<PAGE>
                                                                EXHIBIT (10)(i)d

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

                                  $129,500,000
                              AMENDED AND RESTATED
                       364-DAY REVOLVING CREDIT AGREEMENT

                                      among

                            COMMERCIAL METALS COMPANY
                                     Company

                           HSBC SECURITIES (USA) INC.
                                  Lead Arranger

                                  HSBC BANK USA
                              Administrative Agent

                       THE BANK OF TOKYO-MITSUBISHI, LTD.
                                Syndication Agent

                                MELLON BANK, N.A.
                                       and
                                  COMERICA BANK
                             Co-Documentation Agents

                                       and

                                  HSBC BANK USA
                       THE BANK OF TOKYO-MITSUBISHI, LTD.
                                MELLON BANK, N.A.
                              BANK OF AMERICA, N.A.
                                  COMERICA BANK
                             THE BANK OF NOVA SCOTIA
                           THE WELLS FARGO BANK, N.A.
                                       and
                             HIBERNIA NATIONAL BANK
                                     Lenders


                           Dated as of August 8, 2002


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


<PAGE>



                                TABLE OF CONTENTS
<Table>
<Caption>
                                                                                                                Page
<S>                                                                                                             <C>
SECTION 1.        DEFINITIONS AND TERMS...........................................................................1
         1.01     Definitions.....................................................................................1
         1.02     Other Interpretive Provisions..................................................................15
         1.03     Accounting Principles..........................................................................16

SECTION 2.        THE CREDITS....................................................................................17
         2.01     Amounts and Terms of Commitments...............................................................17
         2.02     Loan Accounts; Notes...........................................................................17
         2.03     Procedure for Committed Borrowing..............................................................18
         2.04     Conversion and Continuation Elections for Committed Borrowings.................................19
         2.05     Competitive Bid Borrowings.....................................................................20
         2.06     Procedure for Competitive Bid Borrowings.......................................................20
         2.07     Termination or Reduction of Commitments........................................................24
         2.08     Optional Prepayments...........................................................................24
         2.09     Repayment......................................................................................24
         2.10     Interest.......................................................................................25
         2.11     Fees...........................................................................................25
         2.12     Computation of Fees and Interest...............................................................26
         2.13     Payments by Company............................................................................26
         2.14     Payments by Lenders to Administrative Agent....................................................27
         2.15     Sharing of Payments, Etc.......................................................................27
         2.16     Extension and Term Loan Option.................................................................28
         2.17     Increased Commitments..........................................................................30

SECTION 3.        TAXES, YIELD PROTECTION AND ILLEGALITY.........................................................31
         3.01     Taxes..........................................................................................31
         3.02     Illegality.....................................................................................32
         3.03     Increased Costs and Reduction of Return........................................................33
         3.04     Funding Losses.................................................................................34
         3.05     Inability to Determine Rates...................................................................34
         3.06     Certificates of Lenders........................................................................35
         3.07     Substitution of Lenders........................................................................35
         3.08     Survival.......................................................................................35

SECTION 4.        CONDITIONS PRECEDENT...........................................................................35
         4.01     Conditions of Closing..........................................................................35
         4.02     Conditions to All Borrowings...................................................................36

SECTION 5.        REPRESENTATIONS AND WARRANTIES.................................................................37
         5.01     Subsidiaries...................................................................................37
         5.02     Corporate Organization and Authority...........................................................37
         5.03     Financial Statements...........................................................................37
         5.04     Indebtedness...................................................................................38
         5.05     Full Disclosure................................................................................38
         5.06     Pending Litigation.............................................................................38
         5.07     Title to Properties............................................................................38
</Table>


                                       (i)
<PAGE>



                                TABLE OF CONTENTS
                                   (Continued)

<Table>
<Caption>
                                                                                                                Page
<S>                                                                                                             <C>
         5.08     Patents and Trademarks.........................................................................38
         5.09     Loan Documents are Legal and Authorized........................................................38
         5.10     No Defaults....................................................................................39
         5.11     Governmental Consent...........................................................................39
         5.12     Taxes..........................................................................................39
         5.13     Use of Proceeds................................................................................39
         5.14     ERISA..........................................................................................39
         5.15     Compliance with Law............................................................................40
         5.16     Compliance with Environmental Laws.............................................................40
         5.17     Regulated Company..............................................................................40

SECTION 6.        COVENANTS......................................................................................40
         6.01     Corporate Existence, Etc.......................................................................41
         6.02     Insurance......................................................................................41
         6.03     Taxes, Claims for Labor and Materials, Compliance with Laws....................................41
         6.04     Maintenance, Etc...............................................................................41
         6.05     Nature of Business.............................................................................41
         6.06     Limitation on Liens............................................................................41
         6.07     Mergers, Consolidations and Sales of Assets....................................................43
         6.08     Guaranties.....................................................................................44
         6.09     Transactions with Affiliates...................................................................44
         6.10     Termination of Pension Plans...................................................................44
         6.11     Reports and Rights of Inspection...............................................................44
         6.12     Interest Coverage Ratio........................................................................46
         6.13     Consolidated Funded Debt.......................................................................46
         6.14     Speculative Hedges.............................................................................46
         6.15     Principal Domestic Subsidiaries................................................................47

SECTION 7.        EVENTS OF DEFAULT..............................................................................47
         7.01     Event of Default...............................................................................47
         7.02     Remedies.......................................................................................48
         7.03     Rights Not Exclusive...........................................................................49

SECTION 8.        ADMINISTRATIVE AGENT...........................................................................49
         8.01     Appointment and Authorization of Administrative Agent..........................................49
         8.02     Delegation of Duties...........................................................................49
         8.03     Liability of Administrative Agent..............................................................50
         8.04     Reliance by Administrative Agent...............................................................50
         8.05     Credit Decision................................................................................51
         8.06     Indemnification of Administrative Agent........................................................51
         8.07     Administrative Agent in Individual Capacity....................................................51
         8.08     Successor Administrative Agent.................................................................52

SECTION 9.        MISCELLANEOUS..................................................................................52
         9.01     Amendments and Waivers.........................................................................52
         9.02     Notices........................................................................................53
</Table>



                                      (ii)
<PAGE>



                                TABLE OF CONTENTS
                                   (Continued)
<Table>
<Caption>
                                                                                                                Page
<S>                                                                                                             <C>
         9.03     No Waiver; Cumulative Remedies.................................................................54
         9.04     Costs and Expenses.............................................................................54
         9.05     Company Indemnification........................................................................54
         9.06     Payments Set Aside.............................................................................55
         9.07     Successors and Assigns.........................................................................55
         9.08     Assignments, Participations, etc...............................................................55
         9.09     Confidentiality................................................................................56
         9.10     Set-off........................................................................................57
         9.11     Notification of Addresses, Lending Offices, Etc................................................57
         9.12     Counterparts...................................................................................57
         9.13     Severability...................................................................................58
         9.14     No Third Parties Benefited.....................................................................58
         9.15     GOVERNING LAW AND JURISDICTION.................................................................58
         9.16     WAIVER OF JURY TRIAL...........................................................................58
         9.17     ENTIRE AGREEMENT...............................................................................59
</Table>


Schedule 2.01 - Commitments
Schedule 5.01 - Subsidiaries
Schedule 5.04 - Funded Debt and Capitalized Leases
Schedule 6.06 - Liens
Schedule 9.02 - Notice Addresses
Exhibit A - Notice of Borrowing
Exhibit B - Notice of Conversion/Continuation
Exhibit C - Opinion of Counsel
Exhibit D - Assignment and Acceptance
Exhibit E - Invitation for Competitive Bids
Exhibit F - Competitive Bid Request
Exhibit G - Competitive Bid
Exhibit H - Competitive Bid Loan Note
Exhibit I - Revolving Term Note
Exhibit J - Notice of Term Loan Interest Rate Selection
Exhibit K - Principal Domestic Subsidiaries Guaranty



                                      (iii)
<PAGE>



                              AMENDED AND RESTATED
                       364-DAY REVOLVING CREDIT AGREEMENT


         THIS AMENDED AND RESTATED 364-DAY REVOLVING CREDIT AGREEMENT is entered
into as of August 8, 2002, among COMMERCIAL METALS COMPANY ("Company"), a
Delaware corporation, certain Lenders (hereinafter defined), and HSBC BANK USA,
as Administrative Agent (hereinafter defined) for Lenders.

         Company, some (but not all) of Lenders, and Administrative Agent have
entered into that certain 364-Day Revolving Credit Agreement (the "2001 364-Day
Revolving Credit Agreement") dated as of August 15, 2001 to provide a revolving
credit facility for working capital and other general corporate purposes,
including the purchase or repayment of Company's commercial paper. Company, such
Lenders and Administrative Agent now desire to amend and restate the 2001
364-Day Revolving Credit Agreement in its entirety to (a) continue to provide
such revolving credit facility on the terms and conditions of this Agreement,
(b) cause those Lenders which were not Lenders under the 2001 364-Day Revolving
Credit Agreement to become Lenders under this Agreement, (c) increase the
Commitments to $129,500,000, and (d) change certain terms of the 2001 364-Day
Revolving Credit Agreement, to the effect that this Agreement will replace the
2001 364-Day Revolving Credit Agreement.

         ACCORDINGLY, for adequate and sufficient consideration, Company,
Lenders, and Administrative Agent agree to amend and restate the 2001 364-Day
Revolving Credit Agreement in its entirety and agree as follows:

SECTION 1.        DEFINITIONS AND TERMS

         1.01 Definitions. As used in the Loan Documents:

         "Absolute Rate" has the meaning specified in Section 2.06(c).

         "Absolute Rate Auction" means a solicitation of Competitive Bids
setting forth Absolute Rates pursuant to Section 2.06.

         "Absolute Rate Competitive Bid Loan" means a Competitive Bid Loan that
bears interest at a rate determined with reference to the Absolute Rate.

         "Administrative Agent" means HSBC in its capacity as administrative
agent for Lenders hereunder, and any successor agent arising under Section 8.08.

         "Administrative Agent-Related Persons" means Administrative Agent and
any successor agent arising under Section 8.08, together with their respective
Affiliates (including, in the case of HSBC Securities (USA) Inc., as the
Arranger), and the officers, directors, employees, agents and attorneys-in-fact
of such Persons.

         "Administrative Agent's Payment Office" means the address for payments
set forth on Schedule 9.02 or such other address as Administrative Agent may
from time to time specify.




<PAGE>



         "Affected Lender" has the meaning specified in Section 3.07.

         "Affiliate" means any Person (a) which directly or indirectly through
one or more intermediaries controls, or is controlled by, or is under common
control with, another Person, (b) which beneficially owns or holds 5% or more of
any class of the Voting Stock of another Person or (c) 5% or more of the Voting
Stock (or in the case of a Person which is not a corporation, 5% or more of the
equity interest) of which is beneficially owned or held by another Person;
provided that, in the case of Company, a Subsidiary shall not be deemed to be an
Affiliate. The term "control" means the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of Voting Stock, by contract or otherwise.

         "Agreement" means this Credit Agreement, as the same may be amended,
supplemented and restated.

         "Alternate Base Rate" means, for any day, the rate per annum equal to
the higher of (a) the sum of the Federal Funds Rate for such day plus 0.5% or
(b) the Prime Rate for such day. Any change in the Alternate Base Rate due to a
change in the Prime Rate or the Federal Funds Rate shall be effective on the
effective date of such change in the Prime Rate or Federal Funds Rate.

         "Alternate Base Rate Committed Loan" means a Committed Loan that bears
interest based on the Alternate Base Rate, and, if applicable, means each
Segment of the Term Loans with respect to which Company has selected an interest
rate to be determined for an Alternate Base Rate Committed Loan.

         "Applicable Margin" means, at all times before the Revolving
Termination Date, the percent per annum in excess of the applicable Alternate
Base Rate or Eurodollar Rate payable by Company as set forth in the table below:

<Table>
<Caption>
                  Pricing        Pricing        Pricing        Pricing        Pricing         Pricing
                  Level I       Level II       Level III      Level IV        Level V        Level VI
                ------------- -------------- -------------- -------------- -------------- ----------------
<S>             <C>           <C>            <C>            <C>            <C>            <C>
Senior          A or A2 or    A- or A3       BBB+ or Baal   BBB or Baa2    BBB- and Baa3  Not Pricing
Unsecured       higher                                                                    Level I -V
Debt Rating

Eurodollar      .425%         .535%          .750%          .850%          1.050%         1.250%
Rate

Alternate       0.50%         0.50%          0.50%          0.50%          0.50%          0.50%
Base Rate
</Table>

"Applicable Margin" means, at all times on or after the Revolving Termination
Date, the percent per annum in excess of the applicable Alternate Base Rate or
Eurodollar Rate payable by Company as set forth in the table below:



                                      -2-
<PAGE>



<Table>
<Caption>
                  Pricing        Pricing        Pricing        Pricing        Pricing         Pricing
                  Level I       Level II       Level III      Level IV        Level V        Level VI
                ------------- -------------- -------------- -------------- -------------- ----------------
<S>             <C>           <C>            <C>            <C>            <C>            <C>
Senior          A or A2 or    A- or A3       BBB+ or Baal   BBB or Baa2    BBB- and Baa3  Not Pricing
Unsecured       higher                                                                    Level I -V
Debt Rating

Eurodollar             .8%         .91%           1.125%        1.225%        1.425%           1.625%
Rate

Alternate         0.875%       0.875%             0.875%        0.875%        0.875%           0.875%
Base Rate
</Table>


Each adjustment of the Applicable Margin and the Facility Fee shall be made by
Administrative Agent and shall be effective as of the Revolving Termination Date
or the date the changed rating is effective (in each case, an "Adjustment
Date"). Administrative Agent shall not be deemed to have notice of any change in
the rating unless it receives notice from Company or a Lender of such rating.
Such adjusted rate shall be effective as of the Adjustment Date, except that
with respect to all Loans made before an Adjustment Date resulting from a change
in rating, the adjusted Applicable Margin shall apply as of the first day of the
Interest Period next following the Adjustment Date. If the senior debt rating of
Company is split-rated, then (a) pricing will be determined by reference to the
Pricing Level into which the better rating in effect from the rating agencies
falls (e.g., if the ratings fall into Pricing Levels I and II, then pricing
would be determined by reference to Pricing Level I) unless (b) the Pricing
Levels into which the ratings in effect from the rating agencies fall are not
consecutive, in which case pricing will be determined by reference to the
Pricing Level which is one level higher (i.e., the better rating) than the lower
(i.e., the lower rating) of the two Pricing Levels (e.g., if the ratings fall
into Pricing Levels I and IV, then pricing would be determined by reference to
Pricing Level III), and if only one rating is available, then pricing will be
determined by that rating, if in each case that none of the available ratings is
BBB-/Baa3 or below. If either rating is at or below BBB-/Baa3 or if Company has
no long-term senior unsecured and unenhanced debt rating or implied senior
unsecured and unenhanced debt rating from Standard & Poor's Ratings Group or
Moody's Investors Service, Inc., or any successors thereto, the Applicable
Margin and Facility Fee shall be deemed to be in Pricing Level VI.

         "Asset Sales" means, on any date, the aggregate consideration received
by Company and its Subsidiaries for the sale or other disposition of property,
plant and equipment (but not including (a) any sale or transfer among Company
and its Domestic Subsidiaries or (b) the sale or other disposition of goodwill,
as determined in accordance with GAAP) from September 1, 2001 through such date.

         "Assignee" has the meaning specified in Section 9.08(a).

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

         "Bankruptcy Code" means the Bankruptcy Code of the United States of
America (11 U.S.C. Section 101, et seq.), as amended, and any successor statute
of similar import, together with the regulations thereunder, in each case as in
effect from time to time. References to sections of the Bankruptcy Code shall be
construed to also refer to any successor sections.



                                      -3-
<PAGE>



         "Borrowing" means a borrowing hereunder consisting of Loans of the same
Type made to Company on the same day by Lenders under Section 2, which may be a
Committed Borrowing or a Competitive Bid Borrowing, or if applicable, a Segment
of the Term Loans, and, other than in the case of Alternate Base Rate Committed
Loans, having the same Interest Period.

         "Borrowing Date" means any date on which a Borrowing occurs under
Section 2.03.

         "Business Day" means any day other than a Saturday, Sunday or other day
on which commercial banks in New York City are authorized or required by law to
close and, if the applicable Business Day relates to any Eurodollar Rate Loan,
means such a day on which dealings are carried on in the applicable offshore
dollar interbank market.

         "Capital Adequacy Regulation" means any guideline, request or directive
of any central bank or other Governmental Authority, or any other law, rule or
regulation, whether or not having the force of law, in each case, regarding
capital adequacy of any bank or of any corporation controlling a bank.

         "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.

         "Capitalized Rentals" means, for any Person and as of any date of any
determination, the amount at which the aggregate Rentals due and to become due
under all Capitalized Leases under which such Person is a lessee would be
reflected as a liability on a consolidated balance sheet of such Person.

         "Change in Control" means (a) any Person or two or more Persons acting
in concert shall have acquired beneficial ownership (within the meaning of Rule
13d-3 of the SEC under the Securities Exchange Act of 1934) of 50% or more of
the outstanding shares of the voting capital stock of Company having the power
(without the occurrence of a contingency) to elect the board of directors of
Company or (b) as of any date, a majority of the board of directors of Company
consists of individuals who were not either (1) directors of Company as of the
corresponding date of the previous year; (2) selected or nominated to become
directors by the board of directors of Company of which a majority consisted of
individuals described in clause (1), or (3) selected or nominated to become
directors by the board of directors of Company of which a majority consisted of
individuals described in clause (1) and individuals described in clause (2).

         "Closing Date" means the date on which all conditions precedent set
forth in Section 4.01 are satisfied or waived by all Lenders (or, in the case of
Section 4.01(e), waived by the Person entitled to receive such payment).

         "Code" means the Internal Revenue Code of 1986, and all regulations
promulgated thereunder.

         "Commitment", as to each Lender, has the meaning specified in Section
2.01.



                                      -4-
<PAGE>



         "Committed Borrowing" means a Borrowing hereunder consisting of
Committed Loans made on the same day by Lenders ratably according to their
respective Pro Rata Shares and, in the case of Eurodollar Rate Committed Loans,
having the same Interest Periods.

         "Committed Loan" means a Revolving Loan or Term Loan by a Lender to
Company under Section 2.01, and may be a Eurodollar Rate Committed Loan or an
Alternate Base Rate Committed Loan (each, a "Type" of Committed Loan), and if
applicable, also means the Term Loans made by each Lender.

         "Company" means Commercial Metals Company, a Delaware corporation.

         "Competitive Bid" means an offer by a Lender to make a Competitive Bid
Loan in accordance with Section 2.06(c).

         "Competitive Bid Borrowing" means a Borrowing hereunder consisting of
one or more Competitive Bid Loans made to Company on the same day by one or more
Lenders.

         "Competitive Bid Loan" means a Loan by a Lender to Company under
Section 2.05, which may be a LIBOR Competitive Bid Loan or an Absolute Rate
Competitive Bid Loan.

         "Competitive Bid Loan Lender" means, in respect of any Competitive Bid
Loan, Lender making such Competitive Bid Loan to Company.

         "Competitive Bid Loan Note" has the meaning specified in Section
2.02(b).

         "Competitive Bid Request" means a notice in substantially the form of
Exhibit F.

         "Consolidated EBITDA" means net income plus (a) interest expense; (b)
income taxes, and (c) depreciation and amortization expense, in each case of
Company and its Subsidiaries and computed on a consolidated basis and in
accordance with GAAP.

         "Consolidated Funded Debt" means all Funded Debt of Company and its
consolidated Subsidiaries, determined on a consolidated basis and eliminating
intercompany items.

         "Consolidated Interest Expense" means interest expense of Company and
its Subsidiaries, computed on a consolidated basis and in accordance with GAAP.

         "Consolidated Net Tangible Assets" means the net book value of all
assets of Company and its consolidated Subsidiaries, excluding any amounts
carried as assets for shares of capital stock held in treasury, debt discount
and expense, goodwill, patents, trademarks and other intangible assets, less all
liabilities of Company and its consolidated Subsidiaries (except Funded Debt,
minority interests in consolidated Subsidiaries, deferred taxes and general
contingency reserves of Company and its consolidated Subsidiaries), which in
each case would be included on a consolidated balance sheet of Company and its
consolidated Subsidiaries as of the date of determination, all as determined on
a consolidated basis in accordance with GAAP.

         "Consolidated Tangible Assets" means the net book value of all assets
of Company and its consolidated Subsidiaries, excluding any amounts carried as
assets for shares of capital stock



                                      -5-
<PAGE>



held in treasury, debt discount and expense, goodwill, patents, trademarks and
other intangible assets, which would be included on a consolidated balance sheet
of Company and its consolidated Subsidiaries as of the date of determination,
all as determined on a consolidated basis in accordance with GAAP.

         "Consolidated Tangible Net Worth" means the total shareholders' equity
of Company and its consolidated Subsidiaries, calculated in accordance with GAAP
and reflected on the most recent balance sheet of Company, minus Intangible
Assets.

         "Conversion/Continuation Date" means any date on which, under Section
2.04, Company (a) converts Committed Loans of one Type to another Type, or (b)
continues as Committed Loans of the same Type, but with a new Interest Period,
Committed Loans having Interest Periods expiring on such date.

         "Default" means any event or condition the occurrence of which would,
with the lapse of time or the giving of notice, or both, constitute an Event of
Default.

         "Dollars", "dollars" and "$" each mean lawful money of the United
States.

         "Eligible Assignee" means (a) a commercial bank organized under the
laws of the United States, or any state thereof, and having a combined capital
and surplus of at least $100,000,000, (b) a commercial bank organized under the
laws of any other country which is a member of the Organization for Economic
Cooperation and Development (the "OECD"), or a political subdivision of any such
country, and having a combined capital and surplus of at least $100,000,000, if
such bank is acting through a branch or agency located in the United States, and
(c) a Person that is primarily engaged in the business of commercial banking and
that is (1) a Subsidiary of a Lender; (2) a Subsidiary of a Person of which a
Lender is a Subsidiary, or (3) a Person of which a Lender is a Subsidiary.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute of similar import, together with the
regulations thereunder, in each case as in effect from time to time. References
to sections of ERISA shall be construed to also refer to any successor sections.

         "ERISA Affiliate" means any corporation, trade or business that is,
along with Company, a member of a controlled group of corporations or a
controlled group of trades or businesses, as described in Section 414(b) and
414(c), respectively, of the Code or Section 4001 of ERISA.

         "Eurodollar Rate" means, for any Interest Period, with respect to
Eurodollar Rate Committed Loans comprising part of the same Borrowing, the rate
of interest per annum (rounded upward to the next 1/100th of 1%) determined by
Administrative Agent as follows:


          Eurodollar Rate  =                 LIBOR
                              ------------------------------------
                              1.00 - Eurodollar Reserve Percentage



                                      -6-
<PAGE>



where,

                  "Eurodollar Reserve Percentage" means for any day for any
         Interest Period the maximum reserve percentage (expressed as a decimal,
         rounded upward to the next 1/100th of 1%) in effect on such day
         (whether or not applicable to any Lender) under regulations issued from
         time to time by the FRB for determining the maximum reserve requirement
         (including any emergency, supplemental or other marginal reserve
         requirement) with respect to eurocurrency funding (currently referred
         to as "eurocurrency liabilities"); and

                  "LIBOR" means, with respect to any Eurodollar Rate Loan for
         the Interest Period applicable thereto, the rate per annum (rounded
         upwards, if necessary, to the nearest 1/100 of 1%) appearing on
         Telerate Page 3750 (or any successor page) as the London interbank
         offered rate for deposits in Dollars at approximately 11:00 a.m.
         (London time) two Business Days before the first day of such Interest
         Period for a term comparable to such Interest Period. If for any reason
         such rate is not available, the term "LIBOR" shall mean, with respect
         to any Eurodollar Rate Loan for the Interest Period applicable thereto,
         the rate per annum (rounded upwards, if necessary, to the nearest 1/100
         of 1%) appearing on Reuters Screen LIBO Page as the London interbank
         offered rate for deposits in Dollars at approximately 11:00 a.m.
         (London time) two Business Days before the first day of such Interest
         Period for a term comparable to such Interest Period; but, if more than
         one rate is specified on Reuters Screen LIBO Page, the applicable rate
         shall be the arithmetic mean of all such rates (rounded upwards, if
         necessary, to the nearest 1/100 of 1%).

                  The Eurodollar Rate shall be adjusted automatically as to all
         Eurodollar Rate Loans then outstanding as of the effective date of any
         change in the Eurodollar Reserve Percentage.

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

         "Eurodollar Rate Loan" means any LIBOR Competitive Bid Loan or any
Eurodollar Rate Committed Loan and, if applicable, means each Segment of the
Term Loan with respect to which Company has selected an interest rate to be
determined as for a Eurodollar Rate Loan.

         "Eurodollar Reserve Percentage" has the meaning specified in the
definition of "Eurodollar Rate".

         "Event of Default" shall have the meaning set forth in Section 7.01.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and any successor statute of similar import, together with the regulations
thereunder, in each case as in effect from time to time. References to sections
of the Exchange Act shall be construed to also refer to any successor sections.

         "Facility Fee" means at all times the percentage per annum of each
Lender's Commitment payable by Company as set forth in the table below:



                                      -7-
<PAGE>



<Table>
<Caption>
                            Pricing       Pricing        Pricing        Pricing        Pricing         Pricing
                            Level I       Level II      Level III      Level IV        Level V         Level VI
                          ------------- ------------- -------------- -------------- --------------- ---------------
<S>                       <C>           <C>           <C>            <C>            <C>             <C>
Senior Unsecured Debt     A or A2 or    A- or A3      BBB+ or Baal   BBB or Baa2    BBB- and Baa3   Not    Pricing
Rating                    higher                                                                    Level I - V

Facility Fee              .075%         .090%         .125%          .150%          .200%           .250%
</Table>


         "Federal Funds Rate" means, for any day, the rate set forth in the
weekly statistical release designated as H.15(519), or any successor
publication, published by the Federal Reserve Bank of New York (including any
such successor, "H.15(519)") on the preceding Business Day opposite the caption
"Federal Funds (Effective)"; or, if for any relevant day such rate is not so
published on any such preceding Business Day, the rate for such day will be the
arithmetic mean as determined by Administrative Agent of the rates for the last
transaction in overnight federal funds arranged before 9:00 a.m. (New York City
time) on that day by each of three leading brokers of federal funds transactions
in New York City selected by Administrative Agent.

         "Fee Letter" has the meaning specified in Section 2.11(a).

         "FRB" means the Board of Governors of the Federal Reserve System, and
any Governmental Authority succeeding to any of its principal functions.

         "Funded Debt" of any Person means, as of the date of determination and
without duplication (a) all Indebtedness of such Person for borrowed money or
which has been incurred in connection with the acquisition of plant, property
and equipment; (b) all Capitalized Rentals of such Person, and (c) all
Guaranties by such Person of Funded Debt of others.

         "GAAP" means generally accepted accounting principles in the United
States.

         "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, any central bank (or similar monetary or
regulatory authority) thereof, any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government,
and any corporation or other entity owned or controlled, through stock or
capital ownership or otherwise, by any of the foregoing.

         "Guaranties" by any Person shall mean all obligations (other than
endorsements 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 of any other Person (the "primary
obligor") in any manner whether directly or indirectly, including all
obligations incurred through an agreement, contingent or otherwise, by such
Person (a) to purchase such Indebtedness or obligation or any property or assets
constituting security therefor; (b) to advance or supply funds (1) for the
purchase or payment of such indebtedness or obligation; (2) to maintain working
capital or other balance sheet condition or otherwise to advance or make
available funds for the purchase or payment of such Indebtedness or obligation;
(c) to lease property or to purchase securities or other property or services
primarily for the purpose of assuring the owner of such Indebtedness or
obligation of the ability of the primary obligor to make payment of the
Indebtedness or obligation, or (d) otherwise to assure the owner of the
Indebtedness or obligation of the primary obligor against loss in respect
thereof. For the purposes of all computations made under this Agreement, a
Guaranty in respect of any Indebtedness for borrowed money shall be deemed to be
Indebtedness equal to the principal



                                      -8-
<PAGE>



amount of such Indebtedness for borrowed money which has been guaranteed, and a
Guaranty in respect of any other obligation or liability or any dividend shall
be deemed to be Indebtedness equal to the maximum aggregate amount of such
obligation, liability or dividend.

         "HSBC" means HSBC Bank USA, in its individual capacity as a Lender, and
its successors and assigns.

         "Indebtedness" of any Person means and includes all obligations of such
Person which in accordance with GAAP shall be classified upon a balance sheet of
such Person as liabilities of such Person, and in any event shall include all
(a) obligations of such Person for borrowed money or which has been incurred in
connection with the acquisition of property or assets; (b) obligations secured
by any lien upon property or assets owned by such Person, even though such
Person has not assumed or become liable for the payment of such obligations; (c)
obligations created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person,
notwithstanding the fact that the rights and remedies of the seller, lender or
lessor under such agreement in the event of default are limited to repossession
or sale of property; (d) Capitalized Rentals, and (e) Guaranties of obligations
of others of the character referred to in this definition.

         "Indemnified Liabilities" has the meaning specified in Section 9.05.

         "Indemnified Person" has the meaning specified in Section 9.05.

         "Insolvency Proceeding" means, with respect to any Person, (a) any
case, action or proceeding with respect to such Person before any court or other
Governmental Authority relating to bankruptcy, reorganization, insolvency,
liquidation, receivership, dissolution, winding-up or relief of debtors, or (b)
any general assignment for the benefit of creditors, composition, marshaling of
assets for creditors, or other, similar arrangement in respect of its creditors
generally or any substantial portion of its creditors; undertaken under U.S.
federal, state or foreign law, including the Bankruptcy Code.

         "Intangible Assets" means as of the date of any determination thereof
the total amount of all goodwill, patents, trade names, trade marks, copyrights,
franchises, experimental expense, organization expense, unamortized debt
discount and expense, deferred assets (other than prepaid insurance, prepaid
taxes, and supplies, spare parts, and other Tangible Assets which are treated as
deferred assets on the books of Company), the excess of cost of shares acquired
over book value of related assets, and such other assets of Company and its
consolidated Subsidiaries as are properly classified as "Intangible Assets" in
accordance with GAAP.

         "Interest Coverage Ratio" means, as of the end of each fiscal quarter,
the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense, in
each case for the then-most recently concluded period of four consecutive fiscal
quarters.

         "Interest Payment Date" means, as to any Loan other than an Alternate
Base Rate Committed Loan, the last day of each Interest Period applicable to
such Loan and, as to any Alternate Base Rate Committed Loan, the last Business
Day of each calendar quarter and each date any Committed Loan is converted into
another Type of Committed Loan; but (a) if any Interest Period for a Eurodollar
Rate Committed Loan exceeds three months, the date that falls



                                      -9-
<PAGE>



three months after the beginning of such Interest Period and after each Interest
Payment Date thereafter shall also be an Interest Payment Date, and (b) as to
any Competitive Bid Loan, such intervening dates before the maturity thereof as
may be specified by Company and agreed to by the applicable Competitive Bid Loan
Lender in the applicable Competitive Bid shall also be Interest Payment Dates.

         "Interest Period" means, (a) as to any Eurodollar Rate Loan, the period
commencing on the Borrowing Date such Loan is disbursed, or (in the case of any
Eurodollar Rate Committed Loan) on the Conversion/Continuation Date on which the
Loan is converted into or continued as a Eurodollar Rate Committed Loan, and
ending on the date one, two, three or six months thereafter as selected by
Company in its Notice of Borrowing, Notice of Conversion/Continuation or
Competitive Bid Request, as the case may be, and (b) as to any Absolute Rate
Competitive Bid Loan, a period of not less than 14 days and not more than 270
days as selected by Company in the applicable Competitive Bid Request; but:

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

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

                  (3) any Interest Period (A) commencing before the Revolving
Termination Date which would otherwise end after the Revolving Termination Date
shall (unless Company has elected to convert all amounts outstanding under
Revolving Loans to Term Loans pursuant to Section 2.16) end on the Revolving
Termination Date and (B) with respect to Term Loans only, commencing after the
Revolving Termination Date which would otherwise end after the Term Loan
Termination Date, shall end on the Term Loan Termination Date.

         "Investments" means all investments, in cash or by delivery of property
made, directly or indirectly 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; but "Investments" shall not mean or
include (a) routine investments in property to be used or consumed in the
ordinary course of business or (b) temporary advances to suppliers (in no case
outstanding for more than two years) in the ordinary course of business for the
purpose of acquiring merchandise or inventory for resale in the ordinary course
of business.

         "Invitation for Competitive Bids" means a solicitation for Competitive
Bids, substantially in the form of Exhibit E.

         "IRS" means the Internal Revenue Service, and any Governmental
Authority succeeding to any of its principal functions under the Code.

         "Lead Arranger" means HSBC Securities (USA) Inc.



                                      -10-
<PAGE>



         "Lender" means any of the financial institutions from time to time
party to this Agreement and set forth on Schedule 2.01.

         "Lending Office" means, as to any Lender, the office or offices of such
Lender specified as its "Lending Office" or "Domestic Lending Office" or
"Eurodollar Lending Office", as the case may be, on Schedule 9.02, or such other
office or offices as such Lender may from time to time notify Company and
Administrative Agent.

         "LIBOR Auction" means a solicitation of Competitive Bids setting forth
a LIBOR Competitive Bid Margin pursuant to Section 2.06.

         "LIBOR Competitive Bid Loan" means any Competitive Bid Loan that bears
interest at a rate based upon LIBOR (as defined in the definition of "Eurodollar
Rate").

         "LIBOR Competitive Bid Margin" has the meaning specified in Section
2.06(c)(2)(C).

         "Lien" means any interest in property securing an obligation owed to,
or a claim by, a Person other than the owner of the property, whether such
interest is based on the common law, statute or contract, and including but not
limited to the security interest or lien arising from a mortgage, encumbrance,
pledge, conditional sale or trust receipt or a lease, consignment or bailment
for security purposes. For the purposes of this Agreement, Company or a
Principal Subsidiary 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.

         "Linked Commitments" means, on any date, the sum of (a) the aggregate
Commitments plus (b) the aggregate commitments under the Linked Credit
Agreement.

         "Linked Credit Agreement" means that certain 3-Year Revolving Credit
Agreement dated as of August 15, 2001 among Company, the financial institutions
now or hereafter party thereto and HSBC Bank USA, as administrative agent for
such financial institutions, as the same may be amended, supplemented and
replaced.

         "Loan" means an extension of credit by a Lender to Company under
Section 2, and may be a Committed Loan or a Competitive Bid Loan.

         "Loan Documents" means this Agreement, any Notes, the Fee Letter, and
all other documents delivered to Administrative Agent or any Lender in
connection herewith.

         "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties, condition or
prospects (in each case financial or otherwise) of Company or Company and its
Subsidiaries taken as a whole or as to any Principal Subsidiary; (b) a material
impairment of the ability of Company or any Principal Subsidiary to perform
under any Loan Document and to avoid any Event of Default, or (c) a material
adverse effect upon the legality, validity, binding effect or enforceability
against Company of any Loan Document.



                                      -11-
<PAGE>



         "Maximum Asset Sales" means, on any date, the sum of (a) 25% of
Consolidated Tangible Assets as of August 31, 2001; (b) all purchases and other
acquisitions of plant, property and equipment from September 1, 2001 through
such date, and (c) the positive difference (if any) between $135,000,000 (plus
any increase in the Linked Commitments made after the date hereof) and the
aggregate Linked Commitments on such date.

         "Multiemployer Plan" shall have the same meaning as in ERISA.

         "Notes" means, collectively, the Revolving/Term Notes and the
Competitive Bid Loan Notes.

         "Notice of Borrowing" means a notice in substantially the form of
Exhibit A.

         "Notice of Conversion/Continuation" means a notice in substantially the
form of Exhibit B.

         "Notice of Term Loan Interest Rate Selection" has the meaning set forth
in Section 2.16(e) and shall be substantially in the form of Exhibit J.

         "Obligations" means all advances, debts, liabilities, obligations,
covenants and duties arising under any Loan Document, owing by Company to any
Lender, Administrative Agent, or any Indemnified Person, whether direct or
indirect (including those acquired by assignment), absolute or contingent, due
or to become due, now existing or hereafter arising.

         "Organization Documents" means, for any corporation, the certificate or
articles of incorporation, the bylaws, any certificate of determination or
instrument relating to the rights of preferred shareholders of such corporation,
any shareholder rights agreement, and all applicable resolutions of the board of
directors (or any committee thereof) of such corporation.

         "Participant" has the meaning specified in Section 9.08(d).

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

         "Pension Plan" means a pension plan (as defined in Section 3(2) of
ERISA) subject to Title IV of ERISA which Company sponsors, maintains, or to
which it makes, is making, or is obligated to make contributions, or in the case
of a multiple employer plan (as described in Section 4064(a) of ERISA) has made
contributions at any time during the immediately preceding five plan years.

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

         "Plan" means a "pension plan," as such term is defined in ERISA,
established or maintained by Company or any ERISA Affiliate or as to which
Company or any ERISA Affiliate contributed or is a member or otherwise may have
any liability.



                                      -12-
<PAGE>



         "Prime Rate" means the per annum rate of interest established from time
to time by HSBC as its prime rate, which rate may not be the lowest rate of
interest charged by HSBC to its customers.

         "Principal Domestic Subsidiary" means any Principal Subsidiary
organized under the laws of the United States, any State of the United States or
the District of Columbia.

         "Principal Domestic Subsidiary Guaranty" means that a Principal
Domestic Subsidiary Guaranty substantially in the form of Exhibit K, from the
Principal Domestic Subsidiaries to Administrative Agent for the benefit of
Lenders.

         "Principal Property" means any facility (together with the land on
which it is erected and fixtures comprising a part thereof) used primarily for
manufacturing, processing, research, warehousing or distribution, owned or
leased by Company or a Subsidiary of Company and (a) having a net book value in
excess of 3% of Consolidated Net Tangible Assets, other than any such facility
or portion thereof which is a pollution control facility financed by state or
local government obligations or is not of material importance to the total
business conducted or assets owned by Company and its Subsidiaries as an
entirety, or (b) acquired with net proceeds from a sale and leaseback
transaction and which is irrevocably designated by Company as a Principal
Property, which designation shall be made in writing to Administrative Agent.

         "Principal Subsidiary" means any Subsidiary of Company that owns or
leases a Principal Property or owns or controls stock which under ordinary
circumstances has the voting power to elect a majority of the Board of Directors
of a Principal Subsidiary.

         "Pro Rata Share" means, as to any Lender at any time, the percentage
equivalent (expressed as a decimal, rounded to the ninth decimal place) at such
time of such Lender's Commitment divided by the combined Commitments of all
Lenders.

         "Rentals" means and includes 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 Company or a Principal Subsidiary, as lessee or sublessee
under a lease of real or personal property, but shall be exclusive of any
amounts required to be paid by Company or a Principal Subsidiary (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.

         "Replacement Lender" has the meaning specified in Section 3.07.

         "Reportable Event" shall have the same meaning as in ERISA.

         "Required Lenders" means (a) at any time before the Termination Date,
Lenders then holding at least 66-2/3% of the Commitments, and (b) otherwise,
Lenders then holding at least 66-2/3% of the Loans.



                                      -13-
<PAGE>



         "Requirement of Law" means, as to any Person, any law (statutory or
common), treaty, rule or regulation, determination of an arbitrator or of a
Governmental Authority, in each case applicable to or binding upon the Person or
any of its property or to which the Person or any of its property is subject.

         "Responsible Officer" means the chief executive officer or the
president of Company, or any other officer having substantially the same
authority and responsibility; or, with respect to compliance with financial
covenants, the chief financial officer or the treasurer of Company, or any other
officer having substantially the same authority and responsibility.

         "Revolving Loan" has the meaning specified in Section 2.01.

         "Revolving/Term Notes" means, collectively, the promissory notes of
Company evidencing Revolving Loans executed and delivered to Lenders as provided
in Section 2.02 substantially in the form of Exhibit I, with appropriate
insertions as to amounts, dates and names of Lenders.

         "Revolving Termination Date" means the earlier to occur of:

                  (a) August 7, 2003; and

                  (b) the date on which the Commitments terminate in accordance
with the provisions of this Agreement.

         "SEC" means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions.

         "Security" shall have the same meaning as in Section 2(1) of the
Securities Act of 1933, as amended.

         "Segment" means a portion of the Term Loans (or all thereof) with
respect to which a particular interest rate is (or is proposed to be) applicable
during an identical Interest Period.

         "Subsidiary" of a Person means any corporation, association,
partnership, limited liability company, joint venture or other business entity
of which more than 50% of the voting stock, membership interest or other equity
interest (in the case of Persons other than corporations), is owned or
controlled directly or indirectly by the Person, or one or more of the
Subsidiaries of the Person, or a combination thereof. Unless the context
otherwise clearly requires, references herein to a "Subsidiary" refers to a
Subsidiary of Company.

         "Tangible Assets" means as of the date of any determination thereof the
total amount of all assets of Company and its consolidated Subsidiaries (less
depreciation, depletion and other properly deductible valuation reserves) after
deducting Intangible Assets.

         "Taxes" means any and all present or future taxes, levies, assessments,
imposts, duties, deductions, fees, withholdings or similar charges, and all
liabilities with respect thereto, excluding, in the case of each Lender and
Administrative Agent, respectively, taxes imposed on or measured by its net
income by the jurisdiction (or any political subdivision thereof) under the



                                      -14-
<PAGE>



laws of which such Lender or Administrative Agent, as the case may be, is
organized or maintains a lending office.

         "Term Loans" has the meaning set forth in Section 2.16.

         "Term Loan Period" means the period, if Company has opted to convert
the amounts outstanding under Revolving Loans to Term Loans pursuant to Section
2.16(e), from the Revolving Termination Date to the Term Loan Termination Date.

         "Term Loan Termination Date" has the meaning set forth in Section
2.16(e).

         "Termination Date" means the later to occur of the Revolving
Termination Date and the Term Loan Termination Date.

         "Total Capitalization" means the sum of Consolidated Tangible Net Worth
plus Consolidated Funded Debt.

         "Trigger Event" means the date, if ever, when Company delivers a
balance sheet of Company and its consolidated Subsidiaries to Administrative
Agent or the SEC reflecting that the aggregate amount of all Consolidated Funded
Debt exceeds 50% of Total Capitalization.

         "Type" has the meaning specified in the definition of "Committed Loan."

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

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

         "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)

         "Wholly-owned" when used in connection with any Subsidiary means a
Subsidiary of which all of the issued and outstanding shares of stock (except
shares required as directors' qualifying shares) and all Funded Debt shall be
owned by Company and/or one or more of its Wholly-owned Subsidiaries.

         1.02 Other Interpretive Provisions.

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

                  (b) The words "hereof", "herein", "hereunder" and similar
words refer to this Agreement as a whole and not to any particular provision of
this Agreement; and Section, Schedule, and Exhibit references are to this
Agreement unless otherwise specified.



                                      -15-
<PAGE>



                  (c) The term "documents" includes any and all instruments,
documents, agreements, certificates, indentures, notices and other writings,
however evidenced.

                  (d) The term "including" is not limiting and means "including
without limitation."

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

                  (f) Unless otherwise expressly provided herein, (1) references
to agreements (including this Agreement) and other contractual instruments shall
be deemed to include all subsequent amendments and other modifications thereto,
but only to the extent such amendments and other modifications are not
prohibited by the terms of any Loan Document, and (2) references to any statute
or regulation are to be construed as including all statutory and regulatory
provisions consolidating, amending, replacing, supplementing or interpreting the
statute or regulation.

                  (g) The captions and headings of this Agreement are for
convenience of reference only and shall not affect the interpretation of this
Agreement.

                  (h) This Agreement and other Loan Documents may use several
different limitations, tests or measurements to regulate the same or similar
matters. All such limitations, tests and measurements are cumulative and shall
each be performed in accordance with their terms.

                  (i) Unless otherwise expressly provided, any reference to any
action of Administrative Agent or Lenders by way of consent, approval or waiver
shall be deemed modified by the phrase "in its/their sole discretion."

                  (j) This Agreement and the other Loan Documents are the result
of negotiations among, and have been reviewed by counsel to, Administrative
Agent, Company and the other Lenders, and are the products of all parties.
Accordingly, they shall not be construed against Lenders or Administrative Agent
merely because of Administrative Agent's or Lenders' involvement in their
preparation.

         1.03 Accounting Principles.

                  (a) Unless the context otherwise clearly requires, all
accounting terms not expressly defined herein shall be construed, and all
financial computations required under this Agreement shall be made, in
accordance with GAAP, consistently applied.

                  (b) References herein to "fiscal year" and "fiscal quarter"
refer to such fiscal periods of Company.



                                      -16-
<PAGE>



SECTION 2. THE CREDITS

         2.01 Amounts and Terms of Commitments. Each Lender severally but not
jointly agrees, on the terms and conditions set forth herein, to make Committed
Loans to Company from time to time on any Business Day during the period from
the Closing Date to the Termination Date, in an aggregate amount not to exceed
at any time outstanding the amount set forth on Schedule 2.01 (as such amount
may be reduced under Section 2.07 or as a result of one or more assignments
under Section 9.08, such Lender's "Commitment"); but, after giving effect to any
Committed Borrowing, the aggregate principal amount of all outstanding Loans
shall not at any time exceed the combined Commitments. Within the limits of each
Lender's Commitment, and subject to the other terms and conditions hereof,
Company may borrow under this Section, prepay under Section 2.08 and reborrow
under this Section before the Revolving Termination Date. Additional advances
will not be available during the Term Loan Period.

         2.02 Loan Accounts; Notes.

                  (a) Loan Accounts. The Loans made by each Lender shall be
evidenced by one or more loan accounts or records maintained by such Lender or
in the ordinary course of business. The loan accounts or records maintained by
Administrative Agent and each Lender shall be conclusive evidence absent
manifest error of the amount of the Loans made by Lenders to Company and the
interest and payments thereon. Any failure so to record or any error in doing so
shall not, however, limit or otherwise affect the obligation of Company
hereunder to pay any amount owing with respect to the Loans.

                  (b) Notes.

                           (1) Revolving/Term Notes. Upon request of any Lender
made through Administrative Agent and instead of or in addition to loan
accounts, the Revolving Loans made by such Lender shall be evidenced by a
Revolving/Term Note payable to the order of such Lender in the respective amount
of its Commitment, which Revolving/Term Note shall be dated the Closing Date or
a later date pursuant to an Assignment and Acceptance (as defined in Section
9.08(a)) and shall be duly completed, executed and delivered by Company.

                           (2) Competitive Bid Notes. Upon the request of any
Lender made through Administrative Agent, the Competitive Bid Loans made by such
Lender may be evidenced by one or more notes in substantially the form of
Exhibit H ("Competitive Bid Loan Notes"), instead of or in addition to loan
accounts.

                           (3) All Notes. Each Lender with some or all of its
Loans evidenced by Note(s) shall endorse on the schedules annexed to its Note(s)
the date, amount and maturity of each Loan made by it and the amount of each
payment of principal made by Company with respect thereto. Each such Lender is
irrevocably authorized by Company to endorse its Note(s) and each Lender's
record shall be conclusive absent manifest error; but the failure of a Lender to
make, or an error in making, a notation thereon with respect to any Loan shall
not limit or otherwise affect the obligations of Company hereunder or under any
such Note to such Lender.



                                      -17-
<PAGE>



         2.03 Procedure for Committed Borrowing.

                  (a) Each Committed Borrowing shall be made upon Company's
irrevocable written notice delivered to Administrative Agent in the form of a
Notice of Borrowing or, if applicable, a Notice of Term Loan Interest Rate
Selection, (which notice must be received by Administrative Agent before 12:00
noon (New York time) (x) three Business Days before the requested Borrowing
Date, in the case of Eurodollar Rate Loans and (y) one Business Day before the
requested Borrowing Date, in the case of Alternate Base Rate Committed Loans,
specifying:

                           (1) the amount of the Committed Borrowing, which
shall be in an aggregate minimum amount of $5,000,000 or any multiple of
$1,000,000 in excess thereof;

                           (2) the requested Borrowing Date, which shall be a
Business Day;

                           (3) the Type of Loans comprising the Committed
Borrowing; and

                           (4) the duration of the Interest Period applicable to
such Committed Loans included in such notice. If the Notice of Borrowing or, if
applicable, Notice of Term Loan Interest Rate Selection, fails to specify the
duration of the Interest Period for any Committed Borrowing comprised of
Eurodollar Rate Loans, such Interest Period shall be one month.

but with respect to any Committed Borrowing to be made on the Closing Date, the
Notice of Borrowing or, if applicable, Notice of Term Loan Interest Rate
Selection, shall be delivered to Administrative Agent not later than 12:00 noon
(New York time) one Business Day before the Closing Date and such Committed
Borrowing will consist of Alternate Base Rate Committed Loans only; and provided
further that if so requested by Administrative Agent, all Committed Borrowings
during the first 60 days following the Closing Date shall have the same Interest
Period and shall be Alternate Base Rate Committed Loans or Eurodollar Rate
Committed Loans for Interest Periods no longer than one month.

                  (b) Administrative Agent will promptly notify each Lender of
its receipt of any Notice of Borrowing or, if applicable, any Notice of Term
Loan Interest Rate Selection, and of the amount of such Lender's Pro Rata Share
of that Committed Borrowing.

                  (c) Except with respect to a Segment of the Term Loan, each
Lender will make the amount of its Pro Rata Share of each Committed Borrowing
available to Administrative Agent for the account of Company at Administrative
Agent's offices by 2:00 p.m. (New York time) on the Borrowing Date requested by
Company in funds immediately available to Administrative Agent. The proceeds of
all such Committed Loans will then be made available to Company by
Administrative Agent by no later than 3:00 p.m. (New York time) on such
Borrowing Date at such office by crediting the account of Company on the books
of HSBC with the aggregate of the amounts made available to Administrative Agent
by Lenders and in like funds as received by Administrative Agent.

                  (d) After giving effect to any Committed Borrowing, unless
Administrative Agent shall otherwise consent, there may not be more than six
different Interest Periods in effect in respect of all Committed Loans and
Competitive Bid Loans together then outstanding.



                                      -18-
<PAGE>



         2.04 Conversion and Continuation Elections for Committed Borrowings.


                  (a) Company may, upon irrevocable written notice to
Administrative Agent in accordance with Section 2.04(b):

                           (1) elect, as of any Business Day, in the case of
Alternate Base Rate Committed Loans, or as of the last day of the applicable
Interest Period, in the case of any other Type of Committed Loans, to convert
any such Committed Loans (or any part thereof in an amount not less than
$5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof)
into Committed Loans of any other Type; or

                           (2) elect, as of the last day of the applicable
Interest Period, to continue any Committed Loans having Interest Periods
expiring on such day (or any part thereof in an amount not less than $5,000,000,
or that is in an integral multiple of $1,000,000 in excess thereof);

but if at any time the aggregate amount of Eurodollar Rate Committed Loans in
respect of any Committed Borrowing is reduced, by payment, prepayment, or
conversion of part thereof to be less than $5,000,000, such Eurodollar Rate
Committed Loans shall automatically convert into Alternate Base Rate Committed
Loans, and on and after such date the right of Company to continue such
Committed Loans as, and convert such Committed Loans into, Eurodollar Rate
Committed Loans shall terminate.

                  (b) Company shall deliver a Notice of Conversion/Continuation
to be received by Administrative Agent not later than 12:00 noon (New York time)
at least (x) three Business Days in advance of the Conversion/Continuation Date,
if the Committed Loans are to be converted into or continued as Eurodollar Rate
Committed Loans; and (y) one Business Day in advance of the
Conversion/Continuation Date, if the Loans are to be converted into Alternate
Base Rate Committed Loans, specifying:

                           (1) the proposed Conversion/Continuation Date;

                           (2) the aggregate amount of Committed Loans to be
continued;

                           (3) the Type of Committed Loans resulting from the
proposed conversion or continuation; and

                           (4) other than in the case of conversions into
Alternate Base Rate Committed Loans, the duration of the requested Interest
Period.

                  (c) If upon the expiration of any Interest Period applicable
to Eurodollar Rate Committed Loans, Company has failed to select timely a new
Interest Period to be applicable to such Eurodollar Rate Committed Loans, or if
any Default or Event of Default then exists, Company shall be deemed to have
elected to convert such Eurodollar Rate Committed Loans into Alternate Base Rate
Committed Loans effective as of the expiration date of such Interest Period.



                                      -19-
<PAGE>



                  (d) Administrative Agent will promptly notify each Lender of
its receipt of a Notice of Conversion/Continuation, or, if no timely notice is
provided by Company, Administrative Agent will promptly notify each Lender of
the details of any automatic conversion. All conversions and continuations shall
be made ratably according to the respective outstanding principal amounts of the
Committed Loans with respect to which the notice was given held by each Lender.

                  (e) Unless the Required Lenders otherwise consent, during the
existence of a Default or Event of Default, Company may not elect to have a
Committed Loan converted into or continued as a Eurodollar Rate Committed Loan.

                  (f) After giving effect to any conversion or continuation of
Committed Loans, unless Administrative Agent shall otherwise consent, there may
not be more than six different Interest Periods in effect in respect of all
Committed Loans and Competitive Bid Loans together then outstanding.

         2.05 Competitive Bid Borrowings. In addition to Committed Borrowings
pursuant to Section 2.03, each Lender severally but not jointly agrees that
Company may, as set forth in Section 2.06, from time to time request Lenders
before the Revolving Termination Date to submit offers to make, before the
Revolving Termination Date only, Competitive Bid Loans to Company; but Lenders
may, but shall have no obligation to, submit such offers and Company may, but
shall have no obligation to, accept any such offers; and provided, further, that
at no time shall (a) the outstanding aggregate principal amount of all
Competitive Bid Loans made by all Lenders plus the outstanding aggregate
principal amount of all Committed Loans made by all Lenders exceed the combined
Commitments, or (b) the number of Interest Periods for Competitive Bid Loans
then outstanding plus the number of Interest Periods for Committed Loans then
outstanding exceed six. Competitive Bid Loans shall not be available or
outstanding at any time during the Term Loan Period.

         2.06 Procedure for Competitive Bid Borrowings.

                  (a) When Company wishes to request Lenders to submit offers to
make Competitive Bid Loans hereunder, it shall transmit to Administrative Agent
by telephone call followed promptly by facsimile transmission a Competitive Bid
Request so as to be received no later than 10:00 a.m. (New York time) (x) four
Business Days before the date of a proposed Competitive Bid Borrowing in the
case of a LIBOR Auction, or (y) two Business Days before the date of a proposed
Competitive Bid Borrowing in the case of an Absolute Rate Auction, specifying:

                           (1) the date of such Competitive Bid Borrowing, which
shall be a Business Day;

                           (2) the aggregate amount of such Competitive Bid
Borrowing, which shall be a minimum amount of $5,000,000 or in multiples of
$1,000,000 in excess thereof;

                           (3) whether the Competitive Bids requested are to be
for LIBOR Competitive Bid Loans or Absolute Rate Competitive Bid Loans or both;
and



                                      -20-
<PAGE>



                           (4) the duration of the Interest Period applicable
thereto, subject to the provisions of the definition of "Interest Period"
herein.

Subject to Section 2.06(c), Company may not request Competitive Bids for more
than three Interest Periods in a single Competitive Bid Request and may not
request Competitive Bids more than once in any period of five Business Days.

                  (b) Upon receipt of a Competitive Bid Request, Administrative
Agent will promptly send to each Lender by facsimile transmission an Invitation
for Competitive Bids, which shall constitute an invitation by Company to each
Lender to submit Competitive Bids offering to make the Competitive Bid Loans to
which such Competitive Bid Request relates in accordance with this Section.

                  (c) (1) Each Lender may at its discretion submit a Competitive
Bid containing an offer or offers to make Competitive Bid Loans in response to
any Invitation for Competitive Bids. Each Competitive Bid must comply with the
requirements of this Subsection and must be submitted to Administrative Agent by
facsimile transmission at Administrative Agent's office for notices set forth on
the signature pages hereto not later than (x) 10:00 a.m. (New York time) two
Business Days before the proposed date of Borrowing, in the case of a LIBOR
Auction or (y) 10:00 a.m. (New York time) on the proposed date of Borrowing, in
the case of an Absolute Rate Auction; but Competitive Bids submitted by
Administrative Agent (or any Affiliate of Administrative Agent) in the capacity
of a Lender may be submitted, and may only be submitted, if Administrative Agent
or such Affiliate notifies Administrative Agent of the terms of the offer or
offers contained therein not later than (A) 9:45 a.m. (New York time) two
Business Days before the proposed date of Borrowing, in the case of a LIBOR
Auction or (B) 9:45 a.m. (New York time) on the proposed date of Borrowing, in
the case of an Absolute Rate Auction.

                  (2) Each Competitive Bid shall be in substantially the form of
Exhibit F, specifying therein:

                           (A) the proposed date of Borrowing;

                           (B) the principal amount of each Competitive Bid Loan
                  for which such Competitive Bid is being made, which principal
                  amount (x) may be equal to, greater than or less than the
                  Commitment of the quoting Lender, (y) must be $5,000,000 or in
                  multiples of $1,000,000 in excess thereof, and (z) may not
                  exceed the principal amount of Competitive Bid Loans for which
                  Competitive Bids were requested;

                           (C) in case Company elects a LIBOR Auction, the
                  margin above or below LIBOR (the "LIBOR Competitive Bid
                  Margin") offered for each such Competitive Bid Loan, expressed
                  in multiples of 1/1000th of one basis point to be added to or
                  subtracted from the applicable LIBOR and the Interest Period
                  applicable thereto;

                           (D) in case Company elects an Absolute Rate Auction,
                  the rate of interest per annum expressed in multiples of
                  1/1000th of one basis point (the "Absolute Rate") offered for
                  each such Competitive Bid Loan; and



                                      -21-
<PAGE>



                           (E) the identity of the quoting Lender.

A Competitive Bid may contain up to three separate offers by the quoting Lender
with respect to each Interest Period specified in the related Invitation for
Competitive Bids.

                  (3) Any Competitive Bid shall be disregarded if it:

                           (A) is not substantially in conformity with Exhibit F
                  or does not specify all of the information required by Section
                  2.06(c)(2).

                           (B) contains qualifying, conditional or similar
                  language;

                           (C) proposes terms other than or in addition to those
                  set forth in the applicable Invitation for Competitive Bids;
                  or

                           (D) arrives after the applicable time set forth in
                  Section 2.06(c)(1).

                  (d) Promptly on receipt and not later than 10:30 a.m. (New
York time) two Business Days before the proposed date of Borrowing in the case
of a LIBOR Auction, or 10:30 a.m. (New York time) on the proposed date of
Borrowing, in the case of an Absolute Rate Auction, Administrative Agent will
notify Company of the terms (1) of any Competitive Bid submitted by a Lender
that is in accordance with Section 2.06(c), and (2) of any Competitive Bid that
amends, modifies or is otherwise inconsistent with a previous Competitive Bid
submitted by such Lender with respect to the same Competitive Bid Request. Any
such subsequent Competitive Bid shall be disregarded by Administrative Agent
unless such subsequent Competitive Bid is submitted solely to correct a manifest
error in such former Competitive Bid and only if received within the times set
forth in Section 2.06(c). Administrative Agent's notice to Company shall specify
(1) the aggregate principal amount of Competitive Bid Loans for which offers
have been received for each Interest Period specified in the related Competitive
Bid Request and (2) the respective principal amounts and LIBOR Competitive Bid
Margins or Absolute Rates, as the case may be, so offered. Subject only to the
provisions of Sections 3.02, 3.05 and 4.02 and the provisions of this Section,
any Competitive Bid shall be irrevocable except with the written consent of
Administrative Agent given on the written instructions of Company.

                  (e) Not later than 11:00 a.m. (New York time) two Business
Days before the proposed date of Borrowing, in the case of a LIBOR Auction, or
11:00 a.m. (New York time) on the proposed date of Borrowing, in the case of an
Absolute Rate Auction, Company shall notify Administrative Agent of its
acceptance or non-acceptance of the offers so notified to it pursuant to Section
2.06(d). Company shall be under no obligation to accept any offer and may choose
to reject all offers. In the case of acceptance, such notice shall specify the
aggregate principal amount of offers for each Interest Period that is accepted.
Company may accept any Competitive Bid in whole or in part; but:

                           (1) the aggregate principal amount of each
Competitive Bid Borrowing may not exceed the applicable amount set forth in the
related Competitive Bid Request;



                                      -22-
<PAGE>



                           (2) the principal amount of each Competitive Bid
Borrowing must be $5,000,000 or in any multiple of $1,000,000 in excess thereof;

                           (3) acceptance of offers may only be made on the
basis of ascending LIBOR Competitive Bid Margins or Absolute Rates within each
Interest Period, as the case may be; and

                           (4) Company may not accept any offer that is
described in Section 2.06(c)(3) or that otherwise fails to comply with the
requirements of this Agreement.

                  (f) If offers are made by two or more Lenders with the same
LIBOR Competitive Bid Margins or Absolute Rates, as the case may be, for a
greater aggregate principal amount than the amount in respect of which such
offers are accepted for the related Interest Period, the principal amount of
Competitive Bid Loans in respect of which such offers are accepted shall be
allocated by Administrative Agent among such Lenders as nearly as possible (in
such multiples, not less than $1,000,000, as Administrative Agent may deem
appropriate) in proportion to the aggregate principal amounts of such offers.
Determination by Administrative Agent of the amounts of Competitive Bid Loans
shall be conclusive in the absence of manifest error.

                  (g) Administrative Agent will promptly notify each Lender
having submitted a Competitive Bid if its offer has been accepted and, if its
offer has been accepted, of the amount of the Competitive Bid Loan or
Competitive Bid Loans to be made by it on the date of the Competitive Bid
Borrowing.

                           (1) Each Lender which has received notice pursuant to
Section 2.06(g) that its Competitive Bid has been accepted, shall make the
amounts of such Competitive Bid Loans available to Administrative Agent for the
account of Company at Administrative Agent's Payment Office, by 2:00 p.m. (New
York time) in the case of Absolute Rate Competitive Bid Loans, and by 2:00 p.m.
(New York time) in the case of LIBOR Competitive Bid Loans, on such date of
Competitive Bid Borrowing, in funds immediately available to Administrative
Agent for the account of Company at Administrative Agent's Payment Office.

                           (2) Promptly following each Competitive Bid
Borrowing, Administrative Agent shall notify each Lender of the ranges of bids
submitted and the highest and lowest bids accepted for each Interest Period
requested by Company and the aggregate amount borrowed pursuant to such
Competitive Bid Borrowing.

                           (3) From time to time, Company and Lenders shall
furnish such information to Administrative Agent as it may request relating to
the making of Competitive Bid Loans, including the amounts, interest rates,
dates of borrowings and maturities thereof, for purposes of the allocation of
amounts received from Company for payment of all amounts owing hereunder.

                  (h) If, by the proposed date of Borrowing, the Commitments
have not been terminated and if, on such proposed date of Borrowing all
applicable conditions to funding referenced in Sections 3.02, 3.05 and 4.02 are
satisfied, Lenders whose offers Company has accepted will fund each Competitive
Bid Loan so accepted. Nothing in this Section shall be



                                      -23-
<PAGE>



construed as a right of first offer in favor of Lenders or to otherwise limit
the ability of Company to request and accept credit facilities from any Person
(including any of Lenders), if no Default or Event of Default would otherwise
arise or exist as a result of Company executing, delivering or performing under
such credit facilities.

         2.07 Termination or Reduction of Commitments.

                  (a) Voluntary. Company may, upon not less than five Business
Days' prior notice to Administrative Agent, terminate the Commitments, or
permanently reduce the Commitments by an aggregate minimum amount of $5,000,000
or any multiple of $1,000,000 in excess thereof; unless, after giving effect
thereto and to any prepayments of Committed Loans made on the effective date
thereof, the then-outstanding principal amount of the Loans would exceed the
amount of the combined Commitments then in effect.

                  (b) Mandatory. If, on the last day of any quarterly fiscal
period of Company, Assets Sales exceed Maximum Assets Sales, then Company shall
reduce the Linked Commitments (and, if necessary, prepay the Loans so that the
outstanding Loans do not exceed the Commitment, if the same has been reduced as
part of the reduction of the Linked Commitments) by the amount of such excess.

                  (c) Generally. Once reduced in accordance with this Section,
the Commitments may not be increased. Any reduction of the Commitments shall be
applied ratably to the Commitment of each Lender according to its Pro Rata Share
thereof.

         2.08 Optional Prepayments.

                  (a) Subject to Section 3.04, Company may, at any time or from
time to time, upon not less than three Business Days' irrevocable notice to
Administrative Agent, ratably prepay Committed Loans in whole or in part, in
minimum amounts of $5,000,000 or any multiple of $1,000,000 in excess thereof.
Company may apply any such prepayment to such portions of the Committed Loans as
Company may elect. Such notice of prepayment shall specify the date and amount
of such prepayment and the Type(s) of Committed Loans to be prepaid.
Administrative Agent will promptly notify each Lender of its receipt of any such
notice, and of such Lender's Pro Rata Share of such prepayment. If such notice
is given by Company, Company shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified therein,
together with accrued interest to each such date on the amount prepaid and any
amounts required pursuant to Section 3.04.

                  (b) Competitive Bid Loans may not be voluntarily prepaid.

         2.09 Repayment.

                  (a) The Revolving Credit. Company shall repay to Lenders on
the Revolving Termination Date the aggregate principal amount of Revolving Loans
outstanding on such date.

                  (b) Term Loans. Company shall repay to Lenders on the Term
Loan Termination Date the aggregate amount of Term Loans, if any, outstanding on
such date.



                                      -24-
<PAGE>



                  (c) Competitive Bid Loans. Company shall repay each
Competitive Bid Loan on the last day of the relevant Interest Period but in no
event later than the Revolving Termination Date.

         2.10 Interest.

                  (a) Each Committed Loan shall bear interest on the outstanding
principal amount thereof from the applicable Borrowing Date at a rate per annum
equal to the Eurodollar Rate or the Alternate Base Rate, as the case may be (and
subject to Company's right to convert to other Types of Loans under Section
2.04), in each case plus the Applicable Margin. Each Competitive Bid Loan shall
bear interest on the outstanding principal amount thereof from the relevant
Borrowing Date at a rate per annum equal to the LIBOR Rate plus (or minus) the
LIBOR Competitive Bid Margin, or at the Absolute Rate, as the case may be.

                  (b) Interest on each Loan shall be paid in arrears on each
Interest Payment Date. Interest shall also be paid on the date of any prepayment
of Committed Loans under Section 2.08 for the portion of the Loans so prepaid
and upon payment (including prepayment) in full thereof and, during the
existence of any Event of Default, interest shall be paid on demand of
Administrative Agent at the request or with the consent of the Required Lenders.

                  (c) Notwithstanding clause (a) of this Section, if any amount
of principal of or interest on any Loan, or any other amount payable hereunder
or under any other Loan Document is not paid in full when due (whether at stated
maturity, by acceleration, demand or otherwise), Company agrees to pay interest
on such unpaid principal or other amount, from the date such amount becomes due
until the date such amount is paid in full, and after as well as before any
entry of judgment thereon to the extent permitted by law, payable on demand, at
a fluctuating rate per annum equal to the Alternate Base Rate plus 2%.

                  (d) Anything herein to the contrary notwithstanding, the
obligations of Company to any Lender hereunder shall be subject to the
limitation that payments of interest shall not be required for any period for
which interest is computed hereunder, to the extent (but only to the extent)
that contracting for or receiving such payment by such Lender would be contrary
to the provisions of any law applicable to such Lender limiting the highest rate
of interest that may be lawfully contracted for, charged or received by such
Lender, and in such event Company shall pay such Lender interest at the highest
rate permitted by applicable law.

         2.11 Fees.

                  (a) Agency Fees. Company shall pay an agency fee to
Administrative Agent for Administrative Agent's own account, as required by the
letter agreement ("Fee Letter") among Company, Lead Arranger and Administrative
Agent.

                  (b) Facility Fees. Company shall pay to Administrative Agent
for the account of each Lender a Facility Fee, computed on a quarterly basis in
arrears on the last Business Day of each calendar quarter, equal to the percent
per annum determined in the chart in the definition of the Facility Fee. Such
Facility Fee shall accrue (a) from the Closing Date to the Termination Date on
the daily amount of the Commitments (whether used or unused) and (b) from and
including the Revolving Termination Date or, if applicable, the Term Loan
Termination Date, to



                                      -25-
<PAGE>



but excluding the date the Loans (including, if the same shall be outstanding,
the Term Loans) shall be repaid in their entirety, on the daily aggregate
outstanding principal amount of the Loans. Such Facility Fee shall be due and
payable quarterly in arrears on the last Business Day of each calendar quarter
commencing on September 30, 2001 through the Termination Date, with the final
payment to be made on the Termination Date; but, in connection with any
reduction or termination of Commitments under Section 2.05 or 2.07, the accrued
Facility Fee calculated for the period ending on such date shall also be paid on
the date of such reduction or termination, with the following quarterly payment
being calculated on the basis of the period from such reduction or termination
date to such quarterly payment date. The Facility Fees provided in this Section
shall accrue at all times after the above-mentioned commencement date, including
at any time during which one or more conditions in Section 4 are not met.

                  (c) Utilization Fee. If, and only so long as, the aggregate
principal balance of the Loans exceeds 33% of the then-effective aggregate
Commitments, each Lender shall earn a utilization fee equal to 0.125% per annum
on the principal balance of such Lender's Loans; such utilization fee shall be
computed on a quarterly basis in arrears and shall be due and payable by Company
to Administrative Agent, for the account of each Lender, on the last Business
Day of each calendar quarter and on the Termination Date.

         2.12 Computation of Fees and Interest.

                  (a) All computations of interest for Alternate Base Rate
Committed Loans when the Alternate Base Rate is determined by Prime Rate shall
be made on the basis of a year of 365 or 366 days, as the case may be, and
actual days elapsed. All other computations of fees and interest shall be made
on the basis of a 360-day year and actual days elapsed (which results in more
interest being paid than if computed on the basis of a 365-day year). Interest
and fees shall accrue during each period during which interest or such fees are
computed from the first day thereof to but excluding the last day thereof.

                  (b) Each determination of an interest rate by Administrative
Agent shall be conclusive and binding on Company and Lenders in the absence of
manifest error.

         2.13 Payments by Company.

                  (a) All payments to be made by Company shall be made without
set-off, recoupment or counterclaim. Except as otherwise expressly provided
herein, all payments by Company shall be made to Administrative Agent for the
account of Lenders at Administrative Agent's Payment Office, and shall be made
in dollars and in immediately available funds, no later than 1:00 p.m. (New York
time) on the date specified herein. Administrative Agent will promptly
distribute to each Lender its Pro Rata Share (or other applicable share as
expressly provided herein) of such payment in like funds as received. Any
payment received by Administrative Agent later than 1:00 p.m. (New York time)
shall be deemed to have been received on the following Business Day and any
applicable interest or fee shall continue to accrue.

                  (b) Subject to the provisions set forth in the definition of
"Interest Period" herein, whenever any payment is due on a day other than a
Business Day, such payment shall be



                                      -26-
<PAGE>



made on the following Business Day, and such extension of time shall in such
case be included in the computation of interest or fees, as the case may be.

                  (c) Unless Administrative Agent receives notice from Company
before the date on which any payment is due to Lenders that Company will not
make such payment in full as and when required, Administrative Agent may assume
that Company has made such payment in full to Administrative Agent on such date
in immediately available funds and Administrative Agent may (but shall not be so
required), in reliance upon such assumption, distribute to each Lender on such
due date an amount equal to the amount then due such Lender. If and to the
extent Company has not made such payment in full to Administrative Agent, each
Lender shall repay to Administrative Agent on demand such amount distributed to
such Lender, together with interest thereon at the Federal Funds Rate for each
day from the date such amount is distributed to such Lender until the date
repaid.

         2.14 Payments by Lenders to Administrative Agent.

                  (a) Unless Administrative Agent receives notice from a Lender
by the Closing Date or, with respect to any Borrowing after the Closing Date, at
least one Business Day before the date of such Committed Borrowing, that such
Lender will not make available as and when required hereunder to Administrative
Agent for the account of Company the amount of that Lender's Pro Rata Share of
the Committed Borrowing, Administrative Agent may assume that each Lender has
made such amount available to Administrative Agent in immediately available
funds on the Borrowing Date and Administrative Agent may (but shall not be so
required), in reliance upon such assumption, make available to Company on such
date a corresponding amount. If and to the extent any Lender shall not have made
its full amount available to Administrative Agent in immediately available funds
and Administrative Agent in such circumstances has made available to Company
such amount, that Lender shall on the Business Day following such Borrowing Date
make such amount available to Administrative Agent, together with interest at
the Federal Funds Rate for each day during such period. A notice of
Administrative Agent submitted to any Lender with respect to amounts owing under
this Section shall be conclusive, absent manifest error. If such amount is so
made available, such payment to Administrative Agent shall constitute such
Lender's Loan on the date of Borrowing for all purposes of this Agreement. If
such amount is not made available to Administrative Agent on the Business Day
following the Borrowing Date, Administrative Agent will notify Company of such
failure to fund and, upon demand by Administrative Agent, Company shall pay such
amount to Administrative Agent for Administrative Agent's account, together with
interest thereon for each day elapsed since the date of such Committed
Borrowing, at a rate per annum equal to the interest rate applicable at the time
to the Committed Loans comprising such Committed Borrowing.

                  (b) The failure of any Lender to make any Committed Loan on
any Borrowing Date shall not relieve any other Lender of any obligation
hereunder to make a Committed Loan on such Borrowing Date, but no Lender shall
be responsible for the failure of any other Lender to make the Committed Loan to
be made by such other Lender on any Borrowing Date.

         2.15 Sharing of Payments, Etc. If, other than as expressly provided
elsewhere herein, any Lender shall obtain on account of the Committed Loans made
by it any payment (whether



                                      -27-
<PAGE>



voluntary, involuntary, through the exercise of any right of set-off, or
otherwise) in excess of its ratable share (or other share contemplated
hereunder), such Lender shall immediately (a) notify Administrative Agent of
such fact, and (b) purchase from the other Lenders such participations in the
Committed Loans made by them as shall be necessary to cause such purchasing
Lender to share the excess payment pro rata with each of them; but if all or any
portion of such excess payment is thereafter recovered from the purchasing
Lender, such purchase shall to that extent be rescinded and each other Lender
shall repay to the purchasing Lender the purchase price paid therefor, together
with an amount equal to such paying Lender's ratable share (according to the
proportion of (x) the amount of such paying Lender's required repayment to (y)
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. Administrative Agent will keep records (which shall be
conclusive and binding in the absence of manifest error) of participations
purchased under this Section and will in each case notify Lenders following any
such purchases or repayments. Any Lender having outstanding both Committed Loans
and Competitive Bid Loans at any time a right of set-off is exercised by such
Lender and applying such setoff to the Loans shall apply the proceeds of such
set-off first to such Lender's Committed Loans, until its Committed Loans are
reduced to zero, and thereafter to its Competitive Bid Loans.

         2.16 Extension and Term Loan Option.

                  (a) With the consent of Lenders holding at least 66-2/3% of
the aggregate Commitments at the Revolving Termination Date and each date
thereafter, if any, to which the Revolving Termination Date has been extended
pursuant to this Section (the "Extension Date") Company can elect to extend the
Revolving Termination Date for an additional period of 364 days commencing on
such Extension Date.

                  (b) Company shall notify Lenders of its request for such an
extension by delivering to Administrative Agent notice of such request signed by
an authorized representative of Company (the "Extension Request") not more than
60 days nor less than 45 days before the applicable Extension Date. Notice of
receipt of such request shall be provided by Administrative Agent to Lenders.
Lenders shall notify Administrative Agent of their decisions not later than 30
days before the applicable Extension Date. Administrative Agent shall notify
Company in writing not later than 30 days nor more than 45 days before the
applicable Extension Date of the decision of Lenders. Failure by any Lender to
respond to a request for an extension shall constitute a refusal of such Lender
to give its consent to such extension. Failure by Administrative Agent to give
such notice to Company as a result of not receiving the consent of Lenders
holding at least 66-2/3% of the aggregate Commitments to such extension shall
constitute refusal by Lenders to extend the Revolving Termination Date.

                  (c) If on any Extension Date Company has not so elected to
extend the Revolving Termination Date then in effect, or if Lenders holding at
least 66-2/3% of the aggregate Commitments have not consented to such extension,
then as of such Revolving Termination Date, except as provided otherwise in, and
subject to Company's compliance with the terms of, Section 2.16(e) below, (1)
the Commitments shall be reduced to zero, and (2) all amounts outstanding under
the Revolving Loans, all interest accrued thereon, and all fees and other
amounts owing to any Lender hereunder shall be due and payable in full.




                                      -28-
<PAGE>



                  (d) If the Extension Request is consented to by Lenders
holding not less than 66-2/3% of the Commitment (the "Accepting Lenders"), but
fewer than all Lenders (any Lender not consenting to the Extension Request being
referred to in this Subsection as a "Rejecting Lender"), then Administrative
Agent shall, within two Business Days of making such determination, notify the
Accepting Lenders and Company of the aggregate Commitment held by the Rejecting
Lenders (as used in this Subsection, the "Rejected Amount"). Each Accepting
Lender shall have the right, but not the obligation, to elect to increase its
respective Commitment by an amount not to exceed the Rejected Amount, which
election shall be made by notice from each Accepting Lender to Administrative
Agent given not later than five days after the date notified by Administrative
Agent, specifying the amount of such proposed increase in such Accepting
Lender's Commitment. If the aggregate amount of the proposed increases in the
Commitment of all Accepting Lenders making such an election does not equal or
exceed the Rejected Amount, then Company shall have the right to add one or more
financial institutions (which are not Rejecting Lenders) as Lenders (as used in
this Subsection, a "Purchasing Lender") to replace such Rejecting Lenders, which
Purchasing Lenders shall have aggregate Commitment not greater than those of the
Rejected Amount (less any increases in the Commitments of Accepting Lenders).
The transfer of Commitments and outstanding Borrowings from Rejecting Lenders to
Purchasing Lenders or Accepting Lenders shall take place in the manner set forth
in Section 9.08.

                  (e) If with respect to any Extension Date Company does not so
elect to extend the Revolving Termination Date then in effect, or if Lenders
holding at least 66-2/3% of the aggregate Commitments have not consented to such
extension, then upon written notice to Administrative Agent delivered not more
than 60 days nor less than 15 days before the Revolving Termination Date,
Company can elect to convert any or all amounts outstanding under the Revolving
Loans as of the Revolving Termination Date into a term loan on such date, to
mature and be repaid on the date which is not more than one year after the
Revolving Termination Date ("Term Loan Termination Date"), in the original
principal amount equal to such outstandings. Revolving Loans so converted by
Company in accordance with this Section shall be referred to as the "Term
Loans." The aggregate amount of the Commitments shall be permanently reduced on
the Revolving Termination Date to an amount equal to the aggregate principal
amount of the Term Loans on such date and shall thereafter no longer be
available for any further advances of Loans. The Term Loans may be comprised of
Base Rate Loans and Eurodollar Rate Loans as Company may elect in accordance
with the provisions of this Section 2; but, each notice given to elect an
interest rate or rates and Interest Periods for Term Loans shall be given in
accordance with the provisions for the giving of Notices of Borrowing under
Section 2.03, but all references therein to the amount or the date of such
Borrowings shall be deemed to refer, respectively, solely to the Segments then
outstanding and to the date of conversion, rather than repayment and
reborrowing, of Loans from having one interest rate to having another interest
rate or the continuation, rather than repayment and reborrowing, of Loans of the
same interest rate from one Interest Period to a succeeding Interest Period, as
applicable (each such notice in reference to Term Loans being sometimes referred
to herein as a "Notice of Term Loan Interest Rate Selection"). Amounts repaid or
prepaid on the Term Loans may not be reborrowed, and the total Commitments shall
be permanently reduced by any such amounts.

                  (f) If on the Revolving Termination Date Company does not so
elect to convert all of the amounts outstanding under the Revolving Loans as of
such date to Term Loans



                                      -29-
<PAGE>



as described in (d) above, then on the Revolving Termination Date, (1) all
amounts outstanding under the Revolving Loans as of such date which are not so
converted shall be due and payable in full and (2) the total Commitments shall
be reduced to the amount, if any, of amounts outstanding under the Revolving
Loans so converted to Term Loans.

                  (g) If less than 100% of the Commitment is extended (whether
by virtue of Company's failure to request an extension of the full Commitment or
by virtue of any Lender not consenting to any Extension Request), then on the
Revolving Loan Termination Date on which the applicable approved extension is
effective, (1) the Commitment shall automatically be reduced by an amount equal
to (as the case may be) (A) the portion of the Commitment not requested to be
extended by Company in its Extension Request or (B) the amount of the Rejected
Amount (to the extent not replaced by Accepting Lenders or Purchasing Lenders
pursuant to the procedures set forth in the foregoing Section 2.16(d)); and (2)
Company shall payoff the Commitment of the Rejecting Lender in such amount,
together with all interest accrued thereon, and all fees and other amounts owing
to such Rejecting Lender. Each Rejecting Lender shall have no further obligation
or Commitment following the Revolving Loan Termination Date on which the
applicable approved extension is effective, other than any obligation which
survives thereafter in accordance with its terms.

                  (h) If the aggregate amount of the proposed increases in the
Commitments of all Accepting Lenders making an election to increase their
respective Commitments is in excess of the Rejected Amount, then (1) the
Rejected Amount shall be allocated pro rata among such Accepting Lenders based
on the respective amounts of the proposed increases to Commitments elected by
such Accepting Lenders and (2) the respective Commitments of each such Accepting
Lender shall be increased by the respective amount allocated pursuant to Section
2.16(b), such that, after giving effect to the approved extensions and all such
terminations and increases, no reduction will occur in the aggregate amount of
the Commitment.

                  (i) If the aggregate amount of the proposed increases to the
Commitments of all Accepting Lenders making such an election to so increase
their respective Commitments equals the Rejected Amount, then the respective
Commitments of such Accepting Lenders shall be increased by the respective
amounts of their proposed increases, such that, after giving effect to the
approved extensions and all such terminations and increases, no reduction will
occur in the aggregate amount of the Commitment.

                  (j) If the aggregate amount of the proposed increases to the
Commitments of all Accepting Lenders making such an election is less than the
Rejected Amount, then (1) the respective Commitments of each such Accepting
Lender shall be increased by the respective amount of its proposed increase and
(2) the amount of the Commitment shall be reduced by the amount of the Rejected
Amount (to the extent not replaced by the Accepting Lenders or the Purchasing
Lenders, if any) and Company shall payoff the Rejecting Lender as described in
Section 2.16(g)(2) above.

         2.17 Increased Commitments. If (a) Company identifies an Eligible
Assignee that agrees to join this Agreement as a Lender, pursuant to a joinder
agreement satisfactory to Administrative Agent, with a Commitment of at least
$5,000,000 and (b) after giving effect to such joinder agreement and any other
contemporaneous increase in the commitment under the



                                      -30-
<PAGE>



Linked Credit Agreement, the Linked Commitments would not exceed $200,000,000,
then Company, Lenders and Administrative Agent agree to execute and deliver an
amendment to this Agreement reflecting the joinder agreement with respect to
this Agreement and such Commitment.

SECTION 3. TAXES, YIELD PROTECTION AND ILLEGALITY

         3.01 Taxes.

                  (a) Any and all payments by Company to each Lender, or
Administrative Agent under this Agreement and any other Loan Document shall be
made free and clear of, and without deduction or withholding for, any Taxes.

                  (b) If Company shall be required by law to deduct or withhold
any Taxes from or in respect of any sum payable hereunder to any Lender or
Administrative Agent, then Company shall pay to such Lender or Administrative
Agent, as the case may be, on demand, amounts equal to any Taxes (other than
federal, state or local taxes on the overall income of such Lender or
Administrative Agent), domestic or foreign, which such Lender or Administrative
Agent is required to pay by reason of its funding or disbursement of any portion
of the Loans; but Company shall not be required to pay any increased amount on
account of Taxes to the extent that Administrative Agent or any such Lender
shall not have furnished Company with such forms, or shall not have taken such
other action, as reasonably may be available to it under applicable tax laws and
any applicable tax treaty to obtain an exemption from, or reduction of, such
Taxes.

                  (c) Each Lender shall use its best efforts (consistent with
legal and regulatory restrictions) to reduce or eliminate the causes referenced
in Section 3.01(b) (if any) including to change the jurisdiction of its Lending
Office so as to eliminate any such additional payment by Company which may
thereafter accrue, if such action or change in the sole judgment of such Lender
is not otherwise disadvantageous to such Lender.

                  (d) Company shall use its best efforts to reduce or eliminate
the deduction or withholding of Taxes, including to change the location from
which it initiates payments, if such action or change in the sole judgment of
Company is not otherwise disadvantageous to Company. Company and the affected
Lenders or Administrative Agent shall negotiate in good faith to settle on an
amount or to reduce or eliminate the need for any deduction or withholding of
Taxes. If such mutual agreement is not reached within 60 days of the request
from such Lenders or Administrative Agent, then Company shall make the payment
required by Section 3.01(b) and may invoke the provisions of Section 3.07.

                  (e) Each Lender represents and warrants to Administrative
Agent and Company that such Lender is either (1) a corporation organized under
the laws of the United States, a state thereof or the District of Columbia, or
(2) entitled to complete exemption from United States withholding tax imposed on
or with respect to any payments, including fees, to be made to it pursuant to
this agreement and the other Loan Documents (x) under an applicable provision of
a tax convention or treaty to which the United States is a party or (y) because
it is acting through a branch, agency or office in the United States and any
payment to be received by




                                      -31-
<PAGE>



it hereunder is effectively connected with a trade or business in the United
States. Upon becoming a party to this Agreement (whether by assignment or as an
original signatory hereto), and in any event, from time to time upon the request
of Administrative Agent or Company, each Lender which is not a corporation
organized under the laws of the United States or any state thereof shall deliver
to Administrative Agent and Company such forms, certificates or other
instruments as may be required by Administrative Agent and Company in order to
establish that such Lender is entitled to complete exemption from United States
withholding taxes imposed on or with respect to any payments, including fees, to
be made to such Lender under this Agreement and the other Loan Documents. Each
Lender also agrees to deliver to Company and Administrative Agent such other
supplemental forms as may at any time be required as a result of the passage of
time or changes in applicable law or regulation in order to confirm or maintain
in effect its entitlement to exemption from U.S. withholding tax on any payments
hereunder; provided, that the circumstances of Lender at the relevant time and
applicable laws permit it to do so. If a Lender determines, as a result of any
change in either (x) applicable law, regulation or treaty, or in any official
application thereof or (y) its circumstances, that it is unable to submit any
form or certificate that it is obligated to submit pursuant to this Subsection,
or that is required to withdraw or cancel any such form or certificate
previously submitted, it shall promptly notify Company and Administrative Agent
of such fact. If a Lender is organized under the laws of a jurisdiction outside
the United States, and Company and Administrative Agent have not received forms,
certificate or other instruments indicating to their satisfaction that all
payments to be made to such Lender hereunder are not subject to United States
withholding tax or Administrative Agent otherwise has reason to believe that
such Lender is subject to U.S. withholding tax, then Company shall withhold
taxes from such payments at the applicable statutory rate. Each Lender shall
indemnify and hold Company and Administrative Agent harmless from any United
States taxes, penalties, interest and other expenses, costs and losses
(including Attorney Costs) incurred or payable by them as a result of either (A)
such Lender's failure to submit any form or certificate that it is required to
provide pursuant to this Subsection or (B) reliance by Company or Administrative
Agent on any such form or certificate which such Lender has provided to them
pursuant to this Subsection. The obligation of Lenders under this Section shall
survive the payment of all Obligations and the resignation and replacement of
Administrative Agent.

         3.02 Illegality.

                  (a) If any Lender determines that the introduction of any
Requirement of Law, or any change in any Requirement of Law, or in the
interpretation or administration of any Requirement of Law, has made it
unlawful, or that any central bank or other Governmental Authority has asserted
that it is unlawful, for any Lender or its applicable Lending Office, to make
Eurodollar Rate Loans, then, on notice thereof by such Lender to Company through
Administrative Agent, any obligation of such Lender to make Eurodollar Rate
Loans (including in respect of any LIBOR Competitive Bid Loan as to which
Company has accepted such Lender's Competitive Bid, but as to which the
Borrowing Date has not arrived) shall be suspended until such Lender notifies
Administrative Agent and Company that the circumstances giving rise to such
determination no longer exist.

                  (b) If a Lender determines that it is unlawful for such Lender
to maintain any Eurodollar Rate Loan, Company shall, upon its receipt of notice
of such fact and demand from



                                      -32-
<PAGE>



such Lender (with a copy to Administrative Agent), prepay in full such
Eurodollar Rate Loans of such Lender then outstanding, together with interest
accrued thereon and amounts required under Section 3.04, either on the last day
of the Interest Period thereof, if such Lender may lawfully continue to maintain
such Eurodollar Rate Loans to such day, or immediately, if such Lender may not
lawfully continue to maintain such Eurodollar Rate Loan. If Company is required
to so prepay any Eurodollar Rate Committed Loan, then concurrently with such
prepayment, Company shall borrow from the affected Lender, in the amount of such
repayment, an Alternate Base Rate Committed Loan.

                  (c) If the obligation of any Lender to make or maintain
Eurodollar Rate Committed Loans has been so terminated or suspended, Company may
elect, by giving notice to such Lender through Administrative Agent that all
Loans which would otherwise be made by such Lender as Eurodollar Rate Committed
Loans shall be instead Alternate Base Rate Committed Loans.

                  (d) Before giving any notice to Administrative Agent under
this Section, the affected Lender shall designate a different Lending Office
with respect to its Eurodollar Rate Loans if such designation will avoid the
need for giving such notice or making such demand and will not, in the judgment
of such Lender, be illegal or otherwise disadvantageous to such Lender.

         3.03 Increased Costs and Reduction of Return.

                  (a) If any Lender determines that, due to either (1) the
introduction of or any change in or in the interpretation of any law or
regulation or (2) the compliance by that Lender with any guideline or request
from any central bank or other Governmental Authority (whether or not having the
force of law), there shall be any increase in the cost to such Lender of
agreeing to make or making, funding or maintaining any Eurodollar Rate Committed
Loans, then Company shall be liable for, and shall from time to time, upon
demand (with a copy of such demand to be sent to Administrative Agent), pay to
Administrative Agent for the account of such Lender, additional amounts as are
sufficient to compensate such Lender for such increased costs.

                  (b) If any Lender shall have determined that (1) the
introduction (after the date hereof) of any Capital Adequacy Regulation; (2) any
change (after the date hereof) in any Capital Adequacy Regulation; (3) any
change (after the date hereof) in the interpretation or administration of any
such introduced or changed Capital Adequacy Regulation by any central bank or
other Governmental Authority charged with the interpretation or administration
thereof, or (4) compliance by such Lender (or its Lending Office) or any
corporation controlling such Lender with any such introduced or changed Capital
Adequacy Regulation, affects or would affect the amount of capital required or
expected to be maintained by such Lender or any corporation controlling such
Lender and (taking into consideration such Lender's or such corporation's
policies with respect to capital adequacy and such Lender's desired return on
capital) determines that the amount of such capital is increased as a
consequence of its Commitment, loans, credits or obligations under this
Agreement, then, upon demand of such Lender to Company through Administrative
Agent, Company shall pay to such Lender, from time to time as specified by such
Lender, additional amounts sufficient to compensate such Lender for such
increase, but only to the extent that such Lender reasonably determines such
increase in capital to be allocable to the existence of such Lender's Commitment
hereunder and



                                      -33-
<PAGE>



similar amounts are being charged generally to other companies with similar
commitments from such Lender.

                  (c) Each Lender will notify Company 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, and in any event within 90
days, after such Lender obtains knowledge of the occurrence of such event. In no
event will Company be obligated to compensate any Lender pursuant to this
Section for any amounts described in clauses (a) or (b) above that accrued more
than 90 days before the date the notice described in the preceding sentence is
given by the party requesting such compensation, but the foregoing shall in no
way limit the right of such Lender to request compensation for amounts accrued
during such 90 day period or any future period.

         3.04 Funding Losses. Company shall reimburse each Lender and hold each
Lender harmless from any loss or expense which such Lender may sustain or incur
as a consequence of:

                  (a) the failure of Company to make on a timely basis any
payment of principal of any Eurodollar Rate Loan;

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

                  (c) the failure of Company to make any prepayment of any
Committed Loan in accordance with any notice delivered under Section 2.08;

                  (d) the prepayment (including pursuant to Section 2.08 or
2.09) or other payment (including after acceleration thereof) of any Eurodollar
Rate Loan or Absolute Rate Competitive Bid Loan on a day that is not the last
day of the relevant Interest Period; or

                  (e) the automatic conversion under Section 2.04 of any
Eurodollar Rate Committed Loan to an Alternate Base Rate Committed Loan on a day
that is not the last day of the relevant Interest Period;

including any such loss or expense arising from the liquidation or reemployment
of funds obtained by it to maintain its Eurodollar Rate Loans or from fees
payable to terminate the deposits from which such funds were obtained. For
purposes of calculating amounts payable by Company to Lenders under this Section
and under Section 3.03(a), each Eurodollar Rate Committed Loan made by a Lender
(and each related reserve, special deposit or similar requirement) shall be
conclusively deemed to have been funded at LIBOR in determining the Eurodollar
Rate for such Eurodollar Rate Loan by a matching deposit or other borrowing in
the interbank eurodollar market for a comparable amount and for a comparable
period, whether or not such Eurodollar Rate Loan is in fact so funded.

         3.05 Inability to Determine Rates. If Required Lenders determine that
for any reason adequate and reasonable means do not exist for determining the
Eurodollar Rate for any requested Interest Period with respect to a proposed
Eurodollar Rate Loan, or that the Eurodollar Rate applicable pursuant to Section
2.10(a) for any requested Interest Period with respect to a proposed Eurodollar
Rate Loan does not adequately and fairly reflect the cost of funding such



                                      -34-
<PAGE>



Loan, Administrative Agent will, upon receipt of notice from Required Lenders,
promptly so notify Company and each Lender. Thereafter, the obligation of
Lenders to make or maintain Eurodollar Rate Loans hereunder shall be suspended
until Administrative Agent upon the instruction of the Required Lenders revokes
such notice in writing. Upon receipt of such notice, Company may revoke any
Notice of Borrowing or Notice of Conversion/Continuation then submitted by it.
If Company does not revoke such Notice, Lenders shall make, convert or continue
the Committed Loans, as proposed by Company, in the amount specified in the
applicable notice submitted by Company, but such Committed Loans shall be made,
converted or continued as Alternate Base Rate Committed Loans instead of
Eurodollar Rate Committed Loans.

         3.06 Certificates of Lenders. Any Lender claiming reimbursement or
compensation under this Section 3 shall deliver to Company (with a copy to
Administrative Agent) a certificate setting forth in reasonable detail the
amount payable to Lender hereunder and such certificate shall be conclusive and
binding on Company in the absence of manifest error.

         3.07 Substitution of Lenders. Upon the receipt by Company from any
Lender (an "Affected Lender") of a claim for compensation under Section 3.03,
Company may (a) request the Affected Lender to use its best efforts to obtain a
replacement Lender or financial institution satisfactory to Company to acquire
and assume all or a ratable part of all of such Affected Lender's Loans and
Commitment (a "Replacement Lender"); (b) request one more of the other Lenders
to acquire and assume all or part of such Affected Lender's Loans and
Commitment, or (c) designate a Replacement Lender. Any such designation of a
Replacement Lender under clause (a) or (b) shall be subject to the prior written
consent of Administrative Agent (which consent shall not be unreasonably
withheld).

         3.08 Survival. The agreements and obligations of Company in this
Section 3 shall survive the payment of all other Obligations.

SECTION 4. CONDITIONS PRECEDENT

         4.01 Conditions of Closing. The Closing is subject to the condition
that Administrative Agent shall have received on or before the Closing Date (x)
all administrative fees due Administrative Agent and Lead Arranger,
respectively, on the Closing Date as specified in the Fee Letter and all up
front fees due Lenders as heretofore agreed by Company and (y) all of the
following, in form and substance satisfactory to Administrative Agent and each
Lender, and in sufficient copies for each Lender:

                  (a) Credit Agreement. This Agreement, executed by each party
thereto;


                  (b) Resolutions; Incumbency.

                           (1) Copies of the resolutions of the board of
directors of Company authorizing the transactions contemplated hereby, certified
as of the Closing Date by the Secretary or an Assistant Secretary of Company;
and



                                      -35-
<PAGE>



                           (2) A certificate of the Secretary or Assistant
Secretary of Company certifying the names and true signatures of the officers of
Company authorized to execute, deliver and perform, as applicable, all Loan
Documents to be delivered by it hereunder;

                  (c) Legal Opinions. Opinions of David M. Sudbury, General
Counsel of Company, and Haynes & Boone LLP, outside counsel to Company, and
addressed to Administrative Agent and Lenders, substantially in the forms of
Exhibit C-1 and C-2, respectively.

                  (d) Certificate. A certificate signed by a Responsible
Officer, dated as of the Closing Date, stating that:

                           (1) the representations and warranties contained in
Section 5 are true and correct on and as of such date, as though made on and as
of such date;

                           (2) no Default or Event of Default exists or would
result from the initial Borrowing; and

                           (3) except as otherwise disclosed in Company's public
filings to the Closing Date with the SEC, there has occurred since August 31,
2001, no event or circumstance that has resulted or could reasonably be expected
to result in a Material Adverse Effect; and

                  (e) Other Documents. Such other approvals, opinions, documents
or materials as Administrative Agent or any Lender may reasonably request.

         4.02 Conditions to All Borrowings. The obligation of each Lender to
make any Committed Loan to be made by it, and the obligation of any Lender to
make any Competitive Bid Loan as to which Company has accepted the relevant
Competitive Bid (including its initial Loan), or to continue or convert any
Committed Loan under Section 2.04 is subject to the satisfaction of the
following conditions precedent on the relevant disbursement date or
Conversion/Continuation Date:

                  (a) Notice of Borrowing or Conversion/Continuation. As to any
Committed Loan, Administrative Agent shall have received (with, in the case of
the initial Loan only, a copy for each Lender) a Notice of Borrowing (or a
Notice of Conversion/Continuation, as applicable);

                  (b) Continuation of Representations and Warranties. The
representations and warranties in Section 5 shall be true and correct, in all
material respects, on and as of such Borrowing Date or Conversion/Continuation
Date with the same effect as if made on and as of such disbursement date or
Conversion/Continuation Date (except to the extent such representations and
warranties expressly refer to an earlier date, in which case they shall be true
and correct as of such earlier date); but the condition contained in this
Subsection shall not apply to any Borrowing which does not increase the
principal amount of the Loans; and provided further, that the requirements of
this Subsection shall not apply to the representations made in Section 5.03(b).

                  (c) No Existing Default. No Default or Event of Default shall
exist or shall result from such Borrowing or continuation or conversion.



                                      -36-
<PAGE>



Each Notice of Borrowing and Notice of Conversion/Continuation and Competitive
Bid Request submitted by Company hereunder shall constitute a representation and
warranty by Company hereunder, as of the date of each such notice or request and
as of each disbursement date or Conversion/Continuation Date, as applicable,
that the conditions in this Section are satisfied.

SECTION 5. REPRESENTATIONS AND WARRANTIES. Company represents and warrants to
Administrative Agent and Lenders that:

         5.01 Subsidiaries. Each of Company's Subsidiaries are set forth on
Schedule 5.01, along with its jurisdiction of incorporation and the percentage
of its Voting Stock owned by Company and/or its Subsidiaries. Those Subsidiaries
listed in Part 1 of said Schedule 5.01 constitute Principal Subsidiaries.
Company and each Subsidiary has good and marketable title to all of the shares
it purports to own of the stock of each Subsidiary, free and clear in each case
of any Lien. All such shares have been duly issued and are fully paid and
non-assessable.

         5.02 Corporate Organization and Authority. Company and each Principal
Subsidiary,

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

                  (b) has all requisite power and authority and all necessary
licenses and permits to own and operate its properties and to carry on its
business as now conducted and as presently proposed to be conducted; and

                  (c) is duly licensed or qualified and is in good standing as a
foreign corporation in each jurisdiction wherein the nature of the business
transacted by it or the nature of the property owned or leased by it makes such
licensing or qualification necessary, except those jurisdictions, taken
individually and in the aggregate, where the failure to be so licensed or
qualified would not have a Material Adverse Effect.

         5.03 Financial Statements.

                  (a) The consolidated balance sheet of Company and its
consolidated Subsidiaries as of August 31, 2001, and the statement of income and
retained earnings and cash flows for the fiscal year ended on said date,
accompanied by a report thereon containing an opinion unqualified as to scope
limitations imposed by Company and otherwise without qualification except as
therein noted, by Deloitte & Touche, LLP, have been prepared in accordance with
GAAP consistently applied except as therein noted and present fairly the
financial position of Company and its Subsidiaries as of such date and the
results of their operations and their cash flows for such period.

                  (b) Since August 31, 2001 and except as otherwise disclosed in
Company's public filings with the SEC through the Closing Date, there has been
no change in the condition, financial or otherwise, of Company and its
consolidated Subsidiaries as shown on the consolidated balance sheet as of such
date except changes in the ordinary course of business, none of which
individually or in the aggregate has been materially adverse.



                                      -37-
<PAGE>



         5.04 Indebtedness. All Funded Debt and Capitalized Leases of Company
and its Principal Subsidiaries outstanding on the Closing Date are accurately
described on Schedule 5.04.

         5.05 Full Disclosure. Neither the financial statements referred to in
Section 5.03 nor any other written statement furnished by Company to Lenders in
connection with the negotiation of the Loan Documents, contains any untrue
statement of a material fact or omits a material fact necessary to make the
statements contained therein or herein not misleading. There is no fact peculiar
to Company or its Principal Subsidiaries which Company has not disclosed to
Administrative Agent and Lenders in writing which materially affects adversely
nor, so far as Company can now foresee, will materially affect adversely the
properties, business, prospects, profits or condition (financial or otherwise)
of Company and its Principal Subsidiaries, taken as a whole.

         5.06 Pending Litigation. Except as otherwise disclosed in Company's
public filings with the SEC through the Closing Date, there are no proceedings
pending or, to the knowledge of Company, threatened against or affecting Company
or any Principal Subsidiary in any court or before any Governmental Authority or
arbitration board or tribunal which may reasonably be expected to have a
Material Adverse Effect.

         5.07 Title to Properties. Company and each Principal Subsidiary has
good and indefeasible title in fee simple (or its equivalent under applicable
law) to all material parcels of real property and has good title to all the
other material items of property it purports to own, including that reflected in
the most recent balance sheet referred to in Section 5.03, except as sold or
otherwise disposed of in the ordinary course of business and except for Liens
permitted by this Agreement.

         5.08 Patents and Trademarks. Company and each Principal Subsidiary owns
or possesses all the patents, trademarks, trade names, service marks, copyright,
licenses and rights with respect to the foregoing necessary for the present and
planned future conduct of its business, without any known conflict with the
rights of others.

         5.09 Loan Documents are Legal and Authorized. The execution, delivery
and performance by Company of the Loan Documents:

                  (a) are within the corporate powers of Company;

                  (b) will not violate any provisions of any law or any order of
any court or Governmental Authority or agency and will not conflict with or
result in any breach of any of the terms, conditions or provisions of, or
constitute a default under the Organization Documents of Company or any
indenture or other agreement or instrument to which Company is a party or by
which it may be bound or result in the imposition of any Liens or encumbrances
on any property of Company; and

                  (c) have been duly authorized by proper corporate action on
the part of Company (no action by the stockholders of Company being required by
law, by the Organization Documents of Company or otherwise), executed and
delivered by Company, and this Agreement



                                      -38-
<PAGE>



and the Notes constitute the legal, valid and binding obligations, contracts and
agreements of Company enforceable in accordance with their respective terms.

         5.10 No Defaults. No Default or Event of Default has occurred and is
continuing. Company is not in default in the payment of principal or interest on
any Funded Debt and is not in default under any instrument or instruments or
agreements under and subject to which any Funded Debt has been issued and no
event has occurred and is continuing under the provisions of any such instrument
or agreement which with the lapse of time or the giving of notice, or both,
would constitute an event of default thereunder.

         5.11 Governmental Consent. No approval, consent or withholding of
objection on the part of any regulatory body, state, federal or local, is
necessary in connection with the execution and delivery by Company of the Loan
Documents or compliance by Company with any of the provisions of the Loan
Documents.

         5.12 Taxes. All tax returns required to be filed by Company or any
Principal Subsidiary in any jurisdiction have, in fact, been filed, and all
taxes, assessments, fees and other governmental charges upon Company or any
Principal Subsidiary or upon any of their respective properties, income or
franchises, which are shown to be due and payable in such returns have been
paid. For all taxable years ending on or before August 31, 1998 the federal
income tax liability of Company and its Principal Subsidiaries has been
satisfied and either the period of limitations on assessment of additional
federal income tax has expired or Company and its Principal Subsidiaries are
involved in litigation which will not have a Material Adverse Effect. Company
does not know of any proposed additional tax assessment against it for which
adequate provision has not been made on its accounts, and no material
controversy in respect of additional federal or state income taxes due since
said date is pending or to the knowledge of Company threatened. The provisions
for taxes on the books of Company and each Principal Subsidiary are adequate for
all open years, and for its current fiscal period.

         5.13 Use of Proceeds. Company shall use the proceeds of the Loans for
working capital and other general corporate purposes, including the purchase or
repayment of Company's commercial paper, and shall not use the proceeds in
contravention of any Requirement of Law or any Loan Document. Neither Company
nor any Principal Subsidiary is generally engaged in the business of purchasing
or selling "margin stock" within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System. The proceeds of the Loans shall not be
used for the purpose of purchasing or carrying any such margin stock.

         5.14 ERISA. The consummation of the transactions provided for in the
Loan Documents and compliance by Company with the provisions thereof will not
involve any prohibited transaction within the meaning of ERISA or Section 4975
of the Code. Each Plan complies in all material respects with all applicable
statutes and governmental rules and regulations, and (a) no Reportable Event has
occurred and is continuing with respect to any Plan, (b) neither Company nor any
ERISA Affiliate has withdrawn from any Plan or Multiemployer Plan or instituted
steps to do so, and (c) no steps have been instituted to terminate any Plan. No
condition exists or event or transaction has occurred in connection with any
Plan which could result in the incurrence by Company or any ERISA Affiliate of
any material liability, fine or penalty. No Plan maintained by Company or any
ERISA Affiliate, nor any trust created



                                      -39-
<PAGE>



thereunder, has incurred any "accumulated funding deficiency" as defined in
Section 302 of ERISA nor does the present value of all benefits vested under all
Plans exceed, as of the last annual valuation date, the value of the assets of
the Plans allocable to such vested benefits. Neither Company nor any ERISA
Affiliate has any contingent liability with respect to any post-retirement
"welfare benefit plan" (as such term is defined in ERISA) except as has been
disclosed to Administrative Agent and Lenders.

         5.15 Compliance with Law. Neither Company nor any Principal Subsidiary
(a) is in violation of any Requirement of Law to which it is subject or (b) has
failed to obtain any license, permit, franchise or other governmental
authorization necessary to the ownership of its property or to the conduct of
its business, which violation or failure to obtain would materially adversely
affect the business, prospects, profits, properties or condition (financial or
otherwise) of Company and its Principal Subsidiaries, taken as a whole, or
impair the ability of Company to perform its obligations contained in the Loan
Documents. Neither Company nor any Principal Subsidiary is in default with
respect to any order of any court or governmental authority or arbitration board
or tribunal.

         5.16 Compliance with Environmental Laws. Company is not in violation of
any applicable federal, state, or local laws, statutes, rules, regulations or
ordinances relating to public health, safety or the environment, including
relating to releases, discharges, emissions or disposals to air, water, land or
ground water, to the withdrawal or use of ground water, to the use, handling or
disposal of polychlorinated biphenyls (PCB's), asbestos or urea formaldehyde, to
the treatment, storage, disposal or management of hazardous substances
(including petroleum, crude oil or any fraction thereof, or other hydrocarbons),
pollutants or contaminants, to exposure to toxic, hazardous or other controlled,
prohibited or regulated substances which violation would have a Material Adverse
Effect. Company does not know of any liability or class of liability of Company
or any Principal Subsidiary under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended (42 U.S.C. 9601, et seq.), or
the Resource Conservation and Recovery Act of 1976, as amended (42 U.S.C. 6901
et seq.), except as has been disclosed to Administrative Agent and lenders and
none of such liability or class of liability, individually or in the aggregate,
will have a Material Adverse Effect.

         5.17 Regulated Company. Neither Company nor any of its Subsidiaries is
(a) an "investment company," or an "affiliated person" of, or "promoter" or
"principal underwriter" for, an "investment company", as such terms are defined
in the Investment Company Act of 1940, as amended (15 U.S.C. Section 80a-1, et
seq.) or (b) a "holding company" or a "subsidiary company" or "affiliate" of a
"holding company" as such terms are defined in the Public Utility Holding
Company Act of 1935, as amended. The application of the proceeds of the Loans
and repayment thereof by Company and the performance by Company of the
transactions contemplated by the Loan Documents will not violate any provision
of said Acts, or any rule, regulation or order issued by the Securities and
Exchange Commission thereunder, in each case as in effect on the date hereof.

SECTION 6. COVENANTS. So long as any Lender shall have any Commitment hereunder,
or any Loan or other Obligation shall remain unpaid or unsatisfied, unless the
Required Lenders waive compliance in writing:



                                      -40-
<PAGE>



         6.01 Corporate Existence, Etc. Company will preserve and keep in full
force and effect, and will cause each Principal Subsidiary to preserve and keep
in full force and effect, its corporate existence and all licenses and permits
necessary to the proper conduct of its business; but the foregoing shall not
prevent any transaction permitted by Section 6.07.

         6.02 Insurance. Company will maintain, and will cause each Principal
Subsidiary to maintain, insurance coverage by financially sound and reputable
insurers and in such forms and amounts and against such risks as are customary
for corporations of established reputation engaged in the same or a similar
business and owning and operating similar properties.

         6.03 Taxes, Claims for Labor and Materials, Compliance with Laws.
Company will promptly pay and discharge, and will cause each Principal
Subsidiary promptly to pay and discharge, all lawful taxes, assessments and
governmental charges or levies imposed upon Company or such Principal
Subsidiary, respectively, or upon or in respect of all or any part of the
property or business of Company or such Principal Subsidiary, all trade accounts
payable in accordance with usual and customary business terms, and all claims
for work, labor or materials, which if unpaid might become a Lien upon any
property of Company or such Principal Subsidiary; but Company or such Principal
Subsidiary shall not be required to pay any such tax, assessment, charge, levy,
account payable or claim if (a) the validity, applicability or amount thereof is
being contested in good faith by appropriate actions or proceedings which will
prevent the forfeiture or sale of any property of Company or such Principal
Subsidiary or any material interference with the use thereof by Company or such
Principal Subsidiary, and (b) Company or such Principal Subsidiary shall set
aside on its books, reserves deemed by it to be adequate with respect thereto.
Company will promptly comply and will cause each Principal Subsidiary to comply
with all laws, ordinances or governmental rules and regulations to which it is
subject including the Occupational Safety and Health Act of 1970, as amended,
ERISA and all laws, ordinances, governmental rules and regulations relating to
environmental protection in all applicable jurisdictions, the violation of which
could materially and adversely affect the properties, business, prospects,
profits or condition of Company and its Principal Subsidiaries or would result
in any Lien not permitted under Section 6.06.

         6.04 Maintenance, Etc. Company will maintain, preserve and keep, and
will cause each Principal Subsidiary to maintain, preserve and keep, its
properties which are used or useful in the conduct of its business (whether
owned in fee or a leasehold interest) in good repair and working order and from
time to time will make all necessary repairs, replacements, renewals and
additions so that at all times the efficiency thereof shall be maintained.

         6.05 Nature of Business. Neither Company nor any Principal Subsidiary
will 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 Company and its
Principal Subsidiaries would be substantially changed from the general nature of
the business engaged in by Company and its Principal Subsidiaries on the Closing
Date.

         6.06 Limitation on Liens. Company will not, and will not permit any
Principal Subsidiary to, 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



                                      -41-
<PAGE>



priority to the payment of its or their general creditors, or acquire or agree
to acquire, or permit any Principal Subsidiary to acquire, any property or
assets upon conditional sales agreements or other title retention devices,
except:

                  (a) Liens for property taxes and assessments or governmental
charges or levies and Liens securing claims or demands of mechanics and
materialmen, if payment thereof is not at the time required by Section 6.03;

                  (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 Company or a Principal Subsidiary 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 or which are covered by insurance and which are removed within
60 days after attachment; but the aggregate amount of such judgments and awards
shall not exceed $10,000,000;

                  (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, warehousemen's and
attorneys' liens and statutory landlords' liens) 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
incurred in the ordinary course of business and not in connection with the
borrowing of money, if in each case, the obligation secured is not overdue or,
if overdue, is being contested in good faith by appropriate actions or
proceedings;

                  (d) Liens securing Indebtedness of a Principal Domestic
Subsidiary to Company or to another Principal Domestic Subsidiary;

                  (e) Liens existing as of the Closing Date and reflected in
Schedule 6.06 hereto and any extension, renewal or replacement of such liens in
connection with the extension, renewal or refunding of the Indebtedness secured
thereby, if (1) the principal amount of such Indebtedness is not increased,
other than through the capitalization of accrued interest, and (2) such
extension, renewal or replacement shall be limited to all or any part of the
same property that secured the Lien extended, renewed or replaced (together with
improvements on such property).

                  (f) Liens incurred after the Closing Date given to secure the
payment of the purchase price incurred in connection with the acquisition,
alteration or improvement of fixed assets useful and intended to be used in
carrying on the business of Company or a Principal Subsidiary (and any renewals
or extensions of any Indebtedness so secured), including Liens existing on such
fixed assets at the time of acquisition thereof or at the time of acquisition by
Company or a Principal Subsidiary of any business entity then owning such fixed
assets, whether or not such existing Liens were given to secure the payment of
the purchase price of the fixed assets to which they attach so long as they were
not incurred, extended or renewed in contemplation of such acquisition, but (1)
the Lien shall attach solely to the fixed assets acquired, altered or improved
and (2) at the time of acquisition, alteration or improvement of such fixed
assets, the aggregate amount remaining unpaid on all Indebtedness secured by
Liens



                                      -42-
<PAGE>



on such fixed assets whether or not assumed by Company or a Principal Subsidiary
shall not exceed an amount equal to the lesser of the total cost of such
acquisition, alteration or improvement or fair market value at the time of
acquisition, alteration or improvement of such fixed assets (as determined in
good faith by the Board of Directors of Company).

                  (g) Liens in addition to those permitted by the foregoing
clauses (a) through (f) created after the Closing Date, if at the time of the
creation of any such Lien and after giving effect thereto and to the application
of the proceeds of any Indebtedness secured thereby, the aggregate amount of all
Indebtedness secured by such Liens shall not exceed 15% of Consolidated Tangible
Net Worth.

         6.07 Mergers, Consolidations and Sales of Assets.

                  (a) Company will not, and will not permit any Principal
Subsidiary to, consolidate with or be a party to a merger with any other
corporation; but:

                           (1) any Principal Domestic Subsidiary may merge or
consolidate with or into Company or any other Principal Domestic Subsidiary, so
long as in any merger or consolidation involving Company, Company shall be the
surviving or continuing corporation;

                           (2) Company may consolidate or merge with any other
corporation if (A) either (i) Company shall be the surviving or continuing
corporation, or (ii) if Company is not the surviving or continuing corporation,
the corporation (hereinafter called the "Surviving Company") formed by such
consolidation or the corporation into which Company shall have been merged (x)
shall be a corporation organized under the laws of the United States, or any
state, territory or possession of the United States or the District of Columbia;
(y) shall have expressly and unconditionally assumed (by a written instrument
satisfactory in form to the Required Lenders the due and punctual payment of the
principal of and interest and premium, if any, on the Loans and the due and
punctual performance of all the covenants and conditions of this Agreement and
shall have furnished Administrative Agent an opinion of counsel satisfactory to
Required Lenders to the effect that the instrument has been duly authorized,
executed and delivered and constitutes the legal, valid and binding contract and
agreement of the Surviving Company enforceable in accordance with its terms, and
(z) shall have been approved by Required Lenders; but such approval requirement
shall not apply if (x) the Surviving Company is a Subsidiary of Company, and (y)
at the time of such consolidation or merger and after giving effect thereto no
Default or Event of Default shall have occurred and be continuing; and

                           (3) any Principal Domestic Subsidiary may sell, lease
or otherwise dispose of all or any substantial part of its assets to Company or
any Principal Domestic Subsidiary.

                  (b) Company will not, and will not permit any Principal
Subsidiary to, sell all or any substantial part of its assets, except for full,
fair and reasonable consideration.

                  (c) Company will not, and will not permit CMC Steel
Fabricators, Inc.; Howell Metals Company; Owen Electric Steel Company of South
Carolina; SMI Steel, Inc., and Structural Metals, Inc. (collectively, the
"Securitizing Subsidiaries") to, sell, securitize or otherwise transfer or
encumber accounts receivable resulting in funding aggregating more than



                                      -43-
<PAGE>



$160,000,000 at any one time outstanding, except as the same may be permitted by
Section 6.06, 6.07(a)(3) or 6.07(b).

                  (d) Company will not permit any Subsidiary other than the
Securitizing Subsidiaries to sell, securitize or otherwise transfer or encumber
accounts receivable, except as the same may be permitted by Section 6.06,
6.07(a)(3) or 6.07(b).

                  (e) If any Person becomes a Principal Domestic Subsidiary
after the occurrence of a Trigger Event, such new Principal Domestic Subsidiary
shall promptly execute and deliver to Administrative Agent a joinder to the
Principal Domestic Subsidiary Guaranty, together with resolutions, certificates,
legal opinions, approvals, documents and materials analogous to those delivered
by Company pursuant to Section 4.01, all in form and substance reasonably
acceptable to Administrative Agent.

         6.08 Guaranties. Company will not, and will not permit any Principal
Subsidiary to, become or be liable in respect of any Guaranty except (a)
Guaranties of the obligations of Company under this Agreement, the Linked Credit
Agreement or both and (b) Guaranties by Company which are limited in amount to a
stated maximum dollar exposure or which constitute Guaranties of obligations
incurred by Company or any Subsidiary in compliance with the provisions of this
Agreement.

         6.09 Transactions with Affiliates. Company will not, and will not
permit any Principal Subsidiary to, enter into or be a party to any transaction
or arrangement with any Affiliate (including the purchase from, sale to or
exchange of property with, or the rendering of any service by or for, any
Affiliate), except in the ordinary course of, and pursuant to the reasonable
requirements of, Company's or such Principal Subsidiary's business and upon fair
and reasonable terms no less favorable to Company or such Principal Subsidiary
than would obtain in a comparable arm's-length transaction with a Person other
than an Affiliate; but Company may make charitable contributions to The Feldman
Foundation, a private trust organized under the laws of Texas and a
not-for-profit entity under Section 510(c)(3) of the Code, in an amount up to 5%
of Company's pre-tax profit in any fiscal year.

         6.10 Termination of Pension Plans. Company will not and will not permit
any Subsidiary to withdraw from any Multiemployer Plan or permit any employee
benefit plan maintained by it to be terminated if such withdrawal or termination
could result in withdrawal liability (as described in Part 1 of Subtitle E of
Title IV of ERISA) or the imposition of a Lien on any property of Company or any
Subsidiary pursuant to Section 4068 of ERISA.

         6.11 Reports and Rights of Inspection. Company will keep, and will
cause each Principal Subsidiary to keep, proper books of record and account in
accordance with GAAP consistently applied (except for changes disclosed in the
financial statements furnished to you pursuant to this Section and concurred in
by the independent public accountants referred to in Section 6.11(b)), and will
furnish to Administrative Agent for the benefit of Lenders (in duplicate if so
specified below or otherwise requested):

                  (a) Quarterly Statements. As soon as available and in any
event within 50 days after the end of each quarterly fiscal period (except the
last) of each fiscal year, copies of:



                                      -44-
<PAGE>



                           (1) consolidated and consolidating (by business
segment) balance sheets of Company and its consolidated Subsidiaries as of the
close of such quarterly fiscal period, setting forth in comparative form the
consolidated figures for the corresponding period of the preceding fiscal year;

                           (2) consolidated and consolidating (by business
segment) statements of income of Company and its consolidated Subsidiaries for
such quarterly fiscal period and for the portion of the fiscal year ending with
such quarterly fiscal period, in each case setting forth in comparative form the
consolidated figures for the corresponding periods of the preceding fiscal year;
and

                           (3) consolidated statements of cash flows of Company
and its consolidated Subsidiaries for such quarterly fiscal period and for the
portion of the fiscal year ending with such quarterly fiscal period, setting
forth in comparative form the consolidated figures for the corresponding period
of the preceding fiscal year,

all in reasonable detail and certified as complete and correct by an authorized
financial officer of Company, and Company further agrees to provide with such
financial statements information (by business segment) as to the amount charged
to amortization and depreciation expense, interest expense, rental expense and
net capital spending, in each case for the periods indicated above and the
unamortized balance of goodwill as at the end of the periods indicated above;

                  (b) Annual Statements. As soon as available and in any event
within 100 days after the close of each fiscal year of Company, copies of:

                           (1) consolidated and consolidating (by business
segment) balance sheets of Company and its consolidated Subsidiaries as of the
close of such fiscal year;

                           (2) consolidated and consolidating (by business
segment) statements of income and retained earnings of Company and its
consolidated Subsidiaries for such fiscal year; and

                           (3) consolidated statements of cash flows of Company
and its consolidated Subsidiaries for such fiscal year,

in each case setting forth in comparative form the consolidated figures for the
preceding fiscal year, and Company further agrees to provide with such financial
statements information (by business segment) as to the amount charged to
amortization and depreciation expense, interest expense, rental expense and
capital spending for such fiscal year and the unamortized balance of goodwill as
of the end of such fiscal year, all in reasonable detail and accompanied by an
unqualified opinion thereon of a firm of independent public accountants of
recognized national standing selected by Company to the effect that the
consolidated financial statements present fairly, in all material respects, the
consolidated financial position of Company and its consolidated Subsidiaries as
of the end of the fiscal year being reported on and the consolidated results of
the operations and cash flows for said year in conformity with GAAP, without
expressing a doubt as to the ability of Company to continue as a going concern,
and that the examination of such accountants in connection with such financial
statements has been conducted in accordance with generally accepted auditing
standards and included such tests of



                                      -45-
<PAGE>



the accounting records and such other auditing procedures as said accountants
deemed necessary in the circumstances;

                  (c) SEC Reports. Promptly upon their becoming available, one
copy of each financial statement, report, notice or proxy statement sent by
Company to stockholders generally and of each regular or periodic report, and
any registration statement or prospectus filed by Company or any Subsidiary with
any securities exchange or the Securities and Exchange Commission or any
successor agency;

                  (d) ERISA Reports. Promptly upon the occurrence thereof,
written notice of (1) a Reportable Event with respect to any Plan; (2) the
institution of any steps by Company, any ERISA Affiliate, the PBGC or any other
person to terminate any Plan; (3) the institution of any steps by Company or any
ERISA Affiliate to withdraw from any Plan; (4) a non-exempt "prohibited
transaction" within the meaning of Section 406 of ERISA in connection with any
Plan; (5) any material increase in the contingent liability of Company or any
Principal Subsidiary with respect to any post-retirement welfare liability, or
(6) the taking of any action by, or the initiation of any action by, the
Internal Revenue Service, the Department of Labor or the PBGC with respect to
any of the foregoing;

                  (e) Officer's Certificates. Within the periods provided in
clauses (a) and (b) above, a certificate of Company signed by an authorized
financial officer of Company stating that such officer has reviewed the
provisions of this Agreement and setting forth (1) the information and
computations (in sufficient detail) required in order to establish whether
Company was in compliance with the requirements of Sections 2.07(b), 6.12 and
6.13 at the end of the period covered by the financial statements then being
furnished, and (2) whether there existed as of the date of such financial
statements, and whether, to the best of such officer's knowledge, there exists
on the date of the certificate or existed at any time during the period covered
by such financial statements any Default or Event of Default and, if any such
condition or event exists on the date of the certificate, specifying the nature
and period of existence thereof and the action Company is taking and proposes to
take with respect thereto;

                  (f) Notice of Default. Promptly upon the occurrence thereof,
written notice of any Default.

                  (g) Requested Information. With reasonable promptness, such
other data and information regarding the business or financial condition of
Company and its Subsidiaries, as Administrative Agent or any Lender may
reasonably request.

         6.12 Interest Coverage Ratio. Company will maintain an Interest
Coverage Ratio of at least 3.00 to 1.

         6.13 Consolidated Funded Debt. Company will not at any time permit the
aggregate amount of all Consolidated Funded Debt to exceed 55% of Total
Capitalization.

         6.14 Speculative Hedges. Company will not, and will not permit any
Principal Subsidiary to, enter into any interest rate protection agreement,
foreign currency exchange agreement, commodity price protection agreement or
other interest, currency exchange rate or commodity price hedging agreement
except those entered into with the intention to hedge or



                                      -46-
<PAGE>



mitigate risks to which Company or such Principal Subsidiary is exposed in the
conduct of its business or the management of its liabilities.

         6.15 Principal Domestic Subsidiaries.

                  (a) Resolutions; Incumbency. As soon as available, but in no
event more than 30 days after the Closing Date, Company will cause to be
delivered to Administrative Agent, in form and substance satisfactory to
Administrative Agent and each Lender, and in sufficient copies for each Lender,
(1) copies of the resolutions of the board of directors of each Principal
Domestic Subsidiary ratifying the transactions contemplated hereby, certified by
the Secretary or an Assistant Secretary of such Principal Domestic Subsidiary,
and (2) certificates of the Secretary or an Assistant Secretary of each
Principal Domestic Subsidiary certifying the name and true signature of the
officer (which shall be the same as the officer executing this Agreement on
behalf of such Principal Domestic Subsidiary) of such Principal Domestic
Subsidiary authorized to execute and deliver this Agreement on behalf of such
Principal Domestic Subsidiary.

                  (b) Guaranty. Promptly after the occurrence of a Trigger
Event, Company shall cause the Principal Domestic Subsidiaries (as of the date
of such Trigger Event) to execute and deliver a Principal Domestic Subsidiaries
Guaranty, together with resolutions, certificates, legal opinions, approvals,
documents and materials analogous to those delivered by Company pursuant to
Section 4.01, all in form and substance reasonably acceptable to Administrative
Agent; but such execution and delivery shall not excuse a breach of Section
6.13, and Administrative Agent's acceptance of the same shall not waive a breach
of Section 6.13.

SECTION 7. EVENTS OF DEFAULT

         7.01 Event of Default. Any of the following shall constitute an "Event
of Default":

                  (a) Non-Payment. Company fails to pay, (1) when and as
required to be paid herein, any amount of principal of any Loan or any amount of
interest on any Competitive Bid Loan, or (2) within five days after the same
becomes due, any interest, fee or any other amount payable under any Loan
Document; or

                  (b) Representation or Warranty. Any representation or warranty
by Company or any Subsidiary made or deemed made in any Loan Document, or which
is contained in any certificate, document or financial or other statement by
Company, any Subsidiary, or any Responsible Officer, furnished at any time under
any Loan Document, is incorrect in any material respect on or as of the date
made or deemed made; or

                  (c) Specific Defaults. Company fails to perform or observe any
term, covenant or agreement contained in any of Section 6.12 or 6.13; or

                  (d) Other Defaults. Company fails to perform or observe any
other term or covenant contained in this Agreement or any other Loan Document,
and such default shall continue unremedied for a period of 30 days after the
earlier of (1) the date upon which a Responsible Officer knew or reasonably
should have known of such failure or (2) the date upon which written notice
thereof is given to Company by Administrative Agent or any Lender; or



                                      -47-
<PAGE>



                  (e) Cross-Default. Company or any Principal Subsidiary (1)
fails to make any payment in respect of any Indebtedness having an aggregate
principal amount (including undrawn committed or available amounts and including
amounts owing to all creditors under any combined or syndicated credit
arrangement) of more than $10,000,000 when due (whether by scheduled maturity,
required prepayment, acceleration, demand, or otherwise) and such failure
continues after the applicable grace or notice period, if any, specified in the
relevant document on the date of such failure, or (2) fails to perform or
observe any other condition or covenant, or any other event shall occur or
condition exist, under any agreement or instrument relating to any such
Indebtedness, and such failure continues after the applicable grace or notice
period, if any, specified in the relevant document on the date of such failure
if the effect of such failure, event or condition is to cause, or to permit the
holder or holders of such Indebtedness or beneficiary or beneficiaries of such
Indebtedness (or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) to cause such Indebtedness to be declared to be
due and payable before its stated maturity; or

                  (f) Insolvency; Voluntary Proceedings. Company or any
Principal Subsidiary (1) ceases or fails to be solvent, or generally fails to
pay, or admits in writing its inability to pay, its debts as they become due,
subject to applicable grace periods, if any, whether at stated maturity or
otherwise; (2) voluntarily ceases to conduct its business in the ordinary
course; (3) commences any Insolvency Proceeding with respect to itself, or (4)
takes any action to effectuate or authorize any of the foregoing; or

                  (g) Involuntary Proceedings. (1) Any involuntary Insolvency
Proceeding is commenced or filed against Company or any Principal Subsidiary, or
any writ, judgment, warrant of attachment, execution or similar process, is
issued or levied against a substantial part of Company's or any Principal
Subsidiary's properties, and any such proceeding or petition shall not be
dismissed, or such writ, judgment, warrant of attachment, execution or similar
process shall not be released, vacated or fully bonded within 60 days after
commencement, filing or levy; (2) Company or any Principal Subsidiary admits the
material allegations of a petition against it in any Insolvency Proceeding, or
an order for relief (or similar order under non-U.S. law) is ordered in any
Insolvency Proceeding, or (3) Company or any Principal Subsidiary acquiesces in
the appointment of a receiver, trustee, custodian, conservator, liquidator,
mortgagee in possession (or agent therefor), or other similar Person for itself
or a substantial portion of its property or business; or

                  (h) Monetary Judgments. One or more non-interlocutory
judgments, non-interlocutory orders, decrees or arbitration awards is entered
against Company or any Subsidiary involving in the aggregate a liability (to the
extent not covered by independent third-party insurance as to which the insurer
does not dispute coverage) as to any single or related series of transactions,
incidents or conditions, of $10,000,000 or more, and the same shall remain
unsatisfied, unvacated and unstayed pending appeal for a period of 30 days after
the entry thereof; or

                  (i) Change in Control. A Change in Control shall occur.

         7.02 Remedies. If any Event of Default occurs, Administrative Agent
shall, at the request of, or may, with the consent of, the Required Lenders,



                                      -48-
<PAGE>



                  (a) declare the commitment of each Lender to make Committed
Loans to be terminated, whereupon such commitments shall be terminated;

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

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

but upon the occurrence of any event specified in Sections 7.01(f) or 7.01(g)
(in the case of Section 7.01(g)(1) upon the expiration of the 60-day period
mentioned therein), the obligation of each Lender to make Loans shall
automatically terminate and the unpaid principal amount of all outstanding Loans
and all interest and other amounts as aforesaid shall automatically become due
and payable without further act of Administrative Agent or any Lender.

         7.03 Rights Not Exclusive. The rights provided for in this Agreement
and the other Loan Documents are cumulative and are not exclusive of any other
rights, powers, privileges or remedies provided by law or in equity, or under
any other instrument, document or agreement now existing or hereafter arising.

SECTION 8. ADMINISTRATIVE AGENT

         8.01 Appointment and Authorization of Administrative Agent. Each Lender
hereby irrevocably (subject to Section 8.09) appoints, designates and authorizes
Administrative Agent to take such action on its behalf under the provisions of
this Agreement and each other Loan Document and to exercise such powers and
perform such duties as are expressly delegated to it by the terms of this
Agreement or any other Loan Document, together with such powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
contained elsewhere in this Agreement or in any other Loan Document,
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, nor shall Administrative Agent have or be deemed to
have any fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Loan Document or otherwise exist against
Administrative Agent. Without limiting the generality of the foregoing sentence,
the use of the term "agent" in this Agreement with reference to Administrative
Agent is not intended to connote any fiduciary or other implied (or express)
obligations arising under agency doctrine of any applicable law. Instead, such
term is used merely as a matter of market custom, and is intended to create or
reflect only an administrative relationship between independent contracting
parties.

         8.02 Delegation of Duties. Administrative Agent may execute any of its
duties under this Agreement or any other Loan Document by or through agents,
employees or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. Administrative Agent shall not
be responsible for the negligence or misconduct of any agent or attorney-in-fact
that it selects with reasonable care.



                                      -49-
<PAGE>



         8.03 Liability of Administrative Agent. None of Administrative
Agent-Related Persons shall (a) be liable for any action taken or omitted to be
taken by any of them under or in connection with this Agreement or any other
Loan Document or the transactions contemplated hereby (except for its own gross
negligence or willful misconduct), or (b) be responsible in any manner to any
Lender for any recital, statement, representation or warranty made by Company or
any Subsidiary or Affiliate of Company, or any officer thereof, contained in
this Agreement or in any other Loan Document, or in any certificate, report,
statement or other document referred to or provided for in, or received by
Administrative Agent under or in connection with, this Agreement or any other
Loan Document, or the validity, effectiveness, genuineness, enforceability or
sufficiency of or any Loan Document, or for any failure of Company or any other
party to any Loan Document to perform its obligations hereunder or thereunder.
No Administrative Agent-Related Person shall be under any obligation to any
Lender to ascertain or to inquire as to the observance or performance of any of
the agreements contained in, or conditions of, any Loan Document, or to inspect
the properties, books or records of Company or any of Company's Subsidiaries or
Affiliates.

         8.04 Reliance by Administrative Agent.

                  (a) Administrative Agent shall be entitled to rely, and shall
be fully protected in relying, upon any writing, resolution, notice, consent,
certificate, affidavit, letter, telegram, facsimile, telex or telephone message,
statement or other document or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons,
and upon advice and statements of legal counsel (including counsel to Company),
independent accountants and other experts selected by Administrative Agent.
Administrative Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Required Lenders as it deems
appropriate and, if it so requests, it shall first be indemnified to its
satisfaction by Lenders against any and all liability and expense which may be
incurred by it by reason of taking or continuing to take any such action.
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement or any other Loan Document in
accordance with a request or consent of the Required Lenders and such request
and any action taken or failure to act pursuant thereto shall be binding upon
all Lenders.

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

                  (c) Notice of Default. Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default, except with respect to defaults in the payment of principal, interest
and fees required to be paid to Administrative Agent for the account of Lenders,
unless Administrative Agent shall have received written notice from a Lender or
Company referring to this Agreement, describing such Default or Event of Default
and stating that such notice is a "notice of default". Administrative Agent will
notify Lenders of its receipt of any such notice. Administrative Agent shall
take such action with respect to such


                                      -50-
<PAGE>



Default or Event of Default as may be requested by the Required Lenders in
accordance with Section 7; but unless and until Administrative Agent has
received any such request, it may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such Default or
Event of Default as it shall deem advisable or in the best interest of Lenders.

         8.05 Credit Decision. Each Lender acknowledges that none of
Administrative Agent-Related Persons has made any representation or warranty to
it, and that no act by Administrative Agent hereinafter taken, including any
review of the affairs of Company and its Subsidiaries, shall be deemed to
constitute any representation or warranty by any Administrative Agent-Related
Person to any Lender. Each Lender represents to Administrative Agent that such
Lender has, independently and without reliance upon any Administrative
Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
credit worthiness of Company and its Subsidiaries, and all applicable Lender
regulatory laws relating to the transactions contemplated hereby, and made its
own decision to enter into this Agreement and to extend credit to Company
hereunder. Each Lender also represents that it will, independently and without
reliance upon any Administrative Agent-Related Person and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit analysis, appraisals and decisions in taking or not taking
action under this Agreement and the other Loan Documents, and to make such
investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and credit
worthiness of Company. Except for notices, reports and other documents expressly
herein required to be furnished to Lenders by Administrative Agent,
Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, prospects,
operations, property, financial and other condition or credit worthiness of
Company which may come into the possession of any of Administrative
Agent-Related Persons.

         8.06 Indemnification of Administrative Agent. Whether or not the
transactions contemplated hereby are consummated, Lenders shall indemnify upon
demand Administrative Agent-Related Persons (to the extent not reimbursed by or
on behalf of Company and without limiting the obligation of Company to do so),
pro rata, from and against any and all Indemnified Liabilities; but no Lender
shall be liable for the payment to Administrative Agent-Related Persons of any
portion of such Indemnified Liabilities resulting from such Person's gross
negligence or willful misconduct. Without limitation of the foregoing, each
Lender shall reimburse Administrative Agent upon demand for its ratable share of
any costs or out-of-pocket expenses (including Attorney Costs) incurred by
Administrative Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, any Loan Document, or any document
contemplated by or referred to herein, to the extent that Administrative Agent
is not reimbursed for such expenses by or on behalf of Company. The undertaking
in this Section shall survive the payment of all Obligations hereunder and the
resignation or replacement of Administrative Agent.

         8.07 Administrative Agent in Individual Capacity. HSBC and its
Affiliates may make loans to, issue letters of credit for the account of, accept
deposits from, acquire equity interests in and generally engage in any kind of
banking, trust, financial advisory, underwriting or other



                                      -51-
<PAGE>



business with Company and its Subsidiaries and Affiliates as though HSBC were
not Administrative Agent hereunder and without notice to or consent of Lenders.
Lenders acknowledge that, pursuant to such activities, HSBC or its Affiliates
may receive information regarding Company or its Affiliates (including
information that may be subject to confidentiality obligations in favor of
Company or such Subsidiary) and acknowledge that Administrative Agent shall be
under no obligation to provide such information to them. With respect to its
Loans, HSBC shall have the same rights and powers under this Agreement as any
other Lender and may exercise the same as though it were not Administrative
Agent, and the terms "Lender" and "Lenders" include HSBC in its individual
capacity.

         8.08 Successor Administrative Agent. Administrative Agent may, and at
the request of the Required Lenders shall, resign as Administrative Agent upon
30 days' notice to Lenders. If Administrative Agent resigns under this
Agreement, the Required Lenders (with the consent of Company, such consent not
to be unreasonably withheld or delayed) shall appoint from among Lenders a
successor agent for Lenders. If no successor Administrative Agent is appointed
before the effective date of the resignation of Administrative Agent,
Administrative Agent may appoint, after consulting with Lenders and Company, a
successor Administrative Agent from among Lenders. Upon the acceptance of its
appointment as successor Administrative Agent hereunder, such successor
Administrative Agent shall succeed to all the rights, powers and duties of the
retiring Administrative Agent and the term "Administrative Agent" shall mean
such successor Administrative Agent and the retiring Administrative Agent's
appointment, powers and duties as Administrative Agent shall be terminated.
After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Section 8 and Sections 9.04 and
9.05 shall inure to its benefit as to any actions taken or omitted to be taken
by it while it was Administrative Agent under this Agreement. If no successor
Administrative Agent has accepted appointment as Administrative Agent by the
date which is 30 days following a retiring Administrative Agent's notice of
resignation, the retiring Administrative Agent's resignation shall nevertheless
thereupon become effective and Lenders shall perform all of the duties of
Administrative Agent hereunder until such time, if any, as the Required Lenders
appoint a successor Administrative Agent as provided for above.

SECTION 9. MISCELLANEOUS

         9.01 Amendments and Waivers. No amendment or waiver of any provision of
this Agreement or any other Loan Document, and no consent with respect to any
departure by Company or any applicable Subsidiary therefrom, shall be effective
unless the same shall be in writing and signed by the Required Lenders (or by
Administrative Agent at the written request of the Required Lenders) and Company
and acknowledged by Administrative Agent, and then any such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given; but no such waiver, amendment, or consent shall, unless in
writing and signed by all Lenders and Company and acknowledged by Administrative
Agent, do any of the following:

                  (a) increase or extend the Commitment of any Lender (or
reinstate any Commitment terminated pursuant to Section 7.02);



                                      -52-
<PAGE>



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

                  (c) reduce the principal of, or the rate of interest specified
herein on any Loan, or (subject to clause (2) below) any fees or other amounts
payable hereunder or under any other Loan Document;

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

                  (e) amend this Section or Section 2.14, 2.16(a) or 6.15, or
any provision herein providing for consent or other action by all Lenders; or

                  (f) release the Principal Domestic Subsidiaries Guaranty after
the same has been executed and delivered;

and, provided further, that (1) no amendment, waiver or consent shall, unless in
writing and signed by Administrative Agent in addition to the Required Lenders
or all Lenders, as the case may be, affect the rights or duties of
Administrative Agent under this Agreement or any other Loan Document, and (2)
the Fee Letter may be amended, or rights or privileges thereunder waived, in a
writing executed by the parties thereto.

         9.02 Notices.

                  (a) All notices, requests, consents, approvals, waivers and
other communications shall be in writing (including, unless the context
expressly otherwise provides, by facsimile transmission, provided that any
matter transmitted by Company by facsimile (1) shall be immediately confirmed by
a telephone call to the recipient at the number specified on Schedule 9.02, and
(2) shall be followed promptly by delivery of a hard copy original thereof) and
mailed, faxed or delivered, to the address or facsimile number specified for
notices on Schedule 9.02; or, as directed to Company or Administrative Agent, to
such other address as shall be designated by such party in a written notice to
the other parties, and as directed to any other party, at such other address as
shall be designated by such party in a written notice to Company and
Administrative Agent.

                  (b) All such notices, requests and communications shall, when
transmitted by overnight delivery, or faxed, be effective when delivered for
overnight (next-day) delivery, or transmitted in legible form by facsimile
machine, respectively, or if mailed, upon the third Business Day after the date
deposited into the U.S. mail, or if delivered, upon delivery; except that
notices pursuant to Section 2 or 8 to Administrative Agent shall not be
effective until actually received by Administrative Agent.

                  (c) Any agreement of Administrative Agent and Lenders herein
to receive certain notices by telephone or facsimile is solely for the
convenience and at the request of Company. Administrative Agent and Lenders
shall be entitled to rely on the authority of any Person purporting to be a
Person authorized by Company to give such notice and Administrative



                                      -53-
<PAGE>



Agent and Lenders shall not have any liability to Company or any other Person on
account of any action taken or not taken by Administrative Agent or Lenders in
reliance upon such telephonic or facsimile notice. The obligation of Company to
repay the Loans shall not be affected in any way or to any extent by any failure
by Administrative Agent and Lenders to receive written confirmation of any
telephonic or facsimile notice or the receipt by Administrative Agent and
Lenders of a confirmation which is at variance with the terms understood by
Administrative Agent and Lenders to be contained in the telephonic or facsimile
notice.

         9.03 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of Administrative Agent or any Lender, any
right, remedy, power or privilege hereunder, shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege.

         9.04 Costs and Expenses. Company shall:

                  (a) whether or not the transactions contemplated hereby are
consummated, pay or reimburse HSBC (including in its capacity as Administrative
Agent) within five Business Days after demand for all reasonable costs and
expenses incurred by HSBC (including in its capacity as Administrative Agent) in
connection with the development, preparation, delivery, administration and
execution of, and any amendment, supplement, waiver or modification to (in each
case, whether or not consummated), any Loan Document and any other documents
prepared in connection therewith, and the consummation of the transactions
contemplated thereby, including reasonable Attorney Costs incurred by HSBC
(including in its capacity as Administrative Agent) with respect thereto; and

                  (b) pay or reimburse Administrative Agent, the Arranger and
each Lender within five Business Days after demand for all reasonable costs and
expenses (including Attorney Costs) incurred by them in connection with the
enforcement or attempted enforcement of any rights or remedies under any Loan
Document (including any Insolvency Proceeding or appellate proceeding).

         9.05 Company Indemnification. Whether or not the transactions
contemplated hereby are consummated, Company shall indemnify, defend and hold
Administrative Agent-Related Persons, and each Lender and each of its respective
officers, directors, employees, counsel, agents and attorneys-in-fact (each, an
"Indemnified Person") harmless from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
charges, expenses and disbursements (including Attorney Costs) of any kind or
nature whatsoever which may at any time (including at any time following
repayment of the Loans and the termination, resignation or replacement of
Administrative Agent or replacement of any Lender) be imposed on, incurred by or
asserted against any such Person in any way relating to or arising out of this
Agreement or any document contemplated by or referred to herein, or the
transactions contemplated hereby, or any action taken or omitted by any such
Person under or in connection with any of the foregoing, including with respect
to any investigation, litigation or proceeding (including any Insolvency
Proceeding or appellate proceeding) related to or arising out of this Agreement
or the Loans or the use of the proceeds thereof, whether or not any Indemnified



                                      -54-
<PAGE>



Person is a party thereto, including any of the foregoing arising from the
negligence of such Indemnified Party (all the foregoing, collectively, the
"Indemnified Liabilities"); but Company shall have no obligation hereunder to
any Indemnified Person with respect to Indemnified Liabilities resulting solely
from the gross negligence or willful misconduct of such Indemnified Person or
from such Indemnified Party acting in violation of applicable law or in breach
of the Loan Documents. The agreements in this Section shall survive payment of
all other Obligations.

         9.06 Payments Set Aside. To the extent that Company makes a payment to
Administrative Agent or Lenders, or Administrative Agent or Lenders exercise
their right of set-off, and such payment or the proceeds of such set-off or any
part thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside or required (including pursuant to any settlement
entered into by Administrative Agent or such Lender in its discretion) to be
repaid to a trustee, receiver or any other party, in connection with any
Insolvency Proceeding or otherwise, then (a) to the extent of such recovery the
obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made or
such set-off had not occurred, and (b) each Lender severally agrees to pay to
Administrative Agent upon demand its pro rata share of any amount so recovered
from or repaid by Administrative Agent.

         9.07 Successors and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, except that Company may not assign or transfer any of
its rights or obligations under this Agreement without the prior written consent
of Administrative Agent and each Lender.

         9.08 Assignments, Participations, etc.

                  (a) Any Lender may, with the written consent of Company (at
all times other than during the existence of an Event of Default) and
Administrative Agent (at all times), which consents shall not be unreasonably
withheld, at any time assign and delegate to one or more Eligible Assignees (but
no written consent of Company or Administrative Agent shall be required in
connection with any assignment and delegation by a Lender to an Eligible
Assignee that is an Affiliate of such Lender) (each an "Assignee") all, or any
ratable part of all, of the Loans, the Commitments and the other rights and
obligations of such Lender hereunder, in a minimum amount of $5,000,000 (or a
lesser amount, if such lesser amount constitutes all of the remaining Loans and
Commitment of the assigning Lender); but Company and Administrative Agent may
continue to deal solely and directly with such Lender in connection with the
interest so assigned to an Assignee until (1) written notice of such assignment,
together with payment instructions, addresses and related information with
respect to the Assignee, shall have been given to Company and Administrative
Agent by such Lender and the Assignee; (2) such Lender and its Assignee shall
have delivered to Company and Administrative Agent an Assignment and Acceptance
Agreement in the form of Exhibit D ("Assignment and Acceptance") together with
any Note or Notes subject to such assignment, and (3) the assignor Lender or
Assignee has paid to Administrative Agent a processing fee in the amount of
$3,500.

                  (b) From and after the date that Administrative Agent notifies
the assignor Lender that it has received (and provided its consent and obtained
Company's consent, if required, with respect to) an executed Assignment and
Acceptance and payment of the



                                      -55-
<PAGE>



above-referenced processing fee, (1) the Assignee thereunder shall be a party
hereto and, to the extent that rights and obligations hereunder have been
assigned to it pursuant to such Assignment and Acceptance, shall have the rights
and obligations of a Lender under the Loan Documents, and (2) the assignor
Lender shall, to the extent that rights and obligations hereunder and under the
other Loan Documents have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights and be released from its obligations under the
Loan Documents.

                  (c) Within five Business Days after its receipt of (1) request
therefor; (2) the Note(s),if any, previously held by the assignee Lender, and
(3) notice by Administrative Agent that it has received an executed Assignment
and Acceptance and payment of the processing fee, (and provided that it consents
to such assignment in accordance with Section 9.08(a)), Company shall execute
and deliver to Administrative Agent, new Note(s) evidencing such Assignee's
assigned Loans and Commitment and, if the assignor Lender has retained a portion
of its Loans and its Commitment and has requested the execution and delivery of
Note(s), replacement Note(s) in the principal amount of the Loans retained by
the assignor Lender (such Notes to be in exchange for, but not in payment of,
the Notes held by such Lender). Immediately upon each Assignee's making its
processing fee payment under the Assignment and Acceptance, this Agreement shall
be deemed to be amended to the extent, but only to the extent necessary to
reflect the addition of the Assignee and the resulting adjustment of the
Commitments arising therefrom. The Commitment allocated to each Assignee shall
reduce such Commitments of the assigning Lender pro tanto.

                  (d) Any Lender may at any time sell to one or more commercial
Lenders or other Persons not Affiliates of Company (a "Participant")
participating interests in any Loans, the Commitment of that Lender and the
other interests of that Lender (the "Originator") hereunder and under the other
Loan Documents; but (1) the Originator's obligations under this Agreement shall
remain unchanged; (2) the Originator shall remain solely responsible for the
performance of such obligations; (3) Company and Administrative Agent shall
continue to deal solely and directly with the Originator in connection with the
Originator's rights and obligations under this Agreement and the other Loan
Documents, and (4) no Lender shall transfer or grant any participating interest
under which the Participant has rights to approve any amendment to, or any
consent or waiver with respect to, this Agreement or any other Loan Document,
except to the extent such amendment, consent or waiver would require unanimous
consent of Lenders as described in Sections 9.01(a) through (e). In the case of
any such participation, the Participant shall not have any rights under any Loan
Document, and all amounts payable by Company hereunder shall be determined as if
such Originator had not sold such participation.

                  (e) Notwithstanding any other provision in this Agreement, any
Lender may at any time create a security interest in, or pledge, all or any
portion of its rights under and interest in this Agreement and the Note held by
it in favor of any Federal Reserve bank in accordance with Regulation A of the
FRB or U.S. Treasury Regulation 31 CFR Section 203.14, and such Federal Reserve
bank may enforce such pledge or security interest in any manner permitted under
applicable law.

         9.09 Confidentiality. Each Lender agrees to take, and to cause its
Affiliates to take, normal and reasonable precautions and exercise due care to
maintain the confidentiality of all information identified as "confidential" or
"secret" by Company (or which by its nature



                                      -56-
<PAGE>



necessarily constitutes confidential information or trade secrets of Company or
any Subsidiary) and provided to it by Company or any Subsidiary, or by
Administrative Agent on Company's or such Subsidiary's behalf, under any Loan
Document, and neither it nor any of its Affiliates shall use or disclose any
such information other than in connection with or in enforcement of this
Agreement and the other Loan Documents, except to the extent such information
(a) was or becomes generally available to the public other than as a result of
disclosure by such Lender, or (b) was or becomes available on a non-confidential
basis from a source other than Company, if such source is not bound by a
confidentiality agreement with Company known to such Lender; but any Lender may
disclose such information (A) at the request or pursuant to any requirement of
any Governmental Authority to which such Lender is subject or in connection with
an examination of such Lender by any such authority; (B) pursuant to subpoena or
other court process; (C) when required to do so in accordance with the
provisions of any applicable Requirement of Law; (D) to the extent reasonably
required in connection with any litigation or proceeding to which Administrative
Agent, any Lender or their respective Affiliates may be party; (E) to the extent
reasonably required in connection with the exercise of any remedy under any Loan
Document; (F) to such Lender's independent auditors and other professional
advisors; (G) to any Participant or Assignee, actual or potential, if such
Person agrees in writing to keep such information confidential to the same
extent required of Lenders hereunder; (H) as to any Lender or its Affiliate, as
expressly permitted under the terms of any other document or agreement regarding
confidentiality to which Company or any Subsidiary is party or is deemed party
with such Lender or such Affiliate, and (I) to its Affiliates; but such
disclosure by a Lender pursuant to clause (B) or (D) shall, to the extent
permitted by applicable law, be preceded by such Lender's providing Company with
reasonable written notice of such requirement of disclosure; and, thereafter,
such Lender shall cooperate (to the extent permitted by applicable law and
agreements) with Company's lawful efforts to prevent such disclosure.

         9.10 Set-off. In addition to any rights and remedies of Lenders
provided by law, if an Event of Default exists and the Loans have been
accelerated, each Lender is authorized at any time and from time to time,
without prior notice to Company, any such notice being waived by Company to the
fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held by,
and other indebtedness at any time owing by, such Lender to or for the credit or
the account of Company against any and all Obligations owing to such Lender, now
or hereafter existing, irrespective of whether Administrative Agent or such
Lender shall have made demand under this Agreement or any Loan Document. Each
Lender agrees promptly to notify Company and Administrative Agent after any such
set-off and application made by such Lender; but the failure to give such notice
shall not affect the validity of such set-off and application.

         9.11 Notification of Addresses, Lending Offices, Etc. Each Lender shall
notify Administrative Agent in writing of any changes in the address to which
notices to that Lender should be directed, of addresses of any Lending Office,
of payment instructions in respect of all payments to be made to it hereunder
and of such other administrative information as Administrative Agent shall
reasonably request.

         9.12 Counterparts. This Agreement may be executed in any number of
separate counterparts, each of which, when so executed, shall be deemed an
original, and all of said counterparts taken together shall be deemed to
constitute but one and the same instrument.



                                      -57-
<PAGE>



         9.13 Severability. The illegality or unenforceability of any provision
of this Agreement or any instrument or agreement required hereunder shall not in
any way affect or impair the legality or enforceability of the remaining
provisions of this Agreement or any instrument or agreement required hereunder.

         9.14 No Third Parties Benefited. This Agreement is made and entered
into for the sole protection and legal benefit of Company, Lenders,
Administrative Agent and Administrative Agent-Related Persons, and their
permitted successors and assigns, and no other Person shall be a direct or
indirect legal beneficiary of, or have any direct or indirect cause of action or
claim in connection with, any Loan Document.

         9.15 GOVERNING LAW AND JURISDICTION. THIS AGREEMENT AND THE NOTES SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK; BUT AGENT AND LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED
STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF
THIS AGREEMENT, EACH OF COMPANY, AGENT AND LENDERS CONSENTS, FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH
OF COMPANY, ADMINISTRATIVE AGENT AND LENDERS IRREVOCABLY WAIVES ANY OBJECTION,
INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM
NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION
OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT
RELATED HERETO. COMPANY, AGENT AND LENDERS EACH WAIVE PERSONAL SERVICE OF ANY
SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS
PERMITTED BY NEW YORK LAW.

         9.16 WAIVER OF JURY TRIAL. COMPANY, LENDERS AND AGENT EACH WAIVE THEIR
RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON
OR ARISING OUT OF OR RELATED TO THE LOAN DOCUMENTS, OR THE TRANSACTIONS
CONTEMPLATED THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE
BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED
PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT
CLAIMS, OR OTHERWISE. COMPANY, LENDERS AND AGENT EACH AGREE THAT ANY SUCH CLAIM
OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT
LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO
A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION,
COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE
THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR
ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS.



                                      -58-
<PAGE>



         9.17 ENTIRE AGREEMENT. THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN
DOCUMENTS, EMBODIES THE ENTIRE AGREEMENT AND UNDERSTANDING AMONG COMPANY,
LENDERS AND AGENT, AND SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS AGREEMENTS AND
UNDERSTANDINGS OF SUCH PERSONS, VERBAL OR WRITTEN, RELATING TO THE SUBJECT
MATTER HEREOF AND THEREOF.




                      REMAINDER OF PAGE INTENTIONALLY BLANK

                             SIGNATURE PAGES FOLLOW



                                      -59-
<PAGE>




         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.

                                    COMPANY:

                                    COMMERCIAL METALS COMPANY,
                                    as Company


                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------


                                    ADMINISTRATIVE AGENT:

                                    HSBC BANK USA, as Administrative Agent


                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------



                                      -60-
<PAGE>



                                    LENDERS:


                                    HSBC BANK USA, as Lender


                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------

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


                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------

                                    MELLON BANK, N.A., as Lender


                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------


                                    BANK OF AMERICA, N.A., as Lender


                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------

                                    COMERICA BANK, as Lender


                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------

                                    THE BANK OF NOVA SCOTIA, as Lender


                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------



                                      -61-
<PAGE>



                                    HIBERNIA NATIONAL BANK, as Lender


                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------

                                    THE WELLS FARGO BANK, N.A., as Lender


                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------



                                      -62-
<PAGE>



         Each of the Principal Domestic Subsidiaries executes this Agreement to
evidence its agreement to execute and deliver the Principal Domestic
Subsidiaries Guaranty, together with resolutions, certificates, legal opinions,
approvals, documents and materials analogous to those delivered by the Principal
Domestic Subsidiaries pursuant to Section 4.01, all in form and substance
reasonably acceptable to Administrative Agent, all as provided in Section 6.15,
upon the occurrence of a Trigger Event.

                                      OWEN ELECTRIC STEEL COMPANY OF
                                      SOUTH CAROLINA; SMI STEEL, INC., and
                                      STRUCTURAL METALS, INC.


                                   By:
                                      ------------------------------------------
                                   Name:
                                        ----------------------------------------
                                   Title:
                                         ---------------------------------------
                                         of each of the above-named corporations


                                      -63-
<PAGE>




                                  SCHEDULE 2.01

                                   COMMITMENTS

                                     LENDERS

<Table>
<Caption>
         Lender                                                         Commitment
         ------                                                        ------------
<S>                                                                    <C>
         HSBC Bank USA                                                 $ 27,000,000

         The Bank of Tokyo-Mitsubishi, Ltd.                            $ 20,000,000

         Mellon Bank, N.A.                                             $ 20,000,000

         Comerica Bank                                                 $ 20,000,000

         Bank of America, N.A.                                         $ 15,000,000

         The Bank of Nova Scotia                                       $ 10,000,000

         The Wells Fargo Bank, N.A.                                    $ 10,000,000

         Hibernia National Bank                                        $  7,500,000
                                                                       ------------

                                            Total                      $129,500,000
</Table>





                                      -64-