank shall have determined
that

                           (i)      the adoption after the date of this
         Agreement or the effectiveness after the date of this Agreement
         (regardless of whether previously announced) of any applicable Legal
         Requirement or treaty regarding capital adequacy, or

                           (ii)     any change after the date of this Agreement
         in any existing or future Legal Requirement or treaty regarding capital
         adequacy, or

                           (iii)    any change after the date of this Agreement
         in the interpretation or administration of any existing or future Legal
         Requirement or treaty regarding capital adequacy by any Governmental
         Authority or comparable agency charged with the interpretation or
         administration thereof, or

                           (iv)     compliance by any Bank (or its Lending
         Office) with any request or directive after the date of this Agreement
         regarding capital adequacy (whether or not having the force of law) of
         any such Governmental Authority or comparable agency has or would have
         the effect of reducing the rate of return on the capital of such Bank
         (or any holding company of which such Bank is a part) as a consequence
         of its obligations under this Agreement and the other Credit Documents
         to a level below that which such Bank or holding company could have
         achieved but for such adoption, change or compliance by an amount
         deemed by such Bank or holding company to be material, then, from time
         to time, on demand by such Bank (with a copy to the Agent),

the Borrowers shall pay to such Bank such additional amount or amounts as will
compensate such Bank or holding company for such reduction. The certificate of
any

                                       64
<PAGE>

Bank setting forth such amount or amounts as shall be necessary to compensate it
and the basis therefor shall cover amounts accruing under this Section 5.11
shall be conclusive and binding, absent manifest error. The Company shall pay
the amount shown as due on any such certificate upon delivery of such
certificate. In preparing such certificate, a Bank may take into consideration
such Bank's and such holding company's policies with respect to capital
adequacy, employ such assumptions and allocations of costs and expenses as it
shall in good faith deem reasonable, and use any reasonable averaging and
attribution method.

                  (c)      Taxation. The Borrowers shall pay to the Agent, on
demand, for the account of such Bank, from time to time such amounts as any Bank
may reasonably determine to be necessary to compensate it for any costs incurred
by such Bank which such Bank reasonably determines are attributable to its
making or maintaining any Loan hereunder or its obligation to make or maintain
any such Loan hereunder, or any reduction in any amount receivable by such Bank
hereunder in respect of any of such Loans or such obligation, in each case
resulting from any Regulatory Change which:

                           (i)      subjects such Bank (or makes it apparent
         that such Bank is subject) to the imposition of (or any increase in)
         any tax (including any U. S. interest equalization tax), levy, impost,
         duty, charge, or fee (and all liabilities with respect to the
         foregoing), or any deduction or withholding for any Taxes on or from
         the payment due under any Letter of Credit or Loan or other amounts due
         hereunder (other than income and franchise taxes of the jurisdiction
         (or any subdivision thereof) in which such Bank has an office or a
         Lending Office); or

                           (ii)     changes the basis of taxation of any amounts
         payable to such Bank under this Agreement or any Credit Document in
         respect of any of such Letters of Credit or Loans, other than changes
         which affect taxes measured by or imposed on the overall net income or
         franchise taxes of such Bank or of its Lending Office for any of such
         Letters of Credit or Loans by the jurisdiction (or any subdivision
         thereof) in which such Bank has an office or such Applicable Lending
         Office; or

                           (iii)    imposes any other condition materially
         affecting this Agreement (or any of such extensions of credit or
         liabilities).

         Each Bank will notify the Company through the Agent of any event
occurring after the date of this Agreement which will entitle such Bank to
compensation pursuant to this Section as promptly as practicable after it
obtains knowledge thereof and determines to request such compensation.

         5.12     Funding Losses. Each Borrower agrees jointly and severally to
reimburse each Bank and to hold each Bank harmless from any loss or expense
which such Bank may sustain or incur as a consequence of the following:

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<PAGE>

                  (a)      the failure of any Borrower to make any payment or
prepayment of principal of any Eurodollar Rate Loan when due (including payments
made after any acceleration thereof);

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

                  (c)      the failure of any Borrower to make any prepayment
after such Borrower has given a notice in accordance with Section 2.5; or

                  (d)      the prepayment of a Eurodollar Rate Loan on a day
which is not the last day of the Interest Period with respect thereto; including
any such loss or expense arising from the liquidation or reemployment of funds
obtained by it to maintain its Eurodollar Rate Loans or from fees payable to
terminate the deposits from which such funds were obtained. This covenant shall
survive payment in full of all other Obligations and the termination of the
Credit Documents.

         5.13     Eurodollar Rate Protection. In the event that (a) the Agent
shall have determined (which determination shall be conclusive and binding upon
the Borrowers) that for any reason adequate and reasonable means do not exist
for ascertaining the Eurodollar Rate for any requested Interest Period with
respect to a proposed Loan that a Borrower has requested be made as a Eurodollar
Rate Loan, or (b) the Agent shall have determined (which determination shall be
conclusive and binding upon the Borrowers) that the Eurodollar Rate applicable
for any requested Interest Period with respect to a proposed Loan that a
Borrower has requested be made as a Eurodollar Rate Loan does not adequately and
fairly reflect the cost to such Bank of funding such Loan, the Agent shall
forthwith give notice of such determination to the Company and each Bank at
least one day prior to the proposed borrowing date for such Eurodollar Rate
Loan. If such notice is given, any requested Eurodollar Rate Loan shall be made
as a Base Rate Loan. Until such notice has been withdrawn by the Agent, no
further Eurodollar Rate Loans may be requested by the Borrowers and on the
Interest Payment Date of any Eurodollar Rate Loan then outstanding and so
affected such outstanding Loan shall be converted into a Base Rate Loan.

         5.14     Certificates of Banks. Any Bank claiming reimbursement or
compensation pursuant to this Article V shall deliver to the Company and the
Agent a certificate setting forth in reasonable detail the computation of the
amount payable to such Bank under this Agreement and such certificate shall be
conclusive and binding on the Borrowers in the absence of manifest error.

         5.15     Certain Notices Irrevocable. Notices to the Agent of any
termination or reduction of the Commitments, of prepayments of Loans and of the
duration of Interest Periods, and each Notice of Borrowing, each LC Application
and each Notice of Conversion/Continuation shall be irrevocable, and any such
notice shall be effective only if timely received by the Agent and, in the case
of a Notice of Swingline Borrowing, by the Swingline Bank.

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<PAGE>

         5.16     Subordination of Intercompany Debt. Each Obligor hereby
expressly covenants and agrees for the benefit of the Agent and the Banks that
all obligations and liabilities of the Company and its Subsidiaries to any
Obligor of whatsoever description (collectively herein called, the "Subordinated
Obligations"), including without limitation, all intercompany receivables of
such Obligor from the Company or any of its Subsidiaries, shall be subordinated
and junior in right of payment to the Obligations outstanding at any time,
whether or not secured by any Lien (collectively herein called, the "Senior
Obligations"), as set forth in this Section 5.16.

                  (a)      Subordination. Each Obligor which now or hereafter
has Subordinated Obligations (a "Payor") agrees, and shall cause each holder of
such Subordinated Obligations (a "Payee") to agree (and any Payee which is an
Obligor hereunder, does so agree) that all Subordinated Obligations are
subordinated, to the extent and in the manner provided herein, to the prior
payment in full of all Senior Obligations. This Section 5.16 is intended for the
benefit of all persons who hold, or, in reliance on the provisions of this
Section, become holders of, or continue to hold, Senior Obligations, and each
such person shall be entitled to enforce such provision. No amendment or other
modification of the provisions of this Section 5.16 shall be effective against
any holder of Senior Obligations who has not consented thereto.

                  (b)      Seniority of Payment. Upon the maturity of any Senior
Obligations by lapse of time, acceleration (unless waived) or otherwise
(including all installments of principal and interest), all Senior Obligations
then due and owing shall first be paid in full, or such payment duly provided
for in cash or in a manner satisfactory to all of the holders of such Senior
Obligations, before any payment is made on account of any amount owing under any
Subordinated Obligations.

                  (c)      No Payment After Default. Upon the happening of any
Default or Event of Default, then, unless and until such Default or Event of
Default shall have been cured or waived or shall have ceased to exist, (i) no
payment shall be made by any Payor with respect to any amount owing in respect
of Subordinated Obligations, (ii) no set-off or reduction of any Obligations
shall be made because of Subordinated Obligations, and (iii) if the Agent shall
so request, each Payee shall collect and receive Subordinated Obligations as
trustee for the Agent and the Banks and pay over all sums so collected to the
Agent and the Banks on account of the Obligations but without reducing or
affecting in any manner the liability of such Payee under this Agreement in any
way.

                  (d)      Holding in Trust. In the event that notwithstanding
the provisions of this Section 5.16 any Payor shall make any payment to any
Payee on account of any Subordinated Obligations at any time when such payment
is prohibited pursuant to clauses (a) through (c) of this Section 5.16, then,
such payment shall be held by the Payee in trust for the benefit of, and shall
be paid forthwith over and delivered to, the Agent for the benefit of the
holders of Senior Obligations (pro rata as to each of such holders on the basis
of the respective amounts of Senior Obligations held by them) for application to
the payment of all Senior Obligations remaining unpaid to the extent necessary
to pay all Senior Obligations in full accordance with its terms, after giving
effect to any concurrent

                                       67
<PAGE>

payment or distribution to or for the holders of Senior Obligations. Each Payor
shall give prompt written notice to each Payee of any Default or Event of
Default that has occurred.

                  (e)      Rights upon Dissolution. Upon any distribution of
assets of any Payor in any dissolution, winding up, liquidation or
reorganization for the benefit of creditors of such Payor (whether in
bankruptcy, insolvency or receivership proceedings or upon an assignment for the
benefit of creditors or otherwise):

                           (i)      the holders of all Senior Obligations shall
         first be entitled to receive payments in full of all Senior Obligations
         (including without limitation interest accruing after the commencement
         of any such proceeding at the rate specified in the documentation
         governing the terms of the respective Senior Obligations) in cash or in
         a manner satisfactory to all of its holders before the Payees are
         entitled to receive any payment on account of any amount owing under
         any Subordinated Obligations;

                           (ii)     any payment or distribution of assets of any
         Payor of any kind or character, whether in cash, property or
         securities, to which a Payee would be entitled except for the
         provisions of this Section 5.16, including any such payment or
         distribution which may be payable or deliverable by reason of the
         payment of any other indebtedness of a Payor being subordinated to the
         payment of any amount owing in respect of any Subordinated Obligations,
         shall be paid by the liquidating trustee or agent or other person
         making such payment or distribution directly to the holders of the
         Senior Obligations or their representative, or to the trustee under any
         indenture under which Senior Obligations may have been issued (pro rata
         as to each such holder, representative or trustee on the basis of the
         representative amounts of unpaid Senior Obligations held or represented
         by each), to the extent necessary to make payment in full of all Senior
         Obligations remaining unpaid, after giving effect to any concurrent
         payment or distribution or provision therefor to the holders of such
         Senior Obligations, except that a Payee would be entitled to receive
         securities that are subordinated to Senior Obligations to at least the
         same extent as the Subordinated Obligations; and

                           (iii)    in the event that notwithstanding the
         foregoing provisions of this Section 5.16, any payment or distribution
         of assets of any Payor of any kind or character, whether in cash,
         property or securities, including any such payment or distribution
         which may be payable or deliverable by reason of the payment of any
         other indebtedness of such Payor being subordinated to the payment of
         any amount owing in respect of the Subordinated Obligations, shall be
         received by such Payee on account of any amount owing in respect of the
         Subordinated Obligations before all Senior Obligations is paid in full,
         such payment or distribution shall be received and held in trust for
         and shall be paid over to the Agent for the pro rata benefit of the
         holders of the Senior Obligations remaining unpaid or unprovided for or
         their representative, for application to the payment of such Senior
         Obligations until all such Senior Obligations shall have been paid in
         full, except that such Payee would be entitled to receive securities

                                       68
<PAGE>

         that are subordinated to Senior Obligations to at least the same extent
         as the Subordinated Obligations.

                  (f)      Subrogation Rights. On and after the payment in full
of all Senior Obligations, each Payee shall be subrogated equally and ratably to
the rights of the holders of the Senior Obligations to receive payments or
distributions of assets of a Payor, whether in cash, property or securities,
applicable to the Senior Obligations until all amounts owing in respect of
Subordinated Obligations shall be paid in full, and for the purpose of such
subrogation no payments or distributions to the holders of the Senior
Obligations by or on behalf of any Payor or by on behalf of any Payee by virtue
of this Section which otherwise would have been made to such Payee shall, as
between such Payor, its creditors other than holders of the Senior Obligations
and such Payee, be deemed to be payment by such Payor to or on account of the
Senior Obligations.

                  (g)      Intended Beneficiaries. The provisions of this
Section 5.16 are intended solely for the purpose of defining the relative rights
of each Payee, on the one hand, and the holders of the Senior Obligations, on
the other hand, and nothing contained in this Section 5.16 or elsewhere in any
documentation related to the Subordinated Obligations is intended to or shall
impair as between any Payor, its creditors other than holders of Senior
Obligations, and any Payee, the obligation of such Payor, which is absolute and
unconditional, to pay to such Payee the principal of, interest or premium, if
any, on any Subordinated Obligations as and when the same shall become due and
payable in accordance with their terms, or is intended to or shall affect the
relative rights of such Payee and creditors of such Payor other than the holders
of the Senior Obligations, nor shall anything herein or therein prevent such
Payee from exercising all remedies otherwise permitted by applicable law upon
default under any documentation evidencing the Subordinated Obligations, subject
to the rights, if any, under this Section 5.16 of the holders of Senior
Obligations in respect of cash, property or securities of any Payor received
upon the exercise of any such remedy. Upon any distribution of assets of any
Payor referred to in this Section 5.16, each Payee shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction in which
such dissolution, winding up, liquidation or reorganization proceedings are
pending, or a certificate of the liquidating trustee or agent or other person
making any distribution to such Payee for the purpose of ascertaining the
persons entitled to participate in such distribution, the holders of the Senior
Obligations and other indebtedness of such Payor, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon, and all other facts
pertinent thereto or to this Section 5.16.

                  (h)      Subordination Rights Not Impaired. The right or
interest of any present or future holders of any Senior Obligations, and all
agreements and obligations of any Payee under this Section 5.16, shall remain in
full force and effect irrespective of: (i) any change in the time, manner or
place of payment of, or in any other term in respect of, all or any of the
Senior Obligations, or any amendment or waiver of any agreement or instrument
related thereto; (ii) any exchange or release of, or non-perfection of any lien
on or security interest in, any collateral, or any release from, amendment or
waiver of or consent to departure from any guaranty, for all or any of the
Senior Obligations; (iii) any other circumstance which might otherwise
constitute a defense available to or discharge

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<PAGE>

of such Payee in respect of the provisions of this Section 5.16; or (iv) any act
or failure to act on the part of any Payor or by any act or failure to act, in
good faith, by any holder of Senior Obligations, or by any noncompliance by such
Payor with the terms of the Subordinated Obligations, regardless of any
knowledge thereof which such Payee may have or be otherwise charged with.

                  (i)      Other Provisions Subject Hereto. Except as expressly
stated in this Section 5.16, notwithstanding anything contained in any
documentation related to the Subordinated Obligations to the contrary, all the
provisions of such documentation are subject to the provisions of this Section
5.16. The provisions of this Section 5.16 shall continue to be effective or
shall be reinstated, as the case may be, if at any time any payment in respect
of Senior Obligations is rescinded or must otherwise be returned on the
insolvency, bankruptcy or reorganization of any Payor or otherwise, all as
though such payment had not been made.

                  (j)      Pledge of Subordinated Obligations. Each Payor
acknowledges that each Payee which is an Obligor has assigned and pledged it
rights in respect of the Subordinated Obligations as collateral security for the
Obligations of such Payee. Each Payor hereby consents to such assignment and
pledge and agrees that all payments in respect of the Subordinated Obligations
shall, upon the request of the Agent, be made directly to the Agent for the
benefit of the Banks as the Agent may instruct. By its execution of this
Agreement each Payee which is an Obligor acknowledges that any payments so
received by the Agent from a Payor which is an Obligor shall ratably reduce the
outstanding balance of the Subordinated Obligations of such Payor.

                                   ARTICLE VI
                         REPRESENTATIONS AND WARRANTIES

         The Obligors jointly and severally represent and warrant to the Agent,
the Issuing Bank and each Bank (and each Designated Subsidiary which after the
Closing Date has executed and delivered an Election to Participate shall be
deemed to have represented and warranted as of the date of such delivery) to the
Agent, the Issuing Bank and each Bank that:

         6.1      Corporate Existence and Power. Each Obligor and Obligated
Subsidiary:

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

                  (b)      has the power and authority and all governmental
licenses, Environmental Permits, authorizations, consents and approvals to own,
pledge, mortgage and operate its property, to lease the property it operates as
lessee and to conduct the business in which it is currently engaged;

                  (c)      is duly qualified as a foreign corporation, licensed
and in good standing, under the laws of each jurisdiction where its ownership,
lease or operation of

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<PAGE>

property or the conduct of its business requires such qualification, license or
payment; and

                  (d)      is in compliance with all Legal Requirements;

         except, in each case referred to in clause (c) or clause (d), to the
extent that the failure to do so could not have a Material Adverse Effect.

         6.2      Corporate Authorization; No Contravention. The execution,
delivery and performance by each Obligor and Obligated Subsidiary of each Credit
Document to which such Person is a party:

                  (a)      are within such Person's corporate power and
authority and have been duly authorized by all necessary corporate action on the
part of such Person, including any shareholder action that is required on the
part of any shareholder of such Person;

                  (b)      do not and will not contravene the terms of that
Person's certificate of incorporation, bylaws, other organizational document or
any amendment of any thereof;

                  (c)      do not and will not conflict with, or result in any
material breach or contravention of, or the creation of any Lien (other than
Liens under this Agreement and the other Credit Documents) under, any indenture,
agreement, lease, instrument, Contractual Obligation, injunction, order, decree
or undertaking to which such Person is a party; and

                  (d)      do not and will not violate any Legal Requirement.

         6.3      Governmental Authorization. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority (except for recordings or filings in connection with the
Liens granted to the Agent under the Security Documents or this Agreement) or,
to the knowledge of the Obligors, any other Person, is necessary or required in
connection with the execution, delivery, performance or enforcement against any
Obligor or any Obligated Subsidiary of any Credit Document or any other
instrument or agreement required under any Credit Document to be made by any
Obligor or Obligated Subsidiary for the validity or enforceability thereof.

         6.4      Binding Effect. Each Credit Document to which any Obligor or
any Obligated Subsidiary is a party constitute the legal, valid and binding
obligations of such Obligor or Obligated Subsidiary to the extent it is a party
thereto, enforceable against such Person 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.

         6.5      Litigation. Except as set forth in Schedule 6.5, there are no
actions, suits, proceedings, claims or disputes pending, or to the knowledge of
any Obligor, threatened

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<PAGE>

or contemplated at law, in equity, in arbitration or before any Governmental
Authority against such Obligor or any of its Subsidiaries or any of their
respective properties:

                  (a)      with respect to this Agreement, any Credit Document
or any of the transactions contemplated hereby or thereby; or

                  (b)      which, if determined adversely to such Obligor or
such Subsidiary could reasonably be expected to have a Material Adverse Effect.

No injunction, writ, temporary restraining order or order of any nature has been
issued by any court or other Governmental Authority purporting to enjoin or
restrain the execution, delivery and performance of this Agreement or any Credit
Document or directing that the transactions provided for herein or therein not
be consummated as herein or therein provided.

         6.6      No Default. No Default or Event of Default exists or would
result from the incurring of obligations by any Obligor or any Obligated
Subsidiary under any Credit Document. Neither the Company nor any of its
Subsidiaries is in default under or with respect to any Contractual Obligation
in any respect which, individually or together with all such defaults, could
reasonably be expected to have a Material Adverse Effect.

         6.7      ERISA Compliance.

                  (a)      Schedule 6.7 lists all Plans maintained or sponsored
by the Company or any of its Subsidiaries (or to which the Company or any of its
Subsidiaries is obligated to contribute), and separately identifies Plans
intended to be Qualified Plans and Multiemployer Plans. Each of such Plans or
written descriptions thereof provided to the Agent is true and complete in all
material respects.

                  (b)      Each such Plan is in compliance in all material
respects with the applicable provisions of ERISA, the Code and other Legal
Requirements, including all requirements under the Code or ERISA for filing
reports (which are true and correct in all material respects as of the date
filed), and all benefits have been paid in accordance with the provisions of
each such Plan.

                  (c)      Each such Qualified Plan has been determined by the
Internal Revenue Service to qualify under Section 401 of the Code, and the
trusts created thereunder have been determined to be exempt from tax under the
provisions of Section 501 of the Code, and, to the knowledge of the Obligors,
nothing has occurred which would cause the loss of such qualification or
tax-exempt status.

                  (d)      Except as set forth in Schedule 6.7, there is no
outstanding liability under Title IV of ERISA with respect to any Plan
maintained or sponsored by the Company or any of its Subsidiaries or any ERISA
Affiliate (as to which the Company or any of its Subsidiaries is or may be
liable), nor with respect to any Plan to which the Company or any of its
Subsidiaries or any ERISA Affiliate (wherein the Company or any of its
Subsidiaries is or may be liable) contributes or is obligated to contribute.

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<PAGE>

                  (e)      Except as set forth in Schedule 6.7, none of the
Qualified Plans subject to Title IV of ERISA has any Unfunded Pension Liability
(as to which the Company or any of its Subsidiaries is or may be liable).

                  (f)      Except as set forth in Schedule 6.7, no Plan
maintained or sponsored by the Company or any of its Subsidiaries provides
medical or other welfare benefits or extends coverage relating to such benefits
beyond the date of a participant's termination of employment with the Company or
any of its Subsidiaries, except to the extent required by Section 4980B of the
Code and at the sole expense of the participant or the beneficiary of the
participant to the fullest extent permissible under such Section of the Code.
The Company and its Subsidiaries have complied in all material respects with the
notice and continuation coverage requirements of Section 4980B of the Code.

                  (g)      Except as set forth in Schedule 6.7, no ERISA Event
has occurred or is reasonably expected to occur with respect to any Plan
maintained or sponsored by the Company or any of its Subsidiaries or to which
the Company or any of its Subsidiaries is obligated to contribute that, in the
aggregate, may be expected to have a Material Adverse Effect.

                  (h)      There are no pending or, to the knowledge of the
Company, threatened claims, actions or lawsuits, other than routine claims for
benefits in the usual and ordinary course, asserted or instituted against (i)
any Plan maintained or sponsored by the Company or any of its Subsidiaries or
its assets, (ii) any member of the Controlled Group with respect to any
Qualified Plan of the Company or any of its Subsidiaries, or (iii) any fiduciary
with respect to any Plan for which the Company or any of its Subsidiaries may be
directly or indirectly liable, through indemnification obligations or otherwise.

                  (i)      Except as set forth in Schedule 6.7, neither the
Company nor any of its Subsidiaries has incurred nor reasonably expects to incur
(i) any liability (and no event has occurred which, with the giving of notice
under Section 4219 of ERISA, would result in such liability) under Section 4201
or 4243 of ERISA with respect to a Multiemployer Plan or (ii) any liability
under Title IV of ERISA (other than premiums due and not delinquent under
Section 4007 of ERISA) with respect to a Plan.

                  (j)      Except as set forth in Schedule 6.7, neither the
Company nor any of its Subsidiaries has transferred any Unfunded Pension
Liability outside of the Controlled Group or otherwise engaged in a transaction
that could be subject to Section 4069 or 4212(c) of ERISA.

                  (k)      Neither the Company nor any of its Subsidiaries has
engaged, directly or indirectly, in a non-exempt prohibited transaction (as
defined in Section 4975 of the Code or Section 406 of ERISA) in connection with
any Plan which has a reasonable likelihood of having a Material Adverse Effect.

         6.8      Use of Proceeds; Margin Regulations. The Borrowers intend to
use the proceeds of the Loans, and the Letters of Credit, solely for the
purposes set forth in

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<PAGE>

Section 8.11 and not for any purpose prohibited by Section 9.8. The Borrowers
intend that no portion of the Loans and none of the Letters of Credit will be
used, directly or indirectly, (a) to purchase or carry any Margin Stock, (b) to
repay or otherwise refinance indebtedness of any Borrower or any Affiliate of a
Borrower incurred to purchase or carry any Margin Stock, or (c) to extend credit
for the purpose of purchasing or carrying any Margin Stock except as permitted
by Section 9.3(c) hereunder. The Borrowers intend that no portion of the Loans,
and no Letter of Credit, will be used directly or indirectly for repurchases of
stock or acquisitions or investments; provided, however, that the Borrowers
intend that proceeds of Loans may be used for repurchases of stock, acquisitions
and investments permitted under Sections 9.3(a), (b), (d), (e), (f) and (g) and
9.10.

         6.9      Title to Properties. Each Obligor has good record and
marketable title in fee simple to or valid leasehold interests in all property
reflected in its financial statements, except for such defects in title as could
not, individually or in the aggregate, have a Material Adverse Effect. All such
property is free and clear of any security interest, Lien or right of others,
except for Permitted Liens.

         6.10     Taxes. The Obligors and Obligated Subsidiaries have filed all
material tax returns and reports required to be filed and have paid all 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, and no
notice of tax lien has been filed or recorded (such proceedings, reserves and
taxes being described on Schedule 6.10). To the knowledge of the Obligors, there
is no proposed tax assessment against any Obligor or Obligated Subsidiary which
could, if the assessment were made, have a Material Adverse Effect. The
proceedings described in Schedule 6.10 will not, if determined adversely to any
Obligor or Obligated Subsidiary, have a Material Adverse Effect.

         6.11     Financial Condition.

                  (a)      The audited consolidated financial statements of the
Company and its Subsidiaries dated December 31, 2002, and the related
consolidated statements of operations, stockholders' equity and cash flows for
the fiscal year ended on that date and the unaudited consolidated balance sheet
of the Company and its Subsidiaries dated September 30, 2003 and the related
unaudited consolidated statements of income, cash flows and changes in
stockholders' equity accounts for the three months then ended, certified by the
Chief Financial Officer of the Company, copies of which have been delivered to
each of the Banks:

                           (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 Company and its Subsidiaries as of the date thereof and results of
         operations for the period

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<PAGE>

         covered thereby, subject (in the case of the unaudited balance sheet
         and statements) to changes resulting from audit and normal year-end
         adjustments; and

                           (iii)    show all material indebtedness and other
         liabilities, direct or contingent, of the Company and its Subsidiaries
         as of the date thereof (including liabilities for taxes and material
         commitments) that would be customarily included in a balance sheet
         prepared in accordance with GAAP.

                  (b)      Since September 30, 2003, there has been no event,
occurrence, circumstance or condition which has had or which could reasonably be
expected to have a Material Adverse Effect.

         6.12     Environmental Matters.

                  (a)      Except as specifically identified in Schedule 6.12,
the operations of each of the Company and its Subsidiaries and any facility or
property owned, operated, leased, or controlled by any of them comply in all
respects with all Environmental Laws, except where any such non-compliance could
not reasonably be expected to result in liabilities in the aggregate in excess
of Three Million Dollars ($3,000,000).

                  (b)      Except as specifically identified in Schedule 6.12,
the Company and each of its Subsidiaries has obtained all material permits,
licenses, certificates, registration numbers, identification numbers,
applications, consents, approvals, notices of intent and exemptions
(collectively, "Environmental Permits") required under applicable Environmental
Laws for their operations, and all such Environmental Permits are in effect, and
the Company and each of its Subsidiaries is in material compliance with all
terms and conditions of such Environmental Permits except where any such
non-compliance could not reasonably be expected to result in liabilities in the
aggregate in excess of Three Million Dollars ($3,000,000).

                  (c)      Except as specifically identified in Schedule 6.12,
neither the Company, any of its Subsidiaries, any of the facilities or
properties owned, operated, leased, or controlled by any of them, nor any of
their respective operations, is subject or over the period (not exceeding five
years) within any applicable statute of limitations has been subject to any
pending or threatened Environmental Claim which could reasonably be expected to
have a Material Adverse Effect.

                  (d)      Except as specifically identified in Schedule 6.12,
there are, to the knowledge of the Obligors, no conditions or circumstances
which could reasonably be expected to give rise to any Environmental Claim
arising from the past, present or future operations, properties or facilities of
the Company or any of its Subsidiaries, including Environmental Claims
associated with any operations, properties or facilities of the Company or any
of its Subsidiaries, with a potential liability in the aggregate in excess of
Three Million Dollars ($3,000,000). Without limiting the generality of the
foregoing, (i) neither the Company 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 releasing
Hazardous Materials, and (ii) neither the Company nor any

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<PAGE>

or its Subsidiaries is aware of any requirements of Environmental Law which
during the term of this Agreement could reasonably be expected to have a
Material Adverse Effect.

         6.13     Security Documents.

                  (a)      The provisions of each of the Security Documents are
effective to create in favor of the Agent, on behalf of the Banks, a security
interest in all right, title and interest of the Person granting the Collateral
described therein; and financing statements have been filed (or will be filed
within 10 days from the date of such Security Document) in the offices in all
jurisdictions necessary to create such an Acceptable Security Interest in
Collateral for which filing is the method of perfection under the applicable
Uniform Commercial Code or other applicable law. No other action is necessary to
perfect the security interests created in the Security Documents except for
possession by the Agent of all Pledged Collateral; and

                  (b)      Assuming the filing or possession referred to in
Section 6.13(a), the provisions of the Security Documents are effective to
create Acceptable Security Interests in all of the Collateral described therein.

         6.14     No Regulation Limiting Debt. Neither any Obligor nor any
Person controlling any Obligor is (i) an "investment company" within the meaning
of the Investment Company Act of 1940, as amended, or (ii) subject to regulation
under the Public Utility Holding Company Act of 1935, the Federal Power Act, the
Interstate Commerce Act, or any public utility act or other Legal Requirement
limiting its ability to incur indebtedness.

         6.15     Full Disclosure. All factual information heretofore or
contemporaneously furnished in writing by or on behalf of any Obligor or any
Subsidiary of any Obligor in writing to the Agent or any Bank (including all
information contained in the Credit Documents) for purposes of or in connection
with this Agreement or any other Credit Document or any transaction contemplated
by this Agreement or any other Credit Document is, and all other such factual
information hereafter furnished in writing by or on behalf of any Obligor or any
Subsidiary of any Obligor in writing to the Agent or any Bank will be, true and
accurate in all material respects on the date as of which such information is
dated or certified and shall not, taken as a whole, omit to state any fact
necessary to make such information not misleading at such time in light of the
circumstances under which such information was provided.

         6.16     No Burdensome Restrictions. None of the Obligors and none of
their respective Subsidiaries is a party to or bound by any Contractual
Obligation or subject to any charter or corporate restriction or any Legal
Requirement which materially adversely affects or (insofar as any Obligor may
reasonably foresee) may so affect, the rights of the Agent or any Bank under any
Credit Document, or which impairs or may impair the ability of any Obligor to
perform or observe its obligations under this Agreement or any other Credit
Document.

         6.17     Solvency. Each Obligor and Obligated Subsidiary is Solvent.

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<PAGE>

         6.18     Labor Relations. Neither the Company nor any of its
Subsidiaries is engaged in any unfair labor practice that could have a Material
Adverse Effect. No significant unfair labor practice complaint is pending
against the Company or any of its Subsidiaries, or, to the knowledge of any
Obligor, threatened against the Company or any of its Subsidiaries, by or before
the U.S. National Labor Relations Board or any other Governmental Authority, and
no significant grievance or significant arbitration proceeding arising out of or
under any collective bargaining agreement is pending against the Company or any
of its Subsidiaries or, to the knowledge of any Obligor, threatened against the
Company or any of its Subsidiaries. No significant strike, labor dispute,
slowdown or stoppage is pending against the Company or any of its Subsidiaries
or, to the knowledge of any Obligor, threatened against the Company or any of
its Subsidiaries. To the knowledge of the Company, no union representation
question exists with respect to any employees of the Company or any of its
Subsidiaries and, to the knowledge of any Obligor, no union organizing activity
is taking place, except (with respect to any matter specified in the preceding
three sentences) such as could not, individually or in the aggregate, have a
Material Adverse Effect.

         6.19     Copyrights, Patents, Trademarks and Licenses, Patents, etc.
Except as specifically set forth in Schedule 6.19, the Company and each of its
Subsidiaries owns or is licensed or otherwise has full legal right to use all of
the patents, trademarks, service marks, trade names, copyrights, franchises,
authorizations and other rights that are reasonably necessary for the operation
of its business, without conflict with the rights of any other Person with
respect thereto. To the knowledge of any Obligor, no slogan or other advertising
device, product, process, method, substance, part or other material employed or
contemplated to be employed by the Company or any of its Subsidiaries infringes
upon any rights of any other Person, no claim or litigation regarding any of the
foregoing is pending or threatened, and no patent, invention, device,
application, principle or any statute, law, rule, regulation, standard or code
is pending or, to the knowledge of any Obligor, proposed, which, in either case,
could reasonably be expected to have a Material Adverse Effect.

         6.20     Subsidiaries. As of the Closing Date, the Company (a) has no
Subsidiaries or Material Joint Ventures other than those listed on Schedule
6.20(a), (b) has no equity investments in excess of $100,000 in any other Person
other than the Persons listed on Schedule 6.20(b), and (c) has an ownership
structure as disclosed by the Company to the Banks prior to the Closing Date.
Each of WEI, WESCO, WII, WWAI, WME, CAMSA, WOSI, WMAI, WTSA, ESCA, WCI, RPI,
MSI, IPEI, Mt. West, WPIE, WPED, WPEC and WUSA is a wholly-owned direct or
indirect Subsidiary of WGI.

         6.21     Acceptable Bank Accounts and Lock Box Arrangements. All Tier 1
Receivables and Tier 2 Receivables are made or to be made to the bank accounts
or lock boxes specified to the Agent in the Bank Account Side Letter, as amended
from time to time in accordance with its terms.

         6.22     Insurance. The properties of each of the Obligors and their
respective Subsidiaries are insured with financially sound and reputable
insurance companies, in such amounts and covering such risks as is customarily
carried by companies engaged in

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similar businesses and owning similar properties in localities where such
Obligor or such Subsidiary operates. Each Obligor has insurance in full force
and effect which satisfies the requirements of Section 8.5.

         6.23     Chief Executive Offices and Places of Business. The chief
executive office and principal place of business for each Obligor is set forth
on Schedule 3.06(a) to the Security Agreement (as deemed to be modified upon
delivery of any Election to Participate or Election to Terminate).

                                   ARTICLE VII
                              CONDITIONS PRECEDENT

         7.1      Conditions Precedent to Effectiveness of this Agreement. The
effectiveness of this Agreement is subject to the conditions precedent that the
Agent shall have received on or before such date, all of the following, in form
and substance satisfactory to the Agent and its counsel and (except for the
certificates representing Pledged Shares as defined in the Pledge Agreements of
even date herewith) in sufficient copies for each Bank:

                  (a)      Credit Agreement. This Agreement, duly executed and
delivered by a Responsible Officer of each Obligor and by authorized
representatives of Banks with Commitments totaling $150,000,000.

                  (b)      Notes. Revolving Notes, one for each Borrower, each
payable to the order of each Bank that has requested a Revolving Note pursuant
to Section 2.2(b), each in the amount of such Bank's Commitment as in effect on
the Closing Date, duly executed and delivered by a Responsible Officer of such
Borrower, and the Swingline Note, duly executed and delivered by the Company and
payable to the order of the Swingline Bank in the principal amount of
$2,000,000.

                  (c)      Security Documents and Financing Statements. The
Security Agreement, the Pledge Agreements, the Foreign Collateral Documents
described on Schedule 1.1(B) (except those which are Post-Closing Items), and an
Account Control Agreement from each Account Bank (to the extent required to make
the bank accounts maintained by such Account Bank and described in the Bank
Account Side Letter an Acceptable Bank Account), each in form and substance
satisfactory to the Agent, duly executed by parties thereto, together with:

                           (i)      certificates representing the Pledged Shares
         referred to in the Pledge Agreements;

                           (ii)     undated irrevocable stock transfer powers
         executed in blank with signatures guaranteed or authenticated as the
         Agent may specify; and

                           (iii)    UCC financing statements covering Collateral
         in which a security interest may be perfected by filing a UCC financing
         statement in the U.S.;

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<PAGE>

                           (iv)     evidence satisfactory to the Agent that all
         other actions necessary or, in the opinion of the Agent, desirable to
         create Acceptable Security Interests in the Collateral have been taken
         (other than Post-Closing Items), including without limitation that
         account obligors of Receivables payable to Obligors organized under the
         laws of Bolivia and Venezuela have been notified of the Lien of the
         Agent; and

                           (v)      the executed consent of the sole shareholder
         of Musketeer.

                  (d)      Incumbency. A certificate of the Secretary or an
Assistant Secretary of each Obligor and Obligated Subsidiary certifying the
names and true copies of signatures of the officers of such Obligor and
Obligated Subsidiary authorized to execute and deliver this Agreement and all
other Credit Documents to be executed and delivered by such Obligor or Obligated
Subsidiary.

                  (e)      Articles of Incorporation; Bylaws and Good Standing.
Each of the following documents:

                           (i)      the articles or certificate of incorporation
         of each Obligor and the articles of association of Musketeer, each as
         in effect on the Closing Date, each certified by the appropriate
         Governmental Authorities in the jurisdiction of its incorporation or
         organization as of a recent date; and, with respect to each Obligor,
         either (A) the bylaws of such Obligor in effect on the Closing Date,
         certified by the Secretary or an Assistant Secretary of such Obligor as
         of the Closing Date or (B) a certificate of the Secretary or an
         Assistant Secretary of such Obligor certifying the full force and
         effect of the bylaws previously delivered to the Agent in connection
         with the Original Credit Agreement provided such Obligor makes
         available a copy of such bylaws to any Bank upon request; and

                           (ii)     a good standing certificate for each Obligor
         from the appropriate authorities of its jurisdiction of incorporation,
         a good standing certificate from the State of Texas as to each Obligor
         qualified to do business in Texas, and a good standing certificate from
         the State of Oklahoma as to each Obligor qualified to do business in
         Oklahoma, all as of a recent date.

                  (f)      Resolutions. Certified copies of the resolutions of
the Boards of Directors (or, in the case of the Company, of the Executive
Committee of the Board of Directors) of each Obligor and Obligated Subsidiary
(or in the case of Musketeer, of the managing director of Musketeer and of the
sole stockholder of Musketeer) approving and authorizing the execution, delivery
and performance by such Person of the Credit Documents to which it is a party
and the transactions contemplated thereby, certified as of the Closing Date by
the Secretary or an Assistant Secretary of each Obligor or Obligated Subsidiary,
as the case may be, together with, in the case of the Company, the resolutions
of the Company's Board of Directors establishing, empowering and appointing the
Executive Committee of the Company's Board of Directors, also certified as of
the Closing Date by the Secretary or an Assistant Secretary of the Company.

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<PAGE>

                  (g)      Convertible Note Issuance. Evidence that the Company
shall have arranged for the purchase of at least $50,000,000 of the Convertible
Notes within 10 days of the Closing Date on terms and conditions reasonably
satisfactory to the Agent.

                  (h)      Legal Opinions.

                  (i)      an opinion of Panamanian counsel to the Obligors
organized under the laws of Panama, in form and substance satisfactory to the
Agent and addressed to the Agent and the Banks;

                           (i)      an opinion of Conner & Winters, A
         Professional Corporation, U.S. counsel to the Obligors, in form and
         substance satisfactory to the Agent;

                           (ii)     an opinion of Oregon counsel to WPEC, in
         form and substance satisfactory to the Agent;

                           (iii)    an opinion of Colorado counsel to Mt. West,
         WPIE and WPED, in form and substance satisfactory to the Agent;

                           (iv)     opinions of local counsel to certain
         Obligors and Obligated Subsidiaries in Nigeria and the province of
         Alberta, Canada, each in form and substance satisfactory to the Agent;

                           (v)      an opinion of Bracewell & Patterson, L.L.P.,
         special counsel to the Agent, in form and substance satisfactory to the
         Agent.

                  (j)      Payment of Fees. Evidence satisfactory to the Agent
that the Obligors have paid all costs, accrued and unpaid fees and expenses
(including legal fees and expenses) referred to in Article V and in Section 11.4
and in the Fee Letter to the extent due and payable on the Closing Date.

                  (k)      Business Plan and Financial Statements. A
satisfactory business plan for the Company and its Subsidiaries for the years
2004 through 2006 and a satisfactory written analysis of the business plan; and
copies of the draft audited annual financial statements for the Company and its
Subsidiaries for its fiscal year 2003.

                  (l)      Insurance Policies. Certificates of insurance with
respect to insurance policies or other instruments or documents evidencing
insurance coverage on the property and operations of the Obligors in accordance
with Section 8.5.

                  (m)      Financial Condition Certificate. A certificate from
the Chief Financial Officer of the Company, in substantially the form of Exhibit
M to the effect that as of the Closing Date, and after giving effect to the
transactions contemplated by this Agreement and the other Closing Documents, (i)
each of the Obligors is Solvent; and (ii) no material change has occurred which
would cause the projections delivered to the Agent in advance of the Closing
Date (and acceptable to the Agent) and included in the Confidential Information
Memorandum dated February, 2004 to no longer be

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representative of the Company's expected consolidated financial performance or
which could be deemed, individually or in the aggregate, materially adverse to
interests of the Banks under this Agreement and the other Credit Documents.

                  (n)      No Material Adverse Litigation. Evidence satisfactory
to the Agent and the Required Banks that no litigation or other proceeding
exists (including without limitation concerning the ownership of the Company or
any of its Subsidiaries, or any of their respective properties and assets) that
might, in their opinion, constitute or lead to a Material Adverse Effect.

                  (o)      Consents. Evidence satisfactory to the Agent in its
discretion that all consents of each Governmental Authority and of each other
Person, if any, required in connection with the Loans and Letters of Credit or
the execution, delivery and performance of the Credit Documents have been
received and remain in full force and effect.

                  (p)      Process Agent. Acknowledgment from CT Corporation
System with respect to its irrevocable appointment (x) by each Obligor pursuant
to Section 13.14(e) of this Agreement, and (y) by each Obligated Subsidiary to
the extent such Obligated Subsidiary has executed any Credit Document governed
by New York law and requiring such appointment.

                  (q)      Lien Searches and Lien Releases. Satisfactory lien
searches in each relevant jurisdiction with respect to the Collateral of the
Obligors, showing no Liens other than Permitted Liens and Liens for which
release documents satisfactory to the Agent have been delivered to the Agent
(subject only to the making of the initial Loans) on or prior to the Closing
Date pursuant to documentation satisfactory to the Agent.

                  (r)      Stock Registers. To the extent applicable law
requires any pledge of capital stock to be recorded in the stock register of the
issuer thereof, copies of the stock register of each Obligor organized under the
law of Venezuela, Bolivia or Panama.

                  (s)      Legal Structure of Obligors. The Agent shall be
satisfied with the legal, capital and ownership structure of each Obligor as of
the Closing Date.

                  (t)      Bank Account Arrangements. All bank account
arrangements of the Obligors are satisfactory to the Agent.

                  (u)      Subordination of Intercompany Indebtedness. All
Indebtedness of each Obligor to any of its Affiliates shall have been
subordinated to such Obligor's respective obligations under the Credit Documents
on terms and conditions satisfactory to the Agent.

                  (v)      Payment of Loans under Original Credit Agreement.
Arrangements satisfactory to the Agent shall have been made for prepayment in
full of Loans outstanding as of the Closing Date, together with accrued interest
thereon, with the proceeds of new Loans requested to be made on the Closing Date
ratably by the Banks party to this Agreement in accordance with Article II of
this Agreement.

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                  (w)      Other Documents. Such other consents, approvals,
opinions or documents as the Agent or any Bank through the Agent may reasonably
request.

         7.2      Conditions Precedent to all Extensions of Credit. The
obligation of each Bank to make any Loan or to issue or participate in any
Letter of Credit (including the initial Loan or Letter of Credit) or to extend
the expiry date of any Letter of Credit or increase in the face amount thereof,
is in each case subject to the satisfaction of the following conditions
precedent on the relevant borrowing date:

                  (a)      Notice of Borrowing or LC Application. The Agent
(and, with respect to any Swingline Loan being requested, the Swingline Bank)
shall have received, with a counterpart for each Bank, a Notice of Borrowing as
required by Section 2.3, or an LC Application and request for issuance of a
Letter of Credit as required by Section 3.3.

                  (b)      Continuation of Representations and Warranties. The
representations and warranties made by the Obligors and the Obligated
Subsidiaries contained in the Credit Documents shall be true and correct on and
as of such borrowing date with the same effect as if made on and as of such
borrowing date.

                  (c)      No Existing Default. No Default or Event of Default
shall have occurred and be continuing under any Credit Document on the borrowing
date with respect to such Loan or Letter of Credit or after giving effect to the
Loans to be made or Letter of Credit to be issued on such borrowing date.

                  (d)      No Violation. The making of such Loan or the issuance
of such Letter of Credit shall not be prohibited by, or subject the Agent or any
Bank to any penalty under, any Legal Requirement applicable to the Agent or such
Bank.

                  (e)      Legal Structure of Obligors. There shall not have
been any material change in the legal, capital and ownership structure of any
Obligor since the date that such Obligor first became party to this Agreement.

                  (f)      Additional Opinions. To the extent there has been any
material change in Collateral included in the determination of the Net Borrowing
Base or in the Obligors, such additional opinions in connection therewith as the
Agent shall determine are necessary to confirm the Acceptable Security Interest
of the Agent in such Collateral and the enforceability of each Obligor's
Obligations.

         7.3      Conditions Precedent to Participation by a Designated
Subsidiary. The obligation of each Bank to accept a Designated Subsidiary as an
Obligor under this Agreement is subject to the satisfaction of the following
conditions precedent before the effectiveness of such Designated Subsidiary's
Election to Participate:

                  (a)      Notes; Election to Participate. The Agent shall have
received a Note payable to the order of each Bank that has requested Notes
pursuant to Section 2.2(b), and an Election to Participate, each duly executed
by such Designated Subsidiary.

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                  (b)      Opinion of Counsel. The Agent shall have received an
opinion of counsel for such Designated Subsidiary acceptable to the Agent,
substantially in the form of the opinion letters delivered in respect of the
initial Designated Subsidiaries as of the Closing Date, and covering such
additional matters relating to such Designated Subsidiary or the transactions
contemplated hereby as the Required Banks may reasonably request.

                  (c)      Documents; Authorizations. The Agent shall have
received documents evidencing the authority for, consent to and validity of the
Election to Participate of such Designated Subsidiary and this Agreement,
including documents of the type listed in Sections 7.1(c), (d), (e), (f), (l)
and (n), and any other documents it may reasonably request, all in form and
substance satisfactory to the Agent and the Required Banks.

                  (d)      Pledge Agreement. The Agent shall have received
security agreements, pledge agreements, or other appropriate agreements, and
related financing statements, duly executed by the owner or owners of (except as
may otherwise be permitted by Sections 8.13 and 8.14) all of the issued and
outstanding capital stock or other equity interest of such Designated
Subsidiary, or amendments to existing agreements, together with:

                           (i)      certificates or other writings representing
         such shares or other equity interests;

                           (ii)     undated irrevocable stock transfer powers or
         other instruments of similar effect executed in blank with signatures
         guaranteed and authenticated as the Agent may specify; and

                           (iii)    evidence satisfactory to the Agent that all
         other actions necessary or, in the opinion of the Agent, desirable to
         grant, perfect, protect and realize upon the Acceptable Security
         Interests created by such security agreements, pledge agreements, or
         other appropriate agreements, have been taken.

                  (e)      Evidence of Appointment of Agent for Service.
Evidence satisfactory to the Agent that such Designated Subsidiary has
irrevocably appointed an agent for service of process in the City of New York in
connection with the Credit Documents and that such agent has accepted such
appointment.

                  (f)      Continuation of Representations and Warranties. The
representations and warranties contained in Article VI with respect to all
Obligors shall be true and correct with respect to such Designated Subsidiary on
and as of the effective date of such Election to Participate with the same
effect as if made on and as of such effective date.

                  (g)      Legal Structure of Designated Subsidiary. The Agent
shall be satisfied with the legal, capital and ownership structure of such
Designated Subsidiary.

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Upon the satisfaction of the foregoing conditions precedent, such Designated
Subsidiary shall become an Obligor (and both a Borrower and a Guarantor) for all
purposes of this Agreement and the other Credit Documents.

         7.4      Confirmation of Conditions Precedent and Availability. Each
request for a Borrowing or for the issuance of a Letter of Credit shall
constitute a representation and warranty by each Borrower as of the date of each
such Borrowing or issuance that (a) all conditions in Sections 7.1, 7.2 and 7.3
and all requirements set forth in Sections 8.13 and 8.14 have been satisfied,
(b) the Obligors represent at least 90% of the consolidated assets, net worth
and Adjusted EBITDA of the Company and its consolidated Subsidiaries as of such
date, and (c) after giving effect to the requested Borrowing or Letter of
Credit, the Borrowing Base Exposure (calculated to include the requested
Borrowing or Letter of Credit) will not exceed the Net Borrowing Base.

                                  ARTICLE VIII
                              AFFIRMATIVE COVENANTS

         The Obligors jointly and severally covenant to and agree with the Agent
and each Bank that until the termination of this Agreement in accordance with
Section 13.18 (unless and only to the extent that the Banks required by Section
13.1 shall waive compliance in writing):

         8.1      Financial Statements. The Company shall deliver to the Agent
in form and detail satisfactory to the Agent, with copies for each Bank in form
and substance satisfactory to them (and the Agent shall, as promptly as
practicable, forward such copies to the Banks):

                  (a)      as soon as available, but not later than 90 days
after the end of each fiscal year of the Company, a copy of the audited
consolidated balance sheet of the Company and its Subsidiaries as at the end of
such year and the related consolidated statements of income, stockholders'
equity and cash flows for such fiscal year, setting forth in each case in
comparative form the figures for the previous year, accompanied by the opinion
of KPMG Peat Marwick or another nationally recognized independent public
accounting firm which report shall state that, in the opinion of such firm, such
consolidated financial statements present fairly, in all material respects, the
financial position of WGI and its Subsidiaries as of the date of such
consolidated financial statements and the results of their operations and their
cash flows for the periods indicated in conformity with GAAP;

                  (b)      as soon as available, but in any event not later than
90 days after the end of each fiscal year of the Company, the unaudited
consolidating balance sheet of the Company showing (i) the Company, (ii) WUSA
consolidated, and (iii) WII consolidated, each as at the end of such fiscal year
and the related consolidating statement of income and stockholders' equity
(excluding cash flows) for such fiscal year, all in reasonable detail and
certified by an appropriate Responsible Officer of the Company as having been
prepared in connection with the financial statements referred to in paragraph
(a) of this Section 8.1;

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                  (c)      as soon as available, but in any event not later than
60 days after the end of each of the first three quarters of each fiscal year, a
copy of the unaudited consolidated balance sheet of the Company and its
Subsidiaries as of the end of such quarter and the related consolidated
statements of income, stockholders' equity and cash flows for the period
commencing on the first day of the fiscal quarter and ending on the last day of
such quarter, all in reasonable detail and certified by an appropriate
Responsible Officer as fairly presenting, in accordance with GAAP, except
without GAAP footnotes and subject to year-end adjustments, the financial
position and the results of operations of the Company and its consolidated
Subsidiaries;

                  (d)      promptly upon any request therefor by the Agent, but
not sooner than 60 days after the end of each of the first three quarters of
each fiscal year or 90 days after the fourth quarter of any fiscal year, the
unaudited consolidating balance sheet of the Company described in Section 8.1(b)
and the related consolidating statements of income and stockholders' equity
(excluding cash flows) for the preceding quarter, all certified by an
appropriate Responsible Officer of the Company as having been prepared in
connection with the financial statements referred to in paragraph (c) of this
Section 8.1; and

                  (e)      as soon as possible after the end of each calendar
month, but in any event not later than (i) 45 days after the end of each
calendar month except for the months of January, March, June, September, and
December, (ii) 60 days after the end of each January, March, June, and
September, and (iii) 90 days after the end of each December, financial
statements similar to those referred to in paragraphs (c) and (d) of this
Section 8.1 for such month, in addition to the requirements set forth in such
paragraphs, which financial statements shall set forth the financial information
required by paragraph (c) or (d), as applicable, for such month and include
current EBITDA calculations of WGI and consolidated income statements and
balance sheets for such month of each of (i) WGI and (ii) WUSA.

         8.2      Certificates; Other Information. The Company shall furnish to
the Agent with sufficient copies for each Bank (and the Agent shall, as promptly
as practicable, forward such copies to the Banks):

                  (a)      concurrently with each delivery of financial
statements referred to in Section 8.1(a), (i) a certificate of the independent
certified public accountants reporting on such financial statements stating that
in making the examination necessary therefor no knowledge was obtained of any
Default or Event of Default, except as specified in such certificate, and (ii) a
certificate of a Responsible Officer (A) stating that, to the best of such
officer's knowledge, each Obligor during such period has observed or performed
all of its covenants and other agreements, and satisfied every condition,
contained in this Agreement and the other Credit Documents to be observed,
performed or satisfied by it, and that such Responsible Officer has obtained no
knowledge of any Default or Event of Default except as specified in such
certificate, (B) showing the amounts subject to limitation by Sections 9.1(j),
9.3(b), 9.3(c), 9.3(e), 9.3(g) and 9.4(c) which are outstanding on such date,
(C) showing in detail the calculations supporting such statement in respect of
Sections 9.11, 9.12, and 9.13, and (D) a description of all off-

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<PAGE>

balance sheet Contingent Obligations or Indebtedness of the Company or any of
its Subsidiaries;

                  (b)      concurrently with each delivery of financial
statements referred to in Section 8.1(c), a certificate of a Responsible Officer
(i) stating that, to the best of such officer's knowledge, each Obligor during
such period has observed or performed all of its covenants and other agreements,
and satisfied every condition, contained in this Agreement and the other Credit
Documents to be observed, performed or satisfied by it, and that such
Responsible Officer has obtained no knowledge of any Default or Event of Default
except as specified in such certificate, (ii) showing in detail the calculations
supporting such statement in respect of Sections 9.11, 9.12 and 9.13, and (iii)
a description of all off-balance sheet Contingent Obligations or Indebtedness of
the Company or any of its Subsidiaries;

                  (c)      promptly after the same are sent, copies of all
financial statements and reports which the Company sends to its stockholders,
and promptly after the same are filed, copies of all financial statements,
registration statements, proxy statements, and regular, periodical or special
reports which the Company may make to, or file with, the Securities and Exchange
Commission or any successor or analogous Governmental Authority;

                  (d)      promptly after any request therefor by the Agent,
copies of any contract between any Obligor and any third party that the Agent
may reasonably request;

                  (e)      promptly, such additional financial and other
information as the Agent at the request of any Bank may from time to time
reasonably request, including without limitation future projections concerning
the consolidated business of the Company;

                  (f)      concurrently with each delivery of financial
statements referred to in Sections 8.1(a) and (c), a project status report and
contract status report including information and detail reasonably satisfactory
to the Agent; and

                  (g)      at any time upon request by the Agent, reports as to
the location of property that is Collateral, including information as to owner,
net book value and location, certified by an appropriate Responsible Officer of
the Company.

         8.3      Preservation of Existence. Each Obligor shall, and shall cause
each of its Subsidiaries to:

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

                  (b)      preserve and maintain in full force and effect all
rights, privileges, qualifications, permits, licenses and franchises necessary
or desirable in the normal conduct of its business except in connection with
transactions permitted by Section 8.2; and

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<PAGE>

                  (c)      use its reasonable efforts, in the ordinary course
and consistent with past practice, to preserve its business organization and
preserve the goodwill and business with the customers, suppliers and others
having business relations with it;

provided that this Section 8.3 shall not prohibit any Obligor from dissolving or
liquidating any Subsidiary that is not an Obligor or an Obligated Subsidiary.

         8.4      Maintenance of Property. The Company shall maintain and
preserve and shall cause each of its Subsidiaries to maintain and preserve all
its property which is used or useful in its business in good working order and
condition, consistent with prior practice, ordinary wear and tear typical in the
industry excepted, and make all necessary repairs thereto and renewals and
replacements thereof, except where the failure to do so could not reasonably be
expected to have a Material Adverse Effect, or as permitted by Section 9.2.

         8.5      Insurance. In addition to the insurance requirements set forth
in the Security Documents, the Company shall maintain, and shall cause each of
its Subsidiaries to maintain, with financially sound and reputable insurers,
insurance with respect to its properties and business against loss or damage of
the kinds customarily insured against by Persons engaged in the same or similar
business, of such types and in such amounts as are customarily carried under
similar circumstances by such other Persons, including workers' compensation
insurance, public liability and property and casualty insurance, flood, and
political risk insurance, and shall maintain political risk insurance coverage
as currently maintained by the Company or any Subsidiary of the Company. Without
limiting the generality of the foregoing, the Company shall maintain and cause
each of its Subsidiaries to maintain political risk insurance on all Plant,
Property, Equipment and Spare Parts located in any PRI Location in an amount
equal to not less than 80% of the net book value thereof. The Agent shall be
named as loss payee on all casualty insurance, marine insurance, and political
risk insurance maintained by the Company and its Subsidiaries on assets included
in the determination of the Net Borrowing Base. In addition, the Agent for the
benefit of the Banks shall be named as additional insured on all general
liability insurance maintained by the Company on behalf of itself and its
Subsidiaries that are Obligors for insured liabilities in respect of bodily
injury and property damage arising out of its or their operations. The Company
shall provide the Agent on request a certificate of the Company's insurance
broker(s) stating that no such insurance shall be cancelled without 30 days'
prior notice to the Agent. Upon request of the Agent, the Company shall furnish
the Agent, with copies for each Bank, at reasonable intervals (but not more than
once per calendar year) a certificate of a Responsible Officer of the Company
(and, if requested by the Agent, any one or more insurance brokers of the
Company) setting forth the nature and extent of all insurance maintained by the
Company and its Subsidiaries in accordance with this Section 8.5 or any Security
Document (and which, in the case of a certificate of a broker, were placed
through such broker). The Company shall, and shall cause its Subsidiaries to,
pursue all rights and remedies under such insurance, if required by the Agent.

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<PAGE>

         8.6      Payment of Obligations. The Company shall, and shall cause
each of its Subsidiaries to, pay and discharge as the same shall become due and
payable all their respective obligations and liabilities, including:

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

                  (b)      all lawful claims which, if unpaid, might by law
become a Lien upon its property, except such as may be contested in good faith
by appropriate proceedings and with respect to which adequate reserves in
accordance with GAAP are being maintained.

         8.7      Compliance with Laws. The Company shall comply with, and shall
cause each of its Subsidiaries to comply with, in all material respects, all
Legal Requirements of any Governmental Authority having jurisdiction over it or
its business, except such as may be contested in good faith or as to which a
bona fide dispute may exist.

         8.8      Inspection of Property and Books and Records. The Company
shall maintain, and shall cause each of its Subsidiaries to maintain, proper
books of record and account, in which entries in conformity with the generally
accepted principles of accounting applicable to the Company or such Subsidiary
consistently applied shall be made of all financial transactions and matters
involving the assets and business of the Company and such Subsidiaries. The
Company will permit, and will cause each of its Subsidiaries to permit,
representatives of the Agent or any Bank to visit and inspect any of their
respective facilities or properties which any of them may own, lease, manage or
control, to examine their respective corporate, financial and operating records
and make copies thereof or abstracts therefrom, and to discuss their respective
affairs, finances and accounts with their respective directors, officers,
employees and independent public accountants, all at the reasonable expense of
the Company and at such reasonable times during normal business hours and as
often as may be reasonably desired, upon reasonable advance notice to the
Company; provided, however, after the occurrence and during the continuation of
an Event of Default, the Agent or any Bank may visit and inspect at the expense
of the Company such properties at any time during business hours and without
advance notice.

         8.9      Environmental Laws.

                  (a)      The Company shall, and shall cause each of its
Subsidiaries to, conduct its operations and keep and maintain its property and
facilities which it may own, lease, manage or control in compliance in all
material respects with all Environmental Laws.

                  (b)      The Company shall conduct, and cause to be conducted,
the ongoing operations of the Company and its Subsidiaries in a manner that will
not give rise to the imposition of liability, or require expenditures out of the
ordinary course of

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<PAGE>

business, under or in connection with any Environmental Law, except for any
liabilities or expenditures which, in the aggregate, could not reasonably be
expected to have a Material Adverse Effect.

                  (c)      Upon written request of the Agent or any Bank, the
Company shall submit and cause each of its Subsidiaries to submit, to the Agent
and such Bank, at the Company's sole cost and expense at reasonable intervals, a
report providing an update of the status of any environmental, health or safety
compliance, hazard or liability issue identified in any notice or report
required pursuant to Section 8.10(d) and any other environmental, health or
safety compliance obligation, remedial obligation or liability, that could,
individually or in the aggregate, reasonably be expected to result in
liabilities in the aggregate in excess of Three Million Dollars ($3,000,000).

         8.10     Notices. The Company shall promptly give notice to the Agent
and each Bank:

                  (a)      of the occurrence of any Default or Event of Default
accompanied by a certificate specifying the nature of such Default or Event of
Default, the period of existence thereof and the action that the Company or any
Subsidiary of the Company has taken or proposes to take with respect thereto;

                  (b)      of any (i) breach or non-performance of, or any
default under any Contractual Obligation of the Company or any of its
Subsidiaries which could result in a Material Adverse Effect; or (ii) material
dispute, litigation, investigation, proceeding or suspension which may exist at
any time between the Company or any of its Subsidiaries and any Governmental
Authority;

                  (c)      of the commencement of, or any material development
in, any litigation or proceeding affecting the Company or any of its
Subsidiaries (i) in which the amount of damages claimed is Three Million Dollars
($3,000,000) (or its equivalent in another currency or currencies) or more; (ii)
in which injunctive or similar relief is sought and which, if adversely
determined, could reasonably be expected to have a Material Adverse Effect;
(iii) in which the relief sought is an injunction or other stay of the
performance of this Agreement or any other Credit Document or the operations of
the Company or any of its Subsidiaries; or (iv) which otherwise could reasonably
be expected to have a Material Adverse Effect;

                  (d)      upon, but in no event later than 10 days after,
becoming aware of (i) any enforcement, cleanup, removal or other governmental or
regulatory actions instituted, commenced by or threatened against the Company or
any of its Subsidiaries or with respect to any of the properties or facilities
which they may own, lease, manage or control pursuant to any applicable
Environmental Laws which could reasonably be expected to have a Material Adverse
Effect, (ii) any other Environmental Claim which could reasonably be expected to
have a Material Adverse Effect, and (iii) any environmental or similar condition
on any real property adjoining or in the vicinity of the property or facilities
which any of the Company or its Subsidiaries may own, lease, operate or control
that could reasonably be expected to cause such property or facility or

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any part thereof to be subject to any restrictions on the ownership, occupancy,
transferability or use of such property or facility under any Environmental Laws
which could be reasonably be expected to have a Material Adverse Effect;

                  (e)      promptly after reporting the same to the Securities
and Exchange Commission or other similar Governmental Authority, any other
litigation or proceeding affecting the Company or any of its Subsidiaries which
the Company would be required to report to the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended, or such
other similar Governmental Authority;

                  (f)      within 10 days after the occurrence of any ERISA
Event affecting the Company or any member of its Controlled Group, notice
thereof, together with (i) a certificate of the Company setting forth the
details of such ERISA Event and the action which the Company or such member
proposes to take with respect thereto; or (ii) any notice delivered by the PBGC
to the Company or any member of its Controlled Group with respect to such ERISA
Event;

                  (g)      promptly following receipt by the Company of any
notice of default from any holder of Subordinated Debt, a copy of such notice;

                  (h)      promptly upon becoming aware of any Material Adverse
Effect, notice thereof;

                  (i)      promptly upon becoming aware of any Change of
Control, notice thereof, together with a statement of the details;

                  (j)      promptly following any change in the accounting
policies of the Company or any of its Subsidiaries not required by GAAP, notice
thereof and a reasonably detailed description of such change and the reasons
therefor;

                  (k)      promptly upon becoming aware thereof, notice 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
Company or any of its Subsidiaries which could reasonably be expected to have a
Material Adverse Effect; and

                  (l)      prior to 30 days before any change in name,
jurisdiction of incorporation or organization, or location of the chief
executive office or principal place of business of any Obligor, any Designated
Subsidiary or any Subsidiary of the Company executing a Credit Document, notice
of the new name, jurisdiction or location, as the case may be.

Each notice pursuant to this Section 8.10 shall be accompanied by a statement by
a Responsible Officer of the Company setting forth details of the occurrence
referred to therein and stating what action the Company or its Subsidiary
proposes to take with respect thereto.

         8.11     Use of Proceeds. The Obligors will use the proceeds of the
Loans for working capital and other general corporate purposes, including to
support financial and

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performance obligations of the Borrowers or their Subsidiaries incurred in the
ordinary course of business, restricted payments permitted under Section 9.10
and, subject to the other provisions of this Agreement, for any action permitted
by Section 9.3.

         8.12     Further Assurances.

                  (a)      The Company shall ensure that all written
information, exhibits and reports furnished to the Banks do not and will not
contain any untrue statement of a material fact and do not and will not omit to
state any material fact or any fact necessary to make the statements contained
therein not misleading in light of the circumstances in which made, and will
promptly disclose to the Banks and correct any defect or error that may be
discovered therein or in any Credit Document or in the execution, acknowledgment
or recordation thereof.

                  (b)      Promptly upon request by the Agent or the Required
Banks, the Company shall, and shall cause its Subsidiaries to, execute,
acknowledge, deliver, record, re-record, file, re-file, register and
re-register, any and all such further acts, deeds, conveyances, security
agreements, mortgages, assignments, estoppel certificates, financing statements
and continuations thereof, termination statements, notices of assignment,
transfers, certificates, consents, confirmations, legal opinions, assurances and
other writings and instruments as the Agent or any Bank (through the Agent) may
reasonably require from time to time in order (i) to carry out more effectively
the purposes of this Agreement or any other Credit Document, (ii) to subject to
the Liens created by any of the Security Documents any of the properties, rights
or interests covered by any of the Security Documents, (iii) to perfect and
maintain the validity, effectiveness and priority of any of the Security
Documents and the Liens intended to be created thereby, (iv) to better assure,
convey, grant, assign, transfer, preserve, protect and confirm to the Agent and
the Banks the rights granted or now or hereafter intended to be granted to the
Agent and the Banks under any Credit Document or under any other instrument
executed in connection therewith, or (v) to enable the Agent to exercise and
enforce its rights under any Security Document with respect to such Liens
(including seeking all applicable regulatory authorizations to facilitate any
foreclosure on assets constituting Collateral).

         8.13     Certain Obligations Respecting Certain New Subsidiaries. The
Company will, and will cause each of its Subsidiaries to, take such action from
time to time as shall be necessary to ensure that the Company or one of its
Subsidiaries which has executed and delivered to the Agent an appropriate Credit
Document pursuant to Section 8.14 at all times retains the right to vote all of
the issued and outstanding shares of each class of stock of or other equity
interest owned by the Company or any of its Subsidiaries in each New Material
Subsidiary. Without limiting the generality of the foregoing, neither the
Company nor any Subsidiary of the Company shall sell, transfer or otherwise
dispose of any shares of stock or other equity interest in or any right to vote
any shares of stock or other equity interest in any New Material Subsidiary
owned by it, nor permit any New Material Subsidiary to issue any shares of stock
of any class whatsoever or other equity interest to any Person which would
reduce the percentage of equity of such New Material Subsidiary owned by the
Company or any of its Subsidiaries. In the event that any such

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additional shares of stock or other equity interest shall be issued by any New
Material Subsidiary to the Company or any Subsidiary of the Company, the Company
shall forthwith deliver or cause to be delivered to the Agent pursuant to a
pledge agreement (or other Credit Document of similar effect) all certificates
and other writings evidencing such shares of stock or other equity interest,
accompanied by undated stock powers (or other instruments of similar effect)
executed in blank, and shall take or cause to be taken all such other action as
the Agent shall request to create, perfect, protect and realize upon the
security interest created therein pursuant to the pledge agreement (or other
Credit Document of similar effect).

         8.14     New Material Subsidiaries. Within 30 days after the creation,
formation or acquisition by the Company or any of its Subsidiaries of any
interest in any New Material Subsidiary, the Company shall:

                  (a)      execute and deliver, and cause each of the Company's
Subsidiaries owning any of the outstanding capital stock or other equity
interest of such New Material Subsidiary to execute and deliver, to the Agent on
behalf of the Banks an agreement, substantially similar to the Pledge
Agreements, with such changes as shall be necessary in the circumstances,
pursuant to which all of the outstanding capital stock or other equity interest
of such New Material Subsidiary owned by the Company and its Subsidiaries shall
be irrevocably pledged to the Agent on behalf of the Banks, together with
certificates or other writings representing all shares of such stock or other
equity interest and for each such certificate an undated irrevocable stock power
or other similar instrument executed in blank with signatures guaranteed and
authenticated as the Agent may specify;

                  (b)      cause such New Material Subsidiary to execute and
deliver to the Agent on behalf of the Banks an Election to Participate and a
Note payable to the order of each Bank that has requested Notes pursuant to
Section 2.2(b), all of which shall be irrevocable;

                  (c)      deliver or cause to be delivered to the Agent on
behalf of the Banks all agreements, documents, instruments and other writings
described in Sections 7.3(b), (c) and (f) with respect to such New Material
Subsidiary; and

                  (d)      deliver or cause to be delivered to the Agent on
behalf of the Banks all such information regarding the condition (financial or
otherwise), business and operations of such New Material Subsidiary as the Agent
or any Bank through the Agent may reasonably request.

Upon completion of the foregoing requirements, each such New Material Subsidiary
shall be an Obligor (and both Borrower and a Guarantor in accordance with
Article XI) for all purposes of this Agreement and the other Credit Documents.

         8.15     Change of Offices. If any Obligor or Obligated Subsidiary
intends to change the location of its sole principal place of business or chief
executive office, it shall give the Agent written notice of its new address no
later than one week before such event

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and shall furnish, if the Agent so requests following its receipt of such
notice, an executed financing statement or other appropriate notice to be
publicly filed in the jurisdiction in which such new place of business or chief
executive office is located.

         8.16     Obligors. The Company shall ensure that at all times the
Persons included as "Obligors" under this Agreement represent at least 90% of
the consolidated assets, net worth and Adjusted EBITDA of the Company and its
consolidated subsidiaries.

         8.17     Performance of Contracts. Each Obligor shall (a) perform and
observe, and shall cause each of its Subsidiaries to perform an observe, all the
terms and provisions to be performed or observed by it under each contract to
which it is party, (b) maintain each such contract in full force and effect
(except for termination of such a contract resulting from exercise of remedies
against a defaulting counterparty), and (c) enforce each such contract in
accordance with its terms, in each case above to the extent that the failure to
do any of the foregoing, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect.

                                   ARTICLE IX
                               NEGATIVE COVENANTS

         The Obligors jointly and severally covenant to and agree with the Banks
and the Agent that until the termination of this Agreement in accordance with
Section 13.18 (unless and only to the extent that the Banks required by Section
13.1 shall waive compliance in writing):

         9.1      Limitation on Liens. No Obligor shall, or shall permit any of
its Subsidiaries to, directly or indirectly, make, create, incur, assume or
suffer to exist any Lien upon or with respect to any part of its property or
assets, including real estate, whether now owned or hereafter acquired, or offer
or agree to do so, other than the following ("Permitted Liens"):

                  (a)      any Lien created under any Credit Document;

                  (b)      any Lien (other than Liens on the Collateral)
existing on the property of the Company or its Subsidiaries on the Closing Date
and specifically set forth in Schedule 9.1 securing Indebtedness outstanding on
such date;

                  (c)      Liens for taxes, fees, assessments or other
governmental charges which are not delinquent or which remain payable without
penalty, or to the extent that non-payment thereof is permitted by Section 8.6,
provided that no Notice of Lien has been filed or recorded;

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

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                  (e)      Liens (other than any Lien imposed by ERISA) on the
property of the Company or any of its Subsidiaries incurred, or pledges or
deposits required, in connection with worker's compensation, unemployment
insurance and other social security legislation;

                  (f)      Liens on the property of the Company or any of its
Subsidiaries securing (i) the performance of bids, trade contracts (other than
for borrowed money), leases or statutory obligations, (ii) obligations on surety
and appeal bonds, and (iii) other obligations of a like nature incurred in the
ordinary course of business, provided that all such Liens in the aggregate have
no reasonable likelihood of causing a Material Adverse Effect;

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

                  (h)      Purchase money Liens or purchase money security
interests on any property acquired or held by the Company or its Subsidiaries in
the ordinary course of business, other than the Collateral, securing
Indebtedness permitted pursuant to Section 9.4(f) which was incurred or assumed
for the purpose of financing all or any part of the cost of acquiring such
property, provided that any such Lien attaches to such property concurrently
with or within 30 days after the acquisition thereof;

                  (i)      Liens on any property (other than the Collateral)
securing Indebtedness permitted pursuant to Section 9.4(h) or Section 9.9(c);
and

                  (j)      Liens on any property (other than the Collateral) to
secure permitted Capital Lease Obligations (but not to secure any corporate
guarantee related thereto) provided that the property subject to such Liens is
the property subject to the leasing arrangements related to such Capital Lease
Obligations.

         9.2      Mergers and Consolidations; Dispositions of Assets. No Obligor
shall, or shall permit any of its Subsidiaries to, in any one transaction or
series of transactions, directly or indirectly:

                  (a)      Sale of Less than Substantially All Assets. Sell,
exchange, transfer or otherwise dispose of part, but less than all or
substantially all, of its assets, unless such sale, exchange, transfer or other
disposition is for cash or for non-cash consideration acceptable to the Required
Banks and either:

                           (1)      such sale, exchange, transfer or other
                  disposition is made in the ordinary course of business of such
                  Obligor or Subsidiary; or

                           (2)      after giving effect to such sale, exchange,
                  transfer or other disposition, the aggregate net book value of
                  (i) all assets of the Company and its Subsidiaries sold,
                  exchanged, transferred or otherwise disposed of

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                  (excluding assets sold, exchanged, transferred or otherwise
                  disposed of in the ordinary course of business pursuant to
                  Section 9.2(a)(1)) since the Closing Date and (ii) the assets
                  of all Subsidiaries of the Company, the stock of which has
                  been sold or otherwise disposed of pursuant to Section
                  9.2(b)(2) since the Closing Date, shall not exceed 10% of the
                  consolidated total assets of the Company and its Subsidiaries
                  as of the end of the most recent fiscal quarter then ended.

                  (b)      Sale of Stock or Indebtedness of Subsidiaries. Sell,
assign, pledge, transfer or otherwise dispose of, or part with control of, any
shares of stock of or equity in, or any Indebtedness or obligations of any
character of, any Subsidiary of the Company, except (1) to a Permanent Borrower
or to a wholly-owned Subsidiary of a Permanent Borrower and (2) that all shares
of stock of any Subsidiary of the Company at the time owned by the Company and
its Subsidiaries may be sold as an entirety for a consideration which represents
the fair market value (determined by the Company in good faith) at the time of
sale of the shares of stock so sold; provided, that, for purposes of this
exception (2), the net book value of the assets of such Subsidiary together with
(x) the net book value of the assets of all other Subsidiaries of the Company
the stock of which was sold since the Closing Date and (y) the net book value of
the assets of the Company and all Subsidiaries of the Company sold, exchanged,
transferred or otherwise disposed of pursuant to Section 9.2(a)(2) since the
Closing Date does not represent more than 10% of the consolidated total assets
of the Company and its Subsidiaries as of the end of the most recent fiscal
quarter then ended; provided further that, at the time of such sale, assignment,
pledge, transfer or other disposition such Subsidiary shall not own, directly or
indirectly, any shares of stock of the Company or any other Subsidiary of the
Company unless all of the shares of stock of such other Subsidiary of the
Company owned, directly or indirectly, by the Company and its Subsidiaries are
simultaneously being sold as permitted by the exception described in this
Section 9.2(b).

                  (c)      Merger and Sale of All or Substantially All Assets.
Convey, exchange, transfer or otherwise dispose of all or a substantial part of
its assets (i.e., assets which could not otherwise be disposed of pursuant to
Section 9.2(a)(2)) to any Person, or merge or consolidate with or into any other
Person, or liquidate or dissolve, except that

                           (1)      any wholly-owned Subsidiary of the Company
                  may merge with the Company (provided, that the Company shall
                  be the continuing or surviving corporation) or with any one or
                  more other wholly-owned Subsidiaries of the Company;

                           (2)      any Subsidiary of the Company may sell,
                  exchange, transfer or otherwise dispose of any of its assets
                  to the Company or to a wholly-owned Subsidiary of the Company;

                           (3)      any Subsidiary of the Company may sell,
                  exchange, transfer or otherwise dispose of all or
                  substantially all of its assets subject to the conditions and
                  provisions specified in Sections 9.2(a)(2);

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                           (4)      any Subsidiary of the Company may merge into
                  or consolidate with any Person which does not thereupon become
                  a Subsidiary of the Company, subject to the conditions and
                  provisions specified in Section 9.2(b) with respect to a sale
                  or other disposition of the stock of such Subsidiary;

                           (5)      any Subsidiary of the Company may permit any
                  Person to be merged into such Subsidiary or may consolidate
                  with or merge into a Person which thereupon becomes a
                  Subsidiary of the Company; provided that immediately after any
                  such merger or consolidation, no Default shall have occurred
                  and be continuing and the Company shall be in compliance with
                  Section 8.15;

                           (6)      the Company may permit any Person to be
                  merged into the Company (such that the Company shall be the
                  continuing or surviving corporation); and

                           (7)      the Company may permit any corporation to
                  consolidate with the Company;

provided that for purposes of Sections 9.2(c)(6) and (7) immediately after such
merger or consolidation, and after giving effect thereto, (x) such successor
Person could incur at least $1.00 of additional Indebtedness without violation
of Section 9.15, and (y) no Default shall have occurred and be continuing. As
soon as practicable, and in any event at least 30 days prior to the proposed
consummation date of any merger or consolidation, the Company shall give written
notice thereof to the Agent describing in reasonable detail the proposed
transaction, the date on which it is proposed to be consummated and the
identity, jurisdiction of organization, and geographic composition of assets of
the proposed successor corporation. The Agent shall provide to each Bank a copy
of such notice.

                  (d)      Issuance of Stock by Subsidiaries. Permit any of its
Subsidiaries to, either directly or indirectly, by the issuance of rights or
options for, or securities convertible into, such shares, or otherwise, issue,
sell or otherwise dispose of any shares of any authorized but unissued or
treasury class of the stock of any Subsidiary of the Company (other than
directors' qualifying shares) except to a Permanent Borrower or a wholly-owned
Subsidiary of a Permanent Borrower.

                  (e)      Sale and Leaseback. Enter into any sale and leaseback
transaction unless:

                           (i)      the net sales proceeds received by the
         Company or its Subsidiary in respect of the assets sold pursuant to
         such sale and leaseback transaction are greater than or equal to the
         fair market value of the assets sold and such proceeds are concurrently
         applied to (A) the purchase, acquisition, development or construction
         of assets having a value at least equal to such net proceeds, and to be
         used in the Company's or such Subsidiary's business;

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<PAGE>

         provided that no Liens shall at any time exist on such assets which
         secure any Indebtedness except as permitted by Section 9.1; or (B) the
         prepayment in accordance with this Agreement of any aggregate principal
         amount of all the Obligations plus accrued interest thereon and all
         other amounts due in connection with such prepayment in accordance with
         this Agreement in an amount at least equal to the amount of such net
         proceeds; or

                           (ii)     the sale and leaseback transaction involves
         the sale of assets by a Permanent Borrower to another Permanent
         Borrower or to a wholly-owned Subsidiary of a Permanent Borrower or by
         a Subsidiary of a Permanent Borrower to a Permanent Borrower or to
         another wholly-owned Subsidiary of a Permanent Borrower; provided that
         if any Obligor is the seller under any such sale and leaseback
         transaction, its lease obligations thereunder shall be subordinated to
         the Obligations upon terms satisfactory to the Agent and the Required
         Banks.

                  (f)      Partnerships and Joint Ventures. Enter into any joint
venture or partnership with any Person, except

                           (i)      the Company or any of its Subsidiaries may
         enter into Project Related Partnerships and/or Joint Ventures; and

                           (ii)     the Company or any of its Subsidiaries may
         enter into partnerships and joint ventures other than Project Related
         Partnerships and/or Joint Ventures, but only to the extent permitted
         under Section 9.3.

         9.3      Acquisitions and Investments. No Obligor shall, or shall
permit any of its Subsidiaries to, directly or indirectly, purchase or acquire,
or make any commitment to purchase or acquire, any capital stock of, equity
interest in, or a substantial portion of the assets of another Person, or make
any advance, loan, extension of credit or capital contribution to, or any other
investment in, any Person, including any Affiliate of the Company, except:

                  (a)      investments in Cash Equivalents;

                  (b)      advances to employees for business-related purposes
in an aggregate amount not greater than $1,000,000;

                  (c)      (i) loans to employees for the purpose of purchasing
stock pursuant to employee stock ownership plans; provided that the aggregate
amount of loans pursuant to this clause (i) shall not exceed $3,500,000; or (ii)
loans to non-employee directors to the extent that such loans are for the sole
purpose of immediately purchasing from the Company capital stock of the Company;
provided that with respect to this clause (ii), (A) the loans are evidenced by a
promissory note of such director with a maturity date not more than three years
after issuance, and (B) the aggregate amount of such loans shall not exceed
$1,500,000;

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                  (d)      investments in or loans to the Company or in or to
wholly-owned Subsidiaries of the Company, so long as the Company does not reduce
its ownership interest in such Subsidiary;

                  (e)      investments in or loans to the Company or in or to
Subsidiaries of the Company which are controlled by the Company but which are
neither wholly-owned Subsidiaries of the Company nor Project Related
Partnerships and/or Joint Ventures, in an aggregate amount for all such Persons
not to exceed $2,000,000;

                  (f)      investments and capital contributions in or loans to
Project Related Partnerships and/or Joint Ventures in the ordinary course of
business; and

                  (g)      acquisitions of and investments (other than Project
Related Partnerships and/or Joint Ventures), including pipeline project related
equity investments, for which a Subsidiary of the Company or a joint venture
involving a Subsidiary of the Company is a material contractor in businesses
primarily engaged in energy-related services or water-related services,
including the same or similar services historically provided by the Company and
its Subsidiaries prior to the date of this Agreement; provided that (i) at the
time of any such acquisition or investment and after giving effect pro forma
thereto, no Default or Event of Default shall exist; (ii) if any such
acquisition or investment involves the Company, the Company is the surviving
entity, (iii) if any such acquisition or investment involves any Obligor other
than the Company, such other Obligor is the surviving entity; (iv) if the
Company's stock is used as consideration for any such acquisition or investment,
such stock is not mandatorily redeemable by the holder thereof, is not subject
to any repurchase requirements by the Company, and does not have a scheduled
maturity date prior to the day that is 180 days after the Maturity Date; (v) no
such individual acquisition or investment shall involve cash consideration in
excess of $10,000,000; (vi) the maximum cash consideration for all such
acquisitions and investments for any 12 month period shall not exceed
$15,000,000; (vii) no such individual acquisition or investment shall involve
consideration of any kind in excess of $50,000,000; and (viii) the maximum
consideration for all such acquisitions and investments for any 12 month period
shall not exceed $75,000,000; and provided further that with respect to
investments made in connection with the Opal Transaction (as hereinafter
defined), only such investments in excess of $18,000,000 in the aggregate shall
be included in the calculations required pursuant to this Section 9.3(g). For
purposes of this provision, the "Opal Transaction" means the investment by the
Company, acting through its wholly-owned subsidiary Mt. West, in certain
personal property in connection with Mt. West's provision of engineering,
procurement, construction services for a new gas processing unit in Opal,
Wyoming.

         9.4      Limitation on Indebtedness. No Obligor shall, or shall permit
any of its Subsidiaries to, create, incur, assume, guarantee, suffer to exist,
or otherwise become or remain directly or indirectly liable with respect to, any
Indebtedness, except:

                  (a)      Indebtedness incurred pursuant to the Credit
Documents;

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                  (b)      Indebtedness existing on the Closing Date and
specifically set forth in Schedule 9.4;

                  (c)      Indebtedness not otherwise permitted under this
Section 9.4 which does not in the aggregate exceed twenty percent (20%) of
Consolidated Tangible Net Worth; provided that such Indebtedness is unsecured
except as permitted by Section 9.1(j);

                  (d)      Indebtedness permitted pursuant to Section 9.9;

                  (e)      (i) Hedging Obligations in favor of a Bank which are
secured by the Collateral pursuant to the Security Documents on a ratable basis
with the Banks, provided that the aggregate notional amount of such secured
Hedging Obligations does not exceed $2,000,000, and (ii) unsecured Hedging
Obligations;

                  (f)      Indebtedness incurred or assumed by the Company or
any of its Subsidiaries for the purpose of financing all or any part of the cost
of acquiring personal property in an aggregate amount not to exceed Ten Million
Dollars ($10,000,000), which Indebtedness may be secured by Liens subject to
Section 9.1(h);

                  (g)      Indebtedness consisting of obligations in connection
with loans and investments permitted by Section 9.3, provided, however, with
respect to any acquisition or investment permitted under Section 9.3(g), the
Indebtedness incurred to finance such acquisition or investment shall relate
only to the cash portion of the consideration paid for such acquisition or
investment; and

                  (h)      Indebtedness evidenced by the Convertible Notes.

         9.5      Transactions with Affiliates. No Obligor shall, or shall
permit any of its Subsidiaries to, enter into any transaction with any Affiliate
of such Obligor or of any such Subsidiary except as contemplated by the Credit
Documents or in the ordinary course of business and pursuant to the reasonable
requirements of the business of such Obligor or such Subsidiary and upon fair
and reasonable terms no less favorable to such Obligor or such Subsidiary than
would obtain in a comparable arm's-length transaction with a Person not an
Affiliate of such Obligor or such Subsidiary. For purposes of this Section 9.5
only, the term "Affiliate" shall not be deemed to include any other Obligor
hereunder.

         9.6      Contingent Obligations. No Obligor shall, or shall permit any
of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent
Obligations, except:

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

                  (b)      Contingent Obligations with respect to Indebtedness
permitted under Section 9.4;

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                  (c)      Contingent Obligations created by or arising in
connection with the Credit Documents;

                  (d)      Contingent Obligations of the Company and its
Subsidiaries existing as of the Closing Date and listed in Schedule 9.6;

                  (e)      Guarantees of, or surety bonds issued with respect
to, performance by the Company's wholly-owned Subsidiaries of contracts entered
into, or bids submitted, by or on behalf of such Subsidiaries in the normal
course of business;

                  (f)      Contingent Obligations among the Permanent Borrowers
and their wholly-owned Subsidiaries; and

                  (g)      joint venture obligations, to the extent and only to
the extent permitted under Section 9.2(f).

         9.7      Compliance with ERISA. No Obligor shall, or shall permit any
ERISA Affiliate to, directly or indirectly, (i) terminate any Plan subject to
Title IV of ERISA so as to result in any material (in the opinion of the
Required Banks and greater than Three Million Dollars ($3,000,000)) liability to
the Company or any ERISA Affiliate, (ii) permit to exist any ERISA Event or any
other event or condition which presents the risk of a material (in the opinion
of the Required Banks and greater than Three Million Dollars ($3,000,000))
liability of the Company or any ERISA Affiliate, (iii) make a complete or
partial withdrawal (within the meaning of ERISA Section 4201) from any
Multiemployer Plan so as to result in any material (in the opinion of the
Required Banks and greater than Three Million Dollars ($3,000,000)) liability of
the Company or any ERISA Affiliate, (iv) enter into any new Plan or modify any
existing Plan so as to increase the aggregate obligations of all Obligors under
all Plans by an amount which could reasonably be expected to result in any
material (in the opinion of the Required Banks and greater than Five Million
Dollars ($5,000,000)) liability of the Company or any ERISA Affiliate except in
the ordinary course of business consistent with past practice and except that
the Company may establish and maintain employee stock ownership plans and
Non-Qualified Pension Benefit Restoration Plans, or (v) permit the present value
of all nonforfeitable accrued benefits under each Plan (using the actuarial
assumptions utilized by the Company as provided by its independent actuaries
upon termination of a Plan) to materially (in the opinion of the Required Banks
and greater than Three Million Dollars ($3,000,000)) exceed the fair market
value of Plan assets allocable to such benefits, all determined as of the most
recent valuation date for each such Plan.

         9.8      Use of Proceeds. None of the proceeds of the Loans, and no
Letter of Credit, shall be used for any purpose other than the purposes set
forth in Section 8.11. No portion of the Loans and none of the Letters of Credit
will be used, directly or indirectly, (a) to purchase or carry any Margin Stock,
(b) to repay or otherwise refinance indebtedness of any Obligor or any
Designated Subsidiary incurred to purchase or carry any Margin Stock, or (c) to
extend credit for the purpose of purchasing or carrying any Margin Stock. No
portion of the Loans, and no Letter of Credit, will be used directly or

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indirectly for repurchases of stock or acquisitions or investments; provided,
however, that Loans may be used for repurchases of stock, acquisitions and
investments permitted under Sections 9.3(a), (b), (d), (e), (f) and (g) and
Section 9.10. Notwithstanding any contrary provision in this Agreement, none of
the proceeds of the Loans and no Letter of Credit shall be used for the purpose
of purchasing real estate assets in excess of $1,500,000 in any calendar year.

         9.9      Lease Obligations. No Obligor shall, or shall permit any of
its Subsidiaries to, create or suffer to exist any obligations for the payment
of rent for any property under lease or agreement to lease, except for

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

                  (b)      after the Closing Date, any leases entered into by
the Company or any of its Subsidiaries in the ordinary course of business in a
manner and to an extent consistent with past practice;

                  (c)      after the Closing Date, any lease entered into by the
Company or any of its Subsidiaries, provided that:

                           (i)      immediately prior to giving effect to such
         lease, the property or asset subject to such lease was sold by the
         Company or any such Subsidiary to the lessor under such lease at a
         price not less than its fair market value; and

                           (ii)     no Default or Event of Default would occur
         as a result of such sale and subsequent lease; and

                  (d)      after the Closing Date, operating leases other than
those permitted under clauses (a), (b) and (c) of this Section 9.9 entered into
by the Company or any of its Subsidiaries to finance the acquisition of
equipment; provided that the aggregate amount of all long term operating lease
payments per annum (excluding any month to month equipment rentals) of the
Company and its Subsidiaries shall not exceed at any one time twenty percent
(20%) of Consolidated Tangible Net Worth.

         9.10     Restricted Payments. The Company shall not declare, accrue or
make any dividend payment or other distribution of assets, properties, cash,
rights, obligations or securities on account of any shares of any class of its
capital stock or purchase, redeem or otherwise acquire for value (or permit any
of its Subsidiaries to do so) any shares of its capital stock or any warrants,
rights or options to acquire such shares, now or hereafter outstanding, except
as permitted under Section 9.3, and except that the Company may (a) declare and
make dividend payments or other distributions payable solely in its capital
stock (provided that such capital stock is not mandatorily redeemable by the
holder thereof, is not subject to any repurchase requirements by the Company and
does not have a scheduled maturity prior to the day that is 180 days after the
Maturity Date), (b) purchase, redeem or otherwise acquire shares of its capital
stock or warrants or options to acquire any such shares with the proceeds
received from the substantially concurrent

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issue of new shares of its capital stock (provided that such newly issued stock
is not mandatorily redeemable by the holder thereof, is not subject to any
repurchase requirements by the Company or does not have a scheduled maturity
prior to the day that is 180 days after the Maturity Date), (c) repurchase stock
beneficially owned by its employees (including Affiliates) in connection with
the Company's, WII's or WUSA's non-qualified stock ownership plans, and (d)
declare and make a distribution of preferred or common share purchase rights,
and redeem or exchange outstanding preferred or common share purchase rights
pursuant to that certain Rights Agreement dated as of April 1, 1999, between the
Company and ChaseMellon Shareholder Services, L.L.C., as amended, provided that
the consideration for any such redemption or exchange does not exceed in the
aggregate $150,000; provided that immediately after giving effect to such
proposed actions described in clauses (a) and (b), no Default or Event of
Default would exist.

         9.11     Financial Indebtedness.

                  (a)      The Company shall not permit the ratio of its
Financial Indebtedness to Total Capitalization at the end of any fiscal quarter
to exceed 0.35 to 1.00.

                  (b)      The Company shall not permit the ratio of its
Financial Indebtedness to Adjusted EBITDA at the end of each fiscal quarter,
calculated for the four quarter period then ended, to exceed (i) 4.00 to 1.00
for the fiscal quarter ending March 31, 2004, (ii) 3.50 to 1.00 for the fiscal
quarter ending June 30, 2004, and (iii) 2.00 to 1.00 for each quarter ending
thereafter.

                  (c)      The Company shall not permit the ratio of its Senior
Secured Financial Indebtedness to Adjusted EBITDA at the end of each fiscal
quarter, calculated for the four quarter period then ended, to exceed (i) 1.50
to 1.00 for the fiscal quarter ending March 31, 2004, (ii) 1.5 to 1.0 for the
fiscal quarter ending June 30, 2004, and (iii) 1.00 to 1.00 for each quarter
ending thereafter.

         9.12     Consolidated Tangible Net Worth. The Company shall not permit
its Consolidated Tangible Net Worth as at the end of any fiscal quarter after
the Closing Date to be less than the sum of (a) $180.0 million plus (b) 75% of
the Company's cumulative net income for each fiscal quarter (without deduction
for loss) beginning with the fiscal quarter ended March 31, 2004, plus (c) 100%
of the Net Cash Proceeds received by the Company with respect to any Equity
Issuance after the Closing Date, plus (d) the net amount of capital deemed to
have been contributed to the Company as a result of the conversion of the
Convertible Notes to common stock of the Company.

         9.13     Fixed Charge Coverage Ratio. The Company shall not permit its
Fixed Charge Coverage Ratio, calculated at the end of each fiscal quarter on and
after September 30, 2004 for the four fiscal quarter period then ended, to be
less than (a) 2.5 to 1.0 for the fiscal quarter ending September 30, 2004 and
(b) 3.0 to 1.0 for any fiscal quarter ending thereafter.

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         9.14     Change in Business. Except as permitted by Section 9.3, the
Company shall not, and shall not permit any of its Subsidiaries to, engage in
any material line of business substantially different from (a) those lines of
business historically carried on by them prior to the date of this Agreement, or
(b) energy-related services or water-related services.

         9.15     Change in Structure. Except as permitted under Section 9.3,
the Company shall not, and shall not permit any of the Obligors to, make any
changes in their capital structure (including in the terms of their outstanding
stock) or amend their certificates of incorporation, bylaws or other similar
instrument or agreement in a manner which could reasonably be expected to have a
Material Adverse Effect.

         9.16     Accounting Changes. The Company shall not, and shall not
permit any of its Subsidiaries to, make any significant change in accounting
policies, except as required or permitted by GAAP, or change the fiscal year of
the Company or any of its Subsidiaries.

         9.17     Other Contracts. The Company shall not, and shall not permit
any of its Subsidiaries to, enter into any employment contract or other
arrangement the terms of which, including salaries, benefits and other
compensation, are not normal and customary in the industries in which the
Company or such Subsidiary operates.

         9.18     Covenants in Other Agreements. The Company shall not, and
shall not permit any of its Subsidiaries to, become a party to or agree that it
or any of its property is bound by any indenture, mortgage, deed of trust or any
other agreement or instrument directly or indirectly:

                  (a)      restricting any loans, advances or any other
investments to or in the Company by any of its Subsidiaries;

                  (b)      restricting the ability of any Subsidiary of the
Company to make tax payments or management fee payments to the Company;

                  (c)      restricting the capitalization structure of any
Subsidiary of the Company;

                  (d)      restricting the ability or capacity of any Subsidiary
of the Company to make dividend payments or distributions to the Company; or

                  (e)      restricting the ability or capacity of the Company or
any of its Subsidiaries to grant Liens covering any of its property other than
as contemplated by the Credit Documents;

provided, however, that the Company and its Subsidiaries may, without violation
of this Section 9.18, maintain and establish joint venture agreements containing
restrictions of the type otherwise prohibited by this Section 9.18 provided that
the aggregate of the restrictions of the type otherwise prohibited by this
Section 9.18 in all such joint venture agreements could not reasonably be
expected to have a Material Adverse Effect.

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         9.19     Prepayments, Redemptions, Etc. No Obligor shall, or shall
permit any of its Subsidiaries to (a) prepay, redeem, purchase, defease or
otherwise satisfy prior to the scheduled maturity thereof in any manner, or make
any payment in violation of any subordination terms of, any Indebtedness, except
(i) the prepayment of Loans in accordance with the terms of this Agreement and
the prepayment of Indebtedness payable to the Company, (ii) regularly scheduled
or required repayments or redemptions of Indebtedness set forth on Schedule 9.4
and (iii) the satisfaction of Indebtedness in exchange solely for the delivery
of preferred stock or common stock in WGI, or (b) amend, modify or change in any
manner any term or condition of any such Indebtedness.

                                    ARTICLE X
                                EVENTS OF DEFAULT

         10.1     Events of Default. Any of the following events or
circumstances shall constitute an Event of Default:

                  (a)      Non-Payment. Any Borrower (i) shall fail to pay when
due any amount of principal of any Loan or any Reimbursement Obligation or fail
to make any mandatory prepayment under this Agreement when due, or (ii) shall
fail to pay any portion of accrued and unpaid interest or fees or any other
amount due under any Credit Document before the earlier of (x) five days after
the same shall become due in accordance with the terms of such Credit Document,
or (y) in the event that a principal or interest payment shall be due under the
terms of any Subordinated Debt within such five day period, one day prior to
such payment date; or

                  (b)      Representation or Warranty. Any representation or
warranty made or deemed made by any Obligor or Obligated Subsidiary in this
Agreement or in any other Credit Document or which is contained in any
certificate, document or financial or other statement furnished at any time in
connection with this Agreement or any other Credit Document shall prove to have
been incorrect in any material respect on or as of the date made or deemed made;
or

                  (c)      Specific Defaults. Any Obligor shall fail to perform
or observe any term, covenant or agreement contained in Sections 8.1, 8.8, 8.10,
8.11, 8.13, 8.14 or Article IX; or

                  (d)      Other Defaults. Any Obligor or Obligated Subsidiary
shall fail to perform or observe any other term or covenant contained in this
Agreement or any other Credit Document, and such default shall continue
unremedied for a period of 30 days after the earlier of (i) the date upon which
a Responsible Officer of such Person knew or should have known of such failure,
or (ii) the date upon which written notice thereof has been given to the Company
by the Agent or any Bank (through the Agent); or

                  (e)      Cross-Default. Any Obligor shall (i) fail to make any
payment in respect of any Indebtedness (including Subordinated Debt) or
Contingent Obligation in excess of an aggregate amount of Three Million Dollars
($3,000,000) when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise), or (ii)

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fail to perform or observe any other condition or covenant or any other event
shall occur or condition exist under any agreement or instrument relating to any
such Indebtedness or Contingent Obligation, if the effect of such event or
condition is to cause, or to permit the holder or holders of such Indebtedness
or the beneficiary or beneficiaries of such Indebtedness (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 declared to be
due and payable prior to its stated maturity or such Contingent Obligation to
become due and payable; or

                  (f)      Bankruptcy or Insolvency. Any Obligor or Obligated
Subsidiary shall become insolvent or shall voluntarily cease to conduct its
business in the ordinary course substantially as it is conducted on the date of
this Agreement or on the Closing Date (except that WESCO may cease to do
business in the U.S.); or any Obligor or Obligated Subsidiary shall (i)
generally fail to pay, or admit in writing its inability to pay, its debts as
they become due, subject to applicable grace periods, if any, whether at stated
maturity or otherwise, (ii) commence any proceeding, file any petition or
answer, or seek any other relief under any bankruptcy, reorganization,
arrangement, insolvency, or other similar law, of any jurisdiction relating to
the relief of debtors, (iii) acquiesce in the appointment of a receiver,
trustee, custodian, liquidator or other similar official for itself or a
substantial portion of its property, assets or business or effect a plan or
other arrangement with its creditors, (iv) admit the material allegations of a
petition filed against it in any bankruptcy, reorganization, arrangement,
insolvency or other proceeding, in any jurisdiction, relating to the relief of
debtors, or (v) take action to effectuate any of the foregoing; or

                  (g)      Involuntary Proceedings. Involuntary proceedings or
any involuntary petition shall be commenced or filed against any Obligor or
Obligated Subsidiary under any bankruptcy, reorganization, arrangement,
insolvency or other similar law of any jurisdiction or seeking the dissolution,
liquidation or reorganization of such Obligor or Obligated Subsidiary or the
appointment of a receiver, trustee, custodian, liquidator or other similar
official for such Obligor or Obligated Subsidiary or a substantial part of its
property, or any writ, judgment, warrant of attachment, execution or similar
process shall be issued or levied against a substantial part of the assets of
any Obligor or Obligated Subsidiary, and any such proceedings or petition shall
not be dismissed, or such writ, judgment, warrant of attachment, execution or
similar process shall not be released, vacated or fully bonded, within 60 days
after commencement, filing or levy; or

                  (h)      ERISA. The Company, any of its Subsidiaries or any
ERISA Affiliate shall fail to pay when due an amount or amounts which it shall
have become liable to pay under Title IV of ERISA and which in the aggregate
exceed Three Million Dollars ($3,000,000); or notice of intent to terminate a
Plan or Plans having Unfunded Pension Liabilities in the aggregate in excess of
Three Million Dollars ($3,000,000) shall be filed under Title IV of ERISA; or
the PBGC shall institute proceedings under Title IV of ERISA to terminate a Plan
or Plans having aggregate Unfunded Pension Liabilities in excess of Three
Million Dollars ($3,000,000); or a proceeding shall be instituted by a fiduciary
of any such Plan or Plans against any such Person to enforce Section 515 of

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ERISA to collect contributions which in the aggregate exceed Three Million
Dollars ($3,000,000); or a condition shall exist and shall continue unremedied
for a period of 30 days by reason of which the PBGC would be entitled under
Section 4042 of ERISA to obtain a decree adjudicating that a Plan or Plans
having Unfunded Pension Liabilities which in the aggregate exceed Three Million
Dollars ($3,000,000) must be terminated; or

                  (i)      Monetary Judgments. One or more final judgments,
orders or decrees shall be entered against any Obligor involving in the
aggregate a liability at any point in time (to the extent not paid or fully
covered by insurance less any deductible) in an amount equal to or exceeding
Three Million Dollars ($3,000,000) and the same shall not have been vacated,
satisfied, discharged, stayed or bonded pending appeal within 10 days from the
entry thereof; or

                  (j)      Non-Monetary Judgments. Any non-monetary judgment or
order or decree that could reasonably be expected to have a Material Adverse
Effect shall be rendered against any Obligor or any Subsidiary of any Obligor
with respect to which (i) enforcement proceedings shall have been commenced by
any Person upon such judgment or order or (ii) there shall be any period of 10
consecutive days during which a stay of enforcement of such judgment or order,
by reason of a pending appeal or otherwise, shall not be in effect; or

                  (k)      Collateral.

                           (i)      any provision of any Security Document shall
         for any reason cease to be valid and binding on or enforceable against
         any Obligor or Obligated Subsidiary, or any Obligor or Obligated
         Subsidiary shall so state in writing or bring an action to limit its
         obligations or liabilities thereunder; or

                           (ii)     the Security Documents shall for any reason
         (other than pursuant to the terms thereof) cease to create a valid
         security interest in the Collateral purported to be covered thereby or
         such security interest shall for any reason cease to be an Acceptable
         Security Interest; or

                  (l)      Change of Control. Any Change of Control shall occur;
or

                  (m)      Environmental Liabilities. A final judgment,
settlement, decree, agreement or order, or series of judgments, settlements,
decrees, agreements or orders, shall be rendered against or entered into by the
Company or any of its Subsidiaries requiring the Company or such Subsidiary to
perform or undertake the clean-up, removal, decontamination, remediation,
abatement, investigation, or monitoring of Hazardous Substances or other action
under Environmental Law (including payment of fines, penalties, settlements and
other awards and financial responsibilities), which performance or undertaking
could reasonably be expected to require the payment of money in an amount per
occurrence (net of any insured or indemnified amount) which exceeds Three
Million Dollars ($3,000,000) and a stay of execution thereof shall not be
procured, within the appeal time provided by law from the date of entry thereof
if any, or the Company or such Subsidiary shall not, within any such appeal
time, or such longer period during

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which execution of the same shall have been stayed, appeal therefrom and cause
the execution thereof to be stayed during such appeal; or

                  (n)      Expropriation, Nationalization, Etc. Any Governmental
Authority shall adopt, impose or change any Legal Requirement (or adopt, make or
change any official interpretation of or directive or request with respect to
any Legal Requirement) which (a) limits or could reasonably be expected to limit
foreign ownership of any of the Collateral, or (b) expropriates, nationalizes or
seizes (or could reasonably be expected to result in the expropriation,
nationalization or seizure of) assets which (together with all other assets of
the Company and its Subsidiaries with respect to which such an event shall have
occurred since the Closing Date) constitute more than 20% of the total
consolidated assets of the Company and its Subsidiaries as of the end of the
most recent fiscal quarter then ended (in each case, net of any cash
compensation received and net of proceeds of any political risk insurance which
are reasonably expected to be paid within nine months of such expropriation,
nationalization or seizure in connection with such expropriation,
nationalization or seizure); or

                  (o)      Surety Bond Drawing. Any drawing in an amount greater
than $5,000,000 shall be paid under a surety bond issued for the account of the
Company or any of its Subsidiaries (whether performance or financial) and during
the 90 day period following such payment, such amount is not recovered or
contested in good faith by appropriate proceedings; or

                  (p)      Financial Loss. The Company or any of its
Subsidiaries shall have a pre-tax financial loss of more than $15,000,000 on any
one Project (as hereinafter defined), where such financial loss is calculated in
accordance with generally accepted accounting principles, except that no accrual
for estimated costs not yet incurred shall be included in the calculation of
such loss. For purposes of this provision, a "Project" means all work related to
one contract or a series of contracts related to the same project undertaken by
a WGI Entity;

                  (q)      Contract Breach or Termination. Any contract to which
an Obligor is party shall be terminated or any Obligor, or other Person party to
such contract shall breach such contract, or any other event shall occur with
respect to any such contract, and (in each case) such termination, such breach
or such other event could reasonably be expected to cause a Material Adverse
Effect; or

                  (r)      Proceeds of Convertible Notes. Within 10 days of the
Closing Date, the Company has failed to receive Net Cash Proceeds from an
offering of Convertible Notes in an aggregate principal amount of not less than
$50,000,000.

         10.2     Remedies. If any Event of Default shall occur:

                  (a)      the Agent shall, at the request of, or may, with the
consent of, the Required Banks, declare the Commitments of each Bank to make
Loans or to issue Letters of Credit to be terminated, whereupon such Commitments
shall forthwith be terminated; and

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                  (b)      the Agent shall, at the request of, or may, with the
consent of, the Required Banks, declare the unpaid principal amount of all
outstanding Loans, all interest accrued and unpaid thereon, all fees and all
other Obligations (except Obligations consisting of Letter of Credit Obligations
other than Reimbursement Obligations) under this Agreement and the other Credit
Documents (including all Reimbursement Obligations) to be immediately due and
payable, without presentment, demand, protest or other notice of any kind,
including without limitation notice of acceleration or notice of intent to
accelerate, all of which are hereby expressly WAIVED by each Obligor; and

                  (c)      if any Letter of Credit shall be then outstanding,
the Agent shall, at the request of, and may, with the consent of, the Required
Banks, make demand upon the Borrowers to, and forthwith upon such demand, the
Borrowers will, provide to the Agent a letter of credit issued by an issuer
acceptable to each of the Agent each Issuing Bank and the Required Banks in
their respective sole discretion, in form and substance satisfactory to the
Agent, the Issuing Bank and the Required Banks in their sole discretion, in an
amount equal to 100% of the aggregate Letter of Credit Obligations which remain
outstanding, which letter of credit shall have an expiry no earlier than 90 days
after the expiry of the last Letter of Credit to expire and shall permit the
Agent, the Issuing Bank, or any of them, to draw upon the issuer of such letter
of credit at any time without condition except the presentation of a written
certificate that such amounts have been drawn under a Letter of Credit; or pay
to the Agent in same day funds at the office of the Agent designated in such
demand, for deposit in the Cash Collateral Account, an amount equal to the
maximum amount available to be drawn under the Letters of Credit then
outstanding; and

                  (d)      the Agent may, in its sole discretion, without notice
to any Obligor except as required by law, and at any time and from time to time,
apply any proceeds of the Cash Collateral Account and all cash proceeds received
in respect of any sale of, collection from or other realization upon, all or any
part of the Cash Collateral Account in accordance with the Security Agreement;
and

                  (e)      subject to the Security Documents, the Agent shall,
at the request of, and may, with the consent of, the Required Banks, exercise
all rights and remedies available to it under the Security Documents or any
other agreement; and

                  (f)      each Bank may, to the fullest extent not prohibited
by applicable law, exercise its rights of offset against each account and all
other property of any Person liable on any of the Obligations in the possession
of such Bank, which right is hereby granted by each Obligor to the Banks; and

                  (g)      the Agent and each Bank may exercise any and all
other rights pursuant to the Credit Documents, at law and in equity;

provided, however, that, upon the occurrence of any event specified in Section
10.1(f) or (g) (in the case of Section 10.1(g), upon the expiration of the 60
day period mentioned therein), the obligation of each Bank to make Loans and to
issue Letters of Credit shall automatically terminate, and the unpaid principal
amount of all outstanding Loans, all

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interest accrued and unpaid thereon, all fees and all other Obligations
(including Reimbursement Obligations) shall automatically become due and
payable, all without any further act of the Agent or any Bank.

         10.3     Cash Collateral Account. Each Obligor agrees that, in the
event the Commitments are terminated at any time, whether automatically or at
the option of the Agent and the Required Banks as provided in Section 10.2, such
Obligor shall either (a) promptly pay to the Agent an amount in immediately
available funds equal to 100% of its then aggregate amount of Letter of Credit
Obligations which remain outstanding, which funds shall be held by the Agent in
the Cash Collateral Account, or (b) promptly provide to the Agent a letter of
credit issued by an issuer acceptable to each of the Agent, the Issuing Bank and
the Required Banks in their respective sole discretion, in form and substance
satisfactory to the Agent, the Issuing Bank and the Required Banks in their sole
discretion, in an amount equal to 100% of the aggregate Letter of Credit
Obligations which remain outstanding, which letter of credit shall have an
expiry no earlier than 10 days after the expiry of the last Letter of Credit to
expire and shall permit the Agent, the Issuing Bank, or any of them, to draw
upon the issuer of such letter of credit at any time without condition except
the presentation of a written certificate that such amounts have been drawn
under a Letter of Credit.

         10.4     Preservation of Security for Contingent Obligations. In the
event that, following (a) the occurrence of an Event of Default and the exercise
of any rights available to the Agent under the Credit Documents, and (b) payment
in full of the principal amount then outstanding of and the accrued and unpaid
interest on the Loans and Reimbursement Obligations and all fees and all other
Obligations, any Letter of Credit shall remain outstanding and undrawn upon, the
Agent shall be entitled to hold (and each Obligor hereby assigns to the Agent on
behalf of the Banks and grants and conveys to the Agent a security interest in
and to) all cash or other property ("Proceeds of Remedies") realized or arising
out of the exercise by the Agent of any rights available to it under the Credit
Documents, at law or in equity, including the proceeds of any foreclosure, in
the Cash Collateral Account (subject to Section 3.5) as collateral for the
payment of any amounts due or to become due under or in respect of such Letters
of Credit; provided, that the aggregate amount so held shall not exceed 100% of
all Letter of Credit Obligations then outstanding. Such Proceeds of Remedies
shall be held for the ratable benefit of the Banks issuing such Letters of
Credit and Banks holding participations therein. Such Proceeds of Remedies shall
constitute "Collateral" for all purposes under the terms and provisions of the
Security Documents, and the rights, titles, benefits, privileges, duties and
obligations of the Agent with respect thereto shall be governed by the terms and
provisions of this Agreement (including Section 3.5) and, to the extent not
inconsistent with this Agreement, the Security Documents. Notwithstanding
anything herein to the contrary, such Proceeds of Remedies shall be applied
solely to Reimbursement Obligations arising in respect of any such Letters of
Credit and/or the payment of any Bank's obligations under any such Letter of
Credit when such Letter of Credit is drawn upon. Each Obligor hereby agrees to
execute and deliver to the Agent and the Banks such security agreements, pledges
or other documents as the Agent or any of the Banks may, from time to time,
require to create, perfect, protect and realize upon the assignment, pledge,
lien and security interest in and to any

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such Proceeds of Remedies provided for in this Section 10.4. Upon the payment or
expiry of all Letter of Credit Obligations, all Proceeds of Remedies shall be
released to the Company in due form at the Company's cost.

         10.5     Rights Not Exclusive. The rights provided for in this
Agreement and the other Credit Documents are cumulative and are not exclusive of
any other rights, powers, privileges or remedies provided by law or in equity or
under any other instrument, document or agreement.

                                   ARTICLE XI
                                    GUARANTY

         11.1     Definitions. As used in this Article XI (sometimes in this
Article XI called this "Guaranty"), a "Guarantor" and the "Guarantors" means an
Obligor and the Obligors, respectively, and the following terms shall have the
following meanings:

         "Guaranteed Debt" means, as to any Guarantor, the Maximum Amount with
respect to such Guarantor less the amounts, if any, of payments of the
Guaranteed Debt made by such Guarantor and clearly identified as such in a
notice accepted in writing by the Agent confirming the payment and reduction of
the Guaranteed Debt as to such Guarantor.

         "Guarantor's Net Worth" means, as to any Guarantor, as of any date of
determination thereof: (a) the aggregate fair saleable value of the assets of
such Guarantor as of such date (including the fair saleable value of the amounts
received or receivable by such Guarantor pursuant to its rights to subrogation,
contribution and indemnity), minus (b) the amount of all liabilities of such
Guarantor, contingent or otherwise, as of such date (but excluding all
contingent liabilities under this Guaranty), minus (c) One Dollar ($1.00). It is
agreed that a Guarantor's Net Worth may fluctuate from time to time after the
date it becomes a Guarantor, as it is determined on each Determination Date (as
defined in the definition of "Maximum Amount").

         "Maximum Amount" means, with respect to any Guarantor except WGI, the
greater of (a) all proceeds (without duplication) of the Obligations directly or
indirectly (by intercompany loan, advance, capital contribution, such
Guarantor's ownership interest in any Person receiving the proceeds of the
Obligations, or otherwise) advanced to or for the account of, or used by or for
the benefit of, such Guarantor; (b) ninety percent (90%) of such Guarantor's Net
Worth from time to time; or (c) the amount that in a legal proceeding brought
within the applicable limitations period is determined by the final,
non-appealable order of a court having jurisdiction over the issue and the
applicable parties to be the amount of value given by the Agent and the Banks,
or received by such Guarantor, in exchange for the obligations of such Guarantor
under this Guaranty; provided, however, that the Maximum Amount, with respect to
any Guarantor, shall not exceed the maximum amount which such Guarantor could
pay or be liable for under this Guaranty without having such payment or
liability set aside as a fraudulent conveyance or fraudulent transfer or other
similar action under any applicable bankruptcy, insolvency or other similar law
of any jurisdiction. If on the date of any Loan made or Letter of

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Credit issued after the date hereof (any such date being herein called a
"Determination Date"), ninety percent (90%) of such Guarantor's Net Worth is
greater than either of the amounts described in clauses (a) and (c) above, the
Maximum Amount shall be deemed to have increased through and as of such
Determination Date to ninety percent (90%) of such Guarantor's Net Worth as
determined on such Determination Date (and the Guaranteed Debt as to such
Guarantor shall have correspondingly increased), without further action by or
agreement between the Agent and such Guarantor, and any subsequent reduction or
diminution of such Guarantor's Net Worth after such Determination Date will not
reduce the Guaranteed Debt as to such Guarantor. Notwithstanding anything to the
contrary contained in this definition of "Maximum Amount" or in any other
provision of this Guaranty, but subject to the proviso in the first sentence of
this definition, "Maximum Amount" shall never be less than the amount referred
to in clause (a) above. The Banks and each Guarantor acknowledge and agree that,
for the purposes of this Guaranty and any legal proceeding brought within the
applicable limitations period before a court having jurisdiction over the issue
and the applicable parties, the amount of value given by the Agent and the Banks
in connection with the Obligations is presumed to be equal to, without
duplication, all funds, all matured and contingent obligations assumed by Agent
and/or the Banks (e.g., Letter of Credit Obligations), property, and proceeds
that are directly or indirectly (e.g., by intercompany loan, advance, capital
contribution, such Guarantor's ownership interest in any Person receiving the
proceeds of the Obligations, or otherwise) advanced to or for the account of, or
used by or for the benefit of, such Guarantor in connection with the
transactions and events relating to the Obligations.

         11.2     Guaranty.

                  (a)      In order to induce the Banks and the Agent to execute
and deliver this Agreement and the other Credit Documents, to make or maintain
the Loans and to issue and maintain the Letters of Credit, and in consideration
thereof, each Guarantor, as a primary obligor and not as a surety,
unconditionally, jointly and severally, guarantees to the Agent and the Banks
the full, prompt and punctual payment and performance of the Obligations of each
other Borrower when due (whether at stated maturity, by acceleration or
otherwise) in accordance with the Credit Documents. This Guaranty is
irrevocable, unconditional and absolute, and if for any reason all or any
portion of the Obligations shall not be paid when due, Guarantors, jointly and
severally, agree immediately to pay the Obligations to the Agent or other Person
entitled to them, in Dollars, regardless of (i) any defense, right of set-off or
counterclaim which any Guarantor may have or assert which would otherwise
discharge a guarantor under applicable law, (ii) whether the Agent or any other
such Person shall have taken any steps to enforce any rights against any
Borrower, any other Guarantor or any other Person to collect any of the
Obligations, and (iii) any other circumstance, condition or contingency (other
than a defense of full and timely payment or performance of the Obligations)
which constitutes, or might be construed to constitute, an equitable or legal
discharge of any Obligor for any of the Obligations, or of such Guarantor under
the guarantee contained in this Article XI, in bankruptcy or in any other
instance.

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                  (b)      NOTWITHSTANDING THE FOREGOING, to the extent that in
a legal proceeding brought within the applicable limitations period it is
determined by the final, non-appealable order of a court having jurisdiction
over the issue and the applicable parties that any Guarantor (except WGI)
received less than a reasonably equivalent value in exchange for such
Guarantor's incurrence of its obligations under this Guaranty, then and only
then the liability of such Guarantor for all Obligations shall be limited in
amount to the Guaranteed Debt of such Guarantor. The foregoing limitation as it
applies to a particular Guarantor shall not affect or excuse the liability or
obligations of any other Guarantor, nor may it be raised as a defense to any
action or claim against such other Guarantor. The Agent shall have the right to
determine and designate from time to time, without notice to or assent of any
Guarantor, which portions of the Obligations such limitation applies to, and
each Guarantor acknowledges that such determination and designation shall be
conclusive on all parties. This Guaranty shall not fail or be ineffective or
invalid or be considered too indefinite or contingent with respect to any
Guarantor because the Guaranteed Debt applicable to such Guarantor may fluctuate
from time to time or for any other reason. The guarantee contained in this
Article XI, subject to Section 11.10, shall remain in full force and effect
until the time provided in Section 11.8 (except for any obligations expressly
stated to survive such termination), notwithstanding that from time to time
prior thereto any Obligor may be free from any Obligations.

         11.3     Application. Each Guarantor agrees that any payment or
prepayment by a Guarantor or any other Person against the Obligations (other
than payments made by a Guarantor in accordance with the procedures described in
the definition of "Guaranteed Debt" and then only with respect to such
Guarantor's liability under this Guaranty) shall be deemed paid first against
that portion of the Obligations not included in "Guaranteed Debt" or determined
for any reason not to be a part of "Guaranteed Debt," and then shall be paid
against any portion of the Obligations that is Guaranteed Debt, in such order
and manner as the Agent shall determine in its sole discretion. Article V of
this Agreement, including Sections 5.6 and 5.9, shall apply to all payments by
Guarantors under this Article XI. Any payment by any Guarantor under this
Article XI shall reduce pro tanto any intercompany obligation of such Guarantor
to the other Obligors.

         11.4     Notification. Each Guarantor agrees that whenever, at any
time, or from time to time, it shall make any payment to the Agent on account of
its liability under this Article XI, it will notify the Agent in writing that
such payment is made under the guarantee contained in this Article XI. No
payment or payments made by any Obligor or any other Person or received or
collected by the Agent or any Bank from any Obligor or any other Person by
virtue of any action or proceeding or any setoff or appropriation or
application, at any time or from time to time, in reduction of or in payment of
the Obligations shall be deemed to modify, reduce, release or otherwise affect
the liability of any Guarantor under this Article XI which, notwithstanding any
such payment or payments, shall remain liable for the unpaid and outstanding
Obligations until, subject to Section 11.10, the Obligations are paid in full
and the Commitments are terminated.

         11.5     Amendments, etc. with respect to the Obligations. Each
Guarantor shall remain obligated under this Article XI notwithstanding that,
without any reservation of

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rights against such Guarantor, and without notice to or further assent by such
Guarantor, (a) any demand for payment of or reduction in the principal amount of
any of the Obligations made by the Agent or any Bank through the Agent is
rescinded by the Agent or such Bank, (b) any of the Obligations is continued,
(c) any of the Obligations, or the liability of any other party upon or for any
part thereof, or any collateral security or guarantee therefor or right of
offset with respect thereto, is, from time to time, in whole or in part,
renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by the Agent or any Bank. This Agreement and any other
Credit Documents may from time to time be amended, modified, supplemented or
terminated, in whole or in part, in accordance with their terms, and any
collateral security, guarantee or right of offset at any time held by the Agent
or any Bank for the payment of the Obligations may be sold, exchanged, waived,
surrendered or released, all without in any way releasing, diminishing,
reducing, impairing or otherwise affecting the obligations of each Guarantor
under this Article XI. Neither the Agent nor any Bank shall have any obligation
to protect, secure, perfect or insure any Lien at any time held by it as
security for the Obligations or for the guarantees contained in this Article XI
or any property subject thereto. Specific written agreements among the Banks,
the Issuing Bank and the Agent, or any of them, on the one hand, and any one or
more of the Obligors, on the other hand, made in accordance with this Agreement
and the other Credit Documents and entered into prior to Default, shall not
discharge any Guarantor or release, diminish, reduce, impair or otherwise affect
the obligations of any Guarantor under this Article XI, except that such
agreements shall, insofar and only insofar as the Obligations of one or more
Obligors are changed thereby, change to that extent and to that extent only the
obligations of the Guarantors in their capacity as guarantors of such
Obligations.

Each Guarantor waives diligence, presentment, protest, demand for payment,
notice of acceleration or intent to accelerate, notice of default or nonpayment
and to or upon such Guarantor or any other Obligor with respect to the
Obligations. The guarantee contained in this Article XI shall be construed as a
continuing, absolute and unconditional guarantee of payment without regard to
(a) the validity or enforceability of this Agreement or any other Credit
Document, any of the Obligations or any collateral security therefor or any
guarantee or right of offset with respect thereto at any time or from time to
time held or purported to be held by the Agent or any Bank, (b) the legality
under applicable Legal Requirements of repayment by the relevant Obligor of any
of the Obligations or the adoption of any Legal Requirement purporting to render
any such Obligations of a Obligor null and void, (c) any defense, setoff or
counterclaim (other than a defense of payment or performance by the applicable
Obligor) which may at any time be available to or be asserted by such Guarantor
against the Agent or any Bank, or (d) any other circumstance whatsoever (with or
without notice to or knowledge of such Guarantor or any Obligor) (other than a
defense of full payment and performance of all of the Obligations) which
constitutes, or might be construed to constitute, an equitable or legal
discharge of any Obligor for any of the Obligations, or of such Guarantor under
the guarantee contained in this Article XI, in bankruptcy or in any other
instance. The Agent or any Bank may, but shall be under no obligation to, pursue
such rights and remedies as it may have against any Obligor or any other
Guarantor or any other Person or against any collateral security or guarantee
for the Obligations or any right of offset with respect thereto, and any failure
by the Agent or any Bank to pursue such other rights or remedies

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or to collect any payments from any Obligor or any other Guarantor or any such
other Person or to realize upon any such collateral security or guarantee or to
exercise any such right of offset, or any release of any Obligor or any other
Guarantor or any such other Person or of any such collateral security, guarantee
or right of offset, shall not relieve any Guarantor of any liability under this
Article XI and shall not impair or affect the rights and remedies, whether
express, implied or available as a matter of law, of the Agent or any Bank
against any Guarantor.

         11.6     No Release. Each Guarantor's covenants, agreements and
obligations under this Article XI shall in no way be released, diminished,
reduced, impaired or otherwise affected by reason of the happening from time to
time of any of the following things, for any reason, whether by voluntary act,
operation of law or order of any competent Governmental Authority and whether or
not such Guarantor is given any notice or is asked for or gives any further
consent (all requirements for which, however arising, each Guarantor hereby
WAIVES):

                  (a)      voluntary or involuntary liquidation, dissolution,
sale of any collateral, marshaling of assets and liabilities, change in
corporate or organizational status, receivership, insolvency, bankruptcy,
assignment for the benefit of creditors, reorganization, arrangement,
composition or readjustment of debt or other similar proceedings of or affecting
any Obligor or any other Guarantor or any of the assets of any Obligor or any
other Guarantor, even if any of the Obligations is thereby rendered void,
unenforceable or uncollectible.

                  (b)      occurrence or discovery of any lack of genuineness,
irregularity, invalidity or unenforceability of any of the Obligations or Credit
Documents or any defect or deficiency in any of the Obligations or Credit
Documents.

                  (c)      failure by any Bank, the Agent or any other Person to
notify-or timely notify-any Guarantor of any default, event of default or
similar event (however denominated) under any of the Credit Documents, or of any
other action taken or not taken by any Bank or the Agent against any Obligor,
any other Guarantor or any other Person, or any other event or circumstance.
Neither the Agent nor any Bank shall have any duty or obligation to give any
Guarantor any notice of any kind under any circumstances whatsoever with respect
to or in connection with this Guaranty.

                  (d)      occurrence of any event or circumstance which might
otherwise constitute a defense available to, or a discharge of, any Obligor or
any other Guarantor (other than a defense of full payment and performance),
including failure of consideration, fraud by or affecting any Person, usury,
forgery, breach of warranty, failure to satisfy any requirement of the statute
of frauds, running of any statute of limitation, accord and satisfaction and any
defense based on election of remedies of any type.

                  (e)      receipt and/or application of any proceeds, credits
or recoveries from any source, including any proceeds, credits, or amounts
realized from exercise of any rights, remedies, powers or privileges of any Bank
or the Agent under the Credit

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Documents, by law or otherwise available to any Bank or the Agent (other than an
application which results in full payment and performance of all Obligations).

         11.7     Waivers. Each Guarantor hereby WAIVES and RELEASES all right
to require marshalling of assets and liabilities, sale in inverse order of
alienation, notice of acceptance of this Guaranty and of any liability to which
it applies or may apply, notice of the creation, accrual, renewal, increase,
extension, modification, amendment or rearrangement of any part of the
Obligations, presentment, demand for payment, protest, notice of nonpayment,
notice of dishonor, notice of intent to accelerate, notice of acceleration and
all other notices and demands, collection suit and the taking of any other
action by any Bank or the Agent.

         11.8     Guaranty of Payment and Not of Collection. This is an absolute
guaranty of payment and not of collection, and an absolute guaranty of
performance of all of the obligations of each Obligor under the Credit
Documents, and each Guarantor WAIVES any right to require that any action be
brought against any Obligor, any other Guarantor or any other Person, or that
any Bank or the Agent be required to enforce, attempt to enforce or exhaust any
rights, benefits or privileges of any Bank or the Agent under any of the Credit
Documents, by law or otherwise; provided that nothing herein shall be construed
to prevent any Bank or the Agent from exercising and enforcing at any time any
right, benefit or privilege which any Bank or the Agent may have under any
Credit Document or by law from time to time, and at any time, and each Guarantor
agrees that each Guarantor's obligations hereunder are--and shall be--absolute,
independent, unconditional, joint and several under any and all circumstances.
Should any Bank or the Agent seek to enforce any Guarantor's obligations by
action in any court, each Guarantor WAIVES any requirement, substantive or
procedural, that (a) the Agent pursue any foreclosure action, realize or attempt
to realize on any security (including the Cash Collateral Account) or preserve
or enforce any deficiency claim against any Obligor, any other Guarantor or any
other Person after any such realization, (b) a judgment first be sought or
rendered against any Obligor, any other Guarantor or any other Person, (c) any
Obligor, any other Guarantor or any other Person be joined in such action or (d)
a separate action be brought against any Obligor, any other Guarantor or any
other Person. Each Guarantor's obligations under this Guaranty are several from
those of any other Obligor or any other Person, and are primary obligations
concerning which such Guarantor is the principal obligor. All waivers in this
Agreement or any of the other Credit Documents shall be without prejudice to the
right of any Bank or the Agent at its option to proceed against any Obligor, any
other Guarantor or any other Person, whether by separate action or by joinder.
Each Guarantor agrees that this Guaranty shall not be discharged except by
payment of the Obligations in full, expiration of all Letters of Credit,
complete performance of all obligations of each Obligor under the Credit
Documents and termination of each Bank's obligation--if any--to make any further
advances or extend other financial accommodations to any Obligor under the
Credit Documents.

         11.9     Obligations Joint and Several with Other Guaranties. If any
other Person makes any guaranty of any of the obligations guaranteed hereby or
gives any security for them, each Guarantor's obligations under this Article XI
shall be joint and several with

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the obligations of such other Person pursuant to such agreement or other papers
making the guaranty or giving the security.

         11.10    Reinstatement. Each Guarantor agrees that, if at any time all
or any part of any payment previously applied by the Agent or any Bank to the
Obligations is or must be returned by any Bank or the Agent--or recovered from
any Bank or the Agent--for any reason (including the order of any bankruptcy
court), this Guaranty shall automatically be reinstated to the same effect as if
the prior application had not been made, and, in addition, each Guarantor hereby
agrees to indemnify each Bank and the Agent against, and to save and hold each
Bank and the Agent harmless from, any required return by any Bank or the
Agent--or recovery from any Bank or the Agent--of any such payment because of
its being deemed preferential under applicable bankruptcy, receivership or
insolvency laws, or for any other reason. The provisions of this Section 11.10
shall survive the termination of this Guaranty and any satisfaction and
discharge of any Obligor by virtue of any payment, court order or other Legal
Requirement.

         11.11    Representations and Warranties. Each Guarantor warrants and
represents as follows: It has determined that its liability and obligation under
this Guaranty may reasonably be expected to substantially benefit it directly or
indirectly, and its board of directors (or such board's duly authorized and
appointed designee) or other equivalent body has made that determination. Each
Guarantor is closely related legally and economically to every other Guarantor,
each deriving benefits from the other. The maintenance and improvement of each
Guarantor's financial condition is vital to sustaining each other Guarantor's
business, and the transactions contemplated in this Agreement produce distinct
and identifiable financial and economic direct or indirect benefits to each
Guarantor. Such identifiable benefits include: (a) the availability to each
Borrower of the proceeds of the Loans on an as-needed basis either directly or
indirectly by way of intercompany loans and/or capital contributions for general
corporate or other purposes and (b) the general improvement of each Guarantor's
financial and economic condition. Each Guarantor has had full and complete
access to the underlying papers relating to the Obligations and all other papers
executed by any Obligor or any other Person in connection with the Obligations,
has reviewed them and is fully aware of the meaning and effect of their
contents. Such Guarantor is fully informed of all circumstances which bear upon
the risks of executing this Guaranty and which a diligent inquiry would reveal.
Each Guarantor has adequate means to obtain from the other Obligors on a
continuing basis information concerning such Obligors' financial condition, and
is not depending on the Agent or any Bank to provide such information, now or in
the future. Each Guarantor agrees that neither the Agent nor any Bank shall have
an obligation to advise or notify it or to provide it with any data or
information. Such Guarantor is Solvent and will not be rendered not Solvent by
virtue of its execution and delivery of this Agreement and the other Credit
Documents.

         11.12    Joinder of Additional Subsidiaries. It is contemplated by each
Guarantor that additional Subsidiaries of the Company may from time to time
become Guarantors hereunder (as required by the terms of this Agreement,
including Sections 7.3 and 8.14)) and a party to this Agreement, by their
execution and delivery to the Agent on behalf of the Banks of an Election to
Participate. Each Guarantor agrees, consents and

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acknowledges that upon the execution and delivery to the Agent by any such
Designated Subsidiary of an Election to Participate, such Designated Subsidiary
shall become a Guarantor hereunder for all purposes, jointly and severally
liable hereunder (to the extent and subject to the limitations set forth in this
Guaranty) as if such Designated Subsidiary had originally been a party to this
Guaranty, without notice to any Guarantor or any other Person. Delivery of an
Election to Participate to any Guarantor or any other Person is not required for
the Designated Subsidiary executing and delivering such Election to Participate
to become a Guarantor hereunder and a party to this Agreement.

         11.13    Acknowledgement. Each Guarantor agrees that the Obligations
guaranteed by such Guarantor under this Guaranty may at any time and from time
to time exceed such Guarantor's Maximum Amount without impairing this Guaranty
or affecting the rights and remedies of the Agent or the Banks under this
Guaranty.

         11.14    Primary Obligations. The obligations of each Guarantor under
this Guaranty are those of a primary obligor, and not merely a surety, and are
independent of the obligations of each other Guarantor. A separate action or
actions may be brought against any Guarantor whether or not an action is brought
against any other Guarantor or other obligor in respect of the Obligations or
whether any other Guarantor or any other obligor in respect of the Obligations
is joined in any such action or actions.

         11.15    Effect of Stay. If an event permitting the acceleration of any
of the Obligations shall at any time have occurred and be continuing and such
acceleration shall at such time be prevented by reason of the pendency against
one or more of the Obligors of a case or proceeding under any bankruptcy or
insolvency law, each Guarantor agrees that, for purposes of this Guaranty and
its obligations hereunder, the Obligations shall be deemed to have been
accelerated and such Guarantor shall forthwith pay such Obligations (including
interest which but for the filing of such petition in bankruptcy would accrue on
such Obligations), and the other obligations hereunder, without any further
notice or demand.

         11.16    Waiver of Diligence, Etc. To the extent permitted by
applicable law, each Guarantor hereby WAIVES promptness, diligence, notice of
acceptance and any and all other notices with respect to any of the Obligations
and this Guaranty and any requirement that the Agent or any Bank protect,
secure, perfect or insure any security interest in or any Lien on any property
subject thereto or exhaust any right to take any action against any Obligor or
any other Person or any collateral or security or any balance of any deposit
account or credit on the books of any Bank in favor of any Obligor or any other
Guarantor.

         11.17    Subrogation. Each Guarantor expressly WAIVES any and all
rights of subrogation, reimbursement, contribution, exoneration and indemnity,
contractual, statutory or otherwise, against the Agent and the Banks
individually and collectively, including any claim or right of subrogation under
the Bankruptcy Code (Title 11 of the U.S. Code) or any successor or similar
Legal Requirement arising from the existence or performance of this Guaranty,
until the termination of this Article XI in accordance with Section 11.8, and
until such termination each Guarantor irrevocably WAIVES any right

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to enforce any remedy which the Agent and the Banks or any one or more of them
now have or may hereafter have against any Obligor or any other Guarantor and
the benefit of and any right to participate in any security now or hereafter
held by the Agent or the Banks or any one or more of them. Until such
termination, if any amount shall be paid by or on behalf of any Obligor or any
other Person to any Guarantor on account of any of the rights waived in this
Section 11.17, such amount shall be held by such Guarantor in trust, segregated
from other funds of such Guarantor, and shall, forthwith upon receipt by such
Guarantor, be turned over to the Agent in the exact form received by such
Guarantor (duly indorsed by such Guarantor to the Agent, if required), to be
applied against the Obligations, whether matured or unmatured, in such order as
the Agent may determine. The provisions of this Section 11.17 shall survive the
term of the guarantee contained in this Article XI, the payment in full of the
Obligations and the termination of the Commitments.

         11.18    Administrative Matters. If, in the exercise of any of its
rights and remedies, the Agent or any Bank shall forfeit any of its rights or
remedies, including its right to enter a deficiency judgment against any Obligor
or any other Guarantor, for any reason, each Guarantor hereby consents to such
action, even if such action by the Agent or such Bank shall result in a full or
partial loss of any rights of subrogation which such Guarantor might otherwise
have had but for such action by the Agent or such Bank. Any election of remedies
which results in the denial or impairment of the right of the Agent or such Bank
to seek a deficiency judgment against any Obligor or any other Guarantor shall
not impair such Guarantor's obligation to pay the full amount of the
Obligations. In the event the Agent or any Bank shall bid at any foreclosure or
trustee's sale or at any private sale permitted by law or under the Credit
Documents, the Agent or such Bank may bid all or less than the amount of the
Obligations and the amount of such bid need not be paid by the Agent or such
Bank but shall be credited against the Obligations. The amount of the successful
bid at any such sale, whether the Agent or such Bank or any other party is the
successful bidder, shall be conclusively deemed to be the fair market value of
the Collateral and the difference between such bid amount and the remaining
balance of the Obligations shall be conclusively deemed to be the amount of the
Obligations guaranteed under this Guaranty, notwithstanding that any present or
future law or court decision or ruling may have the effect of reducing the
amount of any deficiency claim to which the Agent or any Bank might otherwise be
entitled but for such bidding at any such sale.

         11.19    Survival; Persons Bound. The obligation of each Guarantor
under this Guaranty is a continuing guaranty and shall (a) remain in full force
and effect until payment in full (after the termination of the Commitments and
expiration of all outstanding Letters of Credit) of the Obligations and all
other amounts payable under this Guaranty; (b) be binding upon such Guarantor,
its successors and assigns; and (c) inure, together with the rights and remedies
of the Agent and the Banks under this Guaranty, to the benefit of the Agent, the
Banks and their respective successors, transferees and assigns. Without limiting
the generality of the foregoing, the Agent or any Bank may assign or otherwise
transfer its rights and obligations under this Agreement and the other Credit
Documents to any other Person or entity, and such other Person or entity shall
thereupon become vested with all the benefits in respect thereof granted to the
Agent or

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any Bank in this Guaranty or otherwise, all as provided in, and to the extent
set forth in, Section 13.7.

         11.20    Indemnification. The Guarantors agree that while their
respective obligations to the Agent and the Banks under this Agreement and the
other Credit Documents are joint and several as to the Banks and the Agent
(subject to the limits expressed therein), each Guarantor shall be liable as
among other Guarantors with respect to any particular Loan, Reimbursement
Obligation or other portion of the Obligations only for its Proportionate Share
(as hereinafter defined) of such Loan, Reimbursement Obligation or other portion
of the Obligations calculated as of the time such Loan, Reimbursement Obligation
or other portion of the Obligations was incurred. If at any time any Guarantor
(the "Indemnified Guarantor") makes any payment to the Agent or any of the Banks
or otherwise pays any amount (collectively, the "Indemnified Outlay") with
respect to any such Loan, Reimbursement Obligation or other particular portion
of the Obligations by virtue of any demand therefor pursuant to the Guaranty or
otherwise pursuant to the exercise by Agent or any Bank of their respective
other rights under the Credit Documents, the Indemnified Guarantor shall have
the right to make demand on any or all of the other Guarantors (each an
"Indemnifying Guarantor") for the payment to the Indemnified Guarantor of the
amount (the "Excess Amount") by which the Indemnified Outlay exceeds the
Indemnified Guarantor's Proportionate Share of the Indemnified Outlay and
thereupon the Indemnifying Guarantors upon which demand has so been made shall
pay to the Indemnified Guarantor the Excess Amount; provided, that no
Indemnifying Guarantor shall be liable to pay to Indemnified Guarantor more than
the Indemnifying Guarantor's Proportionate Share of the Excess Amount; and
further provided, that payment to the Agent or any Bank by an Indemnified
Guarantor shall not give rise to any right by way of subrogation in favor of the
Indemnified Guarantor to any of the Banks' or the Agents' rights against any
Indemnifying Guarantor with respect to such payment. The term "Proportionate
Share" at any time shall mean with respect to any Guarantor the percentage
derived by dividing (a) such Guarantor's Net Worth of such Guarantor by (b) the
consolidated Guarantor's Net Worth of all Guarantors, all as of such time.

         11.21    Intent of the Parties. It is not the intention of the Parties
that this Article XI have any effect whatsoever on the rights or defenses of any
Guarantor in its capacity as a Borrower (as opposed to a Guarantor). In no event
shall this Article XI be interpreted in any manner such that any Guarantor's
rights or defenses in its capacity as a Borrower (as opposed to a Guarantor)
under this Agreement or applicable law are in any way reduced, restricted,
limited or otherwise diminished.

                                   ARTICLE XII
                                AGENCY PROVISIONS

         12.1     Appointment and Authorization of Agent. Each Bank hereby
irrevocably appoints, designates and authorizes the Agent to take such action on
its behalf under the provisions of this Agreement and each other Credit 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 Credit Document, together with
such powers as are reasonably

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incidental thereto. As used in this Article XII, Agent shall include reference
to its Affiliates and its own and its Affiliates' officers, directors, employees
and agents. Notwithstanding any provision to the contrary contained elsewhere in
this Agreement or in any other Credit Document, the Agent shall not have any
duties or responsibilities, except those expressly set forth herein, or any
fiduciary or trustee relationship with any Bank, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Credit Document or otherwise exist against the
Agent.

         12.2     Delegation of Duties of Agent. The Agent may execute any of
its duties under this Agreement or any other Credit Document by or through
agents, employees or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. The Agent shall not be
responsible for the negligence or misconduct of any agent or attorney-in-fact
that it selects with reasonable care. Without in any way limiting any of the
foregoing (or imposing any liability upon the Agent), each Bank acknowledges
that the Agent shall have no greater responsibility in the operation of the
Letters of Credit than is specified in the UCP or ISP 98.

         12.3     Liability of Agent. Neither the Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates shall be (i)
liable for any action taken or omitted to be taken by any of them under or in
connection with this Agreement or any other Credit Document (except for its own
gross negligence or willful misconduct) or (ii) responsible in any manner to any
of the Banks for any recital, statement, representation or warranty made by any
Obligor or Obligated Subsidiary or any officer thereof contained in this
Agreement or in any other Credit Document or in any certificate, report,
statement or other document referred to or provided for in, or received by the
Agent under or in connection with, this Agreement or any other Credit Document
or for the value of any Collateral or the validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Credit Document or
for any failure of any Obligor or Obligated Subsidiary or any other party to any
Credit Document to perform its obligations hereunder or thereunder. The Agent
shall not be under any obligation to any Bank to ascertain or to inquire as to
the observance or performance of any of the agreements contained in, or
conditions of, this Agreement or any other Credit Document, or to inspect the
properties, books or records of the Company or any of its Subsidiaries.

         12.4     Reliance by Agent.

                  (a)      The Agent shall be entitled to rely, and shall be
fully protected in relying, upon any writing, resolution, notice, consent,
certificate, affidavit, letter, telegram, telecopy, telex or telephone message,
statement or other document or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons,
and upon advice and statements of legal counsel (including counsel to any
Obligor), independent accountants and other experts selected by the Agent. The
Agent shall be fully justified in failing or refusing to take any action under
this Agreement or any other Credit Document unless it shall first receive such
advice or concurrence of the Required Banks as it deems appropriate and, if it
so requests, it shall first be indemnified to its satisfaction by the Banks
against any and all

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liability and expense which may be incurred by it by reason of taking or
continuing to take any such action. The Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement or any
other Credit Document in accordance with a request or consent of the Required
Banks (or such other number of Banks as shall be required under the terms of the
Credit Documents) and such request and any action taken or failure to act
pursuant thereto shall be binding upon all of the Banks and all future holders
of the Loans and the other Obligations. Regarding any enforcement, litigation or
collection proceedings hereunder or under any Credit Document, the Agent shall
in all cases be fully justified in failing or refusing to act under the Credit
Documents unless it shall have received further assurances to its satisfaction
by the Banks of their indemnification obligations under Section 12.7 against any
and all liability and expense which may be incurred by it by reason of taking or
continuing to take any such action.

                  (b)      For purposes of determining compliance with the
conditions specified in Sections 7.1, 7.2 and 7.3, each Bank shall be deemed to
have consented to, approved or accepted or to be satisfied with each document or
other matter required thereunder to be consented to or approved by or acceptable
or satisfactory to the Banks unless an officer of the Agent responsible for the
transactions contemplated by the Credit Documents shall have received actual
notice from the Bank prior to the initial Borrowing specifying its objection
thereto and either such objection shall not have been withdrawn by notice to the
Agent to that effect or the Bank shall not have made available to the Agent the
Bank's ratable portion of such Borrowing.

         12.5     Notice of Default. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default, except
with respect to defaults in the payment of principal, interest and fees due to
the Agent for the account of the Banks, unless the Agent shall have received
written notice from a Bank or the Company or any Obligor referring to this
Agreement, describing such Default or Event of Default and stating that such
notice is a "notice of default". In the event that the Agent receives such a
notice, the Agent shall give prompt notice thereof to the Banks. The Agent shall
take such action with respect to such Default or Event of Default as shall be
requested by the Required Banks in accordance with Article XII; provided,
however, that unless and until the Agent shall have received any such request,
the Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Banks, and shall be fully protected
under Section 12.7 for such action or inaction.

         12.6     Credit Decision. Each Bank expressly acknowledges that neither
the Agent nor any of its affiliates nor any officer, director, employee, agent,
attorney-in-fact of any of them has made any representation or warranty to it
and that no act by the Agent, the Syndication Agent, the Book Runner or the Lead
Arranger hereafter taken, including any review of the affairs of the Company and
its Subsidiaries or any Obligor shall be deemed to constitute any representation
or warranty by any of the Agent, the Syndication Agent, the Book Runner or the
Lead Arranger to any Bank. Each Bank represents to the Agent, the Syndication
Agent, the Book Runner or the Lead Arranger that it has, independently and
without reliance upon the Agent, the Syndication Agent, the Book

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Runner or the Lead Arranger, 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 Company and its Subsidiaries and made its own decision
to enter into this Agreement and extend credit to the Obligors. Each Bank also
represents that it will, independently and without reliance upon the Agent, the
Syndication Agent, the Book Runner or the Lead Arranger, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit analysis, appraisals and decisions in taking or not taking
action under this Agreement and the other Credit 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 Company and its Subsidiaries or any Obligor. Except for
notices, reports and other documents expressly required to be furnished to the
Banks by the Agent hereunder, none of the Agent, the Syndication Agent, the Book
Runner or the Lead Arranger shall not have any duty or responsibility to provide
any Bank with any credit or other information concerning the business,
prospects, operations, property, financial and other condition or
creditworthiness of the Company and its Subsidiaries or any Obligor which may
come into the possession of the Agent, the Syndication Agent, the Book Runner or
the Lead Arranger, or any of their respective officers, directors, employees,
agents, attorneys-in-fact or Affiliates.

         12.7     INDEMNIFICATION BY BANKS. THE BANKS AGREE TO INDEMNIFY the
Agent, THE SYNDICATION AGENT, the Book Runner or the Lead Arranger (TO THE
EXTENT NOT REIMBURSED BY OR ON BEHALF OF AN OBLIGOR AND WITHOUT LIMITING THE
OBLIGATION OF THE OBLIGORS TO DO SO), RATABLY ACCORDING TO THEIR PERCENTAGE
SHARES, FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES,
PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY
KIND WHATSOEVER WHICH MAY AT ANY TIME (INCLUDING AT ANY TIME FOLLOWING THE
REPAYMENT OF THE LOANS) BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST the
Agent, the syndication agent, the Book Runner or the Lead Arranger IN ANY WAY
RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR ANY
DOCUMENT CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY OR ANY ACTION TAKEN OR OMITTED BY THE AGENT UNDER
OR IN CONNECTION WITH ANY OF THE FOREGOING; WHETHER OR NOT ANY OF THE FOREGOING
SPECIFIED IN THIS SECTION 12.7 ARISES FROM THE SOLE OR CONCURRENT NEGLIGENCE OF
the Agent, the syndication agent, the Book Runner or the Lead Arranger,
PROVIDED, HOWEVER, THAT NO BANK SHALL BE LIABLE FOR THE PAYMENT TO THE AGENT OF
ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES,
ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS RESULTING FROM THE
AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WITHOUT LIMITATION OF THE
FOREGOING, EACH BANK SHALL REIMBURSE THE AGENT PROMPTLY UPON DEMAND FOR ITS

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RATABLE SHARE OF ANY COSTS OR OUT-OF-POCKET EXPENSES (INCLUDING FEES AND
EXPENSES OF COUNSEL AND THE ALLOCATED COST OF IN-HOUSE COUNSEL TO THE EXTENT
PERMITTED BY LAW) INCURRED BY THE AGENT IN CONNECTION WITH THE PREPARATION,
EXECUTION, DELIVERY, ADMINISTRATION, MODIFICATION, AMENDMENT OR ENFORCEMENT
(WHETHER THROUGH NEGOTIATIONS, LEGAL PROCEEDINGS OR OTHERWISE) OF, OR LEGAL
ADVICE IN RESPECT OF RIGHTS OR RESPONSIBILITIES UNDER, THIS AGREEMENT, ANY OTHER
CREDIT DOCUMENT, OR ANY DOCUMENT CONTEMPLATED BY OR REFERRED TO IN THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT TO THE EXTENT THAT THE AGENT IS NOT
REIMBURSED FOR SUCH EXPENSES BY OR ON BEHALF OF ANY OBLIGOR. IF THE ISSUE OF THE
OBLIGORS' LIABILITY HAS NOT YET BEEN RESOLVED, OR IS IN DISPUTE, OR IF SUCH
LIABILITY HAS NOT YET BEEN SATISFIED, EACH BANK SHALL NONETHELESS ADVANCE TO THE
AGENT (AS SECURITY FOR SUCH BANK'S OBLIGATIONS PURSUANT TO THIS SECTION 12.7,
AND NOT IN PAYMENT OF ITS OBLIGATION) ON DEMAND ITS PERCENTAGE SHARE OF ANY
FUNDS OWED BY THE OBLIGORS AND/OR REQUIRED TO BE ADVANCED BY THE BANKS BY THE
TERMS OF THIS SECTION 12.7 WERE THE QUESTION OF THE OBLIGORS' LIABILITY TO BE
RESOLVED AGAINST THE AGENT AND THE BANKS; PROVIDED, HOWEVER, THAT ANY FUNDS SO
ADVANCED BY A BANK SHALL BE RETURNED TO IT, WITHOUT INTEREST, WHEN, IF AND TO
THE EXTENT THAT THE OBLIGORS MAKE ANY REQUIRED REIMBURSEMENT TO AGENT. THE
OBLIGATIONS OF THE BANKS UNDER THIS SECTION 12.7 SHALL SURVIVE THE TERMINATION
OF THIS AGREEMENT.

         12.8     Individual Capacity. CLNY (and any successor acting as Agent)
and CIBC Inc. (and any successor acting as Syndication Agent) and their
respective Affiliates may make loans to, issue letters of credit for the account
of, accept deposits from and generally engage in any kind of business with the
Company and its Subsidiaries as though CLNY and CIBC Inc. were not the Agent and
the Syndication Agent, respectively, under this Agreement and the other Credit
Documents, and it may accept fees and other consideration from the Company, any
other Obligor or their Affiliates (in addition to the fees heretofore agreed to
between the Company and the Agent and its Affiliates) for services in connection
with this Agreement or otherwise, all without having to account for the same to
the Banks. With respect to its Loans and any Letters of Credit issued by it,
each of CLNY and CIBC Inc. (and any of their successors acting as Agent and
Syndication Agent) shall have the same rights and powers under this Agreement
and the other Credit Documents as any other Bank and may exercise the same as
though CLNY were not the Agent or CIBC Inc. were not the Syndication Agent, as
the case may be, and the terms "Bank" and "Banks" shall include each of CLNY and
CIBC Inc. in its individual capacity.

         12.9     Successor Agent. The Agent may, and at the request of the
Required Banks shall, resign as Agent upon 30 days' notice to the Banks. If the
Agent shall resign as Agent under this Agreement and the other Credit Documents,
the Required Banks shall

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appoint a successor agent for the Banks which successor agent shall be subject
to approval by the Company, which approval will not unreasonably be withheld or
delayed. If no successor Agent is appointed prior to the effective date of the
resignation of the Agent, the Agent shall appoint, after consulting with the
Banks and the Company, a successor agent. Upon the acceptance of its appointment
as successor agent under this Agreement and the other Credit Documents, such
successor agent shall succeed to all the rights, powers and duties of the
retiring Agent, and the retiring Agent shall be discharged from its duties,
obligations and liabilities as Agent under the Credit Documents. After any
retiring Agent's resignation as Agent, the provisions of this Article XII and
Sections 13.4 and 13.5 shall continue to inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under this Agreement and
the other Credit Documents. Any successor Agent shall be a bank or financial
institution which has an office in the United States and a combined capital and
surplus of at least $250,000,000 and with its deposits insured by the FDIC.

         12.10    Collateral Matters.

                  (a)      The Agent is authorized on behalf of all the Banks,
without the necessity of any notice to or further consent from the Banks, from
time to time, to take any action with respect to any Collateral or Security
Documents which may be necessary to perfect and maintain perfected the security
interest in and Liens upon the Collateral granted pursuant to the Security
Documents. The Agent is further authorized on behalf of all the Banks, without
the necessity of any notice to or further consent from the Banks, from time to
time, to take any action in exigent circumstances as may be reasonably necessary
to preserve any rights or privileges of the Banks under the Credit Documents or
applicable law.

                  (b)      The Banks irrevocably authorize the Agent, at its
option and in its discretion, to release any Lien granted to or held by the
Agent upon any Collateral (i) upon termination of the Commitments and payment in
full of all Loans and expiration of the Letters of Credit and all other
Obligations payable under this Agreement and under any other Credit Document;
(ii) constituting property sold or to be sold or disposed of as part of or in
connection with any disposition permitted under this Agreement or the other
Credit Documents; (iii) constituting property in which the Company or any
Subsidiary of the Company owned no interest at the time the Lien was granted or
at any time thereafter; (iv) constituting property leased to the Company or any
Subsidiary of the Company under a lease which has expired or been terminated in
a transaction permitted under this Agreement or is about to expire and which has
not been, and is not intended by the Company or such Subsidiary to be, renewed
or extended; (v) consisting of an instrument evidencing Indebtedness or other
debt instrument, if the indebtedness evidenced thereby has been paid in full; or
(vi) if approved, authorized or ratified in writing by the Required Banks or all
the Banks, as the case may be, as provided in Section 13.1(g). Upon request by
the Agent at any time, the Banks will confirm in writing the Agent's authority
to release particular types or items of Collateral pursuant to this Section
12.10(b).

                                  ARTICLE XIII
                                  MISCELLANEOUS

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         13.1     Amendments and Waivers. No amendment or waiver of any
provision of this Agreement or any other Credit Document and no consent with
respect to any departure by any Obligor therefrom shall be effective unless the
same shall be in writing and signed by the Required Banks, and then such waiver
shall be effective only in the specific instance and for the specific purpose
for which given; provided, however, that no such waiver, amendment, or consent
shall, unless in writing and signed by all the Banks, do any of the following:

                  (a)      increase the Total Commitment, or increase the
Commitment of any Bank without such Bank's consent or subject any Bank to any
additional obligations without such Bank's consent;

                  (b)      postpone or delay any date fixed for any payment of
principal, interest, fees or other amounts due under this Agreement or any other
Credit Document;

                  (c)      reduce the principal of, or the rate of interest on
any Loan, any Letter of Credit Obligation or of any fees or other amounts
payable under this Agreement or any other Credit Document;

                  (d)      change the percentage of the Commitments or of the
aggregate unpaid principal amount of the Loans or Letter of Credit Obligations
which shall be required for the Banks or any of them to take any action under
this Agreement or any other Credit Document;

                  (e)      release any Guarantor from all or substantially all
of its Obligations under Article XI;

                  (f)      amend this Section 13.1 or Section 5.9; or

                  (g)      release all or substantially all of the Collateral
except as otherwise provided in the Security Documents or except where the
consent of the Required Banks only is specifically provided for; and, provided
further, that no amendment, waiver or consent shall, unless in writing and
signed by the Agent in addition to the Required Banks, (x) affect the rights or
duties of the Agent under this Agreement or any other Credit Document, (y)
modify any Event of Default, or (z) modify the provisions governing the
calculation of the Net Borrowing Base.

         13.2     Notices. All notices, requests and other communications
provided for in this Agreement or any other Credit Document shall be in writing
(including telegraphic, telex, facsimile transmission or cable communication and
confirmed in original writing) and mailed, telegraphed, telexed, telefaxed,
cabled or delivered:

                  (a)      if to the Company, to its address specified on Annex
B;

                  (b)      if to any Obligor other than the Company, to the
Company;

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                  (c)      if to any Bank, to its Domestic Lending Office; and

                  (d)      if to the Agent, to its address specified on Annex C;

or, if to the Company or the Agent, to such other address as shall be designated
by such Party in a written notice to the other Parties, and as to each other
Party at such other address as shall be designated by such Party in a written
notice to the Company and the Agent. All such notices and communications shall
be effective (i) if mailed, on the fifth day after being deposited in the United
States Postal Service, (ii) on the next day after being delivered to a service
for overnight delivery, (iii) if telegraphed, telecopied, cabled or telexed, on
the day delivered to the telegraph company, transmitted by telecopier, confirmed
by telex answerback or delivered to the cable company, respectively, or (iv) if
delivered, upon delivery, except that notices pursuant to Article II or X shall
not be effective until received by the Agent. Actual notice shall always be
effective.

         13.3     No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of any Agent or any Bank, any right, remedy,
power or privilege under this Agreement or any other Credit Document shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege under this Agreement or any other Credit
Document preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. The rights, remedies, powers and
privileges provided in this Agreement and the other Credit Documents are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.

         13.4     Costs and Expenses. Each Obligor agrees:

                  (a)      to pay or reimburse the Agent on demand for all its
reasonable costs and expenses incurred in connection with the development,
preparation, delivery, administration and execution of, and any amendment,
supplement, waiver or modification to, this Agreement, any other Credit Document
and any other documents prepared in connection herewith or therewith, and the
consummation of the transactions contemplated hereby and thereby, including the
reasonable costs and expenses of counsel to the Agent (and the reasonable
allocated cost of internal counsel, to the extent permitted by law) with respect
thereto;

                  (b)      to pay or reimburse each Bank, the Issuing Bank, the
Agent, the Syndication Agent, the Book Runner or the Lead Arranger on demand for
all reasonable costs and expenses incurred by them in connection with the
enforcement or preservation of any rights (including in connection with any
"workout" or restructuring regarding the Loans or Letters of Credit) under this
Agreement, any other Credit Document, and any such other documents, including
reasonable fees and expenses of counsel (and the reasonable allocated cost of
internal counsel) to each of them; and

                  (c)      to pay or reimburse the Agent on demand for all
reasonable appraisal, audit, search and filing fees, incurred or sustained by
the Agent in connection with the matters referred to under paragraphs (a) and
(b) above.

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         13.5     Indemnity.

                  (a)      EACH OBLIGOR SHALL PAY, INDEMNIFY, AND HOLD EACH
BANK, EACH ISSUING BANK, the Agent, THE SYNDICATION AGENT, the Book Runner or
the Lead Arranger, AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS AND ATTORNEYS-IN-FACT (EACH, AN "INDEMNIFIED PERSON") HARMLESS
FROM AND AGAINST ANY AND ALL LIABILITIES, ENVIRONMENTAL CLAIMS, OBLIGATIONS,
LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, CHARGES, EXPENSES
OR DISBURSEMENTS (INCLUDING REASONABLE FEES AND EXPENSES OF COUNSEL AND THE
REASONABLE ALLOCATED COST OF INTERNAL COUNSEL) OF ANY KIND OR NATURE WHATSOEVER
WITH RESPECT TO THE EXECUTION, DELIVERY, ENFORCEMENT, PERFORMANCE AND
ADMINISTRATION OF THIS AGREEMENT AND ANY OTHER CREDIT DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREIN AND THEREIN, AND WITH RESPECT TO ANY
INVESTIGATION, LITIGATION OR PROCEEDING RELATED TO THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT OR THE LOANS OR LETTERS OF CREDIT OR THE USE OF THE PROCEEDS
THEREOF, WHETHER OR NOT ANY INDEMNIFIED PERSON IS A PARTY THERETO (ALL THE
FOREGOING, COLLECTIVELY, THE "INDEMNIFIED LIABILITIES"), WHETHER OR NOT ANY OF
THE FOREGOING SPECIFIED IN THIS SECTION 13.5 ARISES FROM THE SOLE OR CONCURRENT
NEGLIGENCE OF ANY INDEMNIFIED PERSON; PROVIDED, THAT THE OBLIGORS SHALL HAVE NO
OBLIGATION UNDER THIS SECTION 13.5 TO ANY INDEMNIFIED PERSON WITH RESPECT TO
INDEMNIFIED LIABILITIES WHICH ARE DETERMINED IN A FINAL JUDGMENT BY A COURT OF
COMPETENT JURISDICTION TO HAVE RESULTED FROM THE GROSS NEGLIGENCE, BAD FAITH OR
WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PERSON. THE AGREEMENTS IN THIS SECTION
13.5 SHALL SURVIVE REPAYMENT OF ALL OTHER OBLIGATIONS AND THE TERMINATION OF
THIS AGREEMENT.

                  (b)      No action taken by legal counsel chosen by any
Indemnified Person in defending against any such investigation, litigation or
proceeding or in any requested remedial, removal or response action shall
vitiate or any way impair the Obligors' obligation and duty under this Agreement
to indemnify and hold harmless each Indemnified Person as provided hereunder.

                  (c)      In no event shall any site visit, observation, or
testing by any Indemnified Person be a representation that Hazardous Materials
are or are not present in, on, or under any property or facility owned,
operated, leased or controlled by any of the Obligors or any of their
Subsidiaries or that there has been or shall be compliance with any Legal
Requirement pertaining to Hazardous Materials or any other applicable Legal
Requirement. No Obligor nor any other Person is entitled to rely on any site
visit, observation, or testing by any Indemnified Person. No Indemnified Person
owes any duty of care to protect any Obligor or any other Person against, or to
inform any Obligor or any other Person of, any Hazardous Materials or any other
adverse condition affecting

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any property or facility owned, operated, leased or controlled by any Obligor or
any Subsidiary of any Obligor. No Indemnified Person shall be obligated to
disclose to any Obligor or any other Person any report or findings made as a
result of, or in connection with, any site visit, observation, or testing by any
Indemnified Person.

         13.6     Successors and Assigns. The provisions of this Agreement and
the other Credit Documents shall be binding upon and inure to the benefit of the
Parties and their respective successors and assigns, except that no Obligor (as
a Borrower or as a Guarantor) may assign or transfer any of its rights or
obligations under this Agreement or any other Credit Document without the prior
written consent of each Bank.

         13.7     Assignments, Participations, Etc.

                  (a)      Any Bank may, with the written consent of the Company
(provided no Default shall have occurred and be continuing, and provided further
that such consent shall not be required for assignments by the Agent concluded
prior to delivery from the Agent to the Company of written notice that the
primary syndication of the facility is closed), the Agent and each Issuing Bank,
which in each case shall not be unreasonably withheld or delayed, at any time
assign and delegate to one or more Eligible Assignees (each of such Eligible
Assignees, an "Assignee") all or any part of the Loans, the Letter of Credit
Obligations or the Commitments or any other rights or obligations of such Bank
under this Agreement and the other Credit Documents in a minimum amount of Five
Million Dollars ($5,000,000); provided that after giving effect to any such
partial assignment, the remaining Commitment of the assigning Bank and its
retained rights or obligations under this Agreement and the other Credit
Documents shall be in a minimum amount of Five Million Dollars ($5,000,000); and
provided further, however, that the Obligors and the Agent shall be entitled to
continue to deal solely and directly with such Bank in connection with the
interests so assigned to an Assignee until (i) written notice of such
assignment, together with payment instructions, addresses and related
information with respect to the Assignee, shall have been given to the Company
and the Agent by such Bank and the Assignee and (ii) such Bank and its Assignee
shall have delivered to the Company and the Agent an Assignment and Assumption
in the form of Exhibit N (an "Assignment and Assumption"), together with any
Note or Notes subject to such assignment; and (iii) a processing fee of Three
Thousand Five Hundred Dollars ($3,500) shall have been paid to the Agent by the
Assignee.

                  (b)      From and after the date that the Agent notifies the
assignor Bank that it has received the Assignment and Assumption, (i) the
Assignee thereunder shall be a party to this Agreement and, to the extent that
rights and obligations under this Agreement and the other Credit Documents have
been assigned to it pursuant to such Assignment and Assumption, shall have the
rights and obligations of a Bank under the Credit Documents, and (ii) the
assignor Bank shall, to the extent that rights and obligations under this
Agreement and the other Credit Documents have been assigned by it pursuant to
such Assignment and Assumption, relinquish its rights and be released from its
obligations under the Credit Documents.

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                  (c)      Immediately upon each Assignee's making its payment
under the Assignment and Assumption, this Agreement shall be deemed to be
amended to the extent, but only to the extent, necessary to reflect the addition
of the Assignee and the resulting adjustment of the Commitments arising
therefrom. The Commitments allocated to each Assignee shall reduce such
Commitments of the assigning Bank pro tanto.

                  (d)      Any Bank may, with the written consent of the
Company, which shall not be unreasonably withheld or delayed, at any time sell
to one or more banks or other entities (a "Participant") participating interests
in any Loans, any Letter of Credit Obligations, the Commitments of that Bank or
any other interest of that Bank under this Agreement and the other Credit
Documents; provided, however, that (i) the Bank's obligations under this
Agreement and the other Credit Documents shall remain unchanged, (ii) the Bank
shall remain solely responsible for the performance of such obligations, (iii)
the Obligors and the Agent shall continue to deal solely and directly with the
Bank in connection with the Bank's rights and obligations under this Agreement
and the other Credit Documents, and (iv) no Bank shall transfer or grant any
participating interest under which the Participant shall have rights to approve
any amendment to, or any consent or waiver with respect to this Agreement or any
other Credit Document except to the extent such amendment, consent or waiver
would require unanimous consent as described in the first proviso to Section
13.1. In the case of any such participation, the Participant shall not have any
rights under this Agreement or any of the other Credit Documents, and all
amounts payable by any Obligor under the Credit Documents shall be determined as
if such Bank had not sold such participation, except that each Obligor agrees
that if amounts outstanding under this Agreement or any other Credit Document
are due and unpaid, or shall have been declared or shall have become due and
payable upon the occurrence of an Event of Default, each Participant shall have
the right of set-off in respect of its participating interest in amounts owing
under this Agreement and the other Credit Documents to the same extent as if the
amount of its participating interest were owing directly to it as a Bank under
this Agreement and the other Credit Documents.

                  (e)      Notwithstanding any other provision set forth in this
Agreement, any Bank may at any time create a security interest in all or any
portion of its rights under this Agreement (including the Loans owing to it and
any Note payable to it) in favor of any Federal Reserve Bank in accordance with
Regulation A of the Federal Reserve Board of the United States or any other
applicable law or regulation.

         13.8     Confidentiality. The Agent and each Bank agree:

                  (a)      to use the same level of precaution as is used to
protect their own valuable confidential information to keep any information
delivered or made available to it by any Obligor or by the Agent on behalf of
any Obligor (including any information obtained pursuant to Section 8.1)
(collectively, the "Information") confidential from anyone other than Persons
entitled or permitted to receive the same pursuant to this Section 13.8;

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                  (b)      not to use the Information other than for the
purposes of evaluating, structuring, negotiating, documenting, syndicating,
participating, administering, performing and enforcing the Credit Documents and
Obligations of the Obligors and conducting due diligence activities with respect
to the Obligors and their Subsidiaries;

                  (c)      to inform their respective directors, officers,
employees, agents, auditors, legal counsel, internal analysts, compliance
personnel and other representatives (collectively, the "representatives") of the
confidential nature of the Information and to be responsible for any violation
of this Section 13.8 by any of their respective representatives;

                  (d)      not to engage in any securities transactions relating
to the Company's securities in violation of the restrictions imposed on it by
applicable federal securities laws, or to assist others in doing so
(understanding that trading in the Company's securities while in possession of
the Information could under certain circumstances constitute such a violation);
and

                  (e)      in the event it is requested or required in a legal
or administrative proceeding by subpoena, civil investigative demand,
interrogatories, requests for information or other similar process to disclose
any of the Information, to (unless prohibited from doing so) provide the Company
with prompt notice of such request(s) so that the Company may seek an
appropriate protective order and/or waive compliance with this Section 13.8;

provided, however, that nothing in this Section 13.8 shall prevent the Agent,
any Bank, any representative of the Agent or any Bank or any Transferee (as
defined below) from disclosing the Information (i) to any other Bank, (ii)
pursuant to subpoena or upon the order of any Governmental Authority or as
required by any applicable Legal Requirement, (iii) upon the request or demand
of any regulatory agency or authority having jurisdiction over the Agent or such
Bank, (iv) which is or becomes generally available to the public, other than as
a result of a violation of this Section 13.8 by the Agent, any Bank or any
representative of the Agent or any Bank, (v) to the extent reasonably required
in connection with any litigation to which the Agent, any Bank, or their
respective Affiliates or representatives may be a party, (vi) to the extent
reasonably required in connection with the exercise of any remedy hereunder or
under any other Credit Document, at law or in equity, or (vii) to the Agent's or
such Bank's representatives.

The Company and each other Obligor, for themselves and their Subsidiaries,
irrevocably authorize the Agent, each Bank, and their respective representatives
to disclose to any Participant or Assignee (each, a "Transferee"), to any such
Transferee's representatives, to any prospective Transferee and to the
representatives of any prospective Transferee such financial and other
information concerning the Company and its Subsidiaries which has been or may at
any time be delivered to the Agent or any Bank or any such representative
pursuant to this Agreement or any other Credit Document or which has been or may
at any time be delivered to the Agent or any Bank or any such representative

                                      130
<PAGE>

by the Company or any of its Subsidiaries or any representative of the Company
or any of its Subsidiaries; provided that such Transferee agrees to keep such
information confidential to the same extent required of the Banks under this
Agreement and the other Credit Documents.

The Company shall be entitled to equitable relief by way of injunction if the
Agent, any Bank or any representative of the Agent or any Bank breached or
threatens to breach any of the provisions of this Section 13.8.

         13.9     Set-off. In addition to any rights and remedies of the Banks
provided by law, upon the occurrence and during the continuation of any Event of
Default each Bank is hereby authorized at any time and from time to time,
without prior notice to any Obligor, any such notice being expressly WAIVED by
each Obligor to the fullest extent permitted by applicable law, to set-off and
apply any and all deposits (general or special, time or demand, provisional or
final) at any time held and other indebtedness at any time owing by such Bank to
or for the credit or the account of the Obligors or any of them against any and
all Obligations of the Obligors or any of them now or hereafter existing under
this Agreement or any other Credit Document and any Loan held by such Bank,
including Obligations of the Obligors as Guarantors under Article XI,
irrespective of whether the Agent or such Bank shall have made demand under this
Agreement or any other Credit Document and although such Obligations may be
contingent or unmatured. Each Bank agrees promptly to notify the Company and the
Agent after any such set-off and application made by the Bank; provided,
however, that the failure to give such notice shall not affect the validity of
such set-off and application. The rights of each Bank under this Section 13.9
are in addition to the other rights and remedies (including other rights of
set-off) which such Bank may have.

         13.10    Limitation of Interest. The Obligors and the Banks intend to
strictly comply with all applicable laws, including applicable usury laws.
Accordingly, the provisions of this Section 13.10 shall govern and control over
every other provision of this Agreement or any other Credit Document which
conflicts or is inconsistent with this Section 13.10, even if such provision
declares that it controls. As used in this Section 13.10, the term "interest"
includes the aggregate of all charges, fees, benefits or other compensation
which constitute interest under applicable law; provided, that, to the maximum
extent permitted by applicable law, (a) any non-principal payment shall be
characterized as an expense and not as interest, and (b) all interest at any
time contracted for, reserved, charged or received shall be amortized, prorated,
allocated and spread, in equal parts during the full term of the Obligations. In
no event shall any Obligor or any other Person be obligated to pay, or the Agent
or any Bank have any right or privilege to reserve, receive or retain, any
interest in excess of the maximum amount of nonusurious interest permitted under
applicable law. None of the terms and provisions contained in this Agreement or
in any other Credit Document which directly or indirectly relate to interest
shall ever be construed without reference to this Section 13.10, or be construed
to create a contract to pay interest at a rate in excess of the maximum
nonusurious rate permitted by applicable law. If for any reason any Bank at any
time, including the stated maturity, is owed or receives (and/or has received)
interest in excess of interest calculated at the maximum nonusurious rate
permitted by applicable law, then and in any such event

                                      131
<PAGE>

all of any such excess interest shall be cancelled automatically as of the date
of such acceleration, prepayment or other event which produces the excess, and,
if such excess interest has been paid to such Bank, it shall be credited pro
tanto against the then-outstanding principal balance of the Obligations to such
Bank, effective as of the date or dates when the event occurs which causes it to
be excess interest, until such excess is exhausted or all of such principal has
been fully paid and satisfied, whichever occurs first, and any remaining balance
of such excess shall be promptly refunded to its payor.

         13.11    Notification of Addresses, Lending Offices, Etc. Each Bank
shall notify the Agent in writing of any changes in the address to which notices
to the Bank should be directed, of addresses of its Eurodollar Lending Office
and its Domestic Lending Office, of payment instructions in respect of all
payments to be made to it under this Agreement or the other Credit Documents and
of such other administrative information as the Agent shall reasonably request.

         13.12    Counterparts. This Agreement and the other Credit Documents
may be executed by one or more of the parties to them in any number of separate
counterparts, each of which, when so executed, shall be deemed an original, and
all of said counterparts taken together shall be deemed to constitute but one
and the same agreement. Copies of this Agreement and each other Credit Document
signed by all Parties shall be lodged with the Company and the Agent.

         13.13    Severability. The illegality or unenforceability of any
provision of this Agreement or any other Credit Document or any instrument or
agreement required by this Agreement or any other Credit Document shall not in
any way affect or impair the legality or enforceability of the remaining
provisions of this Agreement or any other Credit Document or any instrument or
agreement required by this Agreement or any other Credit Document.

         13.14    Governing Law and Jurisdiction; Waivers and Releases.

                  (a)      THIS AGREEMENT AND EACH OTHER CREDIT DOCUMENT AND
EACH ISSUE ARISING HEREUNDER OR THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (EXCLUDING ITS CONFLICTS
OF LAWS PRINCIPLES), EXCEPT TO THE EXTENT PROVIDED IN SECTION 13.14(b) AND TO
THE EXTENT THAT THE FEDERAL LAWS OF THE UNITED STATES OF AMERICA MAY OTHERWISE
APPLY. THE PARTIES AGREE THAT THIS CHOICE OF NEW YORK LAW HAS BEEN MADE PURSUANT
TO SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.

                  (b)      NOTWITHSTANDING ANYTHING IN SECTION 13.14(a) TO THE
CONTRARY, NOTHING IN THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT SHALL BE DEEMED
TO CONSTITUTE A WAIVER OF ANY RIGHT WHICH the Agent, the SYNDICATION AGENT, the
Book Runner or the Lead Arranger, OR ANY OF THE BANKS MAY HAVE UNDER THE
NATIONAL BANK ACT OR OTHER APPLICABLE FEDERAL LAW.

                                      132
<PAGE>

                  (c)      ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE
OF NEW YORK LOCATED IN THE BOROUGH OF MANHATTAN OR OF THE UNITED STATES OF
AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF
THIS AGREEMENT, EACH PARTY TO THIS AGREEMENT HEREBY SUBMITS, FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, TO THE JURISDICTION OF THOSE COURTS. EACH PARTY TO THIS
AGREEMENT HEREBY 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 OTHER CREDIT DOCUMENT. EACH
PARTY TO THIS AGREEMENT WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR
OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.

                  (d)      EACH OF THE PARTIES TO THIS AGREEMENT HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED BY ANY CREDIT DOCUMENT.

                  (e)      Each Obligor has irrevocably appointed CT Corporation
System (the "Process Agent"), with an office on the date hereof at 111 Eighth
Ave., New York, New York, 10011, as its agent to receive on its behalf and on
behalf of its property service of copies of any summons or complaint or any
other process which may be served in any action. Such service may be made by
mailing or delivering a copy of such process to such Obligor in care of the
Process Agent at the Process Agent's above address, and each Obligor hereby
irrevocably authorizes and directs the Process Agent to accept such service on
its behalf. As an alternative method of service, each Obligor also irrevocably
consents to the service of any and all process in any such action or proceeding
by the mailing of copies of such process to it at the address specified for it
on the signature pages of this Agreement or in its Election to Participate.

                  (f)      Nothing in this Section 13.14 shall affect the right
of the Agent or any other Bank to serve legal process in any other manner
permitted by law or affect the right of the Agent or any other Bank to bring any
action or proceeding against any Obligor (as a Borrower or as a Guarantor) in
the courts of any other jurisdiction.

                  (g)      To the extent any Obligor has or hereafter may
acquire any immunity from jurisdiction of any court or from any legal process
(whether through service or notice, attachment prior to judgment, attachment in
aid of execution, execution or otherwise) with respect to itself or its
property, such Obligor hereby irrevocably WAIVES such immunity in respect of its
obligations under this Agreement and the other Credit Documents.

                                      133
<PAGE>

                  (h)      AS REGARDS THE SERVICE OF PROCESS, THE DISCOVERY
PROCESS, AND ANY JUDICIAL, QUASI-JUDICIAL, OR SIMILAR PROCEEDING, EACH OF THE
PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT
PERMITTED BY LAW, ALL PRIVILEGES, RIGHTS, AND LEGAL RESTRICTIONS BENEFITTING IT
THAT DO NOT ACCRUE TO SUCH PARTY (AND THAT WOULD NOT ACCRUE TO SUCH PARTY WERE
ALL RELEVANT CIRCUMSTANCES TO HAVE OCCURRED IN NEW YORK AMONG NEW YORK
RESIDENTS) UNDER THE LAWS OF NEW YORK (EXCLUDING ITS CONFLICTS OF LAWS RULES).
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PARTIES AGREE THAT, TO THE
EXTENT APPLICABLE LAW PERMITS WAIVER, ANY REQUIREMENTS OR LIMITATIONS IMPOSED
UNDER ANY OF THE HAGUE CONVENTION ON THE SERVICE ABROAD OF JUDICIAL AND
EXTRAJUDICIAL DOCUMENTS, THE HAGUE CONVENTION ON THE TAKING OF EVIDENCE ABROAD
IN CIVIL OR COMMERCIAL MATTERS, CANADIAN LAW OR PANAMANIAN LAW OR ANY OTHER
APPLICABLE LAW ARE WAIVED BY EACH PARTY.

                  (i)      To the extent, but only to the extent, such matters
relate to this Agreement or the other Credit Documents or the transactions
evidenced or contemplated by any of the foregoing, each of the Obligors (as a
Borrower and as a Guarantor) hereby releases, discharges and acquits forever the
Agent, the Banks and their respective officers, directors, trustees, agents,
employees and counsel (in each case, past, present or future) from any and all
Claims existing as of the date hereof (or the date of actual execution hereof by
the applicable person or entity, if later). As used herein, the term "Claim"
shall mean any and all liabilities, claims, defenses, demands, actions, causes
of action, judgments, deficiencies, interest, liens, costs or expenses
(including court costs, penalties, attorneys' fees and disbursements and amounts
paid in settlement) of any kind and character whatsoever, including claims for
usury, breach of contract, breach of commitment, negligent misrepresentation or
failure to act in good faith, in each case whether now known or unknown,
suspected or unsuspected, asserted or unasserted or primary or contingent, and
whether arising out of written documents, unwritten undertakings, course of
conduct, tort, violations of laws or regulations or otherwise.

         13.15    Construction. The Parties agree that this Agreement and the
other Credit Documents were negotiated agreements and accordingly no presumption
shall attach based on the identity of the drafting party.

         13.16    ENTIRE AGREEMENT. THIS AGREEMENT TOGETHER WITH THE OTHER
CREDIT DOCUMENTS EMBODIES THE ENTIRE AGREEMENT AND UNDERSTANDING AMONG THE
PARTIES TO IT AND SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS AGREEMENTS AND
UNDERSTANDINGS OF SUCH PERSONS, VERBAL OR WRITTEN, RELATING TO THE SUBJECT
MATTER HEREOF EXCEPT FOR THE FEE LETTER AND ANY PRIOR ARRANGEMENTS MADE WITH
RESPECT TO THE PAYMENT BY ANY OBLIGOR OF (OR ANY INDEMNIFICATION FOR) ANY FEES,
COSTS OR EXPENSES PAYABLE TO OR INCURRED (OR TO BE INCURRED) BY OR ON

                                      134
<PAGE>

BEHALF OF THE AGENT, THE SYNDICATION AGENT, THE ISSUING BANK, THE BANKS, the
Book Runner or the Lead Arranger.

         13.17    Conflict with Security Documents. The benefits, rights and
remedies of the Banks and Agent and the security contained in or provided for in
the Credit Documents are cumulative; provided, however, that if the provisions
of the other Credit Documents conflict with any provision of this Agreement,
this Agreement shall control to the extent of such conflict, unless the
applicable provisions of the other Credit Documents increase the rights of the
Banks and Agent, in which event the terms of the other Credit Documents shall
control.

         13.18    Termination. In the event that the Commitments have been
reduced to zero, no Letters of Credit are outstanding and all Loans and other
Obligations have been fully and finally paid, this Agreement shall terminate
(except for provisions expressly stated to survive any such termination), and
the Agent and the Banks shall, upon the request and at the cost and expense of
the Company, cause to be executed and delivered such releases of Collateral,
assignments or other documents or instruments to evidence such termination as
the Company shall reasonably request. For the purposes of this Section 13.18,
there shall be deemed to be no Letters of Credit outstanding if the Company
shall have taken the actions required by Section 10.3 (other than in connection
with a Default or Event of Default). Each Obligor agrees that if at any time all
or any part of any payment previously applied by any Bank to any Loan or other
Obligation is or must be returned by or recovered from such Bank for any legally
binding reason (including the order of any bankruptcy court), to the fullest
extent not prohibited by applicable law, the Credit Documents shall
automatically be reinstated to the same effect as if the prior application had
not been made, and, to the fullest extent not prohibited by applicable law, each
Obligor hereby agrees to indemnify each such payee against, and to save and hold
each such payee harmless from, any required return by or recovery from such
payee of any such payment because of its being deemed preferential under any
applicable Legal Requirement, or for any other reason.

         13.19    Currency Conversion. If any sum due from any Obligor under
this Agreement or any other Credit Document or in connection herewith or any
order or judgment given or made in relation to this Agreement or any other
Credit Document has to be converted from the currency (the "first currency") in
which the same is payable hereunder or under such order or judgment into another
currency (the "second currency") for the purpose of (a) making or filing a claim
of proof against any Obligor with any Governmental Authority or in any court or
tribunal; (b) obtaining an order or judgment in any court or other tribunal; or
(c) enforcing any order or judgment given or made in relation to this Agreement
or any other Credit Document, the equivalent of such first currency amount in
any second currency shall be calculated based on the spot rate for the purchase
of the first currency with the second currency quoted by CLNY in New York, New
York at approximately 10:00 a.m. on the date for such determination. The
Obligors shall jointly and severally indemnify and hold harmless each of the
Persons to whom such sum is due from and against any loss suffered as a result
of any discrepancy between (i) the rate of exchange used for such purpose to
convert the sum in question from the first currency into the second currency and
(ii) the rate or rates of exchange at which such

                                      135
<PAGE>

Person may in the ordinary course of business purchase the first currency with
the second currency upon receipt of a sum paid to it in satisfaction, in whole
or in part, of any such order, judgment, claim or proof. The foregoing indemnity
shall constitute a separate joint and several obligation of the Obligors
distinct from the Obligations and shall survive the giving or making of any
judgment or order in relation to all or any of the Obligations.

         13.20    No Obligations. Notwithstanding anything herein or in any
other Credit Document to the contrary, neither CLNY nor CIBC Inc. shall have any
duties, responsibilities, liabilities or obligations under this Agreement in
their respective capacities as Lead Arranger, Book Runner or Syndication Agent,
or any fiduciary or trustee relationship with any Bank, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or any other Credit Document or otherwise exist
against the Lead Arranger, Book Runner or Syndication Agent.

                                      136
<PAGE>

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

                                           OBLIGORS:

                                           WILLBROS GROUP, INC.

                                           By: /s/ Warren L. Williams
                                               ---------------------------------
                                           Name: Warren L. Williams
                                           Title: Senior Vice President

                                           WILLBROS U.S.A., INC.

                                           By: /s/ Warren L. Williams
                                               ---------------------------------
                                           Name: Warren L. Williams
                                           Title: Senior Vice President

                                           WILLBROS INTERNATIONAL, INC.

                                           By: /s/ Warren L. Williams
                                               ---------------------------------
                                           Name: Warren L. Williams
                                           Title: Vice President

                                           WILLBROS WEST AFRICA, INC.

                                           By: /s/ Warren L. Williams
                                               ---------------------------------
                                           Name: Warren L. Williams
                                           Title: Vice President

                                           WILLBROS (NIGERIA) LIMITED

                                           By: /s/ James K. Tillery
                                               ---------------------------------
                                           Name: James K. Tillery
                                           Title: Managing Director

                                           WILLBROS (OFFSHORE) NIGERIA LIMITED

                                           By: /s/ James K. Tillery
                                               ---------------------------------
                                           Name: James K. Tillery
                                           Title: Managing Director

                                           WILLBROS MIDDLE EAST, INC.

                                           By: /s/ Warren L. Williams
                                               ---------------------------------
                                           Name: Warren L. Williams
                                           Title: Vice President

            [Signature Page to Amended and Restated Credit Agreement]

<PAGE>

                                           WILLBROS RPI, INC.

                                           By: /s/ Warren L. Williams
                                               ---------------------------------
                                           Name: Warren L. Williams
                                           Title: Vice President

                                           CONSTRUCTORA CAMSA, C.A.

                                           By: /s/ Jim B. Brown
                                               ---------------------------------
                                           Name: Jim B. Brown
                                           Title: General Manager

                                           WILLBROS OPERATING SERVICES, INC.

                                           By: /s/ Kathy E. Alexander
                                               ---------------------------------
                                           Name: Kathy E. Alexander
                                           Title: Secretary

                                           WILLBROS ENERGY SERVICES COMPANY

                                           By: /s/ J. Kevin Neal
                                               ---------------------------------
                                           Name: J. Kevin Neal
                                           Title: President

                                           WILLBROS MARINE ASSETS, INC.

                                           By: /s/ Warren L. Williams
                                               ---------------------------------
                                           Name: Warren L. Williams
                                           Title: Vice President

                                           INTERNATIONAL PIPELINE EQUIPMENT,
                                           INC.

                                           By: /s/ Warren L. Williams
                                               ---------------------------------
                                           Name: Warren L. Williams
                                           Title: Vice President

                                           WILLBROS TRANSANDINA S.A.

                                           By: /s/ James K. Tillery
                                               ---------------------------------
                                           Name: James K. Tillery
                                           Title: President

                                           WILLBROS ENGINEERS, INC.

                                           By: /s/ Warren L. Williams
                                               ---------------------------------
                                           Name: Warren L. Williams
                                           Title: Treasurer

            [Signature Page to Amended and Restated Credit Agreement]

<PAGE>

                                           ESCA EQUIPMENT SERVICE C.A.

                                           By: /s/ Jim B. Brown
                                               ---------------------------------
                                           Name: Jim B. Brown
                                           Title: General Manager

                                           WILLBROS MSI CANADA INC.

                                           By: /s/ Warren L. Williams
                                               ---------------------------------
                                           Name: Warren L. Williams
                                           Title: Vice President

                                           WILLBROS CONSTRUCTORS, INC.

                                           By: /s/ Warren L. Williams
                                               ---------------------------------
                                           Name: Warren L. Williams
                                           Title: Vice President

                                           WILLBROS PACIFIC INDUSTRIAL ELECTRIC,
                                             INC.

                                           By: /s/ Warren L. Williams
                                               ---------------------------------
                                           Name: Warren L. Williams
                                           Title: Treasurer

                                           WILLBROS PROCESS ENGINEERING DESIGN,
                                             INC.

                                           By: /s/ Warren L. Williams
                                               ---------------------------------
                                           Name: Warren L. Williams
                                           Title: Treasurer

                                           WILLBROS PROCESS ELECTRIC AND
                                             CONTROL, INC.

                                           By: /s/ J. Kevin Neal
                                               ---------------------------------
                                           Name: J. Kevin Neal
                                           Title: President

                                           WILLBROS MT. WEST, INC.

                                           By: /s/ Pamela L. Reiland
                                               ---------------------------------
                                           Name: Pamela L. Reiland
                                           Title: Vice President

            [Signature Page to Amended and Restated Credit Agreement]

<PAGE>

                                           AGENT:

                                           CREDIT LYONNAIS NEW YORK BRANCH

                                           By: /s/ Philippe Soustra
                                               ---------------------------------
                                           Name: Philippe Soustra
                                           Title: Executive Vice President

                                           ISSUING BANK:

                                           CREDIT LYONNAIS NEW YORK BRANCH

                                           By: /s/ Philippe Soustra
                                               ---------------------------------
                                           Name: Philippe Soustra
                                           Title: Executive Vice President

                                           LEAD ARRANGER AND
                                           BOOK RUNNER:

                                           CREDIT LYONNAIS NEW YORK BRANCH

                                           By: /s/ Philippe Soustra
                                               ---------------------------------
                                           Name: Philippe Soustra
                                           Title: Executive Vice President

                                           SYNDICATION AGENT:

                                           CIBC INC.

                                           By: /s/ John P. Burke
                                               ---------------------------------
                                           Name: John P. Burke
                                           Title: Executive Director

            [Signature Page to Amended and Restated Credit Agreement]

<PAGE>

                                           BANKS:

                                           CREDIT LYONNAIS NEW YORK BRANCH

                                           By: /s/ Philippe Soustra
                                               ---------------------------------
                                           Name: Philippe Soustra
                                           Title: Executive Vice President

                                           ABU DHABI INTERNATIONAL BANK INC.

                                           By: /s/ David J. Young
                                               ---------------------------------
                                           Name: David J. Young
                                           Title: Vice President

                                           By: /s/ Nagy S. Kolta
                                               ---------------------------------
                                           Name: Nagy S. Kolta
                                           Title: Executive Vice President

                                           ARAB BANKING CORPORATION (B.S.C.)

                                           By: /s/ Tarek Sherlala
                                               ---------------------------------
                                           Name: Tarek Sherlala
                                           Title: Vice President

                                           By: /s/ Barbara Sanderson
                                               ---------------------------------
                                           Name: Barbara Sanderson
                                           Title: Vice President and Head of
                                                  Credit

                                           THE BANK OF NOVA SCOTIA

                                           By: /s/ N. Belc
                                               ---------------------------------
                                           Name: N. Belc
                                           Title:

                                           BANK OF TEXAS, N.A.

                                           By: /s/ H. Gale Smith, Jr.
                                               ---------------------------------
                                           Name: H. Gale Smith, Jr.
                                           Title: Senior Vice President

                                           CIBC INC.

                                           By: /s/ John P. Burke
                                               ---------------------------------
                                           Name: John P. Burke
                                           Title: Executive Director

            [Signature Page to Amended and Restated Credit Agreement]

<PAGE>

                                           COMMERCEBANK, N.A.

                                           By: /s/ Lance S. Ramesh
                                               ---------------------------------
                                           Name: Lance S. Ramesh
                                           Title: Assistant Vice President

                                           COMMERCEBANK, N.A.

                                           By: /s/ Francisco Rivero
                                               ---------------------------------
                                           Name: Francisco Rivero
                                           Title: Senior Vice President

                                           COMPASS BANK

                                           By: /s/ Collis G. Sanders
                                               ---------------------------------
                                           Name: Collis G. Sanders
                                           Title: Senior Vice President

                                           JPMORGAN CHASE BANK

                                           By: /s/ Joel J. Landis
                                               ---------------------------------
                                           Name: Joel J. Landis
                                           Title: Vice President

                                           NATEXIS BANQUES POPULAIRES

                                           By: /s/ Tim Polvado
                                               ---------------------------------
                                           Name: Tim Polvado
                                           Title: Vice President and Manager

                                           By: /s/ Renaud d'Herbes
                                               ---------------------------------
                                           Name: Renaud d'Herbes
                                           Title: Senior Vice President and
                                                  Regional Manager

                                           RZB FINANCE LLC

                                           By: /s/ Griselda Alvizo
                                               ---------------------------------
                                           Name: Griselda Alvizo
                                           Title: Vice President

                                           By: /s/ Hermine Kirolos
                                               ---------------------------------
                                           Name: Hermine Kirolos
                                           Title: Group Vice President

            [Signature Page to Amended and Restated Credit Agreement]

<PAGE>

                                           SOUTHWEST BANK OF TEXAS, N.A.

                                           By: /s/ Laura C. McWilliams
                                               ---------------------------------
                                           Name: Laura C. McWilliams
                                           Title: Senior Vice President

            [Signature Page to Amended and Restated Credit Agreement]
<PAGE>

                                   EXHIBIT A-1

                             FORM OF REVOLVING NOTE

                                 PROMISSORY NOTE

         [$_____________]                                      [_______], 200[_]

         FOR VALUE RECEIVED, __________________ ("Maker"), a
[__________________], promises to pay to the order of
______________________________________ ("Payee") at the Principal Office in New
York, New York, of Credit Lyonnais New York Branch acting as agent (including
its successors in such capacity, the "Agent") for Payee and the other lenders
(together with Payee, collectively referred to herein as the "Banks") which are
now or may hereafter become parties to the Credit Agreement referred to below,
or at such other place as the Agent may hereafter designate in writing, in
immediately available funds and in lawful money of the United States of America,
the principal sum of [_______________________________________] DOLLARS
([$_________]) (or the unpaid balance of all Revolving Loans made by Payee to
Maker, if that amount is less), on the dates and in the principal amounts
provided in the Credit Agreement referred to below, and to pay interest on the
unpaid principal balance of this Promissory Note (this "Note") from time to time
outstanding until maturity at the rates or rates established pursuant to the
terms of the Credit Agreement and interest on all past due accrued interest, in
accordance with Section 5.7 of the Credit Agreement.

         Interest on the amount of each Revolving Loan shall be computed on the
amount of such Revolving Loan from the date it is made to Maker.

         The principal of this Note shall be due and payable on the Maturity
Date. Accrued and unpaid interest shall be due and payable as provided in the
Credit Agreement. All payments shall be applied first to accrued interest, the
balance to principal.

         Subject to the provisions of the Credit Agreement, Maker may at any
time pay the full amount or any part of this note without payment of any premium
or fee. All prepayments shall be applied in accordance with the Credit
Agreement.

         The unpaid principal balance of this Note at any time shall be the
total of all Revolving Loans made to Maker by Payee less the sum of all
principal payments and prepayments made on this Note by or for the account of
Maker. All Revolving Loans and all payments and prepayments made hereon may be
endorsed by the holder of this Note on the schedule which is attached hereto
(and hereby made a part hereof for all purposes) or otherwise recorded in the
holder's records; provided, that any failure to make notation of (a) any
Revolving Loan shall not cancel, limit or otherwise affect Maker's obligations
or any holder's rights, or (b) any payment or prepayment of principal shall not
cancel, limit or otherwise affect Maker's entitlement to credit for that payment
as of the date received by the Agent.

         Subject to the provisions of the Credit Agreement, Maker may borrow,
repay and reborrow Revolving Loans so long as the total unpaid principal amount
thereof at any time

<PAGE>

outstanding does not exceed the lesser of (a) the face amount of this Note or
(b) the amount of Payee's Commitment, as determined from time to time in
accordance with the Credit Agreement.

         This Note is one of the Revolving Notes which has been issued pursuant
to the terms of that certain [Amended and Restated Credit Agreement (as may be
amended, modified, supplemented and restated, the "Credit Agreement") dated as
of March 12, 2004, among [Maker] [Willbros Group, Inc.] and the Designated
Subsidiaries from time to time; the financial institutions party thereto from
time to time (the "Banks"); Credit Lyonnais New York Branch, as a Bank, as
Issuing Bank, as administrative agent for the Banks (in such capacity, the
"Agent") and as Lead Arranger and Book Runner; and CIBC Inc., as Syndication
Agent] [Credit Agreement (as amended, modified, supplemented and restated, the
"Credit Agreement") dated as of June 14, 2002, among [Maker] [Willbros Group,
Inc.] and the Designated Subsidiaries from time to time; the financial
institutions party thereto from time to time (the "Banks"); Credit Lyonnais New
York Branch, as a Bank, as Issuing Bank, as administrative agent for the Banks
(in such capacity, the "Agent") and as Lead Arranger and Joint Book Runner; CIBC
World Markets Corp., as Joint Lead Arranger and Joint Book Runner; and Canadian
Imperial Bank of Commerce, as Syndication Agent], to which reference is made for
all purposes, and evidences Revolving Loans made by the Payee thereunder. This
Note is governed by and entitled to the benefits of the Credit Agreement. Any
term used in this Note and defined in the Credit Agreement that is not otherwise
defined in this note shall have the meaning ascribed to it in the Credit
Agreement.

         The occurrence of an Event of Default shall constitute default under
this Note, whereupon the Agent or the holder hereof shall be entitled to
exercise any or all rights, powers and remedies afforded (a) under the Credit
Documents and (b) by applicable law, including the right to accelerate the
maturity of this entire Note.

         If any holder of this Note retains an attorney in connection with any
such default or to collect, enforce or defend this note or any papers intended
to secure or guarantee it in any lawsuit or in any probate, reorganization,
bankruptcy or other proceeding, or if Maker sues any holder in connection with
this note or any such papers and does not prevail, Maker agrees to pay to each
such holder, in addition to principal and interest, all reasonable costs and
expenses incurred by such holder in trying to collect this note or in any such
suit or proceeding, including reasonable attorneys' fees.

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK (OTHER THAN ITS CONFLICTS OF LAW RULES).

                                           [NAME OF MAKER]
                                           a_______________________________

                                           By:__________________________________
                                           Name:________________________________
                                           Title:_______________________________

<PAGE>

                                   EXHIBIT A-2

                             FORM OF SWINGLINE NOTE

                                 PROMISSORY NOTE

$2,000,000                                                        March 12, 2004

         FOR VALUE RECEIVED, Willbros Group, Inc. ("Maker"), a corporation
organized and existing under the laws of Panama, promises to pay to the order of
Credit Lyonnais New York Branch ("Payee") at its office in New York, New York
specified in the Credit Agreement referred to below, or at such other place as
Payee may hereafter designate in writing, in immediately available funds and in
lawful money of the United States of America, the principal sum of Two Million
U.S. Dollars ($2,000,000) (or the unpaid balance of all Swingline Loans made by
Payee to Maker, if that amount is less), on the dates and in the principal
amounts provided in the Credit Agreement, and to pay interest on the unpaid
principal balance of this Promissory Note (this "Note") from time to time
outstanding until maturity at the rates or rates established pursuant to the
terms of the Credit Agreement and interest on all past due accrued interest, in
accordance with Section 5.7 of the Credit Agreement.

         Interest on the amount of each Swingline Loan shall be computed on the
amount of such Swingline Loan from the date it is made to Maker.

         Each Swingline Loan evidenced by this Note is due and payable on the
fifth Business Day following the making of such Swingline Loan, and any
outstanding principal of this Note shall be due and payable on the Maturity
Date. Accrued and unpaid interest shall be due and payable as provided in the
Credit Agreement. All payments shall be applied first to accrued interest, the
balance to principal.

         Subject to the provisions of the Credit Agreement, Maker may at any
time pay the full amount or any part of this note without payment of any premium
or fee. All prepayments shall be applied in accordance with the Credit
Agreement.

         The unpaid principal balance of this Note at any time shall be the
total of all Swingline Loans made to Maker by Payee less the sum of all
principal payments and prepayments made on this Note by or for the account of
Maker. All Swingline Loans and all payments and prepayments made hereon may be
endorsed by the holder of this Note on the schedule which is attached hereto
(and hereby made a part hereof for all purposes) or otherwise recorded in the
holder's records; provided, that any failure to make notation of (a) any
Swingline Loan shall not cancel, limit or otherwise affect Maker's obligations
or any holder's rights, or (b) any payment or prepayment of principal shall not
cancel, limit or otherwise affect Maker's entitlement to credit for that payment
as of the date received by the Agent.

         Subject to the provisions of the Credit Agreement, Maker may borrow,
repay and reborrow Swingline Loans so long as the total unpaid principal amount
thereof at any time outstanding does not exceed the face amount of this Note.

<PAGE>

         This Note is the Swingline Note which has been issued pursuant to the
terms of that certain Amended and Restated Credit Agreement dated as of March
12, 2004, among Maker and the Designated Subsidiaries from time to time; the
financial institutions from time to time parties thereto (the "Banks"); Credit
Lyonnais New York Branch, as a Bank, as Issuing Bank, as administrative agent
for the Banks (in such capacity, the "Agent") and as Lead Arranger and Book
Runner; and CIBC Inc., as Syndication Agent, which amends and restates in its
entirety the Credit Agreement dated as of June 14, 2002 (as further amended,
modified, supplemented and restated, the "Credit Agreement") and to which
reference is made for all purposes, and evidences Swingline Loans made by the
Payee thereunder. This Note is governed by and entitled to the benefits of the
Credit Agreement. Any term used in this Note and defined in the Credit Agreement
that is not otherwise defined in this note shall have the meaning ascribed to it
in the Credit Agreement.

         The occurrence of an Event of Default shall constitute default under
this Note, whereupon the Agent or the holder hereof shall be entitled to
exercise any or all rights, powers and remedies afforded (a) under the Credit
Documents and (b) by applicable law, including the right to accelerate the
maturity of this entire Note.

         If any holder of this Note retains an attorney in connection with any
such default or to collect, enforce or defend this note or any papers intended
to secure or guarantee it in any lawsuit or in any probate, reorganization,
bankruptcy or other proceeding, or if Maker sues any holder in connection with
this note or any such papers and does not prevail, Maker agrees to pay to each
such holder, in addition to principal and interest, all reasonable costs and
expenses incurred by such holder in trying to collect this note or in any such
suit or proceeding, including reasonable attorneys' fees.

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK (OTHER THAN ITS CONFLICTS OF LAW RULES).

                                           WILLBROS GROUP, INC.
                                           a Panamanian corporation

                                           ________________________________
                                           Name:
                                           Title:

<PAGE>

                                   EXHIBIT B-1

                          NOTICE OF REVOLVING BORROWING

                           [Letterhead of the Company]

                               ___________,_______

Credit Lyonnais New York Branch
  as the Agent
1301 Avenue of the Americas
New York, New York 10019
Attention:______________________

                Re:        Notice of Revolving Borrowing

         Ladies and Gentlemen:

         WILLBROS GROUP, INC. (the "Company") and the Designated Subsidiaries
from time to time (the Company and such Designated Subsidiaries collectively,
the "Obligors"); the several financial institutions from time to time
(collectively, the "Banks"); CREDIT LYONNAIS NEW YORK BRANCH, as a Bank, as
Issuing Bank, as agent for the Banks (the "Agent"), and as Lead Arranger and
Book Runner; and CIBC Inc., as Syndication Agent, are parties to that certain
Amended and Restated Credit Agreement dated as of March 12, 2004, which amends
and restated the Credit Agreement dated as of June 14, 2002 (as further amended,
modified, supplemented or restated, the "Credit Agreement"). Unless otherwise
specified herein, any term defined in the Credit Agreement and used in this
letter shall have the meaning ascribed to it in the Credit Agreement.

         The Company hereby irrevocably requests a Revolving Borrowing in the
amount of $__________, [INSERT AMOUNT EQUAL TO OR EXCEEDING $1,000,000 WHICH IS
A MULTIPLE OF $100,000]] for the account of _________________ [INSERT NAME OF
APPLICABLE BORROWER]. The Borrowing is to be made on ________________, ____ (the
"Funding Date"), [MUST BE A BUSINESS DAY AT LEAST 3 BUSINESS DAYS BEFORE
BORROWING COMPRISED OF EURODOLLAR LOANS]. No more than two Borrowings of Loans
have been requested by the Company on behalf of any Borrower for funding on the
Funding Date.

         The requested Revolving Borrowing is to be comprised of (check one): [
] Base Rate Loans, [ ] Eurodollar Rate Loans. If the Revolving Borrowing is to
be of Eurodollar Rate Loans, the applicable Interest Period is to be (check
one): [ ] one [ ] two [ ] three [ ] six months.

<PAGE>

         The proceeds of the Borrowing should be (check one): [ ] deposited in
the applicable Borrower's account with ________________________________________,
New York, New York, ABA#___________________________, account number
________________________, or [ ] applied toward the satisfaction of
Reimbursement Obligations payable by such Borrower.

         Since December 30, 2003, there has been no event, occurrence,
circumstance or condition which has had or which could reasonably be expected to
have a Material Adverse Effect. The proceeds of this Borrowing will be used for
purposes consistent with applicable law and the terms of the Credit Agreement.

         The undersigned represents and warrants that: (1) no Default or Event
of Default has occurred and is continuing under any Credit Document as of the
date hereof or will exist as a result of the requested Borrowing; (2) all
representations and warranties made in the Credit Documents are true and correct
in all material respects on the date hereof as if made on the date hereof; (3)
no event, occurrence, circumstance or condition has occurred which has had or
which could reasonably be expected to have a Material Adverse Effect since the
Closing Date; (4) the Company has timely complied with its reporting
requirements in Section 4.2 of the Credit Agreement, the most recent Borrowing
Base Certificate delivered by the Company is less than 30 days old, and no
material adverse change has occurred in the value of assets included in such
Borrowing Base since the date of its delivery; (5) after the making of the
requested Borrowing, (a) the Aggregate Exposure will not exceed the Total
Commitment currently in effect under the Credit Agreement, (b) the Borrowing
Base Exposure will not exceed the Net Borrowing Base, and (c) the aggregate
amount of outstanding Loans will not exceed the Loan Limit; (6) this Notice of
Borrowing is duly authorized in accordance with the named Borrower's
organizational documents and other relevant Legal Requirements; and (7) all
conditions in Article VII of the Credit Agreement have been satisfied.

         This letter is a Notice of Revolving Borrowing within the meaning of
the Credit Agreement and is a Credit Document. Thank you for your attention to
this matter.

                                        Very truly yours,

                                        WILLBROS GROUP, INC.

                                        By:_________________________________
                                        Name:_______________________________
                                        Title:______________________________

<PAGE>

                                   EXHIBIT B-2

                          NOTICE OF SWINGLINE BORROWING

                           [Letterhead of the Company]

                               ___________,_______

Credit Lyonnais New York Branch
  as the Swingline Bank
[address]
Attention:______________________

                Re:        Notice of Swingline Borrowing

         Ladies and Gentlemen:

         WILLBROS GROUP, INC. (the "Company") and the Designated Subsidiaries
from time to time (the Company and such Designated Subsidiaries collectively,
the "Obligors"); the several financial institutions from time to time parties
thereto (collectively, the "Banks"); CREDIT LYONNAIS NEW YORK BRANCH, as a Bank,
as Issuing Bank, as administrative as agent for the Banks (in such capacity, the
"Agent"), and as Lead Arranger and Book Runner; and CIBC Inc., as Syndication
Agent, are parties to that certain Amended and Restated Credit Agreement dated
as of March 12, 2004, which amends and restated the Credit Agreement dated as of
June 14, 2002 (as further amended, modified, supplemented or restated, the
"Credit Agreement"). Unless otherwise specified herein, any term defined in the
Credit Agreement and used in this letter shall have the meaning ascribed to it
in the Credit Agreement.

         The Company hereby irrevocably requests a Swingline Loan in the amount
of $_________ [INSERT AMOUNT EQUAL TO OR EXCEEDING $100,000 WHICH IS AN INTEGRAL
MULTIPLE OF $100,000] for the account of the Company. The Borrowing is to be
made on ________________, ____ (the "Funding Date") [IF FUNDING DATE IS THE DATE
OF NOTICE, NOTICE MUST BE SENT NO LATER THAN 3:00 P.M. HOUSTON TIME]. No more
than two Borrowings of Loans have been requested by the Company on behalf of any
Borrower for funding on the Funding Date.

         The proceeds of the Borrowing should be (check one): [ ] deposited in
the Company's account with _______________________________________,
ABA#___________________________, account number ________________________, or
paid to the Agent and applied toward the satisfaction of Reimbursement
Obligations payable by any Borrower.

<PAGE>

         Since December 30, 2003, there has been no event, occurrence,
circumstance or condition which has had or which could reasonably be expected to
have a Material Adverse Effect. The proceeds of this Borrowing will be used for
purposes consistent with applicable law and the terms of the Credit Agreement.

         The undersigned represents and warrants that: (1) no Default or Event
of Default has occurred and is continuing under any Credit Document as of the
date hereof or will exist as a result of the requested Borrowing; (2) all
representations and warranties made in the Credit Documents are true and correct
in all material respects on the date hereof as if made on the date hereof; (3)
no event, occurrence, circumstance or condition has occurred which has had or
which could reasonably be expected to have a Material Adverse Effect since the
Closing Date; (4) the Company has timely complied with its reporting
requirements in Section 4.2 of the Credit Agreement, the most recent Borrowing
Base Certificate delivered by the Company is less than 30 days old, and no
material adverse change has occurred in the value of assets included in such
Borrowing Base since the date of its delivery; (5) after the making of the
requested Borrowing, (a) the Aggregate Exposure will not exceed the Total
Commitment currently in effect under the Credit Agreement, (b) the Borrowing
Base Exposure will not exceed the Net Borrowing Base, and (c) the aggregate
amount of outstanding Loans will not exceed the Loan Limit; (6) this Notice of
Swingline Borrowing is duly authorized in accordance with the Company's
organizational documents and other relevant Legal Requirements; and (7) all
conditions in Article VII of the Credit Agreement have been satisfied.

         This letter is a Notice of Swingline Borrowing within the meaning of
the Credit Agreement and is a Credit Document. Thank you for your attention to
this matter.

                                       Very truly yours,

                                       WILLBROS GROUP, INC.

                                       By:____________________________________
                                       Name:__________________________________
                                       Title:_________________________________

<PAGE>

                                    EXHIBIT C

                        NOTICE OF CONVERSION/CONTINUATION

                           [Letterhead of the Company]

Credit Lyonnais New York Branch
as the Agent
1301 Avenue of the Americas
New York, New York 10019
Attention:_______________________

                Re:        Notice of Conversion/Continuation

         Ladies and Gentlemen:

         WILLBROS GROUP, INC. and the Designated Subsidiaries from time to time
(collectively, the "Borrowers"); the financial institutions from time to time
party thereto (collectively, the "Banks"); Credit Lyonnais New York Branch, as a
Bank, as Issuing Bank, as administrative agent for the Banks (in such capacity
the "Agent"), and as Lead Arranger and Book Runner; and CIBC Inc., as
Syndication Agent, are parties to that certain Amended and Restated Credit
Agreement dated as of March 12, 2004, which amends and restates the Credit
Agreement dated as of June 14, 2002 (as further amended, modified, supplemented
or restated, the "Credit Agreement"). Unless otherwise specified herein, any
term defined in the Credit Agreement and used herein shall have the meaning
ascribed to it in the Credit Agreement.

         In accordance with the Credit Agreement, the undersigned gives
irrevocable notice of a conversion or continuation.

         a.       Existing Revolving Loans to [INSERT NAME OF APPLICABLE
                  BORROWER]

                  i.       Type of Revolving Loans:

                           [ ]    Base Rate Loans
                           [ ]    Eurodollar Rate Loans

                  ii.      Amount of Revolving Loans: US$

                  iii.     Expiration of current Interest Period: ___________

                  iv.      Duration of current Interest Period:

                                    If the existing Revolving Loans are
                                    Eurodollar Rate Loans:

                                    [ ]   one month         [ ]    three months
                                    [ ]   two months        [ ]    six months

                  v.       In the case of a conversion, the estimated interest
                           prepayment due upon conversion:

<PAGE>

         b.       Proposed Conversion or Continuation

                  i.       Amount to be converted or continued: US$____________

                  ii.      Date new Interest Period is to be effective:_________

                  iii.     Type of Revolving Loans to be applicable (check one):

                           [ ]    Base Rate Loans
                           [ ]    Eurodollar Rate Loans

                  iv.      [ ] Interest Period (check one if the proposed
                           conversion or continuation is to Eurodollar Rate
                           Loans):

                                    [ ]   one month         [ ]    three months
                                    [ ]   two months        [ ]    six months

         Notwithstanding the date for which conversion or continuation is
requested above, the Agent may effectuate the conversion or continuation on the
next succeeding Interest Payment Date (except in the case of Base Rate Loans),
and the Agent is not required to effectuate any conversion or continuation if
the requested date or the next succeeding Interest Payment Date does not fall on
or before the following dates: (1) if the Revolving Loans are to be converted
into or continued as Eurodollar Rate Loans, three Business Days after the date
of this Notice of Conversion/Continuation and (2) if the Revolving Loans are to
be converted into or continued as Base Rate Loans, one Business Day after the
date of this Notice of Conversion/Continuation; provided, however, that the
foregoing deadlines are extended one Business Day if this Notice of
Conversion/Continuation is not received by the Agent on a Business Day or if
this Notice of Conversion/Continuation is received after 12:00 noon (New York
City time). Further, the Agent may elect not to effectuate requests for
conversions and continuations into Eurodollar Rate Loans if the Eurodollar Rate
Loans into which the existing Revolving Loans are to be converted or continued
are not at least US$1,000,000 and a multiple of US$100,000.

         The undersigned represents and warrants that: (1) after giving effect
to the proposed conversion or continuation, there will be no more than five
different Interest Periods in effect with respect to all Borrowers; (2) the
conversion or continuation selected above complies with all provisions of the
Credit Agreement; (3) all conditions precedent to such conversion or
continuation under the Credit Agreement have been satisfied; (4) since December
31, 2001 there has been no event, occurrence, circumstance or condition which
has had or which could reasonably be expected to have a Material Adverse Effect;
(5) no Default or Event of Default has occurred and is continuing under any
Credit Document as of the date hereof; (6) all representations and warranties
made in the Credit Documents by the Obligors are true and correct in all
material respects on the date hereof as if made on the date hereof; and (7) this
Notice of Conversion/Continuation is duly authorized by the applicable Borrower
and in accordance with such Borrower's organizational documents.

                                       2

<PAGE>

         This Notice of Conversion/Continuation may be relied upon by the Agent
and the Banks and is a Credit Document. Thank you for your attention to this
matter.

                                             Very truly yours,

                                             WILLBROS GROUP, INC.

                                             By:________________________________
                                             Name:______________________________
                                             Title:_____________________________

                                       3

<PAGE>

                                    EXHIBIT D

                         FORM OF ELECTION TO PARTICIPATE

                                                Date:_____________,_____________

Credit Lyonnais New York Branch,
as Agent for the Banks under the
Credit Agreement described herein

         Re:      Election to Participate

Ladies and Gentlemen:

         Reference is made to (i) the Amended and Restated Credit Agreement
dated as of March 12, 2004 among Willbros Group, Inc.; the Designated
Subsidiaries from time to time; the financial institutions from time to time
parties thereto (the "Banks"); Credit Lyonnais New York Branch, as a Bank, as
Issuing Bank, as administrative agent, and as Lead Arranger and Book Runner; and
CIBC Inc., as Syndication Agent, which amends and restates the Credit Agreement
dated as of June 14, 2002 (as further amended, modified, supplemented or
restated, the "Credit Agreement"), and (ii) the Security Agreement described
therein. Terms not defined herein which are defined in the Credit Agreement
shall, for the purposes of this Election to Participate, have the meanings
provided therein.

         The undersigned, [Name of Designated Subsidiary], a [jurisdiction of
organization] [type of entity], hereby irrevocably and unconditionally elects to
be an Obligor for purposes of the Credit Agreement and the Security Agreement,
effective upon acceptance by the Agent of this Election to Participate and
satisfaction of all conditions described in Section 5(a) of the Credit Agreement
("Effective Date"). At the option of the Agent, this Election to Participate may
not become effective unless on the day of such effectiveness at least $2,500,000
in unused Commitments is available under the Credit Agreement.

         The undersigned confirms that the representations and warranties made
in Article VI of the Credit Agreement and in Article III of the Security
Agreement are true and correct on and as of the Effective Date as if made by the
undersigned herein with the same effect as if made on and as of the Effective
Date.

         The undersigned hereby agrees to perform all of the obligations of an
Obligor, respectively, under, and to be bound in all respects by the terms of
the Credit Agreement (including without limitation Section 13.14 and Article XI
thereof) and the terms of the Security Agreement (including without limitation
Section 8.7 thereof) as fully as if the undersigned had itself executed the
Credit Agreement and the Security Agreement. The undersigned expressly agrees
that all terms, provisions, restrictions, duties and

<PAGE>

responsibilities of an Obligor under the Credit Documents, limited as provided
therein, shall apply to the undersigned.

         The undersigned (a) confirms that it has received a copy of the Credit
Documents, together with such other documents and information as it has deemed
appropriate to make its own analysis and decision to enter into this Election to
Participate; (b) represents that it has received sufficient, good and valuable
consideration in connection with this Election to Participate, and that the
value of the consideration received and to be received by the undersigned is
reasonably worth at least as much as the liability and obligation incurred by
the undersigned hereunder; and (c) represents that such liability and obligation
may reasonably be expected greatly to benefit the undersigned directly or
indirectly. The Board of Directors or other governing body of the undersigned
has duly determined, and has resolved, that the execution, delivery and
performance of this Election to Participate (and the effect of it) will benefit
the undersigned and its shareholders.

         Without limitation of the foregoing, the undersigned, as a primary
obligor and not as a surety, unconditionally, jointly and severally, guarantees
unto the Agent and the Banks the payment of the Obligations when due (whether at
the stated maturity, by acceleration or otherwise) in accordance with the terms
of the Credit Documents, subject to the limitations, terms and conditions set
forth in the Credit Agreement, including without limitation Article XI. The
undersigned expressly RATIFIES all guaranties, terms, covenants,
representations, warranties, agreements, provisions, indemnifications, WAIVERS,
RELEASES, restrictions, duties and responsibilities of the Obligors under the
Credit Agreement and the Security Agreement and agrees that they shall apply to
the undersigned as if it had executed the Credit Agreement and the Security
Agreement, and that any reference to "Obligors" or an "Obligor", "Borrowers" or
a "Borrower" or "Guarantors" or a "Guarantor" in the Credit Agreement, the
Security Agreement or any other Credit Document shall include the undersigned.

         The address to which all notices to the undersigned under the Credit
Agreement and the Security Agreement should be directed
is:____________________________________ . The U. S. Federal Taxpayer I.D. Number
of the undersigned, if any, is_____________________________ . [is the owner]
[are the owners] of all outstanding equity in the undersigned.

         All representations, warranties, covenants and agreements made by or on
behalf of the undersigned in or in connection with this Election to Participate
shall survive the execution and delivery of this Election to Participate, shall
not be affected by any investigation made by any Person, and shall bind the
undersigned and its successors, trustees, receivers and permitted assigns and
inure to the benefit of the successors and assigns of the Agent and the Banks.
The undersigned has no power to assign, and shall not attempt to assign, any of
its rights or obligations hereunder or under the other Credit Documents without
the prior written consent of the Agent and Banks.

                                       2
<PAGE>

         THIS ELECTION TO PARTICIPATE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (OTHER THAN ITS CONFLICTS OF
LAW RULES) AND THE UNITED STATES OF AMERICA. THE UNDERSIGNED HEREBY IRREVOCABLY
AGREES TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT ANY LEGAL
PROCEEDING AGAINST THE AGENT OR ANY BANK ARISING OUT OF OR IN CONNECTION WITH
THIS ELECTION TO PARTICIPATE, THE CREDIT AGREEMENT, THE SECURITY AGREEMENT OR
THE OTHER CREDIT DOCUMENTS SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW
YORK LOCATED IN THE BOROUGH OF MANHATTAN OR IN THE UNITED STATES DISTRICT COURT
OF NEW YORK FOR THE SOUTHERN DISTRICT OF NEW YORK. THE UNDERSIGNED AFFIRMS THAT
IT IS BOUND BY ALL PROVISIONS CONTAINED IN SECTION 13.14 OF THE CREDIT
AGREEMENT. THE UNDERSIGNED HAS IRREVOCABLY APPOINTED CT CORPORATION SYSTEM, WITH
OFFICES AS OF THE DATE HEREOF AT 111 EIGHTH AVENUE, NEW YORK, NEW YORK, 10011,
AS ITS AGENT FOR SERVICE OF PROCESS. THIS ELECTION TO PARTICIPATE, TOGETHER WITH
THE OTHER CREDIT DOCUMENTS, EMBODIES THE ENTIRE AGREEMENT AND UNDERSTANDING
AMONG THE OBLIGORS, THE UNDERSIGNED, THE BANKS AND THE AGENT AND SUPERSEDES ALL
PRIOR OR CONTEMPORANEOUS AGREEMENTS AND UNDERSTANDINGS OF SUCH PERSONS, VERBAL
OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF. No amendment or waiver of any
provision of this Election to Participate or any other Credit Document, nor any
consent to any departure by the undersigned therefrom, shall in any event be
effective unless the same shall be agreed or consented to by the Agent, and each
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given.

         This Election to Participate is a Credit Document and may be executed
in several counterparts, and by the parties on separate counterparts, and each
counterpart, when so executed and delivered, shall constitute an original
agreement, and all such separate counterparts shall constitute but one and the
same agreement.

         The undersigned agrees to take such action as the Agent or any Bank may
reasonably require to confirm and effectuate the foregoing.

                                       Very truly yours,

                                       [NAME OF DESIGNATED SUBSIDIARY]
                                       a [jurisdiction and form of legal
                                       organization]

                                       By:_____________________________________
                                       Name:___________________________________
                                       Title:__________________________________

                                       3

<PAGE>

                                    EXHIBIT E

                          FORM OF ELECTION TO TERMINATE

                                              Date:_______________,_____________

Credit Lyonnais New York Branch,
as Agent for the Banks under the
Credit Agreement described herein

         Re:     ELECTION TO TERMINATE

Ladies and Gentlemen:

         Reference is made to (i) the Amended and Restated Credit Agreement
dated as of March 12, 2004, among Willbros Group, Inc.; the Designated
Subsidiaries from time to time; the several financial institutions from time to
time parties thereto (the "Banks"); Credit Lyonnais New York Branch, as a Bank,
as Issuing Bank, as administrative agent to the Banks (in such capacity, the
"Agent") and as Lead Arranger and Book Runner; and CIBC Inc., as Syndication
Agent, which amends and restates the Credit Agreement dated as of June 14, 2002
(as further amended, modified, supplemented or restated, the "Credit
Agreement"), and (ii) the Security Agreement described therein. Terms not
defined herein which are defined in the Credit Agreement shall, for the purposes
of this Election to Terminate, have the meanings provided therein.

         The undersigned, [Name of Designated Subsidiary], a [jurisdiction of
organization] [type of entity], hereby elects to terminate its status as an
Obligor for purposes of the Credit Agreement and the Security Agreement,
effective upon receipt of this Election to Terminate by the Agent and
confirmation by the Agent that all requirements listed in Section 5(b) of the
Credit Agreement have been satisfied. The undersigned hereby represents and
warrants that all non-contingent Obligations of the undersigned pursuant to the
Credit Agreement have been paid in full on or prior to the date hereof, and all
contingent Letter of Credit Obligations in respect of outstanding Letters of
Credit issued for the account of the undersigned have been fully cash
collateralized by the undersigned's deposit of an amount equal thereto into the
Cash Collateral Account.

         This Election to Terminate shall be construed in accordance with and
governed by the laws of the State of New York (other than its conflicts of law
rules) and the United States of America. Notwithstanding anything else in this
Election to Terminate or in any other Credit Document to the contrary, this
Election to Terminate shall not be effective unless and until the Agent confirms
to the undersigned that this instrument and any

<PAGE>

ancillary instruments the Agent may require in good faith in connection herewith
are satisfactory in form and substance to the Agent.

                                              Very truly yours,

                                              [NAME OF DESIGNATED SUBSIDIARY]
                                              a [jurisdiction and form of legal
                                              organization]

                                             By:________________________________
                                             Name:______________________________
                                             Title:_____________________________

                                       2

<PAGE>

                                    EXHIBIT H

                        FORM OF ACCOUNT CONTROL AGREEMENT

                            ACCOUNT CONTROL AGREEMENT

         This Account Control Agreement (this "Control Agreement") dated as of
[________], among [GRANTOR] (the "Grantor"), Credit Lyonnais New York Branch, as
Agent under the Credit Agreement described herein (acting in such capacity
hereunder, the "Agent"), and [ACCOUNT BANK], as the financial institution
maintaining the Account described herein (the "Account Bank"). Terms used herein
which are defined in the Uniform Commercial Code in effect in the State of New
York ("New York UCC") shall have the meaning set forth in the New York UCC.

                             PRELIMINARY STATEMENTS:

         (1)      The Grantor and certain of its affiliates (the "Obligors")
have entered into a Credit Agreement dated as of June 14, 2002, among [Grantor]
[Willbros Group, Inc.] and the other Obligors from time to time; the several
financial institutions from time to time parties thereto (the "Banks"); Credit
Lyonnais New York Branch, as a Bank, as Issuing Bank, as administrative agent
for the Banks (in such capacity the "Agent"), and as Lead Arranger and Joint
Book Runner; CIBC World Markets Corp., as Joint Lead Arranger and Joint Book
Runner; and Canadian Imperial Bank of Commerce, as Syndication Agent (as
amended, supplemented or modified from time to time in accordance with its
terms, the "Credit Agreement").

         (2)      Pursuant to the Security Agreement dated as of June 14, 2002,
among the Obligors and the Agent, for the benefit of the Secured Parties
described therein (the "Security Agreement"), and as a condition to the credit
provided under the Credit Agreement, the Grantor has granted to the Agent for
the benefit of the Secured Parties (as defined in the Credit Agreement) to
secure the Secured Obligations (as defined in the Security Agreement) a first
priority security interest (the "Agent's Security Interest") in certain assets
of the Grantor, including without limitation all of Grantor's right, title and
interest in and to the following assets (collectively herein called the "Account
Collateral"): (i) the [TYPE OF ACCOUNT -- DEPOSIT, LOCK-BOX OR OTHER DESCRIPTION
OF RELEVANT ACCOUNT] account identified as Account No. _______________
maintained by the Account Bank in the name of the Grantor at the office of the
Account Bank in [LOCATION OF ACCOUNT BANK] (the "Account"), (ii) all interest
and other earnings in respect of the Account, (iii) all checks, drafts, wire
transfers, receipts, and financial assets credited to the Account from time to
time, and (iv) all contract rights and privileges in respect of the Account.

         (3)      In order to perfect the Agent's Security Interest in the
Account Collateral, the parties are entering into this Control Agreement.

         NOW, THEREFORE, in consideration of the premises and of the mutual
agreements contained herein, the parties hereto hereby agree as follows:

<PAGE>

         SECTION 1. The Account. The Account Bank represents and warrants to,
and agrees with, the Agent that:

         (a)      The Account Bank maintains the Account Collateral for the
Grantor subject to the Agent's Security Interest, and all property (including,
without limitation, all funds and financial assets) held by the Account Bank for
the account of the Grantor are, and will continue to be, credited to the Account
in accordance with instructions given by the Grantor (unless otherwise provided
herein).

         (b)      The Account is a [TYPE OF ACCOUNT] account, the Account Bank
is the bank with which the Account is maintained, and the Grantor is the Account
Bank's customer with respect to the Account.

         (c)      Notwithstanding any other agreement to the contrary, the
Account Bank's jurisdiction with respect to the Account Collateral for purposes
of the New York UCC is, and will continue to be for so long as the Agent's
Security Interest of the Agent shall be in effect, the State of New York.

         (d)      The Account Bank does not know of any claim to or interest in
the Account Collateral, except for claims and interests of the Agent pursuant to
the Security Agreement and this Control Agreement.

         SECTION 2. Control by Secured Party. Notwithstanding anything to the
contrary in any other agreement between the Grantor and the Account Bank, the
Account Bank agrees that, upon receipt of the Notice of Exclusive Control (as
defined below), it will comply with (i) all instructions of the Agent directing
disposition of the Account Collateral, including, without limitation, the funds
in the Account, and (ii) all other directions of the Agent concerning the
Account Collateral, including, without limitation, directions to distribute to
the Agent proceeds of any interest or other earnings or financial assets
credited to the Account (any such instruction, notification or direction
referred to in clause (i) or (ii) above being an "Account Direction"), in each
case of clauses (i) or (ii) above, without further consent or direction by the
Grantor or any other person or entity.

         SECTION 3. Grantor's Rights in the Account.

         (a)      The Agent hereby agrees with the Account Bank that, at any
time prior to the Effective Time (as defined below), the Account Bank shall
comply with Account Directions and other directions concerning the Account
Collateral originated by the Grantor without any further consent by the Agent,
and the Account Bank may distribute to the Grantor all funds in the Account, and
all interest, earnings or financial assets credited to the Account.

         (b)      For the purposes hereof, the "Effective Time" shall be the
opening of business on the second business day next succeeding the business day
on which a notice purporting to be signed by the Agent in substantially the same
form as Annex A attached hereto, with a copy of this Control Agreement attached
thereto (a "Notice of Exclusive Control"), is actually received by one of the
individual employees of the Account Bank to whom the notice is required
hereunder to be addressed; provided, however, that if any such notice is so
received after 12:00 noon, New York City time, on any business day, the
"Effective Time" shall be the opening of

                                       2
<PAGE>

business on the third business day next succeeding the business day on which
such receipt occurs; and, provided further, that a "business day" is any day
other than a Saturday, Sunday or other day on which the Account Bank is
authorized or required by law to be closed.

         (c)      From and after receipt by the Account Bank of a Notice of
Exclusive Control from the Agent with respect to the Account, the Account Bank
will thereafter at all times comply only with Account Directions originated by
the Agent in respect of the Account Collateral, and will cease: (i) complying
with Account Directions or other directions concerning the Account originated by
the Grantor, and (ii) distributing to the Grantor interest, earnings or
financial assets credited to the Account, or funds in the Account.

         (d)      Notwithstanding the foregoing: (i) all transactions involving
or resulting in a transaction involving the Account Collateral duly commenced by
the Account Bank or any of its affiliates prior to the Effective Time and so
consummated or processed thereafter shall be deemed not to constitute a
violation of the Control Agreement; and (ii) the Account Bank and/or any of its
affiliates may (at its discretion and without any obligation to do so) commence
honoring solely Agent's instructions concerning the Account Collateral at any
time or from time to time after it becomes aware that the Agent has sent to it a
Notice of Exclusive Control but prior to the Effective Time therefor (including
without limitation halting, reversing or redirecting any transaction referred to
in clause (i) above) with no liability whatsoever to the Grantor or any other
party for doing so.

         This Control Agreement supplements, rather then replaces, the Account
Bank's [TYPE OF ACCOUNT] account agreement, terms and conditions and other
standard documentation in effect from time to time with respect to the Account
Collateral or services provided in connection with the Account Collateral (the
"Account Documentation"), which Account Documentation will continue to apply to
the Account Collateral and such services, and the respective rights, powers,
duties, obligations, liabilities and responsibilities of the parties thereto and
hereto, to the extent not expressly conflicting with the provisions of this
Control Agreement (however, in the event of any such conflict, the provision of
this Control Agreement shall control). Prior to issuing any instructions on or
after the Effective Time, the Agent shall provide the Account Bank with such
Account Documentation as the Account Bank may reasonably request to establish
the identity and authority of the individuals issuing instructions on behalf of
the Agent.

         SECTION 4. Priority of Agent's Security Interest.

         (a)      The Account Bank hereby (i) subordinates to the Agent's
Security Interest and in favor of the Agent any security interest, lien, or
right of recoupment or setoff that the Account Bank may have, as long as this
Control Agreement is in effect, against the Account Collateral, and (ii) agrees
that it will not exercise any right in respect of any such security interest or
lien or any such right of recoupment or setoff until the Agent's Security
Interest is terminated, except that the Account Bank (A) will retain a prior
security interest and lien on property credited to the Account, (B) may exercise
any right in respect of such security interest or lien, and (C) may exercise any
right of recoupment or setoff against the Account, in the case of clauses (A),
(B) and (C) above, to secure or to satisfy, and only to secure or to satisfy,
(i) payment of its customary fees and expenses for the routine maintenance and
operation of the Account Collateral

                                       3
<PAGE>

and (ii) payment of the face amount of any items that have been credited to such
Account but are subsequently returned unpaid because of uncollected or
insufficient funds or for any electronic or wire transfers credited to the
Account but returned for any reason.

         (b)      The Account Bank will not enter into any other agreement with
any Person relating to Account Directions or other directions with respect to
the Account Collateral.

         SECTION 5. Statements, Confirmations and Notices.

         (a)      The Account Bank will send copies of all statements and
confirmations for the Account simultaneously to the Agent and the Grantor.

         (b)      When any party hereto knows of any claim or interest in the
Account Collateral other than the claims and interests of the Agent and the
Grantor, such party will promptly notify the other parties of such claim or
interest.

         SECTION 6. The Account Bank's Responsibility.

         (a)      Except for permitting a withdrawal, delivery or payment in
violation of Section 3 of this Control Agreement, the Account Bank will not be
liable to the Agent for complying with Account Directions or other directions
concerning the Account from the Grantor that are received by the Account Bank
before the Account Bank receives a Notice of Exclusive Control from the Agent
under Section 3 hereof.

         (b)      The Account Bank will not be liable to the Grantor or the
Agent for complying with a Notice of Exclusive Control or with an Account
Direction or other direction concerning the Account Collateral originated by the
Agent, even if the Grantor notifies the Account Bank that the Agent is not
legally entitled to issue the Notice of Exclusive Control or Account Direction
or such other direction unless the Account Bank takes the action after it is
served with an injunction, restraining order, or other legal process enjoining
it from doing so, issued by a court of competent jurisdiction, and had a
reasonable opportunity to act on the injunction, restraining order or other
legal process.

         (c)      This Control Agreement does not create any obligation of the
Account Bank except for those expressly set forth in this Control Agreement and
in Article 4 of the New York UCC, and the Account Bank shall not be deemed to be
an agent, bailee or fiduciary for any party hereto. In particular, the Account
Bank need not investigate whether the Agent is entitled under the Agent's
agreements with the Grantor to give an Account Direction or other direction
concerning the Account or a Notice of Exclusive Control. The Account Bank may
rely on notices and communications it believes given by the appropriate party.

         (d)      It is hereby acknowledged and agreed that the Account Bank has
no knowledge of (and is not required to know) the terms and provisions of the
separate agreements referred to in paragraphs (1) and (2) above or any other
related documentation or whether any actions by the Agent (including, without
limitation, the sending of a Notice of Exclusive Control), Grantor or any other
person or entity are permitted or a breach thereunder or consistent or
inconsistent therewith. The Account Bank shall not be liable to any party hereto
or any other person for any action or failure to act under or in connection with
this Control Agreement except to the extent

                                       4
<PAGE>

such conduct constitutes its own willful misconduct or gross negligence (and to
the maximum extent permitted by law, shall under no circumstances be liable for
any incidental, indirect, special, consequential or punitive damages); and the
Account Bank shall not be liable for losses or delays caused by force majeure,
interruption or malfunction of computer, transmission or communications
facilities, labor difficulties, court order or decree, the commencement of
bankruptcy or other similar proceedings or other matters beyond the Account
Bank's reasonable control.

         SECTION 7. Indemnity. The Grantor will indemnify, defend, and save
harmless the Account Bank, its officers, directors, employees and agents against
claims, liabilities and expenses (collectively "Covered Items") arising out of
this Control Agreement (including, without limitation, reasonable attorney's
fees and disbursements) or the Account, except to the extent the claims,
liabilities or expenses are caused by the Account Bank's gross negligence or
willful misconduct as found by a court of competent jurisdiction in a final,
non-appealable judgment. The Agent hereby agrees to indemnify and save harmless
the Account Bank against any Covered Items incurred (i) on or after the
Effective Time in connection with this Control Agreement or the Account (except
to the extent due to the Account Bank's willful misconduct or gross negligence),
(ii) at the Agent's direction or instruction (including without limitation the
Account Bank's honoring of a Notice of Exclusive Control), or (iii) due to any
claim by the Agent of an interest in the Account or the funds on deposit
therein.

         SECTION 8. Termination; Survival.

         (a)      The Agent may terminate this Control Agreement by notice to
the Account Bank and the Grantor. If the Agent notifies the Account Bank that
the Agent's Security Interest has terminated, this Control Agreement will
immediately terminate.

         (b)      The Account Bank may terminate this Control Agreement on 60
days' prior written notice to the Agent and the Grantor. The Account Bank and
the Grantor will cooperate to make arrangements to transfer all property
(including, without limitation, all funds and financial assets) credited to the
Account and not subject to the Account Bank's control under Section 4 of this
Control Agreement, to another account bank that shall have executed, together
with the Grantor, a control agreement in favor of the Agent in respect of such
property in substantially the form of this Control Agreement or otherwise in
form and substance satisfactory to the Agent. In addition, in the event of a
material breach by the Grantor or the Agent of any of the terms of this Control
Agreement or the Account Documentation, the Account Bank may terminate this
Control Agreement upon sending of at least ten (10) business days' advance
written notice to the other parties hereto. Any other termination or any
amendment or waiver of this Control Agreement shall be effected solely by an
instrument in writing executed by all the parties hereto.

         (c)      Sections 6 and 7 will survive termination of this Control
Agreement.

         SECTION 9. Governing Law. This Control Agreement and the Account will
be governed by the law of the State of New York. The Account Bank and the
Grantor may not change the law governing the Account or the law of the Account
Bank's jurisdiction for purposes of the New York UCC without the Agent's express
prior written agreement.

                                       5
<PAGE>

         SECTION 10. Captions. The captions and section headings appearing in
this Control Agreement are included solely for convenience of reference and are
not intended to affect the interpretation of any provision of this Control
Agreement.

         SECTION 11. Severability. Any provision of this Control Agreement 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 of this Control
Agreement, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other
jurisdiction.

         SECTION 12. Entire Agreement. This Control Agreement is the entire
agreement, and supersedes any prior agreements, and contemporaneous oral
agreements, of the parties concerning its subject matter.

         SECTION 13. Amendments. No amendment of, or waiver of a right under,
this Control Agreement will be binding unless it is in writing and signed by all
parties hereto.

         SECTION 14. Notices. All notices or other communications to a party
under this Control Agreement will be in writing (except that Account Directions
may be given orally and may be relied upon by Account Bank without further
authentication) and sent to the party's address or fax number set forth under
its name below or to such other address or fax number of which such party has
notified the other parties in writing and will be effective as stated herein.

         SECTION 15. Binding Effect. This Control Agreement shall become
effective when it shall have been executed by the Grantor, the Agent and the
Account Bank, and thereafter shall be binding upon and inure to the benefit of
the Grantor, the Agent and the Account Bank and their respective successors and
assigns.

         SECTION 16. Execution in Counterparts. This Control Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Control Agreement by telecopier shall be effective as delivery of an original
executed counterpart of this Control Agreement.

                     [REMAINDER OF PAGE INTENTIONALLY BLANK]

                                       6
<PAGE>

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

                                     GRANTOR:

                                          [GRANTOR]

                                          By:___________________________________
                                          Name:_________________________________
                                          Title:________________________________

                                          Address:

                                          [GRANTOR'S ADDRESS]
                                          Attn:
                                          Telecopier No.:
                                          Telephone No.:

                                          with a copy to:

                                          []
                                          Attn:
                                          Telecopier No.:
                                          Telephone No.:

                  [SIGNATURE PAGE TO ACCOUNT CONTROL AGREEMENT]

<PAGE>

                                          AGENT:

                                          CREDIT LYONNAIS NEW YORK
                                          BRANCH, as Agent

                                          By:___________________________________
                                          Name:_________________________________
                                          Title:________________________________

                                          Address:

                                          1301 Avenue of the Americas
                                          New York , New York 10019

                                          Attention:
                                          Telecopier No.:
                                          Telephone No.:

                                          with a copy to:

                                          []
                                          Attention:
                                          Telecopier No.:
                                          Telephone No.:

                                       2

<PAGE>

                                          ACCOUNT BANK:

                                          [ACCOUNT BANK]

                                          By:__________________________________
                                          Name:
                                          Title:

                                          Address for Notices:

                                          [ACCOUNT BANK'S ADDRESS]
                                          Attention:
                                          Telephone:
                                          Facsimile:

                                          with a copy to:

                                          []
                                          Attention:
                                          Telephone:
                                          Facsimile:

                                       3

<PAGE>

                      ANNEX A TO ACCOUNT CONTROL AGREEMENT

                      [to be placed on Agent's letterhead]

                           NOTICE OF EXCLUSIVE CONTROL

                              ______________,_____

[ACCOUNT BANK]
[ACCOUNT BANK'S ADDRESS]
Attention: [Customer Service Officer]

RE:      Account Control Agreement dated as of [________] (the "Control
         Agreement") by and among [GRANTOR], Credit Lyonnais New York Branch, as
         Agent, and [ACCOUNT BANK].

Ladies and Gentlemen:

This constitutes a Notice of Exclusive Control as referred to in Section 3 of
the above-referenced Control Agreement, a copy of which is attached hereto. A
list containing the names, addresses and telephone numbers of all Persons
authorized to act on behalf of the Agent and to issue fund disposition
instructions is also attached.

                                          CREDIT LYONNAIS NEW YORK BRANCH,
                                          as Agent

                                          By:___________________________
                                          Name:
                                          Title:

<PAGE>

                                    EXHIBIT I

                         FORM OF MASTER PLEDGE AGREEMENT

         This MASTER PLEDGE AGREEMENT (this "Agreement"), dated as of June 14,
2002, is made and entered into by WILLBROS GROUP, INC., a Republic of Panama
corporation (the "Company"), and each of the Subsidiaries which is a signatory
hereto or which subsequently becomes a party hereto in accordance with the terms
hereof (together, with the Company, the "Pledgors"), in favor of CREDIT LYONNAIS
NEW YORK BRANCH, acting hereinunder in its capacity as agent (in such capacity,
the "Agent") under the Credit Agreement (defined below).

                             PRELIMINARY STATEMENTS

         1.       The Company and certain Designated Subsidiaries from time to
time (the Company and such Designated Subsidiaries collectively, the
"Obligors"); the financial institutions from time to time (the "Banks"); Credit
Lyonnais New York Branch, as a Bank, as Issuing Bank, as administrative agent
for the Banks (in such capacity the "Agent"), and as Lead Arranger and Joint
Book Runner; CIBC World Markets Corp., as Joint Lead Arranger and Joint Book
Runner; and Canadian Imperial Bank of Commerce, as Syndication Agent, are
parties to the Credit Agreement dated as of June 14, 2002 (such Credit
Agreement, as amended, restated, supplemented or otherwise modified from time to
time, being hereinafter referred to as the "Credit Agreement"). Unless otherwise
defined herein, terms defined in the Credit Agreement are used herein as therein
defined. "New York UCC" means, at any time, the Uniform Commercial Code in
effect in the State of New York at that time.

         2.       Pursuant to the Credit Agreement, the Banks have agreed to
make available to each Obligor, as a Borrower, a revolving credit facility for
loans and letters of credit, and each Obligor has guaranteed the obligations of
each Borrower pursuant to Section XI of the Credit Agreement.

         3.       Each Pledgor is either an Obligor or the direct or indirect
parent of an Obligor, and will derive substantial benefit from each extension of
credit by the Banks under the Credit Agreement.

                                   AGREEmENTS

         In consideration of the premises and in order to induce the Banks to
enter into the Credit Agreement and make the Loans and issue or participate in
the Letters of Credit, and for other good and valuable consideration, the
receipt and sufficiency of which are acknowledged and confessed by the parties,
each Pledgor agrees with the Agent, for the benefit of the Secured Parties as
follows:

         1.       Pledge. To secure the Secured Obligations (as defined in
Section 2 below), each Pledgor hereby TRANSFERS, GRANTS, BARGAINS, SELLS,
CONVEYS, HYPOTHECATES, SETS OVER, DELIVERS AND PLEDGES to the Agent for the
benefit of

<PAGE>

the Secured Parties, and GRANTS to the Agent, for the benefit of the Secured
Parties, a security interest in all of such Pledgor's right, title and interest
of every kind and character now owned or hereafter acquired, created or arising
in and to the following (the "Pledged Collateral"):

                  (a)      the Pledged Shares (as defined below);

                  (b)      all shares of capital stock, general and limited
partnership interests, limited liability company interests, trust interests,
joint venture interests, ownership rights arising under the law of any
jurisdiction, and any evidence of the foregoing, together with any property and
rights derivative thereof, acquired, received or owned by any Pledgor, which, on
or after the date of this Agreement, is or becomes, as a result of any
occurrence, a Material Subsidiary of the Company;

                  (c)      all certificates and similar evidence of ownership
representing the Pledged Shares;

                  (d)      all cash dividends, stock dividends, cash,
instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of the Pledged Shares or the shares or interests acquired, received or owned
under Section 1(b) hereof; and

                  (e)      all additions to and substitutions for any of the
foregoing and all products and proceeds of any of the Pledged Collateral,
together with all renewals and replacements of any of the Pledged Collateral,
all accounts, accounts receivable, instruments, notes, chattel paper, documents
(including all documents of title), books, records, contract rights and general
intangibles arising in connection with any of the Pledged Collateral.

         "Pledged Shares" means, with respect to each Pledgor, all shares
described in Schedule I held by such Pledgor, as amended from time to time,
together with all rights, contingent or otherwise, of such Pledgor to acquire
shares in the entities or organizations represented by the shares described in
Schedule I, as amended from time to time, and all rights to receive cash
dividends, stock dividends, distributions upon redemption or liquidation,
distributions as a result of split-ups, recapitalizations or rearrangements,
stock rights, rights to subscribe, voting rights, rights to receive securities,
options, warrants, calls, commitments, securities accounts, security
entitlements, and all new securities and other property which such Pledgor now
owns or may hereafter become entitled to receive on account of the foregoing or
with respect to any such company;

         TO HAVE AND TO HOLD the Pledged Collateral, together with all right,
title, interest, powers, privileges and preferences pertaining or incidental
thereto, unto the Agent, its successors and assigns, on behalf of the Secured
Parties, forever; subject, however, to the terms, covenants and conditions set
forth in this Agreement.

                  2.       Security for Obligations. The security interests and
other rights granted pursuant to Section 1 secure, and the Pledged Collateral is
security for, the prompt performance and payment in full in cash when due,
whether at stated maturity, by acceleration or otherwise of the Secured
Obligations. The Secured Obligations include, among other things, (i) Loans that
may be advanced by the Banks to such Pledgor, repaid and subsequently readvanced
by the

                                        2
<PAGE>

Banks, (ii) obligations in respect of Letters of Credit issued for the account
of such Pledgor from time to time, and (iii) the guarantee obligations of such
Pledgor under Article XI of the Credit Agreement. Notwithstanding that the
balance of the Secured Obligations may at certain times be zero and that no
Letters of Credit may at certain times be outstanding, the Liens granted
hereunder to the Agent shall remain in full force and effect at all times and
with the same priority until the payment in full in cash of the Secured
Obligations, the termination of the Commitments and the expiration or
termination of all outstanding Letters of Credit.

         3.       Delivery of Pledged Collateral. The Pledged Collateral and all
certificates, instruments and property representing or evidencing the Pledged
Collateral shall, within two Business Days of the later of the date of this
Agreement or a Pledgor's actual or constructive receipt thereof, be delivered to
and held by or on behalf of the Agent pursuant to this Agreement and shall be in
suitable form for transfer of ownership and possession by delivery, or shall be
accompanied by duly executed instruments of transfer or assignment in blank, all
in form and substance satisfactory to the Agent. The Agent shall have the right,
at any time in its discretion and without notice to any Pledgor, to transfer to
or to register in its name or any of its nominees, any or all of the Pledged
Collateral, subject only to the revocable rights of such Pledgor specified in
Section 6(a) hereof. In addition, the Agent shall have the right at any time to
exchange certificates or instruments representing or evidencing Pledged
Collateral for certificates or instruments of smaller or larger denominations.

         4.       Representations, Warranties and Covenants. Each Pledgor
represents, warrants and covenants, to the Agent and the other Secured Parties,
insofar as the same relate to such Pledgor's assets, actions, statements and
business, as follows:

                  (a)      Such Pledgor (i) is an entity duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
formation; (ii) is duly qualified and in good standing in every jurisdiction in
which the nature of its business makes such qualification necessary and where
the failure to so qualify has a reasonable likelihood of having a Material
Adverse Effect; (iii) has all requisite corporate power and authority and the
legal right to own, pledge, mortgage and operate its properties, and to conduct
its business as now or currently proposed to be conducted; (iv) is in compliance
with its certificate or articles of incorporation, by-laws and similar
organizational documents; (v) is not in default under any material agreement
such that there is a reasonable likelihood of such default having a Material
Adverse Effect; (vi) is in compliance (except to the extent any noncompliance
has no reasonable likelihood of having a Material Adverse Effect) with all Legal
Requirements; and (vii) together with the other Pledgors and Borrowers, forms
part of a group of companies that are closely related legally and economically,
each deriving benefits from the other, and the execution, delivery and
performance of this Agreement is conducive to the business interests of such
Pledgor and its pursuit of profits and continuity.

                  (b)      Each Person listed on Schedule I hereto: (i) is an
entity duly organized, validly existing and in good standing under the laws of
the jurisdiction of its organization; (ii) is duly qualified to do business and
in good standing in every jurisdiction in which the nature of the business it
conducts makes such qualification necessary or desirable; (iii) has all
requisite corporate power and authority and the legal right to own, pledge,
mortgage and operate its properties, and to conduct its business as now or
currently proposed to be conducted; (iv) is in

                                        3
<PAGE>

compliance with its certificate or articles of incorporation, by-laws and
similar organizational documents; and (v) to such Pledgor's best knowledge, is
in compliance (except to the extent any noncompliance has no reasonable
likelihood of having a Material Adverse Effect) with all Legal Requirements.

                  (c)      The execution, delivery, and performance by such
Pledgor of this Agreement (i) are within such Pledgor's corporate power; (ii)
have been duly authorized by all necessary corporate action; (iii) do not
contravene such Pledgor's certificate or articles of incorporation or by-laws or
other organizational documents; (iv) do not result in or require the creation of
any Lien upon or with respect to any of its properties except for the Lien
created by this Agreement; and (v) do not conflict with or result in a breach of
the terms, conditions or provisions of, or cause a default under, any agreement,
instrument, franchise, license or concession to which such Pledgor is a party or
by which such Pledgor or any of its property is bound.

                  (d)      No authorization or approval or other action by, and
no notice to or filing with, any Governmental Authority is required for the due
execution, delivery and performance by any Pledgor of this Agreement or for the
validity or enforceability thereof.

                  (e)      This Agreement is a legal, valid and binding
obligation of such Pledgor enforceable against such Pledgor in accordance with
its terms, except as enforcement may be limited by applicable bankruptcy,
insolvency or similar laws relating to creditors' rights generally, as such laws
would apply in the event of bankruptcy insolvency or other similar occurrence
with respect to such Pledgor.

                  (f)      There is no pending or, to the best knowledge of any
Pledgor, threatened action or proceeding affecting any Pledgor before or by any
Governmental Authority which has any reasonable likelihood of having a Material
Adverse Effect.

                  (g)      Such Pledgor is not (i) a party to any contractual
obligation the performance of which either unconditionally or upon the happening
of an event, will result in the creation of a Lien on such Pledgor's property or
assets (other than in favor of the Secured Parties); or (ii) subject to any
charter or corporate restriction which has a reasonable likelihood of having a
Material Adverse Effect.

                  (h)      The representations and warranties made or deemed to
be made by such Pledgor in Article VI of the Credit Agreement are true and
correct, and all statements made to the Secured Parties by or on behalf of such
Pledgor or any Obligor which is a Subsidiary of such Pledgor before,
concurrently with or after the execution of this Agreement with respect to the
Pledged Collateral are and will be true, correct, complete, valid and genuine in
all material respects. No statement contained in any certificate, schedule,
list, financial statement or other papers furnished to any Secured Party by or
on behalf of such Pledgor or any such Obligor contains (or will contain) any
untrue statement of material fact or omits (or will omit) to state a material
fact necessary to make the statements contained herein or therein not
misleading.

                  (i)      Except as otherwise indicated on Schedule I, the
shares described on Schedule I include all of the authorized, issued and
outstanding shares of capital stock of each of

                                       4
<PAGE>

the companies listed thereon and the rights to acquire shares in such companies.
Such Pledgor is the sole legal and equitable owner and holder of the Pledged
Shares indicated on Schedule I, which are free and clear of all Liens, or rights
or interests of any other Person, of every kind and nature except for the Lien
created by this Agreement. The shares of stock described in the first sentence
of this paragraph are duly authorized, validly issued, fully paid,
non-assessable, and free from any restriction on transfer, and none of such
shares has been issued or transferred in violation of the securities
registration, securities disclosure or similar laws of any jurisdiction to which
such issuance or transfer maybe subject. There are no options, warrants,
financing statements, calls or commitments of any character relating to the
Pledged Shares, nor are there any rights of first refusal, voting trusts, voting
agreements or similar agreements relating to the Pledged Shares. The pledge,
assignment and delivery of the Pledged Collateral pursuant to this Agreement
will create a valid first priority lien on and a first priority perfected
security interest in the Pledged Collateral and the proceeds thereof.
Appropriate financing statements will be filed in favor of the Agent in the
offices described on Schedule II hereto.

                  (j)      When additional Pledged Collateral is delivered to
the Agent in accordance with Section 3, such Pledgor will be the legal and
equitable owner of such Pledged Collateral free and clear of all Liens, or
rights or interests of any other Person, of every kind and nature including any
state or federal tax liens, except for the Lien created by this Agreement; each
share of stock comprising such Pledged Collateral will have been duly authorized
and validly issued and will be fully paid and non-assessable and free from any
restriction on transfer; and such Pledgor will have legal title to such Pledged
Collateral and power to pledge, assign and deliver such Pledged Collateral in
the manner contemplated by this Agreement.

                  (k)      Such Pledgor will (i) cause each issuer of shares of
stock comprising Pledged Collateral not to issue any stock or other securities
in addition to or in substitution for the shares of stock comprising Pledged
Collateral issued by such issuer, except to such Pledgor or another Pledgor and
subject to this Agreement, (ii) pledge hereunder, immediately upon its
acquisition (directly or indirectly) thereof, any and all additional shares of
stock or other securities of each issuer of Pledged Collateral, and (iii) pledge
hereunder, immediately upon its acquisition (directly or indirectly) thereof,
any and all shares of stock or other equity interest covered by Section 1(b)
hereof.

                  (l)      Without the prior written consent of the Agent having
been first obtained, such Pledgor agrees that it (i) shall not sell, assign,
transfer, pledge, mortgage, hypothecate, dispose of or encumber, or grant any
option or warrant or Lien or right with respect to, or permit any Liens to arise
with respect to, the Pledged Collateral, any of its rights in or to the Pledged
Collateral and any portion thereof, except for the pledge thereof provided for
in this Agreement, and (ii) shall not permit any issuer of shares of stock
comprising Pledged Collateral to terminate its corporate existence, to be a
party to any merger or consolidation, or to sell, lease or dispose of all or
substantially all of its assets and properties in a single transaction or series
of related transactions, except as permitted by the Credit Agreement.

                  (m)      Such Pledgor has and will defend the title to the
Pledged Collateral held by it and the Liens created by this Agreement against
all claims and demands of any Person at any time claiming the Pledged Collateral
or any interest therein and will maintain and preserve such Liens until the
termination of this Agreement.

                                       5
<PAGE>

         5.       Further Assurances.

                  (a)      Each Pledgor agrees that, at any time and from time
to time, at the expense of such Pledgor, it will promptly execute and deliver
all further instruments and documents, and take all further action, that may be
necessary or desirable, or that the Agent may reasonably request, in order to
create, maintain, perfect and protect any Security interest, pledge, or
hypothecation granted or purported to be granted by this Agreement, to enable
the Agent to exercise and enforce its rights and remedies under this Agreement
with respect to any Pledged Collateral, and to assure the transferability by the
Agent and its successors of the Pledged Collateral. Each Pledgor agrees that it
shall notify the Agent in writing, at least two (2) weeks in advance of the date
that it changes the location of any office or place of business in the United
States, establishes any office or place of business in the United States, or
establishes its chief executive office in any other part of the world.

                  (b)      Each Pledgor shall, with respect to any investment
property constituting Collateral (i) cause the Agent to have sole "control", as
defined in the UCC, of such investment property, together with all proceeds
thereof, and (ii) at the Agent's request from time to time, each Pledgor shall
instruct (and hereby instructs) any third party holding such Pledged Collateral
to obey only the instructions and entitlement orders of the Agent with respect
to such Pledged Collateral and any proceeds thereof. Except as the Agent may
otherwise permit in writing, no Pledgor shall have any right to cause the
withdrawal, application or transfer of any financial assets or security
entitlements with respect to the Pledged Collateral, and no Pledgor shall give
any instructions or entitlement orders with respect to them.

                  (c)      Without limiting the generality of the foregoing
provisions, each Pledgor agrees that it will, upon obtaining any additional
shares of any issuer of the Pledged Collateral, shares or other equity interests
in entities described in Section 1(b) or any other securities constituting
Pledged Collateral, promptly (and in any event within five (5) Business Days)
deliver to the Agent (i) such shares, equity interests or other securities, (ii)
a duly executed but blank stock power in the form of Schedule III for each
certificate representing such additional Pledged Collateral, and (iii) a duly
executed Pledge Agreement Supplement in substantially the form of Schedule IV (a
"Pledge Agreement Supplement") or as may otherwise be reasonably required by the
Agent identifying the additional shares which are pledged pursuant to Section
1(b) hereof. Each Pledgor authorizes the Agent to attach each Pledge Agreement
Supplement to this Agreement and agrees that all shares, equity interests or
other securities listed on any Pledge Agreement Supplement delivered to the
Agent shall for all purposes constitute Pledged Collateral.

                  (d)      Each Pledgor will cause to be paid before delinquency
all taxes, charges, liens and assessments at any time levied or assessed against
the Pledged Collateral held by it, or any part thereof, or against any Secured
Party for or on account of the Pledged Collateral or the interest created by
this Agreement, and will furnish the Agent with receipts showing payment of such
taxes and assessments at least five (5) days before the applicable default date
therefor.

                  (e)      If the validity or priority of this Agreement or of
any rights, titles, security interests or other interests created or evidenced
by this Agreement shall be attacked, endangered or questioned or if any legal
proceedings are instituted with respect thereto, each Pledgor agrees

                                       6
<PAGE>

that it will take all necessary and proper steps for the defense of such legal
proceedings. The Agent is authorized and empowered to take such additional steps
as in its judgment and discretion may be necessary or proper for the defense of
any such legal proceedings or the protection of the validity or priority of this
Agreement and the rights, titles, security interests and other interests created
or evidenced by this Agreement, and the Secured Obligations include all expenses
so incurred of every kind and character.

                  (f)      Regarding any proceedings relating to the Pledged
Collateral, or any portion thereof, the Agent may participate therein, and each
Pledgor agrees that it shall from time to time deliver to the Agent all
instruments reasonably requested by it to permit such participation. Each
Pledgor agrees that it shall, at its expense, diligently prosecute any such
proceedings and shall consult with the Agent, its attorneys and experts, and
cooperate with them in the carrying on or defense of any such proceedings.

         6.       Voting Rights; Dividends; Etc.

                  (a)      So long as no Default shall have occurred and be
continuing (and, in the case of clause (i) below, so long as written notice has
not been given by the Agent to the Company):

                  (i)      A Pledgor shall be entitled to exercise any and all
         voting and/or other consensual rights pertaining to its respective
         Pledged Collateral or any part thereof for any purpose consistent with
         the terms of this Agreement or the Credit Agreement; provided, however,
         that such Pledgor shall not exercise or refrain from exercising any
         such right with the primary intent of causing a Material Adverse
         Effect.

                  (ii)     A Pledgor shall be entitled to receive and retain any
         and all dividends paid in respect of the Pledged Collateral, other than
         any and all

                           (A)      dividends paid or payable other than in cash
                  in respect of, and instruments and other property received,
                  receivable or otherwise distributed in respect of, or in
                  exchange for, any Pledged Collateral,

                           (B)      dividends and other distributions paid or
                  payable in cash in respect of any Pledged Collateral in
                  connection with a partial or total liquidation or dissolution
                  or in connection with a return of capital, capital surplus or
                  paid-in-surplus, and

                           (C)      cash paid, payable or otherwise distributed
                  in redemption of, or in exchange for, any Pledged Collateral,

         all of which shall be, and all of which shall be forthwith delivered to
         the Agent to hold as Pledged Collateral and shall, if received by such
         Pledgor, be received in trust for the benefit of the Agent, be
         segregated from the other property or funds of such Pledgor, and be
         forthwith delivered to the Agent as Pledged Collateral in the same form
         as so received (with any necessary endorsement).

                                       7
<PAGE>

                  (iii)    The Agent shall execute and deliver (or cause to be
         executed and delivered) to a Pledgor all such proxies and other
         instruments as such Pledgor may reasonably request for the purpose of
         enabling such Pledgor to exercise the voting and other rights which it
         is entitled to exercise pursuant to clause (i) above and to receive the
         dividends which it is authorized to receive and retain pursuant to
         clause (ii) above.

         Regardless of a Pledgor's right described above to receive and retain
         certain rights and property, such rights and property nonetheless
         secure the repayment of the Secured Obligations and are a part of the
         Pledged Collateral.

         (b)      Upon the occurrence and during the continuation of a Default
and notice thereof to the Company:

                  (i)      All rights of a Pledgor to exercise the voting and
         other consensual rights which it would otherwise be entitled to
         exercise pursuant to Section 6(a)(i) and the obligations of the Agent
         under Section 6(a)(iii) shall cease, and all such rights shall
         thereupon become vested in the Agent who shall thereupon have the sole
         right to exercise such voting and other consensual rights;

                  (ii)     All rights of a Pledgor to receive the dividends
         which it would otherwise be authorized to receive and retain pursuant
         to Section 6(a)(ii) shall cease, and all such rights shall thereupon
         become vested in the Agent who shall thereupon have the sole right to
         receive and hold as Pledged Collateral such dividends; and

                  (iii)    All dividends which are received by a Pledgor
         contrary to the provisions of clause (ii) of this Section 6(b) shall be
         received in trust for the benefit of the Agent, shall be segregated
         from other funds of such Pledgor and shall be forthwith paid over to
         the Agent as Pledged Collateral in the same form as so received (with
         any necessary endorsement).

                  (c)      In order to permit the Agent to exercise the voting
and other rights which it may be entitled to exercise pursuant to Section
6(b)(i), and to receive all dividends and distributions which it may be entitled
to receive under Section 6(b)(ii), each Pledgor agrees that it shall, if
necessary, upon written notice from the Agent, from time to time execute and
deliver to the Agent appropriate dividend payment orders and other instruments
as the Agent may reasonably request. To this end, each Pledgor hereby
irrevocably constitutes and appoints the Agent the proxy and attorney-in-fact of
each Pledgor, with full power of substitution, to vote, and to act with respect
to, any and all Pledged Collateral that is securities standing in the name of
such Pledgor or with respect to which such Pledgor is entitled to vote and act,
subject to the understanding that such proxy may not be exercised unless an
Event of Default has occurred and is continuing. The proxy herein granted is
coupled with an interest, is irrevocable, and shall continue until payment in
full in cash of the Secured Obligations, the termination of the Commitments and
the expiration or termination of all outstanding Letters of Credit.

         7.       Agent Appointed Attorney-in-Fact. Each Pledgor hereby appoints
the Agent such Pledgor's true and lawful attorney-in-fact, with full authority
in the place and stead of such Pledgor and in the name of such Pledgor or
otherwise, from time to time in the Agent's

                                       8
<PAGE>

discretion, subject to Section 6, to take any action and to execute any document
or instrument which the Agent may reasonably deem necessary or desirable to
accomplish the purposes of this Agreement, including, without limitation, to
receive, endorse and collect all instruments made payable to such Pledgor
representing any dividend, interest payment or other distribution in respect of
the Pledged Collateral or any part thereof and to give full discharge for the
same. The Agent's liability, if any, otherwise arising under applicable law
shall be limited to amounts actually received as a result of the exercise of the
powers granted to it herein. No Agent or Bank, and no officer, director,
employee or agent of the Agent or any Bank, shall be responsible to any Pledgor
for any act or failure to act hereunder, except that any such Person shall be
responsible for its own gross negligence or willful misconduct.

         8.       Agent May Perform. The Agent is authorized to perform, or
cause performance of, any agreement contained herein in the event that a Pledgor
fails to timely perform the same, and the reasonable expenses of the Agent
incurred in connection therewith shall be payable by such Pledgor or by the
Company. The Agent is further authorized in its discretion to take any other
action, either on its own behalf or on behalf of a Pledgor (and as regards
actions taken on behalf of a Pledgor, this authorization is irrevocable and is
an agency coupled with an interest), as the Agent may elect, which the Agent may
deem necessary or appropriate to protect and preserve the rights, titles and
interests of the Agent hereunder. The powers conferred on the Agent pursuant to
this Agreement are conferred solely to protect the Secured Parties' interest in
the Pledged Collateral and shall not impose any duty or obligation on any
Secured Party to perform any of the powers herein conferred. No exercise of any
of the rights provided for in this Agreement constitute a retention of
collateral in satisfaction of indebtedness.

         9.       No Responsibility for Certain Actions; Indemnity. Neither the
Agent nor any other Secured Party shall have responsibility for (a) ascertaining
or taking action with respect to calls, conversions, exchanges, maturities,
tenders or other matters relative to any Pledged Collateral, whether or not the
Agent or any other Secured Party has or is deemed to have knowledge of such
matters, (b) taking any necessary steps to preserve any rights against any
Person with respect to any Pledged Collateral or (c) supervising, monitoring or
controlling any aspect of the character or condition of any of the Pledged
Collateral or any operations conducted in connection with it for the benefit of
a Pledgor or any other Person. Each Pledgor agrees to indemnify, defend and hold
Secured Parties, their respective shareholders, directors, officers, agents,
advisors and employees (collectively "Indemnified Parties") harmless from and
against any and all loss, liability, obligation, damage, penalty, judgment,
claim, deficiency, expense, action, suit, cost and disbursement of any kind or
nature whatsoever (including interest, penalties, attorneys' fees and amounts
paid in settlement), imposed on, incurred by or asserted against the Indemnified
Parties growing out of or resulting from this Agreement or any transaction or
event contemplated in it (except that such indemnity shall not be paid to any
Indemnified Party to the extent such loss, etc. directly results from the gross
negligence or willful misconduct of any of the Indemnified Parties).

         10.      Remedies upon Default. If any Event of Default shall have
occurred and be continuing:

                  (a)      The Agent may exercise in respect of the Pledged
Collateral, in addition to other rights and remedies provided for herein or
otherwise available to it, all the rights and

                                       9
<PAGE>

remedies of a secured party in default under the New York UCC, and, subject to
applicable regulatory and legal requirements, the Agent may also, without notice
except as specified below, sell the Pledged Collateral or any part thereof in
one or more parcels at public or private sale, at any exchange, broker's board
or at any of the Agent's offices or elsewhere, for cash, on credit or for future
delivery, and upon such other terms as the Agent may deem commercially
reasonable. Upon consummation of any such sale, the Agent shall have the right
to assign, transfer and deliver to the purchaser or purchasers thereof the
Pledged Collateral so sold. Each such purchaser at any such sale shall hold the
property sold absolutely free from any claim or right on the part of any
Pledgor, and each Pledgor, for itself and for its successors, receivers,
trustees and assigns, and for any and all persons ever claiming any interest in
the Pledged Collateral, to the extent permitted by law, hereby WAIVES all rights
of extension, redemption, stay, valuation and appraisal, and any similar right
arising under the law of any country, which such Pledgor now has or may at any
time in the future have under any rule of law or statute now existing or
hereafter enacted. Each Pledgor agrees that, to the extent notice of sale shall
be required by law, at least 10 days' notice to such Pledgor of the time and
place of any public sale or the time after which any private sale is to be made
shall constitute reasonable notification. The Agent shall not be obligated to
make any sale of Pledged Collateral regardless of notice of sale having been
given. The Agent may adjourn any public or private sale from time to time by
announcement at the time and place fixed therefor, and such sale may, without
further notice, be made at the time and place to which it was so adjourned. Each
Pledgor hereby WAIVES any claims against the Agent arising by reason of the fact
that the price at which any Pledged Collateral may have been sold at such a
private sale was less than the price which might have been obtained at a public
sale, even if the Agent accepts the first offer received and does not offer such
Pledged Collateral to more than one offeree. At any public sale made pursuant to
this Section 10, any Secured Party may bid for or purchase, free from any right
of redemption, stay or appraisal, and any similar right arising under the law of
any country, on the part of any Pledgor (all said rights being also hereby
WAIVED and released by each Pledgor), the Pledged Collateral or any part thereof
offered for sale and may make payment on account thereof by using any claim then
due and payable to it from any Obligor and/or any Pledgor as a credit against
the purchase price, and it may, upon compliance with the terms of sale, hold,
retain and dispose of such property without further accountability to any
Pledgor therefor. For purposes hereof, (i) a written agreement to purchase the
Pledged Collateral or any portion thereof shall be treated as a sale thereof,
(ii) the Agent shall be free to carry out such sale pursuant to such agreement
and (iii) no Pledgor shall be entitled to the return of the Pledged Collateral
or any portion thereof subject thereto, notwithstanding the fact that after the
Agent shall have entered into such an agreement all Events of Default shall have
been remedied and the Secured Obligations paid in full. As an alternative to
exercising the power of sale herein conferred upon it, the Agent may proceed by
a suit or suits at law or in equity to foreclose upon the Pledged Collateral and
to sell the Pledged Collateral or any portion thereof pursuant to a judgment or
decree of a court or courts having competent jurisdiction or pursuant to a
proceeding by a court-appointed receiver. Any sale pursuant to the provisions of
this Section 10 shall be deemed to conform to the commercially reasonable
standards as provided in the New York UCC. Each Pledgor covenants and agrees
that it will execute and deliver such documents and take such other action as
the Agent deems necessary or advisable in order that any such sale may be made
in compliance with applicable law.

                                       10
<PAGE>

                  (b)      The Agent shall have all the rights of a secured
party after default under the New York UCC and in conjunction with, in addition
to or in substitution for those rights and remedies:

                           (i)      it shall not be necessary that the Pledged
                  Collateral or any part thereof be present at the location of
                  any sale pursuant to the provisions of this Section 10;

                           (ii)     to the extent the sale of Pledged Collateral
                  is insufficient to satisfy the Secured Obligations, the
                  Borrowers shall remain liable for any deficiency;

                           (iii)    the sale by the Agent of less than the whole
                  of the Pledged Collateral shall not exhaust the rights of the
                  Agent hereunder, and the Agent is specifically empowered to
                  make successive sale or sales hereunder until the whole of the
                  Pledged Collateral shall be sold; and, if the proceeds of such
                  sale of less than the whole of the Pledged Collateral shall be
                  less than the aggregate of the Secured Obligations, this
                  Agreement and the security interest created hereby shall
                  remain in full force and effect as to the unsold portion of
                  the Pledged Collateral just as though no sale had been made;

                           (iv)     in the event any sale hereunder is not
                  completed or is defective in the opinion of the Agent, such
                  sale shall not exhaust the rights of the Agent hereunder and
                  the Agent shall have the right to cause a subsequent sale or
                  sales to be made hereunder; and

                           (v)      demand of performance, advertisement and
                  presence of property at sale are hereby WAIVED and the Agent
                  is hereby authorized to sell hereunder any financial asset it
                  may hold as security for the Secured Obligations. All demands
                  and presentments of any kind or nature are expressly, WAIVED
                  by each Pledgor. Each Pledgor hereby WAIVES the right to
                  require the Agent to pursue any other remedy for the benefit
                  of such Pledgor and agrees that Secured Party may proceed
                  against any Person for the amount of the Obligations owed to
                  the Agent without taking any action against any other Person
                  and without selling or otherwise proceeding against or
                  applying any of the Pledged Collateral in the Agent's
                  possession.

                  (c)      Each Pledgor recognizes that, by reason of certain
prohibitions contained in the Securities Act of 1933 and applicable state
securities laws, the Agent may be compelled, with respect to any sale of all or
any part of the Pledged Collateral, to limit purchasers to those who will agree,
among other things, to acquire such securities for their own account, for
investment, and not with a view to the distribution or resale thereof. Each
Pledgor acknowledges and agrees that any such sale may result in prices and
other terms less favorable to the seller than if such sale were a public sale
without such restrictions and agrees that such circumstances shall not be a
factor in determining whether such sale has been made in a commercially
reasonable manner. The Agent shall be under no obligation to delay the sale of
any of the Pledged Collateral for the period of time necessary to permit any
Pledgor to register such securities for

                                       11
<PAGE>

public sale under the Securities Act of 1933, or under applicable state
securities laws, even if a Pledgor would agree to do so.

                  (d)      If the Agent determines to exercise its right to sell
any or all of the Pledged Collateral, upon written request, each Pledgor shall,
and shall cause each of its direct Subsidiaries to, from time to time, furnish
to the Agent all such information as the Agent may reasonably request in order
to determine the number of shares and other instruments included in the Pledged
Collateral which may be sold by the Agent as exempt transactions under the
Securities Act of 1933 and rules of the Securities and Exchange Commission
thereunder, as the same are from time to time in effect.

                  (e)      Any cash held by the Agent as Pledged Collateral and
all cash proceeds received by the Agent in respect of any sale of, collection
from, or other realization upon all or any part of the Pledged Collateral shall
be applied by the Agent (unless otherwise required by law):

                  First, to the payment of the costs and expenses of retaking,
         holding, preparing for sale, or selling the Pledged Collateral or any
         portion thereof, including all expenses (including, without limitation,
         any legal fees and disbursements and the allocated cost of in-house
         counsel), liabilities and advances made or incurred by the Agent in
         connection therewith;

                  Next, to the Agent and the other Secured Parties in partial
         payment of the Secured Obligations; and

                  Finally, after payment in full in cash of all Secured
         Obligations, termination of the Commitments and expiration or
         termination of all outstanding Letters of Credit, to the payment to
         applicable Pledgor, or its successors or assigns, or to whomsoever may
         be lawfully entitled to receive the same or as a court of competent
         jurisdiction may direct, of any surplus then remaining from such cash
         and cash proceeds.

                  (f)      All remedies herein expressly provided for are
cumulative of any and all other remedies existing at law or in equity and are
cumulative of any and all other remedies provided for in any other instrument
securing the payment of the Obligations, or any part thereof, or otherwise
benefiting the Secured Parties, and the resort to any remedy provided for
hereunder or under any such other instrument or provided for by law shall not
prevent the concurrent or subsequent employment of any other appropriate remedy
or remedies.

                  (g)      The Secured Parties may resort to any security given
by this Agreement or to any other security now existing or hereafter given to
secure the payment of the Obligations, in whole or in part, and in such portions
and in such order as may seem best to such Secured Party in its sole and
uncontrolled discretion, and any such action shall not in anywise be considered
as a waiver of any of the rights, benefits or security interests evidenced by
this Agreement.

         11.      Expenses. Each Pledgor agrees that it will upon demand pay to
the Agent the amount of any and all reasonable costs, disbursements and expenses
of every character, including without limitation the reasonable fees and
expenses of its counsel (including the

                                       12
<PAGE>

reasonable allocated cost of inhouse counsel), subject to the limitations
expressed in Section 13.5 of the Credit Agreement, and of any experts, incurred
or expended by the Agent from time to time in connection with: (a) the
preparation, negotiation, documentation, closing, renewal, revision,
modification, renegotiation or review of this Agreement; (b) the custody or
preservation of, or the sale of, collection from, or other realization upon, any
of the Pledged Collateral, (c) the exercise or enforcement of any of the rights
of the Agent or any other Secured Party hereunder, or (d) the failure by a
Pledgor to perform or observe any of the provisions hereof.

         12.      Amendments, Etc. No amendment or waiver of any provision of
this Agreement, nor consent to any departure by a Pledgor herefrom, shall in any
event be effective unless the same shall be in writing and signed by the Agent
and, in the case of amendment, by the Company and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given and to the extent therein specified. The Agent may waive any
default without waiving any other prior or subsequent default, and the Agent may
remedy any default, without waiving the default remedied. The failure by the
Agent to exercise any right, power or remedy upon any default shall not be
construed as a waiver of such default or as a waiver of the right to exercise
any such right, power or remedy at a later date. No single or partial exercise
by the Agent of any right, power or remedy hereunder shall exhaust the same or
shall preclude any other or further exercise thereof, and every such right,
power or remedy hereunder may be exercised at any time and from time to time. No
notice to nor demand on a Pledgor in any case shall of itself entitle a Pledgor
to any other or further notice or demand in similar or other circumstances.
Acceptance by the Agent of any payment in an amount less than the amount then
due on the Secured Obligations shall be deemed an acceptance on account only and
shall not in any way affect the existence of a default hereunder. No waiver,
release, consent by Agent pursuant to this Agreement shall affect or impair the
rights of a Secured Party against any third party, except to the extent
specifically agreed to by the Secured Party in such writing.

         13.      Address for Notices. Except as otherwise provided herein, all
notices, requests and other communications provided for hereunder shall be in
writing and given as provided in the Credit Agreement, and any notice to a
Pledgor or may be delivered to the Company.

         14.      Continuing Security Interest. This Agreement shall create a
continuing security interest in the Pledged Collateral and shall (a) remain in
full force and effect until payment in full in cash (after the termination of
the Commitments and the expiration or termination of all outstanding Letters of
Credit) of the Secured Obligations; (b) continue to be effective if at any time
payment and performance of the Secured Obligations is, pursuant to applicable
law, rescinded or reduced in amount, or must otherwise be restored by the Agent
or any other Secured Party; (c) be binding upon each Pledgor, its successors and
assigns, and any trustee, receiver, or conservator of a Pledgor, and any
successors in interest of a Pledgor in and to all or any part of the Pledged
Collateral; and (d) inure, together with the rights and remedies of the Agent
hereunder, to the benefit of the Agent, the other Secured Parties and their
respective successors, transferees and assigns. Without limiting the generality
of the foregoing clause (d), the Agent and/or any Bank may assign or otherwise
transfer its rights and obligations under the Credit Agreement to any other
Person or entity, and such other Person or entity shall thereupon become vested
with all the benefits in respect thereof granted to such Bank herein or
otherwise, all as provided in, and to the extent set forth in, the Credit
Agreement. Upon the payment in full in cash (after the termination of the
Commitments and the expiration or termination of all

                                       13
<PAGE>

outstanding Letters of Credit) of the Secured Obligations, the Company shall be
entitled to the return, upon its request and at its expense, of such of the
Pledged Collateral as shall not have been sold or otherwise applied pursuant to
the terms hereof.

         15.      Security Interest Absolute. All rights and security interests
of the Secured Parties hereunder, and all obligations of a Pledgor hereunder,
shall be absolute and unconditional irrespective of

                  (a)      any lack of validity or enforceability of the Credit
Agreement, any other Credit Document, or any other agreement or instrument
relating thereto;

                  (b)      any change in the time, manner or place of payment
of, or in any other term of, all or any of the Secured Obligations (including,
without limitation, the possible extension of the Commitment Termination Date
and increase of the amount of the Commitments all on the terms and conditions
set forth in the Credit Agreement), or any other amendment, renewal or waiver of
or any consent to any departure from the Credit Agreement or any other Credit
Document;

                  (c)      any exchange, release or non-perfection of any other
collateral, or any release or amendment or waiver of or consent to departure
from any guaranty, for all or any of the Obligations;

                  (d)      any indulgence, moratorium or release granted by any
Secured Party, including but not limited to (i) any renewal, extension or
modification which a Secured Party may grant with respect to the Obligations,
(ii) any surrender, compromise, release, renewal, extension, exchange or
substitution which a Secured Party may grant in respect of any item securing the
Obligations, or any part thereof or any interest therein, or (iii) any release
or indulgence granted to any endorser, guarantor or surety of the Obligations;
or

                  (e)      any other circumstance which might otherwise
constitute a defense available to, or a discharge of, a Pledgor or a third party
pledgor.

         16.      Reserved.

         17.      Right of Set-off.

                  (a)      Upon the occurrence and during the continuation of
any Event of Default under the Credit Agreement, each Bank is hereby authorized
at any time and from time to time, to the fullest extent permitted by law, to
set-off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time owing
by such Bank to or for the credit or the account of a Pledgor against any and
all of the Secured Obligations, irrespective of whether or not such Bank shall
have made any demand under this Agreement and although such Secured Obligations
may be contingent and unmatured. Each Bank which sets-off pursuant to this
Section 17(a) shall give prompt notice to the Company following the occurrence
thereof; provided that the failure to give such notice shall not affect the
validity of the set-off.

                                       14
<PAGE>

                  (b)      Any payment obtained by any Bank pursuant to Section
17(a) (or in any other manner directly from a Pledgor) shall be remitted to the
Agent and distributed among the Secured Parties in accordance with the
provisions of Section 10(e).

         18.      Severability. If for any reason any provision or provisions
hereof are determined to be invalid and contrary to any existing or future law,
such invalidity shall not impair the operation of or affect those portions of
this Agreement which are valid. Each waiver in this Agreement is subject to the
overriding and controlling rule that it shall be effective only if and to the
extent that (a) it is not prohibited by applicable law and (b) applicable law
neither provides for nor allows any material sanctions to be imposed against the
Secured Parties for having bargained for and obtained it.

         19.      Waiver of Jury Trial. EACH PLEDGOR HEREBY WAIVES AND AGREES TO
WAIVE ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY ACTION, SUIT
OR PROCEEDING ARISING OUT OF OR RELATED IN ANY WAY TO THIS AGREEMENT OR ANY
OTHER CREDIT DOCUMENT.

         20.      Governing Law; Jurisdiction.

                  (a)      THIS AGREEMENT AND EACH ISSUE ARISING HEREUNDER SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK (EXCLUDING ITS CONFLICTS OF LAWS PRINCIPLES), EXCEPT TO THE EXTENT PROVIDED
IN SECTION 13.14(b) OF THE CREDIT AGREEMENT AND TO THE EXTENT THAT THE FEDERAL
LAWS OF THE UNITED STATES OF AMERICA MAY OTHERWISE APPLY. THE PARTIES AGREE THAT
THIS CHOICE OF NEW YORK LAW HAS BEEN MADE PURSUANT TO SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK. Unless otherwise defined
herein or in the Credit Agreement, terms defined in Articles 8 and 9 of the New
York UCC are used herein as therein defined.

                  (b)      Except as otherwise provided in Section 20(d), any
legal action or proceeding with respect to this Agreement may be brought in the
courts of the State of New York located in the Borough of Manhattan or of the
United States of America for the Southern District of New York, and by execution
and delivery of this Agreement, each Pledgor hereby consents, for itself and in
respect of its property, to the jurisdiction of the aforesaid courts. Each
Pledgor hereby irrevocably waives any objection, including without limitation,
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, any other Credit
Document, or any document related to this Agreement or any other Credit
Document. Each Pledgor agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in any other jurisdictions by
suit on the judgment or in any other manner provided by law.

                  (c)      Each Pledgor has irrevocably appointed CT Corporation
System, with an office at 111 Eighth Ave., New York, New York, 10011 (the
"Process Agent"), as its agent to receive on behalf of such Pledgor and its
property service of copies of the summons and complaint and any other process
which may be served in any action or proceeding arising out of

                                       15
<PAGE>

or relating to this Agreement. Such service may be made by mailing or delivering
a copy of such process to a Pledgor in care of the Process Agent at the Process
Agent's above address, and each Pledgor hereby irrevocably authorizes and
directs the Process Agent to accept such service on its behalf. As an
alternative method of service, each Pledgor also irrevocably consents to the
service of any and all process in any such action or proceeding by the mailing
of copies of such process to such Pledgor at the address for the Company
specified in the Credit Agreement. Process may be served in English, and each
Pledgor irrevocably waives any right accruing to it under the Hague Convention
on the Service Abroad of Judicial and Extrajudicial Documents, the Hague
Convention on the Taking of Evidence Abroad in Civil or Commercial Matters, or
any other applicable law (including without limitation Panamanian law), and any
similar treaty regarding the service of process or the collection of evidence.
Any process and documents to be sent to the other party containing languages
other than English shall be sent with English translations certified by the
sender, and the sending party shall bear the translation costs.

                  (d)      Nothing in this Section 20 shall affect the right of
the Agent or any other Secured Party to serve legal process in any other manner
permitted by law or affect the right of the Agent or any other Secured Party to
bring any action or proceeding against a Pledgor in the courts of any other
jurisdictions.

                  (e)      To the extent a Pledgor has or hereafter may acquire
any immunity from jurisdiction of any court or from any legal process (whether
through service or notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) with respect to itself or its property, such
Pledgor hereby irrevocably waives such immunity in respect of its obligations
under this Agreement.

                  (f)      THIS AGREEMENT TOGETHER WITH THE OTHER CREDIT
DOCUMENTS EMBODIES THE ENTIRE AGREEMENT AND UNDERSTANDING AMONG THE PARTIES WITH
RESPECT TO ITS SUBJECT MATTER AND SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS
AGREEMENTS AND UNDERSTANDINGS OF SUCH PERSONS, VERBAL OR WRITTEN, RELATING TO
SUCH SUBJECT MATTER.

         21.      Counterpart. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original for all purposes;
but such counterparts shall be deemed to constitute but one and the same
instrument.

         22.      Waiver of Subrogation. Each Pledgor expressly WAIVES any and
all rights of subrogation, reimbursement and contribution (contractual,
statutory or otherwise) against the Secured Parties, individually and
collectively, including without limitation, any claim or right of subrogation
under the Bankruptcy Code (Title 11 of the U.S. Code) or any successor statute,
arising from the existence or performance of this Agreement and each Pledgor
irrevocably WAIVES any right to enforce any remedy which the Secured Parties, or
any one or more of them, now have or may hereafter have against Borrowers and
WAIVES any benefit of, and any right to participate in, any security now or
hereafter held by the Secured Parties, or any one or more of them, until the
Secured Obligations have been paid and performed in full (after the termination
of the Commitments and the expiration or termination of all outstanding Letters
of Credit).

                                       16
<PAGE>

         23.      Subordination. Each Pledgor hereby expressly covenants and
agrees for the benefit of the Secured Parties that all obligations and
liabilities of the other Borrowers to such Pledgor of whatsoever description
(including, without limitation, all intercompany receivables of such Pledgor
from each of the other Borrowers) shall be subordinated and junior in right of
payment to the Secured Obligations. Following the occurrence of an Event of
Default, all indebtedness of the other Borrowers to such Pledgor shall, if the
Agent shall so request, be collected and received by such Pledgor as trustee for
the Secured Parties and paid over to the Secured Parties, or any one or more of
them, as the case may be, on account of the Secured Obligations, but without
reducing or affecting in any manner the obligations of such Pledgor under this
Agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       17
<PAGE>

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

                                          WILLBROS GROUP, INC.

                                          By:___________________________________
                                          Name:_________________________________
                                          Title:________________________________

                                          WILLBROS INTERNATIONAL, INC.

                                          By:___________________________________
                                          Name:_________________________________
                                          Title:________________________________

                                          WILLBROS WEST AFRICA, INC.

                                          By:___________________________________
                                          Name:_________________________________
                                          Title:________________________________

                                          INVERSIONES CAMSA, C.A.

                                          By:___________________________________
                                          Name:_________________________________
                                          Title:________________________________

                                          WILLBROS ENGINEERS, INC.

                                          By:___________________________________
                                          Name:_________________________________
                                          Title:________________________________

                   [SIGNATURE PAGE TO MASTER PLEDGE AGREEMENT]

<PAGE>

                                          WILLBROS U.S.A., INC.

                                          By:___________________________________
                                          Name:_________________________________
                                          Title:________________________________

                                          WILLBROS ANDINA PIPELINE INVESTMENTS,
                                          L.L.C.

                                          By:___________________________________
                                          Name:_________________________________
                                          Title:________________________________

                                          WILLBROS MIDDLE EAST, INC.

                                          By:___________________________________
                                          Name:_________________________________
                                          Title:________________________________

         Agreed to:

         CREDIT LYONNAIS NEW
YORK BRANCH, as Agent

By:______________________________
Name:____________________________
     Title:______________________

By:______________________________
Name:____________________________
     Title:______________________

                   [SIGNATURE PAGE TO MASTER PLEDGE AGREEMENT]

<PAGE>

         By signing below, each of the following Obligors (the equity interests
or shares of which constitute Pledged Shares hereunder) confirms that an
executed copy of this Agreement has been submitted to it and acknowledges the
above pledge of the Pledged Collateral.

                                          WILLBROS INTERNATIONAL, INC.

                                          By:___________________________________
                                          Name:_________________________________
                                          Title:________________________________

                                          WILLBROS WEST AFRICA, INC.

                                          By:___________________________________
                                          Name:_________________________________
                                          Title:________________________________

                                          WILLBROS (NIGERIA) LIMITED

                                          By:___________________________________
                                          Name:_________________________________
                                          Title:________________________________

                                          WILLBROS (OFFSHORE) NIGERIA LIMITED

                                          By:___________________________________
                                          Name:_________________________________
                                          Title:________________________________

                   [SIGNATURE PAGE TO MASTER PLEDGE AGREEMENT]
<PAGE>

                                   ROGERS & PHILLIPS, INC.

                                   By: _________________________________________
                                   Name: _______________________________________
                                   Title:_______________________________________

                                   CONSTRUCTORA CAMSA, C.A.

                                   By: _________________________________________
                                   Name: _______________________________________
                                   Title:_______________________________________

                                   WILLBROS OPERATING SERVICES, INC.

                                   By: _________________________________________
                                   Name: _______________________________________
                                   Title:_______________________________________

                                   WILLBROS MARINE ASSETS, INC.

                                   By: _________________________________________
                                   Name: _______________________________________
                                   Title:_______________________________________

                                   INTERNATIONAL PIPELINE EQUIPMENT, INC.

                                   By: _________________________________________
                                   Name: _______________________________________
                                   Title:_______________________________________

                   [SIGNATURE PAGE TO MASTER PLEDGE AGREEMENT]

<PAGE>

                                   WILLBROS CONSTRUCTORS, INC.

                                   By: _________________________________________
                                   Name: _______________________________________
                                   Title:_______________________________________

                                   WILLBROS MIDDLE EAST, INC.

                                   By: _________________________________________
                                   Name: _______________________________________
                                   Title:_______________________________________

                                   ESCA EQUIPMENT SERVICE C.A.

                                   By: _________________________________________
                                   Name: _______________________________________
                                   Title:_______________________________________

                                   WILLBROS ENERGY SERVICES COMPANY

                                   By: _________________________________________
                                   Name: _______________________________________
                                   Title:_______________________________________

                                   WILLBROS ENGINEERS, INC.

                                   By: _________________________________________
                                   Name: _______________________________________
                                   Title:_______________________________________

                                   WILLBROS TRANSANDINA S.A.

                                   By: _________________________________________
                                   Name: _______________________________________
                                   Title:_______________________________________

                   [SIGNATURE PAGE TO MASTER PLEDGE AGREEMENT]

<PAGE>


                                    EXHIBIT J

                       FORM OF MUSKETEER PLEDGE AGREEMENT

                                PLEDGE AGREEMENT

      This PLEDGE AGREEMENT (this "Agreement"), dated as of June 14, 2002, is
made and entered into by MUSKETEER OIL B.V., a Netherlands limited liability
company (the "Company"), in favor of CREDIT LYONNAIS NEW YORK BRANCH, as agent
(in such capacity, the "Agent") under the Credit Agreement described below.

1.    PRELIMINARY STATEMENTS.

      1.    Willbros Group, Inc., a Republic of Panama corporation ("WGI") and
the Designated Subsidiaries from time to time (collectively, the "Obligors");
certain financial institutions from time to time (the "Banks"); Credit Lyonnais
New York Branch, as a Bank, as Issuing Bank, as administrative agent for the
Banks (in such capacity, the "Agent"), and as Lead Arranger and Joint Book
Runner; CIBC World Markets Corp., as Joint Lead Arranger and Joint Book Runner;
and Canadian Imperial Bank of Commerce, as Syndication Agent, are parties to the
Credit Agreement dated as of June 14, 2002 (such Credit Agreement, as amended,
restated, supplemented or otherwise modified from time to time, being
hereinafter referred to as the "Credit Agreement"). Unless otherwise defined
herein, terms defined in the Credit Agreement are used herein as therein
defined. "New York UCC" means, at any time, the Uniform Commercial Code in
effect in the State of New York at that time.

      2.    Pursuant to the Credit Agreement, the Banks have agreed to make
available to each Obligor, as a Borrower, a revolving credit facility for loans
and letters of credit, and each Obligor has guaranteed the obligations of each
Borrower pursuant to Section XI of the Credit Agreement.

      3.    The Company is an indirect Subsidiary of WGI and an affiliate of all
of the Obligors, and the Company will derive substantial benefit from each
extension of credit to the Obligors by the Banks under the Credit Agreement.

      4.    The obligation of the Banks to make the Loans and to issue or
participate in the Letters of Credit is conditioned upon, among other things,
the execution and delivery by the Company of this Agreement.

2.       AGREEMENTS.

         In consideration of the premises and in order to induce the Banks to
enter into the Credit Agreement and make the Loans and issue or participate in
the Letters of Credit, and for other good and valuable consideration, the
receipt and sufficiency of which are acknowledged and confessed by the parties,
the Company agrees with the Agent, for the benefit of the Agent and the Banks
(the Agent and the Banks collectively, the "Secured Parties"), as follows:

<PAGE>

      1.    Pledge. In order to secure the prompt and unconditional payment of
the obligations referred to in Section 2 and the performance of the obligations,
covenants, agreements and undertakings described in this Agreement, the Company
hereby TRANSFERS, GRANTS, BARGAINS, SELLS, CONVEYS, HYPOTHECATES, SETS OVER,
DELIVERS AND PLEDGES to the Agent, on behalf of the Secured Parties, and GRANTS
to the Agent, on behalf of the Secured Parties, a security interest in, all of
the Company's remedies, powers, privileges, rights, titles and interests of
every kind and character now owned or hereafter acquired, created or arising in
and to the following (the "Pledged Collateral"):

            (a)   the Pledged Shares (as defined below);

            (b)   all shares of capital stock, general and limited partnership
interests, trust interests, joint venture interests, ownership rights arising
under the law of any jurisdiction, and any evidence of the foregoing, together
with any property and rights derivative thereof, acquired, received or owned by
the Company of any Person which, on or after the date of this Agreement, is or
becomes, as a result of any occurrence, a direct Subsidiary of the Company;

            (c)   all certificates and similar evidence of ownership
representing the Pledged Shares;

            (d)   all cash dividends, stock dividends, cash, instruments and
other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the Pledged Shares or
the shares or interests acquired, received or owned under Section 1(b); and

            (e)   all additions to and substitutions for any of the foregoing
and all products and proceeds of any of the Pledged Collateral, together with
all renewals and replacements of any of the Pledged Collateral, all accounts,
accounts receivable, instruments, notes, chattel paper, documents (including all
documents of title), books, records, contract rights and general intangibles
arising in connection with any of the Pledged Collateral.

      "Pledged Shares" means all shares described in Schedule I, as amended from
time to time, together with all rights, contingent or otherwise, of the Company
to acquire shares in the entities or organizations represented by the shares
described in Schedule I, as amended from time to time, or in any Borrower, all
rights to receive cash dividends, stock dividends, distributions upon redemption
or liquidation, distributions as a result of split-ups, recapitalizations or
rearrangements, stock rights, rights to subscribe, voting rights, rights to
receive securities, options, warrants, calls, commitments, securities accounts,
security entitlements, and all new securities and other property which the
Company now owns or may hereafter become entitled to receive on account of the
foregoing or with respect to any such company;

      TO HAVE AND TO HOLD the Pledged Collateral, together with all right,
title, interest, powers, privileges and preferences pertaining or incidental
thereto, unto the Agent, its successors and assigns, on behalf of the Secured
Parties, forever; subject, however, to the terms, covenants and conditions set
forth in this Agreement.

      2.    Security for Obligations. The security interests and other rights
granted pursuant to Section 1 secure, and the Pledged Collateral is security
for, the prompt performance and

                                       2
<PAGE>

payment in full in cash when due, whether at stated maturity, by acceleration or
otherwise of the Secured Obligations; provided, however, that to the extent that
in a legal proceeding brought within the applicable limitations period it is
determined by the final, nonappealable order of a court having jurisdiction over
the issue and the applicable parties that the Company received less than a
reasonably equivalent value in exchange for the Company's incurrence of its
obligations under this Agreement, then and only then is the Secured Obligations,
for the purposes of this Agreement only, limited in amount to the Guaranteed
Debt that would have applied to the Company had it been a direct party to the
Credit Agreement). The Credit Agreement guarantees, among other things, the
prompt performance and payment in full of the Obligations. The Secured
Obligations include, among other things, revolving credit pursuant to which
loans may be made, repaid and reborrowed, and letters of credit may be issued
from time to time. Notwithstanding that the balance of the revolving credit may
at certain times be zero and that no Letters of Credit may at certain times be
outstanding, the Liens granted hereunder to the Agent shall remain in full force
and effect at all times and with the same priority until the payment in full in
cash of the Secured Obligations, the termination of the Commitments and the
expiration or termination of all outstanding Letters of Credit.

      3.    Delivery of Pledged Collateral. The Pledged Collateral and all
certificates, instruments and property representing or evidencing the Pledged
Collateral shall, within two Business Days of the Company's actual or
constructive receipt thereof, be delivered to and held by or on behalf of the
Agent pursuant to this Agreement and shall be in suitable form for transfer of
ownership and possession by delivery, or shall be accompanied by duly executed
instruments of transfer or assignment in blank, all in form and substance
satisfactory to the Agent. The Agent shall have the right, at any time in its
discretion and without notice to the Company, to transfer to or to register in
its name or any of its nominees, any or all of the Pledged Collateral, subject
only to the revocable rights specified in Section 6(a). In addition, the Agent
shall have the right at any time to exchange certificates or instruments
representing or evidencing Pledged Collateral for certificates or instruments of
smaller or larger denominations.

      4.    Representations, Warranties and Covenants. The Company represents,
warrants and covenants to the Agent and the other Secured Parties as follows:

            (a)   The Company (i) is a private limited liability company
(besloten vennootschap) duly organized, validly existing and in good standing
under the laws of The Netherlands; (ii) is not duly qualified as a foreign
corporation under the laws of any jurisdiction, and there is no jurisdiction in
which qualification or licensing is required by the nature of its business and
where the absence of such qualification has a reasonable likelihood of having a
Material Adverse Effect; (iii) has all requisite corporate power and authority
and the legal right to own, pledge, mortgage and operate its properties, and to
conduct its business as now or currently proposed to be conducted; (iv) is in
compliance with its articles of association and similar organizational
documents; (v) is not in default under any material agreement such that there is
a reasonable likelihood of such default having a Material Adverse Effect; (vi)
is in compliance (except to the extent any noncompliance has no reasonable
likelihood of having a Material Adverse Effect) with all Legal Requirements; and
(vii) together with the Borrowers, forms part of a group of companies that are
closely related legally and economically, each deriving benefits from the other,
and the execution, delivery and performance of this Agreement is conducive to
the business interests of the Company and its pursuit of profits and continuity.

                                       3
<PAGE>

            (b)   Each Person listed on Schedule I or described in Section 1(b):
(i) is an entity duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization; (ii) is duly qualified to do
business and in good standing in every jurisdiction in which the nature of the
business it conducts makes such qualification necessary or desirable; (iii) has
all requisite corporate power and authority and the legal right to own, pledge,
mortgage and operate its properties, and to conduct its business as now or
currently proposed to be conducted; (iv) is in compliance with its articles of
association and similar organizational documents; and (v) to the Company's best
knowledge, is in compliance (except to the extent any noncompliance has no
reasonable likelihood of having a Material Adverse Effect) with all Legal
Requirements.

            (c)   The execution, delivery, and performance by the Company of
this Agreement (i) are within the Company's corporate power; (ii) have been duly
authorized by all necessary corporate action; (iii) do not contravene the
Company's certificate or articles of incorporation or by-laws or other
organizational documents; (iv) do not result in or require the creation of any
Lien upon or with respect to any of its properties; and (v) do not conflict with
or result in a breach of the terms, conditions or provisions of, or cause a
default under, any agreement, instrument, franchise, license or concession to
which the Company is a party or by which the Company or any of its property is
bound.

            (d)   No authorization or approval or other action by, and no notice
to or filing with, any Governmental Authority is required for the due execution,
delivery and performance by the Company of this Agreement or for the validity or
enforceability thereof.

            (e)   This Agreement is a legal, valid and binding obligation of the
Company enforceable against the Company in accordance with its terms, except as
enforcement may be limited by applicable bankruptcy, insolvency or similar laws
relating to creditors' rights generally, as such laws would apply in the event
of bankruptcy, insolvency or other similar occurrence with respect to the
Company.

            (f)   There is no pending or, to the best knowledge of the Company,
threatened action or proceeding affecting the Company before or by any
Governmental Authority which has any reasonable likelihood of having a Material
Adverse Effect.

            (g)   The Company is not (i) a party to any contractual obligation
the performance of which either unconditionally or upon the happening of an
event, will result in the creation of a Lien on the Company's property or assets
(other than in favor of the Secured Parties); or (ii) subject to any charter or
corporate restriction which has a reasonable likelihood of having a Material
Adverse Effect.

            (h)   The representations and warranties made by the Borrowers in
Article V of the Credit Agreement are true and correct, and all information
supplied to the Secured Parties, and all statements made to the Secured Parties
by or on behalf of any Borrower or the Company before, concurrently with or
after the Company's execution of this Agreement with respect to the Pledged
Collateral are and will be true, correct, complete, valid and genuine in all
material respects. No statement contained in any certificate, schedule, list,
financial statement or other papers furnished to any Secured Party by or on
behalf of any Borrower or the Company contains

                                       4
<PAGE>

(or will contain) any untrue statement of material fact or omits (or will omit)
to state a material fact necessary to make the statements contained herein or
therein not misleading.

            (i)   The shares described on Schedule I include all of the
authorized, issued and outstanding shares of capital stock of each of the
companies listed thereon and the rights to acquire shares in such companies. The
companies and other entities listed on Schedule I constitute all of the Obligors
and all of the Material Subsidiaries in which the Company has a direct ownership
interest. The Company is the sole legal and equitable owner and holder of the
Pledged Shares, which are free and clear of all Liens, or rights or interests of
any other Person, of every kind and nature except for the Lien created by this
Agreement. The shares of stock described in the first sentence of this paragraph
are duly authorized, validly issued, fully paid, non-assessable, and free from
any restriction on transfer, and none of such shares has been issued or
transferred in violation of the securities registration, securities disclosure
or similar laws of any jurisdiction to which such issuance or transfer may be
subject. There are no options, warrants, financing statements, calls or
commitments of any character relating to the Pledged Shares, nor are there any
rights of first refusal, voting trusts, voting agreements or similar agreements
relating to the Pledged Shares. The pledge, assignment and delivery of the
Pledged Collateral pursuant to this Agreement will create a valid first priority
lien on and a first priority perfected security interest in the Pledged
Collateral and the proceeds thereof. An appropriate financing statement will be
filed in favor of the Agent in the Office of the Mayor of the District of
Columbia, U.S.A. The Company maintains no office or place of business in the
United States of America, in Canada or in any other part of the world, other
than its registered office in The Netherlands.

            (j)   When additional Pledged Collateral is delivered to the Agent
in accordance with Section 3, the Company will be the legal and equitable owner
of such Pledged Collateral free and clear of all Liens, or rights or interests
of any other Person, of every kind and nature including any state or federal tax
liens, except for the Lien created by this Agreement; each share of stock
comprising such Pledged Collateral will have been duly authorized and validly
issued and will be fully paid and non-assessable and free from any restriction
on transfer; and the Company will have legal title to such Pledged Collateral
and power to pledge, assign and deliver such Pledged Collateral in the manner
contemplated by this Agreement.

            (k)   The Company agrees that it will (i) cause each issuer of
shares of stock comprising Pledged Collateral not to issue any stock or other
securities in addition to or in substitution for the shares of stock comprising
Pledged Collateral issued by such issuer, except to the Company, (ii) pledge
hereunder, immediately upon its acquisition (directly or indirectly) thereof,
any and all additional shares of stock or other securities of each issuer of
Pledged Collateral, and (iii) pledge hereunder, immediately upon its acquisition
(directly or indirectly) thereof, any and all shares of stock covered by Section
1(b).

            (l)   Without the prior written consent of the Agent having been
first obtained, the Company (i) shall not sell, assign, transfer, pledge,
mortgage, hypothecate, dispose of or encumber, or grant any option or warrant or
Lien or right with respect to, or permit any Liens to arise with respect to, the
Pledged Collateral, any of its rights in or to the Pledged Collateral and any
portion thereof, except for the pledge thereof provided for in this Agreement,
and (ii) shall not permit any issuer of shares of stock comprising Pledged
Collateral to terminate its corporate

                                       5
<PAGE>

existence, to be a party to any merger or consolidation, or to sell, lease or
dispose of all or substantially all of its assets and properties in a single
transaction or series of related transactions, except as permitted by the Credit
Agreement.

            (m)   The Company has and will defend the title to the Pledged
Collateral and the Liens created by this Agreement against all claims and
demands of any Person at any time claiming the Pledged Collateral or any
interest therein and will maintain and preserve such Liens until the termination
of this Agreement.

      5.    Further Assurances.

            (a)   The Company agrees that, at any time and from time to time, at
the expense of the Company, the Company will promptly execute and deliver all
further instruments and documents, and take all further action, that may be
necessary or desirable, or that the Agent may reasonably request, in order to
create, maintain, perfect and protect any security interest, pledge, or
hypothecation granted or purported to be granted by this Agreement, to enable
the Agent to exercise and enforce its rights and remedies under this Agreement
with respect to any Pledged Collateral, and to assure the transferability by the
Agent and its successors of the Pledged Collateral. The Company shall notify the
Agent in writing, at least two (2) weeks in advance of the date that it
establishes any office or place of business in the United States, or establishes
its chief executive office in any other part of the world, of its intent to
establish such office.

            (b)   Where all or any part of any jurisdiction's enactment of the
1994 revisions to Article 8 of the Uniform Commercial Code applies with respect
to a portion of the Pledged Collateral, (i) the Company shall cause the Agent to
have sole "control", as defined therein, of such Pledged Collateral that
comprises investment property, together with all proceeds thereof, and (ii) at
the Agent's request from time to time, the Company shall instruct (and hereby
instructs) any third party holding such Pledged Collateral to obey only the
instructions and entitlement orders of the Agent with respect to such Pledged
Collateral and any proceeds thereof. Except as the Agent may otherwise permit in
writing, the Company shall have no right to cause the withdrawal, application or
transfer of any financial assets or security entitlements with respect to the
Pledged Collateral, and the Company shall not give any instructions or
entitlement orders with respect to them.

            (c)   Without limiting the foregoing, the Company further agrees
that it will, upon obtaining any additional shares of any issuer of the Pledged
Collateral or shares or other equity interests in entities described in Section
1(b) or any other securities constituting Pledged Collateral, promptly (and in
any event within five (5) Business Days) deliver to the Agent (i) such shares,
(ii) a duly executed but blank stock power in the form of Schedule II for each
certificate representing such additional Pledged Collateral, and (iii) a duly
executed Pledge Agreement Supplement in substantially the form of Schedule III
(a "Pledge Agreement Supplement") or as may otherwise be reasonably required by
the Agent identifying the additional shares which are pledged pursuant to
Section 1(b). The Company authorizes the Agent to attach each Pledge Agreement
Supplement to this Agreement and agrees that all shares listed on any Pledge
Agreement Supplement delivered to the Agent shall for all purposes constitute
Pledged Collateral.

                                       6
<PAGE>

            (d)   The Company will cause to be paid before delinquency all
taxes, charges, liens and assessments at any time levied or assessed against the
Pledged Collateral, or any part thereof, or against any Secured Party for or on
account of the Pledged Collateral or the interest created by this Agreement, and
will furnish the Agent with receipts showing payment of such taxes and
assessments at least five days before the applicable default date therefor.

            (e)   If the validity or priority of this Agreement or of any
rights, titles, security interests or other interests created or evidenced by
this Agreement shall be attacked, endangered or questioned or if any legal
proceedings are instituted with respect thereto, the Company will take all
necessary and proper steps for the defense of such legal proceedings. The Agent
is authorized and empowered to take such additional steps as in its judgment and
discretion may be necessary or proper for the defense of any such legal
proceedings or the protection of the validity or priority of this Agreement and
the rights, titles, security interests and other interests created or evidenced
by this Agreement, and the Secured Obligations include all expenses so incurred
of every kind and character.

            (f)   Regarding any proceedings relating to the Pledged Collateral,
or any portion thereof, the Agent may participate therein, and the Company shall
from time to time deliver to the Agent all instruments reasonably requested by
it to permit such participation. The Company shall, at its expense, diligently
prosecute any such proceedings and shall consult with the Agent, its attorneys
and experts, and cooperate with them in the carrying on or defense of any such
proceedings.

      6.    Voting Rights; Dividends; Etc.

            (a)   So long as no Event of Default shall have occurred and be
continuing (and, in the case of clause (i) below, so long as written notice has
not been given by the Agent to the Company):

                  (i)   The Company shall be entitled to exercise any and all
            voting and/or other consensual rights pertaining to the Pledged
            Collateral or any part thereof for any purpose consistent with the
            terms of this Agreement or the Credit Agreement; provided, however,
            that the Company shall not exercise or refrain from exercising any
            such right with the primary intent of causing a Material Adverse
            Effect.

                  (ii)  The Company shall be entitled to receive and retain any
            and all dividends paid in respect of the Pledged Collateral (other
            than any and all

                        (A)   dividends paid or payable other than in cash in
                  respect of, and instruments and other property received,
                  receivable or otherwise distributed in respect of, or in
                  exchange for, any Pledged Collateral,

                        (B)   dividends and other distributions paid or payable
                  in cash in respect of any Pledged Collateral in connection
                  with a partial or total liquidation or dissolution or in
                  connection with a return of capital, capital surplus or
                  paid-in-surplus, and

                                       7
<PAGE>

                        (C)   cash paid, payable or otherwise distributed in
                  redemption of, or in exchange for, any Pledged Collateral,

      all of which shall be, and all of which shall be forthwith delivered to
      the Agent to hold as, Pledged Collateral and shall, if received by the
      Company, be received in trust for the benefit of the Agent, be segregated
      from the other property or funds of the Company, and be forthwith
      delivered to the Agent as Pledged Collateral in the same form as so
      received (with any necessary endorsement)).

                  (iii) The Agent shall execute and deliver (or cause to be
            executed and delivered) to the Company all such proxies and other
            instruments as the Company may reasonably request for the purpose of
            enabling the Company to exercise the voting and other rights which
            it is entitled to exercise pursuant to clause (i) above and to
            receive the dividends which it is authorized to receive and retain
            pursuant to clause (ii) above.

      Regardless of the Company's right described above to receive and retain
      certain rights and property, such rights and property nonetheless secure
      the repayment of the Secured Obligations and are a part of the Pledged
      Collateral.

            (b)   Upon the occurrence and during the continuation of an Event of
Default:

                  (i)   All rights of the Company to exercise the voting and
            other consensual rights which it would otherwise be entitled to
            exercise pursuant to Section 6(a)(i) and the obligations of the
            Agent under Section 6(a)(iii) shall cease upon receipt by the
            Company of written notice of an Event of Default, and all such
            rights shall thereupon become vested in the Agent who shall
            thereupon have the sole right to exercise such voting and other
            consensual rights;

                  (ii)  All rights of the Company to receive the dividends which
            it would otherwise be authorized to receive and retain pursuant to
            Section 6(a)(ii) shall cease upon receipt by the Company of written
            notice of an Event of Default, and all such rights shall thereupon
            become vested in the Agent who shall thereupon have the sole right
            to receive and hold as Pledged Collateral such dividends; and

                  (iii) All dividends which are received by the Company contrary
            to the provisions of clause (ii) of this Section 6(b) shall be
            received in trust for the benefit of the Agent, shall be segregated
            from other funds of the Company and shall be forthwith paid over to
            the Agent as Pledged Collateral in the same form as so received
            (with any necessary endorsement).

            (c)   In order to permit the Agent to exercise the voting and other
rights which it may be entitled to exercise pursuant to Section 6(b)(i), and to
receive all dividends and distributions which it may be entitled to receive
under Section 6(b)(ii), the Company shall, if necessary, upon written notice
from the Agent, from time to time execute and deliver to the Agent appropriate
dividend payment orders and other instruments as the Agent may reasonably
request. To this end, the Company hereby irrevocably constitutes and appoints
the Agent the proxy and attorney-in-fact of the Company, with full power of
substitution, to vote, and to act

                                       8
<PAGE>

with respect to, any and all Pledged Collateral that is securities standing in
the name of the Company or with respect to which the Company is entitled to vote
and act, subject to the understanding that such proxy may not be exercised
unless an Event of Default has occurred and is continuing. The proxy herein
granted is coupled with an interest, is irrevocable, and shall continue until
payment in full in cash of the Secured Obligations, the termination of the
Commitments and the expiration or termination of all outstanding Letters of
Credit.

      7.    Agent Appointed Attorney-in-Fact. The Company hereby appoints the
Agent the Company's true and lawful attorney-in-fact, with full authority in the
place and stead of the Company and in the name of the Company or otherwise, from
time to time in the Agent's discretion, subject to Section 6, to take any action
and to execute any document or instrument which the Agent may reasonably deem
necessary or desirable to accomplish the purposes of this Agreement, including,
without limitation, to receive, endorse and collect all instruments made payable
to the Company representing any dividend, interest payment or other distribution
in respect of the Pledged Collateral or any part thereof and to give full
discharge for the same. The Agent's liability, if any, otherwise arising under
applicable law shall be limited to amounts actually received as a result of the
exercise of the powers granted to it herein. No Agent or Bank, and no officer,
director, employee or agent of the Agent or any Bank, shall be responsible to
the Company for any act or failure to act hereunder, except that any such Person
shall be responsible for its own gross negligence or willful misconduct.

      8.    Agent May Perform. The Agent is authorized to perform, or cause
performance of, any agreement contained herein in the event that the Company
fails to timely perform the same, and the reasonable expenses of the Agent
incurred in connection therewith shall be payable by the Company. The Agent is
further authorized in its discretion to take any other action, either on its own
behalf or on behalf of the Company (and as regards actions taken on behalf of
the Company, this authorization is irrevocable and is an agency coupled with an
interest), as the Agent may elect, which the Agent may deem necessary or
appropriate to protect and preserve the rights, titles and interests of the
Agent hereunder. The powers conferred on the Agent pursuant to this Agreement
are conferred solely to protect the Secured Parties' interest in the Pledged
Collateral and shall not impose any duty or obligation on any Secured Party to
perform any of the powers herein conferred. No exercise of any of the rights
provided for in this Agreement constitute a retention of collateral in
satisfaction of indebtedness.

      9.    No Responsibility for Certain Actions; Indemnity. Neither the Agent
nor any other Secured Party shall have responsibility for (a) ascertaining or
taking action with respect to calls, conversions, exchanges, maturities, tenders
or other matters relative to any Pledged Collateral, whether or not the Agent or
any other Secured Party has or is deemed to have knowledge of such matters, (b)
taking any necessary steps to preserve any rights against any Person with
respect to any Pledged Collateral, or (c) supervising, monitoring or controlling
any aspect of the character or condition of any of the Pledged Collateral or any
operations conducted in connection with it for the benefit of the Company or any
other Person. The Company agrees to indemnify, defend and hold Secured Parties,
their respective shareholders, directors, officers, agents, advisors and
employees (collectively "Indemnified Parties") harmless from and against any and
all loss, liability, obligation, damage, penalty, judgment, claim, deficiency,
expense, action, suit, cost and disbursement of any kind or nature whatsoever
(including interest, penalties, attorneys' fees and amounts paid in settlement),
imposed on, incurred by or asserted

                                       9
<PAGE>

against the Indemnified Parties growing out of or resulting from this Agreement
or any transaction or event contemplated in it (except that such indemnity shall
not be paid to any Indemnified Party to the extent such loss, etc. directly
results from the gross negligence or willful misconduct of any of the
Indemnified Parties).

      10.   Remedies upon Default. If any Event of Default shall have occurred
and be continuing:

            (a)   The Agent may exercise in respect of the Pledged Collateral,
in addition to other rights and remedies provided for herein or otherwise
available to it, all the rights and remedies of a secured party after default
under the Uniform Commercial Code (the "Code") in effect in the State of New
York at that time (or such similar Canadian law legislation as may be
applicable, including the Personal Property Security Act (Alberta) and the Civil
Enforcement Act (Alberta), at that time), and, subject to applicable regulatory
and legal requirements, the Agent may also, without notice except as specified
below, sell the Pledged Collateral or any part thereof in one or more parcels at
public or private sale, at any exchange, broker's board or at any of the Agent's
offices or elsewhere, for cash, on credit or for future delivery, and upon such
other terms as the Agent may deem commercially reasonable. Upon consummation of
any such sale, the Agent shall have the right to assign, transfer and deliver to
the purchaser or purchasers thereof the Pledged Collateral so sold. Each such
purchaser at any such sale shall hold the property sold absolutely free from any
claim or right on the part of the Company, and the Company, for itself and for
its successors, receivers, trustees and assigns, and for any and all persons
ever claiming any interest in the Pledged Collateral, to the extent permitted by
law, hereby WAIVES all rights of extension, redemption, stay, valuation and
appraisal, and any similar right arising under the law of any country, which the
Company now has or may at any time in the future have under any rule of law or
statute now existing or hereafter enacted. The Company agrees that, to the
extent notice of sale shall be required by law, at least 10 days' notice to the
Company of the time and place of any public sale or the time after which any
private sale is to be made shall constitute reasonable notification. The Agent
shall not be obligated to make any sale of Pledged Collateral regardless of
notice of sale having been given. The Agent may adjourn any public or private
sale from time to time by announcement at the time and place fixed therefor, and
such sale may, without further notice, be made at the time and place to which it
was so adjourned. The Company hereby WAIVES any claims against the Agent arising
by reason of the fact that the price at which any Pledged Collateral may have
been sold at such a private sale was less than the price which might have been
obtained at a public sale, even if the Agent accepts the first offer received
and does not offer such Pledged Collateral to more than one offeree. At any
public sale made pursuant to this Section 10, any Secured Party may bid for or
purchase, free from any right of redemption, stay or appraisal, and any similar
right arising under the law of any country, on the part of the Company (all said
rights being also hereby WAIVED and released), the Pledged Collateral or any
part thereof offered for sale and may make payment on account thereof by using
any claim then due and payable to it from any Borrower, any Guarantor and/or the
Company as a credit against the purchase price, and it may, upon compliance with
the terms of sale, hold, retain and dispose of such property without further
accountability to the Company therefor. For purposes hereof, (i) a written
agreement to purchase the Pledged Collateral or any portion thereof shall be
treated as a sale thereof, (ii) the Agent shall be free to carry out such sale
pursuant to such agreement and (iii) the Company shall not be entitled to the
return of the Pledged Collateral or any portion thereof subject thereto,

                                       10
<PAGE>

notwithstanding the fact that after the Agent shall have entered into such an
agreement all Events of Default shall have been remedied and the Secured
Obligations paid in full. As an alternative to exercising the power of sale
herein conferred upon it, the Agent may proceed by a suit or suits at law or in
equity to foreclose upon the Pledged Collateral and to sell the Pledged
Collateral or any portion thereof pursuant to a judgment or decree of a court or
courts having competent jurisdiction or pursuant to a proceeding by a
court-appointed receiver. Any sale pursuant to the provisions of this Section 10
shall be deemed to conform to the commercially reasonable standards as provided
in the Code. The Company covenants and agrees that it will execute and deliver
such documents and take such other action as the Agent deems necessary or
advisable in order that any such sale may be made in compliance with applicable
law.

            (b)   In addition to the rights and remedies described in paragraph
(a) of this Section 10, the Agent shall have all the following rights and
remedies:

                  (i)   it shall not be necessary that the Pledged Collateral or
            any part thereof be present at the location of any sale pursuant to
            the provisions of this Section 10;

                  (ii)  the sale by the Agent of less than the whole of the
            Pledged Collateral shall not exhaust the rights of the Agent
            hereunder, and the Agent is specifically empowered to make
            successive sale or sales hereunder until the whole of the Pledged
            Collateral shall be sold; and, if the proceeds of such sale of less
            than the whole of the Pledged Collateral shall be less than the
            aggregate of the Secured Obligations, this Agreement and the
            security interest created hereby shall remain in full force and
            effect as to the unsold portion of the Pledged Collateral just as
            though no sale had been made;

                  (iii) in the event any sale hereunder is not completed or is
            defective in the opinion of the Agent, such sale shall not exhaust
            the rights of the Agent hereunder and the Agent shall have the right
            to cause a subsequent sale or sales to be made hereunder; and

                  (iv)  demand of performance, advertisement and presence of
            property at sale are hereby WAIVED and the Agent is hereby
            authorized to sell hereunder any financial asset it may hold as
            security for the Secured Obligations. All demands and presentments
            of any kind or nature are expressly WAIVED by the Company. The
            Company hereby WAIVES the right to require the Agent to pursue any
            other remedy for the benefit of the Company and agrees that Secured
            Party may proceed against any Person for the amount of the
            Obligations owed to the Agent without taking any action against any
            other Person and without selling or otherwise proceeding against or
            applying any of the Pledged Collateral in the Agent's possession.

            (c)   The Company recognizes that, by reason of certain prohibitions
contained in the Securities Act of 1933 and applicable state securities laws,
the Agent may be compelled, with respect to any sale of all or any part of the
Pledged Collateral, to limit purchasers to those who will agree, among other
things, to acquire such securities for their own account, for

                                       11
<PAGE>

investment, and not with a view to the distribution or resale thereof. The
Company acknowledges and agrees that any such sale may result in prices and
other terms less favorable to the seller than if such sale were a public sale
without such restrictions and agrees that such circumstances shall not be a
factor in determining whether such sale has been made in a commercially
reasonable manner. The Agent shall be under no obligation to delay the sale of
any of the Pledged Collateral for the period of time necessary to permit the
Company to register such securities for public sale under the Securities Act of
1933, or under applicable state securities laws, even if the Company would agree
to do so.

            (d)   If the Agent determines to exercise its right to sell any or
all of the Pledged Collateral, upon written request, the Company shall, and
shall cause each of its direct Subsidiaries to, from time to time, furnish to
the Agent all such information as the Agent may reasonably request in order to
determine the number of shares and other instruments included in the Pledged
Collateral which may be sold by the Agent as exempt transactions under the
Securities Act of 1933 and rules of the Securities and Exchange Commission
thereunder, as the same are from time to time in effect.

            (e)   Any cash held by the Agent as Pledged Collateral and all cash
proceeds received by the Agent in respect of any sale of, collection from, or
other realization upon all or any part of the Pledged Collateral shall be
applied by the Agent (unless otherwise required by law):

            First, to the payment of the costs and expenses of retaking,
      holding, preparing for sale, or selling the Pledged Collateral or any
      portion thereof, including all expenses (including, without limitation,
      any legal fees and disbursements and the allocated cost of in-house
      counsel), liabilities and advances made or incurred by the Agent in
      connection therewith;

            Next, to the Agent and the other Secured Parties in partial payment
      of the Secured Obligations; and

            Finally, after payment in full in cash of all Secured Obligations,
      termination of the Commitments and expiration or termination of all
      outstanding Letters of Credit, to the payment to the Company, or its
      successors or assigns, or to whomsoever may be lawfully entitled to
      receive the same or as a court of competent jurisdiction may direct, of
      any surplus then remaining from such cash and cash proceeds.

            (f)   All remedies herein expressly provided for are cumulative of
any and all other remedies existing at law or in equity and are cumulative of
any and all other remedies provided for in any other instrument securing the
payment of the Obligations, or any part thereof, or otherwise benefiting the
Secured Parties, and the resort to any remedy provided for hereunder or under
any such other instrument or provided for by law shall not prevent the
concurrent or subsequent employment of any other appropriate remedy or remedies.

            (g)   The Secured Parties may resort to any security given by this
Agreement or to any other security now existing or hereafter given to secure the
payment of the Obligations, in

                                       12
<PAGE>

whole or in part, and in such portions and in such order as may seem best to
such Secured Party in its sole and uncontrolled discretion, and any such action
shall not in anywise be considered as a waiver of any of the rights, benefits or
security interests evidenced by this Agreement.

      11.   Expenses. The Company will upon demand pay to the Agent the amount
of any and all reasonable costs, disbursements and expenses of every character,
including without limitation the reasonable fees and expenses of its counsel
(including the reasonable allocated cost of in-house counsel), subject to the
limitations expressed in Section 13.5 of the Credit Agreement, and of any
experts, incurred or expended by the Agent from time to time in connection with:
(a) the preparation, negotiation, documentation, closing, renewal, revision,
modification, renegotiation or review of this Agreement; (b) the custody or
preservation of, or the sale of, collection from, or other realization upon, any
of the Pledged Collateral, (c) the exercise or enforcement of any of the rights
of the Agent or any other Secured Party hereunder, or (d) the failure by the
Company to perform or observe any of the provisions hereof.

      12.   Amendments, Etc. No amendment or waiver of any provision of this
Agreement nor consent to any departure by the Company herefrom shall in any
event be effective unless the same shall be in writing and signed by the Agent,
and, in the case of amendment, by the Company, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given and to the extent therein specified. The Agent may waive any
default without waiving any other prior or subsequent default, and the Agent may
remedy any default without waiving the default remedied. The failure by the
Agent to exercise any right, power or remedy upon any default shall not be
construed as a waiver of such default or as a waiver of the right to exercise
any such right, power or remedy at a later date. No single or partial exercise
by the Agent of any right, power or remedy hereunder shall exhaust the same or
shall preclude any other or further exercise thereof, and every such right,
power or remedy hereunder may be exercised at any time and from time to time. No
notice to nor demand on the Company in any case shall of itself entitle the
Company to any other or further notice or demand in similar or other
circumstances. Acceptance by the Agent of any payment in an amount less than the
amount then due on the Secured Obligations shall be deemed an acceptance on
account only and shall not in any way affect the existence of a default
hereunder. No waiver, release, consent by Agent pursuant to this Agreement shall
affect or impair the rights of a Secured Party against any third party, except
to the extent specifically agreed to by the Secured Party in such writing.

      13.   Address for Notices. Except as otherwise provided herein, all
notices, requests and other communications provided for pursuant to this
Agreement or any other Credit Document shall be in writing (including
telegraphic, telex, facsimile transmission or cable communication and confirmed
in original writing) and mailed, telegraphed, telexed, telefaxed, cabled or
delivered, if to the Company to its address specified on the signature page of
this Agreement; if to any Bank, to its Domestic Lending Office; and if to the
Agent, to its address specified on the signature pages of the Credit Agreement;
or, if to the Company or the Agent, to such other address as shall be designated
by such party in a written notice to the other party. All such notices and
communications shall be effective (i) if mailed, on the fifth day after being
deposited in the United States Postal Service, (ii) on the next day after being
delivered to a service for overnight delivery, (iii) if telegraphed, telecopied,
cabled or telexed, on the day delivered to the telegraph company, transmitted by
telecopier, confirmed by telex answerback or

                                       13
<PAGE>

delivered to the cable company, respectively, or (iv) if delivered, upon
delivery, except that notices pursuant to Article XI of the Credit Agreement
shall not be effective until received by the Agent. Actual notice shall always
be effective.

      14.   Continuing Security Interest. This Agreement shall create a
continuing security interest in the Pledged Collateral and shall (a) remain in
full force and effect until payment in full in cash (after the termination of
the Commitments and the expiration or termination of all outstanding Letters of
Credit) of the Secured Obligations; (b) continue to be effective if at any time
payment and performance of the Secured Obligations is, pursuant to applicable
law, rescinded or reduced in amount, or must otherwise be restored by the Agent
or any other Secured Party; (c) be binding upon the Company, its successors and
assigns, and any trustee, receiver, or conservator of the Company, and any
successors in interest of the Company in and to all or any part of the Pledged
Collateral; and (d) inure, together with the rights and remedies of the Agent
hereunder, to the benefit of the Agent, the other Secured Parties and their
respective successors, transferees and assigns. Without limiting the generality
of the foregoing clause (d), the Agent and/or any Bank may assign or otherwise
transfer its rights and obligations under the Credit Agreement to any other
Person or entity, and such other Person or entity shall thereupon become vested
with all the benefits in respect thereof granted to such Bank herein or
otherwise, all as provided in, and to the extent set forth in, the Credit
Agreement. Upon the payment in full in cash (after the termination of the
Commitments and the expiration or termination of all outstanding Letters of
Credit) of the Secured Obligations, the Company shall be entitled to the return,
upon its request and at its expense, of such of the Pledged Collateral as shall
not have been sold or otherwise applied pursuant to the terms hereof.

      15.   Security Interest Absolute. All rights and security interests of the
Secured Parties hereunder, and all obligations of the Company hereunder, shall
be absolute and unconditional irrespective of:

            (a)   any lack of validity or enforceability of the Credit
Agreement, any other Credit Document, or any other agreement or instrument
relating thereto;

            (b)   any change in the time, manner or place of payment of, or in
any other term of, all or any of the Secured Obligations (including, without
limitation, the possible extension of the Commitment Termination Date and
increase of the amount of the Commitments all on the terms and conditions set
forth in the Credit Agreement), or any other amendment, renewal or waiver of or
any consent to any departure from the Credit Agreement or any other Credit
Document;

            (c)   any exchange, release or non-perfection of any other
collateral, or any release or amendment or waiver of or consent to departure
from any guaranty, for all or any of the Obligations;

            (d)   any indulgence, moratorium or release granted by any Secured
Party, including but not limited to (i) any renewal, extension or modification
which a Secured Party may grant with respect to the Obligations, (ii) any
surrender, compromise, release, renewal, extension, exchange or substitution
which a Secured Party may grant in respect of any item

                                       14
<PAGE>

securing the Obligations, or any part thereof or any interest therein, or (iii)
any release or indulgence granted to any endorser, guarantor or surety of the
Obligations; or

            (e)   any other circumstance which might otherwise constitute a
defense available to, or a discharge of, the Company or a third party pledgor.

      16.   Use of Copies. Any carbon, photographic or other reproduction of
this Agreement or any financing statement signed by the Company is sufficient as
a financing statement for all purposes, including without limitation, filing in
any state as may be permitted by the provisions of the Uniform Commercial Code
of such state.

      17.   Right of Set-off.

            (a)   Upon the occurrence and during the continuation of any Event
of Default under the Credit Agreement, each Bank is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set-off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other indebtedness at any time owing by such Bank
to or for the credit or the account of the Company against any and all of the
Secured Obligations, irrespective of whether or not such Bank shall have made
any demand under this Agreement and although such Secured Obligations may be
contingent and unmatured. Each Bank which sets-off pursuant to this Section
17(a) shall give prompt notice to the Company following the occurrence thereof;
provided that the failure to give such notice shall not affect the validity of
the set-off.

            (b)   Any payment obtained by any Bank pursuant to Section 17(a) (or
in any other manner directly from the Company) shall be remitted to the Agent
and distributed among the Secured Parties in accordance with the provisions of
Section 10(e).

      18.   Severability. If for any reason any provision or provisions hereof
are determined to be invalid and contrary to any existing or future law, such
invalidity shall not impair the operation of or affect those portions of this
Agreement which are valid. Each waiver in this Agreement is subject to the
overriding and controlling rule that it shall be effective only if and to the
extent that (a) it is not prohibited by applicable law and (b) applicable law
neither provides for nor allows any material sanctions to be imposed against the
Secured Parties for having bargained for and obtained it.

      19.   WAIVER OF JURY TRIAL. THE COMPANY HEREBY WAIVES AND AGREES TO WAIVE
ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY ACTION, SUIT OR
PROCEEDING ARISING OUT OF OR RELATED IN ANY WAY TO THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT.

      20.   GOVERNING LAW; JURISDICTION.

            (a)   THIS AGREEMENT AND EACH ISSUE ARISING HEREUNDER SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
(EXCLUDING ITS CONFLICTS OF LAWS PRINCIPLES), EXCEPT TO THE EXTENT PROVIDED IN
SECTION 13.14(b) OF THE CREDIT AGREEMENT AND TO THE EXTENT THAT THE FEDERAL LAWS
OF

                                       15
<PAGE>

THE UNITED STATES OF AMERICA MAY OTHERWISE APPLY. THE PARTIES AGREE THAT THIS
CHOICE OF NEW YORK LAW HAS BEEN MADE PURSUANT TO SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK. UNLESS OTHERWISE DEFINED HEREIN OR IN
THE CREDIT AGREEMENT, TERMS DEFINED IN ARTICLES 8 AND 9 OF THE UNIFORM
COMMERCIAL CODE IN THE STATE OF NEW YORK ARE USED HEREIN AS THEREIN DEFINED.

            (b)   EXCEPT AS OTHERWISE PROVIDED IN SECTION 20(D), ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS
OF THE STATE OF NEW YORK LOCATED IN THE BOROUGH OF MANHATTAN OR OF THE UNITED
STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND
DELIVERY OF THIS AGREEMENT, THE COMPANY HEREBY CONSENTS, FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, TO THE JURISDICTION OF THE AFORESAID COURTS. THE
COMPANY HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING WITHOUT LIMITATION,
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, ANY OTHER CREDIT
DOCUMENT, OR ANY DOCUMENT RELATED TO THIS AGREEMENT OR ANY OTHER CREDIT
DOCUMENT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTIONS BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. The parties agree
that, for the purpose of any proceeding brought in The Netherlands to enforce a
final judgment of the aforesaid courts, (a) the pledge and grant of a security
interest described in Section 1 of this Agreement shall be construed to grant to
the Agent, in addition, a first ranking right of pledge (pandrecht) under the
law of The Netherlands and (b) any findings of fact rendered by such courts
shall be (and shall be deemed to be) admitted by each party.

            (c)   The Company has irrevocably appointed CT Corporation System,
with an office at 111 Eighth Avenue, New York, New York, 10011 (the "Process
Agent"), as its agent to receive on behalf of the Company and its property
service of copies of the summons and complaint and any other process which may
be served in any action or proceeding arising out of or relating to this
Agreement. Such service may be made by mailing or delivering a copy of such
process to the Company in care of the Process Agent at the Process Agent's above
address, and the Company hereby irrevocably authorizes and directs the Process
Agent to accept such service on its behalf. As an alternative method of service,
the Company also irrevocably consents to the service of any and all process in
any such action or proceeding by the mailing of copies of such process to the
Company at its address specified on the signature page hereof. Process may be
served in English, and the Company irrevocably waives any right accruing to it
under the Hague Convention on the Service Abroad of Judicial and Extrajudicial
Documents, the Hague Convention on the Taking of Evidence Abroad in Civil or
Commercial Matters, the law of The Netherlands, and any similar treaty regarding
the service of process or the collection of evidence. Any process and documents
to be sent to the other party containing languages other than English shall be
sent with English translations certified by the sender, and the sending party
shall bear the translation costs.

            (d)   Nothing in this Section 20 shall affect the right of the Agent
or any other Secured Party to serve legal process in any other manner permitted
by law or affect the right of

                                       16
<PAGE>

the Agent or any other Secured Party to bring any action or proceeding against
the Company in the courts of any other jurisdictions.

            (e)   To the extent the Company has or hereafter may acquire any
immunity from jurisdiction of any court or from any legal process (whether
through service or notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) with respect to itself or its property, the
Company hereby irrevocably waives such immunity in respect of its obligations
under this Agreement.

            (f)   THIS AGREEMENT TOGETHER WITH THE OTHER CREDIT DOCUMENTS
EMBODIES THE ENTIRE AGREEMENT AND UNDERSTANDING AMONG THE PARTIES WITH RESPECT
TO ITS SUBJECT MATTER AND SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS AGREEMENTS AND
UNDERSTANDINGS OF SUCH PERSONS, VERBAL OR WRITTEN, RELATING TO SUCH SUBJECT
MATTER.

      21.   Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original for all purposes;
but such counterparts shall be deemed to constitute but one and the same
instrument.

      22.   Waiver of Subrogation. The Company expressly WAIVES any and all
rights of subrogation, reimbursement and contribution (contractual, statutory or
otherwise) against the Secured Parties, individually and collectively, including
without limitation, any claim or right of subrogation under the Bankruptcy Code
(Title 11 of the U.S. Code) or any successor statute, arising from the existence
or performance of this Agreement and the Company irrevocably WAIVES any right to
enforce any remedy which the Secured Parties, or any one or more of them, now
have or may hereafter have against Borrowers and WAIVES any benefit of, and any
right to participate in, any security now or hereafter held by the Secured
Parties, or any one or more of them, until the Secured Obligations have been
paid and performed in full (after the termination of the Commitments and the
expiration or termination of all outstanding Letters of Credit).

      23.   Subordination. The Company hereby expressly covenants and agrees for
the benefit of the Secured Parties that all obligations and liabilities of the
Borrowers to the Company of whatsoever description (including, without
limitation, all intercompany receivables of the Company from each of the
Borrowers) shall be subordinated and junior in right of payment to the Secured
Obligations. Following the occurrence of an Event of Default, all indebtedness
of the Borrowers to the Company shall, if the Agent shall so request, be
collected and received by the Company as trustee for the Secured Parties and
paid over to the Secured Parties, or any one or more of them, as the case may
be, on account of the Secured Obligations, but without reducing or affecting in
any manner the obligations of the Company under this Agreement.

      24.   Incorporation by Reference.

            (a)   Article I of the Credit Agreement is incorporated by reference
in this Agreement. Article XII of the Credit Agreement is incorporated by
reference in this Agreement with the same effect as if the Company were named as
a Borrower therein.

                                       17
<PAGE>

            (b)   The limitation on the Secured Obligations described in Section
2 of this Agreement shall not affect or excuse the liability or obligations of
any Guarantor, nor may any similar limitation in Section 11.2 of the Credit
Agreement be raised as a defense to any action or claim against the Company
(collectively, such limitations are herein referred to as the "Limitations").
The Agent shall have the right to determine and designate from time to time,
without notice or assent of the Company, which portions of the Obligations to
which such limitations apply, and the Company acknowledges that such
determination and designation shall be conclusive. This Agreement shall not fail
or be ineffective or invalid or be considered too indefinite or contingent with
respect to the Company because the deemed Guaranteed Debt applicable to the
Company may fluctuate from time to time or for any other reason. The Company
agrees that, as it relates to its deemed Guaranteed Debt, any payment or
prepayment by any Guarantor or any other Person against any part of the Secured
Obligations shall be deemed paid first against that portion that is limited by
the Limitations, and the balance, if any, shall be applied to remaining Secured
Obligations, in such order and manner as the Agent shall determine in its sole
discretion. The Company's covenants, agreements and obligations under this
Agreement shall in no way be released, diminished, reduced, impaired or
otherwise affected by reason of the happening from time to time of any of the
matters, events or conditions described in Section 11.4 of the Credit Agreement,
regardless of whether the Company is given any notice or is asked for or gives
any consent (all requirements for which, however arising, the Company hereby
WAIVES). In addition to the other terms and conditions of this Agreement, the
Company agrees that every waiver, release, subordination, representation,
warranty and agreement described in Article XI of the Credit Agreement (except
those imposing vicarious, personal liability on Guarantors for the Obligations
(e.g., Sections 11.2, 11.7 and 11.19)) are hereby made by the Company and made a
part of this Agreement, and the same shall apply, with necessary changes in
points of detail, to this Agreement to the same extent as if the Company were
named as a Guarantor and Borrower in the Credit Agreement.

      25.   Miscellaneous Terms.

            (a)   The Company represents and warrants to the Agent and the other
Secured Parties that (i) no resolution of the general meeting of shareholders is
in effect which would require approval from the general meeting of shareholders
or any other party in connection with the execution of this Agreement or the
performance of this Agreement in accordance with its terms, (ii) Vintondale
Corporation N.V. ("Vintondale") is aware of the terms and conditions of this
Agreement and has consented to the Company's execution of it, (iii) with the
exception of subordinated intercompany Indebtedness owing to Vintondale or WGI
which is subject to terms and conditions which the Agent has approved in writing
are to its reasonable satisfaction and tax obligations arising in the ordinary
course of business that are not yet due and payable, the Company is not directly
or indirectly indebted to any Person, nor has it guaranteed the indebtedness of
any Person, (iv) no shareholder or shareholders of the Company have passed a
resolution approving a voluntary winding-up of the Company or approved a
statutory merger (juridische fusie) (as disappearing entity), (v) no receiver,
trustee, administrator or similar officer has been appointed in respect of the
Company, (vi) no petition has been presented to a court for the bankruptcy
(faillissment), dissolution (ontbinding en vereffening), voluntary dissolution
(ontbinding), or suspension of payments (surseance van betaling) of the Company,
and (vii) the execution and performance of this Agreement is in the Company's
direct interests, serves to

                                       18
<PAGE>

attain the objects expressed in the Company's articles of association, and does
not jeopardize the subsistence of the Company.

            (b)   The Company covenants that it shall not incur any indebtedness
(other than subordinated intercompany Indebtedness to Vintondale which is
subject to terms and conditions which the Agent has approved in writing are to
its reasonable satisfaction) and tax obligations arising in the ordinary course
of business) or guarantee the obligations of any Person, in excess of US$100,000
in each case, without (i) notifying the Agent in writing at least five days in
advance of the incurrence of the debt (unless the creditor is a Subsidiary of
WGI) or the issuance of the guarantee and, (ii) unless such obligee is a
Subsidiary of WGI having actual knowledge of the pledge and security interest
granted in this Agreement, informing the obligee in writing of the existence,
nature and extent of the pledge and security interest granted in this Agreement.

            (c)   The Company shall cause to be prominently noted each year in
its publicly filed annual statement of accounts that all of its interests in the
Pledged Collateral have been pledged to the Agent to secure a credit facility
extended to the Company's affiliates for an aggregate principal amount of up to
$150,000,000 and certain related Hedging Obligations of such affiliates
described in such credit facility.

            (d)   The Company shall register the pledge of receivables under
this Agreement with the relevant Inspectie voor de Registratie en Successie in
The Netherlands.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       19
<PAGE>

                 [SIGNATURE PAGE TO MUSKETEER PLEDGE AGREEMENT]

      IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.

                                       MUSKETEER OIL B.V.

                                       By: _____________________________________
                                       Name: ___________________________________
                                       Title: __________________________________

      With a copy to:              Address:

      John N. Hove, Esq.           Museumplein 11, 1071 DJ
      3700 First Place Tower       Amsterdam, The Netherlands
      15 East Fifth Street         Attention: Floris van der Rhee
      Tulsa, Oklahoma 74103-4344   Telex: 18709
      U.S.A.                       Answerback: HOLD NL
      Telecopier: 918/586-5714     Telecopier: 011-31-20-6647747

                                       AGREED TO:

                                       CREDIT LYONNAIS NEW YORK
                                       BRANCH, as Agent

                                       By: _____________________________________
                                       Title:___________________________________

                                       By: _____________________________________
                                       Title:___________________________________

      By signing below, WILLBROS U.S.A., INC. confirms that an executed copy of
this Pledge Agreement dated as of ________, 2002 between Musketeer Oil B.V. and
Credit Lyonnais New York Branch, as Agent, has been submitted to it and
acknowledges the above pledge of the Pledged Collateral.

                                       WILLBROS U.S.A., INC.

                                       By: _____________________________________
                                       Name: ___________________________________
                                       Title:___________________________________

                 [SIGNATURE PAGE TO MUSKETEER PLEDGE AGREEMENT]

<PAGE>

      By signing below, MSI ENERGY SERVICES INC. confirms that an executed copy
of this Pledge Agreement dated as of ___________, 2002 between Musketeer Oil
B.V. and Credit Lyonnais New York Branch, as Agent, has been submitted to it and
acknowledges the above pledge of the Pledged Collateral.

                                       MSI ENERGY SERVICES INC.

                                       By: _____________________________________
                                       Name: ___________________________________
                                       Title:___________________________________

                 [SIGNATURE PAGE TO MUSKETEER PLEDGE AGREEMENT]

<PAGE>

                                   EXHIBIT K-1

                          FORM OF PANAMA SHIP MORTGAGE

                         FIRST PREFERRED NAVAL MORTGAGE

      In the City of Panama, Republic of Panama, on the [__] day of [_____]
2002, this First Preferred Naval Mortgage (the "Mortgage") is entered into by
and between, on the one part, WILLBROS MARINE ASSETS, INC., a company organised
and existing under the laws of the [Republic of Panama] (the "Mortgagor", which
expression shall include its successors and assigns), with offices at c/o
WILLBROS USA, 4400 Post Oak Parkway, Suite 1000, Houston, Texas 77027, U. S. A.,
represented for this purpose by [Mr. Gian Castillero], a United States citizen,
pursuant to [a power of attorney duly granted in [Houston, Texas]] on [_____
2002], and, on the other part, CREDIT LYONNAIS NEW YORK BRANCH, a banking entity
chartered under the laws of the [______] and having its offices at 1031 Avenue
of the Americas, New York, New York, 10019, U.S.A. (the "Mortgagee" or the
"Agent", which expression includes its successors and assigns), as Agent for
itself and the financial institutions that from time to time may be parties to
the Credit Agreement described herein (each, a "Bank" and collectively, the
"Banks"), represented for this purpose by [_________], pursuant to a power of
attorney granted in [___,___], on [_____ 2002], in accordance with the following
terms and conditions:

      WHEREAS, the Mortgagor is the sole legal owner of the whole (100%) of the
Vessel (as herein defined).

      WHEREAS, pursuant to the terms of a Credit Agreement dated as of June 14,
2002 (the "Credit Agreement"), the Banks agreed to make available to Willbros
Group, Inc. (the "Company"), the Mortgagor and the other Obligors (as defined in
the Credit Agreement) (each, an "Obligor" and together, the "Obligors") a
revolving credit facility available for loans and letters of credit upon the
terms and conditions set forth in the Credit Agreement and the other Credit
Documents, up to a maximum available principal amount equal to ONE HUNDRED AND
FIFTY MILLION US DOLLARS (US$ 150,000,000.00).

      WHEREAS, as contemplated by the Credit Agreement, the Obligors and any
Bank or Affiliate of a Bank will enter into certain Hedging obligations in an
aggregate principal amount not to exceed THREE HUNDRED MILLION US DOLLARS (US$
300,000,000.00).

      WHEREAS, the Banks have conditioned their obligations under the Credit
Agreement upon the execution and delivery by the Mortgagor of this Mortgage, and
the Mortgagor has agreed to enter into the Mortgage.

      NOW, THEREFORE, in order to comply with the terms and conditions of the
Credit Agreement and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Mortgagor and the Mortgagee
agree as follows:

1.    DEFINED TERMS

<PAGE>

(a)   All capitalized terms used herein and not defined elsewhere in this
      Mortgage shall have the meanings assigned such terms in the Credit
      Agreement. In addition to any other capitalized terms defined elsewhere in
      this Mortgage, the following terms and expressions shall have the
      following meanings:

      "Applicable Margin" means, with respect to interest and fees described in
      the Pricing Schedule (i) on any day when no Event of Default has occurred
      and is continuing, the per annum percentage, expressed in basis points,
      set forth for such interest and fees in the Pricing Schedule determined by
      the Ratio of Consolidated Debt to Adjusted EBITDA on such date, and (ii)
      on any day when an Event of Default (as defined in the Credit Agreement)
      has occurred and is continuing, the "Applicable Margin" determined
      pursuant to clause (i) above from the Pricing Schedule for the applicable
      interest or fees, plus two hundred (200) basis points per annum.

      "Base Rate" means, for any day, a rate per annum equal to the higher of
      (a) the Prime Rate for such day and (b) the sum of 1/2 of 1% plus the
      Federal Funds Rate for such day. Any change in the Base Rate established
      by the Agent shall take effect at the opening of business on the day
      specified in the public announcement of such change. If for any reason the
      Agent shall have determined (which determination shall be conclusive
      absent manifest error) that it is unable to ascertain the Federal Funds
      Rate for any reason, including the inability or failure of the Agent to
      obtain sufficient bids or publications in accordance with the terms of the
      Credit Agreement, the Base Rate shall be the Prime Rate until the
      circumstances giving rise to such inability no longer exist.

      "Base Rate Loan" means a Loan that bears interest as provided in the
      Credit Agreement at a rate per annum based on the Base Rate.

      "Business Day" means any day other than a Saturday, Sunday or other day on
      which commercial banks in New York City or Houston, Texas are authorised
      or required by law to close or, if such day relates to a borrowing of, a
      payment or prepayment of principal of or interest on, or an Interest
      Period for, a Eurodollar Rate Loan or a notice with respect to any such
      borrowing, payment, prepayment or Interest Period, which is also a day on
      which dealings in Dollar deposits are carried out in the London interbank
      Dollar market.

      "Commitments" means, the commitments of the Banks to make Loans and to
      issue and/or participate in Letters of Credit.

      "Conversion Date" means any date on which the Company elects to convert a
      Base Rate Loan to a Eurodollar Rate Loan or a Eurodollar Rate Loan to a
      Base Rate Loan.

      "Credit Documents" means the Credit Agreement, this Mortgage and all other
      documents, instruments, agreements, certificates and notices at any time
      executed and/or delivered to the Agent or any Bank in connection
      therewith.

      "Default Rate" means, for any day, the Base Rate plus the Applicable
      Margin for Base Rate Loans on such day, plus two percent (2%).

                                       2
<PAGE>

      "Earnings" means all moneys whatsoever due or to become due to the
      Mortgagor at any time during the Security Period arising out of the use or
      operation of the Vessel, including (but without prejudice to the
      generality of the foregoing) all freight, hire (including, but not limited
      to all payments from any charterparty or pool agreement) and passage
      moneys, compensation payable to the Mortgagor in the event of requisition
      of the Vessel, all remuneration for salvage and towage services, demurrage
      and detention moneys and any damages for breach (or payments for variation
      or termination) of any charterparty or other contract for the employment
      of the Vessel.

      "Eurodollar Rate" means, for each Interest Period for any Eurodollar Rate
      Loan, an interest rate per annum (rounded upward, if necessary, to the
      nearest 1/100th of one percent), determined pursuant to the following
      formula:

                                               LIBOR
             Eurodollar Rate = ------------------------------------
                               1.00 - Eurodollar Reserve Percentage

      Where "Eurodollar Reserve Percentage" means for any Interest Period for
      Eurodollar Rate Loans the maximum reserve percentage (expressed as a
      decimal, rounded upward, if necessary, to the nearest 1/100th of one
      percent) as determined by the Agent in effect on the date LIBOR for such
      Interest Period is determined (whether or not applicable to any Bank)
      under regulations issued from time to time by the U.S. Federal Reserve
      Board for determining the maximum reserve requirement (including basic,
      emergency, supplemental and other marginal reserve requirements) with
      respect to liabilities or assets consisting of or including Eurocurrency
      Liabilities having a term equal to such Interest Period; and "LIBOR" means
      for any Interest Period for Eurodollar Rate Loans, the per annum rate of
      interest determined by the Agent to be the arithmetic mean (rounded
      upward, if necessary, to the nearest 1/100th of one percent) of the
      offered quotations appearing on Telerate Page 3750 (or if such Telerate
      page shall not be available, any successor or similar service selected by
      the Agent). If none of such Telerate Page 3750 or any successor or similar
      service is available, "LIBOR" applicable to any Interest Period for
      Eurodollar Rate Loans shall be the per annum rate (rounded upward, if
      necessary, to the nearest 1/100th of one percent) determined by the Agent
      based upon rates quoted at approximately 10:00 a.m. (London time) (or as
      soon thereafter as practicable) on the day two Business Days prior to the
      first day of such Interest Period for the offering by the Agent to leading
      dealers in the London interbank Dollar market of Dollar deposits for
      delivery on the first day of such Interest Period, in immediately
      available funds and having a term comparable to such Interest Period and
      in an amount comparable to the principal amount of the respective
      Eurodollar Rate Loan to which such Interest Period relates. Each
      determination by the Agent of the Eurodollar Reserve Percentage and LIBOR
      shall be conclusive and binding, absent manifest error.

      "Eurodollar Rate Loan" means a Loan that bears interest as provided in the
      Credit Agreement at a rate per annum based on the Eurodollar Rate.

                                       3
<PAGE>

      "Event of Default" means any of the events specified in Section 20 hereof.

      "Excess Risks" means the proportion of claims for general average and
      salvage charges and under the ordinary running-down clause not recoverable
      in consequence of the value at which a vessel is assessed for the purpose
      of such claim exceeding her insured value.

      "Financial Indebtedness" means, without duplication, (a) any indebtedness
      for borrowed money, (b) all obligations evidenced by notes, bonds,
      debentures or similar instruments, (c) all non-contingent reimbursement
      obligations with respect to any letter of credit, third party guarantee,
      or surety bond, (d) all contingent reimbursement obligations with respect
      to any financial guarantee, financial surety bond, financial standby
      letter of credit (other than an Existing LC that is backed up by a Letter
      of Credit), or similar financial instrument ensuring a Person against loss
      related to a financial obligation, and (e) all Capital Lease Obligations.

      "Hedging Obligations" means, with respect to any Obligor, obligations of
      such Obligor, in each case incurred in the ordinary course of business of
      such Obligor and not for speculative purposes, under (i) interest rate
      swap agreements, interest rate cap agreements and interest rate collar
      agreements, (ii) other agreements or arrangements designed to protect such
      Obligor against fluctuations in interest rates, (iii) agreements with
      respect to foreign exchange purchases and sales, and (iv) any foreign
      currency futures contract, option or similar agreement or arrangement
      designed to protect such Obligor against fluctuations in foreign currency
      rates.

      "Insurances" means all insurance coverages and all policies and contracts
      of insurance (which expression also includes all entries of the Vessel in
      a protection and indemnity or war risks club or association), including
      but not limited to those policies and contracts of insurance concerning
      fire and marine risks, including but not limited to additional perils
      (pollution) coverage, Excess Risks and freight interest risks, which are
      from time to time taken out or entered into in respect of the Vessel or
      its Earnings or otherwise howsoever in connection with the Vessel at the
      Mortgagee's option (on a full reimbursement basis from the Mortgagor) and
      all benefits thereby, which coverages, policies and contracts shall effect
      insurances in respect of the Vessel and its Earnings against risk, loss or
      damage of the kinds customarily insured against by Persons employing
      vessels of such type, size and class as the Vessel in the same or similar
      business as the business of the Mortgagor and in the jurisdictions where
      the Vessel operates.

      "Interest Period" means, with respect to any Eurodollar Rate Loan, the
      period commencing on the Business Day the Loan is disbursed or continued
      or on the Conversion Date on which the Loan is converted to the Eurodollar
      Rate Loan and ending on the date one, two, three or six months thereafter,
      as selected by the Company on behalf of any Borrower, subject to certain
      restrictions specified in the Credit Agreement.

      "Loan" means any loan or advance made to an Obligor as a Borrower under
      the Credit Agreement.

                                       4
<PAGE>

      "Maturity Date" means the earlier to occur of (a) June 14, 2005 or (b) the
      date on which the Commitments shall otherwise terminate in accordance with
      the provisions of the Credit Agreement.

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

      "Pricing Schedule" means the Pricing Schedule specified in the Credit
      Agreement, a copy of which is attached hereto as Exhibit A and made a part
      of this Mortgage.

      "Prime Rate" means the rate of interest publicly announced by the
      Mortgagee at its office in New York, New York from time to time as its
      prime rate.

      "Protection and Indemnity Risks" means the usual risks covered by a first
      class English or Norwegian protection and indemnity association including
      the proportion not recoverable in case of collision under the ordinary
      running-down clause.

      "Ratio of Consolidated Debt to Adjusted EBITDA" means the ratio of the
      Consolidated Debt to Adjusted EBITDA for the Company and its consolidated
      Subsidiaries, determined as of the most recent fiscal quarter end of the
      Company.

      "Required Amount" means (i) in the case of fire and marine risks
      (including but not limited to Excess Risks, hull interest and freight
      interest) and War Risks, not less than one hundred per cent (100%) of the
      fair market value of the Vessel as of the date of this Mortgage, and (ii)
      in the case of Protection and Indemnity Risk and additional perils
      (pollution) coverage, the fullest amount of coverage available for the
      size and vessel type of the Vessel and, in respect of the lawful cargo
      carrying activities, to which the Vessel is intended.

      "Requisition Compensation" means all moneys or other compensation payable
      during the Security Period by reason of requisition for title or other
      compulsory acquisition of the Vessel other than by requisition for hire.

      "Secured Obligations" means all amounts owing from time to time by the
      Mortgagor or any other Obligor to the Banks under the Credit Agreement or
      the other Credit Documents, or in respect of any permitted secured Hedging
      Obligations.

      "Security Period" means the period commencing on the date of this Mortgage
      and terminating upon discharge of the security created hereby by payment
      of all Secured Obligations.

      "Subsidiary" means any corporation, association, partnership, joint
      venture or other business entity of which forty-nine 49%) or more of the
      voting stock or other equity interests is owned or controlled directly or
      indirectly by a Person or by one or more other subsidiaries or parent
      entities of such Person or by any combination of the foregoing. For

                                       5
<PAGE>

      purposes of this Mortgage, The Oman Construction Company L.L.C., a company
      organized under the laws of the Sultanate of Oman, and Willbros (Nigeria)
      Limited and Willbros (Offshore) Nigeria Limited, each a company organized
      under the laws of the Federal Republic of Nigeria, will be treated as
      wholly-owned Subsidiaries of the Company.

      "Taxes" means any taxes, levies, imposts, duties, charges, fees,
      deductions and withholdings levied or imposed by any governmental or other
      taxing authority whatsoever.

      "Total Loss" means:

            (i)   the actual, constructive, arranged, agreed or compromised
                  total loss of the Vessel;

            (ii)  the requisition for title or other compulsory acquisition or
                  forfeiture of the Vessel otherwise than by requisition for
                  hire;

            (iii) capture, seizure, arrest, detention or confiscation of the
                  Vessel by any government or by Persons whether or not acting
                  or purporting to act on behalf of any government, unless the
                  Vessel shall be released from such capture, seizure, arrest,
                  detention or confiscation within one (1) month after
                  occurrence of any such event.

      "US$" or "Dollars" means the lawful currency of the United States of
      America.

      "Vessel" means the whole of the motor vessel "[Willbros 318][Eros III]",
      of the following dimensions and tonnages:

                  Length overall:   [_____] mts.

                  Breadth:          [_____] mts.

                  Depth:            [_____] mts.

                  Tons Gross:       [________]

                  Tons Net:         [________]

      having International Call Signs [______] and Provisional Patente of
      Navigation Number [2260-56-A [EROS III]][4093-74-E [WILLBROS 318]], and
      which appears registered in favour of the Mortgagor at the Microfilm
      (Mercantile) Section of the Panama Public Registry, at Microjacket ____,
      Roll ____, Frame __, since [DAY MONTH YEAR], and includes her engines,
      generators, machinery and equipment, masts, winches, anchors, chains,
      pumps and pumping equipment, furniture and fittings, boats, tackle,
      outfit, spare

                                       6
<PAGE>

      gear, fuel, consumable or other stores belongings and appurtenances
      whether on board or ashore and whether now owned or hereafter acquired.

      "War Risks" includes the risk of mines and all risks excluded from the
      standard form of English or Norwegian marine policy by the free of capture
      and seizure clause.

(b)   In this Mortgage, unless the contrary intention appears, a reference to:

            (i)   a provision of law or regulation is a reference to that
                  provision as amended or re-enacted;

            (ii)  a Clause or a Schedule is a reference to a clause or a
                  schedule in this Mortgage;

            (iii) any Person or juridical person is a reference to its
                  successors and assigns; and

            (iv)  this Mortgage, the Credit Agreement, any other Credit Document
                  or any other such document is a reference to this Mortgage,
                  the Credit Agreement, such other Credit Document or such other
                  document as amended, novated or supplemented from time to
                  time.

(c)   Where the context of this Mortgage so allows, words importing the singular
      include the plural and words importing the masculine gender include the
      feminine and neuter and vice versa.

(d)   The headings in this Mortgage are for convenience only and are to be
      ignored in construing this Mortgage.

2.    GRANT OF MORTGAGE

      In order to secure payment of the Secured Obligations and to secure the
performance and observance of and compliance with the covenants, terms and
conditions contained in this Mortgage, the Credit Agreement, and the other
Credit Documents, the Mortgagor has GRANTED, CONVEYED and MORTGAGED and does by
these presents GRANT, CONVEY and MORTGAGE unto the Mortgagee for the benefit of
the Banks and their respective successors and assigns, a First Preferred Naval
Mortgage on the Vessel, securing the payment of a maximum principal amount of
Three Hundred Million US Dollars (US$300,000,000.00) plus all other amounts for
whatsoever reason at any one time forming part of the Secured Obligations, and
the performance and observance of, and compliance with, the covenants, terms and
conditions contained in this Mortgage, the Credit Agreement, and the other
Credit Documents, to have and to hold the same unto the Mortgagee for the
benefit of the Banks, and this Mortgage constitutes a First Preferred Naval
Mortgage lien on the Vessel.

3.    INTEREST AND FEES

                                       7
<PAGE>

(a)   In respect of the Loans:

      (1)   Each Loan accrues interest as provided in the Credit Agreement on
            the outstanding principal amount thereof from the date when made
            until it is paid in full at a rate per annum equal to the Eurodollar
            Rate or the Base Rate, as the case may be, plus the Applicable
            Margin therefor specified in the Pricing Schedule.

      (2)   Provided no Event of Default has occurred and is continuing,
            interest on each Loan shall be payable as provided in the Credit
            Agreement, but no less than quarterly in arrears. After the
            occurrence and during the continuation of any Event of Default or
            after acceleration, interest shall be due on demand.

(b)   In respect of the Letters of Credit:

      (1)   Each Obligor for whose account a Letter of Credit is issued has
            unconditionally and irrevocably agreed in the Credit Agreement to
            reimburse the Issuing Bank for each payment made by the Issuing Bank
            under such Letter of Credit on the date the Issuing Bank makes such
            payment. Any such reimbursement obligation not made when due accrues
            interest at a rate per annum equal to the Default Rate, payable on
            demand.

      (2)   Each Obligor for whose account a Letter of Credit is issued has
            unconditionally and irrevocably agreed in the Credit Agreement to
            pay fees in respect thereof as provided in the Credit Agreement at a
            rate equal to the Applicable Margin for such Letter of Credit fees,
            such fees due and payable quarterly in arrears and calculated at the
            Applicable Margin specified therefor in the Pricing Schedule.

(c)   In respect of the Commitments, the Obligors have agreed to pay commitment
      fees in respect of the unused portion of the maximum committed amount from
      time to time, such fees being due and payable quarterly in arrears and
      calculated at the Applicable Margin specified therefor in the Pricing
      Schedule.

(d)   All interest and any other payments under the Credit Agreement, this
      Mortgage or any other Credit Document of an annual nature shall accrue
      from day to day and shall be calculated on the actual number of days
      elapsed and a year of 360 days, except in the case of interest payable in
      respect of Base Rate Loans (to the extent the Base Rate is then determined
      by the Prime Rate) which shall calculated on the actual number of days
      elapsed in a year of 365 or 366 days, as the case may be.

4.    PREPAYMENT AND REPAYMENT

(a)   Under the Credit Agreement, and subject to the terms thereof, the Loans
      may be repaid and reborrowed prior to the Maturity Date, and under some
      circumstances, must be repaid prior to the Maturity Date.

                                       8
<PAGE>

(b)   Under the Credit Agreement, following any drawing paid by the issuer of a
      Letter of Credit, the respective Borrower for whose account such Letter of
      Credit was issued must reimburse the issuer for the amount so paid on the
      date the issuer makes such payment.

5.    COSTS, EXPENSES AND INDEMNITIES

(a)   The Mortgagor shall pay to the Mortgagee, upon demand, all expenses
      (including but not limited to legal fees, out-of-pocket expenses, and
      value-added taxes if any) incurred by the Mortgagee in connection with the
      preparation, execution and (where appropriate) recording of the this
      Mortgage and any other documents delivered pursuant to the Mortgage or in
      connection with the preservation or enforcement of any rights hereunder
      and thereunder.

(b)   All advances and expenditures which the Mortgagee in its discretion may
      incur for repairs, insurance premiums, payments of claims, whether or not
      giving rise to liens or privileges on the Vessel, defense of suits, or for
      any other purpose whatsoever related hereto or to the Credit Agreement or
      the other Credit Documents, and all expenses, losses or damages sustained
      by the Mortgagee because of default under this Mortgage or any other
      Credit Document shall be repaid by the Mortgagor on demand and until so
      repaid shall be a debt due from the Mortgagor to the Mortgagee secured by
      this Mortgage, and shall subject to the Default Rate. The Mortgagee shall
      not be bound to make any such advances or expenditures nor shall the
      making thereof relieve the Mortgagor of any obligation or default with
      respect thereto.

(c)   All payments to be made by the Mortgagor shall be made without set-off or
      counterclaim.

(d)   All payments to be made by the Mortgagor shall be made free and clear of
      and without deduction for or on account of any present or future Taxes of
      any nature now or hereafter imposed unless the Mortgagor is compelled by
      law to make payment subject to any such Taxes. In that event, the
      Mortgagor shall (i) pay to the Mortgagee such additional amounts as may be
      necessary to ensure that the Mortgagee, receives a net amount equal to
      that which it would have received had such payment not been made subject
      to any Taxes, and (ii) deliver to the Mortgagee, within ten (10) calendar
      days of any request by it, an official receipt in respect of the payment
      of any Taxes so deducted.

(e)   The Mortgagor hereby agrees that no payment to the Mortgagee under this
      Mortgage or any other Credit Document pursuant to any judgment or order of
      any court or otherwise shall operate to discharge the liability of the
      Mortgagor for payment of the Secured Obligations unless and until payment
      in full of the Secured Obligations shall have been received by the
      Mortgagee for the benefit of the Banks. To the extent that the amount of
      any such payment shall be made in a currency other than U.S. Dollars and
      on actual conversion from such currency shall fall short of the amount of
      the relevant obligation expressed in U.S. Dollars, the Mortgagee and the
      Banks shall have a further and separate cause of action against the
      Mortgagor for the recovery of the amount of the shortfall.

6.    FREEDOM FROM ENCUMBRANCES

                                       9
<PAGE>

      The Mortgagor warrants hereby that the Vessel is free from any Lien
whatsoever other than the Lien of this Mortgage, and that it shall warrant and
defend title to and possession of the Vessel and every part thereof for the
benefit of the Mortgagee and the Banks, against the claims and demands of all
Persons whomsoever.

7.    PREVENTION OF AND RELEASE FROM ARREST

      The Mortgagor shall promptly discharge all debts, damages and other
liabilities or obligations whatsoever which have given or may give rise to
maritime or possessory liens on or claims enforceable against the Vessel which
may arise from time to time as a result of the use and operation thereof, and in
the event of an attachment, seizure or arrest of the Vessel or other detention
thereof in the exercise of any of the aforesaid liens, shall procure the release
from such attachment, seizure, arrest or detention forthwith upon receiving
notice thereof, by providing bail or otherwise as the circumstances may require,
within THIRTY (30) calendar days of the occurrence of any such event unless the
Mortgagee consents to a longer period. The Mortgagor shall give prompt written
notice to the Mortgagee of any such seizure, arrest or detention as soon as
possible after becoming aware of the occurrence of any such event.

8.    PREVENTION OF VARIOUS OBLIGATIONS

      Neither the Mortgagor nor any charterer nor the Master of the Vessel nor
any other Person has or shall have any right, power or authority to create or to
permit the creation of any obligations whatsoever involving the use or operation
of the Vessel which may give rise to liens or privileges thereon, other than the
obligations secured by this Mortgage, and obligations for crew's wages, salvage,
stevedores' and other wharfers' compensation or general average contributions,
without the written consent of the Mortgagee first obtained. Said written
consent to the creation of any single such obligation shall be limited thereto
and shall not in any manner be deemed to establish a general or further waiver
or consent that extend to any other obligations arising from the use or
operation of the Vessel.

9.    NOTICE OF MORTGAGE

      The Mortgagor shall keep or cause to be kept on board the Vessel at all
times a copy of this Mortgage in English together with the pertinent
documentation of the Vessel and will cause such a copy and documentation to be
exhibited on demand to any Person having business with the Vessel or to any
representative of the Mortgagee, and will place or cause to be placed and keep
prominently displayed in the most accessible of places a framed printed notice
of approximately six by nine inches in plain type reading as follows:

                               NOTICE OF MORTGAGE

            This vessel is owned by WILLBROS MARINE ASSETS, INC. and it is
      subject to a First Preferred Naval Mortgage dated June 14, 2002, as it may
      be supplemented or amended from time to time, in favour of CREDIT LYONNAIS
      NEW YORK BRANCH, as Agent under the Credit Agreement described therein.

                                       10
<PAGE>

            Under the terms of the mortgage, neither the mortgagor, as
      shipowner, any charterer, the Master of the Vessel nor any other person
      has any right, power or authority to create, incur or permit to be placed
      or imposed or continued upon this vessel any lien whatsoever other than
      for salvage, crew's wages, stevedores' and other wharfers' compensation
      and general average contributions.

10.   INSURANCES

(a)   The Mortgagor at its expense shall keep the Vessel and her rights fully
      covered by the Insurances, in each case in the Required Amount and/or with
      such insurers (or, in the case of War Risks and Protection and Indemnity
      Risks, such English or Norwegian war risks and protection and indemnity
      clubs or associations and policies) and by utilizing the services of such
      first class insurance brokers as the Mortgagee may approve. The Mortgagor
      agrees that it will punctually pay all insurance premiums, will timely
      submit (when relevant) U.S. Voyage Declarations in accordance with the
      Protection and Indemnity Risk terms of cover, will timely renew the
      Insurances and ensure that annual certificates are delivered to the
      Mortgagee evidencing that the Vessel is insured and that the Mortgagee is
      noted as mortgagee and loss payee in all the Vessel's insurance policies.

(b)   With respect to Protection and Indemnity Risks coverage, all moneys for
      claims under said coverage shall be paid to the Mortgagor; provided,
      however, that upon the occurrence of an Event of Default (as defined
      herein), all moneys for claims under said coverage shall be paid directly
      to the Mortgagee or as the Mortgagee may direct. The Mortgagor shall
      obtain the necessary consents or endorsements in the instruments of
      coverage or undertakings from the relevant protection and indemnity
      association or club where the Vessel may be entered which the Mortgagee
      may deem necessary or acceptable in order to substantially obtain and
      preserve the benefits of this Clause.

(c)   The Mortgagor shall procure that all instruments of coverage referred to
      in this Clause as relate to Insurances are effected through the approved
      brokers and are deposited with the approved brokers and that the approved
      brokers furnish the Mortgagee with pro forma copies thereof and a letter
      or letters of undertaking in such form as may be from time to time
      required by the Mortgagee.

(d)   The Mortgagor shall procure that any protection and indemnity and/or war
      risks clubs or associations wherein the Vessel is entered shall furnish
      the Mortgagee with a letter or letters of undertaking in such form as may
      from time to time be requested by and acceptable to the Mortgagee.

(e)   The Mortgagor hereby further undertakes that it shall deliver to the
      Mortgagee certificates of insurance with respect to insurance policies or
      other instruments or documents evidencing insurance coverage, naming the
      Mortgagor as loss payee (or with undertakings acceptable to the Mortgagee
      in the case of war risks and/or protection and indemnity clubs or
      associations).

                                       11
<PAGE>

(f)   All policies, binders, contracts, receipts and cover notes shall upon
      request from the Mortgagee be delivered to the Mortgagee with evidence
      satisfactory to it that the Mortgagor has kept up due and punctual payment
      of all premiums, fees or contributions payable with respect to all risk
      coverages required hereby and by the Credit Agreement. The Mortgagor shall
      notify and request per notice of cancellation clauses acceptable to the
      Mortgagee all insurers, clubs or associations (except war risk
      associations where seven (7) calendar days advance notice shall be
      required) to agree in advance to notify the Mortgagee at least fourteen
      (14) calendar days prior to the expiration or cancellation of any risk
      coverage herein contemplated, and prior to any material alteration to said
      coverage. The Mortgagor shall promptly extend or renew all said risk
      coverage as may be necessary from time to time and will furnish proof
      thereof to the Mortgagee no later than fourteen (14) calendar days (seven
      (7) calendar days in the case of war risk insurance) prior to each date of
      expiration. The Mortgagee reserves the right to make any payments,
      settlements or take any other action with the insurers, associations or
      clubs to extend, maintain or renew any such insurance or risk coverage and
      to avoid the cancellation or expiration of any insurance policy or
      coverage herein provided for, but shall be under no obligation to do so.
      The Mortgagee also reserves the right to approve or disapprove of any
      material alteration to the said risk coverage, which approval shall not be
      unreasonably withheld. All amounts so expended by the Mortgagee shall be
      payable by the Mortgagor to the Mortgagee on demand and, until payment
      thereof is fully made, shall be an obligation secured by this Mortgage
      forming a portion of the Secured Obligations. The Mortgagor shall obtain
      the necessary consents or endorsements in the instruments of coverage (or
      undertakings acceptable to the Mortgagee in the case of war risks and/or
      protection and indemnity clubs or associations), from the relevant
      insurers, clubs or associations where the Vessel may be entered or
      covered, which the Mortgagee may deem necessary to obtain and preserve the
      benefits of this Clause.

(g)   The Mortgagee shall have the right at its discretion, if it considers that
      the risk coverage of the Vessel is not satisfactory, to demand prompt
      compliance by the Mortgagor in obtaining any further risk coverage which
      the Mortgagee may reasonably deem necessary or, in the absence of said
      prompt compliance, to proceed itself to obtain the necessary additional
      insurance or cover at the expense of the Mortgagor with the amount thereby
      invested to be repayable on demand, secured by this Mortgage.

(h)   If any of the Insurances is part of a fleet coverage, the Mortgagor shall
      procure that the insurers undertake to the Mortgagee that they shall
      neither set-off against any claims in respect of the Vessel any premium(s)
      due in respect of other vessels under such fleet coverage or any premium
      due for other insurances, nor cancel any of the Insurances for reason of
      non-payment of premiums for other vessels under such fleet coverage or
      premiums for other insurances, and shall undertake to issue a separate
      policy or policies in respect of the Insurances or any part thereof on or
      with respect to the Vessel, if and when so requested by the Mortgagee.

(i)   Upon occurrence of an Event of Default, as provided for in Clause 20
      hereof, the Mortgagee shall be entitled to settle any dispute with the
      insurers, associations or clubs

                                       12
<PAGE>

      which may arise from their liability under the respective insurance
      contracts or other instruments of coverage or on the amount of
      compensation which they may be required to pay, with binding effects on
      the rights of the Mortgagor under such insurance or cover. The Mortgagor
      shall obtain the necessary consents from its insurers and war risks and
      protection and indemnity clubs or associations in which the Vessel may be
      entered, and inclusion, in the respective insurance policies and other
      instruments of coverage or by way of an undertaking of the protection and
      indemnity associations or clubs, acceptable to the Mortgagee, of any
      references which the Mortgagee may deem necessary to obtain and preserve
      this option for its benefit.

11.   EMPLOYMENT

(a)   The Mortgagor shall not employ the Vessel or suffer her employment to
      carry any contraband goods, to run blockades, to deviate into waters not
      fully covered under any or all of the Insurances herein contemplated, to
      trade or carry on business which is forbidden by international law or
      which is otherwise illicit or to carry illicit or prohibited goods which
      may render the Vessel subject to condemnation in a prize court,
      destruction, seizure or confiscation. The Mortgagor shall obtain
      additional insurance coverage deemed adequate in the opinion of the
      Mortgagee prior to employing the Vessel (i) in any part of the world in
      which armed conflict, political violence, warfare, civil unrest,
      insurrection, piracy or any other form of hostilities is reasonably
      expected to occur or is occurring, (ii) in any zone that has been declared
      a war zone by any government or by the Vessel's War Risk insurers, or
      (iii) in a manner which in any way may imperil the protection acquired
      through any of the Insurances.

(b)   The Mortgagor hereby covenants with the Mortgagee during the life of this
      Mortgage that, if and when the Vessel trades in United States waters, the
      conditions of the United States of America regarding the Certificate of
      Financial Responsibility ("COFR") will be fulfilled.

12.   MODIFICATIONS

      The Mortgagor shall not in any way proceed to make any alterations,
changes, modifications, improvements or repairs to the Vessel, its accessories
and/or apparel, the aggregate cost of which would exceed ONE MILLION US DOLLARS
(US$1,000,000.00), in any single or group of such alterations, changes,
modifications, improvements or repairs, without obtaining the prior written
consent of the Mortgagee, unless such investment is necessary to maintain the
Vessel's class. In any event, the Mortgagor will keep the Mortgagee informed of
any major structural alteration or conversion to be made in the Vessel, and will
make sure that any such alteration or conversion is acceptable to the Mortgagee.

13.   RECORDATION IN PANAMANIAN REGISTRY

      The Mortgagor covenants that, during the existence of the Mortgage, the
Vessel shall continue to be documented pursuant to the laws of the Republic of
Panama as a vessel of the Republic of Panama and under Panamanian registry with
such endorsements as shall qualify the

                                       13
<PAGE>

Vessel for participation in the trades and services to which it may be dedicated
from to time, and that the Mortgagor will not cause or allow the abandonment,
deletion or removal of the Vessel from the Ship Registry of the Panama Maritime
Authority and/or change the nationality of the Vessel without the prior written
consent of the Mortgagee. The Mortgagor further covenants that while this
Mortgage is in existence, it shall comply with, and shall cause the Vessel to be
in compliance with, all applicable laws and regulations of the Republic of
Panama, the Federal Republic of Nigeria, and/or any other state or country in
which the Vessel is operated.

14.   MAINTENANCE OF CONDITION AND CLASS

      The Mortgagor covenants and agrees that the Mortgagor shall at all times
and without cost or expense to the Mortgagee maintain and preserve the Vessel or
cause the Vessel to be maintained and preserved in good working condition and
sufficient state of repair consistent with first-class ship-ownership and
management practice employed by owners of vessels of similar size and type, in
order to avoid any possible depreciation in its value which may have adverse
consequences on the security hereby established, excepting normal wear and tear
to result from proper usage of the Vessel. The Mortgagor will keep the Vessel or
cause her to be kept in such state and condition as will entitle her to maintain
her current class status free of recommendations and notations affecting class
and qualifications and change of class.

15.   NOTIFICATION OF EVENTS

      The Mortgagor shall give notice as soon as possible to the Mortgagee, by
cable, telex or other similar mechanical means, from the nearest place offering
any such services, of any accident which may involve repairs costing ONE MILLION
US DOLLARS (US$1,000,000.00) or more, loss of class, seizure in time of peace
and/or war, bottomry, average and salvage, as well as of any assistance
whatsoever that may be rendered to the Vessel by third parties, and of any legal
proceedings that may be commenced against the Vessel, and in no event later than
forty-eight (48) hours after becoming aware of the occurrence of any of the
events mentioned in this clause.

16.   PAYMENTS OF OUTGOINGS

      The Mortgagor shall pay when due all debts, damages and liabilities
whatsoever which have given or may give rise to maritime or possessory Liens
(other than the Lien of this Mortgage) or any claims enforceable against the
Vessel and all tolls, dues, Taxes, assessments, governmental charges, fines and
penalties lawfully charged on or in respect of the Vessel and all other
outgoings whatsoever in respect of the Vessel; and the Mortgagee may require
that the Mortgagor deliver to the Mortgagee all receipts, liquidations and any
other documents showing conclusively the Mortgagor's compliance with its
obligations pursuant to this Section or that any such tolls, dues, Taxes,
assessments, charges, fines, dues and penalties are being diligently contested
in good faith by the Mortgagor and that any such disputes remain pending;
provided, however, that proper reserve for payment of such disputed taxes,
contributions, charges, tariffs, fines, dues and penalties has been made by the
Mortgagor and is likewise evidenced to the Mortgagee.

                                       14
<PAGE>

17.   FINANCIAL INFORMATION

      The Mortgagor shall supply to the Mortgagee such financial and other
information with respect of the Mortgagor and the Vessel as the Mortgagee may
from time to time reasonably require.

18.   REPAIRER'S LIEN

      Unless with the previous written consent in writing of the Mortgagee, the
Mortgagor shall not put the Vessel into the possession of any Person for the
purpose of work being done upon her in an amount exceeding or likely to exceed
ONE MILLION US DOLLARS (US$1,000,000.00) or its equivalent in any other currency
unless such Person shall first have given to the Mortgagee and in terms
satisfactory to it, a written undertaking not to exercise any lien on the Vessel
or her Earnings for the cost of such work or otherwise.

19.   MORTGAGOR'S REPRESENTATIONS

      Without prejudice to any of the other representations, covenants and
warranties herein made, the Mortgagor represents unto the Mortgagee the
following:

            (i)   That it is a company duly organised, existing and in good
                  standing in the Republic of Panama, with sufficient capacity
                  to grant this Mortgage, and qualified to engage in the
                  business and activities in which it is engaged.

            (ii)  That it has taken all necessary corporate or other action
                  required to authorize the execution, delivery and performance
                  of this Mortgage.

            (iii) That the execution, delivery and performance of this Mortgage
                  will not constitute a breach or violation of any provision of
                  its Articles of Incorporation, By-Laws, if any have been
                  adopted, or other corporate documents.

            (iv)  That the execution, delivery and performance of this Mortgage
                  will not constitute default or possible default, that is to
                  say, an event which with the lapse of time or notice or both
                  would constitute an event of default, under any existing or
                  future contract, agreement or other instrument to which it is
                  or may be a party or by which any of its properties or assets
                  are or may be bound, nor will it otherwise make or give cause
                  for any obligation to which it is a party to become
                  immediately due and payable or otherwise enforceable.

            (v)   That the execution, delivery and performance of the Mortgage
                  does not violate any law, decree, rule, resolution or other
                  regulation or decision of any judicial, administrative or
                  municipal authority applicable thereto.

                                       15
<PAGE>

            (vi)  That it is not a defendant party in any litigation or
                  administrative proceeding from which an adverse material
                  decision might emerge; nor does it expect any such litigation
                  or proceeding to be initiated against it.

20.   EVENTS OF DEFAULT

      Any of the following events or circumstances shall constitute an "Event of
Default" under this Mortgage:

(a)   A Total Loss of the Vessel occurs and either (i) the proceeds of the
      Insurances or Requisition Compensation, as the case may be, are not paid
      to the Mortgagee within ninety (90) calendar days of the occurrence of the
      event constituting said Total Loss, or (ii) within forty five (45)
      calender days of the occurrence of the event constituting said Total Loss
      the Mortgagee does not receive a written commitment, acceptable in form
      and content to the Mortgagee, from the relevant insurer, association or
      club or from the requisitioning party, that such proceeds will be paid
      over to the Mortgagee;

(b)   Any governmental or other approval, authorization or consent necessary for
      the Mortgagor to fulfil any of its obligations under this Mortgage or
      otherwise to give full effect hereto is revoked or otherwise modified in a
      manner unacceptable to the Mortgagee.

(c)   The occurrence of any Event of Default (as such term is defined in the
      Credit Agreement).

21.   POWERS OF THE MORTGAGEE ON EVENT OF DEFAULT

      Upon the occurrence of any Event of Default contemplated in Clause 20
hereof, the Mortgagee shall become entitled, as and when it may see fit, with or
without notice to the Mortgagor, and without first or contemporaneously
proceeding against the Mortgagor or the Mortgagor's assets or against any other
security held by the Mortgagee, to put into force and exercise all powers
possessed by it as Mortgagee of the Vessel and in particular to:

(a)   Declare all outstanding Secured Obligations immediately due and payable,
      after which said amounts will cause interest to accrue at the Default Rate
      until full payment there is received by the Mortgagee after as well as
      before judgment;

(b)   Recover judgment for and collect out of foreclosure on the Vessel on the
      Secured Obligations;

(c)   Take possession of and manage the Vessel, with or without legal process,
      at any time, wherever the same may be, and to thereby hold, and in its
      name or that of the Mortgagor, lease, charter, operate or otherwise use
      the Vessel for such time and on such terms as the Mortgagee may deem
      advisable, and to collect all Earnings and Insurances and make use thereof
      to cancel the Secured Obligations, as provided in Clause 24 hereof; being
      obligated to return to the Mortgagor only the net profit, if any,
      resulting therefrom, and in

                                       16
<PAGE>

      connection with such use of the Vessel to employ, in accordance with
      reasonable business judgment, such agents, brokers, accountants,
      receivers, masters, engineers, officers, crew, servants and workmen upon
      such terms as to remuneration or otherwise as the Mortgagee may consider
      convenient in accordance with reasonable business judgment and, to dock
      the vessel free of charge, if at the premises of the Mortgagor, or
      elsewhere, at the expense of the Mortgagor, and to repair, renew, alter,
      insure, cover, survey and reclass the Vessel or any part of her, and
      generally to do or cause to be done all such acts matters or things and
      enter into all such engagements and arrangements for the operation,
      working and maintenance or repair of the Vessel as the Mortgagee shall
      consider convenient in accordance with reasonable business judgment and as
      if it were the owner of the Vessel;

(d)   Demand collect and retain all Earnings and Insurances whether or not the
      same shall have become due or relate to any period prior to the Mortgagee
      taking possession of the Vessel, and the proceeds of any sale of the
      Vessel, and from such proceeds to deduct:

            (i)   a reasonable sum for management of the Vessel during any
                  period or periods in which it shall have had possession of the
                  Vessel, and all expenses and disbursements it shall incur in
                  exercising any of its rights under this Clause;

            (ii)  the reasonable fees, charges and remuneration of any Persons
                  or corporations involved in relation to the management or
                  operation of the Vessel; and

            (iii) all the reasonable costs and running expenses of the Vessel;
                  and to apply the net profits, if any, in such manner and order
                  as specified in Clause 24 hereof;

(e)   Sell the Vessel or any interest therein free from claim of or by the
      Mortgagor without judicial process, in such place, time and manner as is
      commercially reasonable under the circumstances and notice of sale will be
      given by registered air mail, postage pre-paid to the last known address
      of Mortgagor at least thirty (30) days prior to the scheduled date for
      such sale and by publication in a daily newspaper of general circulation
      in the City of Panama, Republic of Panama, not less than twenty (20)
      calendar days in advance of the sale, to satisfy the requirement of notice
      of sale to the Mortgagor and the other registered mortgagees, contained in
      Article 1527 of the Panama Code of Commerce. Such notice shall be
      necessary only in respect of the initial date of sale. Should an
      adjournment of the sale be deemed necessary for any reason by the
      Mortgagee, a new date, time and place for the sale may be set by the
      Mortgagee at the time of adjournment provided notice of such new date,
      time and place is given to Mortgagor in accordance with the foregoing
      terms of this clause (e). At the sale, the Mortgagee may purchase the
      Vessel and may apply upon the purchase price thereof any Secured
      Obligations secured hereby. It is expressly stated that upon payment of
      the purchase price, the purchasers shall acquire good and peaceful title
      to the Vessel at any such non-judicial sale, and shall not be

                                       17
<PAGE>

      affected by any claim or potential claim of the Mortgagor or of any Person
      laying claim to the Vessel through the Mortgagor, whether or not such
      claim or potential claim comes to the knowledge of the purchaser; and

(f)   In the Mortgagee's own name or in the name of the Mortgagor or in the name
      of the Vessel to demand, sue for, receive and give valid receipts for all
      moneys due to the Mortgagor in connection with the Vessel, and to
      institute such legal proceedings as the Mortgagee shall think proper in
      connection with such monies and to defend, discharge, compound, release
      and compromise any legal proceedings brought against the Mortgagor as
      owner of the Vessel, or against the Vessel or its master.

22.   THE MASTER

      The Mortgagor hereby agrees that if the Mortgagee shall exercise any of
its powers under the foregoing Clause 21 the master of the Vessel for the time
being shall be entitled to and shall act on the orders of the Mortgagee on proof
only that the Person giving such order is the Mortgagee or a duly appointed
representative of the Mortgagee and without the need to prove to the master's
satisfaction that the Mortgagee is entitled to such exercise of the right of
giving orders.

23.   SALE PROVISIONS

(a)   Any sale of the Vessel effected under this Mortgage, whether by
      foreclosure or otherwise, shall operate to divest all right, title,
      interest or claim of the Mortgagor in and to the Vessel enforceable by the
      Mortgagor and by all Persons laying claim to the Vessel through the
      Mortgagor.

(b)   In any sale of the Vessel under this Mortgage the purchaser shall not be
      bound to enquire or to establish whether or not the power of sale has
      arisen or become exercisable, nor as to the propriety and regularity of
      such sale, nor shall any such purchaser or purchasers be affected by
      notice that such sale was or is unnecessary or improper and,
      notwithstanding any impropriety or irregularity, any such sale shall, as
      regards the protection of the Vessel and the purchaser's title thereto, be
      deemed valid and effectual; the only remedy of the Mortgagor in respect of
      any alleged impropriety or irregularity shall be for damages against or
      from the Mortgagee.

(c)   Upon any sale of the Vessel effected under this Mortgage the receipt of
      the Mortgagee or of the court officer conducting any such sale for the
      purchase money and any other moneys so paid shall be a full and sufficient
      discharge to any purchaser and no such purchaser, or his representatives,
      successors or assigns, after paying such moneys and receiving such
      receipt, shall be concerned with the application of such moneys to any
      purpose of this Mortgage or in any manner be answerable for any loss,
      mis-application or non-application of any such moneys or any part thereof.

(d)   Upon completion of any non-judicial sale of the Vessel effected under this
      Mortgage, the Mortgagee shall execute and deliver to the purchaser a good
      and sufficient instrument in

                                       18
<PAGE>

      respect of the sale and transfer of the Vessel and for that purpose the
      Mortgagor hereby irrevocably appoints (coupled with the interest of the
      Mortgagee in this security) the Mortgagee to be its lawful attorney in its
      name and stead to execute all instruments and other documents in relation
      to any such sale PROVIDED ALWAYS that the Mortgagor shall, if so requested
      by the Mortgagee or any purchaser of the Vessel, confirm any sale by
      executing and forthwith delivering such instruments as may be designated
      in any such request.

24.   APPLICATION OF PROCEEDS

      The proceeds of any sale of the Vessel, of any Insurances, of any judgment
collected by the Mortgagee for any default hereunder, or any Earnings or
Requisition Compensation, or as otherwise received by the Mortgagee hereunder,
together with the proceeds of any claims for damages received by the Mortgagee
pursuant to or under the terms of this Mortgage, the application of which has
not elsewhere herein been specifically provided for, shall be applied as
follows:

      FIRST: To the payment of the expenses, liabilities and costs made or
incurred by the Mortgagee in the exercise or protection of its rights or in the
pursuance of its remedies hereunder, including but not limited to the expenses
of any sale, retaking, or collection of any insurance payments, and attorney's
fees, court costs and any other expenses, liabilities or advances made or
incurred by the Mortgagee, and adequately to indemnify the Mortgagee against all
claims asserting priority over or equality with the right of the Mortgagee over
the Vessel;

      SECOND: To interest and fees accrued and unpaid in respect of the Secured
Obligations and then to principal sums due in respect of the Secured
Obligations;

      THIRD: To the payment of all other non-contingent Secured Obligations;

      FOURTH: By deposit into the Cash Collateral Account, an amount sufficient
to cash collateralize all contingent Secured Obligations as contemplated by the
Credit Agreement; and

      FIFTH: To the payment of any surplus thereafter remaining to the Mortgagor
or to whomsoever may be lawfully entitled thereto.

      PROVIDED ALWAYS that in the event that such moneys are insufficient to pay
the amounts specified in FIRST through FOURTH above the Mortgagee shall be
entitled to collect the balance from the Mortgagor personally or from any other
Person liable therefor.

25.   EVENT OF ARREST OR DETENTION

      In the event that the Vessel shall be arrested or detained by any officer
of any court or by any other authority of any kind or in the event that the
Mortgagee may become entitled to proceed as provided for in Clause 21 hereof,
the Mortgagor hereby irrevocably appoints the Mortgagee and its officers or
representatives (coupled with the interest of the Mortgagee in this

                                       19
<PAGE>

security) to do any and all acts and things which they may deem necessary or
convenient, as if they were the Mortgagor, including without limitation, to
receive or take possession and appoint receivers, managers or other agents of
and for the Vessel, to sell and dispose of the Vessel, to defend any action, to
pay any debt, to negotiate, settle, accept and produce a partial or full
discharge on recovery under any Insurances, and to settle and compromise or
otherwise discharge any lien or claim affecting the Vessel.

26.   POWERS OF MORTGAGEE CUMULATIVE AND NO WAIVER

      Each and every power and remedy herein given to the Mortgagee shall be
cumulative and shall be in addition to every other power and remedy given herein
or now or hereafter existing at law, in admiralty, by statute or otherwise, and
each and every power and remedy whether given herein or otherwise existing may
be exercised from time to time and as often and in such order as may be deemed
expedient by the Mortgagee, and, except for the running of the pertinent statute
of limitations as may be established by applicable law, the delay or omission to
exercise or the failure to exercise or the partial exercise of any such power or
remedy shall not be construed as a waiver of the right to exercise
simultaneously any other power or remedy nor as a waiver of the right to
subsequently proceed to make use of the same or of any other power or remedy.

27.   CONTINUING SECURITY

      The security created by this Mortgage constitutes a continuing security
for the payment of all Secured Obligations and for the performance and
observance of and compliance with the covenants, terms and conditions contained
in this Mortgage, the Credit Agreement, or any other Credit Document, and the
security created by this Mortgage shall not be satisfied by any intermediate
payment or satisfaction of any portion of the Secured Obligations and the
security so created shall be in addition to and shall not in any way be
prejudiced or affected by any collateral or other security now or hereafter held
by the Mortgagee for all or any portion of the Secured Obligations hereby
secured, and enforcement of the security so created shall not be dependent on
nor subordinate to enforcement of any other security created under any other
Credit Document, and may be sought, in whole or in part, simultaneously with or
alternatively to the taking of any remedial action under any of the Credit
Documents.

28.   INDEMNITY

      THE MORTGAGOR HEREBY AGREES AND UNDERTAKES to indemnify the Mortgagee
against:

(a)   All obligations and liabilities whatsoever and whensoever arising which
      the Mortgagee may incur in good faith in respect of in relation to or in
      connection with the Vessel its Earnings, Requisition Compensation and
      Insurances or otherwise howsoever in relation to or in connection with any
      of the matters dealt with in this Mortgage, the Credit Agreement or any
      other Credit Documents;

(b)   Any loss or damage or expense incurred by the Mortgagee in the enforcement
      of the security created hereby.

                                       20
<PAGE>

29.   GOVERNING LAW

      All the rights and obligations arising from this Mortgage shall be
governed by and construed in accordance with the laws of the Republic of Panama.

30.   JURISDICTION

      The Mortgagor agrees that, subject to applicable law, this Mortgage may be
enforced by the Mortgagee in whichever jurisdiction the Vessel may be found,
including without limitation in the competent courts of the Federal Republic of
Nigeria, or in the competent courts of the Republic of Panama or in such other
jurisdiction as the Mortgagee may select. Should the Vessel be present in the
jurisdiction where enforcement of the Mortgage is sought and to the extent
permitted by applicable law, suit may be brought in rem against the Vessel
and/or in personam against the Mortgagor, the master of the Vessel being at all
times deemed to be the legal and judicial representative of the Mortgagor and,
as such, authorized and empowered to receive service of process on its behalf.

31.   UNENFORCEABILITY OF CLAUSES

      If for any reason whatsoever any court or other judicial body should find
any of the clauses or stipulations of the Mortgage or parts of such clauses or
stipulations invalid or unenforceable, this finding shall be restricted to the
enforceability or validity of the said particular clause or stipulation or part
of such clause or stipulation and shall not be interpreted as affecting the
validity or enforceability of any other clause or stipulation of the Mortgage or
of the affected clause or stipulation or part thereof in any other jurisdiction.

32.   FURTHER ASSURANCE

      The Mortgagor hereby further undertakes at its own expense to execute,
sign, delivery, file, or register every such instrument or document, and to do
all other acts and things, as the Mortgagee may reasonably request, to mortgage
and charge the Vessel, to perfect the security constituted by this Mortgage, or
as contemplated by this Mortgage, the Credit Agreement, or any other Credit
Documents.

33.   NOTICES

      All notices, approvals, consents or other communications provided for
herein may be given to the Mortgagee or the Mortgagor, as the case may be,
either personally, in which case said notice, approval, consent or communication
shall be deemed received upon delivery, or by certified airmail, postage
pre-paid, in which case said notice, approval, consent or communication shall be
conclusively presumed to have reached its destination seven (7) calendar days
from the date of its posting, or by confirmed telex, cable or other mechanical
or electronic means, confirmed by airmail, in which case said notice, approval,
consent or communication shall be conclusively presumed to have reached its
destination immediately after sending, and for this purpose the letter of
confirmation shall be disregarded. The following addresses are agreed to by the
parties for the purposes of providing notice:

                                       21
<PAGE>

                            To the Mortgagee:

                            CREDIT LYONNAIS NEW YORK BRANCH
                            1301 Avenue of the Americas
                            New York, New York 10019
                            U. S. A.
                            Attn.: Loan Administration

                            To the Mortgagor:

                            WILLBROS MARINE ASSETS, INC
                            c/o WILLBROS U.S.A., INC.
                            4400 Post Oak Parkway
                            Suite 1000
                            Houston, Texas 77027
                            U. S. A.
                            Attn.: Vice President, Finance and Accounting

or to such other address as a party may notify the other in writing in
accordance with this clause

34.   COST OF REGISTRATION AND RELEASE OF MORTGAGE

      All costs, fees and expenses to be incurred upon the execution, delivery,
protocolization and recordation of this Mortgage at the Panama Public Registry
and those concerning its release shall be for the account of the Mortgagor.

35.   NOTICE OF AGREEMENT AND INTERPRETATION OF DOCUMENTS

(a)   For the purposes of public notice, the Credit Documents and the rights and
      obligations arising therefrom, as hereby secured, may be ascertained in
      conformed copies of said Credit Documents kept at the address of the
      Mortgagee above mentioned.

(b)   In case of conflict between the provisions of the Credit Agreement and
      this Mortgage, the provisions of the Credit Agreement shall prevail,
      provided however that this will not be in any way interpreted or applied
      to prejudice the legality, validity or enforceability of this Mortgage.

(c)   The original of this Mortgage is executed in English. In case of any
      discrepancy between the English version of this Mortgage and the Spanish
      translation thereof, the English version shall prevail.

36.   POWER OF ATTORNEY

      Both the Mortgagor and the Mortgagee hereby confer a special power of
attorney on the law firm Arias, Fabrega & Fabrega, in the Republic of Panama,
with the right of substitution and

                                       22
<PAGE>

the power to revoke the same, and to take any and all necessary action to
preliminarily register, protocolize and definitively register this Mortgage at
the Panama Public Registry.

37.   ASSIGNMENT

      The rights and obligations of the Mortgagee under this Mortgage may be
assigned without prior written consent of the Mortgagor.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       23
<PAGE>

      IN WITNESS WHEREOF, on the date and place first above written, the
Mortgagor has executed and delivered and the Mortgagee has accepted in its
entirety this First Preferred Naval Mortgage, as it is hereafter subscribed by
the authorised representatives of both parties.

                                WILLBROS MARINE ASSETS, INC.

                                By:___________________________________

                                Name: ________________________________

                                Title: _______________________________

      The undersigned, ______________________, Notary Public, duly admitted and
sworn, practicing in the State of Texas of the United States of America, does
hereby CERTIFY that _____________________ has signed this First Preferred Naval
Mortgage and his/her signature is true and authentic and that pursuant to
sufficient evidence submitted before me __________________ was duly authorized
to executed the said First Preferred Naval Mortgage on behalf of WILLBROS MARINE
ASSETS, INC.

                                  ___________________________________________
                                  My commission expires:

                                  CREDIT LYONNAIS NEW YORK BRANCH

                                  By:________________________________________

                                  Name: _____________________________________

                                  Title: ____________________________________

      The undersigned, ______________________, Notary Public, duly admitted and
sworn, practicing in the State of Texas of the United States of America, does
hereby CERTIFY that _____________________ has signed this First Preferred Naval
Mortgage and his/her signature is true and authentic and that pursuant to
sufficient evidence submitted before me __________________ was duly authorized
to executed the said First Preferred Naval Mortgage on behalf of CREDIT LYONNAIS
NEW YORK BRANCH.

                                   _________________________________________
                                   My commission expires:

                 [SIGNATURE PAGE TO MUSKETEER PLEDGE AGREEMENT]

<PAGE>

                                   EXHIBIT K-2

              FORM OF ST. VINCENT AND THE GRENADINES SHIP MORTGAGE

                                    MORTGAGE

      On the [__] day of June, 2002, this Mortgage (the "Mortgage") is entered
into by and between, on the one part, WILLBROS MARINE ASSETS, INC., a company
organized and existing under the laws of the Republic of Panama (the
"Mortgagor", which expression shall include its successors and assigns), with
offices at c/o WILLBROS U.S.A., Inc., 4400 Post Oak Parkway, Suite 1000,
Houston, Texas, 77027, U.S.A., and, on the other part, CREDIT LYONNAIS NEW YORK
BRANCH, a French banking corporation acting through its New York Branch and
having its offices at 1301 Avenue of the Americas, New York, New York 10019
U.S.A. (the "Mortgagee" or the "Agent", which expression includes its successors
and assigns), as Agent for itself and the financial institutions that from time
to time may be parties to the Credit Agreement in accordance with the following
terms and conditions:

      WHEREAS, the Mortgagor is the sole legal owner of the whole (100%) of the
Vessel (as herein defined).

      WHEREAS, pursuant to the terms of a Credit Agreement dated as of June 14,
2002 (the "Credit Agreement"), the Banks agreed to make available to Willbros
Group, Inc. (the "Company"), the Mortgagor and the other Obligors (as defined in
the Credit Agreement) (each, an "Obligor" and together, the "Obligors") a
revolving credit facility available for loans and letters of credit upon the
terms and conditions set forth in the Credit Agreement and the other Credit
Documents, up to a maximum available principal amount equal to ONE HUNDRED AND
FIFTY MILLION US DOLLARS (US$ 150,000,000.00).

      WHEREAS, the Banks have conditioned their obligations under the Credit
Agreement upon the execution and delivery by the Mortgagor of this Mortgage, and
the Mortgagor has agreed to enter into the Mortgage.

      NOW, THEREFORE, in order to comply with the terms and conditions of the
Credit Agreement and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Mortgagor and the Mortgagee
agree as follows:

1.    DEFINED TERMS

(a)   All capitalized terms used herein and not defined elsewhere in this
      Mortgage shall have the meanings assigned such terms in the Credit
      Agreement. In addition to any other capitalized terms defined elsewhere in
      this Mortgage, the following terms and expressions shall have the
      following meanings:

      "Applicable Margin" means, with respect to interest and fees described in
      the Pricing Schedule (i) on any day when no Event of Default has occurred
      and is continuing, the per annum percentage, expressed in basis points,
      set forth for such interest and fees in the

<PAGE>

      Pricing Schedule determined by the Ratio of Consolidated Debt to Adjusted
      EBITDA on such date, and (ii) on any day when an Event of Default (as
      defined in the Credit Agreement) has occurred and is continuing, the
      "Applicable Margin" determined pursuant to clause (i) above from the
      Pricing Schedule for the applicable interest or fees, plus two hundred
      (200) basis points per annum.

      "Base Rate" means, for any day, a rate per annum equal to the higher of
      (a) the Prime Rate for such day and (b) the sum of 1/2 of 1% plus the
      Federal Funds Rate for such day. Any change in the Base Rate established
      by the Agent shall take effect at the opening of business on the day
      specified in the public announcement of such change. If for any reason the
      Agent shall have determined (which determination shall be conclusive
      absent manifest error) that it is unable to ascertain the Federal Funds
      Rate for any reason, including the inability or failure of the Agent to
      obtain sufficient bids or publications in accordance with the terms of the
      Credit Agreement, the Base Rate shall be the Prime Rate until the
      circumstances giving rise to such inability no longer exist.

      "Base Rate Loan" means a Loan that bears interest as provided in the
      Credit Agreement at a rate per annum based on the Base Rate.

      "Business Day" means any day other than a Saturday, Sunday or other day on
      which commercial banks in New York City or Houston, Texas are authorised
      or required by law to close or, if such day relates to a borrowing of, a
      payment or prepayment of principal of or interest on, or an Interest
      Period for, a Eurodollar Rate Loan or a notice with respect to any such
      borrowing, payment, prepayment or Interest Period, which is also a day on
      which dealings in Dollar deposits are carried out in the London interbank
      Dollar market.

      "Commitments" means, the commitments of the Banks to make Loans and to
      issue and/or participate in Letters of Credit.

      "Conversion Date" means any date on which the Company elects to convert a
      Base Rate Loan to a Eurodollar Rate Loan or a Eurodollar Rate Loan to a
      Base Rate Loan.

      "Credit Documents" means the Credit Agreement, this Mortgage and all other
      documents, instruments, agreements, certificates and notices at any time
      executed and/or delivered to the Agent or any Bank in connection
      therewith.

      "Default Rate" means, for any day, the Base Rate plus the Applicable
      Margin for Base Rate Loans on such day, plus two percent (2%).

      "Earnings" means all moneys whatsoever due or to become due to the
      Mortgagor at any time during the Security Period arising out of the use or
      operation of the Vessel, including (but without prejudice to the
      generality of the foregoing) all freight, hire (including, but not limited
      to all payments from any charterparty or pool agreement) and passage
      moneys, compensation payable to the Mortgagor in the event of requisition
      of the Vessel, all remuneration for salvage and towage services, demurrage
      and detention

                                       2
<PAGE>

      moneys and any damages for breach (or payments for variation or
      termination) of any charterparty or other contract for the employment of
      the Vessel.

      "Eurodollar Rate" means, for each Interest Period for any Eurodollar Rate
      Loan, an interest rate per annum (rounded upward, if necessary, to the
      nearest 1/100th of one percent), determined pursuant to the following
      formula:

                                             LIBOR
            Eurodollar Rate =------------------------------------
                              1.00 - Eurodollar Reserve Percentage

      Where "Eurodollar Reserve Percentage" means for any Interest Period for
      Eurodollar Rate Loans the maximum reserve percentage (expressed as a
      decimal, rounded upward, if necessary, to the nearest 1/100th of one
      percent) as determined by the Agent in effect on the date LIBOR for such
      Interest Period is determined (whether or not applicable to any Bank)
      under regulations issued from time to time by the U.S. Federal Reserve
      Board for determining the maximum reserve requirement (including basic,
      emergency, supplemental and other marginal reserve requirements) with
      respect to liabilities or assets consisting of or including Eurocurrency
      Liabilities having a term equal to such Interest Period; and "LIBOR" means
      for any Interest Period for Eurodollar Rate Loans, the per annum rate of
      interest determined by the Agent to be the arithmetic mean (rounded
      upward, if necessary, to the nearest 1/100th of one percent) of the
      offered quotations appearing on Telerate Page 3750 (or if such Telerate
      page shall not be available, any successor or similar service selected by
      the Agent). If none of such Telerate Page 3750 or any successor or similar
      service is available, "LIBOR" applicable to any Interest Period for
      Eurodollar Rate Loans shall be the per annum rate (rounded upward, if
      necessary, to the nearest 1/100th of one percent) determined by the Agent
      based upon rates quoted at approximately 10:00 a.m. (London time) (or as
      soon thereafter as practicable) on the day two Business Days prior to the
      first day of such Interest Period for the offering by the Agent to leading
      dealers in the London interbank Dollar market of Dollar deposits for
      delivery on the first day of such Interest Period, in immediately
      available funds and having a term comparable to such Interest Period and
      in an amount comparable to the principal amount of the respective
      Eurodollar Rate Loan to which such Interest Period relates. Each
      determination by the Agent of the Eurodollar Reserve Percentage and LIBOR
      shall be conclusive and binding, absent manifest error.

      "Eurodollar Rate Loan" means a Loan that bears interest as provided in the
      Credit Agreement at a rate per annum based on the Eurodollar Rate.

      "Event of Default" means any of the events specified in Section 20 hereof.

      "Excess Risks" means the proportion of claims for general average and
      salvage charges and under the ordinary running-down clause not recoverable
      in consequence of the value at which a vessel is assessed for the purpose
      of such claim exceeding her insured value.

                                       3
<PAGE>

      "Financial Indebtedness" means, without duplication, (a) any indebtedness
      for borrowed money, (b) all obligations evidenced by notes, bonds,
      debentures or similar instruments, (c) all non-contingent reimbursement
      obligations with respect to any letter of credit, third party guarantee,
      or surety bond, (d) all contingent reimbursement obligations with respect
      to any financial guarantee, financial surety bond, financial standby
      letter of credit (other than an Existing LC that is backed up by a Letter
      of Credit), or similar financial instrument ensuring a Person against loss
      related to a financial obligation, and (e) all Capital Lease Obligations.

      "Hedging Obligations" means, with respect to any Obligor, obligations of
      such Obligor, in each case incurred in the ordinary course of business of
      such Obligor and not for speculative purposes, under (i) interest rate
      swap agreements, interest rate cap agreements and interest rate collar
      agreements, (ii) other agreements or arrangements designed to protect such
      Obligor against fluctuations in interest rates, (iii) agreements with
      respect to foreign exchange purchases and sales, and (iv) any foreign
      currency futures contract, option or similar agreement or arrangement
      designed to protect such Obligor against fluctuations in foreign currency
      rates.

      "Insurances" means all insurance coverages and all policies and contracts
      of insurance (which expression also includes all entries of the Vessel in
      a protection and indemnity or war risks club or association), including
      but not limited to those policies and contracts of insurance concerning
      fire and marine risks, including but not limited to additional perils
      (pollution) coverage, Excess Risks and freight interest risks, which are
      from time to time taken out or entered into in respect of the Vessel or
      its Earnings or otherwise howsoever in connection with the Vessel at the
      Mortgagee's option (on a full reimbursement basis from the Mortgagor) and
      all benefits thereby, which coverages, policies and contracts shall effect
      insurances in respect of the Vessel and its Earnings against risk, loss or
      damage of the kinds customarily insured against by Persons employing
      vessels of such type, size and class as the Vessel in the same or similar
      business as the business of the Mortgagor and in the jurisdictions where
      the Vessel operates.

      "Interest Period" means, with respect to any Eurodollar Rate Loan, the
      period commencing on the Business Day the Loan is disbursed or continued
      or on the Conversion Date on which the Loan is converted to the Eurodollar
      Rate Loan and ending on the date one, two, three or six months thereafter,
      as selected by the Company on behalf of any Borrower, subject to certain
      restrictions specified in the Credit Agreement.

      "Loan" means any loan or advance made to an Obligor as a Borrower under
      the Credit Agreement.

      "Maturity Date" means the earlier to occur of (a) June 14, 2005 or (b) the
      date on which the Commitments shall otherwise terminate in accordance with
      the provisions of the Credit Agreement.

                                       4
<PAGE>

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

      "Prime Rate" means the rate of interest publicly announced by the
      Mortgagee at its office in New York, New York from time to time as its
      prime rate.

      "Protection and Indemnity Risks" means the usual risks covered by a first
      class English or Norwegian protection and indemnity association including
      the proportion not recoverable in case of collision under the ordinary
      running-down clause.

      "Ratio of Consolidated Debt to Adjusted EBITDA" means the ratio of the
      Consolidated Debt to Adjusted EBITDA for the Company and its consolidated
      Subsidiaries, determined as of the most recent fiscal quarter end of the
      Company.

      "Required Amount" means (i) in the case of fire and marine risks
      (including but not limited to Excess Risks, hull interest and freight
      interest) and War Risks, not less than one hundred per cent (100%) of the
      fair market value of the Vessel as of the date of this Mortgage, and (ii)
      in the case of Protection and Indemnity Risk and additional perils
      (pollution) coverage, the fullest amount of coverage available for the
      size and vessel type of the Vessel and, in respect of the lawful cargo
      carrying activities, to which the Vessel is intended.

      "Requisition Compensation" means all moneys or other compensation payable
      during the Security Period by reason of requisition for title or other
      compulsory acquisition of the Vessel other than by requisition for hire.

      "Secured Obligations" means all amounts owing from time to time by the
      Mortgagor or any other Obligor to the Banks under the Credit Agreement or
      the other Credit Documents, or in respect of any permitted secured Hedging
      Obligations.

      "Security Period" means the period commencing on the date of this Mortgage
      and terminating upon discharge of the security created hereby by payment
      of all Secured Obligations.

      "Subsidiary" means any corporation, association, partnership, joint
      venture or other business entity of which forty-nine (49%) or more of the
      voting stock or other equity interests is owned or controlled directly or
      indirectly by a Person or by one or more other subsidiaries or parent
      entities of such Person or by any combination of the foregoing. For
      purposes of this Mortgage, The Oman Construction Company L.L.C., a company
      organized under the laws of the Sultanate of Oman, and Willbros Nigeria
      Limited and Willbros (Offshore) Nigeria Limited, each a company organized
      under the laws of the Federal Republic of Nigeria, will be treated as
      wholly-owned Subsidiaries of the Company.

                                       5
<PAGE>

      "Taxes" means any taxes, levies, imposts, duties, charges, fees,
      deductions and withholdings levied or imposed by any governmental or other
      taxing authority whatsoever.

      "Total Loss" means:

      (i)   the actual, constructive, arranged, agreed or compromised total loss
            of the Vessel;

      (ii)  the requisition for title or other compulsory acquisition or
            forfeiture of the Vessel otherwise than by requisition for hire;

      (iii) capture, seizure, arrest, detention or confiscation of the Vessel by
            any government or by Persons whether or not acting or purporting to
            act on behalf of any government, unless the Vessel shall be released
            from such capture, seizure, arrest, detention or confiscation within
            one (1) month after occurrence of any such event.

      "US$" or "Dollars" means the lawful currency of the United States of
      America.

      "Vessel" means the whole of the motor vessel "WB 82", of the following
      dimensions and tonnages:

                  Length overall:     75.02 mts.

                  Breadth:            21.00 mts.

                  Depth:              4.80 mts.

                  Tons Gross:         2790

                  Tons Net:           837

      having International Call Signs J8LO8 and Provisional Patente of
      Navigation Number 6694 and which is provisionally registered in favour of
      the Mortgagor in the Register of Ships of the St. Vincent and the
      Grenadines Maritime Association located in Geneva, Switzerland on 12th
      April 2002 bearing Official Number 6694 and includes her engines,
      generators, machinery and equipment, masts, winches, anchors, chains,
      pumps and pumping equipment, furniture and fittings, boats, tackle,
      outfit, spare gear, fuel, consumable or other stores belongings and
      appurtenances whether on board or ashore and whether now owned or
      hereafter acquired.

      "War Risks" includes the risk of mines and all risks excluded from the
      standard form of English or Norwegian marine policy by the free of capture
      and seizure clause.

(b)   In this Mortgage, unless the contrary intention appears, a reference to:

            (i)   a provision of law or regulation is a reference to that
                  provision as amended or re-enacted;

                                       6
<PAGE>

            (ii)  a Clause or a Schedule is a reference to a clause or a
                  schedule in this Mortgage;

            (iii) any Person or juridical person is a reference to its
                  successors and assigns; and

            (iv)  this Mortgage, the Credit Agreement, any other Credit Document
                  or any other such document is a reference to this Mortgage,
                  the Credit Agreement, such other Credit Document or such other
                  document as amended, novated or supplemented from time to
                  time.

(c)   Where the context of this Mortgage so allows, words importing the singular
      include the plural and words importing the masculine gender include the
      feminine and neuter and vice versa.

(d)   The headings in this Mortgage are for convenience only and are to be
      ignored in construing this Mortgage.

2.    GRANT OF MORTGAGE

      In order to secure payment of the Secured Obligations and to secure the
performance and observance of and compliance with the covenants, terms and
conditions contained in this Mortgage, the Credit Agreement, and the other
Credit Documents, the Mortgagor, as sole legal owner of the whole (100%) of the
vessel, has GRANTED, CONVEYED and MORTGAGED and does by these presents GRANT,
CONVEY and MORTGAGE unto the Mortgagee for the benefit of the Banks and their
respective successors and assigns, a Mortgage on the Vessel, securing the
payment of a maximum principal amount of United States Dollars One Hundred and
Fifty Million (US$150,000,000.00) plus all other amounts for whatsoever reason
at any one time forming part of the Secured Obligations, and the performance and
observance of, and compliance with, the covenants, terms and conditions
contained in this Mortgage, the Credit Agreement, and the other Credit
Documents, to have and to hold the same unto the Mortgagee for the benefit of
the Banks, and this Mortgage constitutes a Mortgage lien on the Vessel.

3.    INTEREST AND FEES

(a)   In respect of the Loans:

      (1)   Each Loan accrues interest as provided in the Credit Agreement on
            the outstanding principal amount thereof from the date when made
            until it is paid in full at a rate per annum equal to the Eurodollar
            Rate or the Base Rate, as the case may be, plus the Applicable
            Margin therefor specified in the Pricing Schedule.

      (2)   Provided no Event of Default has occurred and is continuing,
            interest on each Loan shall be payable as provided in the Credit
            Agreement, but no less than quarterly in arrears. After the
            occurrence and during the continuation of any Event of Default or
            after acceleration, interest shall be due on demand.

                                       7
<PAGE>

(b)   In respect of the Letters of Credit:

      (1)   Each Obligor for whose account a Letter of Credit is issued has
            unconditionally and irrevocably agreed in the Credit Agreement to
            reimburse the Issuing Bank for each payment made by the Issuing Bank
            under such Letter of Credit on the date the Issuing Bank makes such
            payment. Any such reimbursement obligation not made when due accrues
            interest at a rate per annum equal to the Default Rate, payable on
            demand.

      (2)   Each Obligor for whose account a Letter of Credit is issued has
            unconditionally and irrevocably agreed in the Credit Agreement to
            pay fees in respect thereof as provided in the Credit Agreement at a
            rate equal to the Applicable Margin for such Letter of Credit fees,
            such fees due and payable quarterly in arrears and calculated at the
            Applicable Margin specified therefor in the Pricing Schedule.

(c)   In respect of the Commitments, the Obligors have agreed to pay commitment
      fees in respect of the unused portion of the maximum committed amount from
      time to time, such fees being due and payable quarterly in arrears and
      calculated at the Applicable Margin specified therefor in the Pricing
      Schedule.

(d)   All interest and any other payments under the Credit Agreement, this
      Mortgage or any other Credit Document of an annual nature shall accrue
      from day to day and shall be calculated on the actual number of days
      elapsed and a year of 360 days, except in the case of interest payable in
      respect of Base Rate Loans (to the extent the Base Rate is then determined
      by the Prime Rate) which shall calculated on the actual number of days
      elapsed in a year of 365 or 366 days, as the case may be.

4.    PREPAYMENT AND REPAYMENT

(a)   Under the Credit Agreement, and subject to the terms thereof, the Loans
      may be repaid and reborrowed prior to the Maturity Date, and under some
      circumstances, must be repaid prior to the Maturity Date.

(b)   Under the Credit Agreement, following any drawing paid by the issuer of a
      Letter of Credit, the respective Borrower for whose account such Letter of
      Credit was issued must reimburse the issuer for the amount so paid on the
      date the issuer makes such payment.

5.    COSTS, EXPENSES AND INDEMNITIES

(a)   The Mortgagor shall pay to the Mortgagee, upon demand, all expenses
      (including but not limited to legal fees, out-of-pocket expenses and
      value-added taxes if any) incurred by the Mortgagee in connection with the
      preparation, execution and (where appropriate) recording of the this
      Mortgage and any other documents delivered pursuant to the Mortgage or in
      connection with the preservation or enforcement of any rights hereunder
      and thereunder.

                                       8
<PAGE>

(b)   All advances and expenditures which the Mortgagee in its discretion may
      incur for repairs, insurance premiums, payments of claims, whether or not
      giving rise to liens or privileges on the Vessel, defense of suits, or for
      any other purpose whatsoever related hereto or to the Credit Agreement or
      the other Credit Documents, and all expenses, losses or damages sustained
      by the Mortgagee because of default under this Mortgage or any other
      Credit Document shall be repaid by the Mortgagor on demand and until so
      repaid shall be a debt due from the Mortgagor to the Mortgagee secured by
      this Mortgage, and shall subject to the Default Rate. The Mortgagee shall
      not be bound to make any such advances or expenditures nor shall the
      making thereof relieve the Mortgagor of any obligation or default with
      respect thereto.

(c)   All payments to be made by the Mortgagor shall be made without set-off or
      counterclaim.

(d)   All payments to be made by the Mortgagor shall be made free and clear of
      and without deduction for or on account of any present or future Taxes of
      any nature now or hereafter imposed unless the Mortgagor is compelled by
      law to make payment subject to any such Taxes. In that event, the
      Mortgagor shall (i) pay to the Mortgagee such additional amounts as may be
      necessary to ensure that the Mortgagee, receives a net amount equal to
      that which it would have received had such payment not been made subject
      to any Taxes, and (ii) deliver to the Mortgagee, within ten (10) calendar
      days of any request by it, an official receipt in respect of the payment
      of any Taxes so deducted.

(e)   The Mortgagor hereby agrees that no payment to the Mortgagee under this
      Mortgage or any other Credit Document pursuant to any judgment or order of
      any court or otherwise shall operate to discharge the liability of the
      Mortgagor for payment of the Secured Obligations unless and until payment
      in full of the Secured Obligations shall have been received by the
      Mortgagee for the benefit of the Banks. To the extent that the amount of
      any such payment shall be made in a currency other than U.S. Dollars and
      on actual conversion from such currency shall fall short of the amount of
      the relevant obligation expressed in U.S. Dollars, the Mortgagee and the
      Banks shall have a further and separate cause of action against the
      Mortgagor for the recovery of the amount of the shortfall.

6.    FREEDOM FROM ENCUMBRANCES

      The Mortgagor warrants hereby that the Vessel is free from any Lien
whatsoever other than the Lien of this Mortgage, and that it shall warrant and
defend title to and possession of the Vessel and every part thereof for the
benefit of the Mortgagee and the Banks, against the claims and demands of all
Persons whomsoever.

7.    PREVENTION OF AND RELEASE FROM ARREST

      The Mortgagor shall promptly discharge all debts, damages and other
liabilities or obligations whatsoever which have given or may give rise to
maritime or possessory liens on or claims enforceable against the Vessel which
may arise from time to time as a result of the use and operation thereof, and in
the event of an attachment, seizure or arrest of the Vessel or other detention
thereof in the exercise of any of the aforesaid liens, shall procure the release
from such

                                       9
<PAGE>

attachment, seizure, arrest or detention forthwith upon receiving notice
thereof, by providing bail or otherwise as the circumstances may require, within
THIRTY (30) calendar days of the occurrence of any such event unless the
Mortgagee consents to a longer period. The Mortgagor shall give prompt written
notice to the Mortgagee of any such seizure, arrest or detention as soon as
possible after becoming aware of the occurrence of any such event.

8.    PREVENTION OF VARIOUS OBLIGATIONS

      Neither the Mortgagor nor any charterer nor the Master of the Vessel nor
any other Person has or shall have any right, power or authority to create or to
permit the creation of any obligations whatsoever involving the use or operation
of the Vessel which may give rise to liens or privileges thereon, other than the
obligations secured by this Mortgage, and obligations for crew's wages, salvage,
stevedores' and other wharfers' compensation or general average contributions,
without the written consent of the Mortgagee first obtained. Said written
consent to the creation of any single such obligation shall be limited thereto
and shall not in any manner be deemed to establish a general or further waiver
or consent that extend to any other obligations arising from the use or
operation of the Vessel.

9.    NOTICE OF MORTGAGE

      The Mortgagor shall keep or cause to be kept on board the Vessel at all
times a copy of this Mortgage in English together with the pertinent
documentation of the Vessel and will cause such a copy and documentation to be
exhibited on demand to any Person having business with the Vessel or to any
representative of the Mortgagee, and will place or cause to be placed and keep
prominently displayed in the most accessible of places a framed printed notice
of approximately six by nine inches in plain type reading as follows:

                               NOTICE OF MORTGAGE

            This vessel is owned by WILLBROS MARINE ASSETS, INC. and it is
      subject to a Mortgage dated June 14, 2002, as it may be supplemented or
      amended from time to time, in favour of CREDIT LYONNAIS NEW YORK BRANCH,
      as Agent under the Credit Agreement described therein.

            Under the terms of the mortgage, neither the mortgagor, as
      shipowner, any charterer, the Master of the Vessel nor any other person
      has any right, power or authority to create, incur or permit to be placed
      or imposed or continued upon this vessel any lien whatsoever other than
      for salvage, crew's wages, stevedores' and other wharfers' compensation
      and general average contributions.

10.   INSURANCES

(a)   The Mortgagor at its expense shall keep the Vessel and her rights fully
      covered by the Insurances, in each case in the Required Amount and/or with
      such insurers (or, in the case of War Risks and Protection and Indemnity
      Risks, such English or Norwegian war risks and protection and indemnity
      clubs or associations and policies) and by utilizing the

                                       10
<PAGE>

      services of such first class insurance brokers as the Mortgagee may
      approve. The Mortgagor agrees that it will punctually pay all insurance
      premiums, will timely submit (when relevant) U.S. Voyage Declarations in
      accordance with the Protection and Indemnity Risk terms of cover, will
      timely renew the Insurances and ensure that annual certificates are
      delivered to the Mortgagee evidencing that the Vessel is insured and that
      the Mortgagee is noted as mortgagee and loss payee in all the Vessel's
      insurance policies.

(b)   With respect to Protection and Indemnity Risks coverage, all moneys for
      claims under said coverage shall be paid to the Mortgagor; provided,
      however, that upon the occurrence of an Event of Default (as defined
      herein), all moneys for claims under said coverage shall be paid directly
      to the Mortgagee or as the Mortgagee may direct. The Mortgagor shall
      obtain the necessary consents or endorsements in the instruments of
      coverage or undertakings from the relevant protection and indemnity
      association or club where the Vessel may be entered which the Mortgagee
      may deem necessary or acceptable in order to substantially obtain and
      preserve the benefits of this Clause.

(c)   The Mortgagor shall procure that all instruments of coverage referred to
      in this Clause as relate to Insurances are effected through the approved
      brokers and are deposited with the approved brokers and that the approved
      brokers furnish the Mortgagee with pro forma copies thereof and a letter
      or letters of undertaking in such form as may be from time to time
      required by the Mortgagee.

(d)   The Mortgagor shall procure that any protection and indemnity and/or war
      risks clubs or associations wherein the Vessel is entered shall furnish
      the Mortgagee with a letter or letters of undertaking in such form as may
      from time to time be requested by and acceptable to the Mortgagee.

(e)   The Mortgagor hereby further undertakes that it shall deliver to the
      Mortgagee certificates of insurance with respect to insurance policies or
      other instruments or documents evidencing insurance coverage, naming the
      Mortgagor as loss payee (or with undertakings acceptable to the Mortgagee
      in the case of war risks and/or protection and indemnity clubs or
      associations).

(f)   All policies, binders, contracts, receipts and cover notes shall upon
      request from the Mortgagee be delivered to the Mortgagee with evidence
      satisfactory to it that the Mortgagor has kept up due and punctual payment
      of all premiums, fees or contributions payable with respect to all risk
      coverages required hereby and by the Credit Agreement. The Mortgagor shall
      notify and request per notice of cancellation clauses acceptable to the
      Mortgagee all insurers, clubs or associations (except war risk
      associations where seven (7) calendar days advance notice shall be
      required) to agree in advance to notify the Mortgagee at least fourteen
      (14) calendar days prior to the expiration or cancellation of any risk
      coverage herein contemplated, and prior to any material alteration to said
      coverage. The Mortgagor shall promptly extend or renew all said risk
      coverage as may be necessary from time to time and will furnish proof
      thereof to the Mortgagee no later than fourteen (14) calendar days (seven
      (7) calendar days in the case of war risk

                                       11
<PAGE>

      insurance) prior to each date of expiration. The Mortgagee reserves the
      right to make any payments, settlements or take any other action with the
      insurers, associations or clubs to extend, maintain or renew any such
      insurance or risk coverage and to avoid the cancellation or expiration of
      any insurance policy or coverage herein provided for, but shall be under
      no obligation to do so. The Mortgagee also reserves the right to approve
      or disapprove of any material alteration to the said risk coverage, which
      approval shall not be unreasonably withheld. All amounts so expended by
      the Mortgagee shall be payable by the Mortgagor to the Mortgagee on demand
      and, until payment thereof is fully made, shall be an obligation secured
      by this Mortgage forming a portion of the Secured Obligations. The
      Mortgagor shall obtain the necessary consents or endorsements in the
      instruments of coverage (or undertakings acceptable to the Mortgagee in
      the case of war risks and/or protection and indemnity clubs or
      associations), from the relevant insurers, clubs or associations where the
      Vessel may be entered or covered, which the Mortgagee may deem necessary
      to obtain and preserve the benefits of this Clause.

(g)   The Mortgagee shall have the right at its discretion, if it considers that
      the risk coverage of the Vessel is not satisfactory, to demand prompt
      compliance by the Mortgagor in obtaining any further risk coverage which
      the Mortgagee may reasonably deem necessary or, in the absence of said
      prompt compliance, to proceed itself to obtain the necessary additional
      insurance or cover at the expense of the Mortgagor with the amount thereby
      invested to be repayable on demand, secured by this Mortgage.

(h)   If any of the Insurances is part of a fleet coverage, the Mortgagor shall
      procure that the insurers undertake to the Mortgagee that they shall
      neither set-off against any claims in respect of the Vessel any premium(s)
      due in respect of other vessels under such fleet coverage or any premium
      due for other insurances, nor cancel any of the Insurances for reason of
      non-payment of premiums for other vessels under such fleet coverage or
      premiums for other insurances, and shall undertake to issue a separate
      policy or policies in respect of the Insurances or any part thereof on or
      with respect to the Vessel, if and when so requested by the Mortgagee.

(i)   Upon occurrence of an Event of Default, as provided for in Clause 20
      hereof, the Mortgagee shall be entitled to settle any dispute with the
      insurers, associations or clubs which may arise from their liability under
      the respective insurance contracts or other instruments of coverage or on
      the amount of compensation which they may be required to pay, with binding
      effects on the rights of the Mortgagor under such insurance or cover. The
      Mortgagor shall obtain the necessary consents from its insurers and war
      risks and protection and indemnity clubs or associations in which the
      Vessel may be entered, and inclusion, in the respective insurance policies
      and other instruments of coverage or by way of an undertaking of the
      protection and indemnity associations or clubs, acceptable to the
      Mortgagee, of any references which the Mortgagee may deem necessary to
      obtain and preserve this option for its benefit.

11.   EMPLOYMENT

                                       12
<PAGE>

(a)   The Mortgagor shall not employ the Vessel or suffer her employment to
      carry any contraband goods, to run blockades, to deviate into waters not
      fully covered under any or all of the Insurances herein contemplated, to
      trade or carry on business which is forbidden by international law or
      which is otherwise illicit or to carry illicit or prohibited goods which
      may render the Vessel subject to condemnation in a prize court,
      destruction, seizure or confiscation. The Mortgagor shall obtain
      additional insurance coverage deemed adequate in the opinion of the
      Mortgagee prior to employing the Vessel (i) in any part of the world in
      which armed conflict, political violence, warfare, civil unrest,
      insurrection, piracy or any other form of hostilities is reasonably
      expected to occur or is occurring, (ii) in any zone that has been declared
      a war zone by any government or by the Vessel's War Risk insurers, or
      (iii) in a manner which in any way may imperil the protection acquired
      through any of the Insurances.

(b)   The Mortgagor hereby covenants with the Mortgagee during the life of this
      Mortgage that, if and when the Vessel trades in United States waters, the
      conditions of the United States of America regarding the Certificate of
      Financial Responsibility ("COFR") will be fulfilled.

12.   MODIFICATIONS

      The Mortgagor shall not in any way proceed to make any alterations,
changes, modifications, improvements or repairs to the Vessel, its accessories
and/or apparel, the aggregate cost of which would exceed ONE MILLION US DOLLARS
(US$1,000,000.00), in any single or group of such alterations, changes,
modifications, improvements or repairs, without obtaining the prior written
consent of the Mortgagee, unless such investment is necessary to maintain the
Vessel's class. In any event, the Mortgagor will keep the Mortgagee informed of
any major structural alteration or conversion to be made in the Vessel, and will
make sure that any such alteration or conversion is acceptable to the Mortgagee.

13.   RECORDATION

      The Mortgagor covenants that, during the existence of the Mortgage, the
Vessel shall continue to be documented pursuant to the laws of St. Vincent and
the Grenadines as a vessel of St. Vincent and the Grenadines and under St.
Vincent and the Grenadines registry with such endorsements as shall qualify the
Vessel for participation in the trades and services to which it may be dedicated
from to time, and that the Mortgagor will not cause or allow the abandonment,
deletion or removal of the Vessel from the Registry of the Commissioner for
Maritime Affairs of St. Vincent and the Grenadines and/or change the nationality
of the Vessel without the prior written consent of the Mortgagee. The Mortgagor
further covenants that while this Mortgage is in existence, it shall comply
with, and shall cause the Vessel to be in compliance with, all applicable laws
and regulations of St. Vincent and the Grenadines, the Federal Republic of
Nigeria, and/or any other state or country in which the Vessel is operated.

14.   MAINTENANCE OF CONDITION AND CLASS

                                       13
<PAGE>

      The Mortgagor covenants and agrees that the Mortgagor shall at all times
and without cost or expense to the Mortgagee maintain and preserve the Vessel or
cause the Vessel to be maintained and preserved in good working condition and
sufficient state of repair consistent with first-class ship-ownership and
management practice employed by owners of vessels of similar size and type, in
order to avoid any possible depreciation in its value which may have adverse
consequences on the security hereby established, excepting normal wear and tear
to result from proper usage of the Vessel. The Mortgagor will keep the Vessel or
cause her to be kept in such state and condition as will entitle her to maintain
her current class status free of recommendations and notations affecting class
and qualifications and change of class.

15.   NOTIFICATION OF EVENTS

      The Mortgagor shall give notice as soon as possible to the Mortgagee, by
cable, telex or other similar mechanical means, from the nearest place offering
any such services, of any accident which may involve repairs costing ONE MILLION
US DOLLARS (US$1,000,000.00) or more, loss of class, seizure in time of peace
and/or war, bottomry, average and salvage, as well as of any assistance
whatsoever that may be rendered to the Vessel by third parties, and of any legal
proceedings that may be commenced against the Vessel, and in no event later than
forty-eight (48) hours after becoming aware of the occurrence of any of the
events mentioned in this clause.

16.   PAYMENTS OF OUTGOINGS

      The Mortgagor shall pay when due all debts, damages and liabilities
whatsoever which have given or may give rise to maritime or possessory Liens
(other than the Lien of this Mortgage) or any claims enforceable against the
Vessel and all tolls, dues, Taxes, assessments, governmental charges, fines and
penalties lawfully charged on or in respect of the Vessel and all other
outgoings whatsoever in respect of the Vessel; and the Mortgagee may require
that the Mortgagor deliver to the Mortgagee all receipts, liquidations and any
other documents showing conclusively the Mortgagor's compliance with its
obligations pursuant to this Section or that any such tolls, dues, Taxes,
assessments, charges, fines, dues and penalties are being diligently contested
in good faith by the Mortgagor and that any such disputes remain pending;
provided, however, that proper reserve for payment of such disputed taxes,
contributions, charges, tariffs, fines, dues and penalties has been made by the
Mortgagor and is likewise evidenced to the Mortgagee.

17.   FINANCIAL INFORMATION

      The Mortgagor shall supply to the Mortgagee such financial and other
information with respect of the Mortgagor and the Vessel as the Mortgagee may
from time to time reasonably require.

18.   REPAIRER'S LIEN

      Unless with the previous written consent in writing of the Mortgagee, the
Mortgagor shall not put the Vessel into the possession of any Person for the
purpose of work being done upon her

                                       14
<PAGE>

in an amount exceeding or likely to exceed ONE MILLION US DOLLARS
(US$1,000,000.00) or its equivalent in any other currency unless such Person
shall first have given to the Mortgagee and in terms satisfactory to it, a
written undertaking not to exercise any lien on the Vessel or her Earnings for
the cost of such work or otherwise.

19.   MORTGAGOR'S REPRESENTATIONS

      Without prejudice to any of the other representations, covenants and
warranties herein made, the Mortgagor represents unto the Mortgagee the
following:

            (i)   That it is a company duly organised, existing and in good
                  standing in the Republic of Panama, with sufficient capacity
                  to grant this Mortgage, and qualified to engage in the
                  business and activities in which it is engaged.

            (ii)  That it has taken all necessary corporate or other action
                  required to authorize the execution, delivery and performance
                  of this Mortgage.

            (iii) That the execution, delivery and performance of this Mortgage
                  will not constitute a breach or violation of any provision of
                  its Articles of Incorporation, By-Laws, if any have been
                  adopted, or other corporate documents.

            (iv)  That the execution, delivery and performance of this Mortgage
                  will not constitute default or possible default, that is to
                  say, an event which with the lapse of time or notice or both
                  would constitute an event of default, under any existing or
                  future contract, agreement or other instrument to which it is
                  or may be a party or by which any of its properties or assets
                  are or may be bound, nor will it otherwise make or give cause
                  for any obligation to which it is a party to become
                  immediately due and payable or otherwise enforceable.

            (v)   That the execution, delivery and performance of the Mortgage
                  does not violate any law, decree, rule, resolution or other
                  regulation or decision of any judicial, administrative or
                  municipal authority applicable thereto.

            (vi)  That it is not a defendant party in any litigation or
                  administrative proceeding from which an adverse material
                  decision might emerge; nor does it expect any such litigation
                  or proceeding to be initiated against it.

20.   EVENTS OF DEFAULT

      Any of the following events or circumstances shall constitute an "Event of
Default" under this Mortgage:

(a)   A Total Loss of the Vessel occurs and either (i) the proceeds of the
      Insurances or Requisition Compensation, as the case may be, are not paid
      to the Mortgagee within

                                       15
<PAGE>

      ninety (90) calendar days of the occurrence of the event constituting said
      Total Loss, or (ii) within forty five (45) calender days of the occurrence
      of the event constituting said Total Loss the Mortgagee does not receive a
      written commitment, acceptable in form and content to the Mortgagee, from
      the relevant insurer, association or club or from the requisitioning
      party, that such proceeds will be paid over to the Mortgagee;

(b)   Any governmental or other approval, authorization or consent necessary for
      the Mortgagor to fulfil any of its obligations under this Mortgage or
      otherwise to give full effect hereto is revoked or otherwise modified in a
      manner unacceptable to the Mortgagee.

(c)   The occurrence of any Event of Default (as such term is defined in the
      Credit Agreement).

21.   POWERS OF THE MORTGAGEE ON EVENT OF DEFAULT

      Upon the occurrence of any Event of Default contemplated in Clause 20
hereof, the Mortgagee shall become entitled, as and when it may see fit, with or
without notice to the Mortgagor, and without first or contemporaneously
proceeding against the Mortgagor or the Mortgagor's assets or against any other
security held by the Mortgagee, to put into force and exercise all powers
possessed by it as Mortgagee of the Vessel and in particular to:

(a)   Declare all outstanding Secured Obligations immediately due and payable,
      after which said amounts will cause interest to accrue at the Default Rate
      until full payment there is received by the Mortgagee after as well as
      before judgment;

(b)   Recover judgment for and collect out of foreclosure on the Vessel on the
      Secured Obligations;

(c)   Subsequent to providing notice of possession and management to the
      Commissioner for Maritime Affairs of St. Vincent and the Grenadines, take
      possession of and manage the Vessel, with or without legal process, at any
      time, wherever the same may be, and to thereby hold, and in its name or
      that of the Mortgagor, lease, charter, operate or otherwise use the Vessel
      for such time and on such terms as the Mortgagee may deem advisable, and
      to collect all Earnings and Insurances and make use thereof to cancel the
      Secured Obligations, as provided in Clause 24 hereof; being obligated to
      return to the Mortgagor only the net profit, if any, resulting therefrom,
      and in connection with such use of the Vessel to employ, in accordance
      with reasonable business judgment, such agents, brokers, accountants,
      receivers, masters, engineers, officers, crew, servants and workmen upon
      such terms as to remuneration or otherwise as the Mortgagee may consider
      convenient in accordance with reasonable business judgment and, to dock
      the vessel free of charge, if at the premises of the Mortgagor, or
      elsewhere, at the expense of the Mortgagor, and to repair, renew, alter,
      insure, cover, survey and reclass the Vessel or any part of her, and
      generally to do or cause to be done all such acts matters or things and
      enter into all such engagements and arrangements for the operation,
      working and

                                       16
<PAGE>

      maintenance or repair of the Vessel as the Mortgagee shall consider
      convenient in accordance with reasonable business judgment and as if it
      were the owner of the Vessel;

(d)   Demand collect and retain all Earnings and Insurances whether or not the
      same shall have become due or relate to any period prior to the Mortgagee
      taking possession of the Vessel, and the proceeds of any sale of the
      Vessel, and from such proceeds to deduct:

            (i)   a reasonable sum for management of the Vessel during any
                  period or periods in which it shall have had possession of the
                  Vessel, and all expenses and disbursements it shall incur in
                  exercising any of its rights under this Clause;

            (ii)  the reasonable fees, charges and remuneration of any Persons
                  or corporations involved in relation to the management or
                  operation of the Vessel; and

            (iii) all the reasonable costs and running expenses of the Vessel;
                  and to apply the net profits, if any, in such manner and order
                  as specified in Clause 24 hereof;

(e)   Sell the Vessel or any interest therein free from claim of or by the
      Mortgagor without judicial process, in such place, time and manner as is
      commercially reasonable under the circumstances and notice of sale will be
      given by registered air mail, postage pre-paid to the last known address
      of Mortgagor at least thirty (30) days prior to the scheduled date for
      such sale. Such notice shall be necessary only in respect of the initial
      date of sale. Should an adjournment of the sale be deemed necessary for
      any reason by the Mortgagee, a new date, time and place for the sale may
      be set by the Mortgagee at the time of adjournment provided notice of such
      new date, time and place is given to Mortgagor in accordance with the
      foregoing terms of this clause (e). At the sale, the Mortgagee may
      purchase the Vessel and may apply upon the purchase price thereof any
      Secured Obligations secured hereby. It is expressly stated that upon
      payment of the purchase price, the purchasers shall acquire good and
      peaceful title to the Vessel at any such non-judicial sale, and shall not
      be affected by any claim or potential claim of the Mortgagor or of any
      Person laying claim to the Vessel through the Mortgagor, whether or not
      such claim or potential claim comes to the knowledge of the purchaser; and

(f)   In the Mortgagee's own name or in the name of the Mortgagor or in the name
      of the Vessel to demand, sue for, receive and give valid receipts for all
      moneys due to the Mortgagor in connection with the Vessel, and to
      institute such legal proceedings as the Mortgagee shall think proper in
      connection with such monies and to defend, discharge, compound, release
      and compromise any legal proceedings brought against the Mortgagor as
      owner of the Vessel, or against the Vessel or its master.

22.   THE MASTER

                                       17
<PAGE>

         The Mortgagor hereby agrees that if the Mortgagee shall exercise any of
its powers under the foregoing Clause 21 the master of the Vessel for the time
being shall be entitled to and shall act on the orders of the Mortgagee on proof
only that the Person giving such order is the Mortgagee or a duly appointed
representative of the Mortgagee and without the need to prove to the master's
satisfaction that the Mortgagee is entitled to such exercise of the right of
giving orders.

23.   SALE PROVISIONS

(a)   Any sale of the Vessel effected under this Mortgage, whether by
      foreclosure or otherwise, shall operate to divest all right, title,
      interest or claim of the Mortgagor in and to the Vessel enforceable by the
      Mortgagor and by all Persons laying claim to the Vessel through the
      Mortgagor.

(b)   In any sale of the Vessel under this Mortgage the purchaser shall not be
      bound to enquire or to establish whether or not the power of sale has
      arisen or become exercisable, nor as to the propriety and regularity of
      such sale, nor shall any such purchaser or purchasers be affected by
      notice that such sale was or is unnecessary or improper and,
      notwithstanding any impropriety or irregularity, any such sale shall, as
      regards the protection of the Vessel and the purchaser's title thereto, be
      deemed valid and effectual; the only remedy of the Mortgagor in respect of
      any alleged impropriety or irregularity shall be for damages against or
      from the Mortgagee.

(c)   Upon any sale of the Vessel effected under this Mortgage the receipt of
      the Mortgagee or of the court officer conducting any such sale for the
      purchase money and any other moneys so paid shall be a full and sufficient
      discharge to any purchaser and no such purchaser, or his representatives,
      successors or assigns, after paying such moneys and receiving such
      receipt, shall be concerned with the application of such moneys to any
      purpose of this Mortgage or in any manner be answerable for any loss,
      mis-application or non-application of any such moneys or any part thereof.

(d)   Upon completion of any non-judicial sale of the Vessel effected under this
      Mortgage, the Mortgagee shall execute and deliver to the purchaser a good
      and sufficient instrument in respect of the sale and transfer of the
      Vessel and for that purpose the Mortgagor hereby irrevocably appoints
      (coupled with the interest of the Mortgagee in this security) the
      Mortgagee to be its lawful attorney in its name and stead to execute all
      instruments and other documents in relation to any such sale PROVIDED
      ALWAYS that the Mortgagor shall, if so requested by the Mortgagee or any
      purchaser of the Vessel, confirm any sale by executing and forthwith
      delivering such instruments as may be designated in any such request.

24.   APPLICATION OF PROCEEDS

      The proceeds of any sale of the Vessel, of any Insurances, of any judgment
collected by the Mortgagee for any default hereunder, or any Earnings or
Requisition Compensation, or as otherwise received by the Mortgagee hereunder,
together with the proceeds of any claims for

                                       18
<PAGE>

damages received by the Mortgagee pursuant to or under the terms of this
Mortgage, the application of which has not elsewhere herein been specifically
provided for, shall be applied as follows:

      FIRST: To the payment of the expenses, liabilities and costs made or
incurred by the Mortgagee in the exercise or protection of its rights or in the
pursuance of its remedies hereunder, including but not limited to the expenses
of any sale, retaking, or collection of any insurance payments, and attorney's
fees, court costs and any other expenses, liabilities or advances made or
incurred by the Mortgagee, and adequately to indemnify the Mortgagee against all
claims asserting priority over or equality with the right of the Mortgagee over
the Vessel;

      SECOND: To interest and fees accrued and unpaid in respect of the Secured
Obligations and then to principal sums due in respect of the Secured
Obligations;

      THIRD: To the payment of all other non-contingent Secured Obligations;

      FOURTH: By deposit into the Cash Collateral Account, an amount sufficient
to cash collateralize all contingent Secured Obligations as contemplated by the
Credit Agreement; and

      FIFTH: To the payment of any surplus thereafter remaining to the Mortgagor
or to whomsoever may be lawfully entitled thereto.

      PROVIDED ALWAYS that in the event that such moneys are insufficient to pay
the amounts specified in FIRST through FOURTH above the Mortgagee shall be
entitled to collect the balance from the Mortgagor personally or from any other
Person liable therefor.

25.   EVENT OF ARREST OR DETENTION

      In the event that the Vessel shall be arrested or detained by any officer
of any court or by any other authority of any kind or in the event that the
Mortgagee may become entitled to proceed as provided for in Clause 21 hereof,
the Mortgagor hereby irrevocably appoints the Mortgagee and its officers or
representatives (coupled with the interest of the Mortgagee in this security) to
do any and all acts and things which they may deem necessary or convenient, as
if they were the Mortgagor, including without limitation, to receive or take
possession and appoint receivers, managers or other agents of and for the
Vessel, to sell and dispose of the Vessel, to defend any action, to pay any
debt, to negotiate, settle, accept and produce a partial or full discharge on
recovery under any Insurances, and to settle and compromise or otherwise
discharge any lien or claim affecting the Vessel.

26.   POWERS OF MORTGAGEE CUMULATIVE AND NO WAIVER

      Each and every power and remedy herein given to the Mortgagee shall be
cumulative and shall be in addition to every other power and remedy given herein
or now or hereafter existing at law, in admiralty, by statute or otherwise, and
each and every power and remedy whether given herein or otherwise existing may
be exercised from time to time and as often and in such order as

                                       19
<PAGE>

may be deemed expedient by the Mortgagee, and, except for the running of the
pertinent statute of limitations as may be established by applicable law, the
delay or omission to exercise or the failure to exercise or the partial exercise
of any such power or remedy shall not be construed as a waiver of the right to
exercise simultaneously any other power or remedy nor as a waiver of the right
to subsequently proceed to make use of the same or of any other power or remedy.

27.   CONTINUING SECURITY

      The security created by this Mortgage constitutes a continuing security
for the payment of all Secured Obligations and for the performance and
observance of and compliance with the covenants, terms and conditions contained
in this Mortgage, the Credit Agreement, or any other Credit Document, and the
security created by this Mortgage shall not be satisfied by any intermediate
payment or satisfaction of any portion of the Secured Obligations and the
security so created shall be in addition to and shall not in any way be
prejudiced or affected by any collateral or other security now or hereafter held
by the Mortgagee for all or any portion of the Secured Obligations hereby
secured, and enforcement of the security so created shall not be dependent on
nor subordinate to enforcement of any other security created under any other
Credit Document, and may be sought, in whole or in part, simultaneously with or
alternatively to the taking of any remedial action under any of the Credit
Documents.

28.   INDEMNITY

      THE MORTGAGOR HEREBY AGREES AND UNDERTAKES to indemnify the Mortgagee
against:

(a)   All obligations and liabilities whatsoever and whensoever arising which
      the Mortgagee may incur in good faith in respect of in relation to or in
      connection with the Vessel its Earnings, Requisition Compensation and
      Insurances or otherwise howsoever in relation to or in connection with any
      of the matters dealt with in this Mortgage, the Credit Agreement or any
      other Credit Documents;

(b)   Any loss or damage or expense incurred by the Mortgagee in the enforcement
      of the security created hereby.

29.   GOVERNING LAW

      All the rights and obligations arising from this Mortgage shall be
governed by and construed in accordance with the laws of St. Vincent and the
Grenadines.

30.   JURISDICTION

      The Mortgagor agrees that, subject to applicable law, this Mortgage may be
enforced by the Mortgagee in whichever jurisdiction the Vessel may be found,
including without limitation in the competent courts of the Federal Republic of
Nigeria, or in the competent courts of St. Vincent and the Grenadines or in such
other jurisdiction as the Mortgagee may select. Should the Vessel be present in
the jurisdiction where enforcement of the Mortgage is sought and to the

                                       20
<PAGE>

extent permitted by applicable law, suit may be brought in rem against the
Vessel and/or in personam against the Mortgagor, the master of the Vessel being
at all times deemed to be the legal and judicial representative of the Mortgagor
and, as such, authorized and empowered to receive service of process on its
behalf.

31.   UNENFORCEABILITY OF CLAUSES

      If for any reason whatsoever any court or other judicial body should find
any of the clauses or stipulations of the Mortgage or parts of such clauses or
stipulations invalid or unenforceable, this finding shall be restricted to the
enforceability or validity of the said particular clause or stipulation or part
of such clause or stipulation and shall not be interpreted as affecting the
validity or enforceability of any other clause or stipulation of the Mortgage or
of the affected clause or stipulation or part thereof in any other jurisdiction.

32.   FURTHER ASSURANCE

      The Mortgagor hereby further undertakes at its own expense to execute,
sign, delivery, file, or register every such instrument or document, and to do
all other acts and things, as the Mortgagee may reasonably request, to mortgage
and charge the Vessel, to perfect the security constituted by this Mortgage, or
as contemplated by this Mortgage, the Credit Agreement, or any other Credit
Documents.

33.   NOTICES

      All notices, approvals, consents or other communications provided for
herein may be given to the Mortgagee or the Mortgagor, as the case may be,
either personally, in which case said notice, approval, consent or communication
shall be deemed received upon delivery, or by certified airmail, postage
pre-paid, in which case said notice, approval, consent or communication shall be
conclusively presumed to have reached its destination seven (7) calendar days
from the date of its posting, or by confirmed telex, cable or other mechanical
or electronic means, confirmed by airmail, in which case said notice, approval,
consent or communication shall be conclusively presumed to have reached its
destination immediately after sending, and for this purpose the letter of
confirmation shall be disregarded. The following addresses are agreed to by the
parties for the purposes of providing notice:

                          To the Mortgagee:

                          CREDIT LYONNAIS NEW YORK BRANCH
                          1301 Avenue of the Americas
                          New York, New York 10019
                          U.S.A.
                          Attn.: Loan Administration

                                       21
<PAGE>

                          To the Mortgagor:

                          WILLBROS MARINE ASSETS, INC
                          c/o WILLBROS USA, INC.
                          4400 Post Oak Parkway
                          Suite 1000
                          Houston, Texas 77027
                          U. S. A.
                          Attn.: Vice President, Finance and Accounting

or to such other address as a party may notify the other in writing in
accordance with this clause.

34.   COST OF REGISTRATION AND RELEASE OF MORTGAGE

      All costs, fees and expenses to be incurred upon the execution, delivery,
protocolization and recordation of this Mortgage at the St. Vincent and the
Grenadines and those concerning its release shall be for the account of the
Mortgagor.

35.   NOTICE OF AGREEMENT AND INTERPRETATION OF DOCUMENTS

      For the purposes of public notice, the Credit Documents and the rights and
obligations arising therefrom, as hereby secured, may be ascertained in
conformed copies of said Credit Documents kept at the address of the Mortgagee
above mentioned. In case of conflict between the provisions of the Credit
Agreement and this Mortgage, the provisions of the Credit Agreement shall
prevail, provided however that this will not be in any way interpreted or
applied to prejudice the legality, validity or enforceability of this Mortgage.

36.   POWER OF ATTORNEY

      Both the Mortgagor and the Mortgagee hereby confer a special power of
attorney on the law firm of Hughes & Cummings in St. Vincent and the Grenadines,
with the right of substitution and the power to revoke the same, and to take any
and all necessary action to preliminarily register, protocolize and definitively
register this Mortgage at the St. Vincent and the Grenadines.

37.   ASSIGNMENT

      The rights and obligations of the Mortgagee under this Mortgage may be
assigned without prior written consent of the Mortgagor.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       22
<PAGE>

      IN WITNESS WHEREOF, on the date and place first above written, the
Mortgagor has executed and delivered and the Mortgagee has accepted in its
entirety this Mortgage, as it is hereafter subscribed by the authorized
representatives of both parties.

                                         WILLBROS MARINE ASSETS, INC.

                                         By:________________________________
                                         Name:______________________________
                                         Title:_____________________________

_______________________________
Notary Public, State of Texas
My Commission Expires: ________

                                         CREDIT LYONNAIS NEW YORK BRANCH

                                         By:________________________________
                                         Name:______________________________
                                         Title:_____________________________

________________________________
Notary Public, State of Texas
My Commission Expires: _________

<PAGE>

                                    EXHIBIT L

                               SECURITY AGREEMENT

      THIS SECURITY AGREEMENT (this "Security Agreement") is made as of June 14,
2002, among the Persons identified on the signature pages hereto and other
Designated Subsidiaries (as defined in the Credit Agreement described herein)
made party hereto from time to time (each an "Obligor" and collectively the
"Obligors") and Credit Lyonnais New York Branch, individually ("CLNY") and as
Agent (in such capacity, the "Agent") for the benefit of the Secured Parties (as
defined in the Credit Agreement).

                                    RECITALS

      A.    Reference is made to that certain Credit Agreement dated as of the
date hereof among the Obligors, the Banks party thereto, the Agent, Credit
Lyonnais New York Branch, as a Bank, as Issuing Bank and as Lead Arranger and
Joint Book Runner, CIBC World Markets Corp., as Joint Lead Arranger and Joint
Book Runner, and Canadian Imperial Bank of Commerce, as Syndication Agent (such
agreement, as amended or supplemented from time to time, the "Credit Agreement")
and other Credit Documents, pursuant to which, the Banks have agreed to make
available to the Obligors a revolving credit facility for loans and letters of
credit upon the terms and conditions set forth therein in an aggregate principal
amount not to exceed $150,000,000.

      B.    The Banks have conditioned their obligations under the Credit
Agreement upon the execution and delivery by each Obligor of this Security
Agreement, and the Obligors have agreed to enter into this Security Agreement.

      C.    Certain Hedging Obligations entered into among the Obligors and any
Bank or Affiliate of a Bank are also required to be secured pursuant to this
Security Agreement in an aggregate principal amount not to exceed $300,000,000.

      D.    Therefore, in order to comply with the terms and conditions of the
Credit Agreement and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each Obligor hereby agrees with
the Agent as follows:

                                   ARTICLE 1
                                  DEFINITIONS

      Section 1.01 Defined Terms. Capitalized terms used herein but not
otherwise defined herein shall have the meanings assigned such terms in the
Credit Agreement.

      Section 1.02 Certain Definitions. As used in this Security Agreement, the
following terms shall have the following meanings, unless the context otherwise
requires:

      "Chattel Paper" means a writing or writings which evidence a monetary
obligation and a security interest in or lease of specific goods, a security
interest in or lease of specific goods and

<PAGE>

software used in such goods, or a security interest in or lease of specific
goods and license of software used in such goods.

      "Collateral" has the meaning set forth in Section 2.01 of this Security
Agreement.

      "Contracts" shall mean all contracts to which any Obligor now is, or
hereafter will be, bound, or a party, beneficiary or assignee (other than rights
evidenced by Chattel Paper, Documents or Instruments), all Insurance Contracts,
and all exhibits, schedules and other attachments to such contracts, as the same
may be amended, supplemented or otherwise modified or replaced from time to
time.

      "Contract Documents" means all Instruments, Chattel Paper, letters of
credit, bonds, guarantees or similar documents evidencing, representing, arising
from or existing in respect of, relating to, securing or otherwise supporting
the payment of, the Contract Rights.

      "Contract Rights" means all of each Obligor's right, title and interest in
and to each and all of the Contracts, Contract Documents and the contract rights
thereunder, including but not limited to (a) all (i) of each Obligor's rights to
payment under any Contract or Contract Document and (ii) payments due and to
become due to any Obligor under any Contract or Contract Document, in each case
whether as contractual obligations, damages or otherwise, (b) all claims,
rights, powers, or privileges and remedies of any Obligor under any Contract or
Contract Document, and (c) all of rights of any Obligor under any Contract or
Contract Document to make determinations, to exercise any election (including
but not limited to election of remedies) or option or to give or receive,
enforce or collect any of the foregoing rights or any property which is the
subject of any Contract or Contract Document, to enforce or execute any checks,
or other instrument or orders, to file any claims and to take any action which,
in the opinion of the Agent, may be necessary or advisable in connection with
any of the foregoing.

      "Document" shall mean a bill of lading, dock warrant, dock receipt,
warehouse receipt or order for the delivery of goods, and also any other
document which in the regular course of business or financing is treated as
adequately evidencing that the person in possession of it is entitled to
receive, hold and dispose of the document and the goods it covers.

      "Equipment" shall mean any equipment now or hereafter owned or leased by
any Obligor, or in which any Obligor holds or acquires any other right, title or
interest, constituting "equipment" under the UCC, including without limitation
all construction equipment, marine vessels, barges, dredges, pipelaying
equipment, transportation equipment, and camp equipment and all other machinery,
tools, office equipment, furniture, furnishings, fixtures, vehicles, motor
vehicles, and any manuals, instructions, blueprints, computer software
(including software that is imbedded in and part of the equipment) and similar
items which relate to the above, and any and all additions, substitutions and
replacements of any of the foregoing, wherever located together with all
improvements thereon and all attachments, components, parts, equipment and
accessories installed thereon or affixed thereto.

      "Fixtures" shall mean any fixtures now or hereafter owned or leased by any
Obligor, or in which any Obligor holds or acquires any other right, title or
interest, constituting "fixtures" under the UCC and any and all additions,
substitutions and replacements of any of the foregoing,

                                       2
<PAGE>

wherever located together with all improvements thereon and all attachments,
components, parts, equipment and accessories installed thereon or affixed
thereto.

      "General Intangibles" means all general intangibles now or hereafter owned
by any Obligor, or in which any Obligor holds or acquires any other right, title
or interest, constituting "general intangibles" or "payment intangibles" under
the UCC, including, but not limited to, all trademarks, trademark applications,
trademark registrations, tradenames, fictitious business names, business names,
company names, business identifiers, prints, labels, trade styles and service
marks (whether or not registered), trade dress, including logos and/or designs,
copyrights, patents, patent applications, goodwill of such Obligor's business
symbolized by any of the foregoing, trade secrets, license agreements, permits,
franchises, and any rights to tax refunds to which an Obligor is now or
hereafter may be entitled.

      "Instruments" shall mean an "instrument" as defined in the UCC, including
without limitation any Negotiable Instruments or any writing which evidences a
right to the payment of money and is not itself a security agreement or lease
and is of a type which in the ordinary course of business transferred by
delivery with any necessary endorsement or assignment (other than Instruments
constituting Chattel Paper).

      "Inventory" shall mean all of the inventory of each Obligor, or in which
any Obligor holds or acquires any right, title or interest, of every type of
description, now owned or hereafter acquired and wherever located, and in any
event includes all goods (including goods in transit) which are held for sale,
lease or other disposition, including those out on lease or consignment or to be
furnished under a contract of service, together with all documents of title
covering any inventory, including without limitation work in process, material
used or consumed in the Obligors' business, now owned or hereafter acquired by
any Obligor, all Proceeds thereof and products of such inventory in any form
whatsoever; and all other items hereafter acquired by any Obligor by way of
substitution, replacement return, repossession or otherwise, and all additions
and accessions thereto, and any other item constituting "inventory" under the
UCC.

      "Insurance Contracts" means all contracts and policies of insurance and
re-insurance maintained or required to be maintained by or on behalf of the
Obligors under the Credit Documents.

      "Investment Property" shall mean all "investment property" as defined in
the UCC, including, without limitation, all securities (whether certificated or
uncertificated), security entitlements, securities accounts, commodity
contracts, and commodity accounts, now or hereafter owned by any Obligor, or in
which any Obligor holds any other right, title or interest.

      "Negotiable Instrument" shall mean a "negotiable instrument" as defined in
the UCC.

      "Proceeds" shall mean all proceeds of any or all of the Collateral,
including without limitation (a) any and all proceeds of, and all claims for,
any insurance, indemnity, warranty or guaranty payable from time to time with
respect to any of the Collateral, (b) any and all payments (in any form
whatsoever) made or due and payable from time to time in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of all or any
part of the Collateral by a Governmental Authority (or any person acting under
color of governmental

                                       3
<PAGE>
authority), (c) all proceeds received or receivable when any or all of the
Collateral is sold, exchanged or otherwise disposed, whether voluntarily,
involuntarily, in foreclosure or otherwise, and (d) any and all other amounts
form time to time paid or payable under or in connection with any of the
Collateral.

      "Receivables" shall mean all rights of each Obligor to payment for goods
      sold or leased, services performed, or otherwise, whether now in existence
      or arising from time to time hereafter, including, without limitation,
      rights arising under any of the Contracts or evidenced by an account,
      note, contract, security agreement, chattel paper (including, without
      limitation, tangible chattel paper and electronic chattel paper), or other
      evidence of indebtedness or security, together with all of the right,
      title and interest of such Obligor in and to (a) all security pledged,
      assigned, hypothecated or granted to or held by such Obligor to secure the
      foregoing, (b) all of such Obligor's right, title and interest in and to
      any goods or services, the sale of which gave rise thereto, (c) all
      guarantees, endorsements and indemnifications on, or of, any of the
      foregoing, (d) all powers of attorney granted to such Obligor for the
      execution of any evidence of indebtedness or security or other writing in
      connection therewith, (e) all books, correspondence, credit files,
      records, ledger cards, invoices, and other papers relating thereto,
      including without limitation all similar information stored on a magnetic
      medium or other similar storage device and other papers and documents in
      the possession or under the control of such Obligor or any computer bureau
      from time to time acting for such Obligor, (f) all evidences of the filing
      of financing statements and other statements granted to such Obligor and
      the registration of other instruments in connection therewith and
      amendments thereto, notices to other creditors or secured parties, and
      certificates from filing or other registration officers, (g) all credit
      information, reports and memoranda relating thereto, and (h) all other
      writings related in any way to the foregoing.

      "Secured Obligations" shall mean (a) all Obligations payable by the
      Obligors to the Secured Parties under the Credit Documents, and (b) any
      and all Hedging Obligations payable by any Obligor to a Bank or any
      Affiliate of a Bank to the extent such Hedging Obligations were permitted
      to be incurred pursuant to the Credit Agreement.

      "Secured Parties" means the Agent, the Issuing Bank, and the Banks.

      "Security Agreement" shall mean this Security Agreement, as the same may
      be modified, supplemented or amended from time to time in accordance with
      its terms.

      "UCC" shall mean the Uniform Commercial Code in effect in the State of New
      York, as amended from time to time.

                                   ARTICLE 2
                                SECURITY INTEREST

      Section 2.01 Grant of Security Interest. To secure the prompt payment and
performance of the Secured Obligations and the performance by the Obligors of
their obligations under the Credit Documents, each Obligor hereby assigns and
grants to the Agent for the benefit of the Secured Parties a lien on and a
continuing security interest in, and right of set-off against,

                                       4
<PAGE>

such Obligor's right, title and interest in, to and under (all items described
in this Section 2.01, whether now owned or hereafter acquired by such Obligor
and wherever located and whether now owned or hereafter existing or arising,
collectively, the "Collateral"):

            (a)   each and every Contract, all Contract Rights, Contract
Documents and Receivables associated with such Contracts and each and every
document granting security to any Obligor under any such Contract;

            (b)   each and every Receivable;

            (c)   all Inventory;

            (d)   all Equipment;

            (e)   all General Intangibles;

            (f)   all Investment Property;

            (g)   all Fixtures;

            (h)   all amounts from time to time held in the Cash Collateral
Account and in any other checking, savings, deposit or other account of any
Obligor, all monies, proceeds or sums due or to become due therefrom or thereon
and all documents (including, but not limited to passbooks, certificates and
receipts) evidencing all funds and investments held in such accounts;

            (i)   any Governmental Requirements now or hereafter held by any
Obligor (except that any Governmental Requirement which would by its terms or
under applicable law become void, voidable, terminable or revocable by being
subjected to the Lien of this Security Agreement or in which a Lien is not
permitted to be granted under applicable law, is hereby excluded from such Lien
to the extent necessary so as to avoid such voidness, voidability, terminability
or revocability);

            (j)   any right to receive a payment under any hedging agreement in
connection with a termination thereof;

            (k)   without limiting the generality of the foregoing, all other
personal property, including but not limited to goods, Instruments, Chattel
Paper, Documents, credits, claims, demands and assets of such Obligor, whether
now existing or hereafter acquired from time to time; provided, however, stock
or any other equity interest in any Subsidiary is excluded from the security
interests created pursuant to this Security Agreement; and

            (l)   any and all additions, accessions and improvements to, all
substitutions and replacements for and all products and Proceeds of or derived
from all of the foregoing items described above in this Section 2.01.

      It is expressly contemplated that additional property may from time to
time be pledged, assigned or granted by an Obligor (whether now or hereafter
party to the Credit Agreement) to the Agent as additional security for the
Secured Obligations, and the term "Collateral" shall be

                                       5
<PAGE>

deemed for all purposes hereof to include all such additional property, together
with all other property of the types described above related thereto.
Notwithstanding the foregoing, "Collateral" as used herein and the defined terms
used above in the description of Collateral shall not include any item of
property to the extent that an Obligor's grant of a security interest in such
Obligor's right, title and interest to such item of property is prohibited by
(or otherwise requires the consent to such grant under) an applicable
contractual obligation or requirement of law or would give any other Person the
right to terminate its obligations with respect to such item of property unless
any necessary consent to the grant of such a security interest (in the
reasonable judgement of both the Company and the Agent) has been obtained.

      Section 2.02 Security Interest Absolute. All rights of the Agent and the
Secured Parties hereunder shall be absolute and unconditional irrespective of:

            (a)   any change in the time, manner or place of payment of, or in
any other term of, all of any of the Secured Obligations, or any other amendment
or waiver of or any consent to any departure from any Credit Document;

            (b)   any exchange, release or nonperfection of any other
collateral, or any release from, amendment to, waiver of or consent to departure
from any guaranty, for all or any of the Secured Obligations; or

            (c)   to the fullest extent permitted by applicable law, any other
circumstance which might otherwise constitute a defense available to, or a
discharge of, any Obligor as a third party pledgor.

      Section 2.03 Power of Attorney. Each Obligor hereby constitutes and
appoints the Agent as such Obligor's attorney-in-fact, at such Obligor's cost
and expense, to exercise, in the Agent's discretion after the occurrence and
during the continuance of an Event of Default, all or any of the following
powers, which, being coupled with an interest, shall be irrevocable until all of
the Secured Obligations have been paid in full and the Commitments have been
terminated and the Letters of Credit have expired or been terminated or cash
collaterized as contemplated by the Credit Agreement:

            (a)   to obtain and adjust insurance under insurance policies naming
such Obligor as an insured party;

            (b)   to receive, take, endorse, sign, assign, deliver and collect,
all in the Agent's name or such Obligor's name, any and all checks, notes,
drafts, and other documents or instruments relating to the Collateral;

            (c)   to ask, demand, collect, sue for, recover, compromise, receive
and give acquittance and receipts for moneys due and to become due under or in
connection with the Collateral;

            (d)   to receive, open and dispose of all mail addressed to such
Obligor with respect to the Collateral which comes into the possession of the
Agent and to notify postal authorities to change the address for delivery
thereof to such address as the Agent designates, with a copy of such notice to
such Obligor;

                                       6
<PAGE>

            (e)   to request from account obligors of such Obligor, in the
Obligor's name or the Agent's name or that of the Agent's designee, information
concerning the Receivables and the amounts owing thereon;

            (f)   to transmit to account obligors indebted on Receivables notice
of the Agent's interest therein;

            (g)   to notify account obligors indebted on Receivables to make
payment directly to the Agent; and

            (h)   to take or bring, in such Obligor's name or the Agent's name,
all steps, actions, suits or proceedings deemed by the Agent necessary or
desirable to enforce or effect collection of any of the Collateral or otherwise
to enforce compliance with the terms and conditions of any Contract or the
rights of the Agent with respect to any of the Collateral.

      Section 2.04 Obligors Remain Liable. Anything herein to the contrary
notwithstanding, (a) each Obligor shall remain liable to perform all of its
obligations under or with respect to the Collateral and to perform all duties
and obligations thereunder to the same extent as if this Security Agreement had
not been executed, (b) the exercise by the Agent of any of its rights hereunder
shall not release any Obligor from its duties or obligations under the Credit
Documents and (c) none of the Secured Parties shall have any obligation or
liability under the Credit Documents by reason of this Security Agreement, nor
shall the Agent or any Bank be obligated to perform any of the obligations or
duties of any Obligor thereunder or to take any action to collect or enforce any
claim for payment assigned hereunder.

                                   ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES

      Each Obligor represents and warrants as of the date hereof and as of the
date of each Loan or Letter of Credit that:

      Section 3.01 Security Documents. This Security Agreement, together with
(x) the filing of financing statements in the offices set forth on Schedule 3.01
with respect to the named Obligor, (y) the delivery to the Agent or a third
party custodian of any Collateral in which a security interest is perfected by
possession, and (z) when executed and delivered, the execution and delivery by
the Obligors of an Account Control Agreement with respect to Collateral
consisting of Investment Property and deposit accounts (as defined in the UCC)
which are maintained by a financial institution in the United States (or any
similar agreement with respect to Investment Property and deposit accounts
maintained by a financial institution outside of the United States, to the
extent required by local law), is sufficient to create in favor of the Agent for
the benefit of the Secured Parties, as security for the payment and performance
of the Secured Obligations, a valid and enforceable perfected security interest
in and on all of the Collateral, superior to and prior to all Liens other than
Permitted Liens, except as such enforceability may be limited by (i) applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws from
time to time in effect that affect creditors' rights generally or (ii) general
principles of equity (regardless of whether enforceability is considered in a
proceeding in equity or at law).

                                       7
<PAGE>

      Section 3.02 Ownership of Collateral; No Liens. Except as otherwise
permitted by the Credit Agreement, each Obligor has good and valid title to its
Collateral free and clear of any adverse claim, lien, security interest, option
or other charge or encumbrance except for Permitted Liens, and such Obligor has
full right, power and authority to assign and grant a security interest in its
Collateral to the Agent. Each Obligor shall defend the Collateral against all
Liens, other than Permitted Liens, and demands of all Persons (other than the
Agent and the Banks) at any time claiming the same or any interest therein.

      Section 3.03 No Required Consents. No authorization, consent, approval or
other action by, and no notice to or filing with, any Governmental Authority
(other than the filing of financing statements, and notices to be delivered
pursuant to the U.S. Assignment of Claims Act in respect of any pledge of a
Receivable for which the account obligor is the U.S. government or any
department or agency thereof) is required for (i) the due execution, delivery
and performance by each Obligor of this Security Agreement, (ii) the grant of
the security interests granted herein, (iii) the perfection of such security
interests, or (iv) the exercise by the Agent of its rights and remedies under
this Security Agreement. Each Obligor which has pledged its rights to payment
under a contract subject to the U.S. Assignment of Claims Act hereby consents to
the Agent's sending of any notices required to comply with the U.S. Assignment
of Claims Act in respect of the Agent's security interest in Receivables arising
under such contract.

      Section 3.04 No Filings By Third Parties. Except as set forth in Schedule
3.04, no financing statement or other public notice or recording covering the
Collateral is on file in any public office (other than any financing statement
or other public notice or recording naming Agent as the secured party therein or
which is to be released pursuant to relevant documentation delivered to the
Agent as of the date hereof), and, except as otherwise permitted by the Credit
Agreement, no Obligor will execute any financing statement or other public
notice or recording (other than any financing statement or other public notice
or recording naming Agent as the secured therein) so long as any of the Secured
Obligations are outstanding.

      Section 3.05 No Name Changes. Except as described in the last sentence of
this Section, each Obligor has not, during the preceding five years, entered
into any contract, agreement, security instrument or other document using a name
other than, or been known by or otherwise used any name other than the name
reflected on the signature pages to this Security Agreement. Each name reflected
on the signature pages to this Security Agreement is the exact legal name of
such Obligor under its jurisdiction of formation. MSI Energy Services Inc.
("MSI") was formed by amalgamation with Willbros Canada Acquisition Corporation,
and prior to April 1999, MSI was known as "Alberta Surface Systems Limited".

      Section 3.06 Location of Obligors; Agent and Collateral. Each Obligor's
registered office, principal place of business and its chief executive office is
located as the address set forth on Schedule 3.06(A) hereto. The originals of
all Contracts, Contract Documents and documents evidencing Receivables of each
Obligor, and the only original books of accounts and records concerning the
Collateral of such Obligor, are kept at such Obligor's chief executive office.
The equipment owned by each of the Obligors named on Schedule 3.06(B) is located
as indicated next to such Obligor's name on such Schedule, or as otherwise
notified to the Agent prior to any move of such equipment to any new location.
Except for the Obligors named on Schedule

                                       8
<PAGE>

3.06(B), no other Obligor is the owner of any equipment. The Agent's address is
set forth on Schedule 3.06(C).

      Section 3.07 Collateral. All statements or other information provided by
the Obligors to Agent with respect to the Collateral is correct and complete in
all material respects. The delivery at any time by any Obligor (whether nor or
hereafter party to the Credit Agreement) to Agent of additional Collateral or of
additional descriptions of Collateral shall constitute a representation and
warranty by such Obligor to Agent hereunder that the representations and
warranties of this Article 3 are correct insofar as they would pertain to such
Collateral or the descriptions thereof.

                                    ARTICLE 4
                            COVENANTS AND AGREEMENTS

      Each Obligor will at all times comply with the covenants and agreements
contained in this Article 4 until all of the Secured Obligations have been paid
in full and the Commitments have been terminated and the Letters of Credit shall
have expired or been terminated or cash collateralized as contemplated by the
Credit Agreement.

      Section 4.01 Change in Location of Collateral or Obligor's Name. Each
Obligor shall not establish a new location for its principal place of business
or chief executive office or change its name or carry on any business under any
name other than the name reflected on the signature pages to this Security
Agreement until such Obligor has given the Agent not less than thirty (30) days'
prior written notice of its intention to do so, clearly describing such new
location or specifying such new name, as the case may be, and providing such
other information in connection therewith as the Agent may reasonably request.

      Section 4.02 Financing Statements and Registrations. Each Obligor agrees
to sign and deliver to the Agent such financing statements or registrations, in
form suitable to reflect the security interests granted hereunder, as the Agent
reasonably determines are necessary or desirable to establish and maintain a
valid, enforceable, perfected security interest in the Collateral, all in
accordance with the laws which govern perfection of the security interests
hereunder. The Obligors will pay any applicable filing fees and related
expenses. Each Obligor authorizes the Agent to file in such jurisdictions as
determined by the Agent any such financing or continuation statements, and
amendments thereto, relating to all or any part of the Collateral without the
signature of such Obligor where permitted by applicable law. Upon the request of
any Obligor, the Agent shall promptly deliver, or cause to be delivered, to such
Obligor copies of any such statements or amendments.

      Section 4.03 Documents; Collateral in Possession of Third Parties. Each
Obligor shall deliver and pledge to the Agent any and all Investment Property,
Instruments, Documents, Contract Documents or other Collateral or documents
evidencing Collateral (in each case to the extent a security interest may be
perfected by possession), endorsed and/or accompanied by such instruments of
assignment and transfer and consents as the Agent may request, all in such form
and substance as the Agent may request in order to perfect the security
interests granted by this Security Agreement in any Collateral, at the expense
of the Obligors. If any Collateral is at any time in the possession or control
of any warehouseman, bailee, agent or independent contractor,

                                       9
<PAGE>

the Obligors shall notify such Person of the Agent's security interest in such
Collateral. Upon the Agent's request, the Obligors shall instruct any such
Person to hold all such Collateral for the Agent's account subject to an
Obligor's instructions, or, if an Event of Default shall have occurred, subject
to the Agent's instructions.

      Section 4.04 Control of U.S. Investment Property. Each Obligor shall take
any and all actions reasonably requested by the Agent to ensure that the Agent
has "control" (within the meaning of Section 8-106 of the UCC) of Collateral
constituting Investment Property and deposit accounts (as defined in the UCC)
located in the United States, including, but not limited to, the execution of an
Account Control Agreement.

      Section 4.05 Reimbursement of Expenses. Each Obligor hereby assumes all
liability for the Collateral, the security interests created hereunder and any
use, possession, maintenance, management, enforcement or collection of any or
all of the Collateral. Each Obligor agrees to indemnify and hold the Agent
harmless from and against and covenants to defend the Agent against any and all
losses, damages, claims, costs, penalties, liabilities and expenses, including,
without limitation, court costs and attorneys' fees, incurred because of,
incident to, or with respect to the Collateral (including, without limitation,
any use, possession, maintenance or management thereof, or any injuries to or
deaths of persons or damage to property), except where due to the gross
negligence or willful misconduct of the Agent. All amounts for which any Obligor
is liable pursuant to this Section 4.05 shall be due and payable by the Obligors
to the Agent upon demand. If the Obligors fail to make such payment upon demand
(or if demand is not made due to an injunction or stay arising from bankruptcy
or other proceedings) and the Agent pays such amount, the same shall be due and
payable by the Obligors to the Agent, plus interest thereon from the date of the
Agent's demand (or from the date of the Agent's payment if demand is not made
due to such proceedings) at the Default Rate.

      Section 4.06 Insurance Proceeds. In addition to the insurance requirements
set forth in the Credit Agreement, each policy for property damage insurance
maintained by any Obligor shall name the Agent for the benefit of the Secured
Parties as loss payee for all amounts payable by the insurer with respect to
property damage or losses of at least $1,000,000 per occurrence.

      Section 4.07 Taxes. Each Obligor will pay promptly when due all property
and other taxes, assessments and governmental charges or levies imposed upon,
and all claims (including without limitation, claims for labor, materials and
supplies) against such Obligor's Equipment and Inventory; provided, however,
that such Obligor shall not be required to pay or discharge any such tax,
assessment, charge or claim that is being contested in good faith and by proper
proceedings and as to which appropriate reserves are being maintained, unless
and until any Lien resulting therefrom attaches to such Obligor's property and
becomes enforceable against such Obligor's other creditors.

      Section 4.08 Further Assurances. Upon the request of the Agent, each
Obligor shall (at such Obligor's expense) execute and deliver all such
assignments, certificates, financing statements or other documents and give
further assurances and do all other acts and things as the Agent may reasonably
request to perfect the Agent's interest in the Collateral or to protect, enforce
or otherwise effect the Agent's rights and remedies hereunder, including without
limitation, obtaining any authorization, consent or approval of, or filing any
notice with, any

                                       10
<PAGE>

governmental authority or regulatory body of any jurisdiction as the Agent may
reasonably request (to the extent such actions are both cost-effective and
practical).

                                    ARTICLE 5
              SPECIAL PROVISIONS CONCERNING RECEIVABLES, CONTRACTS,
                            INSTRUMENTS AND ACCOUNTS

      Section 5.01 Maintenance of Records. Each Obligor will keep and maintain,
at its own cost and expense, satisfactory and complete records of its
Receivables, including but not limited to records of all payments received and
all credits granted thereon, and each Obligor will make the same available to
the Agent for inspection at any reasonable time after reasonable notice as the
Agent may reasonably request. If upon the occurrence and during the continuation
of an Event of Default, the Agent so directs, each Obligor shall, at its own
cost and expense, deliver all tangible evidence of its Receivables (including
without limitation all documents evidencing the Receivables) and books and
records that the Agent may reasonably request to the Agent or to its
representatives (copies of which evidence and books and records may be retained
by such Obligor) at such times as the Agent may reasonably request. If, upon the
occurrence and during the continuation of an Event of Default, the Agent
directs, each Obligor shall legend in form and substance reasonably satisfactory
to the Agent, the Receivables and Contracts and Contract Documents, as well as
books, records and documents of such Obligor evidencing or pertaining to the
Receivables, with an appropriate references to the fact that such items of
Collateral have been assigned to the Agent as security and that the Agent has a
security interest therein.

      Section 5.02 Payments Under Contracts and Receivables.

            (a)   Notice to Obligors under Contracts. Each Obligor further
agrees and confirms that, upon the occurrence and continuation of an Event of
Default and upon the request of the Agent, each Obligor will notify each party
to any Contracts of the assignment thereof to the Agent, instruct each of them
that all payments due or to become due and all amounts payable to such Obligor
under such Contracts shall, until the Secured Obligations are paid in full and
the Commitments have been terminated, be made to the Bank Accounts for
application in accordance with the Credit Agreement, and, if requested by the
Agent and reasonably feasible, obtain a written consent and acknowledgement from
them in form and substance reasonably acceptable to the Agent. Unless notified
to the contrary by the Agent, such Obligor shall, at its own cost and expense,
enforce collection of any amounts payable under the Contracts.

            (b)   Payments to Agent. Until the Secured Obligations are paid in
full and the Commitments have been terminated, if any Obligor shall receive
directly from any party to the Contracts or from any account debtor or other
obligor under any Receivable any payments under the Contracts or the
Receivables, such Obligor shall receive (and hereby acknowledges that it is
receiving) such payments in trust for the benefit of the Secured Parties, shall
segregate such payments from other funds of such Obligor, and shall forthwith
transmit and deliver such payments to the Agent for the benefit of the Secured
Parties in the same form as so received (with any necessary endorsement) for
application in accordance with the Credit Agreement.

            (c)   Direction to Account Parties, Contracting Parties, etc. The
Obligors agree that, upon the occurrence and during the continuation of an Event
of Default, each Obligor shall

                                       11
<PAGE>

be bound by any collection, compromise, forgiveness, extension or other action
taken by the Agent with respect to the Receivables and the Contracts. Upon the
occurrence and during the continuation of an Event of Default, without notice to
or assent from any Obligor, the Agent may apply any or all amounts then or
thereafter deposited with it in accordance with the provisions of the Credit
Agreement. The costs and expenses (including reasonable attorneys' fees) of
collection, whether incurred by an Obligor or the Agent, shall be borne by such
Obligor.

      Section 5.03 Cash Collateral Account.

            (a)   On the Closing Date, the Agent shall establish with CLNY an
account in New York (such account herein called the "Cash Collateral Account")
for the purposes described in the Credit Agreement.

            (b)   The Obligors shall have no right to withdraw or to cause CLNY
or the Agent to withdraw any funds deposited in, or transfer any financial
assets or security entitlements in, the Cash Collateral Account. CLNY recognizes
the Agent as the sole party entitled to give any instructions with respect to
the Cash Collateral Account and agrees to comply with the Agent's instructions
and entitlement orders. CLNY will not agree with any third party that CLNY will
comply with entitlement orders concerning the Cash Collateral Account originated
by such third party without the prior written consent of the Agent and the
Obligors. CLNY will treat all property held by it in the Cash Collateral Account
as financial assets under Article 8 of the UCC.

            (c)   At any time and from time to time, upon the Agent's request,
each Obligor promptly shall execute and deliver any and all such further
instruments and documents as may be necessary, appropriate or desirable in the
Agent's judgment to obtain the full benefits (including perfection and priority)
of the security interest created or intended to be created by this Security
Agreement and of the rights and powers granted in this Security Agreement and
the other Credit Documents. The Obligors shall not create or suffer to exist any
Lien on any amounts or investments held in the Cash Collateral Account other
than the Lien granted under this Security Agreement.

            (d)   The Agent shall (i) apply any funds in the Cash Collateral
Account to the payment of Secured Obligations as set forth in the Credit
Agreement and (ii) after the date on which the Commitments shall have
terminated, apply any such funds remaining in the Cash Collateral Account first,
to pay any unpaid Secured Obligations then outstanding and then, to refund any
remaining amount to the Obligors.

            (e)   Except as otherwise provided herein, the Company, no more than
once in any calendar month, may direct CLNY to invest the funds held in the Cash
Collateral Account (so long as the aggregate amount of such funds exceeds any
relevant minimum investment requirement as determined by the Agent) in one or
more types of Cash Equivalents in Dollars with maturities no longer than thirty
(30) days, pending application of such funds on account of Secured Obligations.
In the absence of any such direction from the Company, CLNY shall invest the
funds in securities issued or fully guaranteed by the U.S. Government. The
balance of the funds shall be invested in Eurodollar time deposits constituting
Cash Equivalents. CLNY shall neither accept nor comply with any entitlement
order from any Obligor withdrawing any

                                       12
<PAGE>

financial assets from the Cash Collateral Account nor deliver any such financial
assets to any Obligor nor pay any amounts owing from CLNY to any Obligor with
respect to the Cash Collateral Account without the specific prior written
consent of the Agent. CLNY will comply with entitlement orders originated by the
Agent concerning the Cash Collateral Account without further consent by any
Obligor and regardless of whether an Event of Default shall have occurred.

            (f)   At such time as the Agent delivers a written notice to CLNY
which states that an Event of Default has occurred and is continuing and that
the Agent is thereby exercising exclusive control over the Cash Collateral
Account (the "Notice of Exclusive Control"), CLNY will immediately cease
complying with instructions or entitlement orders concerning the Cash Collateral
Account originated by the Company or any of its representatives until such time
as CLNY receives written notice from the Agent that the right of the Company to
effect trades from the Cash Collateral Account have been reinstated by the
Agent. CLNY shall have no responsibility or liability to any Obligor for
complying with a Notice of Exclusive Control or complying with entitlement
orders concerning the Cash Collateral Account originated by the Agent. CLNY
shall have no duty to investigate or make any determination as to whether an
Event of Default exists and shall comply with a Notice of Exclusive Control even
if it believes that an Event of Default does not exist. Neither this Agreement
nor any other Credit Document imposes or creates any obligation or duty on CLNY
other than those expressly set forth herein.

            (g)   All investments of funds held in the Cash Collateral Account
shall be made in the Agent's name for the benefit of the Secured Parties. The
Obligors recognize that any losses or taxes with respect to such investments
shall be borne solely by the Obligors, and the Obligors agree to indemnify the
Agent, the Issuing Bank, and the Banks for, and hold each such Person harmless
from and against, any such losses or taxes other than losses arising from the
gross negligence or willful misconduct of the Agent. The Agent may liquidate any
investment held in the Cash Collateral Account in order to apply the proceeds of
such investment on account of Secured Obligations then due and payable without
regard to whether such investment has matured and without liability for any
penalties or other fees incurred (with respect to which each Obligor hereby
agrees to reimburse the Agent) as a result of such application. All items of
income, gain, expense and loss recognized in the Cash Collateral Account for
U.S. persons shall be reported to the Internal Revenue Service and all state and
local taxing authorities under the name and taxpayer identification number of
the appropriate Obligor.

            (h)   The Agent will advise the Company on a monthly basis of the
results of the investments of the funds held in the Cash Collateral Account
based on the daily activity thereof.

            (i)   The Obligors shall pay to CLNY the fees customarily charged by
CLNY with respect to the maintenance of accounts similar to the Cash Collateral
Account.

            (j)   This Agreement supplements any deposit agreement or similar
agreement which any one or more of the Obligors and CLNY have entered or may
enter into, notwithstanding any integration clause therein. In the event of a
conflict between this Agreement and any other agreement between an Obligor and
CLNY relating to the Cash Collateral Account, the terms of this Agreement will
prevail. Regardless of any provision in

                                       13
<PAGE>

such deposit or similar agreement, New York shall be deemed to be CLNY's
location for the purposes of this Agreement and the perfection and priority of
the Agent's security interest in the Cash Collateral Account. All matters
relating to the Cash Collateral Account shall be governed by the laws of the
State of New York.

      The rights and powers granted herein to the Agent have been granted in
order to perfect its security interests, are powers coupled with an interest,
and will neither be affected by the bankruptcy of any Obligor nor by the lapse
of time.

                                   ARTICLE 6
                       RIGHTS, DUTIES AND POWERS OF AGENT

      The following rights, duties and powers of the Agent are applicable
irrespective of whether an Event of Default has occurred and is continuing:

      Section 6.01 Cumulative and Other Rights. The rights, powers and remedies
of the Agent hereunder are in addition to every other right, power and remedy
given under any other Credit Document or now or hereafter existing at law or in
equity. The exercise by the Agent of any one or more of the rights, powers and
remedies herein shall not be construed as a waiver of any other rights, powers
and remedies, including, without limitation, any other rights of set-off.

      Section 6.02 Disclaimer of Certain Duties.

            (a)   The powers conferred upon the Agent by this Security Agreement
are to protect its interest in the Collateral and shall not impose any duty upon
the Agent to exercise any such powers. Each Obligor hereby agrees that the Agent
shall not be liable for, nor shall the indebtedness evidenced by the Secured
Obligations be diminished by, the Agent's delay or failure to collect upon,
foreclose, sell, take possession of or otherwise obtain value for the
Collateral.

            (b)   The Agent shall be under no duty whatsoever to make or give
any presentment, notice of dishonor, protest, demand for performance, notice of
non-performance, notice of intent to accelerate, notice of acceleration, or
other notice or demand in connection with any Collateral or the Secured
Obligations, or to take any steps necessary to preserve any rights against any
obligor or other Person. Each Obligor waives any right of marshaling in respect
of any and all Collateral, and waives any right to require the Agent to proceed
against any obligor or other Person, exhaust any Collateral or enforce any other
remedy which the Agent now has or may hereafter have against any obligor or
other Person.

      Section 6.03 Modification of Obligations; Other Security. Each Obligor
waives (i) any and all notice of acceptance, creation, modification,
rearrangement, renewal or extension for any period of any instrument executed by
any Obligor in connection with the Secured Obligations and (ii) any defense of
any Obligor by reason of disability, lack of authorization, cessation of the
liability of any Obligor or for any other reason. Each Obligor authorizes the
Agent, without notice or demand and without any reservation of rights against
such Obligor and without affecting such Obligor's liability hereunder or for the
Secured Obligations, from time to time to (x) take and hold other property,
other than the Collateral, as security for the Secured Obligations, and
exchange, enforce, waive and release any or all of the Collateral, (y) apply the

                                       14
<PAGE>

Collateral in the manner permitted by this Security Agreement, and (z) renew,
extend for any period, shorten the maturity, amend or modify, supplement,
enforce, compromise, settle, waive or release the obligations of any Obligor or
any instrument or agreement of such other Person with respect to any or all of
the Secured Obligations or Collateral.

      Section 6.04 Enforcement of Contract Rights. Upon the occurrence and
during the continuation of an Event of Default (but not prior to such time), the
Agent may enforce all remedies, rights, powers and privileges of an Obligor
under any or all of the Contracts and Contract Documents and/or substitute
itself or any nominee or trustee in lieu of an Obligor as party to any of the
Contracts and Contract Documents and may notify the obligated party of any
Contract Right (such Obligor hereby agreeing to deliver any such notice at the
request of the Agent) that all payments and performance by such obligated party
under the relevant Contract or Contract Document shall be made or rendered to
the Agent or such other Person as the Agent may designate in writing, with a
copy to such Obligor.

                                   ARTICLE 7
                                    REMEDIES

      Section 7.01 Remedies; Obtaining the Collateral Upon Default. Upon the
occurrence and during the continuation of an Event of Default, the Agent shall
have all rights and remedies of a secured party under the laws which govern the
creation, perfection or enforcement of the security interests hereunder to
enforce this Security Agreement and the security interests contained herein,
including, without limitation, the right to appoint by instrument in writing any
Person as a receiver or as a receiver and manager (collectively, the
"Receiver"). The Agent may from time to time, remove or replace a Receiver, or
make application to any court of competent jurisdiction for the appointment of a
Receiver. Any Receiver appointed by the Agent will (for purposes relating to the
responsibility for the Receiver's acts or omissions) be considered to be the
Obligor's agent. The Agent may from time to time fix the Receiver's remuneration
and the Obligor will pay to the Agent on demand the amount of such remuneration.
The Agent will not be liable to the Obligor or any other Person in connection
with appointing or not appointing a Receiver or in connection with a Receiver's
actions or omissions. Without limiting the generality of the foregoing, the
Agent may, upon the occurrence and during the continuation of an Event of
Default, in addition to its other rights and remedies hereunder or under
applicable law, may take any or all of the following actions to the extent
permitted by applicable law:

            (a)   personally, or by Receiver, trustees or attorneys, immediately
take possession of the Collateral or any part thereof, from an Obligor or any
other Person who then has possession of any part thereof with or without notice
or process of applicable law, and for that purpose may enter upon such Obligor's
premises where any of the Collateral is located and remove the same and use in
connection with such removal any and all services, supplies, aids and other
facilities of such Obligor;

            (b)   instruct the obligor or obligors on any agreement, instrument
or other obligation constituting the Collateral to make any payment required by
the terms of such instrument, agreement or obligation directly to the Agent or
Receiver;

                                       15
<PAGE>

            (c)   take possession of the Collateral or any part thereof, by
directing the Obligors in writing to deliver the Collateral to the Agent at any
place or places designated by the Agent, in which event each Obligor shall at
its own expense:

                        (i)   forthwith cause the same to be moved to the place
or places so designated by the Agent or Receiver and there be delivered to the
Agent or Receiver;

                        (ii)  store and keep any Collateral so delivered to the
Agent or Receiver at such place or places pending further action by the Agent or
Receiver as provided in Section 6.2;

                        (iii) while the Collateral shall be so stored and kept,
provide such guards and maintenance services as shall be necessary to protect
the same and to preserve and maintain them in good condition; and

                        (iv)  render any equipment unusable that may be included
in the Collateral, or, at the Agent's or Receiver's request, the Obligor will
render it unusable.

      To the extent permitted by applicable law, each Obligor's obligations to
deliver the Collateral is of the essence of this Security Agreement and,
accordingly, upon application to a court of equity having jurisdiction, the
Agent shall be entitled to obtain a decree requiring specific performance by any
Obligor of said obligations. In any event, each Obligor shall bear the risk of
accidental loss or damage to or diminution in value of the Collateral, and the
Agent shall have no liability whatsoever for failure to obtain or maintain
insurance, nor to determine whether any insurance ever in force is adequate as
to amount or as to risk insured.

      Section 7.02 Remedies; Disposition of Collateral. Any Collateral of which
the Agent or Receiver has taken possession under or pursuant to this Security
Agreement and any other Collateral, whether or not so possessed by the Agent or
Receiver, may, upon the occurrence and during the continuation of an Event of
Default, to the extent permitted by applicable law, be sold or leased, in one or
more sales or leases and in one or more parcels, or otherwise disposed of in any
other commercially reasonable manner as the Agent or Receiver may elect, in a
public or private transaction, at any location as deemed reasonable by the Agent
or Receiver (including, without limitation, any Obligor's premises), either for
cash or credit or for future delivery at such price as the Agent or Receiver may
deem fair, and (unless prohibited by the UCC, as adopted in any applicable
jurisdiction, or by any similar Canadian legislation as may be applicable,
including the Personal Property Security Act (Alberta) and the Civil Enforcement
Act (Alberta)) the Agent or Receiver may be the purchaser of any or all
Collateral so sold and may apply upon the purchase price therefore any Secured
Obligations secured hereby. Any such sale or transfer by the Agent or Receiver
either to itself or to any other Person shall be absolutely free from any claim
of right by any Obligor, including any equity or right of redemption, stay or
appraisal which any Obligor has or may have under any rule of law, regulation or
statute now existing or hereafter adopted. Upon any such sale or transfer, the
Agent or Receiver shall have the right to deliver, assign and transfer to the
purchaser or transferee thereof the Collateral so sold or transferred. It shall
not be necessary that the Collateral or any part thereof be present at the
location of any such sale or transfer. The Agent or Receiver may, at its
discretion, provide for a public sale, and any such public sale shall be held at
such time or times within ordinary business

                                       16
<PAGE>

hours and at such place or places as the Agent or Receiver may fix in the notice
of such sale. The Agent or Receiver shall not be obligated to make any sale
pursuant to any such notice. The Agent or Receiver may, without notice or
publication, adjourn any public or private sale by announcement at any time and
place fixed for such sale, and such sale may be made at any time or place to
which the same may be so adjourned. In the event any sale or transfer hereunder
is not completed or is defective in the opinion of the Agent or Receiver, such
sale or transfer shall not exhaust the rights of the Agent or Receiver
hereunder, and the Agent or Receiver shall have the right to cause one or more
subsequent sales or transfers to be made hereunder. In the event that any of the
Collateral is sold or transferred on credit, or is to be held by the Agent or
Receiver for future delivery to a purchaser or transferee, the Collateral so
sold or transferred may be retained by the Agent or Receiver until the purchase
price or other consideration is paid by the purchaser or transferee thereof, but
in the event that such purchaser or transferee fails to pay for the Collateral
so sold or transferred or to take delivery thereof, the Agent or Receiver shall
incur no liability in connection therewith. If only part of the Collateral is
sold or transferred such that the Secured Obligations remain outstanding (in
whole or in part), the Agent's or Receiver's rights and remedies hereunder, as
applicable, shall not be exhausted, waived or modified, and the Agent or
Receiver, as applicable, is specifically empowered to make one or more
successive sales or transfers until all the Collateral shall be sold or
transferred and all the Secured Obligations are paid. In the event that the
Agent or Receiver, as applicable, elects not to sell the Collateral, the Agent
or Receiver, as applicable, retains its rights to lease or otherwise dispose of
or utilize the Collateral or any part or parts thereof in any manner authorized
or permitted by law or in equity, and to apply the proceeds of the same towards
payment of the Secured Obligations. Each and every method of disposition of the
Collateral described in this subsection shall constitute disposition in a
commercially reasonable manner.

      Section 7.03 Liability for Deficiency. If any sale or other disposition of
Collateral by the Agent or any other action of the Agent hereunder results in
reduction of the Secured Obligations, such action will not release any Obligor
from its liability to the Secured Parties for any unpaid Secured Obligations,
including costs, charges and expenses incurred in the liquidation of Collateral,
together with interest thereon, and the same shall be immediately due and
payable to the Agent at the Agent's address set forth in the opening paragraph
hereof.

      Section 7.04 Reasonable Notice. If any applicable provision of any law
requires the Agent to give reasonable notice of any sale or disposition or other
action, each Obligor hereby agrees that ten (10) days' prior written notice
shall constitute reasonable notice thereof. Such notice, in the case of public
sale, shall state the time and place fixed for such sale and, in the case of
private sale, the time after which such sale is to be made.

      Section 7.05 Non-judicial Enforcement. The Agent may enforce its rights
hereunder without prior judicial process or judicial hearing, and to the extent
permitted by law each Obligor expressly waives any and all legal rights which
might otherwise require the Agent to enforce its rights by judicial process.

                                       17
<PAGE>

                                   ARTICLE 8
                            MISCELLANEOUS PROVISIONS

      Section 8.01 Notices. Any notice required or permitted to be given under
or in connection with this Security Agreement shall be given in accordance with
Section 13.2 of the Credit Agreement.

      Section 8.02 Amendments and Waivers. The Agent's acceptance of partial or
delinquent payments or any forbearance, failure or delay by the Agent in
exercising any right, power or remedy hereunder shall not be deemed a waiver of
any obligation of any Obligor, or of any right, power or remedy of the Agent;
and no partial exercise of any right, power or remedy shall preclude any other
or further exercise thereof. The Agent may remedy any Event of Default hereunder
or in connection with the Secured Obligations without waiving the Event of
Default so remedied. Each Obligor hereby agrees that if the Agent agrees to a
waiver of any provision hereunder, or an exchange of or release of the
Collateral, or the addition or release of any Obligor or other Person, any such
action shall not constitute a waiver of any of the Agent's other rights or of
such Obligor's obligations hereunder. This Security Agreement may be amended
only by an instrument in writing executed jointly by each Obligor and the Agent
and may be supplemented only by documents delivered or to be delivered in
accordance with the express terms hereof.

      Section 8.03 Successors and Assigns. This Security Agreement shall be
binding upon and inure to the benefit of the Obligors, the Agent and the Secured
Parties and their respective successors and assigns.

      Section 8.04 Survival. All agreements, statements, representations and
warranties made by each Obligor herein or in any certificate or other instrument
delivered by any Obligor or on its behalf under this Security Agreement shall be
considered to have been relied upon by the Agent and the Secured Parties and
shall survive the execution and delivery of this Security Agreement and the
other Credit Documents regardless of any investigation made by the Agent or any
Secured Party or on their behalf.

      Section 8.05 Headings Descriptive. The headings of the various Articles,
sections and paragraphs of this Security Agreement are for convenience of
reference only, do not constitute a part hereof and shall not affect the meaning
or construction of any provision hereof.

      Section 8.06 Severability. Any provision hereof 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 hereof and without affecting the validity or enforceability
of any provision in any other jurisdiction.

      Section 8.07 Jurisdiction and Enforcement.

            (a)   This Security Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

            (b)   Section 13.14 of the Credit Agreement shall apply to this
Security Agreement.

                                       18
<PAGE>

      Section 8.08 Redelivery of Collateral. Any Collateral that is sold,
transferred or otherwise disposed of in accordance with Section 9.2 of the
Credit Agreement shall automatically be released from the Lien of this Security
Agreement without delivery of any instrument or performance of any further act
by any Person, and upon any such release, the Agent will, at the Obligors' sole
expense, execute and deliver to the applicable Obligors such documents as such
Obligor shall reasonably request to evidence such release. If any sale or
transfer of Collateral by the Agent results in full satisfaction of the Secured
Obligations, and after such sale or transfer and discharge there remains a
surplus of proceeds, the Agent will deliver to the Obligors such excess proceeds
in a commercially reasonable time; provided, however, that the Agent shall not
be liable for any interest, cost or expense in connection with any delay in
delivering such proceeds to the Obligors.

      Section 8.09 Continuing Security Agreement.

            (a)   Except as may be expressly applicable pursuant to Section
9-505 of the UCC, no action taken or omission to act by the Agent hereunder,
including, without limitation, any action taken or inaction pursuant to Section
6.02, shall be deemed to constitute a retention of the Collateral in
satisfaction of the Secured Obligations or otherwise to be in full satisfaction
of the Secured Obligations, and the Secured Obligations shall remain in full
force and effect, until the Agent shall have applied payments (including,
without limitation, collections from Collateral) towards the Secured Obligations
in the full amount then outstanding or until such subsequent time as is
hereinafter provided in subsection (b) below.

            (b)   To the extent that any payments on the Secured Obligations or
proceeds of the Collateral are subsequently invalidated, declared to be
fraudulent or preferential, set aside or required to be repaid to a trustee,
debtor in possession, receiver or other Person under any bankruptcy law, common
law or equitable cause, then to such extent the Secured Obligations so satisfied
shall be revived and continue as if such payment or proceeds had not been
received by the Agent, and the Agent's security interests, rights, powers and
remedies hereunder shall continue in full force and effect. In such event, this
Security Agreement shall be automatically reinstated if it shall theretofore
have been terminated pursuant to Section 8.11.

      Section 8.10 Agent May Perform. If any Obligor fails to perform any
agreement contained herein, the Agent may itself perform, or cause the
performance of, such agreement, and the expenses of the Agent incurred in
connection therewith shall be payable by the Obligors.

      Section 8.11 Termination. The grant of a security interest hereunder and
all of the Agent's rights, powers and remedies in connection therewith shall
remain in full force and effect until all Secured Obligations have been
satisfied or irrevocably paid in full and the Commitments have expired or are
terminated and all Letters of Credit have expired or terminated. Upon the
complete payment of the Secured Obligations (other than any indemnity which is
not yet due and payable) and the compliance by the Obligors with all covenants
and agreements hereof, the Agent, at the written request and expense of the
Obligors, will release, reassign and transfer the Collateral to the respective
Obligor (without recourse and without any representation or warranty of any
kind) such of the Collateral of such Obligor as may be in possession of the
Agent and has not theretofore been sold or otherwise applied or released
pursuant to this Security Agreement, and shall take such other action as any
Obligor may reasonably request to effectuate the

                                       19
<PAGE>

foregoing. Notwithstanding the foregoing, the reimbursement and indemnification
provisions of Sections 4.05 and the provisions of Section 8.13 shall survive the
termination of this Security Agreement.

      Section 8.12 Counterparts; Effectiveness. This Security Agreement may be
executed in two or more counterparts. Each counterpart is deemed an original,
but all such counterparts taken together constitute one and the same instrument.
This Security Agreement becomes effective upon the execution hereof by the
Obligors and delivery of the same to the Agent, and it is not necessary for the
Agent to execute any acceptance hereof or otherwise signify or express its
acceptance hereof.

      Section 8.13 Indemnity. The Obligors shall pay on demand to the Agent the
amount of any and all reasonably expenses, including without limitation the
reasonably fees and expenses of its counsel and of any experts and agents, that
the Agent may incur in connection with (i) the administration of this Security
Agreement, (ii) the custody, preservation, use or operation of, or the sale of,
collection from or other realization upon, any of the Collateral, (iii) the
exercise or enforcement of any of the rights of the Agent hereunder or (iv) the
failure by any Obligor to perform or observe any of the provisions hereof.

      Section 8.14 New Obligors. Each of the parties hereto acknowledges and
agrees that any Designated Subsidiary which executes an Election to Participate
after the date of this Security Agreement shall automatically, and without
further action hereunder by any party hereto, become an Obligor hereunder and
under the Credit Agreement for all purposes.

      Section 8.15 Certain Panama Procedures. Each Obligor hereby appoints and
empowers Arias, Fabrega & Fabrega, attorneys at law with offices in the City of
Panama, Republic of Panama, and each of the said firm's partners, to appear
before a notary public in the City of Panama, Republic of Panama, and in the
name and on behalf of the Obligors to request that the notary file a copy of
this Security Agreement in the notary's protocol and to subsequently file a copy
of the corresponding notarial deed at the Public Registry Office in order to
create a general pledge on or in respect of each Panamanian Obligor's assets
located outside of the Republic of Panama, in accordance with Article 829A of
the Commercial Code of the Republic of Panama, and to take all further steps as
shall be necessary from time to time to perfect the security interest on or in
respect of such assets, including, at the request of the Agent, adding or
deleting Obligors and any amendments that may be agreed upon by the Obligors and
the Agent.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       20
<PAGE>

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

                                CREDIT LYONNAIS NEW YORK BRANCH,
                                Individually and as Agent for the benefit of the
                                Secured Parties

                                By:_____________________________________________
                                Name:___________________________________________
                                Title:__________________________________________

      The undersigned, ______________________, Notary Public, duly admitted and
      sworn, practicing in the State of New York of the United States of
      America, does hereby CERTIFY that _____________________ has signed this
      Security Agreement and his/her signature is true and authentic and that
      pursuant to sufficient evidence submitted before me __________________ was
      duly authorized to executed the said Security Agreement on behalf of
      Credit Lyonnais New York Branch.

                                _____________________________________________
                                       My commission expires:

                     [SIGNATURE PAGE TO SECURITY AGREEMENT]

<PAGE>

                                OBLIGORS:

                                WILLBROS GROUP, INC.

                                By:_____________________________________________
                                Name:___________________________________________
                                Title:__________________________________________

      The undersigned, ______________________, Notary Public, duly admitted and
      sworn, practicing in the State of Texas of the United States of America,
      does hereby CERTIFY that _____________________ has signed this Security
      Agreement and his/her signature is true and authentic and that pursuant to
      sufficient evidence submitted before me __________________ was duly
      authorized to executed the said Security Agreement on behalf of Willbros
      Group, Inc.

                                _________________________________________
                                My commission expires:

                                WILLBROS U.S.A., INC.

                                By:_____________________________________________
                                Name:___________________________________________
                                Title:__________________________________________

      The undersigned, ______________________, Notary Public, duly admitted and
      sworn, practicing in the State of Texas of the United States of America,
      does hereby CERTIFY that _____________________ has signed this Security
      Agreement and his/her signature is true and authentic and that pursuant to
      sufficient evidence submitted before me __________________ was duly
      authorized to executed the said Security Agreement on behalf of Willbros
      U.S.A., Inc.

                                ________________________________________________
                                My commission expires:

                     [SIGNATURE PAGE TO SECURITY AGREEMENT]

<PAGE>

                                WILLBROS INTERNATIONAL, INC.

                                By:_____________________________________________
                                Name:___________________________________________
                                Title:__________________________________________

      The undersigned, ______________________, Notary Public, duly admitted and
      sworn, practicing in the State of Texas of the United States of America,
      does hereby CERTIFY that _____________________ has signed this Security
      Agreement and his/her signature is true and authentic and that pursuant to
      sufficient evidence submitted before me __________________ was duly
      authorized to executed the said Security Agreement on behalf of Willbros
      International, Inc.

                                ________________________________________________
                                My commission expires:

                                WILLBROS WEST AFRICA, INC.

                                By:_____________________________________________
                                Name:___________________________________________
                                Title:__________________________________________

      The undersigned, ______________________, Notary Public, duly admitted and
      sworn, practicing in the State of Texas of the United States of America,
      does hereby CERTIFY that _____________________ has signed this Security
      Agreement and his/her signature is true and authentic and that pursuant to
      sufficient evidence submitted before me __________________ was duly
      authorized to executed the said Security Agreement on behalf of Willbros
      West Africa, Inc.

                                ________________________________________________
                                My commission expires:

                     [SIGNATURE PAGE TO SECURITY AGREEMENT]

<PAGE>

                                MSI ENERGY SERVICES INC.

                                By:_____________________________________________
                                Name:___________________________________________
                                Title:__________________________________________

      The undersigned, ______________________, Notary Public, duly admitted and
      sworn, practicing in the State of Texas of the United States of America,
      does hereby CERTIFY that _____________________ has signed this Security
      Agreement and his/her signature is true and authentic and that pursuant to
      sufficient evidence submitted before me __________________ was duly
      authorized to executed the said Security Agreement on behalf of MSI Energy
      Services Inc.

                                ________________________________________________
                                My commission expires:

                                WILLBROS (NIGERIA) LIMITED

                                By:_____________________________________________
                                Name:___________________________________________
                                Title:__________________________________________

      The undersigned, ______________________, Notary Public, duly admitted and
      sworn, practicing in the State of Texas of the United States of America,
      does hereby CERTIFY that _____________________ has signed this Security
      Agreement and his/her signature is true and authentic and that pursuant to
      sufficient evidence submitted before me __________________ was duly
      authorized to executed the said Security Agreement on behalf of Willbros
      (Nigeria) Limited.

                                ________________________________________________
                                My commission expires:

                     [SIGNATURE PAGE TO SECURITY AGREEMENT]

<PAGE>

                                WILLBROS (OFFSHORE) NIGERIA LIMITED

                                By:_____________________________________________
                                Name:___________________________________________
                                Title:__________________________________________

      The undersigned, ______________________, Notary Public, duly admitted and
      sworn, practicing in the State of Texas of the United States of America,
      does hereby CERTIFY that _____________________ has signed this Security
      Agreement and his/her signature is true and authentic and that pursuant to
      sufficient evidence submitted before me __________________ was duly
      authorized to executed the said Security Agreement on behalf of Willbros
      (Offshore) Nigeria Limited.

                                ________________________________________________
                                My commission expires:

                                ROGERS & PHILLIPS, INC.

                                By:_____________________________________________
                                Name:___________________________________________
                                Title:__________________________________________

      The undersigned, ______________________, Notary Public, duly admitted and
      sworn, practicing in the State of Texas of the United States of America,
      does hereby CERTIFY that _____________________ has signed this Security
      Agreement and his/her signature is true and authentic and that pursuant to
      sufficient evidence submitted before me __________________ was duly
      authorized to executed the said Security Agreement on behalf of Rogers &
      Phillips, Inc.

                                ________________________________________________
                                My commission expires:

                     [SIGNATURE PAGE TO SECURITY AGREEMENT]

<PAGE>

                                CONSTRUCTORA CAMSA, C.A.

                                By:_____________________________________________
                                Name:___________________________________________
                                Title:__________________________________________

      The undersigned, ______________________, Notary Public, duly admitted and
      sworn, practicing in the State of Texas of the United States of America,
      does hereby CERTIFY that _____________________ has signed this Security
      Agreement and his/her signature is true and authentic and that pursuant to
      sufficient evidence submitted before me __________________ was duly
      authorized to executed the said Security Agreement on behalf of
      Constructora CAMSA, C.A.

                                ________________________________________________
                                My commission expires:

                                WILLBROS OPERATING SERVICES, INC.

                                By:_____________________________________________
                                Name:___________________________________________
                                Title:__________________________________________

      The undersigned, ______________________, Notary Public, duly admitted and
      sworn, practicing in the State of Texas of the United States of America,
      does hereby CERTIFY that _____________________ has signed this Security
      Agreement and his/her signature is true and authentic and that pursuant to
      sufficient evidence submitted before me __________________ was duly
      authorized to executed the said Security Agreement on behalf of Willbros
      Operating Services, Inc.

                                ________________________________________________
                                My commission expires:

                     [SIGNATURE PAGE TO SECURITY AGREEMENT]

<PAGE>

                                WILLBROS ENERGY SERVICES COMPANY

                                By:____________________________________________
                                Name:__________________________________________
                                Title:_________________________________________

      The undersigned, ______________________, Notary Public, duly admitted and
      sworn, practicing in the State of Texas of the United States of America,
      does hereby CERTIFY that _____________________ has signed this Security
      Agreement and his/her signature is true and authentic and that pursuant to
      sufficient evidence submitted before me __________________ was duly
      authorized to executed the said Security Agreement on behalf of Willbros
      Energy Services Company.

                                _______________________________________________
                                My commission expires:

                                WILLBROS MARINE ASSETS, INC.

                                By:____________________________________________
                                Name:__________________________________________
                                Title:_________________________________________

      The undersigned, ______________________, Notary Public, duly admitted and
      sworn, practicing in the State of Texas of the United States of America,
      does hereby CERTIFY that _____________________ has signed this Security
      Agreement and his/her signature is true and authentic and that pursuant to
      sufficient evidence submitted before me __________________ was duly
      authorized to executed the said Security Agreement on behalf of Willbros
      Marine Assets, Inc.

                                _______________________________________________
                                My commission expires:

                     [SIGNATURE PAGE TO SECURITY AGREEMENT]

<PAGE>

                                INTERNATIONAL PIPELINE EQUIPMENT, INC.

                                By:____________________________________________
                                Name:__________________________________________
                                Title:_________________________________________

      The undersigned, ______________________, Notary Public, duly admitted and
      sworn, practicing in the State of Texas of the United States of America,
      does hereby CERTIFY that _____________________ has signed this Security
      Agreement and his/her signature is true and authentic and that pursuant to
      sufficient evidence submitted before me __________________ was duly
      authorized to executed the said Security Agreement on behalf of
      International Pipeline Equipment, Inc.

                                _______________________________________________
                                My commission expires:

                                WILLBROS TRANSANDINA S.A.

                                By:____________________________________________
                                Name:__________________________________________
                                Title:_________________________________________

      The undersigned, ______________________, Notary Public, duly admitted and
      sworn, practicing in the State of Texas of the United States of America,
      does hereby CERTIFY that _____________________ has signed this Security
      Agreement and his/her signature is true and authentic and that pursuant to
      sufficient evidence submitted before me __________________ was duly
      authorized to executed the said Security Agreement on behalf of Willbros
      Transandina, S.A.

                                ________________________________________________
                                My commission expires:

                     [SIGNATURE PAGE TO SECURITY AGREEMENT]

<PAGE>

                                WILLBROS ENGINEERS, INC.

                                By:____________________________________________
                                Name:__________________________________________
                                Title:_________________________________________

      The undersigned, ______________________, Notary Public, duly admitted and
      sworn, practicing in the State of Texas of the United States of America,
      does hereby CERTIFY that _____________________ has signed this Security
      Agreement and his/her signature is true and authentic and that pursuant to
      sufficient evidence submitted before me __________________ was duly
      authorized to executed the said Security Agreement on behalf of Willbros
      Engineers, Inc.

                                _______________________________________________
                                My commission expires:

                                ESCA EQUIPMENT SERVICE C.A.

                                By:____________________________________________
                                Name:__________________________________________
                                Title:_________________________________________

      The undersigned, ______________________, Notary Public, duly admitted and
      sworn, practicing in the State of Texas of the United States of America,
      does hereby CERTIFY that _____________________ has signed this Security
      Agreement and his/her signature is true and authentic and that pursuant to
      sufficient evidence submitted before me __________________ was duly
      authorized to executed the said Security Agreement on behalf of ESCA
      Equipment Service C.A.

                                _______________________________________________
                                My commission expires:

                     [SIGNATURE PAGE TO SECURITY AGREEMENT]

<PAGE>

                                WILLBROS CONSTRUCTORS, INC.

                                By:___________________________________________
                                Name:_________________________________________
                                Title:________________________________________

      The undersigned, ______________________, Notary Public, duly admitted and
      sworn, practicing in the State of Texas of the United States of America,
      does hereby CERTIFY that _____________________ has signed this Security
      Agreement and his/her signature is true and authentic and that pursuant to
      sufficient evidence submitted before me __________________ was duly
      authorized to executed the said Security Agreement on behalf of Willbros
      Constructors, Inc.

                                _______________________________________________
                                My commission expires:

                                WILLBROS MIDDLE EAST, INC.

                                By:____________________________________________
                                Name:__________________________________________
                                Title:_________________________________________

         The undersigned, ______________________, Notary Public, duly admitted
         and sworn, practicing in the State of Texas of the United States of
         America, does hereby CERTIFY that _____________________ has signed this
         Security Agreement and his/her signature is true and authentic and that
         pursuant to sufficient evidence submitted before me __________________
         was duly authorized to executed the said Security Agreement on behalf
         of Willbros Middle East, Inc.

                                _______________________________________________
                                My commission expires:

                     [SIGNATURE PAGE TO SECURITY AGREEMENT]
<PAGE>

                                    EXHIBIT N

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

      This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") dated as of
[_______, ____], is made between __________________________ (the "Assignor") and
_____________________________ (the "Assignee").

                                    RECITALS

      WHEREAS, Willbros Group, Inc. and the Designated Subsidiaries from time to
time (collectively, the "Obligors"), together with certain financial
institutions from time to time (collectively, including the Assignor, the
"Banks"), Credit Lyonnais New York Branch, as a Bank, as Issuing Bank, as
administrative agent for the Banks (in such capacity, the "Agent"), and as Lead
Arranger and Book Runner, and CIBC Inc., as Syndication Agent, are parties to
that certain Amended and Restated Credit Agreement, dated as of March 12, 2004,
which amends and restates the Credit Agreement dated as of June 14, 2002 (as
further amended, modified, supplemented or restated, the "Credit Agreement");
unless otherwise specified herein, any term defined in the Credit Agreement and
used herein shall have the meaning ascribed to it in the Credit Agreement;

      WHEREAS, as provided under the Credit Agreement, the Assignor has a
Commitment pursuant to which it is required to make Loans to, and to [issue and]
participate in Letters of Credit issued for the account of the Borrowers;

      WHEREAS, [the Assignor has made Loans and [issued and] participated in
Letters of Credit in the aggregate principal and face amount currently
outstanding of _______________________________ United States Dollars (U.S.
$_________________) to the Borrowers] [no Loans or Letters of Credit are
outstanding under the Credit Agreement as of the date hereof]; and

      WHEREAS, the Assignor wishes to assign to the Assignee [all/part] of the
rights and obligations of the Assignor under the Credit Documents, on and
subject to the terms and conditions described in this Agreement, inclusive of
all schedules and exhibits hereto, and the Assignee wishes to accept assignment
of such rights and to assume such obligations from the Assignor on such terms
and subject to such conditions;

      NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are acknowledged by and as to each party, the
parties hereto agree as follows:

            (ii) Assignment and Assumption.

                  a.    The Assignor represents and warrants that immediately
                        prior to the Assignment Effective Date (as defined in
                        Section 5 below), its Commitment is $_________, its
                        Percentage Share of the Total Commitment under the
                        Credit Agreement is __________ percent (____%), and the
                        current Total Commitment is $______. On the terms

<PAGE>

                        and conditions set forth herein, as of the Assignment
                        Effective Date, the Assignor hereby sells and assigns to
                        the Assignee, and the Assignee hereby purchases and
                        assumes from the Assignor, ____________ percent (_____%)
                        of all of the Assignor's rights and obligations then
                        existing under or arising pursuant to the Credit
                        Agreement and the other Credit Documents (the "Assigned
                        Rights ---------------- and Liabilities"). The Loans
                        outstanding as of the date hereof are as described on
                        Schedule I --------------- hereto. On the Assignment
                        Effective Date, [the Assignor shall have a Commitment of
                        $_________, and be deemed to have all rights and
                        obligations incident upon a Bank having a
                        _______________ (____%) Percentage Share of the Total
                        Commitment, and] the Assignee shall have a Commitment of
                        $___________, and be deemed to have all, rights and
                        obligations incident upon a Bank having a
                        _______________ (____%) Percentage Share of the Total
                        Commitment. The assignment set forth in this Section
                        1(a) shall be without recourse to, or representation or
                        warranty (except as expressly provided in this
                        Agreement) by, the Assignor.

                  b.    With effect on and after the Assignment Effective Date,
                        the Assignee shall be a party to the Credit Agreement,
                        shall succeed to the Assigned Rights and Liabilities,
                        shall be obligated to perform all of the obligations of
                        a Bank under the Credit Documents (including, without
                        limitation, the requirements concerning confidentiality)
                        with respect thereto. The Assignee agrees that it will
                        perform in accordance with their terms all of the
                        obligations which by the terms of the Credit Documents
                        are required to be performed by it as a Bank. It is the
                        intent of the parties to this Agreement that the
                        Percentage Share of the Assignor shall, as of the
                        Assignment Effective Date, be reduced by an amount equal
                        to the assigned amount and that, to the extent such
                        rights and obligations have been assumed by the
                        Assignee, the Assignor shall relinquish its rights and
                        be released from its obligations under the Credit
                        Agreement and the other Credit Documents.

            (iii) Payments.

                  a.    As consideration for the sale, assignment and transfer
                        contemplated in Section 1, the Assignee shall pay to the
                        Assignor --------- on the Assignment Effective Date in
                        immediately available funds an amount equal to the Loans
                        previously made, and currently owned, by the Assignor
                        with respect to the Borrowers under the Credit Agreement
                        and outstanding on the Assignment Effective Date. The
                        Loans outstanding and payable to the Assignor as of the
                        date of this Agreement, and the Assignor's Letter of
                        Credit Interests are as described on Schedule I hereto,
                        and the Assignor agrees to notify the Assignee of any
                        new Loans or Letter of Credit Interests arising after to
                        the date hereof and prior to the Assignment Effective
                        Date.

                                       2

<PAGE>

                  b.    The [Assignor] [Assignee] further agrees to pay to the
                        Agent a processing or transfer fee in the amount of
                        U.S.$3,500.00.

                  c.    To the extent payment to be made by the Assignee
                        pursuant to Section 2(a) is not made when due, the
                        Assignor shall be entitled to recover such unpaid
                        amounts, together with interest thereon at the Federal
                        Funds Rate per annum accruing from the date such amounts
                        were due.

            (iv)  Reallocation of Payments. Any interest, commissions, fees and
                  similar payments accrued prior to the Assignment Effective
                  Date with respect to the Assignor's Loans, Letter of Credit
                  Interests and Commitment shall be for the account of the
                  Assignor. Any interest, commissions, fees and similar payments
                  accrued on and after the Assignment Effective Date with
                  respect to the Assigned Rights and Liabilities shall be for
                  the account of the Assignee. Each of the Assignor and the
                  Assignee agrees that it will hold in trust for the other party
                  any interest, commissions, fees and other amounts which it may
                  receive to which the other party is entitled pursuant to the
                  preceding two sentences and shall pay to the other party,
                  promptly upon receipt, any such amounts which it may receive.
                  The Assignor's and the Assignee's obligations to make the
                  payments referred to in this Section 3 are non-assignable.

            (v)   Independent Credit Decision. The Assignee: (a) acknowledges
                  that it has received a copy of the Credit Agreement, together
                  with copies of the financial statements referred to in Section
                  7.1 thereof, and such other documents and information as it
                  has deemed appropriate to make its own credit and legal
                  analysis and decision to enter into this Agreement; and (b)
                  agrees that it will, independently and without reliance upon
                  the Assignor, the Agent or any other Bank, and based on such
                  documents and information as it shall deem appropriate at the
                  time, continue to make its own credit and legal decisions in
                  taking or not taking action under the Credit Agreement and the
                  other Credit Documents.

            (vi)  Effective Date; Notices.

                  a.    If the following conditions precedent have been
                        satisfied prior to such date, this Agreement shall be
                        effective on ______________, _____ (the "Assignment
                        Effective Date"):

                        i.    this Agreement shall be executed and delivered by
                              the Assignor and the Assignee;

                        ii.   the Assignor and the Assignee shall have given
                              five (5) Business Days advance written notice to
                              the Agent and the Banks in the form set forth on
                              Schedule II hereto;

                        iii.  any consent of the Company, the Agent and the
                              Issuing Bank required for an effective assignment
                              of the Assigned Rights

                                       3

<PAGE>

                              and Liabilities by the Assignor to the Assignee
                              shall have been duly obtained and shall be in full
                              force and effect as of the Assignment Effective
                              Date;

                        iv.   the Assignee shall pay to the Assignor all amounts
                              due to the Assignor under this Agreement; and

                        v.    the processing or transfer fee referred to both in
                              Section 2(b) of this Agreement and in Section
                              13.7(a) of the Credit Agreement shall have been
                              paid to the Agent.

                  b.    Promptly following the execution of this Agreement, the
                        Assignor shall deliver to the Agent for acceptance and
                        recording by the Agent the notices, agreements or other
                        documents as may be required under the Credit Agreement
                        and the other Credit Documents in form and substance
                        satisfactory to the Agent.

            (vii) Withholding Tax. The Assignee agrees to comply with Section
                  5.8 of the Credit Agreement as if the date of this Agreement
                  were the Closing Date of the Credit Agreement.

            (viii) Representations and Warranties.

                  a.    The Assignor represents and warrants that (i) it is the
                        legal and beneficial owner of the interest being
                        assigned by it hereunder and that such interest is free
                        and clear of any lien, security interest or other
                        adverse claim; (ii) it is duly organized and existing
                        and it has the full power and authority to take, and has
                        taken, all action necessary to execute and deliver this
                        Agreement and any other documents required or permitted
                        to be executed or delivered by it in connection with
                        this Agreement and to fulfill its obligations hereunder;
                        (iii) no notices to, or consents, authorizations or
                        approvals of, any person are required (other than any
                        already given or obtained) for its due execution,
                        delivery and performance of this Agreement and, apart
                        from any agreements, undertakings or filings required by
                        the Credit Agreement, no further action by, or notice
                        to, or filing with, any person is required of it for
                        such execution, delivery or performance; and (iv) this
                        Agreement has been duly executed and delivered by it and
                        constitutes the legal, valid and binding obligation of
                        the Assignor, enforceable against the Assignor in
                        accordance with its terms, except subject, as to
                        enforcement, to bankruptcy, insolvency, moratorium,
                        reorganization and other laws of general application
                        relating to or affecting creditors' rights and to
                        general equitable principles.

                  b.    The Assignor makes no representation or warranty and
                        assumes no responsibility with respect to any
                        statements, warranties or representations made in or in
                        connection with the Credit Agreement or

                                       4

<PAGE>

                        the execution, legality, validity, enforceability,
                        genuineness, sufficiency or value of the Credit
                        Agreement or any other Credit Document or any other
                        instrument or document furnished pursuant thereto. The
                        Assignor makes no representation or warranty in
                        connection with, and assumes no responsibility with
                        respect to, the solvency, financial condition or
                        statements of the Company, any of the other Borrowers,
                        any Designated Subsidiary or any Guarantor or the
                        performance or observance by the Company, any of the
                        other Borrowers, any Designated Subsidiary or any
                        Guarantor of any of their respective obligations under
                        the Credit Agreement or any other Credit Document or any
                        other instrument or document furnished in connection
                        therewith.

                  c.    The Assignee represents and warrants that (i) it is duly
                        organized and existing and it has full power and
                        authority to take, and has taken, all action necessary
                        to execute and deliver this Agreement and any other
                        documents required or permitted to be executed or
                        delivered by it in connection with this Agreement, and
                        to fulfill its obligations hereunder; (ii) no notices
                        to, or consents, authorizations or approvals of, any
                        person are required (other than any already given or
                        obtained) for its due execution, delivery and
                        performance of this Agreement and, apart from any
                        agreements, undertakings or filings required by the
                        Credit Agreement, no further action by, or notice to, or
                        filing with, any person is required of it for such
                        execution, delivery or performance; (iii) this Agreement
                        has been duly executed and delivered by it and
                        constitutes the legal, valid and binding obligation of
                        the Assignee, enforceable against the Assignee in
                        accordance with its terms, except subject, as to
                        enforcement, to bankruptcy, insolvency, moratorium,
                        reorganization and other laws of general application
                        relating to or affecting creditors' rights and to
                        general equitable principles; and (iv) it is eligible
                        under the Credit Agreement to be an assignee of the
                        Loans and the Assigned Rights and Liabilities.

            (ix)  Further Assurances. The Assignor and the Assignee each hereby
                  agrees to execute and deliver such other instruments, and take
                  such other action, as either party may reasonably request in
                  connection with the transactions contemplated by this
                  Agreement, including, without limitation, the delivery of any
                  notices or other documents or instruments to the Company, the
                  Borrowers, the Agent or any Guarantor which may be required in
                  connection with the assignment and assumption contemplated
                  hereby.

            (x)   Indemnity. The Assignee agrees to indemnify the Assignor for,
                  and hold the Assignor harmless from and against, any and all
                  losses, costs, expenses (including, without limitation,
                  reasonable attorneys' fees and the allocated costs and
                  expenses for in-house counsel) and liabilities incurred by the
                  Assignor in connection with or arising in any manner from the
                  non-

                                       5

<PAGE>
                  performance by the Assignee of any obligation assumed by the
                  Assignee under this Agreement.

            (xi)  Miscellaneous.

                  a.    Any amendment or waiver of any provision of this
                        Agreement shall be in writing signed by the parties
                        hereto. No failure or delay by either party hereto in
                        exercising any right, power or privilege hereunder shall
                        operate as a waiver thereof and any waiver of any breach
                        of the provisions of this Agreement shall be without
                        prejudice to any rights with respect to any other or
                        further breach hereof.

                  b.    All payments made hereunder shall be made without any
                        set-off or counterclaim.

                  c.    All communications among the parties or notices in
                        connection herewith shall be in writing, hand-delivered,
                        telex or facsimile transmitted, addressed as follows:
                        (i) if to the Assignor or the Assignee, at their
                        respective addresses set forth on the signature pages of
                        this Agreement and (ii) if to the Company, the
                        Borrowers, the Agent, the Issuing Bank or the Banks, in
                        the manner and to the addresses set forth in the Credit
                        Agreement. All such communications and notices shall be
                        effective upon receipt. The Assignee specifies as its
                        Domestic and Eurodollar Lending Office(s) the offices
                        set forth beneath its name on the signature pages of
                        this Agreement.

                  d.    The Assignor and the Assignee shall each pay its own
                        costs and expenses incurred in connection with the
                        negotiation, preparation, execution and performance of
                        this Agreement.

                  e.    The representations and warranties made in this
                        Agreement shall survive the consummation of the
                        transactions contemplated hereby.

                  f.    This Agreement shall be binding upon and inure to the
                        benefit of the Assignor and the Assignee and their
                        respective successors and assigns; provided, however,
                        that no party shall assign its rights hereunder without
                        the prior written consent of the other party and any
                        purported assignment, absent such consent, shall be
                        void. The preceding sentence shall not limit the right
                        of the Assignee to assign or participate all or part of
                        the Assignee's Percentage Share of the Commitments, any
                        Assigned Rights and Liabilities and any outstanding
                        Loans or Letter of Credit Obligations attributable
                        thereto in the manner contemplated by the Credit
                        Agreement.

                  g.    This Agreement may be executed in any number of
                        counterparts and all of such counterparts taken together
                        shall be deemed to constitute one and the same
                        instrument.

                                       6

<PAGE>

                  h.    THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
                        ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK
                        (EXCLUDING ITS CONFLICT OF LAWS RULES). THE ASSIGNOR AND
                        THE ASSIGNEE EACH IRREVOCABLY SUBMITS TO THE
                        NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR
                        FEDERAL COURT SITTING IN THE CITY OF NEW YORK OVER ANY
                        SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
                        THIS AGREEMENT AND IRREVOCABLY AGREES THAT ALL CLAIMS IN
                        RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND
                        DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT. EACH
                        PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, TO
                        THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE
                        OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH
                        ACTION OR PROCEEDING. THE PARTIES AGREE THAT THIS CHOICE
                        OF NEW YORK LAW HAS BEEN MADE PURSUANT TO SECTION 5-1401
                        OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.

                  i.    This Agreement, the other Credit Documents, and any
                        agreement, document or instrument attached to this
                        Agreement or referred to in it integrate all the terms
                        and conditions mentioned in this Agreement or incidental
                        hereto, constitute the entire agreement and
                        understanding between the parties hereto and supersede
                        any and all prior agreements and understandings related
                        to the subject matter hereof. In the event of any
                        conflict between the terms, conditions and provisions of
                        this Agreement and any such agreement, document or
                        instrument, the terms, conditions and provisions of this
                        Agreement shall prevail. In the event of any conflict
                        between the terms of the Credit Agreement and this
                        Agreement, the terms, conditions and provisions of the
                        Credit Agreement shall prevail.

                  j.    In the event of any inconsistency between the provisions
                        of this Agreement and Schedule I hereto, this Agreement
                        shall control. Headings are for reference only and are
                        to be ignored in interpreting this Agreement.

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

                  l.    Each of the Assignor and the Assignee hereby knowingly,
                        voluntarily and intentionally WAIVES any rights it may
                        have to a trial by jury in respect of any litigation
                        based hereon, or arising out of, under, or in connection
                        with this Agreement, the Credit Agreement, any other
                        Credit Document or any related document or agreement or
                        any course of conduct, course of dealing, or statement
                        (whether oral or written).

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       7

<PAGE>

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

                              _______________________, Assignor

                              By: __________________________________________
                              Name: ________________________________________
                              Title: _______________________________________
                              Address: _____________________________________

                              _______________________, Assignee

                              By: __________________________________________
                              Name: ________________________________________
                              Title: _______________________________________
                              Address: _____________________________________

                              Assignee's Address for Notices:

                              Domestic Lending Office: _____________________

                              ______________________________________________

                              Eurodollar Lending Office: ___________________

                              ______________________________________________

             [SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION AGREEMENT]

<PAGE>

                                   SCHEDULE I

                                       TO

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

            (xii) Loans outstanding as of the date of the Agreement:

[DESCRIBE BY BORROWER, DATE MADE, TYPE OF LOAN, INTEREST PERIOD FOR EURODOLLAR
RATE LOANS]

            (xiii)Letters of Credit outstanding as of the date of the
                  Agreement:

[DESCRIBE BY BORROWER, DATE ISSUED, FACE AMOUNT, BENEFICIARY, AND EXPIRY DATE]

            (xiv) Payment Instructions:

To Assignor:

To Assignee:

            (xv) Assignee's Notice Information:

            (xvi) Other Information:

<PAGE>

                                   SCHEDULE II

                   Form of Notice of Assignment and Assumption
                   _____________________, __________________

Credit Lyonnais New York Branch
  as the Agent and as Issuing Bank
      1301 Avenue of the Americas
      New York, New York 10019
      Attention:_________________________

      and

      Willbros Group, Inc.
      Edificio Plaza Bancomer
      Calle 50, Apartado 6307
      Panama 5, Republic of Panama

      Ladies and Gentlemen:

      We refer to the Amended and Restated Credit Agreement dated as of March
12, 2004, among Willbros Group, Inc. (the "Company"); the Designated
Subsidiaries from time to time (the Company and such Designated Subsidiaries
collectively, the "Obligors"); the several financial institutions from time to
time parties thereto (collectively, the "Banks"); Credit Lyonnais New York
Branch, as a Bank, as Issuing Bank, as administrative agent for the Banks (in
such capacity, the "Agent") and as Lead Arranger and Book Runner; and CIBC Inc.,
as Syndication Agent, which amends and restates in its entirety the Credit
Agreement dated as of June 14, 2002 (as further amended. modified, supplemented
or restated, the "Credit Agreement"). Unless otherwise specified herein, any
term defined in the Credit Agreement and used in this letter shall have the
meaning ascribed to it in the Credit Agreement.

      1.    We hereby give you notice of, and request the consent of the Company
            and the Agent and the Issuing Bank (if such consent is necessary
            pursuant to the Credit Agreement), to the assignment by
            _____________________________ (the "Assignor") to
            ____________________________ (the "Assignee") of ____ percent
            (____%) of the right, title and interest of the Assignor in and to
            the Credit Documents (including, without limitation, the right,
            title and interest of the Assignor in and to the Commitment of the
            Assignor and all outstanding Loans made and Letter of Credit
            Interests of the Assignor). Before giving effect to such assignment:
            the Assignor's Commitment is U.S.$_______________, its Percentage
            Share of the Total Commitment is $__________, the aggregate
            principal amount of the Assignor's outstanding Loans is
            U.S.$__________, and the aggregate amount of the Assignor's Letter
            of Credit Interests is

<PAGE>

            U.S.$___________. After giving effect to such assignment, the
            following would apply:

                  (A)   the Assignor's Commitment will be U.S.$_______________,
                        its Percentage Share of the Total Commitment will be
                        $__________, the aggregate principal amount of the
                        Assignor's outstanding Loans will be U.S.$__________,
                        and the aggregate amount of the Assignor's Letter of
                        Credit Interests will be U.S.$___________; and

                  (B)   the Assignee's Commitment will be U.S.$_______________,
                        its Percentage Share of the Total Commitment will be
                        $__________, the aggregate principal amount of the
                        Assignee's outstanding Loans will be U.S.$__________,
                        and the aggregate amount of the Assignee's Letter of
                        Credit Interests will be U.S.$___________..

      2. The Assignee agrees that, upon receiving the consent of the Company and
the Agent and the Issuing Bank to such assignment (if such consent is necessary
pursuant to the Credit Agreement), and from and after the Assignment Effective
Date, the Assignee will be bound by the terms of the Credit Agreement, with
respect to the interest in the Credit Agreement assigned to it as specified
above, as fully and to the same extent as if the Assignee were the Bank
originally holding such interest in the Credit Agreement.

      3. The following administrative details apply to the Assignee:

      (A) Eurodollar Lending Office:

                    Assignee name:_____________________________________________
                    Address: __________________________________________________
                    Attention: ________________________________________________
                    Telephone: ( ) ____________________________________________
                    Telecopier: ( ) ___________________________________________

      (B) Domestic Lending Office:

                    Assignee name:_____________________________________________
                    Address: __________________________________________________
                    Attention: ________________________________________________
                    Telephone: ( ) ____________________________________________
                    Telecopier: ( ) ___________________________________________

      (C) Notice Address:

                    Assignee name:_____________________________________________
                    Address: __________________________________________________
                    Attention: ________________________________________________
                    Telephone: ( ) ____________________________________________
                    Telecopier: ( ) ___________________________________________

                                       2

<PAGE>

      (D) Payment Instructions:

          Account No.: _______________________________________________
          At:          _______________________________________________
          Reference:   _______________________________________________
          Attention: _________________________________________________

                                       3

<PAGE>

      IN WITNESS WHEREOF, the Assignor and the Assignee have caused this Notice
of Assignment and Assumption to be executed by their respective duly authorized
officials, officers or agents as of the date first above mentioned.

                                  Very truly yours,

                                  [Name of Assignor]

                                  By:__________________________________________
                                  Name: _______________________________________
                                  Title: ______________________________________

                                  [Name of Assignee]

                                  By: __________________________________________
                                  Name: ________________________________________
                                  Title: _______________________________________

         WILLBROS GROUP, INC. hereby consents to the foregoing assignment:

                                  WILLBROS GROUP, INC.

                                  By: __________________________________________
                                  Name: ________________________________________
                                  Title: _______________________________________

      Credit Lyonnais New York Branch, as the Agent and as the Issuing Bank,
hereby consents to the foregoing assignment:

                                  CREDIT LYONNAIS NEW YORK BRANCH

                                  By: __________________________________________
                                  Name: ________________________________________
                                  Title: _______________________________________

                                       4

<PAGE>

                                   EXHIBIT Q-1

                      FORM OF SWINGLINE RESTRICTION NOTICE

                            [Letterhead of the Agent]

                               ___________, _______


      Credit Lyonnais New York Branch,
      as the Swingline Bank

      [address]

      Attention:______________________

      Re: Swingline Restriction Notice

      Ladies and Gentlemen:

      Reference is made to the Amended and Restated Credit Agreement dated as of
March 12, 2004, among WILLBROS GROUP, INC. (the "Company") and the Designated
Subsidiaries from time to time parties thereto (the Company and such Designated
Subsidiaries collectively, the "Obligors"); the several financial institutions
from time to time parties thereto (collectively, the "Banks"); CREDIT LYONNAIS
NEW YORK BRANCH, as a Bank, as Issuing Bank, as administrative as agent for the
Banks (in such capacity, the "Agent"), and as Lead Arranger and Book Runner; and
CIBC Inc., as Syndication Agent, which amends and restates in its entirety the
Credit Agreement dated as of June 14, 2002 (as further amended, modified,
supplemented and restated from time to time in accordance with its terms, the
"Credit Agreement"). Unless otherwise specified herein, any term defined in the
Credit Agreement and used in this letter shall have the meaning ascribed to it
in the Credit Agreement.

      The Agent hereby notifies you, as the Swingline Bank, that there is less
than $2,000,000 in Loan availability pursuant to the terms and conditions of the
Credit Agreement.

      This letter is a Swingline Restriction Notice within the meaning of the
Credit Agreement.

                                  Very truly yours,

                                  CREDIT LYONNAIS NEW YORK BRANCH

                                  By:___________________________________________
                                  Name: ________________________________________
                                  Title:________________________________________

<PAGE>

                                   EXHIBIT Q-2

               FORM OF TERMINATION OF SWINGLINE RESTRICTION NOTICE

                            [Letterhead of the Agent]

                               ___________, _____________

         Credit Lyonnais New York Branch
           as the Swingline Bank

         [address]

         Attention:______________________

         Re:   Termination of Swingline Restriction Notice

         Ladies and Gentlemen:

         Reference is made to the Amended and Restated Credit Agreement dated as
of March 12, 2004, among WILLBROS GROUP, INC. (the "Company") and the Designated
Subsidiaries from time to time parties thereto (the Company and such Designated
Subsidiaries collectively, the "Obligors"); the several financial institutions
from time to time parties thereto (collectively, the "Banks"); CREDIT LYONNAIS
NEW YORK BRANCH, as a Bank, as Issuing Bank, as administrative as agent for the
Banks (in such capacity, the "Agent"), and as Lead Arranger and Book Runner; and
CIBC Inc., as Syndication Agent, which amends and restates in its entirety the
Credit Agreement dated as of June 14, 2002 (as further amended, modified,
supplemented and restated from time to time in accordance with its terms, the
"Credit Agreement"). Unless otherwise specified herein, any term defined in the
Credit Agreement and used in this letter shall have the meaning ascribed to it
in the Credit Agreement.

         The Agent hereby notifies you, as the Swingline Bank, that it is
canceling the Swingline Restriction Notice dated as of _________ that was
previously delivered to you.

         This letter is a Termination of Swingline Restriction Notice within the
meaning of the Credit Agreement.

                                  Very truly yours,

                                  CREDIT LYONNAIS NEW YORK BRANCH

                                  By: _________________________________________
                                  Name: _______________________________________
                                  Title: ______________________________________