<PAGE>

                                                                    EXHIBIT 4.04

                      AMENDED AND RESTATED CREDIT AGREEMENT

      ($250,000,000 REVOLVING LOAN FACILITY WITH ACCORDION TO $300,000,000)

                           DATED AS OF JANUARY 2, 2004

                                      AMONG

                        OCEANEERING INTERNATIONAL, INC.,

                                  AS BORROWER,

                             WELLS FARGO BANK, N.A.

            AS ADMINISTRATIVE AGENT AND LEAD ARRANGER AND AS A LENDER
                                 AND L/C ISSUER,

                                 HSBC BANK USA,
                             AS DOCUMENTATION AGENT,

                                 COMERICA BANK,
                              AS SYNDICATION AGENT

                                       AND

                       THE OTHER LENDERS NOW OR HEREAFTER

                                 PARTIES HERETO

<PAGE>

<TABLE>
<S>                                                                                                              <C>
SECTION 1.  Definitions....................................................................................       1

    Section 1.1  Certain Defined Terms.....................................................................       1
    Section 1.2  Miscellaneous.............................................................................      20

SECTION 2.  Commitments and Credit Extensions..............................................................      20

    Section 2.1  Revolving Loans...........................................................................      20
    Section 2.2  Swing Line Loans..........................................................................      21
    Section 2.3  Letters of Credit.........................................................................      23
    Section 2.4  Terminations or Reductions of Commitments.................................................      29
    Section 2.5  Fees......................................................................................      30
    Section 2.6  Several Obligations.......................................................................      30
    Section 2.7  Notes.....................................................................................      30
    Section 2.8  Use of Proceeds...........................................................................      31
    Section 2.9  Increase of Commitments...................................................................      31
    Section 2.10 Non-Application of Chapter 346 of Texas Finance Code......................................      32

SECTION 3.  Borrowings, Payments, Prepayments and Interest Options.........................................      32

    Section 3.1  Borrowings................................................................................      32
    Section 3.2  Payments; Prepayments.....................................................................      32
    Section 3.3  Interest Options..........................................................................      33

SECTION 4.  Payments; Pro Rata Treatment; Computations, Etc................................................      37

    Section 4.1  Payments..................................................................................      37
    Section 4.2  Pro Rata Treatment........................................................................      39
    Section 4.3  Certain Actions, Notices, Etc.............................................................      39
    Section 4.4  Non-Receipt of Funds by Agent.............................................................      39
    Section 4.5  Sharing of Payments, Etc..................................................................      40

SECTION 5.  Conditions Precedent to Credit Extensions......................................................      40

    Section 5.1  Initial Credit Extensions.................................................................      40
    Section 5.2  All Credit Extensions.....................................................................      42

SECTION 6.  Representations and Warranties.................................................................      42

    Section 6.1  Organization..............................................................................      42
    Section 6.2  Financial Statements......................................................................      42
    Section 6.3  Enforceable Obligations; Authorization....................................................      43
    Section 6.4  Other Debt................................................................................      43
    Section 6.5  Litigation................................................................................      43
    Section 6.6  Taxes.....................................................................................      43
    Section 6.7  Regulations U and X.......................................................................      43
    Section 6.8  Subsidiaries..............................................................................      43
    Section 6.9  No Untrue or Misleading Statements........................................................      43
    Section 6.10 ERISA.....................................................................................      44
    Section 6.11 Investment Company Act....................................................................      44
    Section 6.12 Public Utility Holding Company Act........................................................      44
    Section 6.13 Fiscal Year...............................................................................      44
    Section 6.14 Compliance................................................................................      44
</TABLE>

                                      -2-
<PAGE>

<TABLE>
<S>                                                                                                               <C>
    Section 6.15  Environmental Matters.....................................................................      44
    Section 6.16  Tax Shelter Regulations...................................................................      45

SECTION 7.   Affirmative Covenants..........................................................................      45

    Section 7.1   Taxes, Existence, Regulations, Property, Etc..............................................      45
    Section 7.2   Financial Statements and Information......................................................      45
    Section 7.3   Financial Tests...........................................................................      46
    Section 7.4   Inspection................................................................................      47
    Section 7.5   Further Assurances........................................................................      47
    Section 7.6   Books and Records.........................................................................      47
    Section 7.7   Insurance.................................................................................      47
    Section 7.8   Notice of Certain Matters.................................................................      47
    Section 7.9   Capital Adequacy..........................................................................      48
    Section 7.10  ERISA Information and Compliance..........................................................      48

SECTION 8.   Negative Covenants.............................................................................      49

    Section 8.1  Limitations on Indebtedness and Preferred Stock of Restricted
             Subsidiaries...................................................................................      49
    Section 8.2   Priority Liabilities......................................................................      49
    Section 8.3   Limitations on Liens......................................................................      50
    Section 8.4   Dividends, Stock Purchases and  Restricted Investments....................................      52
    Section 8.5   Mergers, Consolidations and Sales of Assets...............................................      54
    Section 8.6   Limitation on Restricted Agreements.......................................................      56
    Section 8.7   Nature of Business........................................................................      57
    Section 8.8   Transactions with Affiliates..............................................................      57
    Section 8.9   Designation of Subsidiaries, Etc..........................................................      57

SECTION 9.   Defaults.......................................................................................      58

    Section 9.1   Events of Default.........................................................................      58
    Section 9.2   Right of Setoff...........................................................................      61
    Section 9.3   Remedies Cumulative.......................................................................      61

SECTION 10.   Agent.........................................................................................      61

    Section 10.1  Appointment, Powers and Immunities........................................................      61
    Section 10.2  Reliance..................................................................................      62
    Section 10.3  Defaults..................................................................................      62
    Section 10.4  Material Written Notices..................................................................      63
    Section 10.5  Rights as a Lender........................................................................      63
    Section 10.6  Indemnification...........................................................................      63
    Section 10.7  Non-Reliance on Agent and Other Lenders...................................................      63
    Section 10.8  Failure to Act............................................................................      64
    Section 10.9  Resignation or Removal of Agent...........................................................      64
    Section 10.10 No Partnership............................................................................      65
    Section 10.11 Authority of Agent........................................................................      65
    Section 10.12 Documentation Agent and Syndication Agent.................................................      65

SECTION 11.   Miscellaneous.................................................................................      65

    Section 11.1  Waiver....................................................................................      65
</TABLE>

                                      -3-
<PAGE>

<TABLE>
<S>                                                                                                               <C>
    Section 11.2  Notices...................................................................................      65
    Section 11.3  Expenses, Etc.............................................................................      66
    Section 11.4  Indemnification...........................................................................      66
    Section 11.5  Amendments, Etc...........................................................................      67
    Section 11.6  Successors and Assigns....................................................................      67
    Section 11.7  Limitation of Interest....................................................................      70
    Section 11.8  Survival..................................................................................      70
    Section 11.9  Captions..................................................................................      71
    Section 11.10 Counterparts..............................................................................      71
    Section 11.11 Governing Law.............................................................................      71
    Section 11.12 Severability..............................................................................      71
    Section 11.13 Tax Forms.................................................................................      71
    Section 11.14 Conflicts Between This Agreement and the Other Loan Documents.............................      71
    Section 11.15 Limitation on Charges; Substitute Lenders; Non-Discrimination.............................      72
    Section 11.16 Confidentiality...........................................................................      72
    Section 11.17 Refinancing of Obligations Under Existing Credit Agreement................................      73
    Section 11.18 Waiver of Right to Trial by Jury..........................................................      73
    Section 11.19 NOTICE PURSUANT TO TEX. BUS. & COMM. CODE SECTION 26.02...................................      73
</TABLE>

EXHIBITS

    A -- Request for Extension of Credit
    B -- Rate Designation Notice
    C -- Revolving Note
    D -- Assignment and Acceptance
    E -- Compliance Certificate
    F -- Subsidiaries
    G -- Existing Affiliates
    H -- Existing Investments
    I -- Existing Indebtedness and Liens
    J -- Swing Line Note

                                      -4-
<PAGE>

                      AMENDED AND RESTATED CREDIT AGREEMENT

         THIS AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") is made
and entered into as of January 2, 2004 (the "Effective Date"), by and among
OCEANEERING INTERNATIONAL, INC., a Delaware corporation (together with its
permitted successors and assigns, herein called the "Borrower"); each of the
lenders which is or may from time to time become a party hereto (individually, a
"Lender" and, collectively, the "Lenders"); HSBC BANK USA, as Documentation
Agent; COMERICA BANK, as Syndication Agent and WELLS FARGO BANK, N.A., a
national banking association, as administrative agent and lead arranger (in such
capacity, together with its successors in such capacity, the "Administrative
Agent" or "Agent").

         The Borrower, certain of the Lenders and Wells Fargo Bank, N.A., as
agent ("Existing Agent") previously entered into that certain Credit Agreement
dated as of July 1, 2003 (as amended prior to the date hereof, the "Existing
Credit Agreement").

         The parties hereto desire to amend and restate such Existing Credit
Agreement in its entirety and refinance the "Obligations" thereunder by
providing (a) an initial Aggregate Commitment of $250,000,000 and (b) an option
for the Borrower to increase such Aggregate Commitment to an amount not
exceeding $300,000,000, subject to the terms and conditions hereof.

         Accordingly, the parties hereto agree to amend and restate the Existing
Credit Agreement in its entirety as follows:

SECTION 1. DEFINITIONS.

         Section 1.1. Certain Defined Terms.

         In this Agreement, terms defined above shall have the meanings ascribed
to them above. Unless a particular term, word or phrase is otherwise defined or
the context otherwise requires, capitalized terms, words and phrases used herein
or in the Loan Documents (as hereinafter defined) have the following meanings
(all definitions that are defined in this Agreement or in the Loan Documents in
the singular have the same meanings when used in the plural and vice versa):

         "Additional Interest" means the aggregate of all amounts accrued or
paid pursuant to the Notes or any of the other Loan Documents (other than
interest on the Notes at the Stated Rate) which, under applicable laws, are or
may be deemed to constitute interest on the indebtedness evidenced by the Notes
or any other amounts owing under any Loan Document.

         "Adjusted LIBOR" means, with respect to each Interest Period applicable
to a LIBOR Borrowing, a rate per annum equal to the quotient, expressed as a
percentage, of (a) LIBOR with respect to such Interest Period divided by (b)
1.0000 minus the Eurodollar Reserve Requirement in effect on the first day of
such Interest Period.

         "Administrative Questionnaire" means an Administrative Questionnaire in
a form supplied by the Agent.

         "Affiliate" means any Person controlling, controlled by or under common
control with any other Person. For purposes of this definition, "control"
(including "controlled by" and

                                      -1-
<PAGE>

"under common control with") means the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting securities or otherwise.

         "Aggregate Commitments" means the aggregate amount of the Commitments
of all the Lenders, which initially shall be $250,000,000, but which may be
increased pursuant to Section 2.9 hereof.

         "Agreement" means this Credit Agreement, as it may from time to time be
amended, modified, restated or supplemented.

         "Annual Financial Statements" means the consolidated annual financial
statements of Borrower and its Subsidiaries, including all notes thereto, which
statements shall include a consolidated balance sheet as of the end of the
fiscal year relating thereto and a consolidated income statement and a
consolidated statement of cash flows for such fiscal year, all setting forth in
comparative form the corresponding figures from the previous fiscal year, all
prepared in conformity with GAAP in all material respects, and accompanied by
the opinion of independent certified public accountants of recognized national
standing, which shall state that such financial statements present fairly in all
material respects the consolidated financial position of the applicable Persons
as of the date thereof and the results of consolidated operations of the
applicable Persons for the period covered thereby in conformity with GAAP. As
long as Borrower files an annual report on Form 10-K with the Securities and
Exchange Commission, such report and related financial statements, including
notes thereto and opinion of independent certified public accountants, included
thereon shall be considered the "Annual Financial Statements".

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

         "Assignment and Acceptance" shall have the meaning ascribed to such
term in Section 11.6(b) hereof.

         "Bankruptcy Code" means the United States Bankruptcy Code, as amended,
and any successor statute.

         "Base Rate" means for any day a rate per annum equal to the lesser of
(a) the then applicable Margin Percentage from time to time in effect plus the
greater of (1) the Prime Rate for that day and (2) the Federal Funds Rate for
that day plus 1/2 of 1% or (b) the Ceiling Rate. If for any reason Agent shall
have determined (which determination shall be prima facie evidence of the
correctness thereof) that it is unable to ascertain the Federal Funds Rate for
any reason, including, without limitation, the inability or failure of Agent to
obtain sufficient quotations in accordance with the terms hereof, the Base Rate
shall, until the circumstances giving rise to such inability no longer exist, be
the lesser of (a) the Prime Rate plus the then applicable Margin Percentage from
time to time in effect or (b) the Ceiling Rate.

         "Base Rate Borrowing" means that portion of the principal balance of
the Loans at any time bearing interest at the Base Rate.

                                      -2-
<PAGE>

         "Borrowing" means a Revolving Borrowing or a Swing Line Borrowing, as
the context may require.

         "Business Day" means any day other than a day on which commercial banks
are authorized or required to close in Houston, Texas.

         "Capitalized Lease" means any lease the obligation for Rentals with
respect to which is required to be capitalized on a consolidated balance sheet
of the lessee and its subsidiaries in accordance with GAAP.

         "Ceiling Rate" means, on any day, with respect to any Lender, the
maximum nonusurious rate of interest, if any, permitted for that day under the
law then applicable to such Lender, stated as a rate per annum. On each day, if
any, that the Texas Finance Code establishes the Ceiling Rate for any Lender,
the Ceiling Rate for such Lender shall be the "weekly ceiling" (as defined in
Section 303 of the Texas Finance Code) for that day. Agent may from time to
time, as to current and future balances, implement any other ceiling under the
Texas Finance Code by notice to Borrower, if and to the extent applicable to any
Lender and permitted by the Texas Finance Code. Without notice to Borrower or
any other person or entity, the Ceiling Rate shall automatically fluctuate
upward and downward as and in the amount by which such maximum nonusurious rate
of interest permitted by applicable law fluctuates. Notwithstanding any choice
of law set forth herein or in any other Loan Document, to the maximum extent
permitted under applicable laws, any Lender may elect to have the usury laws of
another jurisdiction apply to the Note and the Loans held by such Lender.

         "Change of Control" shall be deemed to have occurred if any person (as
such term is used in Section 13(d) and Section 14(d)(2) of the Exchange Act as
in effect on the date of the Closing) or related persons constituting a group
(as such term is used in Rule 13d-5 under the Exchange Act), other than an
Affiliate described on Exhibit G, (i) become the "beneficial owners" (as such
term is used in Rule 13d-3 under the Exchange Act as in effect on the date
hereof), directly or indirectly, of more than 50% of the total voting power of
all classes then outstanding of Borrower's Voting Stock, or (ii) acquire after
the date hereof (x) the power to elect, appoint or cause the election or
appointment of at least a majority of the members of the board of directors of
Borrower, through beneficial ownership of the capital stock of Borrower or
otherwise, or (y) all or substantially all of the properties and assets of
Borrower.

         "Code" means the Internal Revenue Code of 1986, as amended, as now or
hereafter in effect, together with all regulations, rulings and interpretations
thereof or thereunder by the Internal Revenue Service.

         "Commitment" means, as to any Lender, the obligation, if any, of such
Lender to (a) make Revolving Loans pursuant to Section 2.1, (b) purchase
participations in L/C Obligations, and (c) purchase participations in Swing Line
Loans, in an aggregate principal amount at any one time outstanding up to (but
not exceeding) the amount, if any, set forth opposite such Lender's name on the
signature pages hereof under the caption "Commitment", or otherwise provided for
in an Assignment and Acceptance Agreement (as the same may be reduced from time
to time pursuant to Section 2.4 hereof or increased pursuant to Section 2.9).

         "Commitment Percentage" means, as to any Lender, the percentage
equivalent of a fraction the numerator of which is the amount of such Lender's
Commitment (or if the

                                      -3-
<PAGE>

Commitments and the obligation of the L/C Issuer to make L/C Credit Extensions
have terminated, such Lender's outstanding Loans and L/C Obligations) and the
denominator of which is the Aggregate Commitments (or if the Commitments and the
obligation of the L/C Issuer to make L/C Credit Extensions have terminated, the
aggregate amount of all outstanding Loans and L/C Obligations).

         "Compliance Certificate" shall have the meaning given to it in Section
7.2(c) hereof.

         "Consolidated Adjusted Net Worth" means as of the date of any
determination thereof Consolidated Net Worth excluding, to the extent included
in the determination of Consolidated Net Worth, any accumulated foreign currency
translation adjustments or impairments as determined in accordance with GAAP.

         "Consolidated EBITDA" for any period means the sum of (a)(i)
Consolidated Net Income during such period plus (to the extent deducted in
determining Consolidated Net Income), (ii) all provisions for any Federal, state
or local income taxes made by Borrower and its Restricted Subsidiaries during
such period, (iii) all provisions for depreciation and amortization (other than
amortization of debt discount) made by Borrower and its Restricted Subsidiaries
during such period, (iv) any other non-cash charge to the extent such non-cash
charge reduces Consolidated Net Income (as reduced by any adjustment for the
amount of cash pay-outs of non-cash charges from prior fiscal periods), and (v)
Consolidated Interest Expense during such period, minus (b) any gains or losses
on the sale or other disposition of Investments or fixed or capital investments
(other than gains or losses in the ordinary course of business as determined in
accordance with GAAP), and any taxes on such excluded gains and any tax
deductions or credits on account of any such excluded losses, all determined on
a consolidated basis in accordance with GAAP.

         "Consolidated Indebtedness" means all Indebtedness of Borrower and its
Restricted Subsidiaries, determined on a consolidated basis eliminating
intercompany items.

         "Consolidated Interest Expense" means for any period all interest
(including the interest component on Rentals on Capitalized Leases) and all
amortization of debt discount and expense on any particular Indebtedness
(including, without limitation, payment-in-kind, zero coupon and other like
Securities) of Borrower and its Restricted Subsidiaries for which such
calculations are being made as determined in accordance with GAAP. Computations
of Consolidated Interest Expense on a pro-forma basis for Indebtedness having a
variable interest rate shall be calculated at the rate in effect on the date of
any determination.

         "Consolidated Net Income" for any period means the gross revenues of
Borrower and its Restricted Subsidiaries for such period less all expenses and
other proper charges (including taxes on income), determined on a consolidated
basis after eliminating earnings or losses attributable to outstanding Minority
Interests, but excluding in any event:

                  (a) the proceeds of any life insurance policy;

                  (b) net earnings and losses of any Restricted Subsidiary of
Borrower accrued prior to the date it became a Restricted Subsidiary of
Borrower;

                  (c) net earnings and losses of any Corporation (other than a
Restricted Subsidiary of Borrower), substantially all the assets of which have
been acquired in any manner by

                                      -4-
<PAGE>

Borrower or any of its Restricted Subsidiaries, realized by such Corporation
prior to the date of such acquisition;

                  (d) net earnings and losses of any Corporation (other than a
Restricted Subsidiary of Borrower) with which Borrower or a Restricted
Subsidiary of Borrower shall have consolidated or which shall have merged into
or with Borrower or a Restricted Subsidiary of Borrower prior to the date of
such consolidation or merger;

                  (e) net earnings of any business entity (other than a
Restricted Subsidiary of Borrower) in which Borrower or any Restricted
Subsidiary of Borrower has an ownership interest unless such net earnings shall
have actually been received by Borrower or such Restricted Subsidiary of
Borrower in the form of cash distributions;

                  (f) any portion of the net earnings of any Restricted
Subsidiary of Borrower which for any reason is unavailable for payment of
dividends to Borrower or any other Restricted Subsidiary of Borrower;

                  (g) earnings and losses resulting from any reappraisal,
revaluation, write-up or write-down of assets other than in the ordinary course
of business;

                  (h) any reversal of any contingency reserve to the extent such
contingency reserve was taken prior to the date of the Effective Date, but
including in any determination of Consolidated Net Income changes in estimates
made in accordance with GAAP; and

                  (i) any other extraordinary gain or loss, including, without
limitation, the cumulative effect of changes to GAAP.

         "Consolidated Net Worth" means, as of the date of any determination
thereof the amount of the capital stock accounts (net of treasury stock, at
cost) plus (or minus in the case of a deficit) the surplus in retained earnings
of Borrower and its Restricted Subsidiaries as determined in accordance with
GAAP.

         "Consolidated Total Capitalization" means as of the date of the end of
the most recent prior fiscal quarter, the sum of (a) Consolidated Indebtedness
plus (b) Consolidated Adjusted Net Worth.

         "Controlled Group" means all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with Borrower, are treated as a single employer
under Section 414 of the Code.

         "Corporation" means any corporation, limited liability company,
partnership, joint venture, joint stock association, business trust and other
business entity.

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

         "Debt to Capitalization Ratio" means, as of any day, the ratio,
expressed as a percentage, of (a) Consolidated Indebtedness as of such date to
(b) Consolidated Total Capitalization as of such date.

                                      -5-
<PAGE>

         "Default" means an Event of Default or an event which with notice or
lapse of time or both would, unless cured or waived, become an Event of Default.

         "Distribution" in respect of Borrower and its Restricted Subsidiaries
means:

                  (a) dividends or other distributions on capital stock
(including, without limitation, preferred stock) of a corporation (except
dividends or other distributions payable solely in shares of common stock of
such Corporation and dividends made to Borrower by any of its Restricted
Subsidiaries); and

                  (b) redemption, acquisition or retirement of any shares of its
capital stock or warrants, rights or other options to purchase any shares of its
capital stock (other than the redemption, acquisition or retirement by Borrower
or any of its Restricted Subsidiaries of any shares of capital stock of a
Restricted Subsidiary of Borrower).

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

         "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender;
(c) an Approved Fund; and (d) any other Person (other than a natural person)
approved by (i) the Agent, the L/C Issuer and the Swing Line Lender and (ii)
unless an Event of Default has occurred and is continuing, the Borrower (each
such approval not to be unreasonably withheld or delayed); provided that
notwithstanding the foregoing, "Eligible Assignee" shall not include the
Borrower or any of the Borrower's Affiliates or Subsidiaries.

         "Environmental Claim" means any third party (including Governmental
Authorities and employees) action, lawsuit, claim or proceeding (including
claims or proceedings at common law or under the Occupational Safety and Health
Act or similar laws relating to safety of employees) which seeks to impose
liability for (i) noise; (ii) pollution or contamination of the air, surface
water, ground water or land or the clean-up of such pollution or contamination;
(iii) solid, gaseous or liquid waste generation, handling, treatment, storage,
disposal or transportation; (iv) exposure to Hazardous Substances; (v) the
safety or health of employees or (vi) the manufacture, processing, distribution
in commerce or use of Hazardous Substances. An "Environmental Claim" includes,
but is not limited to, a common law action, as well as a proceeding to issue,
modify or terminate an Environmental Permit, or to adopt or amend a regulation
to the extent that such a proceeding attempts to redress violations of an
applicable permit, license, or regulation as alleged by any Governmental
Authority.

         "Environmental Liabilities" means all liabilities arising from any
Environmental Claim, Environmental Permit or Requirement of Environmental Law
under any theory of recovery, at law or in equity, and whether based on
negligence, strict liability or otherwise, including but not limited to:
remedial, removal, response, abatement, investigative, monitoring, personal
injury and damage to Property or injuries to persons, and any other related
costs, expenses, losses, damages, penalties, fines, liabilities and obligations,
and all costs and expenses necessary to cause the issuance, reissuance or
renewal of any Environmental Permit including reasonable attorneys' fees and
court costs.

         "Environmental Permit" means any permit, license, approval or other
authorization under any applicable Legal Requirement relating to pollution or
protection of health or the environment, including laws, regulations or other
requirements relating to emissions, discharges, releases or threatened releases
of pollutants, contaminants or hazardous substances or toxic

                                      -6-
<PAGE>

materials or wastes into ambient air, surface water, ground water or land, or
otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport, or handling of pollutants, contaminants or
Hazardous Substances.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and all rules, regulations, rulings and
interpretations adopted by the Internal Revenue Service or the U.S. Department
of Labor thereunder.

         "Eurodollar Rate" means for any day during an Interest Period for a
LIBOR Borrowing a rate per annum equal to the lesser of (a) the sum of (1) the
Adjusted LIBOR in effect on the first day of such Interest Period plus (2) the
then applicable Margin Percentage from time to time in effect and (b) the
Ceiling Rate. Each Eurodollar Rate is subject to adjustments as provided for in
Sections 3.3(c) and 11.15 hereof.

         "Eurodollar Reserve Requirement" means, on any day, that percentage
(expressed as a decimal fraction and rounded, if necessary, to the next highest
one ten thousandth [.0001]) which is in effect on such day for determining all
reserve requirements (including, without limitation, basic, supplemental,
marginal and emergency reserves) applicable to "Eurocurrency liabilities," as
currently defined in Regulation D. Each determination of the Eurodollar Reserve
Requirement by Agent shall be conclusive and binding, absent manifest error, and
may be computed using any reasonable averaging and attribution method.

         "Event of Default" shall have the meaning assigned to it in Section 9.1
hereof.

         "Existing L/Cs" means the one or more letters of credit issued by the
Existing Agent under the Existing Credit Agreement for the account of the
Borrower before the date of this Agreement and that are described on Schedule
2.3.

         "Existing L/C Obligations" means the total undrawn face amount of
outstanding Existing L/Cs.

         "Facility Fee Percentage" means (i) on any day prior to Agent's receipt
of the Quarterly Financial Statements and Compliance Certificate required by
Sections 7.2(b) and 7.2(c) hereof for the fiscal quarter ending December 31,
2003, 0.25% and (ii) on and after the date of delivery of such Quarterly
Financial Statements and Compliance Certificate, the applicable per annum
percentage set forth at the appropriate intersection in the table shown below,
based on the Debt to Capitalization Ratio as of the last day of the most
recently ended fiscal quarter of Borrower calculated by Agent as soon as
practicable after receipt by Agent of all financial reports required under this
Agreement with respect to such fiscal quarter (including a Compliance
Certificate) (provided, however, that if the Facility Fee Percentage is
increased as a result of the reported Debt to Capitalization Ratio, such
increase shall be retroactive to the date that Borrower was obligated to deliver
such financial reports to Agent pursuant to the terms of this Agreement and
provided further, however, that if the Facility Fee Percentage is decreased as a
result of the reported Debt to Capitalization Ratio, and such financial reports
are delivered to Agent not more than ten (10) calendar days after the date
required to be delivered pursuant to the terms of this Agreement, such decrease
shall be retroactive to the date that Borrower was obligated to deliver such
financial reports to Agent pursuant to the terms of this Agreement) and provided
further, however, that if the Borrower consummates an acquisition of another
Person or substantially all the assets of another Person or makes an investment
in Medusa Spar LLC, then the Facility Fee

                                      -7-
<PAGE>

Percentage, commencing on the effective date of such acquisition or investment
and continuing through and including the date of Agent's receipt of the next
Quarterly Financial Statements and Compliance Certificate required by Sections
7.2(b) and 7.2(c), shall be based on the pro forma Debt to Capitalization Ratio
calculated after giving effect to such acquisition or investment:

<TABLE>
<CAPTION>
DEBT TO CAPITALIZATION RATIO                                     FACILITY FEE PERCENTAGE
<S>                                                              <C>
Greater than or equal to 45%                                              0.30%

Greater than or equal to 35% but less than 45%                            0.25%

Less than 35%                                                             0.20%
</TABLE>

         "Federal Funds Rate" means, for any day, a fluctuating interest rate
per annum equal for such day to 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) by the Federal Reserve Bank
of New York, or, if such rate is not so published for any such day which is a
Business Day, the average of the quotations for such day on such transactions
received by Agent from three Federal funds brokers of recognized standing
selected by Agent in its sole and absolute discretion.

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

         "Funding Loss" means, with respect to (a) Borrower's payment of
principal of a LIBOR Borrowing on a day prior to the last day of the applicable
Interest Period; (b) Borrower's failure to borrow a LIBOR Borrowing on the date
specified by Borrower; (c) Borrower's failure to make any prepayment of the
Revolving Loans (other than Base Rate Borrowings) on the date specified by
Borrower, or (d) any cessation of a Eurodollar Rate to apply to the Revolving
Loans or any part thereof pursuant to Section 3.3, in each case whether
voluntary or involuntary, any loss, expense, penalty, premium or liability
actually incurred by any Lender (including but not limited to any loss or
expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by any Lender to fund or maintain a Loan).

         "GAAP" means generally accepted accounting principles as in effect from
time to time in the United States of America.

         "Governmental Authority" means any foreign governmental authority, the
United States of America, any State of the United States, and any political
subdivision of any of the foregoing, and any central bank, agency, department,
commission, board, bureau, court or other tribunal having jurisdiction over
Agent, any Lender, Borrower or their respective Property.

         "Guaranty" means, with respect to any Person, any obligation (except
the endorsement in the ordinary course of business of negotiable instruments for
deposit or collection) of such Person guaranteeing or in effect guaranteeing any
Indebtedness, dividend or other obligation (other than performance obligations
(other than obligations for the payment of borrowed money)) of any other Person
in any manner, whether directly or indirectly, including (without limitation)
obligations incurred through an agreement, contingent or otherwise, by such
Person:

                                      -8-
<PAGE>

                  (a) to purchase such Indebtedness or obligation or any
property constituting security therefore;

                  (b) to advance or supply funds (i) for the purchase or payment
of such Indebtedness or obligation, or (ii) to maintain any working capital or
other balance sheet condition or any income statement condition of any other
Person or otherwise to advance or make available funds for the purchase or
payment of such Indebtedness or obligation;

                  (c) to lease properties or to purchase properties or services
primarily for the purpose of assuring the owner of such Indebtedness or
obligation of the ability of any other Person to make payment of the
Indebtedness or obligation; or

                  (d) otherwise to assure the owner of such Indebtedness or
obligation against loss in respect thereof.

In any computation of the Indebtedness or other liabilities of the obligor under
any Guaranty, the Indebtedness or other obligations that are the subject of such
Guaranty shall be assumed to be direct obligations of such obligor.

         "Hazardous Substance" means petroleum products and any hazardous or
toxic waste or substance defined or regulated as such from time to time by any
law, rule, regulation or order described in the definition of "Requirements of
Environmental Law".

         "Honor Date" has the meaning assigned to it in Section 2.3(c)(i).

         "ICC" has the meaning assigned to it in Section 2.3(h).

         "Increase Effective Date" has the meaning assigned to it in Section
2.9(b).

         "Indebtedness" with respect to any Person means, at any time, without
duplication,

                  (a) its liabilities for borrowed money;

                  (b) its liabilities for the deferred purchase price of
         property acquired by such Person (excluding accounts payable arising in
         the ordinary course of business but including all liabilities created
         or arising under any conditional sale or other title retention
         agreement with respect to any such property);

                  (c) all liabilities appearing on its balance sheet in
         accordance with GAAP in respect of Capitalized Leases;

                  (d) all liabilities for borrowed money secured by any Lien
         with respect to any property owned by such Person (whether or not it
         has assumed or otherwise become liable for such liabilities); provided
         that, solely in the case of liabilities of any Person not a Restricted
         Subsidiary or the Borrower secured by such a Lien, the amount of such
         Indebtedness shall be deemed to be the lesser of (i) the net book value
         of the property so encumbered and (ii) the amount of such liabilities;

                                      -9-
<PAGE>

                  (e) all its liabilities in respect of standby letters of
         credit or instruments serving a similar function issued or accepted for
         its account by banks and other financial institutions (other than those
         representing obligations for performance guarantees);

                  (f) Swaps of such Person; and

                  (g) any Guaranty of such Person with respect to liabilities
         (other than performance guaranties) of a type described in any of
         clauses (a) through (f) hereof;

provided, that in the case of computations of "Indebtedness" of Borrower or any
of its Restricted Subsidiary, notwithstanding clause (d) above, "Indebtedness"
shall not include Indebtedness secured by Liens permitted under Section 8.3(h).

         "Interest Coverage Ratio" means, as of the end of any fiscal quarter,
the ratio of (a) Consolidated EBITDA for the four quarter period preceding such
day to (b) Consolidated Interest Expense for such four quarter period.

         "Interest Options" means the Base Rate and each Eurodollar Rate, and
"Interest Option" means any of them.

         "Interest Payment Dates" means (a) for Base Rate Borrowings, the last
day of each March, June, September and December thereafter prior to the Maturity
Date, and the Maturity Date; and (b) for LIBOR Borrowings, the end of the
applicable Interest Period (and if such Interest Period exceeds three months'
duration, quarterly, commencing on the first quarterly anniversary of the first
day of such Interest Period) and the Maturity Date.

         "Interest Period" means, for each LIBOR Borrowing, a period commencing
on the date such LIBOR Borrowing began and ending on the numerically
corresponding day which is, subject to availability as set forth in Section
3.3(c)(iii), 1, 2, 3, 6 or twelve (12) months thereafter, as Borrower shall
elect in accordance herewith; provided, (1) unless Agent shall otherwise
consent, no Interest Period with respect to a LIBOR Borrowing shall commence on
a date earlier than three (3) Business Days after this Agreement shall have been
fully executed; (2) any Interest Period with respect to a LIBOR Borrowing which
would otherwise end on a day which is not a LIBOR Business Day shall be extended
to the next succeeding LIBOR Business Day, unless such LIBOR Business Day falls
in another calendar month, in which case such Interest Period shall end on the
next preceding LIBOR Business Day; (3) any Interest Period with respect to a
LIBOR Borrowing which begins on the last LIBOR 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 LIBOR Business
Day of the appropriate calendar month, and (4) no Interest Period for a Loan
shall ever extend beyond the Maturity Date.

         "Investments" shall mean all investments, in cash or by delivery of
property, made directly or indirectly in any property or assets or in any
Person, whether by acquisition of shares of capital stock, Indebtedness or other
obligations or Securities or by loan, advance, capital contribution or
otherwise; provided that "Investments" shall not mean or include routine
investments in property to be used or consumed in the ordinary course of
business.

         "L/C Advance" means, with respect to each Lender, such Lender's funding
of its participation in any L/C Borrowing in accordance with its Commitment
Percentage.

                                      -10-
<PAGE>

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

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

         "L/C Issuer" means Wells Fargo in its capacity as issuer of Letters of
Credit hereunder, or any successor issuer of Letters of Credit hereunder.

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

         "Legal Requirement" means any law, statute, ordinance, decree,
requirement, order, judgment, rule, or regulation (or interpretation of any of
the foregoing) of, and the terms of any license or permit issued by, any
Governmental Authority, whether presently existing or arising in the future.

         "Letter of Credit" means (a) any letter of credit issued hereunder and
(b) the Existing L/Cs. A Letter of Credit may be a commercial letter of credit
or a standby letter of credit.

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

         "Letter of Credit Expiration Date" means (i) with respect to standby
Letters of Credit, the date that is 12 months after the Maturity Date then in
effect (or, if such day is not a Business Day, the next preceding Business Day)
and (ii) with respect to commercial Letters of Credit, the Maturity Date.

         "Letter of Credit Sublimit" means an amount equal to the lesser of (a)
$50,000,000 and the (b) Aggregate Commitments. The Letter of Credit Sublimit is
part of, and not in addition to, the Aggregate Commitments.

         "LIBOR" means, for each Interest Period for any LIBOR Borrowing, the
rate per annum (rounded upwards, if necessary, to the next higher whole multiple
of 1/100th of 1%) equal to the average of the offered quotations appearing on
Telerate Page 3750 (or if such Telerate Page shall not be available, any
successor or similar service as may be selected by Agent and Borrower) as of
11:00 a.m. central time (or as soon thereafter as practicable) on the day two
LIBOR Business Days prior to the first day of such Interest Period for deposits
in United States dollars having a term comparable to such Interest Period and in
an amount comparable to the principal amount of the LIBOR Borrowing to which
such Interest Period relates. If none of such Telerate Page 3750 nor any
successor or similar service is available, then "LIBOR" shall mean, with respect
to any Interest Period for any applicable LIBOR Borrowing, the rate of interest
per annum, rounded upwards, if necessary, to the next higher whole multiple of
1/100th of 1%, quoted by Agent at or before 11:00 a.m. central time (or as soon
thereafter as practicable), on the date two LIBOR Business Days before the first
day of such Interest Period, to be the arithmetic average of the prevailing
rates per annum at the time of determination and in accordance with the then
existing practice in the applicable market, for the offering to Agent by one or
more prime banks selected by Agent in its sole discretion, in the London
interbank market, of deposits in United States

                                      -11-
<PAGE>

dollars for delivery on the first day of such Interest Period and having a
maturity equal to the length of such Interest Period and in an amount equal (or
as nearly equal as may be) to the LIBOR Borrowing to which such Interest Period
relates. Each determination by Agent of LIBOR shall be prima facie evidence of
the correctness thereof, and may be computed using any reasonable averaging and
attribution method.

         "LIBOR Borrowing" means each portion of the principal balance of the
Revolving Loans at any time bearing interest at a Eurodollar Rate.

         "LIBOR Business Day" means a Business Day on which transactions in
United States dollar deposits between lenders may be carried on in the London
interbank market.

         "Lien" means any mortgage, pledge, charge, encumbrance, security
interest, collateral assignment or other lien or restriction of any kind,
whether based on common law, constitutional provision, statute or contract, and
shall include reservations, exceptions, encroachments, easements, rights of way,
covenants, conditions, restrictions and other title exceptions. For the purposes
of this Agreement, Borrower or any of its Subsidiaries shall be deemed to be the
owner of any property which it has acquired or holds subject to a conditional
sale agreement, Capitalized Lease or other arrangement pursuant to which title
to the property has been retained by or vested in some other Person for security
purposes and such retention or vesting shall constitute a Lien.

         "Loan" means an extension of credit by Lender to Borrower under Section
2 hereof in the form of a Revolving Loan or a Swing Line Loan.

         "Loan Documents" means, collectively, this Agreement, the Notes, all
instruments and agreements now or hereafter executed or delivered by Borrower to
Agent or any Lender pursuant to any of the foregoing or in connection with the
Obligations or any commitment regarding the Obligations, and all amendments,
modifications, renewals, extensions, increases and rearrangements of, and
substitutions for, any of the foregoing.

         "Majority Lenders" means, at any time, Lenders having at least 51% of
the Aggregate Commitments or, if the commitment of each Lender to make Loans and
the obligation of the L/C Issuer to make L/C Credit Extensions have been
terminated pursuant to Section 9.1, Lenders holding in the aggregate at least
51% of the Total Outstandings (with the aggregate amount of each Lender's risk
participation and funded participation in L/C Obligations and Swing Line Loans
being deemed "held" by such Lender for purposes of this definition).

         "MARAD Indebtedness" means Indebtedness of Borrower or any of its
Restricted Subsidiaries owed to, or guaranteed by, the U.S. Maritime
Administration and incurred in connection with the acquisition or purchase of
fixed assets useful and intended to be used in carrying on the business of
Borrower or any of its Restricted Subsidiaries, provided that with respect to
such Indebtedness, none of the property or assets of Borrower or any of its
Restricted Subsidiaries, other than the fixed asset so acquired, shall be,
directly or indirectly, liable for or secure in any manner whatsoever the
payment thereof.

         "Margin Percentage" means (i) on any day prior to Agent's receipt of
the Quarterly Financial Statements and Compliance Certificate required by
Sections 7.2(b) and 7.2(c) hereof for the fiscal quarter ending December 31,
2003, 0.00% with respect to Base Rate Borrowings and 0.90% with respect to LIBOR
Borrowings and (ii) on and after the date of delivery of such

                                      -12-
<PAGE>

Quarterly Financial Statements and Compliance Certificate, the applicable per
annum percentage set forth at the appropriate intersection in the table shown
below, based on the Debt to Capitalization Ratio as of the last day of the most
recently ended fiscal quarter of Borrower calculated by Agent as soon as
practicable after receipt by Agent of all financial reports required under this
Agreement with respect to such fiscal quarter (including a Compliance
Certificate) (provided, however, that if the Margin Percentage is increased as a
result of the reported Debt to Capitalization Ratio, such increase shall be
retroactive to the date that Borrower was obligated to deliver such financial
reports to Agent pursuant to the terms of this Agreement and provided further,
however, that if the Margin Percentage is decreased as a result of the reported
Debt to Capitalization Ratio, and such financial reports are delivered to Agent
not more than ten (10) calendar days after the date required to be delivered
pursuant to the terms of this Agreement, such decrease shall be retroactive to
the date that Borrower was obligated to deliver such financial reports to Agent
pursuant to the terms of this Agreement) and provided further, however, that if
the Borrower consummates an acquisition of another Person or substantially all
the assets of another Person or makes an investment in Medusa Spar LLC, then the
Margin Percentage, commencing on the effective date of such acquisition or
investment and continuing through and including the date of Agent's receipt of
the next Quarterly Financial Statements and Compliance Certificate required by
Sections 7.2(b) and 7.2(c), shall be based on the pro forma Debt to
Capitalization Ratio calculated after giving effect to such acquisition or
investment:

<TABLE>
<CAPTION>
     DEBT TO                                LIBOR BORROWINGS               BASE RATE BORROWINGS
CAPITALIZATION RATIO                        MARGIN PERCENTAGE               MARGIN PERCENTAGE
<S>                                         <C>                            <C>
Greater than or equal to 45%                     1.075%                           0.00%

Greater than or equal to 35% but                  0.90%                           0.00%
less than 45%

Greater than or equal to 25% but                  0.80%                           0.00%
less than 35%

Less than 25%                                     0.55%                           0.00%
</TABLE>

         "Material" means material in relation to the business, operations,
affairs, financial condition, assets or properties of Borrower and its
Restricted Subsidiaries taken as a whole.

         "Material Adverse Effect" means a material adverse effect on (a) the
business, operations, affairs, financial condition, assets or properties of
Borrower and its Restricted Subsidiaries taken as a whole, or (b) the ability of
Borrower to perform its obligations under this Agreement, the Notes or the Loan
Documents, or (c) the validity or enforceability of this Agreement or the Notes
or the Loan Documents.

         "Maturity Date" means January 2, 2008.

         "Minority Interests" means any shares of stock of any class of a
Restricted Subsidiary of Borrower (other than directors' qualifying shares or
Regulatory Shares as required by law) that are not owned by Borrower and/or one
or more of its Restricted Subsidiaries. Minority Interests shall be valued by
valuing Minority Interests constituting preferred stock at the voluntary or
involuntary liquidating value of such preferred stock, whichever is greater, and
by valuing Minority Interests constituting common stock at the book value of
capital and surplus applicable thereto adjusted, if necessary, to reflect any
changes from the book value of such common stock required by the foregoing
method of valuing Minority Interests in preferred stock.

                                      -13-
<PAGE>

         "Net Proceeds" shall have the meaning assigned to such term in Section
8.5(b)(ii)(3).

         "Notes" shall have the meaning assigned to such term in Section 2.7
hereof.

         "Obligations" means, as at any date of determination thereof, the sum
of the following: (i) the aggregate principal amount of Loans and Letters of
Credit outstanding hereunder on such date plus (ii) all other outstanding
liabilities, obligations and indebtedness of Borrower under this Agreement, any
Note or any other Loan Document on such date.

         "Organizational Documents" means, with respect to a corporation, the
certificate of incorporation, articles of incorporation and bylaws of such
corporation; with respect to a partnership, the partnership agreement
establishing such partnership and with respect to a trust, the instrument
establishing such trust and with respect to any other Person, the agreements or
instruments pursuant to which such Person was formed; in each case including any
and all modifications thereof and any and all future modifications thereof.

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

         "Participant" has the meaning assigned to such term in Section 11.6(d).

         "Past Due Rate" means, on any day, a rate per annum equal to the lesser
of (i) the Ceiling Rate for that day or (ii) the Base Rate plus the Margin
Percentage for Base Rate Borrowings then in effect plus two percent (2%).

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

         "Person" means any individual, Corporation, trust, limited liability
company, unincorporated organization, Governmental Authority or any other form
of entity.

         "Plan" means an employee pension benefit plan which is covered by Title
IV of ERISA or subject to the minimum funding standards under Section 412 of the
Code and is either (a) maintained by Borrower or any member of the Controlled
Group for employees of Borrower or any member of the Controlled Group or (b)
maintained pursuant to a collective bargaining agreement or any other
arrangement under which more than one employer makes contributions and to which
Borrower or any member of the Controlled Group is then making or accruing an
obligation to make contributions or has within the preceding five plan years
made contributions.

         "Preferred Stock" means any class of capital stock of a corporation
that is preferred over any other class of capital stock of such corporation as
to the payment of dividends or the payment of any amount upon liquidation or
dissolution of such corporation.

                                      -14-
<PAGE>

         "Prime Rate" means, at any time, the rate of interest most recently
announced within Wells Fargo & Company at its principal office in San Francisco
as its Prime Rate, with the understanding that the Prime Rate is one of its base
rates and serves as the basis upon which effective rates of interest are
calculated for those loans making reference thereto, and is evidenced by the
recording thereof after its announcement in such internal publication or
publications as Wells Fargo & Company may designate. Each change in the Prime
Rate will be effective on the day the change is announced within Wells Fargo &
Company.

         "Principal Office" means the principal office of Agent, presently
located at 1000 Louisiana, 3rd Floor, Houston, Harris County, Texas 77002.

         "Priority Liability" means, as of the date of any determination
thereof, (a) any Indebtedness of Borrower secured by a Lien created pursuant to
Section 8.3(l) hereof and (b) any Indebtedness and any Preferred Stock of
Restricted Subsidiaries other than Indebtedness or Preferred Stock permitted
under Section 8.1(a)(ii).

         "Proper Form" means in form and substance reasonably satisfactory to
Agent.

         "Property" means any interest in any kind of property or asset, whether
real, personal or mixed, tangible or intangible.

         "Quarterly Dates" means the last day of each March, June, September and
December, provided that if any such date is not a Business Day, then the
relevant Quarterly Date shall be the next succeeding Business Day.

         "Quarterly Financial Statements" means the quarterly consolidated
financial statements of Borrower and its subsidiaries, which statements shall
include a consolidated balance sheet as of the end of such fiscal quarter and a
consolidated income statement and a consolidated statement of cash flows for
such fiscal quarter and for the fiscal year to date, subject to normal year-end
adjustments, all setting forth in comparative form the corresponding figures as
of the end of and for the corresponding fiscal quarter of the preceding year,
prepared in accordance with GAAP in all material respects except that such
statements are condensed and exclude detailed footnote disclosures and attested
by the chief financial officer or other authorized officer of Borrower as fairly
presenting, in all material respects, the consolidated financial condition of
the applicable Persons as of such date. As long as Borrower files a quarterly
report on Form 10-Q with the Securities and Exchange Commission, such report and
related financial statements, including notes thereto, shall be considered the
"Quarterly Financial Statements".

         "Rate Designation Date" means that Business Day which is (a) in the
case of Base Rate Borrowings, 11:00 a.m. central time, on the date one Business
Day preceding the date of such borrowing and (b) in the case of LIBOR
Borrowings, 11:00 a.m. central time, on the date three LIBOR Business Days
preceding the first day of any proposed Interest Period.

         "Rate Designation Notice" means a written notice substantially in the
form of Exhibit B.

         "Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System from time to time in effect and includes any successor or
other regulation relating to reserve requirements applicable to member banks of
the Federal Reserve System.

                                      -15-
<PAGE>

         "Regulatory Change" means, with respect to any Lender, any change on or
after the Effective Date in any Legal Requirement (including, without
limitation, Regulation D) or the adoption or change on or after such date of any
interpretation, directive or request applying to a class of lenders including
such Lender under any Legal Requirements (whether or not having the force of
law) by any Governmental Authority.

         "Regulatory Shares" means, with respect to any Person, shares of the
capital stock of such Person required to be issued as qualifying shares to
directors or shares issued to Persons other than Borrower in response to
regulatory requirements of foreign jurisdictions pursuant to a resolution of the
Board of Directors of such Person.

         "Related Parties" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees, agents
and advisors of such Person and such Person's Affiliates.

         "Rentals" means and include as of the date of any determination thereof
all fixed payments (including as such all payments which the lessee is obligated
to make to the lessor on termination of the lease or surrender of the property)
payable by Borrower or a Restricted Subsidiary of Borrower, as lessee or
sublessee under a lease of real or personal property, but shall be exclusive of
any amounts required to be paid by Borrower or a Restricted Subsidiary of
Borrower (whether or not designated as rents or additional rents) on account of
maintenance, repairs, insurance, taxes and similar charges. Fixed rents under
any so-called "percentage leases" shall be computed solely on the basis of the
minimum rents, if any, required to be paid by the lessee regardless of sales
volume or gross revenues.

         "Request for Extension of Credit" means (a) with respect to a Revolving
Borrowing or a Swing Line Borrowing, a request for extension of credit duly
executed by any responsible officer, which may include the president, the chief
executive officer, the chief financial officer, any vice president or the
treasurer of Borrower or any other officer of Borrower with responsibility for
the administration of this Agreement, appropriately completed and substantially
in the form of Exhibit A attached hereto or (b) with respect to a L/C Credit
Extension, a Letter of Credit Application.

         "Requirements of Environmental Law" means all requirements imposed by
any law (including for example and without limitation The Resource Conservation
and Recovery Act and The Comprehensive Environmental Response, Compensation, and
Liability Act), rule, regulation, or order of any federal, state or local
executive, legislative, judicial, regulatory or administrative agency, board or
authority in effect at the applicable time which relate to (i) noise; (ii)
pollution, protection or clean-up of the air, surface water, ground water or
land; (iii) solid, gaseous or liquid waste generation, treatment, storage,
disposal or transportation; (iv) exposure to Hazardous Substances; (v) the
safety or health of employees or (vi) regulation of the manufacture, processing,
distribution in commerce, use, discharge or storage of Hazardous Substances.

         "Responsible Officer" means any Senior Financial Officer and any other
officer of Borrower with responsibility for the administration of the relevant
portion of this Agreement.

         "Restricted Investments" means all Investments, other than:

                                      -16-
<PAGE>

                  (a) Investments by Borrower and its Restricted Subsidiaries in
         and to Wholly-owned Restricted Subsidiaries, including any Investment
         in a Corporation which, after giving effect to such Investment, will
         become a Wholly-owned Restricted Subsidiary;

                  (b) Investments representing loans or advances in the usual
         and ordinary course of business to officers and employees for expenses
         incidental to carrying on the business of Borrower or any of its
         Restricted Subsidiaries;

                  (c) Investments in property or assets to be used in the
         ordinary course of the business of Borrower and its Restricted
         Subsidiaries as described on Exhibit H of this Agreement;

                  (d) Investments in commercial paper of Corporations organized
         under the laws of the United States or any state thereof and loan
         participations maturing in 270 days or less from the date of issuance
         which, at the time of acquisition by Borrower or any of its Restricted
         Subsidiaries, are accorded a rating of "A-1" or better by Standard &
         Poor's Ratings Group, a division of McGraw-Hill, Inc., a New York
         corporation, or "P-1" or better by Moody's Investors Service, Inc.;

                  (e) Investments in direct obligations in the United States of
         America or any agency or instrumentality of the United States of
         America, the payment or guarantee of which constitutes a full faith and
         credit obligation of the United States of America, in either case,
         maturing within twelve months from the date of acquisition thereof;

                  (f) Investments in direct obligations of other governments
         maturing within twelve months from the date of acquisition thereof by
         Borrower or a Restricted Subsidiary of Borrower; provided that at the
         time of such acquisition, the long-term Indebtedness of such government
         is rated "AAA" by Standard & Poor's Ratings Group or by Moody's
         Investors Service, Inc.;

                  (g) Investments in certificates of deposit and time deposits
         maturing within one year from the date of issuance thereof, issues by a
         bank or trust company organized under the laws of the United States or
         any State thereof, having either (i) capital, surplus and undivided
         profits aggregating at least $100,000,000 or (ii) total assets of
         $1,000,000,000;

                  (h) Investments in repurchase agreements with respect to any
         Security described in clause (e) entered into with a depository
         institution or trust company acting as principal described in clause
         (g) if such repurchase agreements: (i) are by their terms to be
         performed by the repurchase obligor and such repurchase agreements are
         deposited with a bank or trust company of the type described in clause
         (g) and (ii) mature within ninety days from the date of execution and
         delivery thereof; and

                  (i) Investments of Borrower not described in the foregoing
         clauses (a) through (h); provided that the aggregate amount of all such
         Investments shall not at the time any Investment is made within the
         limitations of this clause (i) exceed 15% of Consolidated Adjusted Net
         Worth.

         "Restricted Subsidiary" means any Subsidiary which is not an
Unrestricted Subsidiary.

                                      -17-
<PAGE>

         "Revolving Borrowing" means a borrowing consisting of simultaneous
Revolving Loans of the same Interest Option and, in the case of LIBOR
Borrowings, having the same Interest Period made by each of the Lenders pursuant
to Section 3.3(b).

         "Revolving Loan" means a loan provided for in Section 2.1 hereof.

         "Secretary's Certificate" means a certificate, in Proper Form, of the
Secretary or an Assistant Secretary of a corporation certifying (a) that
attached thereto are true and correct copies of resolutions of the Board of
Directors of such corporation authorizing the execution, delivery and
performance of the Loan Documents to be executed by such corporation; (b) the
incumbency and signature of the officer of such corporation executing such Loan
Documents on behalf of such corporation, and (c) that attached thereto are true
and correct copies of the Organizational Documents of such corporation.

         "Securities Act" means the Securities Act of 1933, as amended from time
to time.

         "Security" shall have the same meaning as in Section 2(1) of the
Securities Act.

         "Senior Financial Officer" means the chief executive officer,
president, chief financial officer, principal accounting officer, treasurer or
controller of Borrower.

         "Senior Indebtedness" shall mean all Indebtedness for borrowed money of
Borrower which is not expressed to be subordinate or junior in rank to any other
Indebtedness for borrowed money of Borrower.

         "Stated Rate" means, with respect to any Lender, the effective weighted
per annum rate of interest applicable to the Loans made by such Lender;
provided, that if on any day such rate shall exceed the Ceiling Rate for that
day, the Stated Rate shall be fixed at the Ceiling Rate on that day and on each
day thereafter until the total amount of interest accrued at the Stated Rate on
the unpaid principal balances of the Notes plus the Additional Interest equals
the total amount of interest which would have accrued if there had been no
Ceiling Rate. Without notice to Borrower or any other Person, the Stated Rate
shall automatically fluctuate upward and downward in accordance with the
provisions of this definition.

         "Subsidiary" means, as to a particular parent Corporation, any
Corporation of which more than 50% of the indicia of equity rights (whether
outstanding capital stock or otherwise) is at the time directly or indirectly
owned by such parent Corporation.

         "Subsidiary Stock" is defined in Section 8.5(c).

         "Swaps" means, with respect to any Person, payment obligations with
respect to interest rate swaps, currency swaps and similar obligations
obligating such Person to make payments, whether periodically or upon the
happening of a contingency. For the purposes of this Agreement, the amount of
the obligation under any Swap shall be the amount determined in respect thereof
as of the end of the then most recently ended fiscal quarter of such Person,
based on the assumption that such Swap had terminated at the end of such fiscal
quarter, and in making such determination, if any agreement relating to such
Swap provides for the netting of amounts payable by and to such Person
thereunder or if any such agreement provides for the simultaneous payment of
amounts by and to such Person, then in each such case, the amount of such
obligation shall be the net amount so determined.

                                      -18-
<PAGE>

         "Swing Line" means the revolving credit facility made available by the
Swing Line Lender pursuant to Section 2.2.

         "Swing Line Borrowing" means a borrowing of a Swing Line Loan pursuant
to Section 2.2.

         "Swing Line Lender" means Wells Fargo in its capacity as provider of
Swing Line Loans, or any successor swing line lender hereunder.

         "Swing Line Loan" has the meaning specified in Section 2.2(a).

         "Swing Line Sublimit" means an amount equal to the lesser of (a)
$15,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part
of, and not in addition to, the Aggregate Commitments.

         "Taxes" shall have the meaning ascribed to it in Section 4.1(f) hereof.

         "Total Outstandings" means the aggregate Outstanding Amount of all
Loans and all L/C Obligations.

         "Unrestricted Subsidiary" means any Subsidiary designated by the Board
of Directors of Borrower as an "Unrestricted Subsidiary" on Exhibit F hereto or
pursuant to Section 8.9 hereto.

         "Utilization Fee Percentage" means (i) on any day prior to Agent's
receipt of the Quarterly Financial Statements and Compliance Certificate
required by Sections 7.2(b) and 7.2(c) hereof for the fiscal quarter ending
December 31, 2003, 0.125% and (ii) on and after the date of delivery of such
Quarterly Financial Statements and Compliance Certificate, the applicable per
annum percentage set forth at the appropriate intersection in the table shown
below, based on the Debt to Capitalization Ratio as of the last day of the most
recently ended fiscal quarter of Borrower calculated by Agent as soon as
practicable after receipt by Agent of all financial reports required under this
Agreement with respect to such fiscal quarter (including a Compliance
Certificate) (provided, however, that if the Utilization Fee Percentage is
increased as a result of the reported Debt to Capitalization Ratio, such
increase shall be retroactive to the date that Borrower was obligated to deliver
such financial reports to Agent pursuant to the terms of this Agreement and
provided further, however, that if the Utilization Fee Percentage is decreased
as a result of the reported Debt to Capitalization Ratio, and such financial
reports are delivered to Agent not more than ten (10) calendar days after the
date required to be delivered pursuant to the terms of this Agreement, such
decrease shall be retroactive to the date that Borrower was obligated to deliver
such financial reports to Agent pursuant to the terms of this Agreement) and
provided further, however, that if the Borrower consummates an acquisition of
another Person or substantially all the assets of another Person or makes an
investment in Medusa Spar LLC, then the Utilization Fee Percentage, commencing
on the effective date of such acquisition or investment and continuing through
and including the date of Agent's receipt of the next Quarterly Financial
Statements and Compliance Certificate required by Sections 7.2(b) and 7.2(c),
shall be based on the pro forma Debt to Capitalization Ratio calculated after
giving effect to such acquisition or investment:

<TABLE>
<CAPTION>
DEBT TO CAPITALIZATION RATIO                          UTILIZATION FEE PERCENTAGE
<S>                                                   <C>
Greater than or equal to 35%                                    0.125%
Less than 35%                                                    0.10%
</TABLE>

                                      -19-
<PAGE>

         "Unfunded Liabilities" means, with respect to any Plan, at any time,
the amount (if any) by which (a) the present value of all benefits under such
Plan exceeds (b) the fair market value of all Plan assets allocable to such
benefits, all determined as of the then most recent actuarial valuation report
for such Plan, but only to the extent that such excess represents a potential
liability of any member of the Controlled Group to the PBGC or a Plan under
Title IV of ERISA. With respect to multi-employer Plans, the term "Unfunded
Liabilities" shall also include contingent liability for withdrawal liability
under Section 4201 of ERISA to all multi-employer Plans to which Borrower or any
member of a Controlled Group for employees of Borrower contributes in the event
of complete withdrawal from such plans.

         "Unreimbursed Amount" has the meaning set forth in Section 2.3(c)(i).

         "Voting Stock" means Securities of any class or classes, the holders of
which are ordinarily, in the absence of contingencies, entitled to elect a
majority of the corporate directors (or Persons performing similar functions).

         "Wells Fargo" means Wells Fargo Bank, N.A. and its successors.

         "Wholly-owned Restricted Subsidiary" means, at any time, any Restricted
Subsidiary of Borrower one hundred percent (100%) of all of the equity interests
(except directors' qualifying shares and shares of capital stock owned by one or
more individuals who are not citizens of the United States of America and whose
ownership of such capital stock is mandated by the law of any country other than
the United States of America) and voting interests of which are owned by any one
or more of Borrower and Borrower's other Wholly-owned Restricted Subsidiaries at
such time.

         Section 1.2. Miscellaneous. The words "hereof," "herein," and
"hereunder" and words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not any particular provision of this Agreement.

SECTION 2. COMMITMENTS AND CREDIT EXTENSIONS.

         Section 2.1. Revolving Loans. From time to time on or after the
Effective Date and prior to the Maturity Date, each Lender shall make revolving
loans under this Section 2.1 (each such loan, a "Revolving Loan") to Borrower in
an aggregate principal amount at any one time outstanding up to but not
exceeding such Lender's Commitment Percentage of the Aggregate Commitments;
provided, however, that after giving effect to any Revolving Borrowing, (i) the
aggregate Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C
Obligations shall not exceed the Aggregate Commitments and (ii) the aggregate
Outstanding Amount of the Revolving Loans of any Lender, plus such Lender's
Commitment Percentage of the Outstanding Amount of all L/C Obligations, plus
such Lender's Commitment Percentage of the Outstanding Amount of all Swing Line
Loans shall not exceed such Lender's Commitment. Subject to the conditions in
this Agreement, any such Revolving Loan repaid prior to the Maturity Date may be
reborrowed pursuant to the terms of this Agreement. The aggregate of all Base
Rate Borrowings to be made by the Lenders in connection with a particular
borrowing shall be equal to the lesser

                                      -20-
<PAGE>

of (a) the remaining unused portion of the Commitments or (b) $500,000 or an
integral multiple of $100,000 in excess thereof.

         Section 2.2. Swing Line Loans.

                  (a) The Swing Line. From time to time on or after the
Effective Date and prior to the Maturity Date, the Swing Line Lender agrees to
make loans (each such loan, a "Swing Line Loan") to the Borrower in an aggregate
principal amount at any one time outstanding up to but not exceeding the amount
of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans,
when aggregated with the Commitment Percentage of the Outstanding Amount of
Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed
the amount of such Lender's Commitment; provided, however, that after giving
effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the
Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the
Revolving Loans of any Lender, plus such Lender's Commitment Percentage of the
Outstanding Amount of all L/C Obligations, plus such Lender's Commitment
Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed
such Lender's Commitment, and provided, further, that the Borrower shall not use
the proceeds of any Swing Line Loan to refinance any outstanding Swing Line
Loan. Within the foregoing limits, and subject to the other terms and conditions
hereof, the Borrower may borrow under this Section 2.2, prepay under Section
3.2(b), and reborrow under this Section 2.2. Each Swing Line Loan shall bear
interest at the Base Rate.

                  (b) Borrowing Procedures. Each Swing Line Borrowing shall be
made upon the Borrower's irrevocable notice to the Swing Line Lender and the
Agent, which may be given by telephone. Each such notice must be received by the
Swing Line Lender and the Agent not later than 12:00 noon central time on the
requested borrowing date, and shall specify (i) the amount to be borrowed, which
shall be a minimum of $500,000 or an integral multiple of $100,000 in excess
thereof, and (ii) the requested borrowing date, which shall be a Business Day.
Each such telephonic notice must be confirmed promptly by delivery to the Swing
Line Lender and the Agent of a written Request for Extension of Credit,
appropriately completed and signed by a Responsible Officer. Promptly after
receipt by the Swing Line Lender of any telephonic notice, the Swing Line Lender
will confirm with the Agent (by telephone or in writing) that the Agent has also
received such notice and, if not, the Swing Line Lender will notify the Agent
(by telephone or in writing) of the contents thereof. Unless the Swing Line
Lender has received notice (by telephone or in writing) from the Agent
(including at the request of any Lender) prior to 3:00 p.m. central time on the
date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender
not to make such Swing Line Loan as a result of the limitations set forth in the
proviso to the first sentence of Section 2.2(a), or (B) that one or more of the
applicable conditions specified in Section 5 is not then satisfied, then,
subject to the terms and conditions hereof, the Swing Line Lender will, not
later than 3:00 p.m. central time on the borrowing date specified in such
Request for Extension of Credit, make the amount of its Swing Line Loan
available to the Borrower.

                  (c) Refinancing of Swing Line Loans.

                           (i) The Swing Line Lender at any time in its sole and
         absolute discretion may request, on behalf of the Borrower (which
         hereby irrevocably authorizes the Swing Line Lender to so request on
         its behalf), that each Lender make a Loan in an amount equal to such
         Lender's Commitment Percentage of the amount of Swing Line

                                      -21-
<PAGE>

         Loans then outstanding. Such request shall be made in writing (which
         written request shall be deemed to be a notice of borrowing for
         purposes hereof) and in accordance with the requirements of Section
         3.1, subject to the unutilized portion of the Aggregate Commitments and
         the conditions set forth in Section 5.2. The Swing Line Lender shall
         furnish the Borrower with a copy of the Request for Extension of Credit
         promptly after delivering such request to the Agent. Each Lender shall
         make an amount equal to its Commitment Percentage of the amount
         specified in such Request for Extension of Credit available to the
         Agent in immediately available funds for the account of the Swing Line
         Lender at the Principal Office whereupon, subject to Section
         2.2(c)(ii), each Lender that so makes funds available shall be deemed
         to have made a Revolving Loan to the Borrower in such amount. The Agent
         shall remit the funds so received to the Swing Line Lender.

                           (ii) If for any reason any Swing Line Loan cannot be
         refinanced by such a Revolving Borrowing in accordance with Section
         2.2(c)(i), the Request for Extension of Credit submitted by the Swing
         Line Lender as set forth herein shall be deemed to be a request by the
         Swing Line Lender that each of the Lenders fund its risk participation
         in the relevant Swing Line Loan and each Lender's payment to the Agent
         for the account of the Swing Line Lender pursuant to Section 2.2(c)(i)
         shall be deemed payment in respect of such participation.

                           (iii) Each Lender's obligation to make Loans or to
         purchase and fund risk participations in Swing Line Loans pursuant to
         this Section 2.2(c) shall be absolute and unconditional and shall not
         be affected by any circumstance, including (A) any set-off,
         counterclaim, recoupment, defense or other right which such Lender may
         have against the Swing Line Lender, the Borrower or any other Person
         for any reason whatsoever, (B) the occurrence or continuance of a
         Default, or (C) any other occurrence, event or condition, whether or
         not similar to any of the foregoing; provided, however, that each
         Lender's obligation to make Loans pursuant to this Section 2.2(c) is
         subject to the conditions set forth in Section 5.2. No such funding of
         risk participations shall relieve or otherwise impair the obligation of
         the Borrower to repay Swing Line Loans, together with interest as
         provided herein.

                  (d) Repayment of Participations. At any time after any Lender
has purchased and funded a risk participation in a Swing Line Loan, if the Swing
Line Lender receives any payment on account of such Swing Line Loan, the Swing
Line Lender will distribute to such Lender its Commitment Percentage of such
payment (appropriately adjusted, in the case of interest payments, to reflect
the period of time during which such Lender's risk participation was funded) in
the same funds as those received by the Swing Line Lender.

                  (e) Interest for Account of Swing Line Lender. The Swing Line
Lender shall be responsible for invoicing the Borrower for interest on the Swing
Line Loans. Until each Lender funds its Loan or risk participation pursuant to
this Section 2.2 to refinance such Lender's Commitment Percentage of any Swing
Line Loan, interest in respect of such Commitment Percentage shall be solely for
the account of the Swing Line Lender.

                  (f) Payments Directly to Swing Line Lender. The Borrower shall
make all payments of principal and interest in respect of the Swing Line Loans
directly to the Swing Line Lender.

                                      -22-
<PAGE>

         Section 2.3 Letters of Credit.

                  (a) The Letter of Credit Commitment.

                           (i) Subject to the terms and conditions set forth
         herein, (A) the L/C Issuer agrees, in reliance upon the agreements of
         the other Lenders set forth in this Section 2.3, (1) from time to time
         on any Business Day during the period from the Effective Date until the
         Maturity Date, to issue Letters of Credit for the account of the
         Borrower, and to amend Letters of Credit previously issued by it, in
         accordance with subsection (b) below, and (2) to honor drafts under the
         Letters of Credit; and (B) the Lenders severally agree to participate
         in Letters of Credit issued for the account of the Borrower; provided
         that the L/C Issuer shall not be obligated to make any L/C Credit
         Extension with respect to any Letter of Credit, and no Lender shall be
         obligated to participate in any Letter of Credit if as of the date of
         such L/C Credit Extension, (x) the Total Outstandings would exceed the
         Aggregate Commitments, (y) the aggregate Outstanding Amount of the
         Revolving Loans of any Lender, plus such Lender's Commitment Percentage
         of the Outstanding Amount of all L/C Obligations, plus such Lender's
         Commitment Percentage of the Outstanding Amount of all Swing Line Loans
         would exceed such Lender's Commitment, or (z) the Outstanding Amount of
         the L/C Obligations would exceed the Letter of Credit Sublimit. Within
         the foregoing limits, and subject to the terms and conditions hereof,
         the Borrower's ability to obtain Letters of Credit shall be fully
         revolving, and accordingly the Borrower may, during the foregoing
         period, obtain Letters of Credit to replace Letters of Credit that have
         expired or that have been drawn upon and reimbursed. The Existing L/C
         Obligations are refinanced under this Agreement and, to the extent then
         outstanding, shall be included in any calculation of L/C Obligations,
         and Existing L/Cs shall for all purposes constitute Letters of Credit
         issued under this Agreement.

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

                                    (1) any order, judgment or decree of any
                           Governmental Authority or arbitrator shall by its
                           terms purport to enjoin or restrain the L/C Issuer
                           from issuing such Letter of Credit, or any Legal
                           Requirement applicable to the L/C Issuer or directive
                           (whether or not having the force of law) from any
                           Governmental Authority with jurisdiction over the L/C
                           Issuer shall prohibit, the issuance of letters of
                           credit generally or such Letter of Credit in
                           particular or shall impose upon the L/C Issuer with
                           respect to such Letter of Credit any restriction,
                           reserve or capital requirement (for which the L/C
                           Issuer is not otherwise compensated hereunder) not in
                           effect on the Effective Date, or shall impose upon
                           the L/C Issuer any unreimbursed loss, cost or expense
                           which was not applicable on the Effective Date and
                           which the L/C Issuer in good faith deems material to
                           it;

                                    (2) the expiry date of such requested
                           commercial Letter of Credit would occur more than 180
                           days after the date of issuance;

                                      -23-
<PAGE>

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

                                    (4) the issuance of such Letter of Credit
                           would violate one or more policies of the L/C Issuer;
                           or

                                    (5) such Letter of Credit is in an initial
                           amount less than $200,000, in the case of a
                           commercial Letter of Credit, or $500,000, in the case
                           of a standby Letter of Credit, or is denominated in a
                           currency other than Dollars.

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

                  (b) Procedures for Issuance and Amendment of Letters of
Credit.

                           (i) Each Letter of Credit shall be issued or amended,
         as the case may be, upon the request of the Borrower delivered to the
         L/C Issuer (with a copy to the Agent) in the form (which may be
         electronic using the L/C Issuer's Trade Services Online product) of a
         Letter of Credit Application, appropriately completed and signed by a
         Responsible Officer. Such Letter of Credit Application must be received
         by the L/C Issuer and the Agent not later than 11:00 a.m. pacific time
         at least two Business Days (or such later date and time as the L/C
         Issuer may agree in a particular instance in its sole discretion) prior
         to the proposed issuance date or date of amendment, as the case may be.
         In the case of a request for an initial issuance of a Letter of Credit,
         such Letter of Credit Application shall specify in form and detail
         reasonably satisfactory to the L/C Issuer: (A) the proposed issuance
         date of the requested Letter of Credit (which shall be a Business Day);
         (B) the amount thereof; (C) the expiry date thereof; (D) the name and
         address of the beneficiary thereof; (E) the documents to be presented
         by such beneficiary in case of any drawing thereunder; (F) the full
         text of any certificate to be presented by such beneficiary in case of
         any drawing thereunder; and (G) such other matters as the L/C Issuer
         may require. In the case of a request for an amendment of any
         outstanding Letter of Credit, such Letter of Credit Application shall
         specify in form and detail reasonably satisfactory to the L/C Issuer
         (A) the Letter of Credit to be amended; (B) the proposed date of
         amendment thereof (which shall be a Business Day); (C) the nature of
         the proposed amendment; and (D) such other matters as the L/C Issuer
         may require.

                           (ii) Promptly after receipt of any Letter of Credit
         Application, the L/C Issuer will confirm with the Agent (by telephone
         or in writing) that the Agent has received a copy of such Letter of
         Credit Application from the Borrower and, if not, the L/C Issuer will
         provide the Agent with a copy thereof. Upon receipt by the L/C Issuer
         of confirmation from the Agent that the requested issuance or amendment
         is permitted in accordance with the terms hereof, then, subject to the
         terms and conditions hereof, the L/C Issuer shall, on the requested
         date, issue a Letter of Credit for the account of the Borrower or enter
         into the applicable amendment, as the case may be, in each case in
         accordance with the L/C Issuer's usual and customary business
         practices. Immediately

                                      -24-
<PAGE>

         upon the issuance of each Letter of Credit, each Lender shall be deemed
         to, and hereby irrevocably and unconditionally agrees to, purchase from
         the L/C Issuer a risk participation in such Letter of Credit in an
         amount equal to the product of such Lender's Commitment Percentage
         times the amount of such Letter of Credit.

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

                  (c) Drawings and Reimbursements; Funding of Participations.

                           (i) Upon receipt from the beneficiary of any Letter
         of Credit of any notice of a drawing under such Letter of Credit, the
         L/C Issuer shall notify the Borrower and the Agent thereof. Not later
         than 11:00 a.m. pacific time on the date of any payment by the L/C
         Issuer under a Letter of Credit (each such date, an "Honor Date"), the
         Borrower shall reimburse the L/C Issuer through the Agent in an amount
         equal to the amount of such drawing. If the Borrower fails to so
         reimburse the L/C Issuer by such time, the Agent shall promptly notify
         each Lender of the Honor Date, the amount of the unreimbursed drawing
         (the "Unreimbursed Amount"), and the amount of such Lender's Commitment
         Percentage thereof. In such event, the Borrower shall be deemed to have
         requested a Base Rate Borrowing to be disbursed on the Honor Date in an
         amount equal to the Unreimbursed Amount, without regard to the minimum
         and multiples specified in Section 2.1 for the principal amount of
         Revolving Loans, but subject to the amount of the unutilized portion of
         the Aggregate Commitments and without regard to the fulfillment of the
         conditions set forth in Section 5.2. Any notice given by the L/C Issuer
         or the Agent pursuant to this Section 2.3(c)(i) may be given by
         telephone if immediately confirmed in writing; provided that the lack
         of such an immediate confirmation shall not affect the conclusiveness
         or binding effect of such notice.

                           (ii) Each Lender (including the Lender acting as L/C
         Issuer) shall upon any notice pursuant to Section 2.3(c)(i) make funds
         available to the Agent for the account of the L/C Issuer at the
         Principal Office in an amount equal to its Commitment Percentage of the
         Unreimbursed Amount not later than 1:00 p.m. pacific time on the
         Business Day specified in such notice by the Agent, whereupon, subject
         to the provisions of Section 2.3(c)(iii), each Lender that so makes
         funds available shall be deemed to have made a Revolving Loan to the
         Borrower in such amount. The Agent shall remit the funds so received to
         the L/C Issuer.

                           (iii) With respect to any Unreimbursed Amount that is
         not fully refinanced by a Base Rate Borrowing because the conditions
         set forth in Section 5.2 cannot be satisfied or for any other reason,
         the Borrower shall be deemed to have incurred from the L/C Issuer an
         L/C Borrowing in the amount of the Unreimbursed Amount that is not so
         refinanced, which L/C Borrowing shall be due and payable on demand
         (together with interest) and shall bear interest at the Past Due Rate.
         In such event, each Lender's payment to the Agent for the account of
         the L/C Issuer pursuant to Section 2.3(c)(ii) shall be deemed payment
         in respect of its participation in such L/C Borrowing and shall
         constitute an L/C Advance from such Lender in satisfaction of its
         participation obligation under this Section 2.3.

                                      -25-
<PAGE>

                           (iv) Until each Lender funds its Revolving Loan or
         L/C Advance pursuant to this Section 2.3(c) to reimburse the L/C Issuer
         for any amount drawn under any Letter of Credit, interest in respect of
         such Lender's Commitment Percentage of such amount shall be solely for
         the account of the L/C Issuer.

                           (v) Each Lender's obligation to make Revolving Loans
         or L/C Advances to reimburse the L/C Issuer for amounts drawn under
         Letters of Credit, as contemplated by this Section 2.3(c), shall be
         absolute and unconditional and shall not be affected by any
         circumstance, including (A) any set-off, counterclaim, recoupment,
         defense or other right which such Lender may have against the L/C
         Issuer, the Borrower or any other Person for any reason whatsoever; (B)
         the occurrence or continuance of a Default, or (C) any other
         occurrence, event or condition, whether or not similar to any of the
         foregoing; provided, however, that each Lender's obligation to make
         Revolving Loans pursuant to this Section 2.3(c) is subject to the
         conditions set forth in Section 5.2 (other than delivery by the
         Borrower of a Request for Extension of Credit). No such making of an
         L/C Advance shall relieve or otherwise impair the obligation of the
         Borrower to reimburse the L/C Issuer for the amount of any payment made
         by the L/C Issuer under any Letter of Credit, together with interest as
         provided herein.

                           (vi) If any Lender fails to make available to the
         Agent for the account of the L/C Issuer any amount required to be paid
         by such Lender pursuant to the foregoing provisions of this Section
         2.3(c) by the time specified in Section 2.3(c)(ii), the L/C Issuer
         shall be entitled to recover from such Lender (acting through the
         Agent), on demand, such amount with interest thereon for the period
         from the date such payment is required to the date on which such
         payment is immediately available to the L/C Issuer at a rate per annum
         equal to the lesser of (x) the Federal Funds Rate and (y) the Ceiling
         Rate from time to time in effect. A certificate of the L/C Issuer
         submitted to any Lender (through the Agent) with respect to any amounts
         owing under this clause (vi) shall be conclusive absent manifest error.

                  (d) Repayment of Participations.

                           (i) At any time after the L/C Issuer has made a
         payment under any Letter of Credit and has received from any Lender
         such Lender's L/C Advance in respect of such payment in accordance with
         Section 2.3(c), if the Agent receives for the account of the L/C Issuer
         any payment in respect of the related Unreimbursed Amount or interest
         thereon (whether directly from the Borrower or otherwise, including
         proceeds of Cash Collateral applied thereto by the Agent), the Agent
         will distribute to such Lender its Commitment Percentage thereof
         (appropriately adjusted, in the case of interest payments, to reflect
         the period of time during which such Lender's L/C Advance was
         outstanding) in the same funds as those received by the Agent.

                           (ii) If any payment received by the Agent for the
         account of the L/C Issuer pursuant to Section 2.3(c)(i) is required to
         be returned under any of the circumstances described herein (including
         pursuant to any settlement entered into by the L/C Issuer in its
         discretion), each Lender shall pay to the Agent for the account of the
         L/C Issuer its Commitment Percentage thereof on demand of the Agent,
         plus interest thereon from the date of such demand to the date such
         amount is returned by such Lender, at a

                                      -26-
<PAGE>

         rate per annum equal to the lesser of (x) the Federal Funds Rate and
         (y) the Ceiling Rate from time to time in effect.

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

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

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

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

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

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

in each case, other than a defense based upon the gross negligence or willful
misconduct of the L/C Issuer or failure to perform the standard of care required
under applicable law.

         The Borrower shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower's instructions or other irregularity, the
Borrower will notify the L/C Issuer within 30 days of issuance or delivery. The
Borrower shall be conclusively deemed to have waived any such claim against the
L/C Issuer and its correspondents unless such notice is given as aforesaid.

                  (f) Role of L/C Issuer. Each Lender and the Borrower agree
that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not
have any responsibility to obtain any document (other than any sight draft,
certificates and documents expressly required by the Letter of Credit) or to
ascertain or inquire as to the validity or accuracy of any such document or the

                                      -27-
<PAGE>

authority of the Person executing or delivering any such document. Neither the
L/C Issuer nor any of the respective correspondents, participants or assignees
of the L/C Issuer shall be liable to any Lender for (i) any action taken or
omitted in connection herewith at the request or with the approval of the
Lenders or the Majority Lenders, as applicable; (ii) any action taken or omitted
in the absence of gross negligence or willful misconduct; or (iii) the due
execution, effectiveness, validity or enforceability of any document or
instrument related to any Letter of Credit or Letter of Credit Application. The
Borrower hereby assumes all risks of the acts or omissions of any beneficiary or
transferee with respect to its use of any Letter of Credit; provided, however,
that this assumption is not intended to, and shall not, preclude the Borrower's
pursuing such rights and remedies as it may have against the beneficiary or
transferee at law or under any other agreement. Neither the L/C Issuer nor any
of the respective correspondents, participants or assignees of the L/C Issuer,
shall be liable or responsible for any of the matters described in clauses (i)
through (v) of Section 2.3(e); provided, however, that anything in such clauses
to the contrary notwithstanding, the Borrower may have a claim against the L/C
Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but
only to the extent, of any direct, as opposed to consequential or exemplary,
damages suffered by the Borrower which the Borrower proves were caused by the
L/C Issuer's willful misconduct or gross negligence or the L/C Issuer's willful
failure to pay under any Letter of Credit after the presentation to it by the
beneficiary of a sight draft and certificate(s) strictly complying with the
terms and conditions of a Letter of Credit or otherwise to fail to perform the
standard of care required under applicable law. In furtherance and not in
limitation of the foregoing, the L/C Issuer may accept documents that appear on
their face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary, and the L/C Issuer
shall not be responsible for the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign a Letter of Credit
or the rights or benefits thereunder or proceeds thereof, in whole or in part,
which may prove to be invalid or ineffective for any reason.

                  (g) Cash Collateral. Upon written notice by the Agent, (i) if
any Event of Default has occurred and is continuing, or (ii) if, as of 60 days
prior to the Maturity Date, any Letter of Credit may for any reason remain
outstanding and partially or wholly undrawn, on the Business Day it receives
such notice from the Agent the Borrower shall Cash Collateralize the then
Outstanding Amount of all L/C Obligations (in an amount equal to such
Outstanding Amount determined as of the date of such L/C Borrowing) which such
amount shall be set forth in the notice. For purposes hereof, "Cash
Collateralize" means to pledge and deposit with or deliver to the Agent, for the
benefit of the L/C Issuer and the Lenders, as collateral for the L/C
Obligations, (i) cash, (ii) deposit account balances pursuant to documentation
in form and substance reasonably satisfactory to the Agent (which documents are
hereby consented to by the Lenders), or (iii) a standby letter of credit (issued
by a bank acceptable to Agent in its sole discretion) in an amount equal to the
Outstanding Amount of all L/C Obligations. Derivatives of such term have
corresponding meanings. The Borrower hereby grants to the Agent, for the benefit
of the L/C Issuer and the Lenders, a security interest in all such cash, deposit
accounts and all balances therein and rights under any standby letter of credit,
and all proceeds of the foregoing. Cash collateral shall be maintained in
blocked, non-interest bearing deposit accounts at Wells Fargo, but will be
invested overnight.

                  (h) Applicability of UCP and ISP98. Unless otherwise expressly
agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued, in
L/C Issuer's discretion (i) the rules of the Uniform Customs and Practice for
Documentary Credits, as most recently published by the International Chamber of
Commerce (the "ICC") at the time of issuance (including the

                                      -28-
<PAGE>

ICC decision published by the Commission on Banking Technique and Practice on
April 6, 1998 regarding the European single currency (euro)) shall apply to each
commercial Letter of Credit, and (ii) the rules of the "International Standby
Practices 1998" published by the Institute of International Banking Law &
Practice (or such later version thereof as may be in effect at the time of
issuance) shall apply to each standby Letter of Credit.

                  (i) Letter of Credit Fees. The Borrower shall pay to the Agent
for the account of each Lender in accordance with its Commitment Percentage (i)
a one-time Letter of Credit fee for each commercial Letter of Credit equal to
0.25% times the face amount of such Letter of Credit (but in no event less than
$500 payable at issue) and (ii) per annum a Letter of Credit fee for each
standby Letter of Credit equal to the applicable Margin Percentage for LIBOR
Borrowings times the face amount of such Letter of Credit (but in no event less
than $500 payable at issue). Such letter of credit fees shall be computed on a
quarterly basis in arrears. Such letter of credit fees shall be due and payable
on each Quarterly Date, commencing with the first Quarterly Date to occur after
the issuance of such Letter of Credit, on the Letter of Credit Expiration Date
and thereafter on demand. If there is any change in the Margin Percentage during
any quarter, the actual daily amount of each Letter of Credit shall be computed
and multiplied by the Margin Percentage separately for each period during such
quarter that such Margin Percentage was in effect.

                  (j) Fronting Fee and Documentary and Processing Charges
Payable to L/C Issuer. The Borrower shall pay directly to the L/C Issuer for its
own account (i) a fronting fee for each standby Letter of Credit equal to 0.125%
times the face amount of such letter of credit (but in no event less than $500
payable at issue) due and payable on the issuance thereof and (ii) a fronting
fee with respect to each commercial Letter of Credit in the amounts and at the
times as determined in accordance with Wells Fargo's then current fee policy. In
addition, the Borrower shall pay directly to the L/C Issuer for its own account
the customary presentation, amendment, transfer and negotiation and other
processing fees, and other standard costs and charges, of the L/C Issuer
relating to letters of credit as from time to time determined in accordance with
Wells Fargo's then current fee policy. Such customary fees and standard costs
and charges are due and payable on demand and are nonrefundable.

                  (k) Fees Paid on Existing L/Cs. All fees paid to Wells Fargo
Bank, N.A. or any other parties before the date of this Agreement in respect of
any Existing L/Cs are solely for the account of those parties without any
accounting for them or sharing of them with the Agent or Lenders notwithstanding
any contrary provision in this Agreement.

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

         Section 2.4 Terminations or Reductions of Commitments.

                  (a) Mandatory. On the Maturity Date, all Commitments shall be
terminated in their entirety.

                  (b) Optional. Borrower shall have the right to terminate or
reduce the unused portion of the Commitments at any time or from time to time,
provided that (i) Borrower shall

                                      -29-
<PAGE>

give notice of each such termination or reduction to Agent as provided in
Section 4.3 hereof and (ii) each such partial reduction shall be in an integral
multiple of $500,000.

                  (c) No Reinstatement. No termination or reduction of the
Commitments may be reinstated without the written approval of Agent and the
Lenders.

         Section 2.5 Fees.

                  (a) Facility Fee. Borrower shall pay to Agent for the account
of each Lender in accordance with its Commitment Percentage, a facility fee
equal to the Facility Fee Percentage times the actual daily amount of the
Aggregate Commitments (or, of the Aggregate Commitments have terminated, on the
Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C
Obligations), regardless of usage. Such facility fees shall be computed (on the
basis of the actual number of days elapsed in a year composed of 365 or 366
days, as the case may be) on each day. The facility fee shall be due and payable
in arrears on the Quarterly Dates prior to the Maturity Date and on the Maturity
Date (and, if applicable, thereafter on demand).

                  (b) Utilization Fee. Borrower shall pay to Agent for the
account of each Lender in accordance with its Commitment Percentage, a
utilization fee at a rate per annum equal to the Utilization Fee Percentage
times the Total Outstandings on each day that the Total Outstandings exceed 33
1/3% of the actual daily amount of the Aggregate Commitments. Such utilization
fees shall be computed (on the basis of the actual number of days elapsed in a
year composed of 365 or 366 days, as the case may be) on each day. The
utilization fee shall be due and payable in arrears on the Quarterly Dates prior
to the Maturity Date and on the Maturity Date.

                  (c) All past due fees payable under this Section shall bear
interest at the Past Due Rate.

         Section 2.6 Several Obligations. The failure of any Lender to make any
Loan to be made by it on the date specified therefor or to fund any
participation in Letters of Credit and Swing Line Loans on any date required
hereunder shall not relieve any other Lender of its obligation to make its Loan
or fund any such participation on such date, but neither Agent nor any Lender
shall be responsible or liable for the failure of any other Lender to make a
Loan or fund a participation to be made by such other Lender. Notwithstanding
anything contained herein to the contrary, (a) no Lender shall be required to
make or maintain Loans at any time outstanding if as a result the total
Obligations owed to such Lender shall exceed the lesser of (1) such Lender's
Commitment Percentage of all Obligations and (2) such Lender's Commitment
Percentage of the total Aggregate Commitments in effect at such time and (b) if
a Lender fails to make a Loan as and when required hereunder, then upon each
subsequent event which would otherwise result in funds being paid to the
defaulting Lender, the amount which would have been paid to the defaulting
Lender shall be divided among the non-defaulting Lenders ratably according to
their respective shares of the outstanding Commitment Percentages until the
Obligations of each Lender (including the defaulting Lender) are equal to such
Lender's Commitment Percentage of the total Obligations.

         Section 2.7 Notes. The Revolving Loans made by each Lender shall be
evidenced by a single promissory note of Borrower (each a "Revolving Note") in
substantially the form of Exhibit C hereto payable to the order of such Lender
in a principal amount equal to the Commitment of such Lender, and otherwise duly
completed. The Swing Line Loan shall be

                                      -30-
<PAGE>

evidenced by a single promissory note of the Borrower (the "Swing Line Note") in
substantially the form of Exhibit J hereto payable to the order of Swing Line
Lender in a principal amount equal to the Swing Line Sublimit, and otherwise
duly completed. The promissory notes described in this Section are each,
together with all renewals, extensions, modifications and replacements thereof
and substitutions therefor, collectively called the "Notes". Each Lender is
hereby authorized by Borrower to endorse on the schedule (or a continuation
thereof) that may be attached to each Note of such Lender, to the extent
applicable, the date, amount, type of and the applicable period of interest for
each Loan made by such Lender to Borrower hereunder, and the amount of each
payment or prepayment of principal of such Loan received by such Lender,
provided that any failure by such Lender to make any such endorsement shall not
affect the obligations of Borrower under such Note or hereunder in respect of
such Loan.

         Section 2.8 Use of Proceeds. The proceeds of the Credit Extensions
shall be used (i) to refinance certain existing Indebtedness of the Borrower,
(ii) for working capital and general corporate purposes (including acquisitions)
and (iii) to pay certain fees and expenses incurred in connection with the
transactions contemplated by this Agreement. Neither Agent nor any Lender shall
have any responsibility as to the use of any proceeds of the Credit Extensions.

         Section 2.9 Increase of Commitments.

                  (a) Provided no Default or Event of Default has occurred and
is continuing, upon notice to the Agent (which shall promptly notify the
Lenders), the Borrower may from time to time, request an increase in the
Aggregate Commitments to an aggregate amount of up to $300,000,000. At the time
of sending such notice, the Borrower (in consultation with the Agent) shall
specify the time period within which each Lender is requested to respond (which
shall in no event be less than 10 Business Days from the date of delivery of
such notice to the Lenders). Each Lender shall notify the Agent within such time
period whether or not it agrees to increase its Commitment and, if so, whether
by an amount equal to, greater than, or less than its Commitment Percentage of
such requested increase. Any Lender not responding within such time period shall
be deemed to have declined to increase its Commitment. The Agent shall notify
the Borrower and each Lender of the Lenders' responses to each request made
hereunder. To achieve the full amount of a requested increase, the Borrower may
also invite additional Eligible Assignees to become Lenders pursuant to a
joinder agreement in Proper Form.

                  (b) If the Aggregate Commitments are increased in accordance
with this Section, the Agent and the Borrower shall determine the effective date
(the "Increase Effective Date") and the final allocation of such increase. The
Agent shall promptly notify the Borrower and the Lenders of the final allocation
of such increase and the Increase Effective Date. As a condition precedent to
such increase, the Borrower shall deliver to the Agent a certificate of the
Borrower dated as of the Increase Effective Date (in sufficient copies for each
Lender) signed by a Responsible Officer (i) certifying and attaching the
resolutions adopted by the Borrower approving or consenting to such increase,
and (ii) certifying that, before and after giving effect to such increase, (A)
the representations and warranties contained in Section 6 hereof and the other
Loan Documents are true and correct on and as of the Increase Effective Date,
except to the extent that such representations and warranties specifically refer
to an earlier date, in which case they are true and correct as of such earlier
date, and except that for purposes of this Section 2.9, the representations and
warranties contained in Section 6.2 shall be deemed to refer to the most recent
statements furnished pursuant to subsections (a) and (b) of Section 7.2, and (B)
no Default or Event of Default exists. The Borrower shall prepay any Revolving
Loans outstanding on the

                                      -31-
<PAGE>

Increase Effective Date (and pay any additional amounts required pursuant to
Section 3.3(c)(iv)) to the extent necessary to keep the outstanding Revolving
Loans ratable with any revised Commitment Percentages arising from any
nonratable increase in the Commitments under this Section.

                  (c) This Section shall supersede any provisions in Sections
4.5, 11.5 or 11.6 to the contrary.

Section 2.10 Non-Application of Chapter 346 of Texas Finance Code. Borrower,
Agent and the Lenders agree pursuant to Chapter 346 ("Chapter 346") of the Texas
Finance Code, that Chapter 346 (which relates to open-end line of credit
revolving loan accounts) shall not apply to this Agreement, the Notes or any
Obligation and that neither the Notes nor any Obligation shall be governed by
Chapter 346 or subject to its provisions in any manner whatsoever.

SECTION 3. BORROWINGS, PAYMENTS, PREPAYMENTS AND INTEREST OPTIONS.

         Section 3.1 Borrowings. Borrower shall give Agent notice of each
borrowing to be made hereunder as provided in Section 4.3 hereof and Agent shall
promptly notify each Lender of such request. Not later than 12:00 noon central
time on the date specified for each such borrowing hereunder, each Lender shall
make available the amount of the Loan, if any, to be made by it on such date to
Agent at its Principal Office, in immediately available funds, for the account
of Borrower. Such amounts received by Agent will be held in an account
maintained by Borrower with Agent. The amounts so received by Agent shall,
subject to the terms and conditions of this Agreement, be made available to
Borrower by wiring or otherwise transferring, in immediately available funds,
such amount to an account designated by Borrower and approved by Agent.

         Section 3.2 Payments; Prepayments.

                  (a) Optional Prepayments on Revolving Loans. Except as
provided in Section 3.3 hereof, Borrower shall have the right to prepay, on any
Business Day, in whole or in part, without the payment of any premium, penalty
or fee (other than Funding Losses), any Revolving Loans at any time or from time
to time, provided that Borrower shall give Agent notice of each such prepayment
as provided in Section 4.3 hereof. Each optional prepayment on a Revolving Loan
shall be in an amount equal to a minimum of $1,000,000 plus integral multiples
of $500,000.

                  (b) Optional Prepayments on Swing Line Loans. Borrower shall
have the right to prepay, on any Business Day, in whole or in part, without the
payment of any premium, penalty or fee, any Swing Line Loans at any time or from
time to time, provided that Borrower shall give Agent notice of each such
prepayment as provided in Section 4.3 hereof. Each optional prepayment on a
Swing Line Loan shall be in an amount equal to a minimum of $500,000.

                  (c) Mandatory Prepayments. If for any reason the Total
Outstandings at any time exceed the Aggregate Commitments then in effect, the
Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C
Obligations in an aggregate amount equal to such excess; provided, however, that
the Borrower shall not be required to Cash Collateralize the L/C Obligations
pursuant to this Section 3.2(c) unless after the prepayment in full of the
Revolving

                                      -32-
<PAGE>

Loans and the Swing Line Loans the Total Outstandings exceed the Aggregate
Commitments then in effect.

                  (d) Interest Payments. Accrued and unpaid interest on the
unpaid principal balance of the Loans shall be due and payable on the Interest
Payment Dates and on the date of any prepayment of the Loans.

                  (e) Interest on Past Due Payments. Subject to Section 11.7
hereof, Borrower will pay to Agent for the account of each Lender interest at
the applicable Past Due Rate on any amount payable by Borrower hereunder to or
for the account of such Lender (but, if such amount is interest, only to the
extent legally allowed), which shall not be paid in full within five (5) days
after the date due (whether at stated maturity, by acceleration or otherwise),
for the period commencing on the expiration of such five (5) day period until
the same is paid in full.

         Section 3.3 Interest Options.

                  (a) Options Available. The outstanding principal balance of
the Notes shall bear interest at the Base Rate; provided, that (1) subject to
Section 3.2(e), all past due amounts, both principal and accrued and unpaid
interest, shall bear interest at the Past Due Rate, and (2) subject to the
provisions hereof, Borrower shall have the option of having all or any portion
of the principal balances of the Revolving Notes from time to time outstanding
bear interest at a Eurodollar Rate. The records of Agent and each of the Lenders
with respect to Interest Options, Interest Periods and the amounts of Loans to
which they are applicable shall be prima facie evidence of the correctness
thereof. Interest on the Revolving Loans shall be calculated at the Base Rate
except where it is expressly provided pursuant to this Agreement that a
Eurodollar Rate is to apply. Interest on the amount of each advance against the
Notes shall be computed on the amount of that advance and from the date it is
made to but excluding the date of repayment thereof. Notwithstanding anything in
this Agreement to the contrary, for the full term of the Notes the interest rate
produced by the aggregate of all sums paid or agreed to be paid to the holders
of the Notes for the use, forbearance or detention of the debt evidenced thereby
(including all interest on the Notes at the Stated Rate plus the Additional
Interest) shall not exceed the Ceiling Rate.

                  (b) Designation and Conversion. Borrower shall have the right
to designate or convert its Interest Options in accordance with the provisions
hereof. Provided no Event of Default has occurred and is continuing and subject
to the last sentence of Section 3.3(a) and the provisions of Section 3.3(c),
Borrower may elect to have a Eurodollar Rate apply or continue to apply to all
or any portion of the principal balance of the Revolving Notes. Each change in
Interest Options shall be a conversion of the rate of interest applicable to the
specified portion of the Revolving Loans, but such conversion shall not change
the respective outstanding principal balances of the Revolving Notes. The
Interest Options shall be designated or converted in the manner provided below:

                           (i) Borrower shall give Agent telephonic notice,
         promptly confirmed by a Rate Designation Notice (and Agent shall
         promptly inform each Lender thereof). Each such telephonic and written
         notice shall specify the amount of the Revolving Loan which is the
         subject of the designation, if any; the amount of borrowings into which
         such borrowings are to be converted or for which an Interest Option is
         designated; the proposed date for the designation or conversion and the
         Interest Period or Periods, if any,

                                      -33-
<PAGE>

         selected by Borrower. Such telephonic notice shall be irrevocable and
         shall be given to Agent no later than the applicable Rate Designation
         Date.

                           (ii) No more than ten (10) LIBOR Borrowings shall be
         in effect at any time.

                           (iii) Each advance, designation or conversion of a
         LIBOR Borrowing shall occur on a LIBOR Business Day.

                           (iv) Except as provided in Section 3.3(c) hereof, no
         LIBOR Borrowing may be converted to a Base Rate Borrowing or another
         LIBOR Borrowing on any day other than the last day of the applicable
         Interest Period.

                           (v) Each request for a LIBOR Borrowing shall be in
         the amount equal to $5,000,000 or an integral multiple of $1,000,000 in
         excess thereof.

                           (vi) Subject to Section 3.3(c)(i), each designation
         of an Interest Option with respect to the Revolving Notes shall apply
         to all of the Revolving Notes ratably in accordance with their
         respective outstanding principal balances. If any Lender assigns an
         interest in its Revolving Note when any LIBOR Borrowing is outstanding
         with respect thereto, then such assignee shall have its ratable
         interest in such LIBOR Borrowing.

                  (c) Special Provisions Applicable to LIBOR Borrowings.

                           (i) Options Unlawful. If the adoption of any
         applicable Legal Requirement after the Effective Date or any change
         after the Effective Date in any applicable Legal Requirement or in the
         interpretation or administration thereof by any Governmental Authority
         or compliance by any Lender with any request or directive (whether or
         not having the force of law) issued after the Effective Date by any
         central bank or other Governmental Authority shall at any time make it
         unlawful or impossible for any Lender to permit the establishment of or
         to maintain any LIBOR Borrowing, the commitment of such Lender to
         establish such LIBOR Borrowing shall forthwith be canceled and Borrower
         shall on the last day the Interest Period relating to any outstanding
         LIBOR Borrowing (or within such earlier period as may be required by
         applicable law) (1) convert the LIBOR Borrowing of such Lender to a
         Base Rate Borrowing; (2) pay all accrued and unpaid interest to date on
         the amount so converted; and (3) pay any amounts required to compensate
         each Lender for any additional cost or expense which any Lender may
         incur as a result of such adoption of or change in such Legal
         Requirement or in the interpretation or administration thereof and any
         Funding Loss which any Lender may incur as a result of such conversion.
         If, when Agent so notifies Borrower, Borrower has given a Rate
         Designation Notice specifying a LIBOR Borrowing but the selected
         Interest Period has not yet begun, as to the applicable Lender such
         Rate Designation Notice shall be deemed to be of no force and effect,
         as if never made, and the balance of the Revolving Loans made by such
         Lender specified in such Rate Designation Notice shall bear interest at
         the Base Rate until a different available Interest Option shall be
         designated in accordance herewith.

                           (ii) Increased Cost of Borrowings. Subject to Section
         11.15, if the adoption after the Effective Date of any applicable Legal
         Requirement or any change after the Effective Date in any applicable
         Legal Requirement or in the interpretation or

                                      -34-
<PAGE>

         administration thereof by any Governmental Authority or compliance by
         any Lender with any request or directive (whether or not having the
         force of law) issued after the Effective Date by any central bank or
         Governmental Authority shall at any time as a result of any portion of
         the principal balances of the Revolving Notes being maintained on the
         basis of a Eurodollar Rate:

                                    (1) subject any Lender to any Taxes, or any
                           deduction or withholding for any Taxes, on or from
                           any payment due under any LIBOR Borrowing or other
                           amount due hereunder, other than income and franchise
                           taxes of the United States or its political
                           subdivisions or such other jurisdiction in which the
                           applicable Lender has any office or applicable
                           lending office; or

                                    (2) change the basis of taxation of payments
                           due from Borrower to any Lender under any LIBOR
                           Borrowing (otherwise than by a change in the rate of
                           taxation of the gross revenues or overall net income
                           of such Lender); or

                                    (3) impose, modify, increase or deem
                           applicable any reserve requirement (excluding that
                           portion of any reserve requirement included in the
                           calculation of the applicable Eurodollar Rate),
                           special deposit requirement or similar requirement
                           (including, but not limited to, state law
                           requirements) against assets of any Lender, or
                           against deposits with any Lender, or against loans
                           made by any Lender, or against any other funds,
                           obligations or other Property owned or held by any
                           Lender; or

                                    (4) impose on any Lender any other condition
                           regarding any LIBOR Borrowing;

                           and the result of any of the foregoing is to increase
                           the cost to any Lender of agreeing to make or of
                           making, renewing or maintaining such LIBOR Borrowing,
                           or reduce the amount of principal or interest
                           received by any Lender, then, within 15 Business Days
                           after demand by Agent (accompanied by a statement
                           setting forth in reasonable detail the applicable
                           Lender's basis therefor), Borrower shall pay to Agent
                           additional amounts which shall compensate each Lender
                           for such increased cost or reduced amount. The
                           determination by any Lender of the amount of any such
                           increased cost, increased reserve requirement or
                           reduced amount shall be prima facie evidence of the
                           correctness thereof. Borrower shall have the right,
                           if it receives from Agent any notice referred to in
                           this paragraph, upon three Business Days' notice to
                           Agent (which shall notify each affected Lender),
                           either (i) to repay in full (but not in part) any
                           borrowing with respect to which such notice was
                           given, together with any accrued interest thereon, or
                           (ii) to convert the LIBOR Borrowing which is the
                           subject of the notice to a Base Rate Borrowing;
                           provided, that any such repayment or conversion shall
                           be accompanied by payment of (x) the amount required
                           to compensate each Lender for the increased cost or
                           reduced amount referred to in the preceding
                           paragraph; (y) all accrued and unpaid interest to
                           date on the amount so repaid or converted, and (z)
                           any

                                      -35-
<PAGE>

                           Funding Loss which any Lender may incur as a result
                           of such repayment or conversion. Each Lender will
                           notify Borrower through Agent of any event occurring
                           after the date of this Agreement which will entitle
                           such Lender to compensation pursuant to this Section
                           as promptly as practicable after it obtains knowledge
                           thereof and determines to request such compensation,
                           and (if so requested by Borrower through Agent) will
                           designate a different lending office of such Lender
                           for the applicable LIBOR Borrowing or will take such
                           other action as Borrower may reasonably request if
                           such designation or action is consistent with the
                           internal policy of such Lender and legal and
                           regulatory restrictions, will avoid the need for, or
                           reduce the amount of, such compensation and will not,
                           in the sole opinion of such Lender, be
                           disadvantageous to such Lender (provided that such
                           Lender shall have no obligation so to designate a
                           different lending office which is located in the
                           United States of America).

                           (iii) Inadequacy of Pricing and Rate Determination.
         If, for any reason with respect to any Interest Period, Agent (or, in
         the case of clause 3 below, the applicable Lender) shall have
         reasonably determined that:

                                    (1) Agent is unable through its customary
                           general practices to determine any applicable
                           Eurodollar Rate, or

                                    (2) by reason of circumstances affecting the
                           applicable market, generally, Agent is not being
                           offered deposits in United States dollars in such
                           market, for the applicable Interest Period and in an
                           amount equal to the amount of any applicable LIBOR
                           Borrowing requested by Borrower, or

                                    (3) any applicable Eurodollar Rate will not
                           adequately and fairly reflect the cost to any Lender
                           of making and maintaining such LIBOR Borrowing
                           hereunder for any proposed Interest Period,

                           then Agent shall give Borrower notice thereof and
                           thereupon, (A) any Rate Designation Notice previously
                           given by Borrower designating the applicable LIBOR
                           Borrowing which has not commenced as of the date of
                           such notice from Agent shall be deemed for all
                           purposes hereof to be of no force and effect, as if
                           never given, and (B) until Agent shall notify
                           Borrower that the circumstances giving rise to such
                           notice from Agent no longer exist, each Rate
                           Designation Notice requesting the applicable
                           Eurodollar Rate shall be deemed a request for a Base
                           Rate Borrowing, and any applicable LIBOR Borrowing
                           then outstanding shall be converted, without any
                           notice to or from Borrower, upon the termination of
                           the Interest Period then in effect with respect to
                           it, to a Base Rate Borrowing.

                           (iv) Funding Losses. Borrower shall indemnify each
         Lender against and hold each Lender harmless from any Funding Loss.
         Subject to Section 11.15, this indemnity shall survive the payment of
         the Revolving Notes. Within 15 Business Days after demand by Agent
         (accompanied by a certificate of such Lender setting forth in
         reasonable detail the amount and calculation of the amount claimed as
         to any Funding

                                      -36-
<PAGE>

         Losses, which shall be prima facie evidence of the correctness
         thereof), Borrower shall pay to Agent, for the account of such Lender,
         the amount of such Funding Losses.

                  (d) Funding Offices; Adjustments Automatic; Calculation Year.
Any Lender may, if it so elects, fulfill its obligation as to any LIBOR
Borrowing by causing a branch or affiliate of such Lender to make such Revolving
Loan and may transfer and carry such Revolving Loan at, to or for the account of
any branch office or affiliate of such Lender; provided, that in such event for
the purposes of this Agreement such Revolving Loan shall be deemed to have been
made by such Lender and the obligation of Borrower to repay such Revolving Loan
shall nevertheless be to such Lender and shall be deemed held by it for the
account of such branch or affiliate. Without notice to Borrower or any other
Person, each rate required to be calculated or determined under this Agreement
shall automatically fluctuate upward and downward in accordance with the
provisions of this Agreement. Interest at the Prime Rate and at the Base Rate
shall be computed on the basis of the actual number of days elapsed in a year
consisting of 365 or 366 days, as the case may be. All other interest required
to be calculated or determined under this Agreement shall be computed on the
basis of the actual number of days elapsed in a year consisting of 360 days,
unless the Ceiling Rate would thereby be exceeded, in which event, to the extent
necessary to avoid exceeding the Ceiling Rate, the applicable interest shall be
computed on the basis of the actual number of days elapsed in the applicable
calendar year in which accrued.

                  (e) Funding Sources. Notwithstanding any provision of this
Agreement to the contrary, each Lender shall be entitled to fund and maintain
its funding of all or any part of the Revolving Loans in any manner it sees fit,
it being understood, however, that for the purposes of this Agreement all
determinations hereunder shall be made as if each Lender had actually funded and
maintained each LIBOR Borrowing during each Interest Period through the purchase
of deposits having a maturity corresponding to such Interest Period and bearing
an interest rate equal to the Eurodollar Rate for such Interest Period.

SECTION 4. PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS, ETC.

         Section 4.1 Payments.

                  (a) The Borrower shall repay to the Lenders on the Maturity
Date the aggregate amount of Revolving Loans outstanding on such date.

                  (b) The Borrower shall repay each Swing Line Loan on the
earlier to occur of (i) the date 10 days after such Swing Line Loan is made and
(ii) the Maturity Date.

                  (c) Except to the extent otherwise provided herein, all
payments of principal, interest and other amounts to be made by Borrower
hereunder, under the Notes and under the other Loan Documents shall be made in
Dollars, in immediately available funds, to Agent at the Principal Office (or in
the case of a successor Agent, at the principal office of such successor Agent
in the United States), not later than 11:00 a.m. central time on the date on
which such payment shall become due (each such payment made after such time on
such due date to be deemed to have been made on the next succeeding Business
Day).

                  (d) Borrower shall, at the time of making each payment
hereunder, under any Note or under any other Loan Document, specify to Agent the
Loans or other amounts payable by Borrower hereunder or thereunder to which such
payment is to be applied. Each payment

                                      -37-
<PAGE>

received by Agent hereunder, under any Note or under any other Loan Document for
the account of a Lender shall be paid promptly to such Lender, in immediately
available funds. If Agent fails to send to any Lender the applicable amount by
the close of business on the date any such payment is received by Agent if such
payment is received prior to 11:00 a.m. central time (or on the next succeeding
Business Day with respect to payments which are received after 11:00 a.m.
central time), Agent shall pay to the applicable Lender interest on such amount
from such date at the Federal Funds Rate. Borrower, the Lenders and Agent
acknowledge and agree that this provision and each other provision of this
Agreement or any of the other Loan Documents relating to the application of
amounts in payment of the Obligations shall be subject to the provisions of
Section 4.2(f) regarding pro rata application of amounts after an Event of
Default shall have occurred and be continuing.

                  (e) If the due date of any payment hereunder or under any Note
falls on a day which is not a Business Day, the due date for such payments
(except as otherwise provided in clause (2) of the definition of "Interest
Period") shall be extended to the next succeeding Business Day and interest
shall be payable for any principal so extended for the period of such extension.

                  (f) All payments by Borrower hereunder or under any other Loan
Document shall be made free and clear of and without deduction for or on account
of any present or future income, stamp, or other taxes, fees, duties,
withholding or other charges of any nature whatsoever imposed by any taxing
authority excluding in the case of Agent and each Lender taxes imposed on or
measured by its net income or franchise taxes imposed by the jurisdiction in
which it is organized or through which it acts for purposes of this Agreement
(such non-excluded items being hereinafter referred to as "Taxes"). If as a
result of any change in law (or the interpretation thereof) after the date that
Agent or the applicable Lender became a party to this Agreement, any withholding
or deduction from any payment to be made to, or for the account of, such Person
by Borrower hereunder or under any other Loan Document is required in respect of
any Taxes pursuant to any applicable law, rule, or regulation, then Borrower
will (i) pay to the relevant authority the full amount required to be so
withheld or deducted; (ii) to the extent available, promptly forward to Agent an
official receipt or other documentation reasonably satisfactory to Agent
evidencing such payment to such authority; and (iii) pay to Agent, for the
account of each affected Person, such additional amount or amounts as are
necessary to ensure that the net amount actually received by such Lender will
equal the full amount such Person would have received had no such withholding or
deduction been required. Each such Person shall determine such additional amount
or amounts payable to it (which determination shall be prima facie evidence of
the correctness thereof). If Agent or any Lender becomes aware that any such
withholding or deduction from any payment to be made by Borrower hereunder or
under any other Loan Document is required, then such Person shall promptly
notify Agent and Borrower thereof stating the reasons therefor and the
additional amount required to be paid under this Section. Each Lender shall
execute and deliver to Agent and Borrower such forms as it may be required to
execute and deliver pursuant to Section 11.13 hereof. To the extent that any
such withholding or deduction results from the failure of a Lender to provide a
form required by Section 11.13 hereof (unless such failure is due to some
prohibition under applicable Legal Requirements), Borrower shall have no
obligation to pay the additional amount required by clause (iii) above. Anything
in this Section notwithstanding, if any Lender elects to require payment by
Borrower of any material amount under this Section, Borrower may, within 60 days
after the date of receiving notice thereof and so long as no Default shall have
occurred and be continuing, elect to terminate such Lender as a party to this
Agreement; provided that,

                                      -38-
<PAGE>

concurrently with such termination Borrower shall (i) if Agent and each of the
other Lenders shall consent, pay that Lender all principal, interest and fees
and other amounts owed to such Lender through such date of termination or (ii)
have arranged for another financial institution approved by Agent (such approval
not to be unreasonably withheld or delayed) as of such date, to become a
substitute Lender for all purposes under this Agreement in the manner provided
in Section 11.6; provided further that, prior to substitution for any Lender,
Borrower shall have given written notice to Agent of such intention and the
Lenders shall have the option, but no obligation, for a period of 60 days after
receipt of such notice, to increase their Commitments in order to replace the
affected Lender in lieu of such substitution.

         Section 4.2 Pro Rata Treatment. Except to the extent otherwise provided
herein: (a) each revolving borrowing from the Lenders under Section 2.1 hereof
shall be made ratably from the Lenders in accordance with their respective
Commitments; (b) each Lender's participations in L/C Obligations or Swing Line
Loans shall be determined, pro rata, according to the Lender's respective
Commitments; (c) each payment of facility and utilization fees shall be made for
the account of the Lenders, and each termination or reduction of the Commitments
of the Lenders under Section 2.4 hereof shall be applied, pro rata, according to
the Lenders' respective Commitments, and (d) each payment by Borrower of
principal of or interest on the Loans shall be made to Agent for the account of
the Lenders pro rata in accordance with the respective unpaid principal amounts
of such Loans held by the Lenders.

         Section 4.3 Certain Actions, Notices, Etc. Notices to Agent of any
termination or reduction of Commitments and of borrowings and optional
prepayments of Loans shall be irrevocable and shall be effective only if
received by Agent not later than 12:00 noon central time on the number of
Business Days prior to the date of the relevant termination, reduction,
borrowing and/or prepayment specified below:

<TABLE>
<CAPTION>
                                         Number of Business Days
                                             Prior Notice
<S>                                      <C>
Termination or Reduction of Commitments          3

Loan repayment                                   1

Borrowing of the Base Rate                       1

Selection of a Eurodollar Rate                   3 LIBOR Business Days

Prepayment of Base Rate Borrowing                1

Prepayment of LIBOR Borrowing                    3 LIBOR Business Days

Swing Line Borrowing and repayment               same day
</TABLE>

Each such notice of termination or reduction shall specify the amount of the
applicable Commitment to be terminated or reduced. Each such notice of borrowing
or prepayment shall specify the amount of the Loans to be borrowed or prepaid
and the date of borrowing or prepayment (which shall be a Business Day). Agent
shall promptly notify the affected Lenders of the contents of each such notice.

         Section 4.4 Non-Receipt of Funds by Agent. Unless Agent shall have been
notified by a Lender or Borrower (the "Payor") prior to the date on which such
Lender is to make

                                      -39-
<PAGE>

payment to Agent of the proceeds of a Loan to be made by it hereunder or
Borrower is to make a payment to Agent for the account of one or more of the
Lenders, as the case may be (such payment being herein called the "Required
Payment"), which notice shall be effective upon receipt, that the Payor does not
intend to make the Required Payment to Agent, Agent may assume that the Required
Payment has been made and may, in reliance upon such assumption (but shall not
be required to), make the amount thereof available to the intended recipient on
such date and, if the Payor has not in fact made the Required Payment to Agent,
the recipient of such payment shall, on demand, pay to Agent the amount made
available by Agent, together with interest thereon in respect of the period
commencing on the date such amount was so made available by Agent until the date
Agent recovers such amount at a rate per annum equal to the Federal Funds Rate
for such period.

         Section 4.5 Sharing of Payments, Etc. If a Lender shall obtain payment
of any principal of or interest on account of any Loan made by it under this
Agreement, or the participations in L/C Obligations or Swing Line Loans held by
it, or on any other Obligation then due to such Lender hereunder, through the
exercise of any right of set-off (including, without limitation, any right of
setoff or Lien granted under Section 9.2 hereof), banker's lien, counterclaim or
similar right or otherwise, it shall promptly purchase from the other Lenders
participations in the Revolving Loans made, and/or such subparticipations in the
participations in the L/C Obligations, Swing Line Loans or other Obligations
held, by the other Lenders in such amounts, and make such other adjustments from
time to time as shall be equitable to the end that all the Lenders shall share
the benefit of such payment (net of any expenses which may be incurred by such
Lender in obtaining or preserving such benefit) pro rata in accordance with the
unpaid Obligations then due to each of them; provided, however, that if all or
any portion of such excess payment is thereafter recovered from such purchasing
Lender, such purchase from each Lender shall be rescinded and such Lender shall
repay to the purchasing Lender the purchase price to the extent of such recovery
together with an amount equal to such Lender's ratable share (according to the
proportion of (i) the amount of such Lender's required repayment to (ii) the
total amount so recovered from the purchasing Lender) of any interest or other
amount paid or payable by the purchasing Lender in respect of the total amount
so recovered. To such end all the Lenders shall make appropriate adjustments
among themselves (by the resale of participations sold or otherwise) if such
payment is rescinded or must otherwise be restored. Borrower agrees, to the
fullest extent it may effectively do so under applicable law, that any Lender so
purchasing a participation in the Loans made, and/or such subparticipations in
the participations in the L/C Obligations, Swing Line Loans or other Obligations
held, by other Lenders may exercise all rights of set-off, bankers' lien,
counterclaim or similar rights with respect to such participation as fully as if
such Lender were a direct holder of Loans, participations in L/C Obligations or
Swing Line Loans or other Obligations in the amount of such participation.
Nothing contained herein shall require any Lender to exercise any such right or
shall affect the right of any Lender to exercise, and retain the benefits of
exercising, any such right with respect to any other indebtedness or obligation
of Borrower.

SECTION 5. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS.

         Section 5.1 Initial Credit Extensions. The obligation of each Lender to
make its initial Credit Extension hereunder is subject to the following
conditions precedent, each of which shall have been fulfilled or waived to the
satisfaction of Agent:

                                      -40-
<PAGE>

                  (a) Authorization and Status. Agent shall have received (i)
copies of the Organizational Documents of Borrower certified as true and correct
by its secretary, assistant secretary or other equivalent officer, (ii) evidence
reasonably satisfactory to Agent of all action taken by Borrower authorizing the
execution, delivery and performance of the Loan Documents and all other
documents related to this Agreement to which it is a party (including, without
limitation, a certificate of the secretary, assistant secretary or other
equivalent officer of each such party which is a corporation setting forth the
resolutions of its board of directors authorizing the transactions contemplated
thereby), and (iii) such certificates as may be appropriate to demonstrate the
qualification and good standing of Borrower in the jurisdiction of its
organization and in each other jurisdiction where the failure in which to
qualify could reasonably be expected to have a Material Adverse Effect.

                  (b) Incumbency. Borrower shall have delivered to Agent a
certificate in respect of the name and signature of each of the officers (i) who
is authorized to sign on its behalf the applicable Loan Documents to which it is
a party related to any Loan and (ii) who will, until replaced by another officer
or officers duly authorized for that purpose, act as its representative for the
purposes of signing documents and giving notices and other communications in
connection with any Loan. Agent and each Lender may conclusively rely on such
certificates until they receive notice in writing from Borrower to the contrary.

                  (c) Notes. Agent shall have received (i) the appropriate
Revolving Notes of Borrower for each Lender, duly completed and executed and
(ii) the Swing Line Note of the Borrower for the Swing Line Lender, duly
completed and executed.

                  (d) Loan Documents. Borrower shall have duly executed and
delivered the Loan Documents to which it is a party (in such number of copies as
Agent shall have requested). Each such Loan Document shall be in substantially
the form furnished to the Lenders prior to their execution of this Agreement,
together with such changes therein as Agent may approve.

                  (e) Fees and Expenses. Borrower shall have paid to Agent all
unpaid fees in the amounts previously agreed upon in writing among Borrower and
Agent.

                  (f) Opinions of Counsel. Agent shall have received such
opinions of counsel to Borrower as Agent shall reasonably request with respect
to Borrower and the Loan Documents.

                  (g) Consents. Agent shall have received evidence reasonably
satisfactory to the Majority Lenders that all material consents of each
Governmental Authority and of each other Person, if any, reasonably required in
connection with (a) the Loans and (b) the execution, delivery and performance of
this Agreement and the other Loan Documents have been satisfactorily obtained.

                  (h) Termination and Release Agreement. A Termination and
Release Agreement with respect to the Existing Credit Agreement, in form and
substance reasonably satisfactory to the Agent, duly executed by the Borrower;

                  (i) Other Documents. Agent shall have received such other
documents consistent with the terms of this Agreement and relating to the
transactions contemplated hereby as Agent may reasonably request.

                                      -41-
<PAGE>

         Section 5.2 All Credit Extensions. The obligation of each Lender to
make any Credit Extension to be made by it hereunder is subject to: (a) the
accuracy, in all material respects, on the date of such Credit Extension of all
representations and warranties of Borrower contained in this Agreement and the
other Loan Documents, except to the extent expressly limited to an earlier date;
(b) Agent, and, if applicable, the L/C Issuer or the Swing Line Lender, shall
have received the following, all of which shall be duly executed and in Proper
Form: (1) a Request for Extension of Credit as to the Loan no later than 12:00
noon central time on the Business Day on which such Request for Extension of
Credit must be given under Section 4.3 hereof and (2) such other documents as
Agent, and, if applicable, the L/C Issuer or the Swing Line Lender may
reasonably require; (c) prior to the making of such Credit Extension, there
shall have occurred no event which could reasonably be expected to have a
Material Adverse Effect; (d) no Default or Event of Default shall have occurred
and be continuing, and (e) the making of such Credit Extension shall not be
illegal or prohibited by any Legal Requirement. The submission by Borrower of a
Request for Extension of Credit shall be deemed to be a representation and
warranty that the conditions precedent to the applicable Credit Extension have
been satisfied.

SECTION 6. REPRESENTATIONS AND WARRANTIES.

         To induce Agent and the Lenders to enter into this Agreement and to
make the Credit Extensions, Borrower represents and warrants (such
representations and warranties to survive any investigation and the making of
the Credit Extensions) to the Lenders and Agent as follows:

         Section 6.1 Organization. Borrower and each of its Restricted
Subsidiaries (a) is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization; (b) has all necessary power
and authority to conduct its business as presently conducted, and (c) is duly
qualified to do business and in good standing in the jurisdiction of its
organization and in all jurisdictions in which the failure to so qualify could
reasonably be expected to have a Material Adverse Effect.

         Section 6.2 Financial Statements. Borrower has furnished to Agent (i)
audited financial statements (including a balance sheet) as to Borrower which
fairly present in all material respects, in accordance with GAAP, the
consolidated financial condition and the results of operations of Borrower and
its Subsidiaries as of the end of the fiscal year ended December 31, 2002, (ii)
unaudited financial statements (including a balance sheet) as to Borrower which
fairly present in all material respects, in accordance with GAAP (subject to
year-end adjustments and the absence of notes), the consolidated financial
condition and the results of operations of Borrower and its Subsidiaries as of
the end of the fiscal quarter ended September 30, 2003 and (iii) financial
projections for the fiscal year ending December 31, 2004, including a pro forma
balance sheet and statements of projected income and cash flow, all after giving
effect to the contemplated acquisitions described therein. No events, conditions
or circumstances have occurred from the date that the actual financial
statements were delivered to Agent through the Effective Date which would cause
said financial statements to be misleading in any material respect, provided
that, with respect to projected financial information, the Borrower represents
only that such information was prepared in good faith based on assumptions
believed to be reasonable at the time, it being recognized by the Lenders that
such projections as to future events are not to be viewed as facts and that
actual results during the period or periods covered by any such projections may
differ from the projected results.. There are no material instruments or
liabilities which should be reflected in such financial statements provided to
Agent which are not so reflected that are necessary in order for such financial
statement

                                      -42-
<PAGE>

presentation to conform to GAAP. Since December 31, 2002, no event has occurred
and no circumstance has arisen which could reasonably be expected to cause a
Material Adverse Effect.

         Section 6.3 Enforceable Obligations; Authorization. The Loan Documents
are legal, valid and binding obligations of Borrower, enforceable in accordance
with their respective terms, except as may be limited by bankruptcy, insolvency
and other similar laws and judicial decisions affecting creditors' rights
generally and by general equitable principles. The execution, delivery and
performance of the Loan Documents by Borrower (a) have all been duly authorized
by all necessary action; (b) are within the corporate power and authority of
Borrower; (c) do not and will not contravene or violate any Legal Requirement
applicable to Borrower or the Organizational Documents of Borrower, the
contravention or violation of which could reasonably be expected to have a
Material Adverse Effect; (d) do not and will not result in the breach of, or
constitute a default under, any material agreement or instrument by which
Borrower or any of its Property may be bound, and (e) do not and will not result
in the creation of any Lien upon any Property of Borrower, except in favor of
Agent or as expressly contemplated herein or therein. All necessary permits,
registrations and consents for such making and performance have been obtained.

         Section 6.4 Other Debt. Neither Borrower nor any its Restricted
Subsidiaries is in default in the payment of any other Indebtedness or under any
agreement, mortgage, deed of trust, security agreement or lease to which it is a
party and which default could reasonably be expected to have a Material Adverse
Effect.

         Section 6.5 Litigation. There is no litigation or administrative
proceeding, to the knowledge of any executive officer of Borrower, pending or
threatened against, nor any outstanding judgment, order or decree against,
Borrower or any of its Restricted Subsidiaries before or by any Governmental
Authority which does or could reasonably be expected to have a Material Adverse
Effect. Neither Borrower nor any its Restricted Subsidiaries is in default with
respect to any judgment, order or decree of any Governmental Authority where
such default could reasonably be expected to have a Material Adverse Effect.

         Section 6.6 Taxes. Borrower and each of its Restricted Subsidiaries has
filed all tax returns required to have been filed and paid all taxes shown
thereon to be due, except those for which extensions have been obtained and
those which are being contested in good faith or where the failure to make
required filings or pay required taxes could not reasonably be expected to have
a Material Adverse Effect.

         Section 6.7 Regulations U and X. None of the proceeds of any Loan will
be used for the purpose of purchasing or carrying directly or indirectly any
margin stock or for any other purpose would constitute this transaction a
"purpose credit" within the meaning of Regulations U and X of the Board of
Governors of the Federal Reserve System, as any of them may be amended from time
to time.

         Section 6.8 Subsidiaries. As of the Effective Date, Borrower has no
Subsidiaries other than as set forth on Exhibit F hereto. There are no
Unrestricted Subsidiaries of Borrower as of the Effective Date.

         Section 6.9 No Untrue or Misleading Statements. No document, instrument
or other writing furnished to the Lenders by or on behalf of Borrower in
connection with the transactions

                                      -43-
<PAGE>

contemplated in any Loan Document contains any untrue material statement of fact
or omits to state any such fact necessary to make the representations,
warranties and other statements contained herein or in such other document,
instrument or writing not misleading in any material respect.

         Section 6.10 ERISA. With respect to each Plan, Borrower and each member
of the Controlled Group have fulfilled their obligations, including obligations
under the minimum funding standards of ERISA and the Code and are in compliance
in all material respects with the provisions of ERISA and the Code. No event has
occurred which could result in a liability of Borrower or any member of the
Controlled Group to the PBGC or a Plan (other than to make contributions in the
ordinary course) could reasonably be expected to have a Material Adverse Effect.
There have not been any nor are there now existing any events or conditions that
would cause the Lien provided under Section 4068 of ERISA to attach to any
Property of Borrower or any member of the Controlled Group. Unfunded Liabilities
as of the date hereof are not reasonably expected to result in a Material
Adverse Effect. No "prohibited transaction" has occurred with respect to any
Plan.

         Section 6.11 Investment Company Act. Neither Borrower nor any its
Restricted Subsidiaries is an investment company within the meaning of the
Investment Company Act of 1940, as amended, or, directly or indirectly,
controlled by or acting on behalf of any Person which is an investment company,
within the meaning of said Act.

         Section 6.12 Public Utility Holding Company Act. Neither Borrower nor
any its Restricted Subsidiaries is an "affiliate" or a "subsidiary company" of a
"public utility company," or a "holding company," or an "affiliate" or a
"subsidiary company" of a "holding company," as such terms are defined in the
Public Utility Holding Company Act of 1935, as amended.

         Section 6.13 Fiscal Year. The fiscal year of Borrower ends on December
31.

         Section 6.14 Compliance. Borrower and each of its Restricted
Subsidiaries is in compliance with all Legal Requirements applicable to it,
except to the extent that the failure to comply therewith could not reasonably
be expected to have a Material Adverse Effect.

         Section 6.15 Environmental Matters. Borrower and each of its Restricted
Subsidiaries has, to the best knowledge of their respective executive officers,
obtained and maintained in effect all Environmental Permits (or the applicable
Person has initiated the necessary steps to transfer the Environmental Permits
into its name or obtain such permits), the failure to obtain which could
reasonably be expected to have a Material Adverse Effect. Borrower and each of
its Restricted Subsidiaries and their Properties, business and operations have
been and are, to the best knowledge of their respective executive officers, in
compliance with all applicable Requirements of Environmental Law and
Environmental Permits the failure to comply with which could reasonably be
expected to have a Material Adverse Effect. Borrower and each of its Restricted
Subsidiaries and their Properties, business and operations are not subject to
any (A) Environmental Claims or (B), to the best knowledge of their respective
executive officers (after making reasonable inquiry of the personnel and records
of their respective Corporations), Environmental Liabilities, in either case
direct or contingent, arising from or based upon any act, omission, event,
condition or circumstance occurring or existing on or prior to the date hereof
which could reasonably be expected to have a Material Adverse Effect. None of
the officers of Borrower or any of its Restricted Subsidiaries has received any
notice of any violation or alleged

                                      -44-
<PAGE>

violation of any Requirements of Environmental Law or Environmental Permit or
any Environmental Claim in connection with its Properties, liabilities,
condition (financial or otherwise), business or operations which could
reasonably be expected to have a Material Adverse Effect. Borrower does not know
of any event or condition with respect to currently enacted Requirements of
Environmental Laws presently scheduled to become effective in the future with
respect to any of the Properties of Borrower or any of its Restricted
Subsidiaries which could reasonably be expected to have a Material Adverse
Effect, for which good faith provisions have not been made by Borrower or such
Restricted Subsidiary in its business plan and projections of financial
performance.

         Section 6.16 Tax Shelter Regulations. The Borrower does not intend to
treat the Loans and/or Letters of Credit and related transactions as being a
"reportable transaction" (within the meaning of Treasury Regulation Section
1.6011-4). In the event the Borrower determines to take any action inconsistent
with such intention, it will promptly notify the Agent thereof. If the Borrower
so notifies the Agent, the Borrower acknowledges that one or more of the Lenders
may treat its Revolving Loans and/or its interest in Swing Line Loans and/or
Letters of Credit as part of a transaction that is subject to Treasury
Regulation Section 301.6112-1, and such Lender or Lenders, as applicable, will
maintain the lists and other records required by such Treasury Regulation.

SECTION 7. AFFIRMATIVE COVENANTS.

         Borrower covenants and agrees with Agent and the Lenders that prior to
the termination of this Agreement it will do or cause to be done, and cause each
of its Restricted Subsidiaries to do or cause to be done, each and all of the
following:

         Section 7.1 Taxes, Existence, Regulations, Property, Etc. At all times,
except where failure or noncompliance could not reasonably be expected to have a
Material Adverse Effect: (a) pay when due all taxes and governmental charges of
every kind upon it or against its income, profits or Property, unless and only
to the extent that the same shall be contested diligently in good faith and
adequate reserves in accordance with GAAP have been established therefor; (b) do
all things necessary to preserve its existence, qualifications, rights and
franchises; (c) comply with all applicable Legal Requirements (including without
limitation Requirements of Environmental Law) in respect of the conduct of its
business and the ownership of its Property, and (d) cause its Property to be
protected, maintained and kept in good repair and make all replacements and
additions to such Property as may be reasonably necessary to conduct its
business properly and efficiently.

         Section 7.2 Financial Statements and Information. Furnish to Agent and
each Lender each of the following: (a) as soon as available and in any event
within the later of (i) 90 days after the end of each applicable fiscal year or
(ii) five Business Days after Borrower's applicable Securities and Exchange
Commission report filing date for such fiscal year, beginning with the fiscal
year ending on December 31, 2003, Annual Financial Statements, together with a
Borrower-prepared reconciliation of such Annual Financial Statements with annual
financial statements of Borrower and its Restricted Subsidiaries (attested by
Borrower as true and correct in all material respects); (b) as soon as available
and in any event within the later of (i) 45 days after the end of each fiscal
quarter of each applicable fiscal year or (ii) five Business Days after
Borrower's applicable Securities and Exchange Commission report filing date for
such fiscal quarter of each applicable fiscal year, Quarterly Financial
Statements, together with a Borrower-

                                      -45-
<PAGE>

prepared reconciliation of such Quarterly Financial Statements with quarterly
financial statements of Borrower and its Restricted Subsidiaries (attested by
Borrower as true and correct in all material respects); (c) concurrently with
the financial statements provided for in Subsections 7.2(a) and (b) hereof, such
schedules, computations and other information, in reasonable detail, as may be
reasonably required by Agent to demonstrate compliance with the covenants set
forth herein or reflecting any non-compliance therewith as of the applicable
date, all attested by a Senior Financial Officer as true and correct in all
material respects to the best knowledge of such officer and, commencing with the
quarterly financial statement prepared as of December 31, 2003, a compliance
certificate ("Compliance Certificate") substantially in the form of Exhibit E
hereto, duly executed by such authorized officer; (d) promptly upon their
becoming publicly available, each financial statement, report, notice or
definitive proxy statements sent by Borrower to shareholders generally and each
regular or periodic report and each registration statement, prospectus or
written communication (other than transmittal letters and other than
registrations on Form S-8 under the Securities Act, registrations of equity
securities pursuant to Rule 415 under the Securities Act which do not involve an
underwritten public offering and reports on Form 11-K or pursuant to Section
16(a) under the Exchange Act) in respect thereof filed by Borrower with, or
received by Borrower in connection therewith from, any securities exchange or
the Securities and Exchange Commission or any successor agency, (e) promptly
after the Borrower has notified the Agent of any intention by the Borrower to
treat the Loans and/or Letters of Credit and related transactions as being a
"reportable transaction" (within the meaning of Treasury Regulation Section
1.6011-4), a duly completed copy of IRS Form 8886 or any successor form; (f)
such other information relating to bilateral facilities maintained outside of
this Agreement, which may include information regarding the obligor, the
institution, the facility size and outstanding balances, and (g) such other
information relating to the condition (financial or otherwise), operations,
prospects or business of Borrower or any of its Restricted Subsidiaries as from
time to time may be reasonably requested by Agent. Each delivery of a financial
statement pursuant to this Section 7.2 shall constitute a restatement of the
representations contained in the last two sentences of Section 6.2.

         Section 7.3 Financial Tests. Have and maintain:

                  (a) Consolidated Adjusted Net Worth - Consolidated Adjusted
Net Worth of not less than the sum of (1) $270,000,000 as of September 30, 2003
plus (2) 50% of the net proceeds realized from the issuance of any equity
securities by Borrower during that period plus (3) 50% of Consolidated Net
Income computed on a cumulative basis for each of the elapsed fiscal quarters
ending after September 30, 2003; provided that notwithstanding that Consolidated
Net Income for any such elapsed fiscal quarter may be a deficit figure, no
reduction as a result thereof shall be made in the sum to be maintained pursuant
hereto.

                  (b) Debt to Capitalization Ratio - a Debt to Capitalization
Ratio of not greater than the percentage set forth in the table below for the
applicable fiscal quarter set forth in the table below:

<TABLE>
<CAPTION>
 FISCAL QUARTERS ENDING                                            APPLICABLE PERCENTAGE
<S>                                                                <C>
 March 31, 2003 through and including September 30,                         55%
 2005

 December 31, 2005 and at all times thereafter                              50%
</TABLE>

                                      -46-
<PAGE>

                  (c) Interest Coverage Ratio - an Interest Coverage Ratio of
not less than 3.00 to 1.00 at all times.

         Section 7.4 Inspection. Permit Agent and each Lender upon 3 days' prior
notice (unless a Default or an Event of Default has occurred which is
continuing, in which case no prior notice is required) to inspect its Property
in a manner consistent with applicable safety requirements and policies of
insurance, to examine its files, books and records, except classified
governmental material, and make and take away copies thereof, and to discuss its
affairs with its officers and accountants, all during normal business hours and
at such intervals and to such extent as Agent may reasonably desire without
unreasonably interfering with Borrower's or its Restricted Subsidiaries'
operations or business.

         Section 7.5 Further Assurances. Promptly execute and deliver, at
Borrower's expense, any and all other and further instruments which may be
reasonably requested by Agent to cure any defect in the execution and delivery
of any Loan Document in order to effectuate the transactions contemplated by the
Loan Documents.

         Section 7.6 Books and Records. Maintain books of record and account
which permit financial statements to be prepared in accordance with GAAP.

         Section 7.7 Insurance. Maintain insurance on its Property with
responsible companies in such amounts, with such deductibles and against such
risks as are usually carried by owners of similar businesses and Properties in
the same general areas in which Borrower or any of its Restricted Subsidiaries
operates, and furnish Agent satisfactory evidence thereof promptly upon
reasonable request. Agent shall be provided with a certificate showing coverages
provided under the policies of insurance and such policies shall be endorsed to
the effect that they will not be canceled for nonpayment of premium, reduced or
affected in any material manner without thirty (30) days' prior written notice
to Agent.

         Section 7.8 Notice of Certain Matters. Give Agent written notice of the
following promptly after any executive officer of Borrower shall become aware of
the same:

                  (a) the issuance by any court or governmental agency or
authority of any injunction, order or other restraint prohibiting, or having the
effect of prohibiting, the performance of this Agreement, any other Loan
Document, or the making of the Loans or the initiation of any litigation, or any
claim or controversy which would reasonably be expected to result in the
initiation of any litigation, seeking any such injunction, order or other
restraint;

                  (b) the filing or commencement of any action, suit or
proceeding, whether at law or in equity or by or before any court or any
Governmental Authority involving claims which could reasonably be expected to
result in a Default hereunder or a Material Adverse Effect; and

                  (c) any Event of Default or Default, specifying the nature and
extent thereof and the action (if any) which is proposed to be taken with the
respect thereto.

         Borrower will also notify Agent in writing at least 30 days prior to
         the date that it changes its name or the location of its chief
         executive office or principal place of business or the place where it
         keeps its books and records.

                                      -47-
<PAGE>

         Section 7.9 Capital Adequacy. If any Lender shall have determined that
the adoption after the Effective Date or effectiveness after the Effective Date
(whether or not previously announced) of any applicable law, rule, regulation or
treaty regarding capital adequacy, or any change therein after the Effective
Date, or any change in the interpretation or administration thereof after the
Effective Date by any Governmental Authority, central bank or comparable agency
charged with the interpretation or administration thereof, or compliance by any
Lender with any request or directive after the Effective Date regarding capital
adequacy (whether or not having the force of law) of any such Governmental
Authority, central bank or comparable agency has or would have the effect of
reducing the rate of return on the capital of such Lender or any corporation
controlling such Lender as a consequence of its obligations hereunder, under the
Notes or other Obligations held by it to a level below that which such Lender or
such corporation could have achieved but for such adoption, change or compliance
(taking into consideration such Lender's policies with respect to capital
adequacy) by an amount deemed by such Lender or such corporation to be material,
then from time to time, upon satisfaction of the conditions precedent set forth
in this Section, after demand by such Lender (with a copy to Agent) as provided
below, pay (subject to Sections 11.7 and 11.15 hereof) to such Lender such
additional amount or amounts as will compensate such Lender or such corporation
for such reduction. The certificate of any Lender setting forth such amount or
amounts as shall be necessary to compensate it and the basis thereof and reasons
therefor shall be delivered as soon as practicable to Borrower and shall be
prima facie evidence of the correctness thereof. Borrower shall pay the amount
shown as due on any such certificate within fifteen (15) Business Days after the
delivery of such certificate. In preparing such certificate, a Lender may employ
such assumptions and allocations of costs and expenses as it shall in good faith
deem reasonable and may use any reasonable averaging and attribution method.

         Section 7.10 ERISA Information and Compliance. Promptly furnish to
Agent (i) immediately upon receipt, a copy of any notice of complete or partial
withdrawal liability under Title IV of ERISA and any notice from the PBGC under
Title IV of ERISA of an intent to terminate or appoint a trustee to administer
any Plan, (ii) if requested by Agent, promptly after the filing thereof with the
United States Secretary of Labor or the PBGC or the Internal Revenue Service,
copies of each annual and other report with respect to each Plan or any trust
created thereunder, (iii) immediately upon becoming aware of the occurrence of
any "reportable event," as such term is defined in Section 4043 of ERISA, for
which the disclosure requirements of Regulation Section 2615.3 promulgated by
the PBGC have not been waived, or of any "prohibited transaction," as such term
is defined in Section 4975 of the Code, in connection with any Plan or any trust
created thereunder, a written notice signed by an authorized officer of Borrower
or the applicable member of the Controlled Group specifying the nature thereof,
what action Borrower or the applicable member of the Controlled Group is taking
or proposes to take with respect thereto, and, when known, any action taken by
the PBGC, the Internal Revenue Service or the Department of Labor with respect
thereto, (iv) promptly after the filing or receiving thereof by Borrower or any
member of the Controlled Group of any notice of the institution of any
proceedings or other actions which may result in the termination of any Plan,
and (v) each request for waiver of the funding standards or extension of the
amortization periods required by Sections 303 and 304 of ERISA or Section 412 of
the Code promptly after the request is submitted by Borrower or any member of
the Controlled Group to the Secretary of the Treasury, the Department of Labor
or the Internal Revenue Service, as the case may be. To the extent required
under applicable statutory funding requirements, Borrower will fund, or will
cause the applicable member of the Controlled Group to fund, all current service
pension liabilities as they are incurred under the provisions of all Plans from
time to time in effect, and

                                      -48-
<PAGE>

comply with all applicable provisions of ERISA, in each case, except to the
extent that failure to do the same could not reasonably be expected to have a
Material Adverse Effect. Borrower covenants that it shall and shall cause each
member of the Controlled Group to (1) make contributions to each Plan in a
timely manner and in an amount sufficient to comply with the contribution
obligations under such Plan and the minimum funding standards requirements of
ERISA; (2) prepare and file in a timely manner all notices and reports required
under the terms of ERISA including but not limited to annual reports; and (3)
pay in a timely manner all required PBGC premiums, in each case, except to the
extent that failure to do the same could not reasonably be expected to have a
Material Adverse Effect.

         SECTION 8. NEGATIVE COVENANTS.

         Borrower covenants and agrees with Agent and the Lenders that prior to
the termination of this Agreement it will not, and will not suffer or permit any
of its Restricted Subsidiaries to, do any of the following:

         Section 8.1 Limitations on Indebtedness and Preferred Stock of
Restricted Subsidiaries.

                  (a) Permit any Restricted Subsidiary of Borrower to create,
issue, assume, guarantee or otherwise incur or in any manner become liable in
respect of any Indebtedness or Preferred Stock, except:

                           (i) Indebtedness or Preferred Stock of a Restricted
         Subsidiary of Borrower outstanding as of the Effective Date and
         described on Exhibit I hereto;

                           (ii) Indebtedness or Preferred Stock of a Restricted
         Subsidiary of Borrower owing or issued to Borrower or to a Wholly-owned
         Restricted Subsidiary; and

                           (iii) additional Indebtedness or Preferred Stock of a
         Restricted Subsidiary of Borrower created, issued, assumed, guaranteed
         or incurred within the limitations provided in Section 8.2(b) hereof.

                  (b) Indebtedness or Preferred Stock existing within the
limitations of Section 8.1(a)(i) may be renewed, extended or refinanced (without
increase in principal amount or liquidation value, as the case may be, at the
time of such renewal, extension or refunding and subject only to covenants or
restrictions which are not materially more onerous than those applicable to such
Indebtedness or Preferred Stock, as the case may be, at the time of original
issuance thereof) without regard to the limitations of Section 8.1(a)(iii),
except that no such Indebtedness or Preferred Stock may in any event be renewed,
extended or refinanced if at the time thereof and after giving effect thereto
and to the application of the proceeds thereof, a Default or Event of Default
would exist.

         Section 8.2 Priority Liabilities. Create, issue, assume, guarantee or
otherwise incur or in any manner become liable in respect of any Priority
Liability, unless:

                  (a) in the case of Indebtedness of Borrower or any of its
Restricted Subsidiaries secured by any Lien created pursuant to Section 8.3(l),
at the time of creation, issuance, assumption, guarantee or incurrence thereof
and after giving effect thereto and to the application of the proceeds thereof:

                                      -49-
<PAGE>

                           (i) no Default or Event of Default would exist;

                           (ii) the aggregate amount of all Indebtedness of
         Borrower or any of its Restricted Subsidiaries (other than such
         Indebtedness permitted pursuant to Section 8.1(a)(ii)) secured by Liens
         created pursuant to Section 8.3(l) (including the Indebtedness then to
         be created, issued, assumed, guaranteed or incurred, but excluding
         MARAD Indebtedness) would not exceed 15% of Consolidated Adjusted Net
         Worth; and

                           (iii) the aggregate amount of all Indebtedness of
         Borrower or any of its Restricted Subsidiaries (other than such
         Indebtedness permitted pursuant to Section 8.1(a)(ii)) secured by Liens
         created pursuant to Section 8.3(l) (including the Indebtedness then to
         be created, issued, assumed, guaranteed or incurred and any MARAD
         Indebtedness) would not exceed 25% of Consolidated Adjusted Net Worth;

                  (b) in the case of Indebtedness or any Preferred Stock of a
Restricted Subsidiary of Borrower (other than Indebtedness permitted pursuant to
Section 8.1(a)(i) or (ii) hereof), at the time of creation, issuance,
assumption, guarantee or incurrence thereof and after giving effect thereto and
to the application of the proceeds thereof:

                           (i) no Default or Event of Default would exist; and

                           (ii) the aggregate amount of all Indebtedness of
         Restricted Subsidiaries of Borrower (other than Indebtedness permitted
         pursuant to Section 8.1(a)(ii) hereof) plus the aggregate liquidation
         value of all Preferred Stock of Restricted Subsidiaries of Borrower
         (including the Indebtedness or Preferred Stock then to be created,
         issued, assumed, guaranteed or incurred) would not exceed 15% of
         Consolidated Adjusted Net Worth.

         Section 8.3 Limitations on Liens. Create or incur, or suffer to be
incurred or to exist, any Lien on its or their property or assets, whether now
owned or hereafter acquired, or upon any income or profits therefrom, or
transfer any property for the purpose of subjecting the same to the payment of
obligations in priority to the payment of its or their general creditors, or
acquire or agree to acquire any property or assets upon conditional sales
agreements or other title retention devices, except the following:

                  (a) Liens for property taxes and assessments or governmental
charges or levies and Liens securing claims or demands of mechanics,
materialmen, vendors, carriers and warehousemen and other like Persons; provided
that payment thereof is not at the time required by Section 7.1;

                  (b) Liens of or resulting from any judgment or award, the time
for the appeal or petition for rehearing of which shall not have expired, or in
respect of which Borrower or a Restricted Subsidiary of Borrower shall at any
time in good faith be prosecuting an appeal or proceeding for a review and in
respect of which a stay of execution pending such appeal or proceeding for
review shall have been secured;

                  (c) Liens incidental to the conduct of business or the
ownership of properties and assets (including Liens in connection with worker's
compensation, unemployment insurance and other like laws, maritime,
warehousemen's and attorneys' liens and statutory landlords' liens and deposits
made to obtain insurance), customary statutory, common law and contractual
rights of a

                                      -50-
<PAGE>

bank to set-off claims of such bank against cash on deposit with such bank, and
Liens to secure the performance of bids, tenders or trade contracts, or to
secure statutory obligations, surety or appeal bonds or other Liens of like
general nature, in any such case incurred in the ordinary course of business and
not in connection with the borrowing of money; provided in each case, the
obligation secured is not overdue or, if overdue, is being contested in good
faith by appropriate actions or proceedings;

                  (d) minor survey exceptions or minor defects, irregularities
in title, encumbrances, easements, restrictions or reservations, or rights of
others for rights-of-way, utilities and other similar purposes, or zoning or
other restrictions as to the use of real properties, which are necessary for the
conduct of the activities of Borrower and its Restricted Subsidiaries or which
customarily exist on properties of corporations engaged in similar activities
and similarly situated and which do not in any event materially impair their use
in the operation of the business of Borrower and its Restricted Subsidiaries;

                  (e) Liens securing Indebtedness owed Borrower or to any
Wholly-owned Subsidiary by any Restricted Subsidiary of Borrower;

                  (f) Liens existing as of the Effective Date and described on
Exhibit I hereto;

                  (g) Liens on the capital stock, partnership or other equity
interests held, directly or indirectly, by Borrower or any of its Restricted
Subsidiaries in a joint venture, provided that the proceeds of Indebtedness of
Borrower or such Restricted Subsidiary secured by such Liens are in their
entirety contributed or advanced to such joint venture; provided, further, that
(i) at the time of the creation, issuance, assumption, guarantee or incurrence
of any such Indebtedness by Borrower or any of its Restricted Subsidiaries and
after giving effect thereto and to the application of the proceeds thereof, no
Default or Event of Default would exist, (ii) any such Indebtedness, created,
issued, assumed, guaranteed or incurred by Borrower or any of its Restricted
Subsidiaries shall have been created within the applicable limitations of
Section 8.2, (iii) with respect to any such Indebtedness neither Borrower or any
of its Restricted Subsidiaries, nor any of the property or assets of Borrower or
any of its Restricted Subsidiaries, other than proceeds realized from the sale
or other disposition of such capital stock, partnership or other equity
interests shall, directly or indirectly, be liable for or secure in any manner
whatsoever the payment thereof and (iv) other than Indebtedness arising from a
Lien on assets of Borrower or any of its Restricted Subsidiaries consisting of
equity interest in an Unrestricted Subsidiary such Indebtedness shall be
incurred within the limitations provided in Section 8.2(b) hereof;

                  (h) Liens on the capital stock, partnership or other equity
interests held, directly or indirectly, by Borrower or any of its Restricted
Subsidiaries in a joint venture, provided that the proceeds of Indebtedness
created by an Unrestricted Subsidiary or any other Affiliate secured by such
Liens are in their entirety contributed or advanced to such joint venture;
provided, further, that with respect to any such Indebtedness neither Borrower
or any of its Restricted Subsidiaries, nor any of the property or assets of
Borrower or any of its Restricted Subsidiaries, other than proceeds realized
from the sale or other disposition of such capital stock, partnership or other
equity interests shall, directly or indirectly, be liable for or secure in any
manner whatsoever the payment thereof;

                  (i) Liens created or incurred after the Effective Date given
to secure the payment of the purchase price incurred in connection with the
acquisition or purchase of assets useful and

                                      -51-
<PAGE>

intended to be used in carrying on the business of Borrower or any of its
Restricted Subsidiaries, so long as such Liens were not incurred, extended or
renewed in contemplation of such acquisition or purchase; provided that (i) the
Lien shall attach solely to the assets acquired or purchased, (ii) such Lien
shall have been created or incurred no more than after 180 days of the date of
acquisition or purchase, (iii) at the time of acquisition or purchase of such
assets, the aggregate amount remaining unpaid on all Indebtedness secured by
Liens on such assets, whether or not assumed by Borrower or any of its
Restricted Subsidiaries, shall not exceed an amount equal to the lesser of the
total purchase price or fair market value at the time of acquisition or purchase
of such assets (as determined in good faith by the Board of Directors of
Borrower), (iv) if the Indebtedness secured by such Liens shall have been
incurred by a Restricted Subsidiary of Borrower, then and in such event such
Indebtedness shall be incurred within the limitations provided in Section 8.2(b)
hereof, and (v) at the time of the creation, issuance, assumption, guarantee or
incurrence of such Indebtedness and after giving effect thereto and to the
application of the proceeds thereof, no Default or Event of Default would exist;

                  (j) Liens created or incurred after the Effective Date
existing on such assets at the time of acquisition thereof or at the time of
acquisition or purchase by Borrower or any of its Restricted Subsidiaries of any
business entity then owning such fixed assets, so long as such Liens were not
incurred, extended or renewed in contemplation of such acquisition or purchase;
provided that (i) the Lien shall attach solely to the assets acquired or
purchased, (ii) if the Indebtedness secured by such Lien shall have been assumed
by a Restricted Subsidiary of Borrower, then and in such event such Indebtedness
shall be incurred within the limitations provided in Section 8.2(b) hereof, and
(iii) at the time of the assumption of such Indebtedness and after the
concurrent giving effect thereto, no Default or Event of Default would exist;

                  (k) Liens created under charters entered into by Borrower or
any of its Restricted Subsidiaries in the ordinary course of its business, as
owner or lessor of an asset, creating leasehold interests therein; provided that
the creation of such Liens is otherwise permitted within the terms of this
Agreement;

                  (l) Liens created or incurred after the Effective Date given
to secure Indebtedness of Borrower or any of its Restricted Subsidiaries in
addition to the Liens permitted by the preceding clauses (a) through (k) hereof;
provided that all Indebtedness secured by such Liens shall have been incurred
within the applicable limitations provided in Section 8.2; and

                  (m) any extension, renewal or refunding of any Lien permitted
by the preceding clauses (f) through (k) of this Section in respect of the same
property theretofore subject to such Lien in connection with the extension,
renewal or refunding of the Indebtedness secured thereby; provided that (i) such
extension, renewal or refunding of the Indebtedness to which such Lien relates
shall be without increase in the principal amount remaining unpaid as of the
date of such extension, renewal or refunding, (ii) such Lien shall attach solely
to the same such property and (iii) at the time of the extension, renewal or
refunding of such Indebtedness and after giving effect thereto and to the
application of the proceeds thereof, no Default or Event of Default would exist.

         Section 8.4 Dividends, Stock Purchases and Restricted Investments.

                                      -52-
<PAGE>

                  (a) Directly or indirectly, or through any Affiliate, declare
or make or incur any liability to declare or make any Distribution (other than
redemptions, acquisitions or retirements of common stock to the extent of net
cash proceeds received from the substantially concurrent sale or exchange of
common stock of Borrower) or make or authorize any Restricted Investment,
unless, immediately after giving effect to the proposed Distribution or
Restricted Investment, the aggregate amount of Distributions declared in the
case of dividends or made in the case of other Distributions plus the aggregate
amount of Restricted Investments then held by Borrower and its Restricted
Subsidiaries (valued immediately after the making of such Restricted Investment
as provided in the definition thereof) during the period from and after the date
of this Agreement to and including the date of declaration in the case of a
dividend, the date of payment in the case of any other Distribution and the date
such Restricted Investment is made, would not exceed the sum of:

                           (i) $100,000,000; plus

                           (ii) 50% of Consolidated Net Income (or if such
         Consolidated Net Income is a deficit figure, then minus 100% of such
         deficit) for such period determined on a cumulative basis commencing on
         October 1, 2003, to and including the date of such declaration, payment
         or commitment; plus

                           (iii) an amount equal to the aggregate net cash
         proceeds received by Borrower from the sale on or after the Effective
         Date of shares of its common stock or other Securities convertible into
         common stock of Borrower or the amount that Indebtedness of Borrower
         owing to a Person other than a Subsidiary is reduced by the conversion
         or exchange after the Effective Date of such Indebtedness into common
         stock of Borrower; plus

                           (iv) to the extent not included in the determination
         of Consolidated Net Income any repayments of or returns in cash on any
         Restricted Investment previously made within the limitations of this
         Section 8.4(a), including the reissuance of treasury stock or issuance
         of new stock of Borrower in satisfaction of usual and customary
         employee benefit and other like obligations of Borrower and its
         Subsidiaries that could otherwise be settled in cash; plus

                           (v) an amount equal to the aggregate cash paid by
         Borrower for shares of common stock of Borrower to the extent
         additional shares of common stock of Borrower were issued by Borrower
         in connection with the acquisition by Borrower of assets within the
         twelve calendar month period immediately preceding the date of
         determination under this Section.

                  (b) For the purposes of making computations under Section
8.4(a), the amount of any Distribution declared, paid or distributed or
Restricted Investment made in property or assets of Borrower or any of its
Restricted Subsidiaries shall be deemed to be the book value of such property or
assets as of the date of declaration in the case of a dividend, the date of
payment in the case of any other Distribution and the date the Restricted
Investment is made. Any Corporation which becomes a Restricted Subsidiary of
Borrower after the date of this Agreement shall be deemed to have made, at the
time it becomes a Restricted Subsidiary of Borrower, all Restricted Investments
of such Corporation existing immediately after it becomes a Restricted
Subsidiary of Borrower.

                                      -53-
<PAGE>

                  (c) Borrower will not authorize a Distribution on its capital
stock which is not payable within 60 days of authorization. Borrower may make
any Distribution within 60 days after the declaration thereof if at the time of
declaration such Distribution would have complied with this Section.

                  (d) Borrower will not authorize or make a Distribution on its
capital stock and neither Borrower nor any of its Restricted Subsidiaries will
make any Restricted Investment if after giving effect to the proposed
Distribution or Restricted Investment a Default or an Event of Default would
exist.

         Section 8.5 Mergers, Consolidations and Sales of Assets.

                  (a) Consolidate with or be a party to a merger with any other
Person, or sell, lease or otherwise dispose of all or substantially all of its
assets; provided that:

                           (i) any Restricted Subsidiary of Borrower may merge
         or consolidate with or into Borrower or any Wholly-owned Restricted
         Subsidiary so long as in (1) any merger or consolidation involving
         Borrower, Borrower shall be the surviving or continuing Corporation and
         (2) in any merger or consolidation involving a Wholly-owned Restricted
         Subsidiary (and not Borrower), the Wholly-owned Restricted Subsidiary
         shall be the surviving or continuing Corporation;

                           (ii) Borrower may consolidate or merge with any other
         Corporation if (1) Borrower is the surviving Corporation in connection
         with such consolidation or merger and (2) at the time of such
         consolidation or merger and immediately after giving effect thereto,
         (A) no Default or Event of Default would exist and (B) Borrower would
         be permitted by the provisions of Section 8.2(a) to incur at least
         $1.00 of additional Indebtedness.

                  (b) Sell, lease, transfer, abandon as obsolete or otherwise
dispose of assets (except assets sold, leased or otherwise disposed of in the
ordinary course of business for fair market value and except as provided in
Sections 8.5(a) and (c)); provided that the foregoing restrictions do not apply
to:

                           (i) the sale, lease, transfer or other disposition of
         assets to Borrower or a Wholly-owned Restricted Subsidiary by a
         Restricted Subsidiary of Borrower; or

                           (ii) the sale, lease, transfer or other disposition
         of assets for cash or other property to a Person or Persons if all of
         the following conditions are met:

                                    (1) in the opinion of (i) the Board of
                           Directors of Borrower if the fair market value of the
                           assets exceeds $5,000,000 or (ii) otherwise a
                           Responsible Officer, the sale is for fair value and
                           is in the best interests of Borrower;

                                    (2) immediately after the consummation of
                           the transaction and after giving effect thereto, (A)
                           no Default or Event of Default would exist and (B)
                           Borrower would be permitted by the provisions of
                           Section 8.2(a) to incur at least $1.00 of additional
                           Indebtedness; and

                                      -54-
<PAGE>

                                    (3) the entirety of the proceeds (net of
                           expenses and taxes arising in connection therewith)
                           ("Net Proceeds") from any such sale or other
                           disposition shall be applied within 360 days of
                           receipt thereof by Borrower or a Restricted
                           Subsidiary of Borrower either (A) to the acquisition
                           (directly or through acquisition of a Restricted
                           Subsidiary of Borrower) of assets (other than cash,
                           cash equivalents or Securities) useful and intended
                           to be used in the operation of the business of
                           Borrower and its Restricted Subsidiaries and having a
                           fair market value (as determined in good faith by (i)
                           the Board of Directors of Borrower if the fair market
                           value of the assets exceeds $5,000,000 or (ii)
                           otherwise a Responsible Officer) at least equal to
                           that of the assets so disposed of or (B) towards the
                           offer of prepayment at any applicable prepayment
                           premium of Senior Indebtedness of Borrower owing to
                           any Person other than a Restricted Subsidiary of
                           Borrower or an Affiliate upon the terms and
                           conditions hereinafter provided; provided, that if
                           for any reason whatsoever Borrower does not apply all
                           of the Net Proceeds from any such sale in compliance
                           with clause (A) or (B) of this Section 8.5(b)(ii)(3)
                           within such 360 day period, then and in such event
                           the Commitments of the Lenders shall, unless the
                           Majority Lenders otherwise agree in writing,
                           automatically be reduced effective as of the
                           expiration of such 360 day period by a sum equal to
                           the amount by which the aggregate Net Proceeds from
                           all sales or other dispositions not so applied exceed
                           $10,000,000 in the aggregate.

         Computations pursuant to this Section 8.5(b) shall include dispositions
         made pursuant to Section 8.5(c) and computations pursuant to Section
         8.5(c) shall include dispositions made pursuant to this Section 8.5(b).

                  (c) Sell, pledge or otherwise dispose of any shares of the
stock or other ownership interests (including as "stock" for the purposes of
this Section 8.5(c) any options or warrants to purchase stock or other
Securities exchangeable for or convertible into stock or other ownership
interests) of a Restricted Subsidiary of Borrower (said stock, options, warrants
and other Securities herein called "Subsidiary Stock") or any Indebtedness of
any Restricted Subsidiary of Borrower, nor will any Restricted Subsidiary of
Borrower issue, sell, pledge or otherwise dispose of any shares of its own
Subsidiary Stock, provided that the foregoing restrictions do not apply to:

                           (i) the issue of directors' qualifying shares or
         Regulatory Shares; or

                           (ii) the issue of Subsidiary Stock to Borrower; or

                           (iii) the sale or transfer by Borrower or any of its
         Restricted Subsidiaries of any Subsidiary Stock to Borrower or to a
         Wholly-owned Restricted Subsidiary; or

                           (iv) any other sale or other disposition at any one
         time to a Person (other than directly or indirectly to an Affiliate) of
         the entire Investment of Borrower and its other Restricted Subsidiaries
         in any Restricted Subsidiary of Borrower if all of the following
         conditions are met:

                                      -55-
<PAGE>

                                    (1) in the opinion of (i) Borrower's Board
                           of Directors if the fair market value of the assets
                           exceeds $5,000,000 or (ii) otherwise a Responsible
                           Officer, the sale is for fair value and is in the
                           best interests of Borrower;

                                    (2) immediately after the consummation of
                           the transaction and after giving effect thereto, such
                           Restricted Subsidiary shall have no Indebtedness of
                           or continuing Investment in the capital stock of
                           Borrower or of any of its Restricted Subsidiaries and
                           any such Indebtedness or Investment shall have been
                           discharged or acquired, as the case may be, by
                           Borrower or a Restricted Subsidiary of Borrower; and

                                    (3) immediately after the consummation of
                           the transaction and after giving effect thereto, (A)
                           no Default or Event of Default would exist and (B)
                           Borrower would be permitted by the provisions of
                           Section 8.2(a) to incur at least $1.00 of additional
                           Indebtedness; and

                                    (4) the entirety of the Net Proceeds from
                           any such sale or other disposition shall be applied
                           within 360 days of receipt thereof by Borrower or a
                           Restricted Subsidiary of Borrower either (A) to the
                           acquisition (directly or through acquisition of a
                           Restricted Subsidiary of Borrower) of assets (other
                           than cash, cash equivalents or Securities) useful and
                           intended to be used in the operation of the business
                           of Borrower and its Restricted Subsidiaries and
                           having a fair market value (as determined in good
                           faith by (i) the Board of Directors of Borrower if
                           the fair market value of the assets exceeds
                           $5,000,000 or (ii) otherwise a Responsible Officer)
                           at least equal to that of the assets so disposed of
                           or (B) towards the offer of prepayment at any
                           applicable prepayment premium of Senior Indebtedness
                           of Borrower owing to any Person other than a
                           Restricted Subsidiary of Borrower or an Affiliate
                           upon the terms and conditions hereinafter provided;
                           provided, that if for any reason whatsoever Borrower
                           does not apply all of the Net Proceeds from any such
                           sale in compliance with clause (A) or (B) of this
                           Section 8.5(c)(iv)(4) within such 360 day period,
                           then and in such event the Commitments of the Lenders
                           shall, unless the Majority Lenders otherwise agree in
                           writing, automatically be reduced effective as of the
                           expiration of such 360 day period by a sum equal to
                           the amount by which the aggregate Net Proceeds from
                           all sales or other dispositions not so applied exceed
                           $10,000,000 in the aggregate.

         Computations pursuant to this Section 8.5(c) shall include dispositions
         made pursuant to Section 8.5(b) and computations pursuant to Section
         8.5(b) shall include dispositions made pursuant to this Section 8.5(c).

         Section 8.6 Limitation on Restricted Agreements. Enter into, or suffer
to exist, any agreement with any Person which, directly or indirectly, prohibits
or limits the ability of (x) Borrower to create, incur, or suffer to exist Liens
on its property, provided, however, that this clause (x) shall not prohibit any
Lien permitted under Section 8.3 or any negative pledge incurred or provided in
favor of any holder of Indebtedness permitted by Sections 8.1 and 8.2 or (y) any
Restricted Subsidiary of Borrower to (a) pay dividends or make other
distributions to

                                      -56-
<PAGE>

Borrower or prepay any Indebtedness owed to Borrower, (b) make loans or advances
to Borrower, (c) create, incur, or suffer to exist Liens on the property of such
Restricted Subsidiary, provided, however, that this clause (c) shall not
prohibit any negative pledge incurred or provided in favor of any holder of
Indebtedness permitted by Sections 8.1 and 8.2 or (d) transfer any of its
properties or assets to Borrower other than for such restrictions existing under
or by reason of (i) applicable law or any order or ruling by any governmental
authority; (ii) any agreement relating to any Indebtedness permitted under this
Agreement; (iii) customary non-assignment provisions of any contract; (iv)
customary restrictions on cash or other deposits imposed by customers under
contracts entered into in the ordinary course of business; (v) purchase money
obligations for property acquired in the ordinary course of business that impose
restrictions on the property so acquired; (vi) contracts for the sale of assets,
including, without limitation, customary restrictions with respect to a
Restricted Subsidiary of Borrower pursuant to an agreement that has been entered
into for the sale of all or substantially all of the capital stock or assets of
such Restricted Subsidiary; (vii) any agreement or other instrument governing
Indebtedness of a Person acquired by Borrower or any of its Restricted
Subsidiaries (or of a Subsidiary of such Person which becomes a Restricted
Subsidiary of Borrower) in existence at the time of such acquisition (but not
created in contemplation thereof), which restriction is not applicable to
Borrower or any of its Restricted Subsidiaries, or assets of any such Person,
other than the Person, or assets or Subsidiaries of the Person, so acquired; or
(viii) provisions contained in agreements relating to Indebtedness which
prohibit the transfer of all or substantially all of the assets of the obligor
thereunder unless the transferee shall assume the obligations of the obligor
under such agreement or instrument.

         Section 8.7 Nature of Business. Engage in any business if, as a result,
the general nature of the business, taken on a consolidated basis, which would
then be engaged in by Borrower and its Restricted Subsidiaries would be
substantially changed from the general nature of the business engaged in by
Borrower and its Restricted Subsidiaries on the date of this Agreement and
businesses related thereto.

         Section 8.8 Transactions with Affiliates. Enter into or be a party to
any transaction or arrangement with any Affiliate (including, without
limitation, the purchase from, sale to or exchange of property with, or the
rendering of any service by or for, any Affiliate), pursuant to the reasonable
requirements of Borrower's or its applicable Restricted Subsidiary's business
and upon fair and reasonable terms not significantly less favorable to Borrower
or such Restricted Subsidiary than would obtain in a comparable arm's-length
transaction with a Person other than an Affiliate.

         Section 8.9 Designation of Subsidiaries, Etc. (a) Designate or
redesignate any Unrestricted Subsidiary as a Restricted Subsidiary of Borrower
or designate or redesignate any Restricted Subsidiary of Borrower as an
Unrestricted Subsidiary unless the following conditions precedent have been
satisfied:

                           (i) Borrower shall have given not less than 10 days'
         prior written notice to Agent that a Senior Financial Officer has made
         such determination,

                           (ii) at the time of such designation or redesignation
         and immediately after giving effect thereto: (1) no Default or Event of
         Default would exist and (2) Borrower would be permitted by the
         provisions of Section 8.2(a) to incur at least $1.00 of additional
         Indebtedness,

                                      -57-
<PAGE>

                           (iii) in the case of the designation of a Restricted
         Subsidiary of Borrower as an Unrestricted Subsidiary and after giving
         effect thereto, (1) such Unrestricted Subsidiary so designated shall
         not, directly or indirectly, own any Indebtedness or capital stock of
         Borrower or any of its Restricted Subsidiaries, (2) such designation
         shall be deemed a sale of assets and shall be permitted by the
         provisions of Section 8.5(b)(ii), (3) neither Borrower nor any of its
         Restricted Subsidiaries shall be liable for any Indebtedness of such
         Unrestricted Subsidiary so designated (other than Indebtedness which at
         the time of incurrence shall be permitted within the limitations of
         Section 8.2(b) or at the time of such designation shall be permitted
         within the limitations of Sections 8.4(a) and 8.2(b)), (4) no default
         or condition in respect of any Indebtedness of such Unrestricted
         Subsidiary so designated could as a consequence of such default or
         condition cause or permit any Indebtedness of Borrower or any of its
         Restricted Subsidiaries to become, or to be declared, due and payable
         before its stated maturity or before its regularly scheduled dates of
         payment, (5) any continuing Investment in the capital stock of such
         Subsidiary held by Borrower or of any of its Restricted Subsidiaries
         shall at the time of such designation be permitted (without reference
         to paragraph (a) of the definition of "Restricted Investments"), within
         the limitations of Section 8.4, and (6) such designation shall not
         result in the imposition of a Lien on the assets of Borrower or any of
         its Restricted Subsidiaries, other than a Lien permitted within the
         limitations of Section 8.3,

                           (iv) in the case of the designation of an
         Unrestricted Subsidiary as a Restricted Subsidiary of Borrower and
         after giving effect thereto: (i) all outstanding Indebtedness and
         Preferred Stock of such Restricted Subsidiary so designated shall be
         permitted within the applicable limitations of Section 8.2(b) and (ii)
         all existing Liens of such Restricted Subsidiary so designated shall be
         permitted within the applicable limitations of Section 8.3, other than
         Section 8.3(f) notwithstanding that any such Lien existed as of the
         Effective Date),

                           (v) in the case of the designation of a Restricted
         Subsidiary of Borrower as an Unrestricted Subsidiary, such Restricted
         Subsidiary shall not at any time after the date of this Agreement have
         previously been designated as an Unrestricted Subsidiary more than
         once, and

                           (vi) in the case of the designation of an
         Unrestricted Subsidiary as a Restricted Subsidiary of Borrower, such
         Unrestricted Subsidiary shall not at any time after the date of this
         Agreement have previously been designated as a Restricted Subsidiary of
         Borrower more than once.

                  (b) Provide a Guaranty of or otherwise become liable for
         Indebtedness of any Unrestricted Subsidiary (other than Indebtedness
         which at the time of incurrence shall be permitted within the
         limitations of Section 8.2(b) or at the time of such designation shall
         be permitted within the limitations of Sections 8.4(a) and 8.2(b)).

SECTION 9. DEFAULTS.

         Section 9.1 Events of Default. If any one or more of the following
events (herein called "Events of Default") shall occur, then Agent may (and at
the direction of the Majority Lenders, shall) do any or all of the following:
(1) without notice to Borrower or any other

                                      -58-
<PAGE>

Person, declare the Commitments, and any obligation of the L/C Issuer to make
L/C Credit Extensions, terminated (whereupon the Commitments and obligation
shall be terminated); (2) declare the principal amount then outstanding of and
the unpaid accrued interest on the Loans and all fees and all other amounts
payable hereunder, under the Notes and under the other Loan Documents to be
forthwith due and payable, whereupon such amounts shall be and become
immediately due and payable, without notice (including, without limitation,
notice of acceleration and notice of intent to accelerate), presentment, demand,
protest or other formalities of any kind, all of which are hereby expressly
waived by Borrower; provided that in the case of the occurrence of an Event of
Default with respect to Borrower or any of its Restricted Subsidiaries referred
to in clause (f), (g) or (h) of this Section 9.1, the Commitments, and any
obligation of the L/C Issuer to make L/C Credit Extensions, shall be
automatically terminated and the principal amount then outstanding of and unpaid
accrued interest on the Loans and all fees and all other amounts payable
hereunder, under the Notes and under the other Loan Documents shall be and
become automatically and immediately due and payable, and the Borrower shall be
automatically obligated to Cash Collateralize the L/C Obligations (in an amount
equal to the then Outstanding Amount thereof), without notice (including,
without limitation, notice of acceleration and notice of intent to accelerate),
presentment, demand, protest or other formalities of any kind, all of which are
hereby expressly waived by Borrower, (3) require that the Borrower Cash
Collateralize the L/C Obligations (in an amount equal to the then Outstanding
Amount thereof); and (4) exercise any or all other rights and remedies available
to Agent or any of the Lenders under the Loan Documents, at law or in equity:

                  (a) Payments - (i) Borrower shall fail to make any payment or
required prepayment of any installment of principal on the Loans or any L/C
Obligation payable under the Notes, this Agreement or the other Loan Documents
when due or (ii) Borrower fails to make any payment or required payment of
interest with respect to the Loans, any L/C Obligation or any other fee or
amount under the Notes, this Agreement or the other Loan Documents when due and,
in the case of clause (ii), such failure to pay continues unremedied for a
period of five days; or

                  (b) Other Obligations - Borrower or any of its Restricted
Subsidiaries shall default in the payment when due of any principal of or
interest on any Indebtedness having an outstanding principal amount (other than
the Loans) of at least, in the case of any single default, $3,000,000 and, in
the case of all defaults collectively, $5,000,000 and such default shall
continue beyond any applicable period of grace and shall give rise to a right on
the part of the holder of such Indebtedness to accelerate such Indebtedness; or
any event or condition shall occur which results in the acceleration of the
maturity of any such Indebtedness or enables (or, with the giving of notice or
lapse of time or both, would enable) the holder of any such Indebtedness or any
Person acting on such holder's behalf to accelerate the maturity thereof and
such event or condition shall not be cured within any applicable period of
grace; or

                  (c) Representations and Warranties - any representation or
warranty made or deemed made by or on behalf of Borrower in this Agreement or
any other Loan Document or in any certificate furnished or made by Borrower to
Agent or the Lenders in connection herewith or therewith shall prove to have
been incorrect, false or misleading in any material respect as of the date
thereof or as of the date as of which the facts therein set forth were stated or
certified or deemed stated or certified; or

                                      -59-
<PAGE>

                  (d) Affirmative Covenants - (i) default shall be made in the
due observance or performance of any of the covenants or agreements contained in
Section 7.3 hereof or (ii) default is made in the due observance or performance
of any of the other covenants and agreements contained in Section 7 hereof or
any other affirmative covenant of Borrower contained in this Agreement or any
other Loan Document and such default continues unremedied for a period of 30
days after (x) notice thereof is given by Agent to Borrower or (y) such default
otherwise becomes known to any executive officer of Borrower, whichever is
earlier; or

                  (e) Negative Covenants - default is made in the due observance
or performance by Borrower of any of the other covenants or agreements contained
in Section 8 of this Agreement or of any other negative covenant of Borrower
contained in this Agreement or any other Loan Document; or

                  (f) Involuntary Bankruptcy or Receivership Proceedings - a
receiver, conservator, liquidator or trustee of Borrower or any of its
Restricted Subsidiaries or of any Property of any such Person is appointed by
the order or decree of any court or agency or supervisory authority having
jurisdiction, and such decree or order remains in effect for more than 60 days;
or Borrower or any of its Restricted Subsidiaries is adjudicated bankrupt or
insolvent; or any of such Person's Property is sequestered by court order and
such order remains in effect for more than 60 days; or a petition is filed
against Borrower or any of its Restricted Subsidiaries under any state or
federal bankruptcy, reorganization, arrangement, insolvency, readjustment or
debt, dissolution, liquidation or receivership law or any jurisdiction, whether
now or hereafter in effect, and is not dismissed within 60 days after such
filing; or

                  (g) Voluntary Petitions or Consents - Borrower or any of its
Restricted Subsidiaries commences a voluntary case or other proceeding or order
seeking liquidation, reorganization, arrangement, insolvency, readjustment of
debt, dissolution, liquidation or other relief with respect to itself or its
debts or other liabilities under any bankruptcy, insolvency or other similar law
now or hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of it or any substantial part of
its Property, or consents to any such relief or to the appointment of or taking
possession by any such official in an involuntary case or other proceeding
commenced against it, or fails generally to, or cannot, pay its debts generally
as they become due or takes any corporate action to authorize or effect any of
the foregoing; or

                  (h) Assignments for Benefit of Creditors or Admissions of
Insolvency - Borrower or any of its Restricted Subsidiaries makes an assignment
for the benefit of its creditors, or admits in writing its inability to pay its
debts generally as they become due, or consents to the appointment of a
receiver, trustee, or liquidator of such Person or of all or any substantial
part of its Property; or

                  (i) Undischarged Judgments - a final judgment or judgments for
the payment of money exceeding, in the aggregate, $5,000,000 (exclusive of
amounts covered by insurance) is rendered by any court or other governmental
body against Borrower or any of its Restricted Subsidiaries and such Person does
not discharge the same or provide for its discharge in accordance with its
terms, or procure a stay of execution thereof within 30 days from the date of
entry thereof; or

                  (j) Change of Control - any Change of Control shall occur.

                                      -60-
<PAGE>

         Section 9.2 Right of Setoff. Upon the occurrence and during the
continuance of any Event of Default, each Lender is hereby authorized at any
time and from time to time, without notice to Borrower (any such notice being
expressly waived by Borrower), to setoff and apply any and all deposits, whether
general or special, time or demand, provisional or final (but excluding the
funds held in accounts clearly designated as escrow or trust accounts held by
Borrower for the benefit of Persons which are not Affiliates of Borrower),
whether or not such setoff results in any loss of interest or other penalty, and
including without limitation all certificates of deposit, at any time held, and
any other funds or Property at any time held, and other Indebtedness at any time
owing by such Lender to or for the credit or the account of Borrower against any
and all of the Obligations irrespective of whether or not such Lender or Agent
will have made any demand under this Agreement, the Notes or any other Loan
Document. Each Lender agrees to promptly notify Borrower and Agent after any
such setoff and application, provided that the failure to give such notice will
not affect the validity of such setoff and application. The rights of Agent and
the Lenders under this Section are in addition to other rights and remedies
(including without limitation other rights of setoff) which Agent or the Lenders
may have. This Section is subject to the terms and provisions of Sections 4.5
and 11.7 hereof.

         Section 9.3 Remedies Cumulative. No remedy, right or power conferred
upon Agent or any Lender is intended to be exclusive of any other remedy, right
or power given hereunder or now or hereafter existing at law, in equity, or
otherwise, and all such remedies, rights and powers shall be cumulative.

SECTION 10. AGENT.

         Section 10.1 Appointment, Powers and Immunities.

                  (a) Each Lender hereby irrevocably appoints and authorizes
Agent to act as its agent hereunder and under the other Loan Documents with such
powers as are specifically delegated to Agent by the terms hereof and thereof,
together with such other powers as are reasonably incidental thereto. Any Loan
Documents executed in favor of Agent shall be held by Agent for the ratable
benefit of the Lenders. Agent ("Agent" as used in this Section 10 shall include
reference to its Affiliates and its own and its Affiliates' respective officers,
shareholders, directors, employees and agents) (a) shall not have any duties or
responsibilities except those expressly set forth in this Agreement and the
other Loan Documents, and shall not by reason of this Agreement or any other
Loan Document be a trustee or fiduciary for any Lender; (b) shall not be
responsible to any Lender for any recitals, statements, representations or
warranties contained in this Agreement or any other Loan Document, or in any
certificate or other document referred to or provided for in, or received by any
of them under, this Agreement or any other Loan Document, or for the value,
validity, effectiveness, genuineness, enforceability, execution, filing,
registration, collectibility, recording, perfection, existence or sufficiency of
this Agreement or any other Loan Document or any other document referred to or
provided for herein or therein or any Property covered thereby or for any
failure by Borrower or any other Person to perform any of its obligations
hereunder or thereunder, and shall not have any duty to inquire into or pass
upon any of the foregoing matters; (c) shall not be required to initiate or
conduct any litigation or collection proceedings hereunder or under any other
Loan Document except to the extent requested by the Majority Lenders; (d) shall
not be responsible for any mistake of law or fact or any action taken or omitted
to be taken by it hereunder or under any other Loan Document or any other
document or instrument referred to or provided for herein or

                                      -61-
<PAGE>

therein or in connection herewith or therewith, INCLUDING, WITHOUT LIMITATION,
PURSUANT TO ITS OWN NEGLIGENCE, except for its own gross negligence or willful
misconduct; (e) shall not be bound by or obliged to recognize any agreement
among or between Borrower and any Lender to which Agent is not a party,
regardless of whether Agent has knowledge of the existence of any such agreement
or the terms and provisions thereof; (f) shall not be charged with notice or
knowledge of any fact or information not herein set out or provided to Agent in
accordance with the terms of this Agreement or any other Loan Document; (g)
shall not be responsible for any delay, error, omission or default of any mail,
telegraph, cable or wireless agency or operator, and (h) shall not be
responsible for the acts or edicts of any Governmental Authority. Agent may
employ agents and attorneys-in-fact and shall not be responsible for the
negligence or misconduct of any such agents or attorneys-in-fact selected by it
with reasonable care.

                  (b) Each L/C Issuer shall act on behalf of the Lenders with
respect to any Letters of Credit issued by it and the documents associated
therewith until such time (and except for so long) as the Agent may agree at the
request of the Majority Lenders to act for such L/C Issuer shall have all the
benefits and immunities (i) provided to Agent in this Section 10 with respect to
any acts or omissions suffered by each such L/C Issuer in connection with
Letters of Credit issued by it or proposed to be issued by it and the
application and agreements for letters of credit pertaining to the Letters of
Credit as fully as if the term "Agent" as used in this Section 10 included each
L/C Issuer with respect to such acts or omissions, and (ii) as additionally
provided herein with respect to each L/C Issuer.

         Section 10.2 Reliance. Agent shall be entitled to rely upon any
certification, notice or other communication (including any thereof by
telephone, telegram or cable) believed by it to be genuine and correct and to
have been signed or sent by or on behalf of the proper Person or Persons, and
upon advice and statements of legal counsel (which may be counsel for Borrower),
independent accountants and other experts selected by Agent. Agent shall not be
required in any way to determine the identity or authority of any Person
delivering or executing the same. As to any matters not expressly provided for
by this Agreement or any other Loan Document, Agent shall in all cases be fully
protected in acting, or in refraining from acting, hereunder and thereunder in
accordance with instructions of the Majority Lenders, and any action taken or
failure to act pursuant thereto shall be binding on all of the Lenders. If any
order, writ, judgment or decree shall be made or entered by any court affecting
the rights, duties and obligations of Agent under this Agreement or any other
Loan Document, then and in any of such events Agent is authorized, in its sole
discretion, to rely upon and comply with such order, writ, judgment or decree
which it is advised by legal counsel of its own choosing is binding upon it
under the terms of this Agreement, the relevant Loan Document or otherwise; and
if Agent complies with any such order, writ, judgment or decree, then it shall
not be liable to any Lender or to any other Person by reason of such compliance
even though such order, writ, judgment or decree may be subsequently reversed,
modified, annulled, set aside or vacated.

         Section 10.3 Defaults. Agent shall not be deemed to have knowledge of
the occurrence of a Default or Event of Default (other than the non-payment of
principal of or interest on Loans) unless Agent has received notice from a
Lender or Borrower specifying such Default or Event of Default and stating that
such notice is a "Notice of Default." In the event that Agent receives such a
Notice of Default, Agent shall give prompt notice thereof to the Lenders (and
shall give each Lender prompt notice of each such non-payment). Agent shall
(subject to Section 10.7 hereof) take such action with respect to such Notice of
Default as shall

                                      -62-
<PAGE>

be directed by the Majority Lenders and within its rights under the Loan
Documents and at law or in equity, provided that, unless and until Agent shall
have received such directions, Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, permitted hereby with respect
to such Notice of Default as it shall deem advisable in the best interests of
the Lenders and within its rights under the Loan Documents, at law or in equity.

         Section 10.4 Material Written Notices. In the event that Agent receives
any written notice of a Material nature from Borrower under the Loan Documents,
Agent shall promptly inform each of the Lenders thereof.

         Section 10.5 Rights as a Lender. With respect to its Commitments, L/C
Obligations and the Loans made by it, Wells Fargo in its capacity as a Lender
hereunder shall have the same rights and powers hereunder as any other Lender
and may exercise the same as though it were not acting in its agency capacity,
and the term "Lender" or "Lenders" shall, unless the context otherwise
indicates, include Agent in its individual capacity. Agent may (without having
to account therefor to any Lender) accept deposits from, lend money to and
generally engage in any kind of banking, trust, letter of credit, agency or
other business with Borrower (and any of its Affiliates) as if it were not
acting as Agent; and Agent may accept fees and other consideration from Borrower
(in addition to the fees heretofore agreed to between Borrower and Agent) for
services in connection with this Agreement or otherwise without having to
account for the same to the Lenders.

         Section 10.6 Indemnification. The Lenders agree to indemnify Agent (to
the extent not reimbursed under Section 11.3 or Section 11.4 hereof, but without
limiting the obligations of Borrower under said Sections 11.3 and 11.4), ratably
in accordance with the Lenders' respective Commitments (or, after termination of
the Commitments, ratably in accordance with the Loans held by them,
respectively), for any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind and nature whatsoever, REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY
THE NEGLIGENCE OF ANY INDEMNIFIED PARTIES, which may be imposed on, incurred by
or asserted against Agent in any way relating to or arising out of this
Agreement or any other Loan Document or any other documents contemplated by or
referred to herein or therein or the transactions contemplated hereby or thereby
(including, without limitation, the costs and expenses which Borrower is
obligated to pay under Sections 11.3 and 11.4 hereof, interest, penalties,
attorneys' fees and amounts paid in settlement, but excluding, unless a Default
has occurred and is continuing, normal administrative costs and expenses
incident to the performance of its agency duties hereunder) or the enforcement
of any of the terms hereof or thereof or of any such other documents; provided
that no Lender shall be liable for any of the foregoing to the extent they arise
from the gross negligence or willful misconduct of the party to be indemnified.
The obligations of the Lenders under this Section 10.6 shall survive the
termination of this Agreement and the repayment of the Obligations.

         Section 10.7 Non-Reliance on Agent and Other Lenders. Each Lender
agrees that it has received current financial information with respect to
Borrower that it has, independently and without reliance on Agent or any other
Lender and based on such documents and information as it has deemed appropriate,
made its own credit analysis of Borrower and decision to enter into this
Agreement and that it will, independently and without reliance upon Agent or any
other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own analysis and decisions in
taking or not taking action under this

                                      -63-
<PAGE>

Agreement or any of the other Loan Documents. Agent shall not be required to
keep itself informed as to the performance or observance by Borrower of this
Agreement or any of the other Loan Documents or any other document referred to
or provided for herein or therein or to inspect the Properties or books of any
Person. Except for notices, reports and other documents and information
expressly required to be furnished to the Lenders by Agent hereunder or under
the other Loan Documents, Agent shall not have any duty or responsibility to
provide any Lender with any credit or other information concerning the affairs,
financial condition or business of any Person which may come into the possession
of Agent.

         Section 10.8 Failure to Act. Except for action expressly required of
Agent hereunder or under the other Loan Documents, Agent shall in all cases be
fully justified in failing or refusing to act hereunder and thereunder unless it
shall receive further assurances to its satisfaction by the Lenders of their
indemnification obligations under Section 10.6 hereof against any and all
liability and expense which may be incurred by it by reason of taking or
continuing to take any such action.

         Section 10.9 Resignation or Removal of Agent. Subject to the
appointment and acceptance of a successor Agent as provided below, Agent may
resign at any time by giving notice thereof to the Lenders and Borrower, and
Agent may be removed at any time with or without cause by the Majority Lenders;
provided, that (i) any such resignation by Wells Fargo may also constitute its
resignation as L/C Issuer and Swing Line Lender provided the Agent complies with
the notice requirements of Section 11.6(g) hereof, and (ii) Agent shall continue
as Agent until such time as any successor shall have accepted appointment as
Agent hereunder. Upon any such resignation or removal, (i) the Majority Lenders
with the consent of Borrower unless an Event of Default has occurred and is
continuing shall have the right to appoint a successor Agent so long as such
successor Agent is also a Lender at the time of such appointment and (ii) the
Majority Lenders shall have the right to appoint a successor Agent that is not a
Lender at the time of such appointment so long as Borrower consents to such
appointment (which consent shall not be unreasonably withheld). If no successor
Agent shall have been so appointed by the Majority Lenders and accepted such
appointment within 30 days after the retiring Agent's giving of notice of
resignation or the Majority Lenders' removal of the retiring Agent, then the
retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Any
successor Agent shall be a bank which has an office in the United States and a
combined capital and surplus of at least $250,000,000. Upon the acceptance of
any appointment as Agent hereunder by a successor Agent, such successor Agent
shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Agent and the retiring Agent shall be
discharged from its duties and obligations hereunder and under any other Loan
Documents and the retiring L/C Issuer's and Swing Line Lender's rights, powers
and duties as such shall be terminated, without any other or further act or deed
on the part of such retiring L/C Issuer or Swing Line Lender or any other
Lender, other than the obligation of the successor L/C Issuer to issue letters
of credit in substitution for the Letters of Credit, if any, outstanding at the
time of such succession or to make other arrangements satisfactory to the
retiring L/C Issuer to effectively assume the obligations of the retiring L/C
Issuer with respect to such Letters of Credit. Such successor Agent shall
promptly specify by notice to Borrower its Principal Office referred to in
Section 3.1 and Section 4 hereof. After any retiring Agent's resignation or
removal hereunder as Agent, the provisions of this Section 10 shall continue in
effect for its benefit in respect of any actions taken or omitted to be taken by
it while it was acting as Agent.

                                      -64-
<PAGE>

         Section 10.10 No Partnership. Neither the execution and delivery of
this Agreement nor any of the other Loan Documents nor any interest the Lenders,
Agent or any of them may now or hereafter have in all or any part of the
Obligations shall create or be construed as creating a partnership, joint
venture or other joint enterprise between the Lenders or among the Lenders and
Agent. The relationship between the Lenders, on the one hand, and Agent, on the
other, is and shall be that of principals and agent only, and nothing in this
Agreement or any of the other Loan Documents shall be construed to constitute
Agent as trustee or other fiduciary for any Lender or to impose on Agent any
duty, responsibility or obligation other than those expressly provided for
herein and therein.

         Section 10.11 Authority of Agent. Each Lender acknowledges that the
rights and responsibilities of Agent under this Agreement and the Loan Documents
with respect to any action taken by Agent or the exercise or non-exercise by
Agent of any option, right, request, judgment or other right or remedy provided
for herein or resulting or arising out of this Agreement and/or the other Loan
Documents shall, as between Agent and the Lenders, be governed by this Agreement
and by such other agreements with respect thereto as may exist from time to time
among them, but, as between Agent and Borrower, Agent shall be conclusively
presumed to be acting as agent for the Lenders with full and valid authority so
to act or refrain from acting; and Borrower shall not be under any obligation,
or entitlement, to make any inquiry respecting such authority.

         Section 10.12 Documentation Agent and Syndication Agent. Neither the
Documentation Agent nor the Syndication Agent, in their capacities as such,
shall have any duties or responsibilities under this Agreement.

SECTION 11. MISCELLANEOUS.

         Section 11.1 Waiver. No waiver of any Default or Event of Default shall
be a waiver of any other Default or Event of Default. No failure on the part of
Agent or any Lender to exercise and no delay in exercising, and no course of
dealing with respect to, any right, power or privilege under any Loan Document
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right, power or privilege thereunder preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The remedies
provided in the Loan Documents are cumulative and not exclusive of any remedies
provided by law or in equity.

         Section 11.2 Notices. All notices and other communications provided for
herein (including, without limitation, any modifications of, or waivers or
consents under, this Agreement) shall be given or made by telegraph, telecopy
(confirmed by mail), cable or other writing and telecopied, telegraphed, cabled,
mailed or delivered to the intended recipient at the "Address for Notices"
specified below its name on the signature pages hereof (or provided for in an
Assignment and Acceptance); or, as to any party hereto, at such other address as
shall be designated by such party in a notice (given in accordance with this
Section) (i) as to Borrower, to Agent, (ii) as to Agent, L/C Issuer or Swing
Line Lender, to Borrower and to each Lender, and (iii) as to any Lender, to
Borrower, Agent, L/C Issuer and Swing Line Lender. Except as otherwise provided
in this Agreement, all such notices or communications shall be deemed to have
been duly given when (i) transmitted by electronic mail, telecopier or delivered
to the telegraph or cable office, (ii) personally delivered (iii) one Business
Day after deposit with a nationally recognized overnight mail or delivery
service, postage prepaid or (iv) three Business Days' after deposit in a
receptacle maintained by the United States Postal Service, postage

                                      -65-
<PAGE>

prepaid, registered or certified mail, return receipt requested, in each case
given or addressed as aforesaid.

         Section 11.3 Expenses, Etc. Whether or not any Loan is ever made,
Borrower shall pay or reimburse within 10 Business Days after written demand (a)
Agent for paying the reasonable fees and expenses of legal counsel to Agent,
together with the reasonable fees and expenses of each local counsel to Agent,
in connection with the preparation, negotiation, execution and delivery of this
Agreement (including the exhibits and schedules hereto) and the other Loan
Documents and the making of the Loans, and any modification, supplement or
waiver of any of the terms of this Agreement or any other Loan Document; (b)
Agent for any reasonable and customary lien search fees; (c) Agent for
reasonable out-of-pocket expenses incurred in connection with the preparation,
documentation of the Loans or any of the Loan Documents; (d) Agent for paying
all transfer, stamp, documentary or other similar taxes, assessments or charges
levied by any governmental or revenue authority in respect of this Agreement or
any other Loan Document or any other document referred to herein or therein, and
(e) following the occurrence and during the continuation of an Event of Default,
any Lender or Agent for paying all amounts reasonably expended, advanced or
incurred by such Lender or Agent to satisfy any obligation of Borrower under
this Agreement or any other Loan Document, to collect the Obligations or to
enforce, protect, preserve or defend the rights of the Lenders or Agent under
this Agreement or any other Loan Document, including, without limitation, fees
and expenses incurred in connection with such Lender's or Agent's participation
as a member of a creditor's committee in a case commenced with Borrower or any
of its Restricted Subsidiaries as debtor under the Bankruptcy Code or other
similar law, fees and expenses incurred in connection with lifting the automatic
stay prescribed in Section 362 of the Bankruptcy Code and fees and expenses
incurred in connection with any action pursuant to Section 1129 of the
Bankruptcy Code and all other reasonable and customary out-of-pocket expenses
incurred by such Lender or Agent in connection with such matters, together with
interest thereon at the Past Due Rate on each such amount from the due date
until the date of reimbursement to such Lender or Agent.

         Section 11.4 Indemnification. Borrower shall indemnify each of Agent,
L/C Issuer, Swing Line Lender, the Lenders, and each affiliate thereof and their
respective directors, officers, employees and agents from, and hold each of them
harmless against, any and all losses, liabilities, claims or damages to which
any of them may become subject, REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART
BY THE NEGLIGENCE OF ANY INDEMNIFIED PARTIES, insofar as such losses,
liabilities, claims or damages arise out of or result from any (i) actual or
proposed use by Borrower of the proceeds of any extension of credit (whether a
Loan) by any Lender hereunder; (ii) breach by Borrower of this Agreement or any
other Loan Document; (iii) violation by Borrower or any of its Restricted
Subsidiaries of any Legal Requirement, or (iv) investigation, litigation or
other proceeding relating to any of the foregoing, and Borrower shall reimburse
Agent, L/C Issuer, Swing Line Lender, each Lender, and each Affiliate thereof
and their respective directors, officers, employees and agents, upon demand for
any reasonable and customary expenses (including reasonable and customary legal
fees) incurred in connection with any such investigation or proceeding;
provided, however, that Borrower shall not have any obligations pursuant to this
Section with respect to any losses, liabilities, claims, damages or expenses
incurred by the Person seeking indemnification by reason of the gross negligence
or willful misconduct of that Person or with respect to any disputes between or
among any of Agent, L/C Issuer, Swing Line Lender and Lenders. Nothing in this
Section is intended to limit the obligations of Borrower under any other
provision of this Agreement. In the case of any indemnification hereunder,
Agent, L/C Issuer, Swing Line

                                      -66-
<PAGE>

Lender, or the respective Lender, as appropriate, shall give written notice to
Borrower of any such claim or demand being made against an indemnified person
and Borrower shall have the non-exclusive right to join in the defense against
any such claim or demand, provided that if Borrower provides a defense, the
indemnified person shall bear its own cost of defense unless there is a conflict
of interests between Borrower and such indemnified person. No Indemnified Person
may settle any claim to be indemnified without the consent of Borrower, such
consent not to be unreasonably withheld or delayed.

         Section 11.5 Amendments, Etc. No amendment or modification of this
Agreement, the Notes, the Letter of Credit Applications, or any other Loan
Document shall in any event be effective against Borrower unless the same shall
be agreed or consented to in writing by such Person. No amendment, modification
or waiver of any provision of this Agreement, the Notes or any other Loan
Document, nor any consent to any departure by Borrower therefrom, shall in any
event be effective against the Lenders unless the same shall be agreed or
consented to in writing by the Majority Lenders, and each such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given; provided, that no amendment, modification, waiver or consent
shall, unless in writing and signed by each Lender affected thereby, do any of
the following: (a) increase any Commitment of any of the Lenders (or reinstate
any termination or reduction of the Commitments) or subject any of the Lenders
to any additional obligations; (b) reduce the principal of, or interest on, any
Loan or L/C Borrowing or fee hereunder; (c) postpone or extend the Maturity Date
or any scheduled date fixed for any payment of principal of, or interest on, any
Loan, fee or other sum to be paid hereunder or waive any Event of Default
described in Section 9.1(a) hereof; (d) change the percentage of any of the
Commitments or of the aggregate unpaid principal amount of any of the Loans or
L/C Obligations, or the percentage of Lenders, which shall be required for the
Lenders or any of them to take any action under this Agreement, or (e) change
any provision contained in Sections 7.9, 11.3 or 11.4 hereof or this Section
11.5. Notwithstanding anything in this Section 11.5 to the contrary, no
amendment, modification, waiver or consent shall be made with respect to Section
10 without the consent of Agent to the extent it affects Agent, as Agent.

         Section 11.6 Successors and Assigns.

                  (a) The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that the Borrower may not assign or otherwise
transfer any of its rights or obligations hereunder, other than as permitted by
Section 8.5 hereof, without the prior written consent of each Lender and no
Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i) to an Eligible Assignee in accordance with the provisions
of paragraph (b) of this Section, (ii) by way of participation in accordance
with the provisions of paragraph (d) of this Section or (iii) by way of pledge
or assignment of a security interest subject to the restrictions of paragraph
(f) of this Section (and any other attempted assignment or transfer by any party
hereto shall be null and void). Nothing in this Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby, Participants to the
extent provided in paragraph (d) of this Section and, to the extent expressly
contemplated hereby, the Related Parties of each of the Agent and the Lenders)
any legal or equitable right, remedy or claim under or by reason of this
Agreement.

                  (b) Any Lender may at any time assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its

                                      -67-
<PAGE>

Commitment and the Loans (including for purposes of this subsection (b),
participations in L/C Obligations and in Swing Line Loans) at the time owing to
it); provided that (i) except in the case of an assignment of the entire
remaining amount of the assigning Lender's Commitment and the Loans at the time
owing to it or in the case of an assignment to a Lender or an Affiliate of a
Lender or an Approved Fund with respect to a Lender, the aggregate amount of the
Commitment (which for this purpose includes Loans outstanding thereunder) or, if
the applicable Commitment is not then in effect, the principal outstanding
balance of the Loan of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Acceptance with respect to such
assignment is delivered to the Agent or, if "Trade Date" is specified in the
Assignment and Acceptance, as of the Trade Date) shall not be less than
$5,000,000, in the case of any assignment in respect of a revolving facility,
unless each of the Agent and, so long as no Event of Default has occurred and is
continuing, the Borrower otherwise consent (each such consent not to be
unreasonably withheld or delayed); (ii) each partial assignment shall be made as
an assignment of a proportionate part of all the assigning Lender's rights and
obligations under this Agreement with respect to the Loan or the Commitment
assigned; (iii) any assignment of a Commitment must be approved by the Agent
and, unless an Event of Default has occurred and is continuing, the Borrower
(each such approval not to be unreasonably withheld or delayed; and (iv) the
parties to each assignment shall execute and deliver to the Agent, at least five
days prior to the proposed effective date of such assignment, an Assignment and
Acceptance in substantially the form of Exhibit D hereto (each an "Assignment
and Acceptance"), together with a processing and recordation fee of $3,000, and
the Eligible Assignee, if it shall not be a Lender, shall deliver to the Agent
an Administrative Questionnaire. Subject to acceptance and recording thereof by
the Agent pursuant to paragraph (c) of this Section, from and after the
"Effective Date" specified in each Assignment and Acceptance, the Eligible
Assignee thereunder shall be a party to this Agreement and, to the extent of the
interest assigned by such Assignment and Acceptance, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all of the assigning Lender's
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto) but shall continue to be entitled to the benefits of Sections
3.3(c)(ii), 3.3(c)(iv), 11.4 and 4.1(f) with respect to facts and circumstances
occurring prior to the effective date of such assignment. Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does not
comply with this paragraph shall be treated for purposes of this Agreement as a
sale by such Lender of a participation in such rights and obligations in
accordance with paragraph (d) of this Section, subject to compliance with the
requirements of such paragraph (d).

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

                                      -68-
<PAGE>

                  (d) Any Lender may at any time, without the consent of, or
notice to, the Borrower or the Agent, sell participations to any Person (other
than a natural person or the Borrower or any of the Borrower's Affiliates or
Subsidiaries) (each, a "Participant") in all or a portion of such Lender's
rights and/or obligations under this Agreement (including all or a portion of
its Commitment and/or the Loans (including such Lender's participations in L/C
Obligations and/or Swing Line Loans) owing to it); provided that (i) such
Lender's obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Borrower, the Agent and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver described in clauses (a) through (e) of
Section 11.5 that affects such Participant. Subject to paragraph (e) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 3.3(c)(ii), 3.3(c)(iv) and 4.1(f) to the same extent (but
only to the extent of its transferor Lender) as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this Section.
To the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 9.2 as though it were a Lender (but only to the extent of
its transferor Lender), provided such Participant agrees to be subject to
Section 4.5 as though it were a Lender.

                  (e) A Participant shall not be entitled to receive any greater
payment under Sections 3.3(c)(ii) and 4.1(f) than the applicable Lender would
have been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made
with the Borrower's prior written consent. A Participant which is organized
under the laws of a jurisdiction outside the United States shall not be entitled
to the benefits of Section 4.1(f) unless the Borrower is notified of the
participation sold to such Participant and such Participant agrees, for the
benefit of the Borrower, to comply with Section 11.13 as though it were a
Lender.

                  (f) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including without limitation any pledge or
assignment to secure obligations to a Federal Reserve Bank; provided that no
such pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.

                  (g) Notwithstanding anything to the contrary contained herein,
if at any time Wells Fargo assigns all of its Commitment and Loans pursuant to
subsection (b) above, or resigns as Agent pursuant to Section 10.9 hereof, Wells
Fargo may, (i) upon 30 days' notice to the Borrower and the Lenders, resign as a
L/C Issuer and/or (ii) upon five Business Days' notice to the Borrower and the
Lenders, terminate the Swing Line. In the event of any such termination of the
Swing Line or resignation as L/C Issuer, the Borrower shall be entitled to
appoint from among the Lenders a successor Swing Line Lender or L/C Issuer
hereunder, subject to the concurrence of such Lender; provided, however, that no
failure by the Borrower to appoint any such successor shall affect the
termination of the Swing Line, as the case may be. Wells Fargo shall retain all
the rights and obligations of a L/C Issuer hereunder with respect to all Letters
of Credit outstanding as of the effective date of its resignation as a L/C
Issuer and all L/C

                                      -69-
<PAGE>

Obligations with respect thereto (including the right to require the Lenders to
make Base Rate Borrowings or fund participations in Unreimbursed Amounts
pursuant to Section 2.3(c) hereof). If Wells Fargo terminates the Swing Line, it
shall retain all the rights of the Swing Line Lender provided for hereunder with
respect to Swing Line Loans made by it and outstanding as of the effective date
of such termination, including the right to require the Lenders to make Base
Rate Borrowings or fund participations in outstanding Swing Line Loans pursuant
to Section 2.2(c) hereof.

         Section 11.7 Limitation of Interest. The parties hereto intend to
strictly comply with all applicable federal and Texas laws, including applicable
usury laws (or the usury laws of any jurisdiction whose usury laws are deemed to
apply to the Notes or any other Loan Documents). Accordingly, the provisions of
this Section 11.7 shall govern and control over every other provision of this
Agreement or any other Loan Document which conflicts or is inconsistent with
this Section, even if such provision declares that it controls. As used in this
Section, 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 or as compensation
for something other than the use, forbearance or detention of money 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 Borrower or any other
Person be obligated to pay, or Agent or any Lender have any right or privilege
to reserve, receive or retain, (a) any interest in excess of the maximum amount
of nonusurious interest permitted under the laws of the State of Texas or the
applicable laws (if any) of the United States or of any other jurisdiction, or
(b) total interest in excess of the amount which such Person could lawfully have
contracted for, reserved, received, retained or charged had the interest been
calculated for the full term of the Obligations at the Ceiling Rate. The daily
interest rates to be used in calculating interest at the Ceiling Rate shall be
determined by dividing the applicable Ceiling Rate per annum by the number of
days in the calendar year for which such calculation is being made. None of the
terms and provisions contained in this Agreement or in any other Loan Document
(including, without limitation, Section 9.1 hereof) which directly or indirectly
relate to interest shall ever be construed without reference to this Section
11.7, or be construed to create a contract to pay for the use, forbearance or
detention of money at an interest rate in excess of the Ceiling Rate. If the
term of any Obligation is shortened by reason of acceleration of maturity as a
result of any Default or by any other cause, or by reason of any required or
permitted prepayment, and if for that (or any other) reason Agent or any Lender
at any time, including but not limited to, the stated maturity, is owed or
receives (and/or has received) interest in excess of interest calculated at the
Ceiling Rate, then and in any such event all of any such excess interest shall
be canceled 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 Person, it shall be credited pro tanto against the then-outstanding
principal balance of Borrower's obligations to such Person, 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.

         Section 11.8 Survival. The obligations of Borrower under Sections 7.9,
11.3 and 11.4 hereof and all other obligations of Borrower in any other Loan
Document (to the extent stated therein) and the obligations of the Lenders under
Sections 4.1(f), 10.6, 11.7, 11.13 and 11.16

                                      -70-
<PAGE>

hereof, shall, notwithstanding anything herein to the contrary, survive the
repayment of the Loans and the termination of the Commitments.

         Section 11.9 Captions. Captions and section headings appearing herein
are included solely for convenience of reference and are not intended to affect
the interpretation of any provision of this Agreement.

         Section 11.10 Counterparts. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same agreement and any of the parties hereto may execute this Agreement by
signing any such counterpart.

         Section 11.11 Governing Law. THIS AGREEMENT AND (EXCEPT AS THEREIN
PROVIDED) THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE APPLICABLE LAWS OF THE STATE OF TEXAS AND THE UNITED STATES
OF AMERICA FROM TIME TO TIME IN EFFECT.

         Section 11.12 Severability. Whenever possible, each provision of the
Loan Documents shall be interpreted in such manner as to be effective and valid
under applicable law. If any provision of any Loan Document shall be invalid,
illegal or unenforceable in any respect under any applicable law, the validity,
legality and enforceability of the remaining provisions of such Loan Document
shall not be affected or impaired thereby.

         Section 11.13 Tax Forms. Each Lender which is organized under the laws
of a jurisdiction outside the United States shall, on the day of the initial
borrowing from each such Lender hereunder and from time to time thereafter if
requested by Borrower or Agent, provide Agent and Borrower with the forms
prescribed by the Internal Revenue Service of the United States certifying as to
such Lender's status for purposes of determining exemption from United States
withholding taxes with respect to all payments to be made to such Lender
hereunder or other documents satisfactory to such Lender, Borrower and Agent
indicating that all payments to be made to such Lender hereunder are not subject
to United States withholding tax or are subject to such tax at a rate reduced by
an applicable tax treaty. If a Lender determines, as a result of any change in
either (i) applicable law, regulation or treaty, or in any official application
thereof or (ii) its circumstances, that it is unable to submit any form or
certificate that it is obligated to submit pursuant to this Section, or that it
is required to withdraw or cancel any such form or certificate previously
submitted, it shall promptly notify Borrower and Agent of such fact. Unless
Borrower and Agent shall have received such forms or such documents indicating
that payments hereunder are not subject to United States withholding tax or are
subject to such tax at a rate reduced by an applicable tax treaty, Borrower or
Agent shall withhold taxes from such payments at the applicable statutory rate.
Each Lender agrees to indemnify and hold harmless from any United States taxes,
penalties, interest and other expenses, costs and losses incurred or payable by
(i) Agent as a result of such Lender's failure to submit any form or certificate
that it required to provide pursuant to this Section or (ii) Borrower or Agent
as a result of their reliance on any representation, form or certificate which
such Lender has provided to them pursuant to this Section.

         Section 11.14 Conflicts Between This Agreement and the Other Loan
Documents. In the event of any conflict between the terms of this Agreement and
the terms of any of the other Loan Documents, the terms of this Agreement shall
control.

                                      -71-
<PAGE>

         Section 11.15 Limitation on Charges; Substitute Lenders;
Non-Discrimination. Anything in Sections 3.3(c) or 7.9 notwithstanding:

                  (a) Borrower shall not be required to pay to any Lender
reimbursement or indemnification with regard to any costs or expenses described
in such Sections, unless such Lender notifies Borrower of such costs or expenses
within 90 days after the date paid or incurred;

                  (b) none of the Lenders shall be permitted to pass through to
Borrower charges and costs under such Sections on a discriminatory basis (i.e.,
which are not also passed through by such Lender to other customers of such
Lender similarly situated where such customer is subject to documents providing
for such pass through); and

                  (c) if any Lender elects to pass through to Borrower any
material charge or cost under such Sections or elects to terminate the
availability of LIBOR Borrowings for any material period of time, Borrower may,
within 60 days after the date of such event and so long as no Default shall have
occurred and be continuing, elect to terminate such Lender as a party to this
Agreement; provided that, concurrently with such termination Borrower shall (i)
if Agent and each of the other Lenders shall consent, pay that Lender all
principal, interest and fees and other amounts owed to such Lender through such
date of termination or (ii) have arranged for another financial institution
approved by Agent (such approval not to be unreasonably withheld or delayed) as
of such date, to become a substitute Lender for all purposes under this
Agreement in the manner provided in Section 11.6; provided further that, prior
to substitution for any Lender, Borrower shall have given written notice to
Agent of such intention and the Lenders shall have the option, but no
obligation, for a period of 60 days after receipt of such notice, to increase
their Commitments in order to replace the affected Lender in lieu of such
substitution.

         Section 11.16 Confidentiality. Each Lender agrees to exercise its best
efforts to keep any information delivered or made available by Borrower which is
clearly indicated to be confidential information, confidential from anyone other
than Persons employed or retained by such Lender or any of its Affiliates who
are or are expected to become engaged in evaluating, approving, structuring or
administering the Loans; provided that nothing herein shall prevent any Lender
from disclosing such information (a) to any other Lender; (b) pursuant to
subpoena or upon the order of any court or administrative agency; (c) upon the
request or demand of any regulatory agency or authority having jurisdiction over
such Lender; (d) which has been publicly disclosed; (e) to the extent reasonably
required in connection with any litigation to which Agent, any Lender, Borrower
or their respective Affiliates may be a party; (f) to the extent reasonably
required in connection with the exercise of any remedy hereunder; (g) to such
Lender's bank counsel and independent auditors; and (h) to any actual or
proposed participant or assignee of all or part of its rights hereunder which
has agreed in writing to be bound by the provisions of this Section.

         Notwithstanding anything to the contrary, "information" shall not
include, and the Agent and each Lender may disclose without limitation of any
kind, any information with respect to the "tax treatment" and "tax structure"
(in each case, within the meaning of Treasury Regulation Section 1.6011-4) of
the transactions contemplated hereby and all materials of any kind (including
opinions or other tax analyses) that are provided to the Agent or such Lender
relating to such tax treatment and tax structure; provided that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the

                                      -72-
<PAGE>

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

         Section 11.17 Refinancing of Obligations Under Existing Credit
Agreement. This Agreement constitutes a refinancing of the "Obligations" under
the Existing Credit Agreement. On the date hereof:

         (a) The Borrower shall pay all accrued and unpaid commitment fees
outstanding under the Existing Credit Agreement;

         (b) Each "Loan" under the Existing Credit Agreement shall be repaid
with the proceeds of the initial Loan hereunder, and each Lender that is party
to the Existing Credit Agreement hereby waives any requirement that the Borrower
pay any "Funding Loss", as defined in the Existing Credit Agreement, in
connection with such repayment;

         (c) each Existing L/C outstanding under the Existing Credit Agreement
shall be deemed to have been issued under this Agreement without payment of any
further fronting fee (but subject to the other fees set forth in Sections 2.3(i)
and 2.3(j)); and

         (d) the Existing Credit Agreement and the commitments thereunder shall
terminate.

         Section 11.18 Waiver of Right to Trial by Jury. EACH PARTY TO THIS
AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR
ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED
THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND
CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED
BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT
TO TRIAL BY JURY.

         Section 11.19 NOTICE PURSUANT TO TEX. BUS. & COMM. CODE SECTION 26.02.
THE CREDIT AGREEMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED BY ANY OF THE PARTIES
PRIOR HERETO OR SUBSTANTIALLY CONCURRENTLY HEREWITH CONSTITUTE A WRITTEN CREDIT
AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.

                  [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]

                                      -73-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Effective Date.

                                         OCEANEERING INTERNATIONAL, INC.,
                                         a Delaware corporation

                                         By: /s/ ROBERT P. MINGOIA
                                           -------------------------------------
                                         Name:  Robert P. Mingoia
                                         Title: Treasurer

                                         Address for Notices:

                                         11911 FM 529
                                         Houston, Texas 77041
                                         Attention: Chief Financial Officer
                                         Telecopy No.: (713) 329-4653

                       Signature Page to Credit Agreement

<PAGE>

                                         WELLS FARGO BANK, N.A., as
                                         Administrative Agent and Lead Arranger
                                         and as a Lender and L/C Issuer

                                         By: /s/ PHILIP C. LAUINGER III
                                            ------------------------------------
                                         Name:  Philip C. Lauinger III
                                         Title: Vice President

                                         Address for Notices:

Commitment:                              1000 Louisiana, 3rd Floor
$50,000,000.00                           Houston, Texas 77002
                                         Attention:  Sean Lewis,
                                         Agency Syndications
                                         Telecopy No.: 303-863-5533

                       Signature Page to Credit Agreement

<PAGE>

                                         HSBC BANK USA, as Documentation Agent
                                         and a Lender

                                         By: /s/ GEORGE LINHART
                                            ------------------------------------
                                         Name:  George Linhart
                                         Title: First Vice President

                                         Address for Notices:

Commitment:                              452 Fifth Avenue, 5th Floor
$40,000,000.00                           New York, New York 10018
                                         Attention: Melissa Moy
                                         Telecopy No.: 212-525-2479

                       Signature Page to Credit Agreement

<PAGE>

                                         COMERICA BANK, as Syndication Agent
                                         and a Lender

                                         By: /s/ MONA M. FOCH
                                            ------------------------------------
                                         Name:  Mona M. Foch
                                         Title: Senior Vice President -
                                                  Texas Division

                                         Address for Notices:

Commitment:                              910 Louisiana, Suite 410
$40,000,000.00                           Attention:  Mona Foch
                                         Telecopy No.: 713-220-5650

                       Signature Page to Credit Agreement

<PAGE>

                                         DEN NORSKE BANK ASA, as a Lender

                                         By: /s/ PETER DODGE
                                            ------------------------------------
                                         Name:  Peter Dodge
                                         Title: First Vice President

                                         By: /s/ STIG KRISTIANSEN
                                            ------------------------------------
                                         Name:  Stig Kristiansen
                                         Title: Vice President

                                         Address for Notices:

Commitment:                              200 Park Avenue, 31st Floor
$40,000,000.00                           New York, New York 10166-0396
                                         Attention: Stig Kristiansen
                                         Telecopy No.: 212-681-3900

                       Signature Page to Credit Agreement

<PAGE>

                                         THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                         as a Lender

                                         By: /s/ JOHN W. MCGHEE
                                            ------------------------------------
                                         Name:  John W. McGhee
                                         Title: Vice President and Manager

                                         Address for Notices:

Commitment:                              1100 Louisiana, Suite 2800
$20,000,000.00                           Houston, Texas 77019
                                         Attention: Damain Sullivan
                                         Telecopy No.: 713-658-0116

                       Signature Page to Credit Agreement

<PAGE>

                                         BANK ONE, NA, as a Lender

                                         By: /s/ JANE BEK KEIL
                                            ------------------------------------
                                         Name:  Jane Bek Keil
                                         Title: Director

                                         Address for Notices:

Commitment:                              1 Bank One Plaza, Suite IL1-0010
$40,000,000.00                           Chicago, Illinois 60603-0010
                                         Attention: Victor Perez
                                         Telecopy No.: (312) 385-7095

                       Signature Page to Credit Agreement

<PAGE>

                                         SOUTHWEST BANK OF TEXAS, N.A.,
                                         as a Lender

                                         By: /s/ CARMEN DUNMIRE
                                            ------------------------------------
                                         Name:  Carmen Dunmire
                                         Title: Senior Vice President

                                         Address for Notices:

Commitment:                              1801 Main
$20,000,000.00                           Houston, Texas 77002
                                         Attention: Maxine Hunter
                                         Telecopy No.: (713) 693-7467

                       Signature Page to Credit Agreement