<PAGE>
                                                                    EXHIBIT 10.1



                                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, Joint Book Runner, Administrative Agent

                                and Issuing Bank


                            CIBC WORLD MARKETS CORP.

                  as Joint Lead Arranger and Joint Book Runner


                                       And


                       CANADIAN IMPERIAL BANK OF COMMERCE

                              as Syndication Agent

                                  June 14, 2002
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                                TABLE OF CONTENTS

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<S>                                                                                             <C>
ARTICLE I  DEFINITIONS.......................................................................    1

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

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


ARTICLE II  LOANS............................................................................   33

2.1  Loans...................................................................................   33

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

2.3  Procedure for Borrowing.................................................................   35

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.....................................................................   42

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.....................................   49


ARTICLE IV  AVAILABILITY AND COLLATERAL SECURITY.............................................   50

4.1  Determination of Gross Borrowing Base; Borrowing Base Components........................   50
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4.2  Borrowing Base Reporting................................................................   51

4.3  Audits of Collateral....................................................................   52

4.4  Net Borrowing Base......................................................................   53

4.5  Elections to Participate and Elections to Terminate.....................................   53

4.6  Voluntary Termination or Reduction of Commitments.......................................   53

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

4.8  Optional Increase of Total Commitment...................................................   54

4.9  Collateral Security and Post-Closing Items..............................................   55

4.10  Synthetic Lease........................................................................   55


ARTICLE V  FEES; PAYMENTS; TAXES; CHANGES IN CIRCUMSTANCES...................................   56

5.1  Commitment Fees.........................................................................   56

5.2  Agent's Fee.............................................................................   56

5.3  Letter of Credit Fees...................................................................   56

5.4  Computation of Fees and Interest........................................................   57

5.5  Payments by the Borrowers...............................................................   58

5.6  Payments by the Banks to the Agent......................................................   59

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

5.8  Taxes...................................................................................   60

5.9  Sharing of Payments, Etc................................................................   64

5.10  Illegality.............................................................................   64

5.11  Increased Costs and Reduction of Return................................................   65

5.12  Funding Losses.........................................................................   66

5.13  Eurodollar Rate Protection.............................................................   67

5.14  Certificates of Banks..................................................................   67

5.15  Certain Notices Irrevocable............................................................   67

5.16  Subordination of Intercompany Debt.....................................................   68


ARTICLE VI  REPRESENTATIONS AND WARRANTIES...................................................   71

6.1  Corporate Existence and Power...........................................................   71

6.2  Corporate Authorization; No Contravention...............................................   72

6.3  Governmental Authorization..............................................................   72
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<S>                                                                                             <C>
6.4  Binding Effect..........................................................................   72

6.5  Litigation..............................................................................   72

6.6  No Default..............................................................................   73

6.7  ERISA Compliance........................................................................   73

6.8  Use of Proceeds; Margin Regulations.....................................................   74

6.9  Title to Properties.....................................................................   75

6.10  Taxes..................................................................................   75

6.11  Financial Condition....................................................................   75

6.12  Environmental Matters..................................................................   76

6.13  Security Documents.....................................................................   77

6.14  No Regulation Limiting Debt............................................................   77

6.15  Full Disclosure........................................................................   77

6.16  No Burdensome Restrictions.............................................................   77

6.17  Solvency...............................................................................   77

6.18  Labor Relations........................................................................   78

6.19  Copyrights, Patents, Trademarks and Licenses, Patents, etc.............................   78

6.20  Subsidiaries...........................................................................   78

6.21  Acceptable Bank Accounts and Lock Box Arrangements.....................................   78

6.22  Insurance..............................................................................   78

6.23  Chief Executive Offices and Places of Business.........................................   79


ARTICLE VII  CONDITIONS PRECEDENT............................................................   79

7.1  Conditions Precedent to Initial Loans or Letter of Credit...............................   79

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

7.3  Conditions Precedent to Participation by a Designated Subsidiary........................   83

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


ARTICLE VIII  AFFIRMATIVE COVENANTS..........................................................   85

8.1  Financial Statements....................................................................   85

8.2  Certificates; Other Information.........................................................   86

8.3  Preservation of Existence...............................................................   87

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

8.5  Insurance...............................................................................   88
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8.6  Payment of Obligations..................................................................   88

8.7  Compliance with Laws....................................................................   89

8.8  Inspection of Property and Books and Records............................................   89

8.9  Environmental Laws......................................................................   89

8.10  Notices................................................................................   90

8.11  Use of Proceeds........................................................................   91

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

8.13  Certain Obligations Respecting Certain New Subsidiaries................................   92

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

8.15  Change of Offices......................................................................   93

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

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


ARTICLE IX  NEGATIVE COVENANTS...............................................................   94

9.1  Limitation on Liens.....................................................................   94

9.2  Mergers and Consolidations; Dispositions of Assets......................................   95

9.3  Acquisitions and Investments............................................................   98

9.4  Limitation on Indebtedness..............................................................   99

9.5  Transactions with Affiliates............................................................  100

9.6  Contingent Obligations..................................................................  100

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

9.8  Use of Proceeds.........................................................................  101

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

9.10  Restricted Payments....................................................................  102

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

9.12  Consolidated Tangible Net Worth........................................................  103

9.13  Fixed Charge Coverage Ratio............................................................  103

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
</TABLE>


                                       4
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<S>                                                                                            <C>
ARTICLE X  EVENTS OF DEFAULT.................................................................  104

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

10.2  Remedies...............................................................................  108

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.......................................  113

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....................................  116

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

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

11.12  Joinder of Additional Subsidiaries....................................................  117

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...........................................................................  118

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

11.19  Survival; Persons Bound...............................................................  119

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

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


ARTICLE 12  AGENCY PROVISIONS................................................................  120

12.1  Appointment and Authorization of Agent.................................................  120
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<S>                                                                                            <C>
12.2  Delegation of Duties of Agent..........................................................  120

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

12.4  Reliance by Agent......................................................................  121

12.5  Notice of Default......................................................................  121

12.6  Credit Decision........................................................................  122

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

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

12.9  Successor Agent........................................................................  124

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


ARTICLE 13  MISCELLANEOUS....................................................................  125

13.1  Amendments and Waivers.................................................................  125

13.2  Notices................................................................................  126

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

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

13.5  Indemnity..............................................................................  127

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

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

13.8  Confidentiality........................................................................  130

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..........................................................................  135

13.16  ENTIRE AGREEMENT......................................................................  135

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

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

13.19  Currency Conversion...................................................................  136

13.20  No Obligations........................................................................  136
</TABLE>


                                       6
<PAGE>
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      Form of New Bank Agreement
Exhibit P      Form of Commitment Increase Agreement
Exhibit Q-1    Form of Swingline Restriction Notice
Exhibit Q-2    Form of Termination of Swingline Restriction Notice


                                       7
<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>
                                CREDIT AGREEMENT

         This Credit Agreement dated as of June 14, 2002, 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 Joint Book Runner; CIBC
World Markets Corp., as Joint Lead Arranger and Joint Book Runner, and Canadian
Imperial Bank of Commerce, as Syndication Agent.

         The Banks have 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 in this Agreement and the other Credit Documents
(as defined 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.

         "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
<PAGE>
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, 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 three fiscal quarters of the Company, net of foreign
cash taxes paid, and annualized. Non-cash charges (other than charges for
depreciation and amortization) shall be excluded in determining Adjusted EBITDA.

         "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.


                                       2
<PAGE>
         "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 exceed $500,000 or the
Dollar Equivalent thereof.

         "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.


                                       3
<PAGE>
         "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 clause (i) of 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 clause (ii) of 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) 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


                                       4
<PAGE>
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 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 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 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


                                       5
<PAGE>
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; provided that no such Property, Plant and Equipment and Spare Parts will
be included as Class B Property, Plant and Equipment and Spare Parts to the
extent more than 40% of what would otherwise qualify as Class B Property, Plant
and Equipment and Spare Parts is located in a single country. "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 the initial Letters of Credit
are issued hereunder.

         "Code" means the United States Internal Revenue Code of 1986, as
amended, or any successor statute, and the rules, regulations and
interpretations promulgated 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 a Commitment
Increase Agreement or a New Bank Agreement or 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.


                                       6
<PAGE>
         "Commitment Increase Agreement" means any agreement in substantially
the form of Exhibit P duly completed and executed and delivered by a Bank in
connection with an increase of the Total Commitment pursuant to Section 4.8.

         "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 (including, without limitation, amortization of original
issue discount, non-cash interest payments, the interest component of any
deferred payment obligations, the interest component of all payments associated
with Capital Lease Obligations, commissions, discounts and other fees and
charges incurred in respect of letter of credit or bankers' acceptance
financings, and net payments (if any) pursuant to Hedging Obligations but
excluding amortization of debt issuance costs) 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 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.


                                       7
<PAGE>
         "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.

         "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 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.


                                       8
<PAGE>
         "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 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


                                       9
<PAGE>
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.

         "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.


                                       10
<PAGE>
         "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.

         "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:


                                       11
<PAGE>
         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 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, only for the
period of time covered by the first two Borrowing Base Certificates delivered by
the Company, any


                                       12
<PAGE>
contract cost and recognized income not yet billed of an Obligor which would
qualify as Contract Cost and Recognized Income Not Yet Billed except for the
fact that it arises from an Excluded Contract and as a result thereof, there is
some doubt as to whether the related contract rights are subject to an
Acceptable Security Interest, provided that (a) (i) the Company or the
respective Obligor has requested the consent of any necessary Person to the
grant of an Acceptable Security Interest in such contract rights, (ii) the
Company and the respective Obligor reasonably believes in good faith that such
consent from such Person will be obtained, and (iii) from and after the receipt
of such consent from such Person the contract giving rise to such revenue
accruals would no longer be an Excluded Contractor, or (b)(i) the Company or the
respective Obligor has requested an opinion of counsel to the Company in the
jurisdiction of the law governing the relevant contract (which opinion must be
in form and substance satisfactory to the Agent) to the effect that the local
law of such jurisdiction provides that the provisions which have caused the
relevant contract to be tentatively considered an Excluded Contract are
unenforceable, (ii) the Company and the respective Obligor reasonably believes
in good faith that such opinion from such local counsel will be obtained, and
(iii) from and after the receipt of such opinion, the contract giving rise to
such contract cost and recognized income not yet billed would no longer be an
Excluded Contract.

         "Excepted Receivable" means, only for the period of time covered by the
first two Borrowing Base Certificates delivered by the Company, any account
receivable of an Obligor which would qualify as a Receivable except for the fact
that it arises from an Excluded Contract and as a result thereof, there is some
doubt as to whether it is subject to an Acceptable Security Interest, provided
that (a)(i) the Company or the respective Obligor has requested the consent of
any necessary Person to the grant of an Acceptable Security Interest in such
account receivable, (ii) the Company and the respective Obligor reasonably
believes in good faith that such consent from such Person will be obtained, and
(iii) from and after the receipt of such consent from such Person the contract
giving rise to such account receivable would no longer be an Excluded Contract,
or (b)(i) the Company or the respective Obligor has requested an opinion of
counsel to the Company in the jurisdiction of the law governing the relevant
contract (which opinion must be in form and substance satisfactory to the Agent)
to the effect that the local law of such jurisdiction provides that the
provisions which have caused the relevant contract to be tentatively considered
an Excluded Contract are unenforceable, (ii) the Company and the respective
Obligor reasonably believes in good faith that such opinion from such local
counsel will be obtained, and (iii) from and after the receipt of such opinion,
the contract giving rise to such Receivable would no longer be an Excluded
Contract.

         "Excepted Revenue Accrual" means, only for the period of time covered
by the first two Borrowing Base Certificates delivered by the Company, any
revenue accrual of an Obligor which would qualify as a Revenue Accrual except
for the fact that it arises from an Excluded Contract and as a result thereof,
there is some doubt as to whether the related contract rights are subject to an
Acceptable Security Interest, provided that (a) (i) the Company or the
respective Obligor has requested the consent of any necessary Person to the
grant of an Acceptable Security Interest in such contract rights, (ii) the
Company and the respective Obligor reasonably believes in good faith that such
consent from such Person will be obtained, and (iii) from and after the receipt
of such consent from such


                                       13
<PAGE>
Person the contract giving rise to such revenue accruals would no longer be an
Excluded Contractor, or (b)(i) the Company or the respective Obligor has
requested an opinion of counsel to the Company in the jurisdiction of the law
governing the relevant contract (which opinion must be in form and substance
satisfactory to the Agent) to the effect that the local law of such jurisdiction
provides that the provisions which have caused the relevant contract to be
tentatively considered an Excluded Contract are unenforceable, (ii) the Company
and the respective Obligor reasonably believes in good faith that such opinion
from such local counsel will be obtained, and (iii) from and after the receipt
of such opinion, the contract giving rise to such revenue accrual would no
longer be an 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 pursuant to applicable law such terms are unenforceable
         or 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
         pursuant to applicable law such terms are unenforceable or 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.

         "Existing LCs" means letters of credit issued pursuant to the terms of
the agreement described in Section 7.1(o) which are outstanding as of the
Closing Date.

         "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


                                       14
<PAGE>
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 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 (i) the letter agreement dated as of February 4,
2002 executed between the Company and the Agent and (ii) the letter agreement
dated as of April 3, 2002 executed between CIBC World Markets Corp. and WUSA.

         "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.

         "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), (d), (e), or (f) or Section 9.3(d), (e) or (f) hereof) on terms
acceptable to the Agent.


                                       15
<PAGE>
         "Fixed Charge Coverage Ratio" means, for any period, the ratio of
Adjusted EBITDA less capital expenditures to fixed charges (where fixed charges
include Consolidated Interest Expense, scheduled principal repayments and cash
dividends paid).

         "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).

         "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.


                                       16
<PAGE>
         "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-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 Obligors
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


                                       17
<PAGE>
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

                  (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


                                       18
<PAGE>
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.

         "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.

         "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) 40% of the Net Borrowing Base or (ii) 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:


                                       19
<PAGE>
         (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 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 ("PRPJV"), 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 PRPJV in which such Obligor has full control over
its assigned portion of the PRPJV's work or (ii) an integrated PRPJV which is
either managed by such Obligor or managed by a committee of the PRPJV
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).


                                       20
<PAGE>
         "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) June 14, 2005 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 MSI Energy Services Inc., an Alberta, Canada corporation.

         "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.

         "New Bank Agreement" means an agreement in substantially the form of
Exhibit O, duly completed and executed by a new Bank in connection with an
increase of the Total Commitment pursuant to Section 4.8.

         "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 (x) the
product of three and one half (3.5) multiplied by Adjusted EBITDA, less (y)
Local Debt as of the Calculation Date of such Borrowing Base Certificate; 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


                                       21
<PAGE>
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 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.


                                       22
<PAGE>
         "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.

         "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) 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.

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

         "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:


                                       23
<PAGE>
                  (i)      is described as a Performance SBLC by the Company in
         its request for issuance thereof;

                  (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
the date hereof executed by the Company and certain of its Subsidiaries in
substantially the form of Exhibit I, (ii) the Pledge Agreement dated as of the
date hereof executed by Musketeer in substantially the form of Exhibit J, and
(iii) each similar agreement executed by an


                                       24
<PAGE>
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.

         "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.

         "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 Rogers & Phillips, 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 the date
hereof among the Obligors and the Agent for the benefit of the Secured Parties
in the form of Exhibit L.

         "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 and trademark assignments, lease assignments, guarantees
and other agreements executed


                                       27
<PAGE>
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.

         "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.
Section 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 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 Southwest Bank of Texas, N.A.


                                       28
<PAGE>
         "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 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


                                       29
<PAGE>
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, 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;

         (b)      with respect to Revenue Accruals, all Revenue Accruals which,
when billed, will give rise to Tier 2 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 2 Receivables; 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", (i) all Receivables
(other than Excepted Receivables) which do not qualify as either Tier 1
Receivables or Tier 2 Receivables and (ii) only for the period of time covered
by the first two Borrowing Base Certificates delivered by the Company, all
Excepted Receivables;

         (b)      when referring to "Tier 3 Revenue Accruals", (i) all Revenue
Accruals which do not qualify as either Tier 1 Revenue Accruals or Tier 2
Revenue Accruals and (ii) only for the period of time covered by the first two
Borrowing Base Certificates delivered by the Company, all Excepted Revenue
Accruals;

         (c)      when referring to "Tier 3 Contract Cost and Recognized Income
Not Yet Billed", (i) 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 (ii)
only for the period of time covered by the first two Borrowing Base Certificates
delivered by the Company, all Excepted Contract Cost and Recognized Income; 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 $125,000,000.

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


                                       31
<PAGE>
         "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 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.

         "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 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".


                                       32
<PAGE>
                  (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.

                                   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


                                       33
<PAGE>
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 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


                                       34
<PAGE>
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.

                  (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


                                       35
<PAGE>
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.

                  (e)      The Company may request a Swingline Loan to be made
pursuant to telephone request to the Swingline Bank (Attention: Laura
McWilliams, 713-235-8887) not later than 3:00 p.m. (Houston, Texas 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: Laura McWilliams, Fax 713-232-5928, and with a copy faxed to Ann
Greer, Loan Administration, Fax 713-693-7467), and to the Agent not later than
3:30 p.m. (Houston, Texas time) on the date of


                                       36
<PAGE>
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 Laura McWilliams, Fax 713-232-5928, and a copy faxed to the
attention of Ann Greer, Fax 713-693-7467) 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.

                  (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


                                       37
<PAGE>
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 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


                                       38
<PAGE>
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, 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


                                       39
<PAGE>
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 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


                                       40
<PAGE>
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 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).


                                       41
<PAGE>
                  (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.

         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.

                  (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


                                       42
<PAGE>
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.

                  (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


                                       43
<PAGE>
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 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.


                                       44
<PAGE>
                  (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 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.


                                       45
<PAGE>
         3.5      Cash Collateralization.

                  (a)      If, after giving effect to any mandatory prepayment
of Loans under Section 2.6(b), the Borrowing Base Exposure still exceeds the Net
Borrowing Base as reduced, then the Borrowers shall promptly thereafter deposit
funds into the Cash Collateral Account in the amount of such excess to secure
the outstanding Obligations.

                  (b)      If, after giving effect to any mandatory prepayment
of Loans under Section 2.6(c), the Aggregate Exposure still exceeds the Total
Commitment, then the Borrowers shall promptly thereafter deposit funds into the
Cash Collateral Account in the amount of such excess to secure the outstanding
Obligations.

                  (c)      On the date of any Asset Sale, if after giving effect
to the mandatory prepayment of Loans required pursuant to Section 2.6(d), the
Borrowing Base Exposure then outstanding 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), then the Borrowers shall promptly
thereafter deposit funds into the Cash Collateral Account in the amount of such
excess to secure the outstanding Obligations.

         3.6      Role of the Issuing Bank.

                  (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.


                                       46
<PAGE>
                  (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");

                  (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;


                                       47
<PAGE>
                  (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.

         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"):


                                       48
<PAGE>
                           (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
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


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<PAGE>
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.

                                   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


                                       50
<PAGE>
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;

                  (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,


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<PAGE>
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.

                           (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 an annual basis commencing on the
date six months following the Closing Date and on each 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


                                       52
<PAGE>
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") 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


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<PAGE>
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 4.5, the
Commitments may not thereafter be increased except as provided in Section 4.8.
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      Optional Increase of Total Commitment. Provided no Default or
Event of Default has occurred and is continuing, the Company may, with the
consent of the Agent, by written notice to the Agent and the Banks request that
the Total Commitment be increased up to $150,000,000. Upon the Company's receipt
of incremental commitments from such Banks that may agree to provide an
increased Commitment hereunder (there being no obligation on the part of any
Bank at any time hereunder to increase such Bank's Commitment) and/or
commitments from Persons willing to become a Bank with a Commitment hereunder,
then such increase of the Total Commitment shall become effective (the "Increase
Effective Date") when the following conditions precedent have been satisfied and
the Agent shall have notified the parties hereto to such effect:

                  (a)      The Company shall have delivered to the Agent, with
sufficient copies for each Bank (A) a certificate of the Chief Financial Officer
of the Company addressed to the Banks to the effect that, to the best of such
officer's knowledge, (x) no Default or Event of Default has occurred and is
continuing (or would result from the incurrence of the maximum additional
Indebtedness contemplated by this Section 4.8), and (y) all representations and
warranties herein or in any other Credit Document are true and correct in all
material respects with the same effect as if these representations and
warranties had been made on the date of such certificate (it being understood
and agreed that any representation which by its terms is made as of a specified
date shall be required to be true and correct only as of such specified date),
and (B) unless the documentation delivered in connection with the effectiveness
of this Agreement otherwise authorizes Indebtedness hereunder in an aggregate
amount up to $150,000,000, a certificate of the Secretary of each Obligor
certifying that such Obligor has been duly authorized by resolution of such
Obligor's Board of Directors or other governing body to incur any and all
Indebtedness hereunder up to $150,000,000;


                                       54
<PAGE>
                  (b)      A New Bank Agreement for each New Bank shall have
been duly executed by each party thereto;

                  (c)      A Commitment Increase Agreement for each Bank
agreeing to an increase of its current Commitment shall have been duly executed
by each party thereto;

                  (d)      Any Note requested by a New Bank (including a
substitute Note for each Bank requesting it which has agreed to increase its
Commitment) shall have been executed and delivered by each Obligor in
substantially the form of Exhibit A, as appropriate; and

                  (e)      No Loans shall be outstanding hereunder as of the
date such increase is to become effective, or any such Loans which are
outstanding shall be contemporaneously repaid on such date with Loans made
ratably by the Banks in accordance with their new Commitments and Percentage
Shares on such date.

On the Increase Effective Date, each Bank's Letter of Credit Interests on such
date shall automatically be deemed to equal such Bank's Percentage Share of such
Letter of Credit Obligations (such Percentage Share for such Bank to be
determined as of the Increase Effective Date in accordance with its Commitment
on such date as a percentage of the Total Commitment on such date) without
further action by any party.

         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 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.

         4.10     Synthetic Lease. Within 45 days of the Closing Date, the
Company shall either (a) repay in full all outstandings under, and satisfied all
obligations pertaining to, that certain Synthetic Lease Agreement with Brazos
Building & Equipment Limited Partnership (the "Synthetic Lease Agreement"), or
(b) refinance the Synthetic Lease Agreement with a third party lender under
terms reasonably satisfactory to the Agent. Prior to the date the Company does
either (a) or (b) above, the Company agrees that it shall not request Loans and
Letters of Credit hereunder if after giving effect to such request the sum of
any Bank's Percentage Share of the Aggregate Exposure plus any potential
liability or exposure of such Bank under the Synthetic Lease Agreement would
exceed such Bank's Commitment under this Agreement.


                                       55
<PAGE>


                                   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 $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.


                                       56
<PAGE>
                  (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 interest at the Base Rate and
deliver such Quarterly Invoice to the Company with a copy to the Banks.


                                       57
<PAGE>
         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 its office in Houston Texas as
follows: ABA# 113011258, A/C # 1000527, Attn: Ann Greer, Ref. Willbros Group,
Inc., or at such other 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 due such Bank. If and to the
extent the Borrowers shall not have made such payment in


                                       58
<PAGE>
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


                                       61
<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


                                       65
<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


                                       68
<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
         that are


                                       69
<PAGE>
         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, 2001, 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 March 31, 2002 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 March 31, 2002, 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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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 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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<PAGE>
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 Initial Loans or Letter of Credit. The
obligation of each Bank to make the first Loan or of the Issuing Bank to issue
the first Letter of Credit, whichever is earlier requested, is subject to the
conditions precedent that the Agent shall have received on or before the date of
such Loan or the issuance of such Letter of Credit 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 at least $125,000,000.

                  (b) Notes. The 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, 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 1.01(E) (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, duly executed by each
                  Obligor for which a security interest in Collateral 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; the
                  bylaws of each Obligor in effect on the Closing Date,
                  certified by the Secretary or an Assistant Secretary of such
                  Obligor as of the Closing Date; 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.

                  (g) Equity. Evidence that the Company shall have received Net
Cash Proceeds of at least $30,000,000 from an Equity Issuance consummated on or
before the Closing Date in the form of a sale of subordinated convertible
preferred or common stock of the Company.


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<PAGE>
                  (h) Legal Opinions.

                           (i) an opinion of Arias, Fabrega & Fabrega,
                  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;

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

                           (iii) opinions of local counsel to certain Obligors
                  and Obligated Subsidiaries in Nigeria, Panama, Venezuela,
                  Bolivia, The Netherlands, St. Vincent and the Grenadines, and
                  the province of Alberta, Canada, each in form and substance
                  satisfactory to the Agent;

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

                  (i) 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.

                  (j) Business Plan and Financial Statements. A satisfactory
business plan for the Company and its Subsidiaries for the years 2002 through
2005 and a satisfactory written analysis of the business plan; and copies of the
audited annual financial statements for the Company and its Subsidiaries for its
fiscal years 1999, 2000, and 2001.

                  (k) 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.

                  (l) 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 March, 2002 to no longer be 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.

                  (m) 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


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any of their respective properties and assets) that might, in their opinion,
constitute or lead to a Material Adverse Effect.

                  (n) 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.

                  (o) Termination of Existing Credit Facility. A notice from ABN
AMRO Bank N.V. stating that the commitments of the banks set forth in the Credit
Agreement dated as of February 20, 1997, as amended, have been terminated and
all obligations thereunder, other than contingent obligations in respect of any
Existing LCs, have been repaid (or arrangements for such repayment with the
initial Loans under this Agreement have been made to the satisfaction of the
Agent).

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

                  (t) 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.


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                  (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.

                  (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.


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<PAGE>
                  (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.

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.


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<PAGE>
                                  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;

                  (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


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<PAGE>
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 45 days after the end of each calendar month,
except for December and January which shall be not later than 60 days after the
end of such months, 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 showing
WGI, WII, RPI, MSI, and WUSA, and (ii) WUSA showing WUSA, WESCO and WEI.

         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-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;


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<PAGE>
                  (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

                  (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


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<PAGE>
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.

         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.


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<PAGE>
         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 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).


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<PAGE>
         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 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


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<PAGE>
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 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.


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                  (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 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:


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                  (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 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


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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;

                  (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;


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                  (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 (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


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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);

                           (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;


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<PAGE>
                           (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.

                  (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; 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 subord-


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         inated 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;

                  (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,


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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.

         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;

                  (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
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; and


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                  (h)      Indebtedness of up to an aggregrate principal amount
of $5,000,000 in respect of a real estate loan secured by the real property
which is currently subject to the Synthetic Lease Agreement described in Section
4.10.

         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;

                  (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


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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
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


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<PAGE>
         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 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.


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                  (b)      The Company shall not permit the ratio of its
Financial Indebtedness to Adjusted EBITDA at the end of each fiscal quarter to
exceed 2.00 to 1.00.

         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) $140.0 million plus (b) 75% of
the Company's cumulative net income for each calendar year to date (without
deduction for loss) as of the end of such fiscal quarter, plus (c) 100% of the
Net Cash Proceeds received by the Company with respect to any Equity Issuance
after the Closing Date.

         9.13     Fixed Charge Coverage Ratio. The Company shall not permit its
Fixed Charge Coverage Ratio, calculated at the end of each fiscal quarter for
the three fiscal quarter period then ended and annualized, to be less than 3.0
to 1.0.

         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;


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                  (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.

         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, and (ii) regularly
scheduled or required repayments or redemptions of Indebtedness set forth on
Schedule 8.4, 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


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                  (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) 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


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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
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


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<PAGE>
                  (l)      Change of Control. Any Change of Control shall occur;
or

                  (a)      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 which execution of the same shall have been
stayed, appeal therefrom and cause the execution thereof to be stayed during
such appeal; or

                  (b)      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

                  (c)      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

                  (d)      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; or

                  (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


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<PAGE>
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.

         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

                  (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, 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


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                  (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 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

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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 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


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<PAGE>
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 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


                                      111
<PAGE>
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.

                  (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


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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 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 and
notice of default or nonpayment 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


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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 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.


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                  (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 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


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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 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,


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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 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


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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 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.


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         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 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
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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 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.


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         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 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


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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 Joint Book Runners, the
Lead Arranger or the Joint 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 Joint Book Runners, the Lead Arranger or the Joint Lead
Arranger to any Bank. Each Bank represents to the Agent, the Syndication Agent,
the Joint Book Runners, the Lead Arranger and the Joint Lead Arranger that it
has, independently and without reliance upon the Agent, the Syndication Agent,
the Joint Book Runners, the Lead Arranger or the Joint 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
Joint Book Runners, the Lead Arranger or the Joint 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
Joint Book Runners, the Lead Arranger or the Joint 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 Joint Book Runners, the Lead Arranger or the Joint 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, EACH JOINT BOOK RUNNER, THE LEAD ARRANGER, AND THE
JOINT 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, EACH JOINT
BOOK RUNNER, THE LEAD ARRANGER,


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OR THE JOINT 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, ANY JOINT BOOK RUNNER, THE LEAD ARRANGER OR THE JOINT 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
RATABLE SHARE OF ANY COSTS OR OUT-OF-POCKET EXPENSES (INCLUDING FEES AND
EXPENSES OF COUNSEL AND THE ALLOCATED COST OF IN-HOUSE COUNSEL) 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. Each of CLNY (and any successor acting as
Agent) and Canadian Imperial (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 Canadian Imperial were
not the Agent and the


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Syndication Agent, respectively, under this Agreement and the other Credit
Documents, and each of them 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 Canadian Imperial 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 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


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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

         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 (except as contemplated
by Section 4.8), 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;


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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;

                  (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


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contemplated hereby and thereby, including the reasonable costs and expenses of
counsel to the Agent (and the reasonable allocated cost of internal counsel)
with respect thereto;

                  (b)      to pay or reimburse each Bank, the Issuing Bank, the
Agent, Lead Arranger, the Joint Lead Arranger, the Joint Book Runners, and the
Syndication Agent 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.

         13.5     Indemnity.

                  (a)      EACH OBLIGOR SHALL PAY, INDEMNIFY, AND HOLD EACH
BANK, EACH ISSUING BANK, THE AGENT, THE SYNDICATION AGENT, THE LEAD ARRANGER,
THE JOINT LEAD ARRANGER AND EACH JOINT BOOK RUNNER, 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.


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                  (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 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), 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, 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.


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                  (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.

                  (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.


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         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;

                  (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.


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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 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


                                      131
<PAGE>
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 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


                                      132
<PAGE>
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
LEAD ARRANGER, THE JOINT LEAD ARRANGER, EITHER JOINT BOOKRUNNER, OR ANY OF THE
BANKS MAY HAVE UNDER THE NATIONAL BANK ACT OR OTHER APPLICABLE FEDERAL LAW.

                  (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.


                                      133
<PAGE>
                  (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.

                  (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


                                      134
<PAGE>
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 BEHALF OF
THE AGENT, THE ISSUING BANK, THE BANKS, THE LEAD ARRANGER, THE JOINT LEAD
ARRANGER, THE JOINT BOOK RUNNERS, OR THE SYNDICATION AGENT.

         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.


                                      135
<PAGE>
         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 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, none of CLNY, CIBC World Markets Corp. or
Canadian Imperial shall have any duties, responsibilities, liabilities or
obligations under this Agreement in their respective capacities as Lead
Arranger, Joint Book Runner, Joint Lead Arranger 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 Arrangers, Joint Book Runners, Joint Lead Arranger 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:  Vice President


                                         WILLBROS U.S.A., INC.

                                         By:  /s/ Warren L. Williams
                                         Name: Warren L. Williams
                                         Title:  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
<PAGE>
                                         WILLBROS (NIGERIA) LIMITED

                                         By:  /s/ Warren L. Williams
                                         Name:  Warren L. Williams
                                         Title:  Director


                                         WILLBROS (OFFSHORE) NIGERIA LIMITED

                                         By:  /s/ Warren L. Williams
                                         Name:  Warren L. Williams
                                         Title:  Director


                                         WILLBROS MIDDLE EAST, INC.

                                         By:  /s/ Warren L. Williams
                                         Name: Warren L. Williams
                                         Title:  Vice President


                                         ROGERS & PHILLIPS, INC.

                                         By:  /s/ Alan G. Owens
                                         Name:  Alan G. Owens
                                         Title:   President


                                         CONSTRUCTORA CAMSA, C.A.

                                         By:  /s/ Warren L. Williams
                                         Name: Warren L. Williams
                                         Title:  Vice President


                                         WILLBROS OPERATING SERVICES, INC.

                                         By:  /s/ Stephen M. Bump
                                         Name:  Stephen M. Bump
                                         Title:  Vice President


                                         WILLBROS ENERGY SERVICES COMPANY

                                         By:  /s/ Pamela L. Reiland
                                         Name:  Pamela L. Reiland
                                         Title:  Vice President
<PAGE>
                                         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/ John K. Allcorn
                                         Name:  John K. Allcorn
                                         Title:  President


                                         WILLBROS ENGINEERS, INC.

                                         By:  /s/ James R. Beasley
                                         Name:  James R. Beasley
                                         Title:  President


                                         ESCA EQUIPMENT SERVICE C.A.

                                         By:  /s/ Warren L. Williams
                                         Name: Warren L. Williams
                                         Title:  Principal Director


                                         MSI ENERGY SERVICES INC.

                                         By:  /s/ Steven B. Hicks
                                         Name:  Steven B. Hicks
                                         Title:  Vice President


                                         WILLBROS CONSTRUCTORS, INC.

                                         By:  /s/ Warren L. Williams
                                         Name: Warren L. Williams
                                         Title:  Vice President
<PAGE>
                                         AGENT:


                                         CREDIT LYONNAIS NEW YORK BRANCH



                                         By:  /s/ Barbara Kellc
                                         Name:    Barbara Kellc
                                         Title:  Managing Director

                                         ISSUING BANK:

                                         CREDIT LYONNAIS NEW YORK BRANCH

                                         By:  /s/ Barbara Kellc
                                         Name:    Barbara Kellc
                                         Title:  Managing Director

                                         LEAD ARRANGER AND JOINT
                                         BOOK RUNNER:

                                         CREDIT LYONNAIS NEW YORK BRANCH

                                         By:  /s/ Barbara Kellc
                                         Name:    Barbara Kellc
                                         Title:  Managing Director
<PAGE>
                                         JOINT LEAD ARRANGER AND JOINT
                                         BOOK RUNNER:

                                         CIBC WORLD MARKETS CORP.


                                         By:  /s/ Nora Q. Catiis
                                         Name:    Nora Q. Catiis
                                         Title:  Executive Directors


                                         SYNDICATION AGENT:

                                         BOOK RUNNER:

                                         CANADIAN IMPERIAL BANK OF COMMERCE


                                         By:  /s/ Nora Q. Catiis
                                         Name:    Nora Q. Catiis
                                         Title:  Authorized Signatory
<PAGE>
                                         BANKS:

                                         CREDIT LYONNAIS NEW YORK BRANCH

                                         By:  /s/ Barbara Kellc
                                         Name:    Barbara Kellc
                                         Title:  Managing Director
<PAGE>
                                         CIBC INC.


                                         By:  /s/ Nora Q. Catiis
                                         Name:  Nora Q. Catiis
                                         Title:  Authorized Signatory
<PAGE>
                                         BANK OF TEXAS, N.A.


                                         By:  /s/ H. Gale Smith, Jr.
                                              ----------------------
                                                  H. Gale Smith, Jr.
                                                  Senior Vice President
<PAGE>
                                         ARAB BANKING CORPORATION (B.S.C.)



                                         By:  /s/ Robert J. Ivosevich
                                         Name:  Robert J. Ivosevich
                                         Title:  Deputy General Manager

                                         By:  /s/ Charles F. Azzara
                                         Name:  Charles F. Azzara
                                         Title:  Vice President
<PAGE>
                                         THE BANK OF NOVA SCOTIA

                                         By:  /s/ M.D. Smith
                                         Name:  M. D. Smith
                                         Title:  Agent, Operations
<PAGE>
                                         SOUTHWEST BANK OF TEXAS, N.A.


                                         By: /s/ Laura McWilliams
                                         Name:  Laura McWilliams
                                         Title:  Senior Vice President
<PAGE>
                                         WELLS FARGO BANK TEXAS, N.A.


                                         By:  /s/ T. Alan Smith
                                         Name:  T. Alan Smith
                                         Title:  Vice President
<PAGE>
                                         RZB FINANCE LLC

                                         By:  /s/ John A. Valiska
                                         Name:  John A. Valiska
                                         Title:  Vice President

                                         By:  /s/ Eric Salat
                                         Name:  Eric Salat
                                         Title:  Vice President

<PAGE>
                                   EXHIBIT A-1

                             FORM OF REVOLVING NOTE

                                 PROMISSORY NOTE

         [$_____________]                                        [_______], 2002

         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.
<PAGE>
         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 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 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                                                         June 14, 2002

         FOR VALUE RECEIVED, Willbros Group, Inc. ("Maker"), a corporation
organized and existing under the laws of Panama, promises to pay to the order of
Southwest Bank of Texas, N.A. ("Payee") at its office in Houston, Texas
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 Credit Agreement (as amended, modified, supplemented and
restated, the "Credit Agreement") dated as of June 14, 2002, 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 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 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
Joint Book Runner; CIBC World Market Corp., as Joint Lead Arranger and Joint
Book Runner; and Canadian Imperial Bank of Commerce, as Syndication Agent, are
parties to that certain Credit Agreement dated as of June 14, 2002, as 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, 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. 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]

                               ___________, ______




Southwest Bank of Texas, N.A.
  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 Joint Book Runner; CIBC World Markets Corp.,
as Joint Lead Arranger and Joint Book Runner; Canadian Imperial Bank of
Commerce, as Syndication Agent, are parties to that certain Credit Agreement
dated as of June 14, 2002, as 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, 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. 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 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 that certain Credit Agreement
dated as of June 14, 2002, as 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 Credit Agreement dated as of June 14, 2002
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 Joint Book Runner; CIBC World Markets Corp., as Joint
Lead Arranger and Joint Book Runner; and Canadian Imperial Bank of Commerce, as
Syndication Agent named therein (as 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 Credit Agreement dated as of June 14,
2002, 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 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, 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
June 14, 2002, 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 June 14, 2002 (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>
         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:
<PAGE>
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 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.


                                       2
<PAGE>
         "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 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:

         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 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.


                                       3
<PAGE>
         "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.

         "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.


                                       4
<PAGE>
         "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.

         "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.


                                       5
<PAGE>
         "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.

         "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


                                       6
<PAGE>
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;

                           (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.


                                       7
<PAGE>
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.

                  (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.


                                       9
<PAGE>
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 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:


                                       10
<PAGE>
                               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.

         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.


                                       11
<PAGE>
                  (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 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


                                       12
<PAGE>
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

                  (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
<PAGE>
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 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


                                       14
<PAGE>
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 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.


                                       15
<PAGE>
                           (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 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


                                       16
<PAGE>
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 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 affected by any claim or potential claim of the Mortgagor


                                       17
<PAGE>
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 respect of the sale and
transfer of the Vessel and for that purpose the Mortgagor hereby


                                       18
<PAGE>
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 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


                                       19
<PAGE>
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:

              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 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:       [_____] mts.

                      Breadth:              [_____] mts.

                      Depth:                [_____]   mts.

                      Tons Gross:           [________]

                      Tons Net:             [________]

         having International Call Signs [______] and Provisional Patente of
         Navigation Number [________], and which appears registered in favour of
         the Mortgagor at the [Microfilm (Mercantile) Section] of the [St.
         Vincent and the Grenadines Maritime Commission located in Geneva,
         Switzerland] 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 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.


                                       12
<PAGE>

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

        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.


                                       13
<PAGE>

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.

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.


                                       14
<PAGE>

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.

                  (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:


                                       15
<PAGE>

         (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) 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.


                                       17
<PAGE>

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 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.


                                       18
<PAGE>

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 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.


                                       19
<PAGE>

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.

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.


                                       20
<PAGE>

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 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:


                                       21
<PAGE>

                             CREDIT LYONNAIS NEW YORK BRANCH
                             1301 Avenue of the Americas
                             New York, New York 10019
                             U.S.A.
                             Attn.: Loan Administration


                                       22
<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]


                                       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 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


                                       8
<PAGE>

named on Schedule 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


                                       9
<PAGE>

contractor, 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


                                       10
<PAGE>

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 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


                                       11
<PAGE>

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 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


                                       12
<PAGE>

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
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.


                                       13
<PAGE>

         (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 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.


                                       14
<PAGE>

         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
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:


                                       15


<PAGE>
(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;

(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


                                       16
<PAGE>
      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 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


                                       17
<PAGE>
      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.

                                   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


                                       18
<PAGE>
      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.

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


                                       19
<PAGE>
      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
      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.


                                       20
<PAGE>
                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                       21
<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 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 that certain Credit Agreement dated as of June 14, 2002
(as 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 Credit Agreement dated as of June 14, 2002, 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 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. 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


                                       8
<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>
                                    ACKNOWLEDGED AND AGREED BY:



                                    WILLBROS GROUP, INC.

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________



                                    WILLBROS U.S.A., INC.

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________



                                    WILLBROS INTERNATIONAL, INC.

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________



                                    WILLBROS WEST AFRICA, INC.

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________



                                    MSI ENERGY SERVICES INC.

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________



                                    WILLBROS (NIGERIA) LIMITED

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                       3
<PAGE>
                                    WILLBROS (OFFSHORE) NIGERIA LIMITED

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________



                                    ROGERS & PHILLIPS, INC.

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________




                                    CONSTRUCTORA CAMSA, C.A.

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________




                                       4
<PAGE>
                                    WILLBROS OPERATING SERVICES, INC.

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________




                                    WILLBROS ENERGY SERVICES COMPANY

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________




                                    WILLBROS MARINE ASSETS, INC.

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________




                                    INTERNATIONAL PIPELINE EQUIPMENT, INC.

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________




                                    WILLBROS MIDDLE EAST, INC.

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________




                                       5
<PAGE>
                                    WILLBROS ENGINEERS, INC.

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________




                                    ESCA EQUIPMENT SERVICE C.A.

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________



                                    WILLBROS TRANSANDINA, S.A.

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________




                                    WILLBROS OPERATING SERVICES, INC.


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________




                                    WILLBROS CONSTRUCTORS, INC.


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________




                                       6
<PAGE>
                                    CREDIT LYONNAIS NEW YORK BRANCH,


                                    as Agent and as Issuing Bank

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________



                                       7
<PAGE>
                                    EXHIBIT P

                      FORM OF COMMITMENT INCREASE AGREEMENT

                          COMMITMENT INCREASE AGREEMENT


         [NAME OF BANK], hereby agrees hereby agrees with Willbros Group, Inc.
and its subsidiaries party to the Credit Agreement described below (the
"Obligors") and with Credit Lyonnais New York Branch, as Agent and as Issuing
Bank under the Credit Agreement as follows:

         The undersigned hereby agrees and confirms that, as of the date hereof,
it (a) intends to increase its Commitment under the Credit Agreement dated as of
June 14, 2002 among the Willbros Group, Inc.; the Designated Subsidiaries from
time to time; the several financial institutions parties 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; Canadian Imperial Bank of Commerce, as
Syndication Agent (as such agreement is amended from time to time in accordance
with its terms, the "Credit Agreement"; capitalized terms used herein and not
otherwise defined having the meanings set forth therein), to an amount equal to
$____________ in connection with the proposed increase of the Total Commitment
pursuant to Section 4.8 of the Credit Agreement to $__________.

         The effective date for this Commitment Increase Agreement and for the
increase of the undersigned's commitment as set forth in the preceding paragraph
shall be the date the related increase in the Total Commitment becomes effective
in accordance with the terms of Section 4.8 of the Credit Agreement (the
"Effective Date").

         This Commitment Increase Agreement shall be construed as a contract
governed in accordance with the laws of the State of New York.

         IN WITNESS WHEREOF this Commitment Increase Agreement is executed and
delivered as of the ___ day of _________, 20__.

                                    [NAME OF BANK]



                                    ____________________________________________
                                    By:_________________________________________
                                    Title:______________________________________
<PAGE>
                                    ACKNOWLEDGED AND AGREED BY:




                                    WILLBROS GROUP, INC.

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________




                                    WILLBROS U.S.A., INC.

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________




                                    WILLBROS INTERNATIONAL, INC.

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________




                                    WILLBROS WEST AFRICA, INC.


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________



                                    MSI ENERGY SERVICES, INC.

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________




                                       2
<PAGE>
                                     WILLBROS (NIGERIA) LIMITED

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________




                                    ROGERS & PHILLIPS, INC.

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________




                                    CONSTRUCTORA CAMSA, C.A.

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________




                                    WILLBROS OPERATING SERVICES, INC.

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________




                                    WILLBROS ENERGY SERVICES COMPANY

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________





                                       3
<PAGE>
                                    WILLBROS MARINE ASSETS, INC.


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________




                                    INTERNATIONAL PIPELINE EQUIPMENT, INC.

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________




                                    WILLBROS MIDDLE EAST, INC.

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________




                                    WILLBROS ENGINEERS, INC.

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________




                                    ESCA EQUIPMENT SERVICE C.A.

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________



                                       4
<PAGE>
                                    WILLBROS (OVERSEAS) LIMITED

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________




                                    WILLBROS TRANSANDINA, S.A.

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________



                                    WILLBROS CONSTRUCTORS, INC.

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________



                                    WILLBROS (OFFSHORE) NIGERIA LIMITED

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________





                                    CREDIT LYONNAIS NEW YORK BRANCH,
                                    as Agent and as Issuing Bank

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________




                                       5
<PAGE>
                                   EXHIBIT Q-1

                      FORM OF SWINGLINE RESTRICTION NOTICE


                            [Letterhead of the Agent]

                               ___________, ______





         Southwest Bank of Texas, N.A.
           as the Swingline Bank
         [address]
         Attention:______________________

                Re:        Swingline Restriction Notice

         Ladies and Gentlemen:

         Reference is made to the Credit Agreement dated as of June 14, 2002 (as
amended from time to time in accordance with its terms, the "Credit Agreement")
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 Joint Book Runner; CIBC
World Markets Corp., as Joint Lead Arranger and Joint Book Runner; Canadian
Imperial Bank of Commerce, as Syndication Agent. 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]

                               ___________, ______





         Southwest Bank of Texas, N.A.
           as the Swingline Bank
         [address]
         Attention:______________________

                Re:        Termination of Swingline Restriction Notice

         Ladies and Gentlemen:

         Reference is made to the Credit Agreement dated as of June 14, 2002 (as
amended from time to time in accordance with its terms, the "Credit Agreement")
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 Joint Book Runner; CIBC
World Markets Corp., as Joint Lead Arranger and Joint Book Runner; Canadian
Imperial Bank of Commerce, as Syndication Agent. 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
cancelling 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:______________________________________