<PAGE>

                                                                     EXHIBIT 4.5

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

                           REVOLVING CREDIT AGREEMENT

                          DATED AS OF JANUARY 29, 2003

                                      AMONG

                            THE MEN'S WEARHOUSE, INC.

                             THE BANKS PARTY HERETO

                                       AND

                               JPMORGAN CHASE BANK
                             AS ADMINISTRATIVE AGENT

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

                          J. P MORGAN SECURITIES INC.,
                                 SOLE BOOKRUNNER

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

                          J. P. MORGAN SECURITIES INC.,
                                 SOLE BOOKRUNNER

                                       AND

                          J. P. MORGAN SECURITIES INC.,
                             FLEET SECURITIES, INC.
                                CO-LEAD ARRANGERS

                                       AND

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                               FLEET NATIONAL BANK
                              CO-SYNDICATION AGENTS

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                 Page
<S>                                                                                                              <C>
1.    CERTAIN DEFINITIONS......................................................................................    1
      1.1.     Accounting Principles...........................................................................    1
      1.2.     Certain Defined Terms...........................................................................    1

2.    THE CREDITS..............................................................................................   22
      2.1.     Revolving Loans.................................................................................   22
      2.2.     Borrowing Procedure for Revolving Loans.........................................................   23
      2.3.     Swingline Loans.................................................................................   24
      2.4.     Letters of Credit...............................................................................   25
      2.5.     Conflict between Applications and Agreement.....................................................   31

3.    INTEREST RATE PROVISIONS.................................................................................   31
      3.1.     Interest Rate Determination.....................................................................   31
      3.2.     Increased Cost and Reduced Return...............................................................   33
      3.3.     Limitation on Types of Loans....................................................................   35
      3.4.     Illegality......................................................................................   36
      3.5.     Compensation....................................................................................   37
      3.6.     Replacement of Banks............................................................................   37
      3.7.     Survival........................................................................................   38

4.    PREPAYMENTS AND OTHER PAYMENTS; REDUCTION AND EXTENSION OF COMMITMENTS; EXTENSION OF MATURITY DATE.......   38
      4.1.     Repayment of Loans; Evidence of Debt............................................................   38
      4.2.     Required Prepayments............................................................................   39
      4.3.     Optional Prepayments............................................................................   39
      4.4.     Notice of Payments..............................................................................   39
      4.5.     Place of Payment or Prepayment..................................................................   39
      4.6.     No Prepayment Premium or Penalty................................................................   40
      4.7.     Taxes...........................................................................................   40
      4.8.     Reduction or Termination of the Commitments.....................................................   42
      4.9.     Increase of the Commitments.....................................................................   42
      4.10.    Extension of Maturity Date......................................................................   43
      4.11.    Payments on Business Day........................................................................   44
      4.12.    Payment of Adjustment Amounts...................................................................   45

5.    COMMITMENT FEE AND OTHER FEES............................................................................   45
      5.1.     Commitment Fee..................................................................................   45
      5.2.     Arrangement Fee.................................................................................   45
      5.3.     Intentionally Left Blank........................................................................   45
      5.4.     Administrative Agency Fee.......................................................................   45
      5.5.     Letter of Credit Fees...........................................................................   45
</TABLE>

                                      - i -

<PAGE>

<TABLE>
<S>                                                                                                               <C>
      5.6.     Fees Not Interest; Nonpayment...................................................................   46

6.    APPLICATION OF PROCEEDS..................................................................................   46

7.    REPRESENTATIONS AND WARRANTIES...........................................................................   46
      7.1.     Organization and Qualification..................................................................   46
      7.2.     Financial Statements............................................................................   46
      7.3.     Litigation......................................................................................   47
      7.4.     Default.........................................................................................   47
      7.5.     Title to Properties.............................................................................   47
      7.6.     Payment of Taxes................................................................................   47
      7.7.     Conflicting or Adverse Agreements or Restrictions...............................................   47
      7.8.     Authorization, Validity, Etc....................................................................   48
      7.9.     Investment Company Act Not Applicable...........................................................   48
      7.10.    Public Utility Holding Company Act Not Applicable...............................................   48
      7.11.    Margin Stock....................................................................................   48
      7.12.    ERISA...........................................................................................   48
      7.13.    Full Disclosure.................................................................................   49
      7.14.    Environmental Matters...........................................................................   49
      7.15.    Permits and Licenses............................................................................   50
      7.16.    Solvency........................................................................................   50
      7.17.    Capital Structure...............................................................................   50
      7.18.    Insurance.......................................................................................   50
      7.19.    Compliance with Laws............................................................................   51
      7.20.    No Consent......................................................................................   51

8.    CONDITIONS...............................................................................................   51
      8.1.     Closing Date....................................................................................   51
      8.2.     Conditions to each Loan and Letter of Credit....................................................   53

9.    AFFIRMATIVE COVENANTS....................................................................................   54
      9.1.     Reporting and Notice Requirements...............................................................   54
      9.2.     Corporate Existence.............................................................................   57
      9.3.     Books and Records...............................................................................   57
      9.4.     Insurance.......................................................................................   57
      9.5.     Right of Inspection.............................................................................   57
      9.6.     Maintenance of Property.........................................................................   58
      9.7.     Guarantees of Certain Restricted Subsidiaries; Pledge Agreements................................   58
      9.8.     Accounting Principles...........................................................................   59
      9.9.     Patents, Trademarks and Licenses................................................................   60
      9.10.    Taxes; Obligations..............................................................................   60

10.   NEGATIVE COVENANTS.......................................................................................   60
      10.1.    Liens...........................................................................................   60
      10.2.    Debt............................................................................................   61
      10.3.    Restricted Payments.............................................................................   64
</TABLE>

                                     - ii -

<PAGE>

<TABLE>
<S>                                                                                                               <C>
      10.4.    Mergers; Consolidations; Sale or Other Dispositions of All or Substantially All Assets..........   65
      10.5.    Investments, Loans and Advances.................................................................   66
      10.6.    Sale or Other Disposition of Less than Substantially All Assets; Sale and Leasebacks............   67
      10.7.    Use of Proceeds.................................................................................   68
      10.8.    Transactions with Affiliates....................................................................   68
      10.9.    Nature of Business..............................................................................   68
      10.10.   Issuance and Disposition of Shares..............................................................   68
      10.11.   ERISA...........................................................................................   69
      10.12.   Discount or Sale of Receivables.................................................................   70
      10.13.   Acquisitions....................................................................................   70
      10.14.   Certain Financial Tests.........................................................................   71
      10.15.   Regulations U and X.............................................................................   72
      10.16.   Status..........................................................................................   72
      10.17.   Compliance with Laws............................................................................   72
      10.18.   Unrestricted Subsidiaries.......................................................................   72
      10.19.   No Commingling of Assets, Etc...................................................................   72
      10.20.   Restrictive Agreements..........................................................................   73
      10.21.   Prepayments, Etc., of Certain Debt..............................................................   73
      10.22.   Amendment of Intercompany Credit Agreements.....................................................   74

11.   EVENTS OF DEFAULT; REMEDIES..............................................................................   74
      11.1.    Failure to Pay Principal or Reimbursement Obligations...........................................   74
      11.2.    Failure to Pay Other Amounts....................................................................   75
      11.3.    Default under Other Debt........................................................................   75
      11.4.    Misrepresentation or Breach of Warranty.........................................................   75
      11.5.    Violation of Covenants..........................................................................   75
      11.6.    Bankruptcy and Other Matters....................................................................   75
      11.7.    Dissolution.....................................................................................   76
      11.8.    Judgment........................................................................................   76
      11.9.    Nullity of Loan Documents.......................................................................   76
      11.10.   Change of Control...............................................................................   76
      11.11.   ERISA...........................................................................................   76
      11.12.   Guarantors; Pledge Agreement....................................................................   77
      11.13.   Canadian Term Credit Facility...................................................................   77
      11.14.   Other Remedies..................................................................................   77
      11.15.   Collateral Account..............................................................................   77
      11.16.   Remedies Cumulative.............................................................................   78

12.   THE AGENT................................................................................................   78

13.   MISCELLANEOUS............................................................................................   80
      13.1.    [Omitted].......................................................................................   80
      13.2.    Waivers, Etc....................................................................................   80
      13.3.    Notices.........................................................................................   80
</TABLE>

                                     - iii -

<PAGE>


<TABLE>
<S>                                                                                                               <C>
      13.4.    GOVERNING LAW...................................................................................   81
      13.5.    Survival of Representations, Warranties and Covenants...........................................   81
      13.6.    Counterparts....................................................................................   81
      13.7.    Separability....................................................................................   81
      13.8.    Descriptive Headings............................................................................   81
      13.9.    Right of Set-off, Adjustments...................................................................   81
      13.10.   Assignments and Participations..................................................................   82
      13.11.   Interest........................................................................................   85
      13.12.   Expenses; Indemnification.......................................................................   86
      13.13.   Payments Set Aside..............................................................................   88
      13.14.   Loan Agreement Controls.........................................................................   88
      13.15.   Obligations Several.............................................................................   88
      13.16.   SUBMISSION TO JURISDICTION; WAIVERS.............................................................   88
      13.17.   WAIVER OF JURY TRIAL............................................................................   89
      13.18.   Amendments, Etc.................................................................................   89
      13.19.   Relationship of the Parties.....................................................................   90
      13.20.   Confidentiality.................................................................................   90
      13.21.   FINAL AGREEMENT.................................................................................   91
</TABLE>

                                     - iv -

<PAGE>

                                    EXHIBITS

Exhibit A:                 Notice of Borrowing
Exhibit B:                 Letter of Credit Request
Exhibit C:                 Notice of Rate Change/Continuation
Exhibit D:                 Compliance Certificate
Exhibit E:                 Eurodollar Rate Margin Certificate
Exhibit F:                 Guaranty
Exhibit G:                 Pledge and Security Agreement
Exhibit H:                 Assignment and Assumption Agreement

                                    SCHEDULES

Schedule 1:                Applicable Lending Offices
Schedule 2:                Initial Commitments
Schedule 7.17:             Capital Structure
Schedule 7.18:             Insurance
Schedule 10.1:             Liens
Schedule 10.2              Existing Letters of Credit

                                     - V -

<PAGE>

                           REVOLVING CREDIT AGREEMENT

                  The Men's Wearhouse, Inc., a corporation organized under the
laws of the State of Texas (the "Borrower"), the financial institutions from
time to time party hereto (collectively, the "Banks" and individually, a
"Bank"), and JPMorgan Chase Bank (together with any successor thereof, "JPMorgan
Chase") in its capacity as administrative agent (the "Agent") for the Banks
hereunder, hereby agree as follows:

                              PRELIMINARY STATEMENT

                  WHEREAS, the Borrower has received loans and other extensions
of credit pursuant to that certain Revolving Credit Agreement dated as of
February 5, 1999 (as amended, the "Existing Credit Agreement") by and among the
Borrower, NationsBank, N.A. (now known as Bank of America, N.A.) as agent and
the other banks and financial institutions signatory thereto;

                  WHEREAS, the Borrower has requested the Agent and the Banks to
make revolving loans to the Borrower in an aggregate amount not to exceed
$100,000,000 at any time outstanding and, pursuant to a $30,000,000 sub-limit,
issue letters of credit for the account of the Borrower in an aggregate amount
not to exceed $30,000,000 at any time outstanding;

                  WHEREAS, a portion of such revolving loans shall be used to
repay in full the Existing Credit Agreement; and

                  WHEREAS, pursuant to the terms and conditions hereof the Agent
and the Banks have agreed to such request upon the terms and conditions
hereinafter set forth;

                  NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:

         1.       CERTAIN DEFINITIONS.

                  1.1.     ACCOUNTING PRINCIPLES. All accounting terms not
specifically defined herein shall be construed in accordance with GAAP
consistent with those applied in the preparation of the audited financial
statements referred to in Section 9.1 hereof. All financial information
delivered to the Agent pursuant to Section 9.1 hereof shall be prepared in
accordance with GAAP applied on a basis consistent with those reflected by the
initial financial statements delivered to the Agent pursuant to Section 7.2,
except (i) where such principles are inconsistent with the requirements of this
Agreement and (ii) for those changes made pursuant to Section 9.8 hereof.

                  1.2.     CERTAIN DEFINED TERMS. As used in this Agreement, the
following terms shall have the following meanings:

                  "ABR", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate plus the
Applicable Margin.

                                      -1-

<PAGE>

                  "ABR Loan" shall mean any Loan which bears interest at the
Alternate Base Rate plus the Applicable Margin.

                  "Acquisitions" has the meaning specified in Section 10.13
hereof.

                  "Acquisition Target" means any Person acquired pursuant to
Section 10.13 and which is designated a Restricted Subsidiary pursuant to the
terms hereof.

                  "Additional Bank" has the meaning assigned to such term in
Section 4.9.

                  "Adjusted Available Amount" means an amount equal to the sum
of (I) $25,000,000 plus (II) if positive, the aggregate amount of (i) one-third
of Consolidated Net Income of the Borrower and the Restricted Subsidiaries minus
(ii) 100% of consolidated net losses of the Borrower and the Restricted
Subsidiaries, in each case commencing with the beginning of the fourth fiscal
quarter of 2002, minus (III) Investments made under Section 10.5(h).

                  "Adjusted Debt" means, at any time and without duplication, an
amount equal to the sum of (a) Total Funded Debt plus (b) an amount equal to the
product of (i) Base Rent Expense for the immediately preceding quarter times
(ii) thirty-two (32).

                  "Adjusted LIBO Rate" means, with respect to any Eurodollar
Loan for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate.

                  "Adjustment Amount" means, as to any Adjustment Date, an
amount equal to the Dollar Equivalent Value of the excess, if any, of the
Positive Adjustment Amount over the Negative Adjustment Amount. For purposes of
this Agreement, the Adjustment Amount shall be treated as interest expense.

                  "Adjustment Date" means the "Interest Payment Date" (as such
term is defined in the Canadian Term Loan Facility).

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

                  "Affiliate" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified. If any
Person shall own, directly or indirectly, beneficially and of record twenty
percent (20%) or more of the equity (whether outstanding capital stock,
partnership interests or otherwise) of another Person, such Person shall be
deemed to be an Affiliate.

                  "Agent" shall have the meaning set forth in the preamble
hereto.

                  "Agreement" shall mean this Revolving Credit Agreement, as the
same may be amended, modified or supplemented from time to time.

                  "Alternate Base Rate" means, for any day, a rate per annum
equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Base
CD Rate in effect on such day plus 1% and (c) the

                                      -2-

<PAGE>

Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in
the Alternate Base Rate due to a change in the Prime Rate, the Base CD Rate or
the Federal Funds Effective Rate shall be effective from and including the
effective date of such change in the Prime Rate, the Base CD Rate or the Federal
Funds Effective Rate, respectively.

                  "Applicable Lending Office" shall mean, with respect to each
Bank, such Bank's (a) Domestic Lending Office in the case of a ABR Loan and (b)
Eurodollar Lending Office in the case of a Eurodollar Loan.

                  "Applicable Margin" means, (a) for the period from the Closing
Date until February 1, 2003, (i) as to Eurodollar Loans and Letter of Credit
Fees, 1.75% per annum, and (ii) as to Commitment Fees, 0.35% per annum, (b) for
the period from February 1, 2003 to the next redetermination thereafter, the
Applicable Margin determined by the Agent based upon the certificate then most
recently delivered pursuant to Section 9.1(k), and (c) for each period
thereafter (each such period commencing 61 days after the end of each fiscal
quarter of the Borrower and ending 60 days after the end of the next fiscal
quarter of the Borrower), the applicable rate per annum set forth in the table
below opposite the ratio of Adjusted Debt to EBITDA plus Base Rent Expense for
the four immediately preceding fiscal quarterly periods. Each determination of
the Applicable Margin shall be determined by the Agent for each such period
after its receipt of the applicable certificate delivered pursuant to Section
9.1(k) and prior to the commencement of such period. Except as set forth above,
each change in the Applicable Margin shall be immediately effective commencing
on the 61st day after each fiscal quarter end, and remain effective until the
next determination.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                   APPLICABLE MARGIN                                   APPLICABLE MARGIN
                                                  FOR EURODOLLAR LOANS                                FOR COMMITMENT FEES
ADJUSTED DEBT TO EBITDA PLUS BASE                 AND LETTER OF CREDIT     APPLICABLE MARGIN             ON THE UNUSED
         RENT EXPENSE                                     FEES               FOR ABR LOANS                 COMMITMENT
=========================================================================================================================
<S>                                               <C>                      <C>                        <C>
Less than 3.0:1.0                                         1.50%                    0.00%                     0.275%
-------------------------------------------------------------------------------------------------------------------------
Equal to or greater than 3.0:1.0                          1.75%                    0.00%                     0.350%
     but less than 4.0:1.0
-------------------------------------------------------------------------------------------------------------------------
Equal to or greater than 4.0:1.0                          2.00%                    0.25%                     0.425%
     but less than 4.25:1.0
-------------------------------------------------------------------------------------------------------------------------
Equal to or greater than 4.25:1.0                         2.25%                    0.50%                     0.500%
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

                  "Application" shall mean an application, in such form as the
Issuing Bank may specify from time to time, requesting the Issuing Bank to open
a Letter of Credit.

                  "Assessment Rate" means, for any day, the annual assessment
rate in effect on such day that is payable by a member of the Bank Insurance
Fund classified as "well-capitalized" and within supervisory subgroup "B" (or a
comparable successor risk classification) within the meaning of 12 C.F.R. Part
327 (or any successor provision) to the Federal Deposit Insurance Corporation
for insurance by such Corporation of time deposits made in dollars at the
offices of such member in the United States; provided that if, as a result of
any change in any law, rule or regulation, it is no longer

                                      -3-

<PAGE>

possible to determine the Assessment Rate as aforesaid, then the Assessment Rate
shall be such annual rate as shall be determined by the Agent to be
representative of the cost of such insurance to the Banks.

                  "Assignment and Assumption" means an assignment and assumption
entered into by a Bank and an assignee (with the consent of any party whose
consent is required by Section 13.10), and accepted by the Agent, in the form of
Exhibit H or any other form approved by the Agent.

                  "Availability Period" means the period from and including the
Closing Date to but excluding the earlier of the Maturity Date and the date of
termination of the Commitments.

                  "Available Amount" means an amount equal to the sum of (I)
$60,000,000 plus (II) if positive, the aggregate amount of (i) one-third of
Consolidated Net Income of the Borrower and the Restricted Subsidiaries minus
(ii) 100% of consolidated net losses of the Borrower and the Restricted
Subsidiaries, in each case commencing with the beginning of the fourth fiscal
quarter of 2002, minus (III) the sum of (x) Restricted Payments made under
Section 10.3(d), (y) Investments made under Section 10.5(h) and (z) Restricted
Payments made under Section 10.3(e).

                  "Bank" shall have the meaning specified in the preamble hereto
and shall include the Agent, in its individual capacity.

                  "Base CD Rate" means the sum of (a) the Three-Month Secondary
CD Rate multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

                  "Base Rent Expense" means, for any period, payments (whether
computed monthly or annually) due under Leases of real property (including those
resulting from sale-leaseback transactions), exclusive of payments for
percentage rent, common-area maintenance, insurance, taxes and any other amounts
recorded in the Borrower's or the Restricted Subsidiaries' books and records in
accordance with their customary practices as rent other than "base rent
expense"; provided, with respect to any acquisition of an Acquisition Target
which results in the requirement to provide pro forma financial information
pursuant to Article 11 of Regulation S-X (Reg Section 210.11.01, .02 and .03),
Base Rent Expense of the Acquisition Target for each full fiscal quarter
included in the applicable computation period prior to such Acquisition
(including the fiscal quarter during which it was acquired) shall be included,
provided further that Base Rent Expense of the Acquisition Target shall be
adjusted for those applicable items of base rent expense that will increase or
decrease subsequent to the date of Acquisition, such adjustments limited to
those like adjustments included in the pro forma financial statements provided
in the Form 8-K filed with the Securities and Exchange Commission pursuant to
Article 11 of Regulation S-X.

                  "Borrower" shall have the meaning set forth in the preamble
hereto.

                  "Borrowing" means (a) Revolving Loans of the same Type, made,
converted or continued on the same date and, in the case of Eurodollar Loans, as
to which a single Interest Period is in effect or (b) a Swingline Loan.

                  "Borrowing Date" shall mean a date upon which the Borrower has
requested a Revolving Loan is to be made in a Notice of Borrowing delivered
pursuant to Section 2.

                                      -4-

<PAGE>

                  "Business Day" means any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City and Houston, Texas are
authorized or required by law to remain closed; provided that, when used in
connection with a Eurodollar Loan, the term "Business Day" shall also exclude
any day on which banks are not open for dealings in dollar deposits in the
London interbank market.

                  "Canadian Dollar Equivalent Value" means, with respect to an
amount of Dollars, an amount of Canadian dollars into which the Agent determines
that it could, in accordance with its practice from time to time in the
interbank foreign exchange market, convert such amount of Dollars, determined by
using its applicable quoted spot rate on the date on which such equivalent is to
be determined pursuant to the provisions of this Agreement.

                  "Canadian Term Loan Facility" means that certain Term Credit
Agreement of even date herewith among the Borrower, the Term Borrower, JPMorgan
Chase Bank, Toronto Branch, as Agent, and the Term Lenders, as amended from time
to time.

                  "Capital Lease" as defined in the definition of Capital Lease
Obligations.

                  "Capital Lease Obligation" means as to any Person, the
obligations of such Person to pay rent or other amounts under any lease (a
"Capital Lease") of (or other arrangement conveying the right to use) real or
personal property, or a combination thereof, which obligations are required to
be classified and accounted for as capital leases on a balance sheet of such
Person under GAAP and, for the purposes of this Agreement, the amount of such
obligations at any time shall be the capitalized amount thereof at such time
determined in accordance with GAAP.

                  "Capital Stock" means and includes (i) any and all shares,
interests, participations or other equivalents of or interests in (however
designated) corporate stock, including, without limitation, shares of preferred
or preference stock, (ii) all partnership interests (whether general or limited)
in any Person which is a partnership, (iii) all membership interests or limited
liability company interests in any limited liability company, and (iv) all
equity or ownership interests in any Person of any other type.

                  "Cash Equivalents" means (a) marketable direct obligations
issued or unconditionally guaranteed by the United States Government or Canada
or issued by an agency thereof and backed by the full faith and credit of the
United States or Canada, as the case may be, in each case maturing within ninety
(90) days after the date of acquisition thereof; (b) marketable direct
obligations issued by any state of the United States of America or province of
Canada or any political subdivision of any such state, province or any public
instrumentality thereof maturing within ninety (90) days after the date of
acquisition thereof and, at the time of acquisition, having the highest rating
obtainable from either Standard & Poor's Corporation or Moody's Investors
Service, Inc. (or, if at any time neither Standard & Poor's Corporation nor
Moody's Investors Service, Inc. shall be rating such obligations, then from such
other nationally recognized rating services acceptable to the Agent); (c)
commercial paper maturing no more than ninety (90) days after the date of
creation thereof and, at the time of acquisition, having a rating of at least
A-1 or P-1 from either Standard & Poor's Corporation or Moody's Investors
Service, Inc. (or, if at any time neither Standard & Poor's Corporation nor
Moody's Investors Service, Inc. shall be rating such obligations, then the
highest rating from such other nationally recognized rating services acceptable
to the Agent); (d) domestic

                                      -5-

<PAGE>

and eurodollar certificates of deposit or bankers' acceptances maturing within
ninety (90) days after the date of acquisition thereof issued by any Bank or any
other commercial bank organized under the laws of the United States of America
or Canada or any state or province thereof or the District of Columbia having
combined capital and surplus of not less than $250,000,000 (or the Canadian
Dollar Equivalent Value thereof); (e) repurchase agreements of the Agent, any
Bank or any other commercial bank organized under the laws of the United States
of America or Canada or any state or province thereof or the District of
Columbia having combined capital and surplus of not less than $250,000,000 (or
the Canadian Dollar Equivalent Value thereof); (f) overnight investments with
the Agent, any Bank or any other commercial bank organized under the laws of the
United States of America or Canada or any state or province thereof or the
District of Columbia having combined capital and surplus of not less than
$250,000,000 (or the Canadian Dollar Equivalent Value thereof); (g) other
readily marketable instruments issued or sold by the Agent, any Bank or any
other commercial bank organized under the laws of the United States of America
or Canada or any state or province thereof or the District of Columbia having
combined capital and surplus of not less than $250,000,000 (or the Canadian
Dollar Equivalent Value thereof); and (h) funds invested in brokerage accounts
with nationally recognized brokerage houses or money market accounts, in each
case for less than thirty (30) days.

                  "Change/Continuation Date" shall mean a date upon which the
Borrower has requested the change or continuation of the interest rate
applicable to any Loan pursuant to a Notice of Rate Change/Continuation
delivered pursuant to Section 3.

                  "Change of Control" means (i) any transaction (including a
merger or consolidation) the result of which is that any "Person" or "group"
(within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of more
than 50 percent (50%) of the total voting power of all classes of the voting
stock of the Borrower or the surviving Person and/or warrants or options to
acquire such voting stock, calculated on a fully diluted basis (a "Control
Person"), other than any such transaction in which the current executive
officers of the Borrower who are also currently directors and their Affiliates
or The Zimmer Family Foundation become, individually or collectively, a Control
Person or (ii) the sale, lease or transfer of all or substantially all of the
Borrower's assets (which includes the assets of its Subsidiaries) to any
"Person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the
Exchange Act), except to the Borrower or one or more of its Subsidiaries.

                  "Class", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are
Revolving Loans or Swingline Loans.

                  "Closing Date" shall mean the date on which the conditions
specified in Section 8.1 are satisfied.

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

                  "Commitment" means, with respect to each Bank, the commitment
of such Bank to make Revolving Loans and to acquire participations in Letters of
Credit and Swingline Loans hereunder, expressed as an amount representing the
maximum aggregate amount of such Bank's

                                      -6-

<PAGE>

Revolving Credit Exposure hereunder, as such commitment may be (a) reduced from
time to time pursuant to Section 4.8 or increased from time to time pursuant to
Section 4.9 and (b) reduced or increased from time to time pursuant to
assignments by or to such Bank pursuant to Section 13.10. The initial amount of
each Bank's Commitment is set forth on Schedule 2, or in the Assignment and
Assumption pursuant to which such Bank shall have assumed its Commitment, as
applicable. The initial aggregate amount of the Banks' Commitments is
$100,000,000.

                  "Commitment Increase" has the meaning assigned to such term in
Section 4.9.

                  "Consolidated Current Assets" means all items classified as
current assets on the consolidated financial statements of the Borrower and the
Restricted Subsidiaries delivered to the Banks pursuant to Section 9.1, all as
determined in accordance with GAAP consistently applied.

                  "Consolidated Current Liabilities" means all items classified
as current liabilities of Borrower and the Restricted Subsidiaries on the
consolidated financial statements delivered to the Banks pursuant to Section 9.1
other than any current portion of (i) the outstanding Loans and Letters of
Credit and (ii) Debt outstanding under this Agreement and outstanding Debt
permitted by Section 10.2(h) and (i), all as determined in accordance with GAAP
consistently applied.

                  "Consolidated Net Income" means with respect to any period,
net income of the Borrower and the Restricted Subsidiaries on a consolidated
basis (after adjustment for income taxes), determined in accordance with GAAP.

                  "Consolidated Net Worth" means, as of any date, the total
shareholders' equity of the Borrower and the Restricted Subsidiaries which
appears on the consolidated balance sheet of such Person as of such date,
determined in accordance with GAAP; excluding, however, (a) from total
shareholders' equity, mandatorily redeemable Preferred Stock of the Borrower or
a Restricted Subsidiary to the extent included in total shareholders' equity and
(b) Restricted Investments by the Borrower and the Restricted Subsidiaries in
any Unrestricted Subsidiaries.

                  "Contingent Liability" means (i) any agreement, undertaking or
arrangement by which any Person guarantees, endorses or otherwise becomes or is
contingently liable upon (by direct or indirect agreement, contingent or
otherwise, to provide funds for payment, to supply funds to, otherwise to invest
in, a debtor, or otherwise to assure a creditor against loss) the Debt,
obligation or any other liability of any other Person (other than by
endorsements of instruments in the ordinary course of collection), (ii)
obligations under surety, appeal or custom bonds, or (iii) guarantees of the
payment of dividends or other distributions upon the shares of or interest in
any other Person. The amount of any Person's obligation under any Contingent
Liability shall (subject to any limitations set forth therein) be deemed to be
the outstanding principal amount (or maximum principal amount, if larger) of the
Debt, obligation or other liability guaranteed thereby or, if applicable, such
lesser principal amount as is expressly stated to be the maximum principal
amount of such Person's obligation thereunder.

                  "Contractual Rent Expense" means, for any period as to the
Borrower and the Restricted Subsidiaries, all payments (whether computed monthly
or annually) due under Leases of real property (including those resulting from
sale-leaseback transactions), including, without limitation, Base Rent Expense
and payments for percentage rent, common-area maintenance,

                                      -7-

<PAGE>

insurance, and taxes and any other amounts recorded in such Person's books and
records in accordance with their customary practices as rent expense, whether
paid or accrued in the applicable period of calculation, but excluding
adjustments with respect to such payments required to be made in conformity with
GAAP for the purposes of accounting for graduated lease payments, calculated for
the four (4) immediately preceding fiscal quarterly periods; provided, with
respect to any acquisition of an Acquisition Target which results in the
requirement to provide pro forma financial information pursuant to Article 11 of
Regulation S-X (Reg Section 210.11.01, .02 and .03), Contractual Rent Expense of
the Acquisition Target for each full fiscal quarter included in the applicable
computation period prior to such Acquisition (including the fiscal quarter
during which it was acquired) shall be included, provided further that
Contractual Rent Expense of the Acquisition Target shall be adjusted for those
applicable items of contractual expense that will increase or decrease
subsequent to the date of Acquisition, such adjustments limited to those like
adjustments included in the pro forma financial statements provided in the Form
8-K filed with the Securities and Exchange Commission pursuant to Article 11 of
Regulation S-X.

                  "Control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or
otherwise. "Controlling" and "Controlled" have meanings correlative thereto.

                  "Debt" means (without duplication), for any Person:

                  (a) obligations of such Person for borrowed money (including
         obligations, contingent or otherwise, of such Person relative to the
         face amount of all letters of credit and letters of guaranty, whether
         drawn or undrawn, and banker's acceptances issued for the account of
         such Person);

                  (b) obligations of such Person evidenced by bonds, debentures,
         notes or similar instruments (but excluding sight drafts that evidence
         current account payables arising in the ordinary course of business
         which are not more than 90 days past due the original due date);

                  (c) obligations of such Person to pay the deferred purchase
         price of property or services (but excluding current accounts payable
         arising in the ordinary course of business which are not more than 90
         days past due the original due date);

                  (d) obligations secured by (or for which the holder of such
         obligations has an existing right, contingent or otherwise, to be
         secured by) a Lien on Property owned or being purchased by such Person
         (including obligations arising under conditional sales or other title
         retention agreements), whether or not such obligations shall have been
         assumed by such Person or is limited in recourse;

                  (e) Capital Lease Obligations;

                  (f) obligations under surety, appeal or custom bonds;

                  (g) Contingent Liabilities of such Person;

                                      -8-

<PAGE>

                  (h) obligations of such Person under or in connection with a
         Sale and Lease-Back Transaction or similar arrangements; and

                  (i) net obligations of such Person under Hedge Agreements (the
         amount of such obligations to be equal at any time to the termination
         value of such Hedge Agreement giving rise to such obligation that would
         be payable by such Person at such time).

                  Debt of any Person shall include the Debt of any other entity
(including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Person's ownership
interest in or other relationship with such entity, except to the extent the
terms of such Debt provide that such Person is not liable therefor.

                  "Debtor Laws" shall mean all applicable federal, state,
provincial or foreign liquidation, dissolution, winding-up, conservatorship,
bankruptcy, moratorium, arrangement, receivership, insolvency, reorganization,
or similar laws, or general equitable principles from time to time in effect
affecting the rights of creditors generally or providing for the relief of
debtors.

                  "Default" shall mean (i) any of the events specified in
Section 11, whether or not there has been satisfied any requirement in
connection with such event for the giving of notice, or the lapse of time, or
the happening of any further condition, event or act or (ii) any "Default" as
defined in the Canadian Term Loan Facility.

                  "Disqualified Capital Stock" means, with respect to any
Person, that portion of any class or series of Capital Stock of such Person
that, by its terms or by the terms of any security into which it is convertible
or exchangeable, is, or upon the happening of an event or passage of time would
be, required to be redeemed or repurchased (including at the option of the
holder), in whole or in part, or has, or upon the happening of an event or
passage of time would have, a redemption sinking fund or similar payment due, in
either case, on or prior to the Maturity Date.

                  "Dollar Equivalent Value" means, with respect to an amount of
any Canadian Dollars, an amount of Dollars into which the Agent determines that
it could, in accordance with its practice from time to time in the interbank
foreign exchange market, convert such amount of Canadian Dollars, determined by
using its applicable quoted spot rate on the date on which such equivalent is to
be determined pursuant to the provisions of this Agreement.

                  "Dollars" and "$" shall mean lawful currency of the United
States of America.

                  "Domestic Lending Office" shall mean, with respect to any
Bank, the office of such Bank specified as its "Domestic Lending Office"
opposite its name on Schedule I attached hereto and made a part hereof or such
other office of such Bank as such Bank may from time to time specify to the
Borrower and the Agent.

                  "Drawing" shall have the meaning set forth in Section
2.4(d)(ii) hereof.

                  "EBITDA" means, for any period, as to the Borrower and the
Restricted Subsidiaries, an amount equal to earnings before income taxes and
adjustment for extraordinary items, plus (a) depreciation and amortization, plus
(b) interest expense, plus, to the extent deducted in

                                      -9-

<PAGE>

determining earnings before extraordinary items, (c) other non-cash charges,
minus, to the extent added in determining earnings before extraordinary items,
(d) non-cash income, for the four (4) immediately preceding fiscal quarterly
periods; provided, with respect to any acquisition of an Acquisition Target
which results in the requirement to provide pro forma financial information
pursuant to Article 11 of Regulation S-X (Reg Section 210.11.01, .02 and .03),
EBITDA of the Acquisition Target for each full fiscal quarter included in the
applicable computation period prior to such Acquisition (including the fiscal
quarter during which it was acquired) shall be included, provided further that
EBITDA of the Acquisition Target shall be adjusted for those items of income and
expense that will increase or decrease subsequent to the date of Acquisition,
such adjustments limited to those adjustments included in the pro forma
financial statements provided in the Form 8-K filed with the Securities and
Exchange Commission pursuant to Article 11 of Regulation S-X.

                  "Environmental Lien" means a Lien in favor of a Governmental
Authority or other Person (a) for any liability under any Environmental
Protection Statute or (b) for damages arising from or costs incurred by such
Governmental Authority or other Person in response to a release or threatened
release of Hazardous Materials into the environment.

"Environmental Protection Statute" means (a) the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 (as amended by the Superfund
Amendments and Reauthorization Act of 1986, 42 U.S.C.A. Section 9601 et seq.),
as amended from time to time, and any and all rules and regulations issued or
promulgated thereunder ("CERCLA"); (b) the Resource Conservation and Recovery
Act (as amended by the Hazardous and Solid Waste Amendment of 1984, 42 U.S.C.A.
Section 6901 et seq.), as amended from time to time, and any and all rules and
regulations promulgated thereunder ("RCRA"); (c) the Clean Air Act, 42 U.S.C.A.
Section 7401 et seq., as amended from time to time, and any and all rules and
regulations promulgated thereunder; (d) the Clean Water Act of 1977, 33 U.S.C.A.
Section 1251 et seq., as amended from time to time, and any and all rules and
regulations promulgated thereunder; (e) the Toxic Substances Control Act, 15
U.S.C.A. Section 2601 et seq., as amended from time to time, and any and all
rules and regulations promulgated thereunder; or (f) any other federal or state
or provincial law, statute, rule or regulation enacted in connection with or
relating to the protection or regulation of the environment (including, without
limitation, those laws, statutes, rules and regulations regulating the disposal,
removal, production, storing, refining, handling, transferring, processing or
transporting of Hazardous Materials) and any rules and regulations issued or
promulgated in connection with any of the foregoing by any Governmental
Authority, and "Environmental Protection Statutes" means, collectively, each of
the foregoing.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, and the regulations promulgated and rulings
issued thereunder.

                  "ERISA Affiliate" means any subsidiary or trade or business
(whether or not incorporated) which is a member of a group of which the Borrower
is a member and which is under common control within the meaning of Section 414
of the Code and the rules and regulations thereunder.

                  "ERISA Event" means any of the following events: (a) a
"Reportable Event" described in Section 4043 of ERISA and the regulations issued
thereunder (other than a "Reportable Event" not subject to the provisions for
the thirty (30)-day notice to the PBGC under such

                                      -10-

<PAGE>

regulations), (b) the withdrawal of the Borrower from a Plan during a plan year
in which it was a "substantial employer" as defined in Section 4001(a)(2) of
ERISA or the incurrence of liability by the Borrower under Section 4064 of
ERISA, (c) the distribution of a notice of intent to terminate a Plan pursuant
to Section 4041(a)(2) of ERISA or the treatment of a Plan amendment as a
termination under Section 4041 of ERISA, (d) the institution of proceedings to
terminate a Plan by the PBGC, or (e) any other event or condition which might
constitute grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Plan.

                  "Eurodollar", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate plus the
Applicable Margin.

                  "Eurodollar Lending Office" shall mean, with respect to each
Bank, the office specified as such Bank's "Eurodollar Lending Office" opposite
its name on Schedule 1 attached hereto and made a part hereof (or, if no such
office is specified, its Domestic Lending Office) or such other office of such
Bank as such Bank may from time to time specify to the Borrower and the Agent.

                  "Eurodollar Loans" means Loans that bear interest at rates
based upon the Adjusted LIBO Rate plus the Applicable Margin.

                  "Event of Default" shall mean any of the events specified in
Section 11, provided that there has been satisfied any requirement in connection
with such event for the giving of notice, or the lapse of time, or the happening
of any further condition, event or act.

                  "Existing Credit Agreement" shall have the meaning set forth
in the preamble hereto.

                  "Expiration Date" shall mean the last day of an Interest
Period.

                  "Extension Election Date" means each anniversary date of the
date of this Agreement.

                  "Extension Request" has the meaning assigned to such term in
Section 4.10(a).

                  "Fair Market Value" shall mean (i) with respect to any asset
(other than cash) the price at which a willing buyer would buy and a willing
seller would sell, such asset in an arms' length transaction, and (ii) with
respect to cash, the amount of such cash.

                  "Federal Funds Effective Rate" means, for any day, the
weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published ion the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for
such day for such transactions received by the Agent from three Federal funds
brokers of recognized standing selected by it.

                                      -11-

<PAGE>

                  "Fiscal Year" means the Borrower's fifty-two (52) or
fifty-three (53) week fiscal year, which ends on the Saturday nearest January 31
in each calendar year; by way of example, references to "Fiscal 2002" shall mean
the fiscal year ended February 1, 2003.

                  "Fixed Charges" means, for any period as to the Borrower and
the Restricted Subsidiaries, and without duplication, an amount equal to the sum
of (a) cash interest expense plus (b) Contractual Rent Expense plus (c)
scheduled payments on Capital Leases plus (d) scheduled principal payments in
respect of any Debt (excluding Lease payments relating to Sale and Lease-Back
Transactions covered by clause (b) or (c) of this definition and excluding
scheduled principal payments on Debt permitted by Section 10.2(a) and Section
10.2(i) hereof) plus (e) cash dividends by the Borrower; calculated for the four
(4) immediately preceding fiscal quarterly periods.

                  "Foreign Bank" has the meaning assigned to such term in
Section 4.7(d).

                  "Future Plan" has the meaning specified in Section 9.1(h)
hereof.

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board and
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board, or in such other
statements by such other entity as may be in general use by significant segments
of the accounting profession, which are applicable to the circumstances as of
the date of determination.

                  "Governmental Approval" means any authorization, consent,
approval, license or exemption of, registration or filing with, or report or
notice to, any Governmental Authority.

                  "Governmental Authority" means any national, state,
provincial, county, municipal or other government, domestic or foreign, any
agency, board, bureau, commission, court, department or other instrumentality of
any such government, or any arbitrator.

                  "Governmental Requirement" means any law, statute, code,
ordinance, order, rule, regulation, judgment, decree, injunction, writ, edict,
franchise, permit, certificate, license, award, authorization or other
direction, guideline, or requirement of any Governmental Authority, including,
without limitation, any requirement under common law.

                  "Guaranty" has the meaning set forth in Section 9.7(a).

                  "Guarantor" means each Restricted Subsidiary which shall
execute and deliver a Guaranty (or any guaranty supplement) pursuant to Section
9.7.

                  "Hazardous Materials" means (a) any "hazardous waste" as
defined by RCRA; (b) any "hazardous substance" as defined by CERCLA; (c)
asbestos; (d) polychlorinated biphenyls; (e) any substance the presence of which
on any of the Borrower's or any Subsidiary's Properties is prohibited by any
Governmental Authority; (f) petroleum, including crude oil and any fraction
thereof, natural gas liquids, liquefied natural gas and synthetic gas useable
for fuel (or mixtures of natural gas and such synthetic gas); (g) drilling
fluids, produced waters and other wastes associated with the exploration,
development or production of crude oil, natural gas or geothermal energy; and

                                      -12-

<PAGE>

(h) any other substance which, pursuant to any Governmental Requirement,
requires special handling in its collection, storage, treatment or disposal.

                  "Hedge Agreements" means all interest rate swaps, caps or
collar agreements or similar arrangements dealing with interest rates or
currency exchange rates or the exchange of nominal interest obligations, either
generally or under specific contingencies, and all commodity price protection
agreements and commodity price hedging agreements.

                  "Hedging Obligations" of any Person means the obligations of
such Person pursuant to any Hedge Agreement.

                  "Highest Lawful Rate" shall mean, with respect to each Bank,
the maximum non-usurious interest rate, if any, that at any time or from time to
time may be contracted for, taken, reserved, charged, or received with respect
to the Obligations, due to such Bank pursuant to this Agreement or any other
Loan Document, under laws applicable to such Bank which are presently in effect,
or, to the extent allowed by law, under such applicable laws which may hereafter
be in effect and which allow a higher maximum non-usurious interest rate than
applicable laws now allow. To the extent required by applicable law in
determining the Highest Lawful Rate with respect to any Bank as of any date,
there shall be taken into account the aggregate amount of all payments and
charges theretofore charged, reserved or received by such Bank hereunder or
under the other Loan Documents which constitute or are deemed to constitute
interest under applicable law.

                  "Houston Distribution Center" means the real property of the
Borrower located in Harris County, Texas and commonly referred to by it as the
"Bellfort Distribution Facility Center", including additional real property from
time to time acquired in connection therewith, and the improvements, fixtures
and similar property from time to time located thereon or used in connection
therewith, which improved real property is used or intended for use in
connection with the business activities of the Borrower and its Subsidiaries
which are permitted by Section 10.9.

                  "Increasing Bank" has the meaning assigned to such term in
Section 4.9.

                  "Information Memorandum" means the Confidential Information
Memorandum dated November, 2002 relating to the Borrower and the Transactions as
amended.

                  "Intercreditor Agreement" means the Intercreditor Agreement of
even date herewith among the Collateral Agent (as defined therein), the Agent,
the Borrower, the agent under the Canadian Term Loan Facility, and the other
parties thereto, as amended from time to time.

                  "Intercompany Credit Agreements" shall mean, collectively, (i)
that certain Credit Agreement dated as of February 10, 1999, between the Term
Borrower and Moores Retail Group Inc. and the term note in the amount of
C$75,000,000 issued thereunder, and (ii) the term notes dated as of February 10,
1999 issued by Golden Brand Clothing (Canada) Ltd. and Moores The Suit People
Inc. to Moores Retail Group Inc. in the respective amounts of C$50,000,000 and
C$25,000,000; as each may be amended, modified or supplemented from time to time
in relation to the terms of the Canadian Term Loan Facility.

                                      -13-

<PAGE>

                  "Interest Payment Date" means (a) with respect to any ABR Loan
(other than a Swingline Loan), the last day of each March, June, September and
December, (b) with respect to any Eurodollar Loan, the last day of the Interest
Period applicable to the Borrowing of which Loan is a part and, in the case of a
Eurodollar Borrowing with an Interest Period of more than three months'
duration, each day prior to the last day of such Interest Period that occurs at
intervals of three months' duration after the first day of such Interest Period,
and (c) with respect to any Swingline Loan, the day that such Loan is required
to be repaid.

                  "Interest Period" means with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter, as the Borrower may elect, provided, that (i) if any
Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day and (ii) any
Interest Period that commences on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the last
calendar month of such Interest Period) shall end on the last Business Day of
the last calendar month of such Interest Period. For purposes hereof, the date
of a Borrowing initially shall be the date on which such Borrowing is made and,
in the case of a Revolving Borrowing, thereafter shall be the effective date of
the most recent conversion or continuation of such Borrowing.

                  "Inventory" means the "inventory" (as that term is defined by
and within the meaning of GAAP) of the Borrower and any Restricted Subsidiary
including, without limitation, merchandise in transit and piece goods in the
possession of manufacturers.

                  "Investment" of any Person means any investment so classified
under GAAP, and, whether or not so classified, includes (a) any direct or
indirect loan or advance made by it to any other Person, whether by means of
stock purchase, loan, advance or otherwise, (b) any capital contribution to any
other Person, and (c) any ownership or similar interest in any other Person.

                  "Issuing Bank" shall mean (i) JPMorgan Chase or any Affiliate
thereof, and (ii) any other Bank or any Affiliate thereof agreed to by the
Borrower, the Agent, the Issuing Bank and such other Bank, in each case, in its
capacity as an issuer of Letters of Credit hereunder.

                  "Law" means any federal, state, provincial or local law,
statute, ordinance, code, rule, regulation, license, permit, authorization,
decision, order, injunction or decree, domestic or foreign.

                  "LC Disbursement" means a payment made by the Issuing Bank
pursuant to a Letter of Credit.

                  "LC Exposure" means, at any time, the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate amount of all LC Disbursements that have not yet been reimbursed
(including, without limitation, reimbursed pursuant to Loans made pursuant to
the terms hereof) by or on behalf of the Borrower at such time. The LC Exposure
of any Bank at any time shall be its Pro Rata Percentage of the total LC
Exposure at such time.

                                      -14-

<PAGE>

                  "Lease" means, as to any Person, any operating lease other
than a Capital Lease of any Property (whether real, personal or mixed) by that
Person as a lessee, together with all renewals, extensions and options thereon.

                  "Letter of Credit" shall have the meaning specified in Section
2.4(a).

                  "Letter of Credit Request" shall have the meaning specified in
Section 2.4(b).

                  "LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, the rate appearing on Page 3750 of the Dow Jones Market
Service (or on any successor or substitute page of such Service, or any
successor to or substitute for such Service, providing rate quotations
comparable to those currently provided on such page of such Service, as
determined by the Agent from time to time for purposes of providing quotations
of interest rates applicable to dollar deposits in the London interbank market)
at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the "LIBO Rate" with respect to such
Eurodollar Borrowing for such Interest Period shall be the rate at which dollar
deposits of $5,000,000 and for a maturity comparable to such Interest Period are
offered by the principal London office of the Agent in immediately available
funds in the London interbank market at approximately 11:00 a.m., London time,
two Business Days prior to the commencement of such Interest Period.

                  "Lien" means, with respect to any asset, (a) any mortgage,
deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in, on or of such asset, (b) the interest of a vendor or a lessor under
any conditional sale agreement, capital lease or title retention agreement (or
any financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.

                  "Loan" or "Loans" shall mean a Loan or Loans, respectively, as
the case may be, from the Banks to the Borrower made under this Agreement.

                  "Loan Documents" shall mean this Agreement, the Letters of
Credit, the Applications, the Guarantees, the Pledge Agreement, the Specified
Hedge Agreements and all instruments, certificates and agreements now or
hereafter executed or delivered to the Agent, the Issuing Bank, or any Bank (or,
in the case of any Specified Hedge Agreement, any Affiliate of any Bank)
pursuant to any of the foregoing and the transactions connected therewith, and
all amendments, modifications, renewals, extensions, increases and
rearrangements of, and substitutions for, any of the foregoing.

                  "Majority Banks" means, at any time, Banks having Revolving
Credit Exposures and unused Commitments representing at least 51% of the sum of
the total Revolving Credit Exposures and unused Commitments at such time.

                  "Margin Stock" shall have the meaning assigned to such term in
Regulation U.

                  "Material Adverse Effect" means any material adverse effect on
(a) the business, properties, operations or condition (financial or otherwise)
of the Borrower and its Restricted

                                      -15-

<PAGE>

Subsidiaries, taken as a whole or (b) the ability of the Borrower or any
Restricted Subsidiary to perform its respective obligations under this
Agreement, or any other Loan Document to which it is a party on a timely basis
or (c) the validity or enforceability of any of the Loan Documents or the rights
or remedies of the Agent and the Banks.

                  "Maturity Date" shall mean (i) initially, February 4, 2006,
and (ii) thereafter, any later date established pursuant to Section 4.10, if
any.

                  "Multiemployer Plan" means a "multiemployer plan" as defined
in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is
making or accruing or has made or accrued an obligation to make contributions.

                  "Multiple Employer Plan" means a single employer plan, as
defined in Section 4001(a)(15) of ERISA, which (i) is maintained for employees
of the Borrower or an ERISA Affiliate and at least one entity other than the
Borrower or an ERISA Affiliate or (ii) was so maintained and in respect of which
the Borrower or an ERISA Affiliate could have liability under Section 4064 or
4069 of ERISA in the event such plan has been or were to be terminated.

                  "Negative Adjustment Amount" means, as of each Adjustment
Date, the amount of interest due and payable under the Canadian Term Loan
Facility.

                  "Non-Extending Bank" has the meaning assigned to such term in
Section 4.10(c).

                  "Non-Guaranteeing Restricted Subsidiary" shall have the
meaning set forth in Section 9.7.

                  "Notice of Borrowing" shall have the meaning set forth in
Section 2.2(a) hereof.

                  "Notice of Rate Change/Continuation" shall have the meaning
set forth in Section 3.1(a)(ii).

                  "Obligations" means the collective reference to the unpaid
principal of and interest on the Loans and Letter of Credit reimbursement
obligations and all other obligations and liabilities of the Borrower or any
Subsidiary (including, without limitation, interest accruing at the then
applicable rate provided in this Agreement after the maturity of the Loans and
Letter of Credit reimbursement obligations and interest accruing at the then
applicable rate provided in this Agreement after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to the Borrower or any Subsidiary, whether or not a claim
for post-filing or post-petition interest is allowed in such proceeding) to the
Agent or any Bank (or, in the case of any Specified Hedge Agreement, any
Affiliate of any Bank), whether direct or indirect, absolute or contingent, due
or to become due, or now existing or hereafter incurred, which may arise under,
out of, or in connection with, this Agreement or any other Loan Documents, in
each case whether on account of principal, interest, guarantee obligations,
reimbursement obligations, fees, indemnities, costs, expenses or otherwise
(including, without limitation, all fees and disbursements of counsel to the
Agent or any Bank that are required to be paid by the Borrower or any Subsidiary
pursuant to the terms of any of the foregoing agreements).

                                      -16-

<PAGE>

                  "Officer's Certificate" shall mean a certificate signed in the
name of the Borrower by a Responsible Officer.

                  "Other Taxes" shall have the meaning set forth in Section
4.7(b).

                  "PBGC" means the Pension Benefit Guaranty Corporation.

                  "PBGC Plan" means any Plan subject to Title IV of ERISA or
Section 412 of the Code.

                  "Percentage Usage" shall mean, as of any date, the quotient
(expressed as a percentage) obtained by dividing the total Revolving Credit
Exposure at the close of business on such date by the Commitments at the close
of business on such date.

                  "Permitted Business" shall have the meaning set forth in
Section 10.13.

                  "Permitted Debt" shall have the meaning set forth in Section
10.2 hereof.

                  "Permitted Liens" means:

                  (a) Liens for current taxes, assessments or other governmental
         charges which are not delinquent or remain payable without any penalty,
         or the validity or amount of which is contested in good faith by
         appropriate proceedings; provided however, that any right to seizure,
         levy, attachment, sequestration, foreclosure or garnishment with
         respect to Property of the Borrower or any Subsidiary by reason of such
         Lien has not matured, or has been and continues to be effectively
         enjoined or stayed;

                  (b) nonconsensual Liens imposed by operation of law,
         including, without limitation, landlord Liens (including consensual
         landlord Liens) for rent not yet due and payable, and Liens for
         materialmen, mechanics, warehousemen, carriers, employees, workmen,
         repairmen, current wages or accounts payable not yet delinquent and
         arising in the ordinary course of business; provided, however, that any
         right to seizure, levy, attachment, sequestration, foreclosure or
         garnishment with respect to Property of the Borrower or any Subsidiary
         by reason of such Lien has not matured, or has been, and continues to
         be, effectively enjoined or stayed;

                  (c) easements, rights-of-way, restrictions and other similar
         Liens or imperfections to title arising in the ordinary course of
         business that do not secure any Debt and which do not materially
         interfere with the occupation, use and enjoyment by the Borrower or any
         Subsidiary of the Property encumbered thereby or materially impair the
         value of such Property subject thereto;

                  (d) Liens (other than any Lien imposed by ERISA) incurred or
         deposits made in the ordinary course of business (i) in connection with
         workers' compensation, unemployment insurance and other types of social
         security, or (ii) to secure the performance of tenders, statutory
         obligations, surety and appeal bonds, bids, leases, performance or
         payment bonds, purchase, construction or sales contracts and other
         similar obligations, in each case not

                                      -17-

<PAGE>

         incurred or made in connection with the borrowing of money, the
         obtaining of advances or credit or the payment of the deferred purchase
         price of property;

                  (e) Liens arising out of or in connection with any litigation
         or other legal proceeding which are being contested in good faith by
         appropriate proceedings; provided however, (i) any right to seizure,
         levy, attachment, sequestration, foreclosure or garnishment with
         respect to Property of the Borrower or any Subsidiary by reason of such
         Lien has not matured or has been, and continues to be, effectively
         enjoined or stayed, and (ii) no Event of Default exists under Section
         11.8 relating thereto; and

                  (f) UCC protective filings (or similar personal property
         security filings in any province of Canada) with respect to personal
         property leased to the Borrower or any Subsidiary under operating
         leases.

                  "Person" shall mean an individual, partnership, joint venture,
corporation, joint stock company, bank, trust, unincorporated organization
and/or a government or any department or agency thereof.

                  "Plan" means any employee benefit plan within the meaning of
Section 3(3) of ERISA, other than a Multiemployer Plan, maintained by the
Borrower or any ERISA Affiliate.

                  "Pledge Agreement" has the meaning set forth in Section 9.7(b)
hereof.

                  "Pledgors" means the pledgors party to the Pledge Agreement.

                  "Positive Adjustment Amount" means, as of each Adjustment
Date, the amount of interest which would have been due as of such date under the
Canadian Term Loan Facility if the Applicable Margin thereunder were calculated
on the same basis as the Applicable Margin for Eurodollar Loans set forth
herein.

                  "Preferred Stock" means any class or series of Capital Stock
of a Person which is entitled to a preference or priority over any other class
or series of Capital Stock of such Person with respect to any distribution of
such Person's assets, whether with respect to dividends, or upon liquidation or
dissolution, or both.

                  "Prime Rate" means the rate of interest per annum publicly
announced from time to time by JPMorgan Chase Bank as its prime rate in effect
at its principal office in New York City; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

                  "Property" or "Properties" shall mean any interest or right in
any kind of property or assets, whether real, personal, or mixed, owned or
leased, tangible or intangible, and whether now held or hereafter acquired.

                  "Pro Rata Percentage" shall mean with respect to any Bank, a
fraction (expressed as a percentage), the numerator of which shall be the amount
of such Bank's Commitment and the

                                      -18-

<PAGE>

denominator of which shall be the aggregate amount of all the Commitments of the
Banks, as adjusted from time to time in accordance with Section 4.8 and Section
4.9.

                  "Register" shall have the meaning set forth in Section
13.10(b).

                  "Related Facilities" means, collectively, (i) the Canadian
Term Loan Facility and (ii) the facility or facilities, as applicable,
evidencing the Debt permitted by Section 10.2(i).

                  "Replacement Bank" has the meaning assigned to such term in
Section 4.10(c).

                  "Responsible Officer" means the Chairman of the Board,
President, any Vice President, the Treasurer, Assistant Treasurer of the
Borrower.

                  "Restricted Investments" shall have the meaning set forth in
Section 10.5.

                  "Restricted Payments" shall have the meaning set forth in
Section 10.3.

                  "Restricted Subsidiary" shall mean the Subsidiaries designated
as Restricted Subsidiaries on Schedule 7.17 attached hereto, together with any
Subsidiary hereafter created or acquired and, at the time of creation or
acquisition, not designated by the Board of Directors of the Borrower as an
Unrestricted Subsidiary. Any Subsidiary designated as an Unrestricted Subsidiary
for purposes of this Agreement may thereafter be designated as a Restricted
Subsidiary (upon approval by the Board of Directors of the Borrower) upon 30
days' prior written notice to the Agent if, at the time of such designation and
after giving effect thereto and after giving effect to the concurrent retirement
of any Debt, (i) no Event of Default or Default shall have occurred and be
continuing, (ii) such Subsidiary is organized under the laws of Canada, the
United Kingdom or the United States or any state or province thereof, (iii)
(except for directors' qualifying shares, and as otherwise provided in Section
10.10) 100% of each class of voting stock or other equity interests outstanding
of such Subsidiary is owned by the Borrower or a wholly-owned Restricted
Subsidiary, and (iv) the Borrower and such Subsidiary shall have complied with
Section 9.7. Except for director's qualifying shares and except as otherwise
provided in Section 10.10, each Restricted Subsidiary shall be directly or
indirectly wholly-owned by the Borrower. Any designation that fails to comply
with the terms of this definition shall be null and void and of no effect
whatsoever. Upon such designation, the Borrower shall deliver to the Agent of a
certified copy of the resolution giving effect to such designation and an
Officer's Certificate certifying that such designation complied with the
foregoing conditions.

                  "Revolving Credit Exposure" means, with respect to any Bank at
any time, the sum of the outstanding principal amount of such Bank's Revolving
Loans and its LC Exposure and Swingline Exposure at such time.

                  "Revolving Loan" means a Loan made pursuant to Section 2.1.

                  "Sale and Lease-Back Transaction" of any Person means any
arrangement entered into by such Person or any Subsidiary of such Person,
directly or indirectly, whereby such Person or any Subsidiary of such Person
shall sell or transfer any property, whether now owned or hereafter acquired,
and whereby such Person or any Subsidiary of such Person shall then or
thereafter rent or

                                      -19-

<PAGE>

lease as lessee such property or any part thereof or other property which such
Person or any Subsidiary of such Person intends to use for substantially the
same purpose or purposes as the property sold or transferred.

                  "Securities Act" shall have the meaning set forth in Section
13.1.

                  "Specified Hedge Agreement" means any Hedge Agreement entered
into by the Borrower and any Bank or Bank Affiliate related to interest rates
under this Agreement.

                  "Similar Businesses" shall have the meaning set forth in
Section 7.18.

                  "Stated Amount" shall mean, as to each Letter of Credit, at
any time, the maximum amount then available to be drawn thereunder (without
regard to whether any conditions to drawing could then be met).

                  "Statutory Reserve Rate" means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board to which the Agent is subject (a) with
respect to the Base CD Rate, for new negotiable nonpersonal time deposits in
dollars of over $100,000 with maturities approximately equal to three months and
(b) with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently
referred to as "Eurocurrency Liabilities" in Regulation D of the Board). Such
reserve percentages shall include those imposed pursuant to such Regulation D.
Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be
subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Bank under
such Regulation D or any comparable regulation. The Statutory Reserve Rate shall
be adjusted automatically on and as of the effective date of any change in any
reserve percentage.

                  "Subscription Agreement" means that certain Subscription
Agreement dated as of February 10, 1999 between Moores Retail Group Inc. and
Golden Moores Finance Company, as amended, modified or supplemented from time to
time in accordance with the terms of the Canadian Term Loan Facility.

                  "Subsidiary" means, with respect to any Person (the "parent")
at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with
those of the parent in the parent's consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, limited liability company, partnership,
association or other entity (a) of which securities or other ownership interests
representing more than 50% of the equity or more than 50% of the ordinary voting
power or, in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held, or (b) that is, as of
such date, otherwise Controlled, by the parent or one or more subsidiaries of
the parent or by the parent and one or more subsidiaries of the parent.

                                      -20-

<PAGE>

                  "Swingline Exposure" means, at any time, the aggregate
principal amount of all Swingline Loans outstanding at such time. The Swingline
Exposure of any Bank at any time shall be its Pro Rata Percentage of the total
Swingline Exposure at such time.

                  "Swingline Bank" means JPMorgan Chase Bank, in its capacity as
Bank of Swingline Loans hereunder.

                  "Swingline Loan" means a Loan made pursuant to Section 2.3.

                  "Taxes" shall have the meaning set forth in Section 4.7(a).

                  "Term Borrower" means Golden Moores Finance Company.

                  "Term Lenders" means the "Banks" as defined in the Canadian
Term Loan Facility.

                  "Three-Month Secondary CD Rate" means, for any day, the
secondary market rate for three-month certificates of deposit reported as being
in effect on such day (or, if such day is not a Business Day, the next preceding
Business Day) by the Board through the public information telephone line of the
Federal Reserve Bank of New York (which rate will, under the current practices
of the Board, be published in Federal Reserve Statistical Release H.15(519)
during the week following such day) or, if such rate is not so reported on such
day or such next preceding Business Day, the average of the secondary market
quotations for three-month certificates of deposit of major money center banks
in New York City received at approximately 10:00 a.m., in New York City time, on
such day (or, if such day is not a Business Day, on the next preceding Business
Day) by the Agent from three negotiable certificate of deposit dealers of
recognized standing selected by it.

                  "Total Funded Debt" means, at any time as to the Borrower and
the Restricted Subsidiaries, and without duplication, an amount equal to the sum
of (a) the aggregate principal amount of all Loans outstanding on such date plus
(b) the aggregate principal amount of drawings under letters of credit issued
hereunder and under the Related Facilities which have not then been reimbursed
pursuant to Section 2.4 hereof and thereunder, as applicable, plus (c) the
aggregate principal amount of all other outstanding Debt of the Borrower and the
Restricted Subsidiaries of the type described in clauses (a)-(d) of the
definition of "Debt" (excluding any undrawn amounts under outstanding letters of
credit).

                  "Transactions" means the execution, delivery and performance
of the Loan Documents by the parties thereto, the borrowing of the Loans, and
the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

                  "Type", when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Adjusted LIBO Rate or the
Alternate Base Rate.

                  "Unrestricted Subsidiary" shall mean each Subsidiary
designated as an Unrestricted Subsidiary on Schedule 7.17 attached hereto,
together with any Subsidiary which is hereafter designated by the Board of
Directors of the Borrower as an Unrestricted Subsidiary, and in each case and
without further action or qualification, any Subsidiary of such Subsidiary so
designated as an

                                      -21-

<PAGE>

Unrestricted Subsidiary. Any Subsidiary may be designated an Unrestricted
Subsidiary (upon approval by the Board of Directors of the Borrower) upon 30
days' prior written notice to the Agent if, at the time of such designation and
after giving effect thereto and after giving effect to the concurrent retirement
of any Debt, (i) no Event of Default or Default shall have occurred and be
continuing, (ii) such Subsidiary does not own, directly or indirectly, any Debt
or Capital Stock of, or other equity interest in, the Borrower or a Restricted
Subsidiary, (iii) such Subsidiary does not own or hold any Lien on any property
of the Borrower or any Restricted Subsidiary, (iv) such Subsidiary is not
liable, directly or indirectly, with respect to any Debt other than Unrestricted
Subsidiary Indebtedness, and (v) such designation would be permitted by Section
10.2 and 10.5. Upon such designation, the Borrower shall deliver to the Agent of
a certified copy of the resolution giving effect to such designation and an
Officer's Certificate certifying that such designation complied with the
foregoing conditions. The aggregate consideration paid in connection with the
Acquisition of any Person (plus, without duplication, assumed Debt) thereafter
designated as an Unrestricted Subsidiary shall be considered an Investment in
such Unrestricted Subsidiary equal to such amount.

                  "Unrestricted Subsidiary Indebtedness" of any Person means
Debt of such Person (a) as to which neither the Borrower nor any Restricted
Subsidiary is directly or indirectly liable (by virtue of the Borrower's or such
Restricted Subsidiary's being the primary obligor, or guarantor of, or otherwise
contractually liable in any respect on, such Debt), (b) which, upon the
occurrence of a default with respect thereto, does not result in, or permit any
holder of any Debt of the Borrower or any Restricted Subsidiary to declare, a
default on such Debt of the Borrower or any Restricted Subsidiary and (c) which
is not secured by any assets of the Borrower or of any Restricted Subsidiary.

                  "Unused Commitment" shall mean, as to each Bank, an amount
equal to such Bank's Commitment minus such Bank's Revolving Credit Exposure at
such time.

         2.       THE CREDITS.

                  2.1.     REVOLVING LOANS.

                  (a)      Upon the terms and conditions and relying upon the
representations and warranties herein set forth, each Bank severally agrees to
make Revolving Loans to the Borrower denominated in Dollars, from time to time
on any one or more Business Days during the Availability Period in an aggregate
principal amount that will not result in (i) such Bank's Revolving Credit
Exposure exceeding such Bank's Commitment, or (ii) the sum of the total
Revolving Credit Exposure exceeding the total Commitment. Within such limits and
during such period and subject to the terms and conditions of this Agreement,
the Borrower may borrow, repay and reborrow Revolving Loans hereunder.

                  (b)      The Borrower confirms and acknowledges its
obligations to pay all amounts outstanding under the Existing Credit Agreement
and permanently terminate the commitments thereunder on the Closing Date, and
the Borrower covenants and agrees that a portion of the proceeds of the initial
Borrowings under this Agreement shall be used to pay all principal and accrued
interest (if any) and all other amounts outstanding under the Existing Credit
Agreement.

                                      -22-

<PAGE>

                  (c)      Each Bank shall, before 12:00 Noon (Houston time) on
the Borrowing Date, make available for the account of its Applicable Lending
Office to the Agent at the Agent's Domestic Lending Office, in immediately
available funds, its Pro Rata Percentage of such Borrowing; provided that
Swingline Loans shall be made as provided in Section 2.3. After the Agent's
receipt of such funds and upon fulfillment of the applicable conditions set
forth in Section 8, on the Borrowing Date the Agent shall make the Borrowing
available to the Borrower at its Domestic Lending Office in immediately
available funds; provided that ABR Revolving Loans made to refinance the
reimbursement of an LC Disbursement as provided in Section 2.4(d) shall be
remitted by the Agent to the Issuing Bank. Any deposit to the Borrower's demand
deposit account by the Agent pursuant to a request (whether written or oral)
believed by the Agent to be an authorized request by the Borrower for a Loan
hereunder shall be deemed to be a Loan hereunder for all purposes with the same
effect as if the Borrower had in fact requested the Agent to make such Loan.

                  2.2.     BORROWING PROCEDURE FOR REVOLVING LOANS.

                  (a)      Each Borrowing of Revolving Loans by the Borrower
hereunder shall be (i) in the case of any Eurodollar Loan, in an aggregate
amount of not less than $3,000,000 or an integral multiple of $1,000,000 in
excess thereof; or (ii) in the case of any ABR Loan, in an aggregate amount of
not less than $1,000,000 or an integral multiple of $500,000 in excess thereof;
provided that an ABR Borrowing may be in an aggregate amount that is equal to
the entire issued balance of the total Commitments or that is required to
finance the reimbursement of an LC Disbursement as contemplated in Section
2.4(d). Each Revolving Loan shall be made upon prior written notice from the
Borrower to the Agent in the form of Exhibit A hereto (the "Notice of
Borrowing") delivered to the Agent not later than 10:00 a.m. (Houston time) at
least (i) three Business Day prior to the Borrowing Date, if such borrowing
consists of Eurodollar Loans; and (ii) on the requested Borrowing Date, if such
borrowing consists of ABR Loans. Each Notice of Borrowing shall be irrevocable
and shall specify (i) the amount of the proposed Borrowing and of each Revolving
Loan comprising a part thereof; (ii) the Borrowing Date; (iii) the Type of
Revolving Loan requested; (iv) with respect to any Eurodollar Loan, the Interest
Period with respect to each such Revolving Loan and the Expiration Date of each
such Interest Period (provided, that there shall not be more than seven (7)
Interest Periods in effect at any one time under this Agreement); and (v) the
demand deposit account of the Borrower at the Agent's Domestic Lending Office
with which the proceeds of the borrowing are to be deposited. If no election as
to the Type of Revolving Borrowing is specified, then the requested Revolving
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurodollar Revolving Borrowing, then the Borrower shall
be deemed to have selected an Interest Period of one month's duration. Promptly
upon its receipt of a Notice of Borrowing, the Agent shall deliver by
telefacsimile a copy thereof to each Bank. The Borrower may give the Agent
telephonic notice by the required time of any proposed borrowing under this
Section 2.2(a); provided, that such telephonic notice shall be promptly
confirmed in writing by delivery to the Agent of a Notice of Borrowing. Neither
the Agent nor any Bank shall incur any liability to the Borrower in acting upon
any telephonic notice referred to above which the Agent believes in good faith
to have been given by the Borrower or for otherwise acting in good faith under
this Section 2.2(a).

                                      -23-

<PAGE>

                  (b)      Unless the Agent shall have received notice from a
Bank (which must be received, except in the case of ABR Loans, at least one
Business Day prior to the date of any Borrowing) that such Bank will not make
available to the Agent such Bank's Pro Rata Percentage of such Borrowing as and
when required hereunder, the Agent may assume that such Bank has made such
portion available to the Agent on the date of such Borrowing in accordance with
Section 2.1(c), and the Agent may (but shall not be so required), in reliance
upon such assumption, make available to the Borrower on such date a
corresponding amount. The Agent shall give notice to the Borrower of any notice
the Agent receives under this Section 2.2(b), provided that the Agent shall not
be liable for the failure to give such notice. If and to the extent any Bank
shall not have made its full amount available to the Agent in immediately
available funds and the Agent in such circumstances has made available to the
Borrower such amount, that Bank shall on the Business Day following such
Borrowing Date make such amount available to the Agent, together with interest
at the Federal Funds Effective Rate for each day during such period. A notice of
the Agent submitted to any Bank with respect to amounts owing under this
subsection (b) shall be conclusive, absent manifest error. If such amount is so
made available, such payment to the Agent shall constitute such Revolving Bank's
Loan on the date of Borrowing for all purposes of this Agreement. If such amount
is not made available to the Agent on the Business Day following the Borrowing
Date, the Agent will notify the Borrower by the next succeeding Business Day of
such failure to fund and, upon demand by the Agent, the Borrower shall pay such
amount to the Agent for the Agent's account, together with interest thereon for
each day elapsed since the date of such Borrowing, at a rate per annum equal to
the interest rate applicable at the time to the Revolving Loans comprising such
Borrowing.

                  (c)      Each Revolving Loan shall be made as part of a
Borrowing consisting of Revolving Loans made by the Banks ratably in accordance
with their respective Commitments. The failure of any Bank to make any Loan to
be made by it as part of any Borrowing shall not relieve any other Bank of its
obligation, if any, hereunder to make its Loan on the date of such Borrowing;
provided that the Commitments of the Banks are several and no Bank shall be
responsible for the failure of any other Bank to make any Loan to be made by
such other Bank on the date of any Borrowing.

                  2.3.     SWINGLINE LOANS.

                  (a)      Subject to the terms and conditions set forth herein,
the Swingline Bank agrees to make Swingline Loans to the Borrower from time to
time during the Availability Period, in an aggregate principal amount at any
time outstanding that will not result in (i) the aggregate principal amount of
outstanding Swingline Loans exceeding $5,000,000 or (ii) the sum of the total
Revolving Credit Exposures exceeding the total Commitments; provided that the
Swingline Bank shall not be required to make a Swingline Loan to refinance an
outstanding Loan. Each Swingline Loan shall be in an amount that is an integral
multiple of $1,000,000 and not less than $1,000,000. Within the foregoing limits
and subject to the terms and conditions set forth herein, the Borrower may
reborrow, prepay and reborrow Swingline Loans.

                  (b)      To request a Swingline Loan, the Borrower shall
notify the Agent of such request by telephone (confirmed by telecopy), not later
than 12:00 noon, Houston time, on the day of a proposed Loan. Each such notice
shall be irrevocable and shall specify the requested date (which shall be a
Business Day) and amount of the requested Swingline Loan. The Agent will
promptly

                                      -24-

<PAGE>

advise the Swingline Bank of any such notice received from the Borrower. The
Swingline Bank shall make each Swingline Loan available to the Borrower by means
of a credit to the general deposit account of the Borrower with the Swingline
Bank (or, in the case of a Swingline Loan made to finance the reimbursement of
an LC Disbursement as provided in Section 2.4(d), by remittance to the Issuing
Bank) by 3:00 p.m., Houston time, on the requested date of such Swingline Loan.

                  (c)      The Swingline Bank may, at its option by written
notice given to the Agent not later than 10:00 a.m., Houston time, on any
Business Day require the Banks to acquire participations on such Business Day in
all or a portion of the Swingline Loans outstanding; provided, however, the
Swingline Bank shall not be permitted to give such notice if it has received
prior written notice from the Agent or the Borrower notifing the Borrower and
the Banks that a Default or Event of Default then exists. Such notice from the
Swingline Bank shall specify the aggregate amount of Swingline Loans in which
Banks will participate. Promptly upon receipt of such notice from the Swingline
Bank, the Agent will give notice thereof to each Bank, specifying in such notice
such Bank's Pro Rata Percentage of such Swingline Loan or Loans. Each Bank
hereby absolutely and unconditionally agrees, upon receipt of such notice from
the Agent properly delivered as provided above, to pay to the Agent, for the
account of the Swingline Bank, such Bank's Pro Rata Percentage of such Swingline
Loan or Loans. Each Bank acknowledges and agrees that upon receipt of such
notice properly delivered its obligation to acquire participations in Swingline
Loans pursuant to this paragraph is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including the occurrence and
continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever. Each Bank shall comply with its obligation under this
paragraph by wire transfer of immediately available funds, in the same manner as
provided in Section 2.1(c) with respect to Loans made by such Bank (and Section
2.1(c) and 2.2(b) shall apply, mutatis mutandis, to the payment obligations of
the Banks), and the Agent shall promptly pay to the Swingline Bank the amounts
so received by it from the Banks. The Agent shall notify the Borrower of any
participations in any Swingline Loan acquired pursuant to this paragraph, and
thereafter payments in respect of such Swingline Loan shall be made to the Agent
and not to the Swingline Bank. Any amounts received by the Swingline Bank from
the Borrower (or other party on behalf of the Borrower) in respect of a
Swingline Loan after receipt by the Swingline Bank of the proceeds of a sale of
participations therein shall be promptly remitted to the Agent; any such amounts
received by the Agent shall be promptly remitted by the Agent to the Banks that
shall have made their payments pursuant to this paragraph and to the Swingline
Bank, as their interests may appear; provided that any such payment so remitted
shall be repaid to the Swingline Bank or to the Agent, as applicable, if and to
the extent such payment is required to be refunded to the Borrower for any
reason. The purchase of participations in a Swingline Loan pursuant to this
paragraph shall not relieve the Borrower of any default in the payment thereof.

                  2.4.     LETTERS OF CREDIT.

                  (a)      General. Subject to and upon the terms and conditions
herein set forth, including, without limitation, the applicable terms and
conditions set forth in Section 8 hereof, the Issuing Bank agrees that it will,
at any time and from time to time on or after the Closing Date following its
receipt of a Letter of Credit Request, issue for the account of the Borrower, in
the name of the Borrower or any Restricted Subsidiary, one or more irrevocable
standby or commercial letters

                                      -25-

<PAGE>

of credit (all such letters of credit collectively, the "Letters of Credit");
provided, that the Issuing Bank shall not issue, amend, renew or extend any
Letter of Credit if at the time of such issuance, amendment, renewal or
extension:

                  (i)      any order, judgment or decree of any governmental
         authority or arbitrator shall purport by its terms to enjoin or
         restrain the Issuing Bank from issuing, amending, renewing or extending
         such Letter of Credit or any requirement of Law applicable to the
         Issuing Bank or any request or directive (whether or not having the
         force of law) from any governmental authority with jurisdiction over
         the Issuing Bank shall prohibit, or request that the Issuing Bank
         refrain from, the issuance, amendment, renewal or extension of letters
         of credit generally; or

                  (ii)     the total Revolving Credit Exposure would exceed the
         total Commitments; or

                  (iii)    the LC Exposure shall be greater than an amount which
         when added to the LC Exposure would exceed $30,000,000; or

                  (iv)     the expiry date, or, in the case of any Letter of
         Credit containing an expiry date that is extendible at the option of
         the Issuing Bank, the initial expiry date of such Letter of Credit, is
         a date that is later than the earlier of (y) twelve (12) months from
         the issuance date (or in the case of any renewal or extension, twelve
         (12) months after such renewal or extension) or (z) five (5) Business
         Days prior to the Maturity Date.

                  The Issuing Bank shall not renew, amend or extend nor permit
the renewal, amendment or extension, of any Letter of Credit if any of the
conditions precedent set forth in Section 8 are not satisfied. No Letter of
Credit may be issued, or remain outstanding, for the benefit of an Unrestricted
Subsidiary.

                  (b)      Letter of Credit Requests.

                  (i)      Whenever the Borrower desires that a Letter of Credit
         be issued for its account or that an existing expiry date shall be
         extended, it shall deliver to the Agent its prior written request
         therefor not later than 11:30 a.m. (Houston time) (i) in the case of a
         Letter of Credit to be issued or amended, on at least the second (2nd)
         Business Day prior to the requested issuance or amendment date and (ii)
         in the case of the extension of the existing expiry date of any Letter
         of Credit, on at least the second (2nd) Business Day prior to the date
         on which the Issuing Bank must notify the beneficiary thereof that the
         Issuing Bank does not intend to extend such existing expiry date. Each
         such request for an issuance, renewal, extension or amendment
         increasing the amount thereof shall be in the form of Exhibit B
         attached hereto (each a "Letter of Credit Request") and, in the case of
         the issuance of any Letter of Credit, shall be accompanied by an
         Application therefor, completed to the satisfaction of the Issuing
         Bank, and such other certificates, documents and other papers and
         information as the Issuing Bank or any Bank (through the Agent) may
         reasonably request. Each Letter of Credit shall expire no later than
         the date specified in Section 2.4(a)(iv), shall not be in an amount
         greater than is permitted under Section 2.4(a) and shall be in such
         form as may be approved from time to time by the Issuing Bank and the
         Borrower. Promptly upon its receipt of a Letter of Credit Request, and,
         if applicable, the related Application, the Agent

                                      -26-

<PAGE>

         shall so notify the other Banks. It is agreed that an Application may
         be delivered by electronic transfer.

                  (ii)     The making of each Letter of Credit Request shall be
         deemed to be a representation and warranty by the Borrower that such
         Letter of Credit may be issued in accordance with, and will not violate
         the requirements of, this Agreement. Unless the Issuing Bank has
         received notice from the Agent or any Bank (with a copy thereof to be
         simultaneously sent to the Borrower) before it issues or amends the
         respective Letter of Credit or extends the existing expiry date of a
         Letter of Credit that one or more of the applicable conditions
         specified in Section 8 are not then satisfied, or that the issuance,
         renewal, extension or amendment of such Letter of Credit would violate
         this Agreement, then the Issuing Bank may issue the requested Letter of
         Credit for the account of the Borrower in accordance with this
         Agreement and the Issuing Bank's usual and customary practices;
         provided, however, that the Issuing Bank shall not be required to issue
         any Letter of Credit earlier than two (2) Business Days after its
         receipt of the Letter of Credit Request and the related Application
         therefor and all other certificates, documents and other papers and
         information relating thereto. Upon its issuance of any Letter of Credit
         or the extension of the existing expiry date of any Letter of Credit,
         as the case may be, the Issuing Bank shall promptly notify the Borrower
         of such issuance or extension, which notice shall be accompanied by a
         copy of the Letter of Credit actually issued or a copy of any amendment
         extending the existing expiry date of any Letter of Credit, as the case
         may be. Promptly upon its receipt of such documents, the Agent shall
         notify each Bank of the issuance of such Letter of Credit or the
         extension of such expiry date, as the case may be, and upon the request
         of any Bank shall deliver copies of such documents to such Bank.

                  (c)      Letters of Credit Participations.

                  (i)      Immediately upon the issuance by the Issuing Bank of
         each Letter of Credit (or an amendment to a Letter of Credit increasing
         the amount thereof), the Issuing Bank shall be deemed to have sold and
         transferred to each Bank, and each Bank shall be deemed irrevocably and
         unconditionally to have purchased and received from the Issuing Bank,
         without recourse or warranty, an undivided interest and participation,
         to the extent of such Bank's Pro Rata Percentage, in each such Letter
         of Credit (including extensions of the expiry date thereof), each
         substitute letter of credit, each drawing made thereunder and the
         obligations of the Borrower under this Agreement and the other Loan
         Documents with respect thereto, and any security therefor or guaranty
         pertaining thereto.

                  (ii)     In determining whether to pay under any Letter of
         Credit, the Issuing Bank shall have no obligation other than to confirm
         that any documents required to be delivered under such Letter of Credit
         appear to have been delivered and that they appear to comply on their
         face with the requirements of such Letter of Credit. Any action taken
         or omitted to be taken by the Issuing Bank under or in connection with
         any Letter of Credit if taken or omitted in the absence of gross
         negligence or willful misconduct shall not create for the Issuing Bank
         any resulting liability. It is the intent of the parties hereto that
         the Issuing Bank shall have no liability for its ordinary sole or
         contributing negligence.

                                      -27-

<PAGE>

                  (iii)    In the event that the Issuing Bank makes any payment
         under any Letter of Credit and the Borrower shall not have reimbursed
         such amount in full to the Issuing Bank pursuant to Section 2.4(d)(i),
         the Agent shall promptly notify each Bank of such failure, and each
         Bank shall promptly and unconditionally pay to the Agent for the
         account of the Issuing Bank the amount of such Bank's Pro Rata
         Percentage of such unreimbursed payment in same day funds. If the Agent
         so notifies, prior to 11:30 a.m. (Houston time) on any Business Day,
         any Bank required to fund a payment under a Letter of Credit, such Bank
         shall make available to the Agent for the account of the Issuing Bank
         such Bank's Pro Rata Percentage of the amount of such payment on such
         Business Day in same day funds. If and to the extent such Bank shall
         not have so made its Pro Rata Percentage of the amount of such payment
         available to the Agent for the account of the Issuing Bank, such Bank
         agrees to pay to the Agent for the account of the Issuing Bank,
         forthwith on demand such amount, together with interest thereon, for
         each day from such date until the date such amount is paid to the Agent
         for the account of the Issuing Bank at the Federal Funds Effective
         Rate. The failure of any Bank to make available to the Agent for the
         account of any Issuing Bank its Pro Rata Percentage of any payment
         under any Letter of Credit shall not relieve any other Bank of its
         obligation hereunder to make available to the Agent for the account of
         the Issuing Bank its Pro Rata Percentage of any payment under any
         Letter of Credit on the date required, as specified above, but no Bank
         shall be responsible for the failure of any other Bank to make
         available to the Agent for the account of such Issuing Bank such other
         Bank's Pro Rata Percentage of any such payment.

                  (iv)     Whenever the Issuing Bank receives a payment of a
         reimbursement obligation as to which the Agent has received for the
         account of the Issuing Bank any payments from the Banks pursuant to
         clause (c) above, the Issuing Bank shall pay to the Agent, and the
         Agent shall promptly pay to each Bank which has paid its Pro Rata
         Percentage thereof, in same day funds, an amount equal to such Bank's
         Pro Rata Percentage thereof.

                  (v)      The obligations of the Banks to make payments to the
         Agent for the account of the Issuing Bank with respect to Letters of
         Credit shall be absolute and not subject to any qualification or
         exception whatsoever and shall be made in accordance with the terms and
         conditions of this Agreement under all circumstances, including any of
         the following circumstances:

                           (A)      any lack of validity or enforceability of
                  this Agreement or any of the other Loan Documents;

                           (B)      the existence of any claim, setoff, defense
                  or other right which the Borrower or any other Person may have
                  at any time against a beneficiary named in a Letter of Credit,
                  any transferee of any Letter of Credit (or any Person for whom
                  any such transferee may be acting), the Agent, the Issuing
                  Bank, any Bank, or any other Person, whether in connection
                  with this Agreement, any Letter of Credit, the transactions
                  contemplated herein or any unrelated transactions (including
                  any underlying transaction between the Borrower or any other
                  Person and the beneficiary named in any such Letter of
                  Credit);

                           (C)      any draft, certificate or any other document
                  presented under the Letter

                                      -28-

<PAGE>

                  of Credit proving to be forged, fraudulent, invalid or
                  insufficient in any respect or any statement therein being
                  untrue or inaccurate in any respect;

                           (D)      the surrender or impairment of any security
                  for the performance or observance of any of the terms of any
                  of the Loan Documents;

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

                           (F)      any other circumstance which might otherwise
                  constitute a defense available to, or a discharge of, any Bank
                  (other than the gross negligence or willful misconduct of the
                  Issuing Bank).

                  (vi)     THE BANKS AGREE TO INDEMNIFY THE ISSUING BANK (TO THE
         EXTENT NOT REIMBURSED BY THE BORROWER), RATABLY ACCORDING TO THE
         RESPECTIVE PRO RATA PERCENTAGES, FROM AND AGAINST ANY AND ALL
         LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS,
         JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND OR
         NATURE WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED
         AGAINST THE ISSUING BANK IN ANY WAY RELATING TO OR ARISING OUT OF THIS
         AGREEMENT OR ANY LETTER OF CREDIT OR ANY ACTION TAKEN OR OMITTED BY THE
         ISSUING BANK UNDER THIS AGREEMENT OR ANY LETTER OF CREDIT; PROVIDED,
         THAT NO BANK SHALL BE LIABLE FOR ANY PORTION OF SUCH LIABILITIES,
         OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS,
         COSTS, EXPENSES OR DISBURSEMENTS RESULTING FROM THE ISSUING BANK'S
         GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

                  (d)      Agreement to Repay Letter of Credit Drawings.

                  (i)      Upon the receipt by the Issuing Bank of any Drawing
         from a beneficiary under a Letter of Credit, the Issuing Bank promptly
         will provide the Borrower with telecopy notice thereof. The Borrower
         hereby agrees to reimburse the Issuing Bank by making payment to the
         Agent in immediately available funds at the account of the Agent
         located in New York City, New York, identified to the Borrower, for any
         LC Disbursement immediately after, and in any event on the date of,
         such payment, with interest on the amount so paid by the Issuing Bank,
         to the extent not reimbursed prior to 2:00 p.m. (Houston time) on the
         date of such payment, from and including the date paid but excluding
         the date reimbursement is made as provided above, at a rate per annum
         equal to the lesser of (x) 2% above the Alternate Base Rate plus the
         Applicable Margin or (y) the Highest Lawful Rate, such interest to be
         payable on demand. Prior to the Maturity Date, unless otherwise paid by
         the Borrower, such LC Disbursement may (and, if the Majority Banks so
         desire, shall automatically), subject to satisfaction of the conditions
         precedent set forth in Sections 2.3 and 8, be paid with the proceeds of
         Revolving ABR Loans, which rate the Borrower may in its discretion
         continue or convert pursuant to Section 3.1(a)(ii).

                  (ii)     The Borrower's obligations under this Section 2.4(d)
         to reimburse the Issuing Bank with respect to LC Disbursements
         (including, in each case, interest thereon) shall be absolute and
         unconditional under any and all circumstances (except as provided below
         with respect to the gross negligence or willful misconduct of the
         Issuing Bank) and irrespective of any setoff, counterclaim or defense
         to payment which the Borrower may have or have had

                                      -29-

<PAGE>

         against any Bank (including the Issuing Bank in its capacity as the
         issuer of a Letter of Credit or any Bank as a participant therein),
         including any defense based upon the failure of any drawing under a
         Letter of Credit (each a "Drawing") to conform to the terms of the
         Letter of Credit (other than a defense based upon the gross negligence
         or willful misconduct of the Issuing Bank in determining whether such
         Drawing conforms to the terms of the Letter of Credit) or any
         non-application or misapplication by the beneficiary of the proceeds of
         such Drawing, including any of the following circumstances:

                           (A)      any lack of validity or enforceability of
                  this Agreement or any of the other Loan Documents;

                           (B)      the existence of any claim, setoff, defense
                  or other right which the Borrower or any other Person may have
                  at any time against a beneficiary named in a Letter of Credit,
                  any transferee of any Letter of Credit (or any Person for whom
                  any such transferee may be acting), the Agent, the Issuing
                  Bank, any Bank, or any other Person, whether in connection
                  with this Agreement, any Letter of Credit, the transactions
                  contemplated herein or any unrelated transactions (including
                  any underlying transaction between the Borrower or any other
                  Person and the beneficiary named in any such Letter of
                  Credit);

                           (C)      any draft, certificate or any other document
                  presented under the Letter of Credit proving to be forged,
                  fraudulent, invalid or insufficient in any respect or any
                  statement therein being untrue or inaccurate in any respect;

                           (D)      the surrender or impairment of any security
                  for the performance or observance of any of the terms of any
                  of the Loan Documents;

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

                           (F)      any other circumstance which might otherwise
                  constitute a defense available to, or a discharge of, the
                  Borrower (other than the gross negligence or willful
                  misconduct of the Issuing Bank).

                  (iii)    The Borrower also agrees with the Issuing Bank, the
         Agent and the Banks that, in the absence of gross negligence or willful
         misconduct of the Issuing Bank, the Issuing Bank shall not be
         responsible for, and the Borrower's reimbursement obligations under
         Section 2.4(d) shall not be affected by, among other things, the
         validity or genuineness of documents or of any endorsements thereon,
         even though such documents shall in fact prove to be invalid,
         fraudulent or forged or any dispute between or among the Borrower or
         any other Party and the beneficiary of any Letter of Credit or any
         other party to which such Letter of Credit may be transferred or any
         claims whatsoever of the Borrower or any other Party against any
         beneficiary of such Letter of Credit or any such transferee.

                  Neither the Agent, the Banks nor the Issuing Bank shall have
any liability or responsibility by reason of or in connection with the issuance
or transfer of any Letter of Credit or any payment or failure to make any
payment thereunder, or any error, omission, interruption, loss or delay in
transmission or delivery of any draft, notice or other communication under or
relating to any

                                      -30-

<PAGE>

Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from
causes beyond the control of the Issuing Bank; provided that the foregoing shall
not be construed to excuse the Issuing Bank from liability to the Borrower to
the extent of any direct damages (as opposed to consequential damages, claims in
respect of which are hereby waived by the Borrower to the extent permitted by
applicable law) suffered by the Borrower that are caused by the Issuing Bank's
failure to exercise care when determining whether drafts and other documents
presented under a Letter of Credit comply with the terms thereof. The parties
hereto expressly agree that, in the absence of gross negligence or willful
misconduct on the part of the Issuing Bank (as finally determined by a court of
competent jurisdiction), the Issuing Bank shall be deemed to have exercised care
in each such determination. In furtherance of the foregoing and without limiting
the generality thereof, the parties agree that, with respect to documents
presented which appear on their face to be in substantial compliance with the
terms of a Letter of Credit, the Issuing Bank may, in its sole discretion,
either accept and make payment upon such documents without responsibility for
further investigation, regardless of any notice or information to the contrary,
or refuse to accept and make payment upon such documents if such documents are
not in strict compliance with the terms of such Letter of Credit. It is the
intent of the parties hereto that neither the Agent, the Banks nor the Issuing
Bank shall have any liability under this Section 2.4 for the ordinary negligence
of such Person.

                  2.5.     CONFLICT BETWEEN APPLICATIONS AND AGREEMENT. To the
extent that any provision of any Application related to any Letter of Credit is
inconsistent with the provisions of this Agreement, the provisions of this
Agreement shall control.

         3.       INTEREST RATE PROVISIONS

                  3.1.     INTEREST RATE DETERMINATION.

                  (a)      Except as specified in Sections 3.2, 3.3, 3.4 and
3.5, the Revolving Loans shall bear interest on the unpaid principal amount
thereof from time to time outstanding, until maturity, at a rate per annum
(calculated based on a year of 360 days in the case of the LIBO Rate, and a year
of 365 or 366 days, as the case may be, in the case of any ABR Loan and any
Swingline Loan, in each case for the actual days elapsed) as follows:

                  (i)      The principal balance of the Loans from time to time
         outstanding shall bear interest at an annual rate equal to:

                           (A)      with respect to any Eurodollar Loan, the
                  lesser of, (y) the Adjusted LIBO Rate plus the Applicable
                  Margin, with respect thereto or (z) the Highest Lawful Rate,
                  from the first day to, but not including, the Expiration Date
                  of the Interest Period then in effect with respect thereto;

                           (B)      with respect to any ABR Loan, the lesser of
                  (y) the Alternate Base Rate plus the Applicable Margin, with
                  respect thereto or (z) the Highest Lawful Rate, from the first
                  day to, but not including, the earlier of the Maturity Date or
                  conversion to another Type of Loan;

                           (C)      with respect to any Swingline Loan, the
                  lesser of (y) the Alternate

                                      -31-

<PAGE>

                  Base Rate plus the Applicable Margin or (z) the Highest Lawful
                  Rate, from the first day to, but not including, the maturity
                  of such Loan;

                  (ii)     (A)      The Borrower may, upon irrevocable
                  written notice to the Agent in accordance with Section
                  3.1(a)(ii)(B),

                                    (1)      elect to convert, as of any
                           Business Day, any ABR Loans (or any part thereof not
                           less than $3,000,000, or that is in an integral
                           multiple of $1,000,000 in excess thereof) into
                           Eurodollar Loans;

                                    (2)      elect to convert, as of the last
                           day of the applicable Interest Period, any Eurodollar
                           Loans expiring on such day (or any part thereof not
                           less than $1,000,000, or that is in an integral
                           multiple of $1,000,000 in excess thereof) into ABR
                           Loans; or

                                    (3)      elect to continue (for the same or
                           different Interest Period), as of the last day of the
                           applicable Interest Period, any Eurodollar Loans
                           having Interest Periods expiring on such day (or any
                           part thereof not less than $3,000,000, or that is in
                           an integral multiple of $1,000,000 in excess
                           thereof);

                  provided, that if at any time the outstanding principal amount
                  of Eurodollar Loans is reduced by payment, prepayment, or
                  conversion of part thereof to be less than $3,000,000, such
                  Eurodollar Loans shall automatically convert into ABR Loans,
                  and on and after such date the right of the Borrower to
                  continue such Loans as, and convert such Loans into,
                  Eurodollar Loans shall terminate.

                           (B)      To convert or continue a Loan as provided in
                  Section 3.1(a)(ii) the Borrower shall deliver a Notice of Rate
                  Change/Continuation in the form of Exhibit C hereto (a "Notice
                  of Rate Change/Continuation"), to be received by the Agent not
                  later than 11:00 a.m. (Houston time) at least (i) three
                  Business Days in advance of the Change/Continuation Date, if
                  the Loans are to be converted into or continued as Eurodollar
                  Loans denominated in Dollars; and (ii) one Business Day in
                  advance of the Change/Continuation Date, if the Loans are to
                  be converted into ABR Loans, specifying:

                                    (i)      the date on which such Loan was
                           made;

                                    (ii)     the interest rate then applicable
                           to such Loan;

                                    (iii)    with respect to any Eurodollar
                           Loan, the Interest Period then applicable to such
                           Loan;

                                    (iv)     the amount of such Loan;

                                    (v)      the proposed Change/Continuation
                           Date;

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

                                      -32-

<PAGE>

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

                                    (viii)   other than in the case or
                           conversions into ABR Loans, the duration of the
                           requested Interest Period.

                           (C)      If upon the expiration of any Interest
                  Period applicable to Eurodollar Loans, the Borrower has failed
                  to select a new Interest Period to be applicable to such
                  Eurodollar Loans prior to the third Business Day in advance of
                  the expiration date of the current Interest Period applicable
                  thereto as provided in Section 3.1(a)(ii), or if any Default
                  or Event of Default then exists, the Borrower shall be deemed
                  to have elected to convert such Eurodollar Loans into ABR
                  Loans effective as of the expiration date of such Interest
                  Period, and all conditions to such conversion shall be deemed
                  to have been satisfied.

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

                           (E)      During the existence of a Default or Event
                  of Default, the Borrower may not elect to have a Loan
                  converted into or continued as an Eurodollar Loan.

                  (iii)    Nothing contained herein shall authorize the Borrower
         (A) to convert any Loan into or continue any Loan as a Eurodollar Loan
         unless the Expiration Date of the Interest Period for such Loan occurs
         on or before the Maturity Date or (B) to continue or change the
         interest rates applicable to any Eurodollar Loan prior to the
         Expiration Date of the Interest Period with respect thereto.

                  (iv)     Notwithstanding anything set forth herein to the
         contrary (other than Section 13.11), if a Default has occurred and is
         continuing, and upon written notice to the Borrower from the Agent,
         each outstanding Loan shall bear interest at a rate per annum which
         shall be equal to the lesser of (x) 2% above the interest rate
         otherwise applicable thereto or (y) the Highest Lawful Rate, which
         interest shall be due and payable on demand.

                  (b)      The Alternate Base Rate for each ABR Loan shall be
determined by the Agent on the first day and on each day such ABR Loan shall be
outstanding, or if such day is not a Business Day, on the next succeeding
Business Day. The LIBO Rate for the Interest Period for each Eurodollar Loan
shall be determined by the Agent two (2) Business Days before the first day of
such Interest Period.

                  (c)      Each determination of an applicable interest rate by
the Agent shall be conclusive and binding upon the Borrower and the Banks in the
absence of manifest error.

                  3.2.     INCREASED COST AND REDUCED RETURN.

                                      -33-

<PAGE>

                  (a)      If, after the date hereof, the adoption of any
applicable law, rule, or regulation, or any change in any applicable law, rule,
or regulation, or any change in the interpretation or administration thereof by
any governmental authority, central bank, or comparable agency charged with the
interpretation or administration thereof, or compliance by any Bank or the
Issuing Bank (or its Applicable Lending Office) with any request or directive
(whether or not having the force of law) of any such governmental authority,
central bank, or comparable agency:

                  (i)      shall impose, modify or deem applicable any reserve,
         special deposit or similar requirement against assets, deposits with or
         for the account of, or credit extended by, any Bank (except any such
         reserve requirement reflected in the Adjusted LIBO Rate or Three-Month
         Secondary CD Rate, as applicable) or the Issuing Bank; or

                  (ii)     shall impose on any Bank or the Issuing Bank or the
         London interbank market any other condition affecting this Agreement or
         Eurodollar Loans made by such Bank or any Letter of Credit or
         participation therein;

and the result of any of the foregoing is to increase the cost to such Bank (or
its Applicable Lending Office) of making, converting into, continuing, or
maintaining any Eurodollar Loans (or of maintaining its obligation to make a
Eurodollar Loan) or to increase the cost to such Bank or the Issuing Bank of
participating in, issuing or maintaining any Letter of Credit or to reduce the
amount of any sum received or receivable by such Bank (or its Applicable Lending
Office) or the Issuing Bank under this Agreement, in each case by an amount
deemed material by such Bank or the Issuing Bank, as the case may be, then the
Borrower shall pay to such Bank or the Issuing Bank, as the case may be, such
amount or amounts as will compensate such Bank or the Issuing Bank, as the case
may be, for such increased cost or reduction, provided, that the Borrower will
not be responsible for paying any amounts pursuant to this Section 3.2 accruing
for a period greater than 180 days prior to the date that such Bank or the
Issuing Bank, as the case may be, notifies the Borrower of the circumstances
giving rise to such increased costs or reductions and of such Bank's or the
Issuing Bank's, as the case may be, intention to claim compensation therefor;
provided further that, if the circumstances giving rise to such increased costs
or reductions is retroactive, then the 180-day period referred to above shall be
extended to include the period of retroactive effect thereof

                  (b)      If, after the date hereof, any Bank or the Issuing
Bank shall have determined that the adoption of any applicable law, rule, or
regulation regarding capital adequacy or any change therein or in the
interpretation or administration thereof by any governmental authority, central
bank, or comparable agency charged with the interpretation or administration
thereof, or any request or directive regarding capital adequacy (whether or not
having the force of law) of any such governmental authority, central bank, or
comparable agency, has or would have the effect of reducing the rate of return
on the capital of such Bank or the Issuing Bank or any corporation controlling
such Bank or the Issuing Bank, as the case may be, as a consequence of such
Bank's or the Issuing Bank's obligations hereunder to a level below that which
such Bank or the Issuing Bank or such corporation could have achieved but for
such adoption, change, request, or directive (taking into consideration its
policies with respect to capital adequacy), then from time to time the Borrower
shall pay to such Bank or the Issuing Bank, as the case may be, such additional
amount or amounts as will compensate such Bank or the Issuing Bank, as the case
may be, for such reduction, provided, that the Borrower will not be responsible
for paying any amounts pursuant to this Section 3.2

                                      -34-

<PAGE>

accruing for a period greater than 180 days prior to the date that such Bank or
the Issuing Bank, as the case may be, notifies the Borrower of the circumstances
giving rise to such increased costs or reductions and of such Bank's or the
Issuing Banks, as the case may be, intention to claim compensation therefor;
provided further that, if the circumstances giving rise to such increased costs
or reductions is retroactive, then the 180-day period referred to above shall be
extended to include the period of retroactive effect thereof.

                  (c)      Each Bank and the Issuing Bank shall promptly notify
the Borrower and the Agent of any event of which it has knowledge, occurring
after the date hereof, which will entitle such Bank or the Issuing Bank, as the
case may be, to compensation pursuant to this Section and will use reasonable
efforts to designate a different Applicable Lending Office if such designation
will avoid the need for, or reduce the amount of, such compensation and will
not, in the judgment of such Bank or the Issuing Bank, as the case may be, be
otherwise disadvantageous to it. The Borrower hereby agrees to pay all
reasonable costs and expenses incurred by any Bank or the Issuing Bank, as the
case may be, in connection with any such designation. Any Bank or the Issuing
Bank, as the case may be, claiming compensation under this Section shall do so
in good faith on a nondiscriminatory basis. In determining such amount, such
Bank or the Issuing Bank, as the case may be, may use any reasonable averaging
and attribution methods. A certificate of a Bank or the Issuing Bank, as the
case may be, setting forth in reasonable detail such amount or amounts as shall
be necessary to compensate such Bank or the Issuing Bank, as the case may be, as
specified in this Section 3.2 may be delivered to the Borrower and the Agent and
shall be conclusive absent manifest error. The Borrower shall pay to the Agent
for the account of such Bank or the Issuing Bank, as the case may be, the amount
shown as due on any such certificate within fifteen (15) days after its receipt
of the same.

                  3.3.     LIMITATION ON TYPES OF LOANS. If on or prior to the
first day of any Interest Period for any Eurodollar Loan:

                  (a)      the Agent determines (which determination shall be
         conclusive) that by reason of circumstances affecting the relevant
         market, adequate and reasonable means do not exist for ascertaining the
         Adjusted LIBO Rate or the LIBO Rate as applicable, for such Interest
         Period; or

                  (b)      the Majority Banks determine (which determination
         shall be conclusive) and notify the Agent that the Adjusted LIBO Rate
         plus the Applicable Margin will not adequately and fairly reflect the
         cost to the Banks of funding Eurodollar Loans for such Interest Period;

then the Agent shall give the Borrower prompt notice thereof specifying the
relevant Type of Loans and the relevant amounts or periods, and until the Agent
notifies the Borrower and the Banks that the circumstances giving rise to such
notice no longer exist, (i) the Banks shall be under no obligation to make
additional Loans of such Type, continue Loans of such Type, or to convert Loans
of any other Type into Loans of such Type, (ii) the Borrower shall, on the last
day(s) of the then current Interest Period(s) for the outstanding Loans of the
affected Type, either prepay such Loans or convert such Loans into another Type
of Loan in accordance with the terms of this Agreement, (iii) any Notice of Rate
Change/Continuation that requests the conversion of any Revolving Borrowing to,
or continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be
ineffective, and (iv) if any Borrowing Request requests a Eurodollar Revolving
Borrowing, such Borrowing shall be made

                                      -35-

<PAGE>

as an ABR Borrowing. Each Bank will use reasonable efforts to designate a
different Applicable Lending Office if such designation will avoid the effects
of this Section 3.3 and will not, in the judgment of such Bank, be otherwise
disadvantageous to it. The Borrower hereby agrees to pay all reasonable costs
and expenses incurred by any Bank in connection with any such designation.

                  3.4.     ILLEGALITY.

                  (a)      If any Bank shall determine (which determination
shall be conclusive and binding on the Borrower) that the introduction of or any
change in or in the interpretation of any law, regulation, guideline or order
(in each case, introduced, changed or interpreted after the Closing Date) makes
it unlawful, or any central bank or other governmental authority asserts that it
is unlawful, for such Bank to make, continue or maintain any Eurodollar Loan as,
or to convert any Loan into, a Eurodollar Loan, the obligations of the affected
Bank to make, continue, maintain or convert any such Eurodollar Loans shall, on
notice thereof from such Bank to the Borrower, upon such determination,
forthwith be suspended until such Bank shall promptly notify the Agent and the
Borrower that the circumstances causing such suspension no longer exist at the
end of the then current Interest Periods with respect thereto or sooner, if
required by such law or assertion (in which case the provisions of Section 3.5
shall be applicable). Upon receipt of such notice, the Borrower shall, upon
demand from such Bank, convert all Eurodollar Loans from such Bank to ABR Loans,
either on the last day of the Interest Period thereof, if such Bank may lawfully
continue to maintain such Eurodollar Loans to such day, or immediately, if such
Bank may not lawfully continue to maintain such Eurodollar Loans. Upon any such
conversion, the Borrower shall also pay interest on the amount so converted. If
any such conversion of a Eurodollar Loan occurs on a day which is not the last
day of the then current Interest Period with respect thereto, the Borrower shall
also pay to such Bank such amounts, if any, as may be required pursuant to
Section 3.5.

                  (b)      Each Bank will use reasonable efforts to designate a
different Applicable Lending Office if such designation will avoid the effects
of this Section 3.4 and will not, in the judgment of such Bank, be otherwise
disadvantageous to it. The Borrower hereby agrees to pay all reasonable costs
and expenses incurred by any Bank in connection with any such designation.

                  (c)      If the obligation of any Bank to make a Eurodollar
Loan or to continue, or to convert Loans into, Eurodollar Loans shall be
suspended pursuant to Section 3.4 hereof, such Bank's Eurodollar Loans shall be
converted into ABR Loans as provided above, and, unless and until such Bank
gives notice as provided below that the circumstances specified in Section 3.4
hereof that gave rise to such conversion no longer exist:

                  (i)      to the extent that such Bank's Eurodollar Loans have
         been so converted, all payments and prepayments of principal that would
         otherwise be applied to such Bank's Eurodollar Loans shall be applied
         instead to its ABR Loans; and

                  (ii)     all Loans that would otherwise be made or continued
         by such Bank as Eurodollar Loans shall be made or continued instead as
         ABR Loans, and all Loans of such Bank that would otherwise be converted
         into Eurodollar Loans shall be converted instead into (or shall remain
         as) ABR Loans.

                                      -36-

<PAGE>

If such Bank gives notice to the Borrower (with a copy to the Agent) that the
circumstances specified in Section 3.4 hereof that gave rise to the conversion
of such Bank's Eurodollar Loans pursuant to this Section 3.4 no longer exist
(which such Bank agrees to do promptly upon such circumstances ceasing to exist)
at a time when Eurodollar Loans made by other Banks are outstanding, such Bank's
ABR Loans shall be automatically converted, on the first day(s) of the next
succeeding Interest Period(s) for such outstanding Eurodollar Loans, to the
extent necessary so that, after giving effect thereto, all Loans held by the
Banks holding Eurodollar Loans and by such Bank are held pro rata (as to
principal amounts, Types, and Interest Periods) in accordance with their
respective Commitments.

                  3.5.     COMPENSATION. Upon the request of any Bank, the
Borrower shall pay to such Bank such amount or amounts as shall be sufficient
(in the reasonable opinion of such Bank) to compensate it for any loss, cost, or
expense (including loss of anticipated profits) incurred by it as a result of-

                  (a)      any payment, prepayment, or conversion of a
         Eurodollar Loan for any reason (including, without limitation, the
         acceleration of the Loans pursuant to Section 11) on a date other than
         the last day of the Interest Period for such Eurodollar Loan;

                  (b)      any failure by the Borrower for any reason
         (including, without limitation, the failure of any condition precedent
         specified in Article 8 to be satisfied) to borrow, convert, continue,
         or prepay a Eurodollar Loan on the date for such borrowing, conversion,
         continuation, or prepayment specified in the relevant notice of
         borrowing, prepayment, continuation, or conversion under this
         Agreement; or

                  (c)      the assignment of any Eurodollar Loan other than on
         the last day of the Interest Period applicable thereto as a result of a
         requirement by the Borrower pursuant to Section 3.6.

In the case of a Eurodollar Loan, such loss, cost or expense to any Bank shall
be deemed to include an amount determined by such Bank to be the excess, if any,
of (i) the amount of interest which would have accrued on the principal amount
of such Loan had such event not occurred, at the Adjusted LIBO Rate plus the
Applicable Margin that would have been applicable to such Loan, for the period
from the date of such event to the last day of the then current Interest Period
therefor (or in the case of a failure to borrow, convert or continue, for the
period that would have been the Interest Period for such Loan), over (ii) the
amount of interest which would accrue on such principal amount for such period
at the interest rate which such Bank would bid were it to bid, at the
commencement of such period, for dollar deposits of a comparable amount and
period from other banks in the eurodollar market. A certificate of any Bank
setting forth in reasonable detail any amount or amounts that such Bank is
entitled to receive pursuant to this Section shall be delivered to the Borrower
and shall be conclusive absent manifest error. The Borrower shall pay such Bank
the amount shown as due on any such certificate within 10 days after receipt
thereof.

                  3.6.     REPLACEMENT OF BANKS. If any Bank requests
compensation under Sections 3.2 or 4.7, or if any Bank defaults in its
obligation to fund Loans hereunder, or otherwise has given notice pursuant to
Sections 3.2, 3.3 or 3.4 (unless in each case the basis for such request or
notice is generally applicable to all Banks), then the Borrower may, at its sole
expense and effort, upon notice to such Bank and the Agent within 90 days of
such request or notice, if no Default or

                                      -37-

<PAGE>

Event of Default exists, require such Bank to assign and delegate (in accordance
with and subject to the restrictions contained in Section 13.10), all its
interests, rights and obligations under this Agreement and the Canadian Term
Loan Facility to an assignee that shall assume such obligations (which assignee
may be another Bank, if a Bank accepts such assignment); provided that (i) the
Borrower shall have received the prior written consent of the Agent, which
consent shall not unreasonably be withheld, (ii) such Bank shall have received
payment of an amount equal to the outstanding principal of its Loans and
participations in Letters of Credit, accrued interest thereon, accrued fees and
all other amounts payable to it hereunder and under the Canadian Term Loan
Facility, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrower (in the case of all other amounts)
and (iii) in the case of any such assignment resulting from a claim for
compensation under Sections 3.2 or 4.7, such assignment will result in a
reduction in such compensation or payments. A Bank shall not be required to make
any such assignment and delegation if, prior thereto, as a result of a waiver by
such Bank or otherwise, the circumstances entitling the Borrower to require such
assignment and delegation cease to apply.

                  3.7.     SURVIVAL. The agreements contained in Article 3 shall
survive the termination of this Agreement and the payment in full of the
Obligations for a period of 180 days thereafter.

         4.       PREPAYMENTS AND OTHER PAYMENTS; REDUCTION AND EXTENSION OF
                  COMMITMENTS; EXTENSION OF MATURITY DATE.

                  4.1.     REPAYMENT OF LOANS; EVIDENCE OF DEBT.

                  (a)      The Borrower hereby unconditionally promises to pay
(i) to the Agent for the account of each Bank the then unpaid principal amount
of each Revolving Loan on the Maturity Date, and (ii) to the Swingline Bank the
then unpaid principal amount of each Swingline Loan on the earlier of the
Maturity Date and the first date after such Swingline Loan is made that is the
15th or last day of a calendar month and is at least three Business Days after
such Swingline Loan is made; provided that on each date that a Revolving
Borrowing is made, the Borrower shall repay all Swingline Loans then
outstanding.

                  (b)      Each Bank shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of the Borrower to
such Bank resulting from each Loan made by such Bank, including the amounts of
principal and interest payable and paid to such Bank from time to time
hereunder.

                  (c)      The Agent shall maintain accounts in which it shall
record (i) the amount of each Loan made hereunder, the Class and Type thereof
and the Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Bank hereunder and (iii) the amount of any sum received by the Agent hereunder
for the account of the Banks and each Bank's share thereof.

                  (d)      The entries made in the accounts maintained pursuant
to paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Bank or the Agent to maintain such accounts or any error therein
shall not in any manner affect the obligation of the Borrower to repay the Loans
in accordance with the terms of this Agreement.

                                      -38-

<PAGE>

                  (e)      Any Bank may request that Loans made by it be
evidenced by a promissory note. In such event, the Borrower shall prepare,
execute and deliver to such Bank a promissory note payable to the order of such
Bank (or, if requested by such Bank, to such Bank and its registered assigns)
and in a form approved by the Agent. Thereafter, the Loans evidenced by such
promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 13.10) be represented by one or more promissory
notes in such form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered assigns).

                  4.2.     REQUIRED PREPAYMENTS. The Borrower agrees that if at
any time the Agent notifies the Borrower that the Agent has determined that the
aggregate principal amount of Revolving Credit Exposure exceeds the Commitments,
the Borrower will within two (2) Business Days following such notice make a
prepayment of principal in an amount at least equal to such excess, together
with interest accrued thereon to the date of such prepayment and all amounts
due, if any, under Section 3.4 (or, if no Loans are outstanding, deposit cash
collateral in an account with the Agent pursuant to Section 11.15 in an
aggregate amount equal to such excess).

                  4.3.     OPTIONAL PREPAYMENTS. The Borrower shall have the
right at any time and from time to time to prepay the Loans, in whole or in
part; provided, that each partial prepayment (i) of any Eurodollar Loans shall
be in an aggregate principal amount of at least $1,000,000 or an integral
multiple of $500,000 in excess thereof, and (ii) of any ABR Loans shall be in an
aggregate principal amount of at least $500,000 or an integral multiple of
$100,000 in excess thereof, in each case, together with interest accrued thereon
to the date of such prepayment and all amounts due, if any, under Section 3.4.

                  4.4.     NOTICE OF PAYMENTS. The Borrower shall give the Agent
(and, in the case of prepayment of a Swingline Loan, the Swingline Lender) at
least three (3) Business Days' prior written notice of each prepayment proposed
to be made by it pursuant to Section 4.3, specifying the principal amount of the
Loans to be prepaid, the prepayment date and the account of the Borrower to be
charged if such prepayment is to be so effected. Notice of such prepayment
having been given, the principal amount of the Loans specified in such notice,
together with interest thereon to the date of prepayment, shall become due and
payable on such prepayment date. If the Borrower pays or prepays any Eurodollar
Loan prior to the end of the Interest Period applicable thereto, such payment
shall be subject to Section 3.4.

                  4.5.     PLACE OF PAYMENT OR PREPAYMENT. All payments to be
made by the Borrower shall be made without set-off, recoupment or counterclaim.
All payments and prepayments made in accordance with the provisions of this
Agreement in respect of commitment fees or of principal or interest shall be
made to the Agent, for the account of the relevant Bank, to an account located
in New York City, New York as identified by the Agent to the Borrower, no later
than 12:00 Noon (Houston time) in immediately available funds. Unless the Agent
shall have received notice from the Borrower prior to the date on which any
payment is due to the Banks hereunder that the Borrower will not make any
payment due hereunder in full, the Agent may assume that the Borrower has made
such payment in full to the Agent on such date and the Agent may, in reliance
upon such assumption, cause to be distributed to each Bank on such due date an
amount equal to the amount then due to such Bank. If and to the extent the
Borrower shall not have so made such payment in full to the Agent, each Bank
shall repay to the Agent forthwith on demand such amount distributed to such

                                      -39-

<PAGE>

Bank together with interest thereon, for each day from the date such amount is
distributed to such Bank until the date such Bank repays such amount to the
Agent, at the Federal Funds Effective Rate. If and to the extent that the Agent
receives any payment or prepayment from the Borrower and fails to distribute
such payment or prepayment to the Banks ratably on the basis of their respective
Pro Rata Percentage on the day the Agent receives such payment or prepayment,
and such distribution shall not be so made by the Agent in full on the required
day, the Agent shall pay to each Bank such Bank's Pro Rata Percentage thereof
together with interest thereon at the Federal Funds Effective Rate for each day
from the date such amount is paid to the Agent by the Borrower until the date
the Agent pays such amount to such Bank. Notwithstanding the Agent's failure to
so distribute any such payment, as between the Borrower and the Banks, such
payment shall be deemed received and collected.

                  4.6.     NO PREPAYMENT PREMIUM OR PENALTY. Each prepayment
pursuant to Section 4.3 or 4.4 shall be without premium or penalty.

                  4.7.     TAXES.

                  (a)      Subject to Section 13.11, any and all payments by the
Borrower hereunder or under any other Loan Document to or for the account of any
Bank or the Agent shall be made free and clear of and without deduction for any
and all present or future (i) taxes, deductions, charges or withholdings, and
all liabilities with respect thereto, including, without limitation, such taxes,
deductions, charges, withholdings or liabilities whatsoever, excluding, in the
case of each Bank and Agent, taxes imposed on its overall net income (including
penalties and interest payable in respect thereof), and franchise taxes imposed
on it, by the jurisdiction under the laws of which such Bank or Agent (as the
case may be) is organized or any political subdivision thereof and, in the case
of each Bank, taxes imposed on its overall net income (including penalties and
interest payable in respect thereof), and franchise taxes imposed on it, by the
jurisdiction of such Bank's Applicable Lending Office or any political
subdivision thereof and, in the case of each Bank and Agent, taxes imposed by
reason of such Bank or Agent, for the purposes of the Income Tax Act (Canada),
not dealing at arm's length with the Borrower, being a resident of or deemed
resident in Canada, being a non-resident insurer carrying on an insurance
business in Canada and elsewhere or carrying on business in Canada, determined
otherwise than solely on the basis of entering into any Loan Document to which
it is a party or consummating or performing the transactions contemplated
thereby, or in order to exercise the rights purported to be granted thereto
under the Loan Documents or receiving payments thereunder (all such non-excluded
taxes, deductions, charges, withholdings and liabilities being hereinafter
referred to as "Taxes") and (ii) Other Taxes. In the case of a Bank that is a
domestic corporation, within the meaning of Section 7701 of the Code, the taxes
that are imposed by the United States of America and that are identified in the
preceding sentence are the taxes that are imposed by Section 11, Section 55 and
Section 59A of the Code, or by any comparable provision of future law. Subject
to Section 13.11 hereof, if the Borrower shall be required by Law to deduct any
Taxes or Other Taxes from or in respect of any sum payable hereunder or under
any other Loan Document to any Bank or Agent, (i) the sum payable shall be
increased as may be necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section
4.7) such Bank or Agent (as the case may be) receives an amount equal to the sum
it would have received had no such deductions been made, (ii) the Borrower shall
make such deductions, (iii) the Borrower shall pay the full amount deducted to
the relevant taxation authority or

                                      -40-

<PAGE>

other authority in accordance with applicable Law and (iv) the Borrower shall
confirm that all applicable Taxes and Other Taxes, if any, imposed on it by
virtue of the transactions under this Agreement have been properly and legally
paid by it to the appropriate taxation authority or other authority by sending
official tax receipts or certified copies of such receipts to such Bank within
thirty (30) days after payment of any applicable tax.

                  (b)      In addition, subject to Section 13.11 hereof, the
Borrower agrees to pay any present or future stamp or documentary taxes, excise
or property taxes, or similar taxes, charges or levies which arise from any
payment made hereunder or from the execution, delivery or registration of, or
otherwise with respect to, this Agreement or any other Loan Document
(hereinafter referred to as "Other Taxes").

                  (c)      SUBJECT TO SECTION 13.11 HEREOF, THE BORROWER WILL
INDEMNIFY EACH BANK AND AGENT FOR THE FULL AMOUNT OF TAXES OR OTHER TAXES
(INCLUDING, WITHOUT LIMITATION, ANY TAXES OR OTHER TAXES IMPOSED BY ANY
JURISDICTION ON AMOUNTS PAYABLE UNDER THIS SECTION 4.7) PAID BY SUCH BANK OR
AGENT (ON THEIR BEHALF OR ON BEHALF OF ANY BANK) (AS THE CASE MAY BE) AND ANY
LIABILITY (INCLUDING PENALTIES, INTEREST AND EXPENSES) ARISING THEREFROM OR WITH
RESPECT THERETO, WHETHER OR NOT SUCH TAXES OR OTHER TAXES WERE CORRECTLY OR
LEGALLY ASSERTED. THIS INDEMNIFICATION SHALL BE MADE WITHIN THIRTY (30) DAYS
FROM THE DATE SUCH BANK OR AGENT (AS THE CASE MAY BE) MAKES WRITTEN DEMAND
THEREFOR.

                  (d)      Each Bank organized under the laws of a jurisdiction
outside the United States (a "Foreign Bank"), on or prior to the date of its
execution and delivery of this Agreement in the case of each Bank listed on the
signature pages hereof and on or prior to the date on which it becomes a Bank in
the case of each other Bank, and from time to time thereafter if requested in
writing by the Borrower or the Agent (but only so long as such Bank remains
lawfully able to do so), shall provide the Borrower and the Agent with (i)
Internal Revenue Service Form W-8 BEN or W- EC1, as appropriate, or any
successor form prescribed by the Internal Revenue Service, certifying that such
Bank is entitled to benefits under an income tax treaty to which the United
States is a party which reduces the rate of withholding tax on payments of
interest or certifying that the income receivable pursuant to this Agreement is
effectively connected with the conduct of a trade or business in the United
States, (ii) Internal Revenue Service Form W-9, as appropriate, or any successor
form prescribed by the Internal Revenue Service, and (iii) any other form or
certificate required by any taxing authority (including any certificate required
by Sections 871(h) and 881(c) of the Internal Revenue Code), certifying that
such Bank is entitled to an exemption from or a reduced rate of tax on payments
pursuant to this Agreement or any of the other Loan Documents.

                  (e)      For any period with respect to which a Bank has
failed to provide the Borrower and the Agent with the appropriate form pursuant
to Section 4.7(d) (unless such failure is due to a change in treaty, law, or
regulation occurring subsequent to the date on which a form originally was
required to be provided), such Bank shall not be entitled to indemnification
under Section 4.7 with respect to Taxes imposed by the United States in excess
of the amount of Taxes that would have been imposed had such Bank provided the
appropriate form; provided, however, that should a Bank, which is otherwise
exempt from or subject to a reduced rate of withholding tax, become subject to
Taxes because of its failure to deliver a form required hereunder, the Borrower

                                      -41-

<PAGE>

shall take such steps as such Bank shall reasonably request to assist such Bank
to recover such Taxes.

                  (f)      If the Borrower is required to pay additional amounts
to or for the account of any Bank pursuant to this Section 4.7, then such Bank
will agree to use reasonable efforts to change the jurisdiction of its
Applicable Lending Office so as to eliminate or reduce any such additional
payment which may thereafter accrue if such change, in the judgment of such
Bank, is not otherwise disadvantageous to such Bank.

                  (g)      Within thirty (30) days after the date of any
deduction of taxes, deductions, charges or withholdings from any payments by the
Borrower hereunder or under any other Loan Document, the Borrower shall furnish
to the Agent the original or a certified copy of a receipt evidencing the
payment by the Borrower to the appropriate taxation authority or other authority
of the amount so deducted.

                  (h)      Without prejudice to the survival of any other
agreement of the Borrower hereunder, the agreement and obligations of the
Borrower contained in this Section 4.7 shall survive the payment in full of
principal and interest hereunder.

                  4.8.     REDUCTION OR TERMINATION OF THE COMMITMENTS. The
Borrower may at any time or from time to time reduce or terminate the Commitment
of each Bank by giving not less than three (3) full Business Days' prior written
notice to such effect to the Agent; provided, that (i) any partial reduction
shall be in an amount of not less than $5,000,000 or an integral multiple of
$5,000,000 in excess thereof and (ii) the Borrower shall not terminate or reduce
the Commitments if, after giving effect to any concurrent prepayment of the
Loans in accordance with Section 4.3, the sum of the Revolving Credit Exposures
would exceed the total Commitments. Promptly after the Agent's receipt of such
notice of reduction, the Agent shall notify each Bank of the proposed reduction
and such reduction shall be effective on the date specified in Borrower's notice
with respect to such reduction and shall reduce the Commitment of each Bank
proportionately in accordance with its Pro Rata Percentage. After each such
reduction, the commitment fee shall be calculated upon the aggregate Commitments
as so reduced. The Commitment of each Bank shall automatically terminate on the
Maturity Date or in the event of acceleration of the maturity date of the Loans.
Each reduction of the Commitments hereunder shall be irrevocable.

                  4.9.     INCREASE OF THE COMMITMENTS. At any time and from
time to time during the Availability Period (in aggregate minimum amounts not
less than $25,000,000 (or, if the unused portion of the Commitment Increase is
less than $25,000,000, an amount equal to such unused portion, and incremental
amounts of $5,000,000 in excess thereof), upon 30 days' prior written request to
the Agent, and upon the written consent of the Majority Banks, the Borrower may
seek one or more financial institutions to take a Commitment or Commitments in
the aggregate amount of up to $50,000,000 (the "Commitment Increase"). For
purposes of the foregoing, the Agent may from time to time (a) admit additional
Banks under this Agreement (each an "Additional Bank") or (b) at the request of
any Bank, increase the Commitment of such Bank (each an "Increasing Bank"),
provided that (i) any Additional Bank shall be eligible to be a Bank under this
Agreement and admission of such Additional Bank as a party to this Agreement
shall have been consented to by Agent and the Borrower, (ii) the admission of
such Bank as a party to the Canadian Term Loan Facility shall have been
consented to by the "Majority Banks", as such term is defined in the

                                      -42-

<PAGE>

Canadian Term Loan Facility; (iii) after giving effect to the Commitment
Increase the total Commitments shall not exceed $150,000,000; (iv) the Pro Rata
Percentages of the Banks hereunder and under the Canadian Term Loan Facility
shall be adjusted accordingly; (v) none of the Banks shall have any obligation
to increase its Commitment; and (vi) neither the Agent, the Borrower, any Bank
nor any of their respective Affiliates shall have any obligation to find or
arrange for any Additional Bank.

                  4.10.    EXTENSION OF MATURITY DATE.

                  (a)      On a Business Day no less than sixty (60) and no more
than ninety (90) days prior to any Extension Election Date, the Borrower may
elect to notify the Agent, in writing (an "Extension Request"), of its request
for an extension of the then scheduled Maturity Date of each Bank's Commitment
(on the terms and conditions set forth herein) for a period of up to one (1)
year from the date of the then scheduled Maturity Date. Each Extension Request
shall be accompanied by a certificate of a Responsible Officer certifying as to
the satisfaction of the applicable conditions set forth in Section 4.10(d).
Promptly after receipt of such request, the Agent shall notify the Banks of such
request. Each Bank shall notify the Agent in writing of its consent to, or
rejection of, such request on or prior to the date 30 days following the date of
the Extension Request. In the event that any Bank fails to so notify the Agent,
that request shall be deemed to have been rejected by such Bank.

                  (b)      The Commitments shall be extended pursuant to this
Section 4.10 only upon the consent of each Bank, whereupon the Maturity Date
shall be deemed to be extended to the agreed date of extension, but in no event
later than the date which is one (1) year after the date of the Maturity Date in
effect prior to such extension. In the event of the renewal and extension of the
Commitments and the Maturity Date pursuant to this Section 4.10, the terms and
conditions of this Agreement will apply during such renewal and extension period
and, from and after the date of such extension, the term "Maturity Date" shall
mean such date as so renewed and extended. On the date of any such extension, a
Responsible Officer shall deliver to the Agent a certificate of a Responsible
Officer certifying as to the satisfaction of the applicable conditions set forth
in Section 4.10(d).

                  (c)      In the event any one or more Banks do not approve an
Extension Request (a "Non-Extending Bank"), then the Borrower may, prior to the
then scheduled Maturity Date, at its sole expense and effort, upon five (5)
Business Days' written notice to the Agent and each such Non-Extending Bank (i)
terminate all of the Commitment of each such Non-Extending Bank and (ii)
replace, pursuant to Section 13.10, the Commitment of each such Non-Extending
Bank with one or more financial institutions (which may be any existing Bank
consenting to such an increase of its Commitment) (each, a "Replacement Bank")
so long as at the time of such replacement, each such Replacement Bank consents
to the Extension Request. For purposes of the foregoing, the Agent may from time
to time (a) admit additional lending parties under this Agreement or (b) at the
request of any Bank, increase the Commitment of such Bank, provided that (i) any
Replacement Bank shall be eligible to be a Bank under this Agreement and
admission of such Replacement Bank as a party to this Agreement shall have been
consented to by Agent and the Borrower; (ii) after giving effect to such
replacements, the total Commitments shall remain unchanged; (iii) the Pro Rata
Percentages of the Banks shall be adjusted accordingly; (iv) none of the Banks
shall have any obligation to increase

                                      -43-

<PAGE>

its Commitment; and (v) neither the Agent, the Borrower, any Bank nor any of
their respective Affiliates shall have any obligation to find or arrange for any
Replacement Bank.

                  (d)      If the Maturity Date is extended, all of the other
terms and conditions of this Agreement and the other Loan Documents shall remain
in full force and effect and unmodified, except for the new scheduled Maturity
Date. Any extension of the Maturity Date is subject to the satisfaction of each
of the following additional conditions:

                  (i)      The representations and warranties of the Borrower,
         each Pledgor and each Guarantor set forth in this Agreement or any
         other Loan Document shall be true and correct in all material respects
         on the date that the Extension Request is given to the Agent and on the
         first day of the extension (except to the extent such representations
         and warranties relate to a specified date, in which case they shall be
         true and correct as of such date);

                  (ii)     no Default or Event of Default has occurred and is
         continuing on the date on which the Borrower gives the Agent the
         Extension Request or on the first day of the extension;

                  (iii)    the Borrower shall have paid to the Agent all amounts
         that are due and payable on or prior to the first day of the extension
         to any of the Banks, the Issuing Bank and the Agent under the Loan
         Documents;

                  (iv)     the Borrower shall pay for any and all out-of-pocket
         costs and expenses, including, reasonable attorneys' fees and
         disbursements, incurred by the Agent in connection with or arising out
         of the extension of the Maturity Date for which it has received
         invoices in customary and reasonable detail;

                  (v)      both on the date on which the Extension Request is
         given to the Agent and on the first day of the extension, no change in
         the business, assets, management, operations, financial condition or
         prospects of the Borrower and its Subsidiaries, as a whole, shall have
         occurred since the date of the most recent financial statements
         delivered pursuant to Section 9.1(a), which change has or is reasonably
         likely to have a Material Adverse Effect; and

                  (vi)     the Borrower shall execute and deliver to Agent a
         renewal and extension agreement and such other documents, financial
         statements, instruments, certificates, opinions of counsel, reports, or
         amendments to the Loan Documents as the Agent shall reasonably request.

                  4.11.    PAYMENTS ON BUSINESS DAY. Whenever any payment or
prepayment hereunder shall be stated to be due on a day other than a Business
Day, such payment shall be made on the next succeeding Business Day, and such
extension of time shall in such case be included in the computation of payment
of interest; provided, however, if such extension would cause payment of
interest on or principal of Eurodollar Loans to be made in the next following
calendar month, such payment shall be made on the next preceding Business Day.

                                      -44-

<PAGE>

                  4.12.    PAYMENT OF ADJUSTMENT AMOUNTS. Within two (2)
Business Days following notice of the Agent's calculation of the Adjustment
Amount, the Borrower shall pay to the Agent, for distribution to the Banks based
on the Banks' pro rata interests under the Canadian Term Loan Facility, the
Adjustment Amount, if any, applicable for such date. If the Borrower disagrees
with the calculation of the Adjustment Amount set forth in any corresponding
notice thereof from the Agent, the Agent shall promptly following its receipt of
Borrower's notice of such disagreement provide to the Borrower a certificate
setting forth in reasonable detail its computation thereof. Each determination
of the Adjustment Amount by the Agent shall be conclusive and binding upon the
Borrower and the Banks in the absence of manifest error. Notwithstanding
anything herein to the contrary, (i) the payment and distribution of Adjustment
Amounts shall be based on the Banks' pro rata interests under the Canadian Term
Loan Facility, if any, for such date and (ii) if after giving effect to such
payment there remains any undistributed portion of such Adjustment Amount, the
amount thereof shall be delivered by the Borrower to the Agent for distribution
to the Term Lenders such that after giving effect thereto each Term Lender shall
have been paid its pro rata share of the Adjustment Amount.

         5.       COMMITMENT FEE AND OTHER FEES.

                  5.1.     COMMITMENT FEE. The Borrower agrees to pay to the
Agent for the account of each Bank a commitment fee computed on a daily basis of
a year of 360 days from the Closing Date to, but not including, the earlier of
the Maturity Date or the termination of the Commitment of such Bank, at the
Applicable Margin per annum on the daily average amount of such Bank's Unused
Commitment, such commitment fee to be payable in arrears 61 days after the end
of each fiscal quarterly period of each year and on the date the Commitments
terminate, commencing on the first such date to occur after the date hereof. For
purposes of computing commitment fees with respect to Commitments, a Commitment
of a Bank shall be deemed to be used to the extent of the outstanding Revolving
Loans and LC Exposure of such Bank (and the Swingline Exposure of such Bank
shall be disregarded for such purpose).

                  5.2.     ARRANGEMENT FEE. The Borrower agrees to pay to J.P.
Morgan Securities Inc. for its own account the arrangement fees payable in the
amounts and at the times separately agreed upon between the Borrower and J.P.
Morgan Securities Inc.

                  5.3.     INTENTIONALLY LEFT BLANK

                  5.4.     ADMINISTRATIVE AGENCY FEE. The Borrower agrees to pay
to the Agent, for its own account, administrative agency fees payable in the
amounts and at the times separately agreed upon between the Borrower and the
Agent.

                  5.5.     LETTER OF CREDIT FEES.

                  (a)      The Borrower agrees to pay the Agent for distribution
to the Banks (based upon their respective Pro Rata Percentage) a fee in respect
of each Letter of Credit issued for the account of the Borrower (the "Letter of
Credit Fee"), equal to the greater of (i) amount to be computed at a rate per
annum equal to the Applicable Margin on the Stated Amount of such Letter of
Credit and (ii) $250.00.

                                      -45-

<PAGE>

                  (b)      The Borrower agrees to pay to the Issuing Bank for
its own account a fronting fee for each Letter of Credit issued hereunder, equal
to an amount to be computed at a rate per annum equal to .125% on the Stated
Amount of such Letter of Credit.

                  (c)      Fees due to the Agent and the Issuing Bank pursuant
to this Section 5.5 shall be computed on the basis of a year of 360 days and,
(i) as to standby Letters of Credit, shall be due and payable in arrears 61 days
after the end of each fiscal quarterly period, the first such payment to be made
on the first such payment date for which such Letter of Credit is outstanding
hereunder for which no such fees shall heretofore have been paid, and on the
date such Letter of Credit expires and (ii) as to commercial Letters of Credit,
shall be paid at issuance.

                  5.6.     FEES NOT INTEREST; NONPAYMENT. The fees described in
this Agreement represent compensation for services rendered and to be rendered
separate and apart from the lending of money or the provision of credit and do
not constitute compensation for the use, detention, or forbearance of money,
and, subject to Section 13.11, the obligation of the Borrower to pay each fee
described herein shall be in addition to, and not in lieu of, the obligation of
the Borrower to pay interest, other fees described in this Agreement, and
expenses otherwise described in this Agreement. Fees shall be payable when due
in Dollars and in immediately available funds. Subject to Section 13.11 hereof,
all fees, including, without limitation, the commitment fee referred to in
Section 5.1, shall be non-refundable, and shall, to the fullest extent permitted
by Law, bear interest, if not paid when due, at a rate per annum equal to the
lesser of (a) 2% above the Alternate Base Rate or (b) the Highest Lawful Rate.
Each determination of an interest rate by the Agent shall be conclusive and
binding on the Borrower and the Banks in the absence of manifest error.

         6.       APPLICATION OF PROCEEDS. The Borrower agrees that the proceeds
of the Loans shall be used for (i) repayment in full of the Existing Credit
Agreement, (ii) Acquisitions permitted under Section 10.13, and (iii) general
corporate purposes and working capital needs.

         7.       REPRESENTATIONS AND WARRANTIES. The Borrower represents and
warrants that:

                  7.1.     ORGANIZATION AND QUALIFICATION. The Borrower and each
Restricted Subsidiary (a) is duly organized, validly existing, and in good
standing under the laws of its jurisdiction of organization; (b) has the power
and authority to own its properties and to carry on its business as now
conducted; and (c) is duly qualified to do business and is in good standing in
every jurisdiction where such qualification is necessary and where failure to be
so qualified would have a Material Adverse Effect.

                  7.2.     FINANCIAL STATEMENTS. The Borrower has furnished the
Banks with its audited consolidated financial statements for the Fiscal Years
2000 and 2001 and its unaudited consolidated financial statements for the fiscal
quarters ended April 4, 2002, August 3, 2002 and November 2, 2002, certified by
its chief financial officer, including balance sheets, income and cash flow
statements. The statements described above have been prepared in conformity with
GAAP. The statements described above fully and fairly present the consolidated
financial condition of the Borrower and its Subsidiaries and the results of
their operations as at the dates and for the periods indicated. As of the
Closing Date, there has been no event since February 2, 2002 which could
reasonably be expected to have a Material Adverse Effect. As of the Closing
Date, there exists no

                                      -46-

<PAGE>

material contingent liabilities or obligations, unusual long-term commitments or
unrealized losses of the Borrower or any of its Subsidiaries which are not fully
disclosed in such financial statements or disclosed by the Borrower to the Agent
in writing.

                  7.3.     LITIGATION. There is no action, suit or proceeding
pending (or, to the best knowledge of the Borrower, threatened) against the
Borrower or any Subsidiary thereof before any court, administrative agency or
arbitrator (i) which could reasonably be expected to have a Material Adverse
Effect or (ii) that involve any of the Loan Documents or the Transactions.

                  7.4.     DEFAULT. Neither the Borrower nor any Subsidiary
thereof is in default under or in violation of (i) the provisions of any
instrument evidencing any Debt or of any agreement relating thereto or (ii) any
judgment, order, writ, injunction or decree of any court or any order,
regulation or demand of any Governmental Authority, in each case which default
or violation could reasonably be expected to have a Material Adverse Effect.
There is in effect no waiver or waivers with respect to any loan agreement,
indenture, mortgage, security agreement, lease or other agreement or obligation
to which the Borrower or any Restricted Subsidiary thereof is a party which is
limited as to duration or is subject to the fulfillment of any condition which
if not in effect could reasonably be expected to have a Material Adverse Effect.

                  7.5.     TITLE TO PROPERTIES. The Borrower and each Restricted
Subsidiary have good and indefeasible title to, or valid leasehold interests in,
its respective material real and personal Properties, in each case, purported to
be owned or leased by it, as the case may be, free of any Liens except those
permitted in Section 10.1. All Leases necessary for the conduct of the business
of the Borrower and each Restricted Subsidiary are valid and subsisting and are
in full force and effect. Each of the Borrower and its Restricted Subsidiaries
owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and
other intellectual property material to its business, and the use thereof by the
Borrower and its Restricted Subsidiaries does not infringe upon the rights of
any Person, except for any such infringements that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

                  7.6.     PAYMENT OF TAXES. The Borrower and each Subsidiary
thereof has filed or caused to be filed all federal, state, provincial and
foreign income tax returns which are required to be filed, and has paid or
caused to be paid all taxes as shown on such returns or on any assessment
received by it to the extent that such taxes have become due, except for such
taxes and assessments as are being contested in good faith in appropriate
proceedings and reserved for in accordance with GAAP in the manner required by
Section 9.10.

                  7.7.     CONFLICTING OR ADVERSE AGREEMENTS OR RESTRICTIONS.
Neither Borrower nor any Subsidiary thereof is a party to any contract or
agreement or subject to any restriction which could reasonably be expected to
have a Material Adverse Effect. Neither the execution and delivery by Borrower
or any Subsidiary of the Loan Documents to which it is a party nor the
consummation by it of the transactions contemplated thereby nor its fulfillment
and compliance with the respective terms, conditions and provisions thereof will
(i) result in a breach of, or constitute a default under, the provisions of (a)
any order, writ, injunction or decree of any court which is applicable to it or
(b) any material contract or agreement to which it is a party or by which it is
bound, (ii) result in or require the creation or imposition of any Lien on any
of its property pursuant to the express

                                      -47-

<PAGE>

provisions of any material agreement to which it is a party or (iii) result in
any violation by it of (a) its charter, bylaws or other organizational documents
or (b) any Law or regulation of any Governmental Authority applicable to it.

                  7.8.     AUTHORIZATION, VALIDITY, ETC. The Borrower and each
Subsidiary thereof has the power and authority to make, execute, deliver and
carry out the Loan Documents to which it is a party and the transactions
contemplated therein and to perform its obligations thereunder and all such
action has been duly authorized by all necessary proceedings on its part. The
Loan Documents to which it is a party have been duly and validly executed and
delivered by the Borrower and each Subsidiary thereof and constitute valid and
legally binding agreements of the Borrower and each Subsidiary thereof
enforceable in accordance with their respective terms, except as limited by
Debtor Laws.

                  7.9.     INVESTMENT COMPANY ACT NOT APPLICABLE. Neither
Borrower nor any Subsidiary thereof is an "investment company", or a company
"controlled" by an "investment company", within the meaning of the Investment
Company Act of 1940, as amended.

                  7.10.    PUBLIC UTILITY HOLDING COMPANY ACT NOT APPLICABLE.
Neither Borrower nor any Subsidiary thereof is a "holding company", or a
"subsidiary company" of a "holding company", or an "affiliate" of a "holding
company", or an affiliate of a "subsidiary company" of a "holding company", or a
"public utility", as such terms are defined in the Public Utility Holding
Company Act of 1935, as amended.

                  7.11.    MARGIN STOCK. Neither the Borrower nor any Subsidiary
thereof is engaged in the business of extending credit for the purpose of
purchasing or carrying Margin Stock, and no proceeds of any Loan will be used
(a) to purchase or carry any Margin Stock or to extend credit to others for the
purpose of purchasing or carrying any Margin Stock; (b) to reduce or retire any
Debt which was originally incurred to purchase or carry any such Margin Stock;
(c) for any other purpose which might constitute this transaction a "purpose
credit" within the meaning of Regulation U or X; or (d) to acquire any security
of any Person who is subject to Sections 13 and 14 of the Securities Exchange
Act. After applying the proceeds of each Loan, not more than twenty-five percent
(25%) of the value (as determined in accordance with Regulation U) of the
Borrower's assets is represented by Margin Stock. Neither the Borrower nor any
Subsidiary thereof, nor any Person acting on behalf of the Borrower or any
Subsidiary, has taken or will take any action which might cause any Loan
Document to violate Regulation U or X or any other regulation of the Board of
Governors of the Federal Reserve System.

                  7.12.    ERISA. Neither the Borrower nor any ERISA Affiliate
has ever established, maintained, contributed to or been obligated to contribute
to, and neither the Borrower and each ERISA Affiliate nor any ERISA Affiliate
has any liability or obligation with respect to any PBGC Plan, Multiemployer
Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has
any present intention to establish a PBGC Plan, a Multiemployer Plan or a
Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has ever
established, maintained, contributed to or been obligated to contribute to any
employee welfare benefit plan (as defined in Section 3(1) of ERISA) which
provides benefits to retired employees (other than as required by Section 601 of
ERISA). The Borrower and each ERISA Affiliate is in compliance in all material
respects with all

                                      -48-

<PAGE>

applicable provisions of ERISA and the Code with respect to each Plan, including
the fiduciary provisions thereof, and each Plan is, and has been, maintained in
compliance in all material respects with ERISA and, where applicable, the Code.
Full payment when due has (and, on the Closing Date will have) been made of all
amounts which the Borrower and each ERISA Affiliate is required under the terms
of each Plan or applicable law to have paid as contributions to such Plan as of
the date hereof.

                  7.13.    FULL DISCLOSURE. All information heretofore or
contemporaneously furnished by or on behalf of the Borrower or any Subsidiary
thereof in writing to the Agent or any Bank for purposes of or in connection
with this Agreement or any transaction contemplated hereby is (including,
without limitation, the Information Memorandum) and all other such information
hereafter furnished by or on behalf of the Borrower or any Subsidiary thereof in
writing to the Agent or any Bank will be, (a) true and accurate in all material
respects on the date as of which such information is dated or certified and (b)
taken as a whole with all such written information provided to the Agent or any
Bank, not incomplete by omitting to state any material fact necessary to make
such information not misleading in light of the circumstances under which such
information was provided; provided, that, with respect to projected financial
information, the Borrower represents only that such information was prepared in
good faith based upon assumptions believed to be reasonable at the time. There
is no fact known to the Borrower or any Subsidiary which is reasonably likely to
have a Material Adverse Effect, which has not been disclosed herein or in such
other written documents, information or certificates furnished to the Agent and
the Banks for use in connection with the transactions contemplated hereby.

                  7.14.    ENVIRONMENTAL MATTERS.

                  (a)      Neither the Borrower nor any Subsidiary thereof (i)
has received any summons, citation, directive, letter, notice or other form of
communication, or otherwise learned of any claim, demand, action, event,
condition, report or investigation indicating or concerning any potential or
actual liability which would individually, or in the aggregate, have a Material
Adverse Effect arising in connection with (A) any noncompliance with, or
violation of, the requirements of any Environmental Protection Statute; (B) the
release, or threatened release, of any Hazardous Materials into the environment;
or (C) the existence of any Environmental Lien on any Property of the Borrower
or any Subsidiary; or (ii) has any actual or, to its knowledge, threatened
liability to any Person under any Environmental Protection Statute which would,
individually or in the aggregate, have a Material Adverse Effect.

                  (b)      The Borrower and each Subsidiary thereof has obtained
all consents, licenses or permits which are required under all Environmental
Protection Statutes (including, without limitation, laws relating to emissions,
discharges, releases or threatened releases of Hazardous Materials into the
environment (including, without limitation, air, surface water, ground water or
land) or otherwise relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of Hazardous Materials),
except to the extent that failure to have or obtain any such consent, license or
permit does not have a Material Adverse Effect. The Borrower and each Subsidiary
thereof is in compliance with all terms and conditions of the consents, licenses
or permits required to be obtained by it, and is also in compliance with all
other limitations, restrictions, conditions, standards, prohibitions,
requirements, obligations, schedules and timetables

                                      -49-

<PAGE>

contained in those laws or contained in any regulation, code, plan, order,
injunction, notice or demand letter issued, entered, promulgated or approved
thereunder, except to the extent that failure to comply does not have a Material
Adverse Effect.

                  7.15.    PERMITS AND LICENSES. All material permits, licenses
and other Governmental Approvals necessary for the Borrower and its Restricted
Subsidiaries to carry on their respective businesses have been obtained and are
in full force and effect and neither the Borrower nor any Subsidiary is in
material breach of the foregoing. The Borrower and each Restricted Subsidiary
thereof own, or possess adequate licenses or other valid rights to use, all
trademarks, trade names, service marks, copyrights, patents and applications
therefore which are material to the conduct of the business, operations or
financial condition of the Borrower or such Restricted Subsidiary.

                  7.16.    SOLVENCY. As of the Closing Date, upon giving effect
to the execution and delivery of the Loan Documents by each party thereto, the
following are true and correct:

                  (a)      The fair saleable value of the assets of the Borrower
         and each Subsidiary exceeds the amount that will be required to be paid
         on, or in respect of, the existing debts and other liabilities
         (including, without limitation, pending or overtly threatened
         litigation in reasonably foreseeable amounts in excess of effective
         insurance coverage and all other contingent liabilities) of the
         Borrower and each Subsidiary as they mature;

                  (b)      The assets of the Borrower and each Subsidiary do not
         constitute unreasonably small capital for it to carry out its business
         as now conducted and as proposed to be conducted including its capital
         needs, taking into account the particular capital requirements of the
         business conducted by it, and reasonably projected capital requirements
         and capital availability thereof; and

                  (c)      Neither the Borrower, nor any Subsidiary, intends to
         incur debts beyond its ability to pay such debts as they mature (taking
         into account the timing and amounts of cash reasonably expected to be
         received by the Borrower and such Subsidiary, as the case may be, and
         of amounts reasonably expected to be payable on or in respect of debt
         of the Borrower and such Subsidiary, as the case may be).

                  7.17.    CAPITAL STRUCTURE. As of the Closing Date, the
Borrower owns the percentage of all classes of Capital Stock of each Subsidiary
and the ownership of each such Subsidiary and the ownership of Borrower as of
the date hereof is as set forth on Schedule 7.17 attached hereto. Except for the
Subsidiaries described on Schedule 7.17 or as otherwise notified to the Agent in
writing pursuant to Section 9.1(i), the Borrower has no other Subsidiaries. As
of the Closing Date, Borrower has no partnership or joint venture interests in
any other Person except as set forth in Schedule 7.17. All of the issued and
outstanding shares of Capital Stock of the Borrower and each Subsidiary are
fully paid and nonassessable and, except as created by the Pledge Agreements are
free and clear of any Lien. As of the Closing Date, each Non-Guaranteeing
Restricted Subsidiary is set forth on Schedule 7.17.

                  7.18.    INSURANCE. The Borrower and each Subsidiary maintain
insurance of such types as is usually carried by corporations of established
reputation engaged in the same or similar business and which are similarly
situated ("Similar Businesses") with financially sound and

                                      -50-

<PAGE>

reputable insurance companies and associations (or as to workers' compensation
or similar insurance, in an insurance fund or by self-insurance authorized by
the jurisdiction in which its operations are carried on), and in such amounts as
such insurance is usually carried by Similar Businesses. Schedule 7.18 sets
forth a description of all insurance maintained by or on behalf of the Borrower
and its Subsidiaries as of the Closing Date. As of the Closing Date, all
premiums in respect of such insurance which are then due and payable have been
paid except for such premiums as are subject to good faith dispute and the
coverage of which remains in force, except as to trivial and insignificant
coverage scope.

                  7.19.    COMPLIANCE WITH LAWS. The business and operations of
the Borrower and each Restricted Subsidiary as conducted at all times have been
and are in compliance in all respects with all applicable Laws, except where the
failure to so comply could not reasonably be expected to have a Material Adverse
Effect.

                  7.20.    NO CONSENT. Except to the extent the same has already
been obtained, no authorization or approval or other action by, and no notice to
or filing with, any Person or any Governmental Authority is required for the due
execution, delivery and performance by the Borrower or any Subsidiary thereof of
this Agreement or any other Loan Document to which it is a party, the borrowings
hereunder or issuance of Letters of Credit, in each case as contemplated herein,
or the effectuation of the transactions contemplated under any Loan Document to
which it is a party.

         8.       CONDITIONS.

                  8.1.     CLOSING DATE. The obligations of the Banks to make
Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not
become effective until the date on which each of the following conditions is
satisfied (or waived in accordance with Section 13.18):

                  (a)      Approvals. The Borrower shall have obtained all
         orders, approvals or consents of all Persons required for the
         execution, delivery and performance by the Borrower and each Subsidiary
         of each Loan Document to which it is a party.

                  (b)      Compliance with Law. The business and operations of
         the Borrower and each Subsidiary as conducted at all times relevant to
         the transactions contemplated by this Agreement to and including the
         close of business on the Closing Date shall have been and shall be in
         compliance (other than any failure to be in compliance that could not
         reasonably be expected to result in a Material Adverse Effect) with all
         applicable Laws. No Law shall prohibit the transactions contemplated by
         the Loan Documents. No order, judgment or decree of any Governmental
         Authority, and no action, suit, investigation or proceeding pending or
         threatened in any court or before any arbitrator or Governmental
         Authority that purports to affect the Borrower or any Subsidiary, shall
         exist that could reasonably be expected to have a Material Adverse
         Effect.

                  (c)      Officer's Certificate. On the Closing Date, the Agent
         shall have received a certificate dated the Closing Date of a
         Responsible Officer of the Borrower (with a copy thereof for each Bank)
         certifying that (i) there has not occurred a material adverse change in
         the business, assets, operations, condition (financial or otherwise) or
         prospects of the Borrower and its Subsidiaries or in the facts and
         information regarding such Persons as

                                      -51-

<PAGE>

         represented in the Borrower's most recent annual audited financial
         statements dated February 2, 2002, (ii) the Borrower and its Restricted
         Subsidiaries are in compliance with all existing financial obligations,
         (iii) no Default or Event of Default shall have occurred and be
         continuing, and (iv) the representations and warranties of the Borrower
         and each Restricted Subsidiary contained in the Loan Documents (other
         than those representations and warranties limited by their terms to a
         specific date, in which case they shall be true and correct as of such
         date) shall be true and correct on and as of the Closing Date.

                  (d)      Insurance. On the Closing Date, the Agent shall have
         received all such information as the Agent shall reasonably request
         concerning the insurance maintained by the Borrower and each
         Subsidiary.

                  (e)      Payment of Fees and Expenses. Payment of (i) all fees
         due and owing and described in Section 5 hereof and (ii) the reasonable
         expenses of, or incurred by, the Agent and counsel, to the extent
         billed as of the Closing Date, to and including the Closing Date in
         connection with the negotiation and closing of the transactions
         contemplated herein.

                  (f)      [Intentionally omitted]

                  (g)      Canadian Term Credit Facility. The conditions set
         forth in Section 8.1 of the Canadian Term Credit Facility shall be
         satisfied (or waived pursuant to the terms thereof), which agreement
         shall be on terms and conditions reasonably satisfactory to the Banks.

                  (h)      Existing Credit Agreement. Contemporaneous with, and
         with the initial use of the proceeds from, the initial Borrowing, the
         Borrower shall have terminated and repaid in full of the Existing
         Credit Agreement, and replaced, or, satisfactory to the Agent,
         otherwise provided for, the letters of credit issued and outstanding
         thereunder.

                  (i)      Required Documents and Certificates. On the Closing
         Date, the Banks shall have received the following, in each case in
         form, scope and substance satisfactory to the Banks:

                           (i)      this Agreement executed and delivered on
                  behalf of each party hereto;

                           (ii)     the Guaranty, executed and delivered by each
                  Restricted Subsidiary (other than any Non-Guaranteeing
                  Restricted Subsidiary, Moores The Suit People U.S., Inc. and
                  Chelsea Market Systems LLC) existing as of the Closing Date;

                           (iii)    the Pledge Agreement, executed and delivered
                  on behalf of each party thereto, together with (y) any
                  certificates representing all shares of such stock so pledged
                  and for each such certificate a stock power executed in blank
                  and (z) any instruments evidencing Debt so pledged;

                           (iv)     an Officer's Certificate from the Borrower,
                  each Guarantor and each Pledgor dated as of the Closing Date
                  certifying, inter alia, (A) Articles of Incorporation or
                  Bylaws (or equivalent corporate documents), as amended and in
                  effect of such Person; (B) resolutions duly adopted by the
                  Board of Directors of such

                                      -52-

<PAGE>

                  Person authorizing the transactions contemplated by the Loan
                  Documents to which it is a party and (C) the incumbency and
                  specimen signatures of the officers of such Person executing
                  documents on its behalf;

                           (v)      a certificate from the appropriate public
                  official of each jurisdiction in which the Borrower and each
                  Subsidiary is organized as to the continued existence and good
                  standing of such Person;

                           (vi)     a certificate from the appropriate public
                  official of each jurisdiction in which the Borrower and each
                  Subsidiary is authorized and qualified to do business as to
                  the due qualification and good standing of such Person, where
                  failure to be so qualified or certified is reasonably likely
                  to have a Material Adverse Effect;

                           (vii)    legal opinions in form, substance and scope
                  satisfactory to the Agent from counsel for, and issued upon
                  the express instructions of, the Borrower;

                           (viii)   certified copies of Requests for Information
                  of Copies (Form UCC-11), or equivalent reports, for the States
                  of Delaware, Texas and California listing all effective
                  financing statements which name the Borrower and each
                  Subsidiary (under its present name, any trade names and any
                  previous names) as debtor and which are filed, together with
                  copies of all such financing statements;

                           (ix)     the Intercreditor Agreement, duly executed
                  and delivered by the parties thereto;

                           (x)      the financial statements referred to in
                  Section 7.2; and

                           (xi)     any other documents reasonably requested by
                  the Agent prior to the Closing Date.

                  In addition, as of the Closing Date, all legal matters
incident to the transactions herein contemplated shall be satisfactory to the
Agent and the Banks.

                  The Agent shall notify the Borrower and the Banks of the
Closing Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Banks to make Loans and of the Issuing
Bank to issue Letters of Credit hereunder shall not become effective unless each
of the foregoing conditions is satisfied (or waived pursuant to Section 13.18)
at or prior to 3:00 p.m., Houston time, on January 31, 2003 (and, in the event
such conditions are not so satisfied or waived, the Commitments shall terminate
at such time).

                  8.2.     CONDITIONS TO EACH LOAN AND LETTER OF CREDIT. The
obligation of the Banks to make, continue and convert each Loan and of the
Issuing Bank to issue, renew and extend any Letter of Credit (or any amendment
which increases the Stated Amount thereof), is subject to the following
conditions:

                  (a)      Representations True and No Defaults. (i) The
         representations and warranties of the Borrower and each Subsidiary
         contained in the Loan Documents (other than those

                                      -53-

<PAGE>

         representations and warranties limited by their terms to a specific
         date, in which case they shall be true and correct as of such date)
         shall be true and correct on and as of the particular Borrowing Date or
         the applicable Conversion/Continuation Date or on the date of issuance,
         renewal or extension of any Letter of Credit, as the case may be, as
         though made on and as of such date; (ii) no event has occurred since
         the date of the most recent financial statements delivered pursuant to
         Section 9.1(a) (or in the case of a Borrowing prior to the delivery of
         such statements, February 4, 2002), that has caused or could reasonably
         be expected to cause a Material Adverse Effect; and (iii) no Event of
         Default or Default shall have occurred and be continuing or result
         therefrom.

                  (b)      Borrowing Documents. On each Borrowing Date, the
         Agent shall have received a Notice of Borrowing in respect of the
         Revolving Loans delivered in accordance with Section 2.2.

                  (c)      Conversion/Continuation Documents. On each
         Conversion/Continuation Date, the Agent shall have received a Notice of
         Rate Change/Continuation.

                  (d)      Letter of Credit Documents. On the date of the
         issuance, renewal or extension of any Letter of Credit (or any
         amendment which increases the Stated Amount thereof), the Agent shall
         have received a Letter of Credit Request, delivered in accordance with
         Section 2.4.

         9.       AFFIRMATIVE COVENANTS. The Borrower covenants and agrees that,
so long as any Loan shall remain unpaid, any Letter of Credit shall remain
outstanding, or any Bank shall have any Commitment hereunder, the Borrower will:

                  9.1.     REPORTING AND NOTICE REQUIREMENTS. Furnish to the
Agent (with a copy for each Bank) for delivery to the Banks:

                  (a)      Quarterly Financial Statements. As soon as available
         and in any event within sixty (60) days after the end of each fiscal
         quarter of the Borrower (excluding the fourth quarter), consolidated
         balance sheets of the Borrower and its Subsidiaries as of the end of
         such quarter and consolidated statements of earnings, shareholders'
         equity and cash flow of the Borrower and its Subsidiaries for the
         period commencing at the end of the previous Fiscal Year of the
         Borrower and ending with the end of such fiscal quarter, setting forth
         in each case in comparative form corresponding consolidated figures for
         the corresponding period in the immediately preceding Fiscal Year of
         the Borrower, all in reasonable detail and certified by a Responsible
         Officer as presenting fairly the consolidated financial position of the
         Borrower and its Subsidiaries as of the date indicated and the results
         of their operations for the period indicated in conformity with GAAP,
         consistently applied, subject to changes resulting from year-end audit
         adjustments.

                  (b)      Annual Financial Statements. As soon as available and
         in any event within one hundred five (105) days after the end of each
         Fiscal Year of the Borrower, audited consolidated statements of
         earnings, shareholders' equity and cash flow of the Borrower and its
         Subsidiaries for such Fiscal Year, and audited consolidated balance
         sheets of the Borrower and its Subsidiaries as of the end of such
         Fiscal Year, setting forth in each case in

                                      -54-

<PAGE>

         comparative form corresponding consolidated figures for the immediately
         preceding year, all in reasonable detail and satisfactory in form,
         substance, and scope to the Agent, together with the unqualified
         opinion of Deloitte & Touche LLP or other independent certified public
         accountants of recognized national standing selected by the Borrower
         stating that such financial statements fairly present the consolidated
         financial position of the Borrower and its Subsidiaries as of the date
         indicated and the consolidated results of their operations and cash
         flow for the period indicated in conformity with GAAP, consistently
         applied (except for such inconsistencies which may be disclosed in such
         report), and that the audit by such accountants in connection with such
         consolidated financial statements has been made in accordance with
         generally accepted auditing standards.

                  (c)      Consolidated Statements. In the event that the
         Borrower or any of its Restricted Subsidiaries have made an Investment
         in an Unrestricted Subsidiary and such Investment continues to be
         outstanding, consolidated financial statements (balance sheets,
         statements of earnings, shareholders' equity and cash flow) of the
         Borrower and Restricted Subsidiaries. The consolidated financial
         statements referred to in this Section 9.1(c) will be provided within
         the time frame specified in Section 9.1(a) or 9.1(b), as appropriate,
         but will not be subject to audit and will not include customary
         footnotes.

                  (d)      Compliance Certificate. Together with the delivery of
         any information required by Subsection (a) and Subsection (b) of this
         Section 9.1, a certificate in the form of Exhibit D hereto signed by a
         Responsible Officer, (i) stating that there exists no Event of Default
         or Default, or if any Event of Default or Default exists, specifying
         the nature thereof, the period of existence thereof, and what action
         the Borrower proposes to take with respect thereto; and (ii) setting
         forth such schedules, computations and other information as may be
         required to demonstrate that the Borrower is in compliance with its
         covenants in Sections 10.2, 10.3, 10.5, 10.13 and 10.14 hereof.

                  (e)      Notice of Default. Promptly after any Responsible
         Officer or the Corporate Controller of the Borrower knows or has reason
         to know that any Default or Event of Default has occurred, a written
         statement of a Responsible Officer of the Borrower setting forth the
         details of such event and the action which the Borrower has taken or
         proposes to take with respect thereto.

                  (f)      Notice of Litigation. Promptly after any Responsible
         Officer or the Corporate Controller of the Borrower or of any
         Subsidiary obtaining knowledge of the commencement thereof, notice of
         any litigation, legal, administrative or arbitral proceeding,
         investigation or other action of any nature which involves the
         reasonable possibility of any judgment or liability which could have a
         Material Adverse Effect and which notice does not require a waiver of
         the attorney-client privilege in respect of such litigation, proceeding
         or investigation, and upon request by the Agent or any Bank, details
         regarding such litigation which are satisfactory to the Agent or such
         Bank.

                  (g)      Securities Filings. Promptly after the sending or
         filing thereof and in any event within fifteen (15) days thereof,
         copies of all reports which the Borrower sends to any of its security
         holders, and copies of all reports (including each regular and periodic
         report (excluding registration statements on Form S-8)) and each
         registration statement or

                                      -55-

<PAGE>

         prospectus, which the Borrower or any Subsidiary files with the
         Securities and Exchange Commission or any national securities exchange.

                  (h)      ERISA Notices, Information and Compliance. The
         Borrower will, and will cause each of its ERISA Affiliates to deliver
         to the Agent, as soon as possible and in any event within ten (10) days
         after the Borrower or any of its ERISA Affiliates knows of the
         occurrence of any of the following, a certificate of the chief
         financial officer of the Borrower (or, if applicable, of the ERISA
         Affiliate) setting forth the details as to such occurrence and the
         action, if any, which the Borrower or ERISA Affiliate is required or
         proposes to take, together with any notices required or proposed to be
         given or filed with or by the Borrower, an ERISA Affiliate, the PBGC or
         plan administrator with respect thereto:

                           (i)      the establishment or adoption of any PBGC
                  Plan, Multiemployer Plan or Multiple Employer Plan by the
                  Borrower or any ERISA Affiliate on or after the Effective Date
                  (a "Future Plan");

                           (ii)     the occurrence of an ERISA Event with
                  respect to any Future Plan;

                           (iii)    the existence of an accumulated funding
                  deficiency (within the meaning of Section 302 of ERISA) with
                  respect to any Future Plan as determined as of the end of each
                  Fiscal Year of the Future Plan;

                           (iv)     the making of an application to the
                  Secretary of the Treasury for a waiver or modification of the
                  minimum funding standard (including any required installment
                  payments) or extension of any amortization period under
                  Section 412 of the Code with respect to any Future Plan;

                           (v)      the institution of a proceeding pursuant to
                  Section 515 of ERISA to collect delinquent contributions from
                  the Borrower or an ERISA Affiliate with respect to a Future
                  Plan;

                           (vi)     the occurrence of any "prohibited
                  transaction" as described in Section 406 of ERISA or in
                  Section 4975 of the Code, in connection with any Plan or any
                  trust created thereunder; or

                           (vii)    the failure to pay when due all amounts that
                  the Borrower or any ERISA Affiliate is required under the
                  terms of each Plan or applicable law to have paid as a
                  contribution to such Plan.

                  Upon written request of the Agent, the Borrower will and will
cause its ERISA Affiliates to obtain and deliver to the Agent, as soon as
possible and in any event within ten (10) days from receipt of the request, a
complete copy of the most recent annual report (Form 5500) of each Plan required
to be filed with the Internal Revenue Service and copies of any other reports or
notices which the Borrower or an ERISA Affiliate files with the Internal Revenue
Service, PBGC or the United States Department of Labor or which the Borrower or
an ERISA Affiliate receives from such Governmental Authority.

                                      -56-

<PAGE>

                  (i)      Notice of New Subsidiaries. Within ten (10) days
         after the formation or acquisition of any Subsidiary of the Borrower, a
         certificate of a Responsible Officer notifying the Agent of such event.

                  (j)      Notice of Material Adverse Effect. Promptly after any
         Responsible Officer or the Corporate Controller of the Borrower knows
         or has reason to know of the occurrence of any action or event which
         may cause a Material Adverse Effect, a written statement of the
         Responsible Officer of the Borrower setting forth the details of such
         action or event and the action which the Borrower has taken or proposes
         to take with respect thereto.

                  (k)      Eurodollar Rate Margin Certificate. Within fifty-five
         (55) days after the end of each fiscal quarter of the Borrower, a
         certificate in the form of Exhibit E hereto signed by a Responsible
         Officer, (i) setting forth (x) the ratio of Adjusted Debt to EBITDA
         plus Base Rent Expense for the four immediately preceding fiscal
         quarterly periods ending on such fiscal quarter, and (y) the resultant
         Applicable Margin determined as of the end of the relevant fiscal
         quarter for the four fiscal quarters ending on such date and (ii)
         setting forth such computations and other financial information as may
         be required to determine such ratio of Adjusted Debt to EBITDA plus
         Base Rent Expense.

                  (l)      Other Information. Such other information respecting
         the condition or operations, financial or otherwise, of the Borrower or
         any of its Subsidiaries as any Bank through the Agent may from time to
         time reasonably request.

                  9.2.     CORPORATE EXISTENCE. Except as otherwise permitted by
Section 10.4, remain, and cause each Restricted Subsidiary to remain, (i) a
corporation duly organized, validly existing, and in good standing under the
laws of its jurisdiction of organization, with the power to own its properties
and to carry on its business; and (ii) duly qualified to do business and in good
standing in every jurisdiction where such qualification is necessary and where
failure to be so qualified would have a Material Adverse Effect.

                  9.3.     BOOKS AND RECORDS. Maintain, and cause each
Subsidiary to maintain, complete and accurate books of record and account in
accordance with sound accounting practices in which true, full and correct
entries will be made of all its dealings and business affairs.

                  9.4.     INSURANCE. Maintain, and cause each Subsidiary to
maintain, insurance of such types as Similar Businesses with financially sound
and reputable insurance companies and associations (or as to workers'
compensation or similar insurance, in an insurance fund or by self-insurance
authorized by the jurisdiction in which its operations are carried on),
including without limitation public liability insurance, casualty insurance
against loss or damage to its Properties, assets and businesses now owned or
hereafter acquired, and business interruption insurance, and in such amounts as
such insurance is usually carried by Similar Businesses.

                  9.5.     RIGHT OF INSPECTION. In each case subject to the last
sentence of this Section 9.5, from time to time during regular business hours
upon reasonable notice to the Borrower and at no cost to the Borrower (unless a
Default or Event of Default shall have occurred and be continuing at such time)
permit, and cause each Subsidiary to permit, any officer, or employee of, or
agent designated by, the Agent or any Bank to visit and inspect any of the
Properties of the Borrower

                                      -57-

<PAGE>

or any Subsidiary, examine the Borrower's or such Subsidiary's corporate books
or financial records, take copies and extracts therefrom and discuss the
affairs, finances and accounts of the Borrower or any Subsidiary with the
Borrower's or such Subsidiary's officers or certified public accountants
(subject to the agreement of such accountants), all as often as the Agent or any
Bank may reasonably desire. At the request of the Agent, the Borrower will use
its best efforts to assure that its certified public accountants agree to meet
with the Banks to discuss such matters related to the affairs, finances and
accounts of the Borrower or any Subsidiary as they may request; provided that a
representative of the Borrower shall be present during any such discussions with
such certified public accountants. Each of the foregoing inspections shall be
made subject to compliance with applicable safety standards and the same
conditions applicable to Borrower or any Restricted Subsidiary in respect of
property of that Borrower or any Restricted Subsidiary on the premises of
Persons other than Borrower or any Restricted Subsidiary, and all information,
books and records furnished or requested to be furnished, or of which copies,
photocopies or photographs are made or requested to be made, all information to
be investigated or verified and all discussions conducted with any officer,
employee or representative of Borrower or any Restricted Subsidiary shall be
subject to any applicable attorney-client privilege exceptions which Borrower or
any Restricted Subsidiary determines is reasonably necessary and compliance with
conditions to disclosures under non-disclosure agreements between any Borrower
or any Restricted Subsidiary and Persons other than Borrower or any Restricted
Subsidiary and the express undertaking of each Person acting at the direction of
or on behalf of any Bank or Agent to be bound by the confidentiality provisions
of Section 13.21 of this Agreement.

                  9.6.     MAINTENANCE OF PROPERTY. At all times maintain,
preserve, protect and keep, and cause each Restricted Subsidiary to at all times
maintain, preserve, protect and keep, or cause to be maintained, preserved,
protected and kept, its Property in good repair, working order and condition
(ordinary wear and tear excepted) and, from time to time, will make, or cause to
be made, all repairs, renewals, replacements, extensions, additions, betterments
and improvements to its Property as are appropriate, so that each of (a) (i) the
Borrower and (ii) the Borrower and its Restricted Subsidiaries, taken as a
whole, maintain their current line of business, and (b) the business carried on
in connection therewith may be conducted properly and efficiently at all times.

                  9.7.     GUARANTEES OF CERTAIN RESTRICTED SUBSIDIARIES; PLEDGE
AGREEMENTS.

                  (a)      Immediately upon the designation, formation or
acquisition of any Restricted Subsidiary (and until designated an Unrestricted
Subsidiary in accordance with the terms hereof), cause such Restricted
Subsidiary to provide to the Agent for the benefit of the Banks a guaranty of
the obligations of the Borrower under this Agreement which shall be in the form
of the guaranty supplement which is set forth as Exhibit A to the Guaranty
Agreement attached hereto as Exhibit F (each, as amended from time to time, a
"Guaranty"), together with written evidence satisfactory to Agent and its
counsel that such Restricted Subsidiary has taken all corporate and other action
and obtained all consents necessary to duly approve and authorize its execution,
delivery and performance of the Guaranty, any other documents which it is
required to execute, and an opinion of counsel to such Restricted Subsidiary in
form, scope and substance acceptable to the Agent; provided, however, any
Subsidiary organized under the laws of any jurisdiction other than a
jurisdiction located in the United States of America (unless treated as a U.S.
taxpayer under Section 7701 of the Code and the regulations issued thereunder,
or any successor provisions) shall

                                      -58-

<PAGE>

not be required to execute and deliver a Guaranty (any such Restricted
Subsidiary herein referred to as a "Non-Guaranteeing Restricted Subsidiary").

                  (b)      Immediately upon the designation, formation or
acquisition of any Restricted Subsidiary (and until designated an Unrestricted
Subsidiary in accordance with the terms hereof) the Borrower and any Restricted
Subsidiary which owns any Capital Stock in or Debt of such Restricted Subsidiary
will execute and deliver a Pledge Agreement which shall be in the form of the
supplement which is set forth as Annex-1 to the Pledge Agreement attached hereto
as Exhibit G (as amended from time to time, the "Pledge Agreement") pursuant to
which such Capital Stock and Debt shall be pledged as a lien to secure the
Obligations, which shall be a first priority lien except for Liens permitted by
Section 10.1(i) (except that, if such Restricted Subsidiary is formed in a
jurisdiction outside the United States, such Capital Stock of such Restricted
Subsidiary to be pledged may be limited to 65% of the outstanding shares of
Capital Stock of such Restricted Subsidiary). [Notwithstanding the foregoing, it
is agreed that the Capital Stock of Goldon Moores Finance Company shall not be
required to be so pledged.] Together with the foregoing, each Pledgor shall
deliver to the Agent written evidence satisfactory to the Agent and its counsel
that such Pledgor has taken all corporate and other action and obtained all
consents necessary to duly approve and authorize its execution, delivery and
performance of the Pledge Agreement, any other documents which it is required to
execute, and an opinion of counsel to such Pledgor in form, scope and substance
reasonably acceptable to the Agent.

                  (c)      It is agreed and understood that the agreement of the
Borrower under this Section 9.7 to cause any such Restricted Subsidiary to
provide to the Agent for the benefit of the Banks a Guaranty and to cause the
Capital Stock and Debt of such Restricted Subsidiary to be pledged as security
for the Obligations is a condition precedent to the making of the Loans and the
issuance of Letters of Credit pursuant to this Agreement and that the entry into
this Agreement by the Banks constitutes good and adequate consideration for the
provision of such Guaranty and Pledge Agreement.

                  (d)      The Borrower represents and warrants that Moores The
Suit People U.S., Inc. and Chelsea Market Systems LLC are each a de minimis
Subsidiary, and therefore it is agreed that such Subsidiaries shall be
Restricted Subsidiaries but shall not be required to execute a Guaranty, nor
shall the Capital Stock or Debt thereof be required to be pledged, as of the
Closing Date. If there is a substantial increase in the net worth of Moores The
Suit People U.S., Inc. or Chelsea Market Systems LLC after the Closing Date, the
Borrower agrees to cause such Restricted Subsidiary to become a Guarantor and to
cause its Capital Stock and Debt to be pledged upon the request of the Agent.

                  9.8.     ACCOUNTING PRINCIPLES. If any changes in accounting
principles from those used in the preparation of the financial statements
referenced in Section 9.1 are adopted by the Borrower and such changes result in
a change in the method of calculation or the interpretation of any of the
financial covenants, standards or terms found in Section 9.1, Section 10.13,
Section 10.14 or any other provision of this Agreement, deliver to the Agent a
reconciliation prepared by a Responsible Officer showing the effect of such
changes hereunder; provided that the Borrower and the Banks agree to amend any
such affected terms and provisions so as to reflect such changes with

                                      -59-

<PAGE>

the result that the criteria for evaluating Borrower's or such Subsidiaries'
financial condition shall be the same after such changes as if such changes had
not been made.

                  9.9.     PATENTS, TRADEMARKS AND LICENSES. Maintain, and cause
each Restricted Subsidiary to maintain, all assets, licenses, patents,
copyrights, trademarks, service marks, trade names, permits and other
Governmental Approvals necessary to conduct its business except where the
failure to so maintain is not reasonably likely to have a Material Adverse
Effect.

                  9.10.    TAXES; OBLIGATIONS. Pay and discharge, and cause each
Subsidiary to pay and discharge, before they become delinquent, all taxes,
assessments, and governmental charges or levies imposed upon the Borrower, any
Subsidiary or upon the income or any Property of the Borrower or any Subsidiary
as well as all material claims and obligations of any kind (including, without
limitation, claims for labor, materials, supplies, and rent) which, if unpaid,
might become a Lien upon any Property of the Borrower or any Restricted
Subsidiary; provided, however, that neither the Borrower nor any Subsidiary
shall be required to pay any such tax, assessment, charge, levy or claim if the
amount, applicability or validity thereof shall currently be contested in good
faith by appropriate proceedings diligently conducted by or on behalf of the
Borrower or any such Subsidiary and, if required under GAAP, the Borrower or any
such Subsidiary shall have established adequate reserves therefor.

         10.      NEGATIVE COVENANTS. So long as any Loan shall remain unpaid,
any Letter of Credit shall remain outstanding, or any Bank shall have any
Commitment hereunder:

                  10.1.    LIENS. The Borrower shall not, and shall not permit
any Restricted Subsidiary to, create, assume or permit to exist any Lien
(including the charge upon assets purchased under a conditional sales agreement,
purchase money mortgage, security agreement or other title retention agreement)
upon any of its Properties, whether now owned or hereafter acquired, or assign
or otherwise convey any right to receive income, other than:

                  (a)      Permitted Liens;

                  (b)      Liens existing on the Closing Date and described on
         Schedule 10.1 attached hereto and made a part hereof and Liens
         extending the duration of any such existing Lien; provided that the
         principal amount secured by such Lien is not increased and the extended
         Lien does not cover any Property of the Borrower or any Restricted
         Subsidiary which is not covered by the provisions of the instruments,
         as in effect on the Closing Date, providing for the existing Lien
         extended thereby;

                  (c)      Liens on the related leased assets securing only the
         Debt permitted by Section 10.2(d) and 10.2(e) hereof, provided such
         Lien shall not apply to any other property or asset of the Borrower or
         any Restricted Subsidiary;

                  (d)      Liens created by the Pledge Agreement;

                  (e)      [intentionally omitted]

                  (f)      [intentionally omitted]

                                      -60-

<PAGE>

                  (g)      any Lien existing on any Property prior to the
         acquisition thereof by the Borrower or any Restricted Subsidiary or
         existing on any Property of any Person that becomes a Restricted
         Subsidiary after the date hereof prior to the time such Person becomes
         a Restricted Subsidiary; provided that (i) such Lien secures only Debt
         permitted by Section 10.2(j), (ii) such acquisition constitutes a
         Permitted Acquisition, (iii) such Lien is not created in contemplation
         of or in connection with such acquisition or such Person becoming a
         Restricted Subsidiary, as the case may be, (iv) such Lien shall not
         apply to any other property or assets of the Borrower or any Restricted
         Subsidiary, (v) such Lien shall secure only those obligations which it
         secures on the date of such acquisition or the date such Person becomes
         a Restricted Subsidiary, as the case may be, and (vi) no Default or
         Event of Default exists or would result therefrom;

                  (h)      Liens on fixed or capital assets acquired,
         constructed, developed or improved by the Borrower or any Restricted
         Subsidiary; provided that (i) such Liens secure only Debt permitted by
         Section 10.2(f), (ii) such Liens and the Debt secured thereby are
         incurred prior to such acquisition or the commercial operations
         following completion of such construction, development or improvement,
         whichever occurs latest, (iii) the Debt secured thereby does not exceed
         the cost of acquiring, constructing, developing or improving such fixed
         or capital assets and (iv) such Liens shall not apply to any other
         Property or asset of the Borrower or any Restricted Subsidiary;

                  (i)      Liens on the Pledged Collateral (as defined in the
         Pledge Agreement) securing the Debt permitted by Section 10.2(h), which
         may be on an equal and ratable basis with Liens created by the Pledge
         Agreement; and

                  (j)      Liens on the Houston Distribution Center incurred in
         connection with Debt incurred for the expansion, improvement and
         development thereof; provided that (i) such Liens secure only Debt
         permitted by Section 10.2(k), (ii) such Liens and the Debt secured
         thereby are incurred prior to the commercial operations following
         completion of such construction, development and improvement, (iii) the
         Debt secured thereby does not exceed of the cost of such construction,
         development and improvement, and (iv) such Liens shall not apply to any
         other Property or asset of the Borrower or any Restricted Subsidiary.

                  10.2.    DEBT. The Borrower will not create or suffer to
exist, and will not permit any Restricted Subsidiary to create, incur, assume or
suffer to exist, any Debt except as set forth below, all of which shall be
"Permitted Debt":

                  (a)      Debt of the Borrower and the Guarantors to the Banks,
         the Agent and the Issuing Bank evidenced by any Loan Document;

                  (b)      in addition to Debt otherwise permitted to be
         incurred by the Borrower or any Restricted Subsidiary, as the case may
         be, by this Section 10.2, unsecured Debt of the Borrower or any
         Restricted Subsidiary to Persons (other than the Borrower or any
         Subsidiary) (other than the type of Debt permitted by the other
         subsections hereof); provided that (i) at no time shall the aggregate
         outstanding principal amount of all such Debt of the Borrower and the
         Restricted Subsidiaries permitted by this Section 10.2(b) exceed
         $50,000,000, (ii) such Debt shall not be incurred when a Default or
         Event of Default exists or

                                      -61-

<PAGE>

         would result therefrom, and (iii) such Debt shall be on terms no more
         restrictive than those set forth in the Loan Documents;

                  (c)      unsecured Debt of the Borrower to any Guarantor, and
         unsecured Debt of any Guarantor to the Borrower or any other Guarantor
         and unsecured Debt of any Non-Guaranteeing Restricted Subsidiary to the
         Borrower or any Guarantor and unsecured Debt of any Non-Guaranteeing
         Restricted Subsidiary to any other Non-Guaranteeing Restricted
         Subsidiary; provided that (i) in each case the term and provisions of
         such Debt shall be subject to Section 10.8, (ii) any such unsecured
         Debt of the Borrower or any Guarantor shall be expressly subordinated
         in form and substance satisfactory to the Agent to the Obligations,
         (iii) any such unsecured Debt is incurred when no Default or Event of
         Default exists or would result therefrom, and (iv) the aggregate
         principal amount of all Debt of the Non-Guaranteeing Restricted
         Subsidiaries to the Borrower and the Guarantors shall be subject to
         Section 10.5(i) and shall be evidenced by promissory notes pledged as a
         lien to the Agent to secure the Obligations, which shall be a first
         priority lien except for Liens permitted by Section 10.1(i);

                  (d)      Capitalized Lease Obligations of the Borrower or any
         Restricted Subsidiary; provided that at no time shall the aggregate
         outstanding amount of Debt of the Borrower and its Restricted
         Subsidiaries incurred pursuant to this Section 10.2(d) exceed 5% of
         Consolidated Net Worth, as measured on a pro forma basis at the time of
         each incurrence;

                  (e)      Debt relating to Sale and Lease-Back Transactions
         permitted under Section 10.6(c);

                  (f)      Debt of the Borrower or any Restricted Subsidiary
         incurred to finance the acquisition, construction, development or
         improvement of any fixed or capital assets (excluding Capital Lease
         Obligations, Debt related to Sale and Lease-Back Transactions and Debt
         of the type permitted by Section 10.2(j)); provided that (i) such Debt
         is incurred prior to such acquisition or the commercial operations
         following completion of such construction, development or improvement,
         whichever occurs the latest, and (ii) the aggregate outstanding
         principal amount of all Debt incurred pursuant to this clause (f) shall
         not exceed 4% of Consolidated Net Worth, as measured on a pro forma
         basis at the time of each such incurrence;

                  (g)      other unsecured Debt of the Borrower or any
         Restricted Subsidiary to Persons (other than the Borrower or any
         Subsidiary) (other than the type of Debt permitted under the other
         subsections hereof) provided that (i) such Debt shall not require any
         principal payment, repurchase, redemption or defeasance prior to (or
         the deposit of any payment or property or sinking fund payment in
         respect of), or have a maturity shorter than, two years after the then
         scheduled Maturity Date existing on the incurrence thereof, (ii) such
         Debt shall be on terms no more restrictive than those set forth in the
         Loan Documents, (iii) such Debt shall not be incurred when a Default or
         Event of Default exists or would result therefrom, and (iv) such Debt
         shall be expressly subordinated to the payment of the Obligations on
         terms acceptable to the Agent;

                                      -62-

<PAGE>

                  (h)      Debt of Golden Moores Finance Company under the
         Canadian Term Credit Facility in an aggregate principal amount not to
         exceed CDN$62,000,000, including unsecured guarantees thereof;

                  (i)      unsecured Debt of one or more Non-Guaranteeing
         Restricted Subsidiaries under one or more revolving credit facilities,
         letter of credit facilities, bankers' acceptance facilities or similar
         working capital facilities in an aggregate principal amount not to
         exceed at any time outstanding CDN$10,000,000, including an unsecured
         guarantees thereof by the Borrower or any such Subsidiaries;

                  (j)      Debt assumed in connection with an Acquisition
         permitted by Section 10.13; provided that (i) such Debt existed prior
         to such Acquisition and is not created in contemplation of or in
         connection with such Acquisition, (ii) the aggregate outstanding
         principal amount of all Debt permitted by this Section 10.2(j) shall
         not exceed 4% of Consolidated Net Worth, as measured on a pro forma
         basis at the time of each such incurrence, (iii) such Debt shall not be
         incurred when a Default or Event of Default exists or would result
         therefrom, and (iv) prior to such incurrence the Borrower shall deliver
         to the Agent an Officer's Certificate setting forth calculations
         evidencing pro forma compliance with Section 10.14;

                  (k)      Debt of the Borrower incurred to finance the
         expansion, improvement and development of the Houston Distribution
         Center; provided that (i) such Debt is incurred at or prior to the
         commercial operations following completion of such expansion,
         improvement and development and (ii) the aggregate amount of Debt
         permitted by this clause (k) shall not exceed $30,000,000 at any time
         outstanding;

                  (l)      the Hedging Obligations of the Borrower and any
         Restricted Subsidiary that are incurred for the purpose of fixing or
         hedging interest rate or currency risk with respect to any fixed or
         floating rate Debt that is permitted by this Agreement to be
         outstanding or any receivable or liability the payment of which is
         determined by reference to a foreign currency; provided that the
         notional principal amount of any such Hedging Obligation does not
         exceed the principal amount of the Debt or any receivable or liability
         to which such Hedging Obligation relates; provided that such
         obligations are entered into in the ordinary course of business to
         hedge or mitigate risks to which the Borrower or any Restricted
         Subsidiary is exposed in the conduct of its business or the management
         of its liabilities; and

                  (m)      the letters of credit identified on Schedule 10.2
         attached hereto, without giving effect to any extension, renewal,
         replacement or increase to any such letter of credit;

         ; provided, however, in no event shall the aggregate principal amount
         of Debt (excluding Debt permitted by Section 10.2 (c), (h), (i) and
         (l)) of the Non-Guaranteeing Restricted Subsidiaries exceed $2,000,000
         at any one time outstanding.

                  For purposes of this Section 10.2, any Debt (1) which is
extended, renewed or refunded shall be deemed to have been incurred when
extended, renewed or refunded, (2) of a Person (other than the Borrower or a
Restricted Subsidiary) when it becomes, or is merged into, or is consolidated
with a Restricted Subsidiary or the Borrower shall be deemed to have been
incurred at

                                      -63-

<PAGE>

that time, (3) which is permitted by Section 10.2(c) and which is owing to a
Restricted Subsidiary when it ceases to be a Restricted Subsidiary shall be
deemed to have also been incurred at that time, (4) of a Restricted Subsidiary
which is owing to the Borrower or any other Restricted Subsidiary shall be
deemed to also have been incurred at the time the Borrower or such other
Restricted Subsidiary disposes of such Debt to any Person other than the
Borrower or a Restricted Subsidiary, and (5) which is Debt of the Borrower or a
Restricted Subsidiary consisting of a reimbursement obligation in respect of a
letter of credit or similar instrument shall be deemed to be incurred when such
letter of credit or similar instrument is issued.

                  10.3.    RESTRICTED PAYMENTS. The Borrower will not directly
or indirectly, and will not permit any Restricted Subsidiary to directly or
indirectly, declare or make any dividend payment or other distribution of
Properties, cash, rights, obligations or securities on account of any shares of
any class of Capital Stock of or any partnership or other interest in the
Borrower or any Subsidiary, or purchase, redeem, retire or otherwise acquire for
value (or permit any Subsidiary to do so) any shares of any class of Capital
Stock of the Borrower or any Subsidiary or any warrants, rights or options to
acquire any such Capital Stock, partnership interests or other interests, now or
hereafter issued, outstanding or created (all the foregoing being herein
collectively referred to as "Restricted Payments"); provided that:

                  (a)      the Borrower and each Subsidiary may declare and make
         any dividend payment or other distribution payable in common stock of
         the Borrower or any Subsidiary to the extent that such dividends in
         stock are payable only with respect to stock of the same type or class,

                  (b)      the Borrower and each Restricted Subsidiary (if such
         Preferred Stock is issued to the Borrower or any wholly-owned
         Restricted Subsidiary) may pay or declare any dividend in respect of
         Preferred Stock of the Borrower or such Restricted Subsidiary,

                  (c)      any Subsidiary may declare and make a dividend or
         other distribution to the Borrower or any Restricted Subsidiary;
         provided that no Guarantor may declare and make a dividend or other
         distribution to any Non-Guaranteeing Restricted Subsidiary, unless such
         dividend or distribution is simultaneously dividended to the Borrower
         or another Guarantor,

                  (d)      from and after the Closing Date the Borrower may
         repurchase shares of its common stock; provided that after giving
         effect to any such payments pursuant to this Section 10.3(d) the
         Available Amount shall not be less than zero,

                  (e)      from and after the Closing Date the Borrower may
         purchase, redeem or otherwise acquire shares of Capital Stock in
         connection with the payment for the exercise of options granted to an
         employee or director pursuant to an employee or director stock option
         plan or withhold shares otherwise issuable upon the exercise of an
         option in connection with the payment of any federal or state taxes
         resulting from the exercise of any such option; provided that after
         giving effect to any such payments pursuant to this Section 10.3(e) the
         Available Amount shall not be less than zero (for the avoidance of
         doubt, the parties hereto acknowledge that the provisions of this
         Section 10.3(e) are not intended to limit broker assisted cashless
         exercises of stock options granted to an employee or director (i.e.
         sales by a broker of shares of Capital Stock subject to any such
         options, with the option exercise price

                                      -64-

<PAGE>

         (plus any applicable federal or state taxes resulting from the
         exercise) paid to the Borrower and any remaining sales proceeds paid to
         the employee or director); and

                  (f)      from and after the Closing Date, the Borrower may
         make payments not to exceed an aggregate amount of $500,000 to its
         shareholders required in connection with any stock split or stock
         dividend with respect to its common stock in order to avoid the
         issuance of fractional shares of its common stock,

                  further provided however that prior to and after giving effect
to any such proposed Restricted Payment, (other than (i) subsection (b) with
respect to Preferred Stock issued to the Borrower and subsection (c) and (ii)
with respect to subsection (a) and subsection (b), regarding Preferred Stock
issued to other than the Borrower, as determined on the date of declaration) no
Default or Event of Default has occurred or would exist as a result thereof.

                  10.4.    MERGERS; CONSOLIDATIONS; SALE OR OTHER DISPOSITIONS
OF ALL OR SUBSTANTIALLY ALL ASSETS. The Borrower will not, and will not permit
any Restricted Subsidiary to, merge, amalgamate or consolidate with or into any
other Person, or convey, transfer, lease or otherwise dispose of (whether in one
transaction or in a series of related transactions) all or substantially all of
its assets (i.e., assets which could not otherwise be disposed of pursuant to
Section 10.6) (whether now owned or hereafter acquired) to any other Person;
provided that:

                  (a)      any Restricted Subsidiary may merge, amalgamate or
         consolidate with or into, or convey, transfer, lease or otherwise
         dispose of (whether in one transaction or in a series of transactions)
         all or substantially all of its assets to, any Guarantor (provided that
         in the case of any such merger, amalgamation or consolidation, the
         Guarantor shall be the surviving entity);

                  (b)      any Restricted Subsidiary may merge, amalgamate or
         consolidate with or into any Person; provided that the surviving entity
         shall be a Guarantor, further provided that prior to and after giving
         effect thereto, no Default or Event of Default has occurred or would
         exist;

                  (c)      any Restricted Subsidiary may merge, amalgamate or
         consolidate with or into or transfer all or substantially all of its
         assets to the Borrower (provided that in the case of any such merger,
         amalgamation or consolidation to which the Borrower is a party, the
         Borrower shall be the surviving entity);

                  (d)      the Borrower may merge, amalgamate or consolidate
         with or into any Person; provided that in the case of any such merger,
         amalgamation or consolidation to which the Borrower is a party, the
         Borrower shall be the surviving entity and, further provided that prior
         to and after giving effect thereto, no Default or Event of Default has
         occurred or would exist; and

                  (e)      any Non-Guaranteeing Restricted Subsidiary may merge,
         amalgamate or consolidate with or into, or convey, transfer, lease or
         otherwise dispose of (whether in one transaction or in a series of
         transactions) all or substantially all of its assets to, any other
         Non-Guaranteeing Restricted Subsidiary;

                                      -65-

<PAGE>

                           provided, further, upon compliance with any of the
         foregoing clauses (a) through (e), the non-surviving or transferor
         entity may be dissolved or liquidated, as applicable.

                  10.5.    INVESTMENTS, LOANS AND ADVANCES. The Borrower will
not, and will not permit any Restricted Subsidiary to, (i) (a) make or permit to
remain outstanding any Investment in, (b) endorse, or otherwise be or become
contingently liable, directly or indirectly, for the payment of money or the
obligations, stock or dividends of, (c) own, purchase or acquire any Capital
Stock, obligations, evidences of indebtedness or securities of, or any other
equity interest in (including any option, warrant or other right to acquire any
of the foregoing), or (d) make or permit to remain outstanding any capital
contribution to, any Person (other than in the Borrower or a Guarantor), or (ii)
otherwise make, incur, create, assume or suffer to exist any Investment in any
other Person (other than in the Borrower or a Guarantor), (excluding, in any
event, the contingent liability of a general partner for the obligations of its
partnership arising under law due to the nature of its general partnership
interest) (collectively, "Restricted Investments"), except that:

                  (a)      the Borrower and its Restricted Subsidiaries may make
         or permit to remain outstanding Restricted Investments to the extent
         within the restrictions of, and permitted by, Sections 10.4 and 10.6;

                  (b)      the Borrower or any Restricted Subsidiary may acquire
         and own stock, obligations or securities received in settlement of
         debts (created in the ordinary course of business) owing to the
         Borrower or any Restricted Subsidiary;

                  (c)      the Borrower or any Restricted Subsidiary may own,
         purchase or acquire Cash Equivalents;

                  (d)      the Borrower or any Restricted Subsidiary may make or
         permit to remain outstanding guarantees resulting from endorsement of
         instruments for collection in the ordinary course of business;

                  (e)      the Borrower and its Restricted Subsidiaries may make
         or permit to remain outstanding loans to employees (not including
         payments covered by subsection (f) of this Section 10.5) made in the
         ordinary course of business in an aggregate outstanding amount not to
         exceed at any time $4,000,000;

                  (f)      the Borrower and its Restricted Subsidiaries may make
         or permit to remain outstanding payment by the Borrower of premiums on
         life insurance policies naming George Zimmer as insured as provided for
         in that certain Split-Dollar Agreement, dated November 25, 1994, among
         the Borrower, George Zimmer and David Edwab, as Co-Trustee, a copy of
         which has been delivered to the Agent, and payment by the Borrower of
         premiums on similar life insurance policies naming David Edwab and Eric
         Lane as insureds;

                  (g)      the Borrower and the Restricted Subsidiaries may make
         or permit to remain outstanding intercompany loans and advances which
         are permitted under Section 10.2(c) hereof;

                                      -66-

<PAGE>

                  (h)      the Borrower and its Restricted Subsidiaries may make
         or permit to remain outstanding additional Restricted Investments
         (other than the types of Restricted Investments permitted under
         Subsections (a) through (g) and (i) hereof) (including, without
         limitation, Restricted Investments in Unrestricted Subsidiaries),
         provided that after giving effect to any such Restricted Investments of
         the Borrower and its Restricted Subsidiaries made after the Closing
         Date the Available Amount shall not be less than zero and the Adjusted
         Available Amount shall not be less than zero; provided that, prior to
         and immediately after making such Restricted Investments, no Default or
         Event of Default has occurred and is continuing or would exist; and

                  (i)      the Borrower and its Restricted Subsidiaries may make
         or permit to remain outstanding Restricted Investments in
         Non-Guaranteeing Restricted Subsidiaries, provided that all such
         Restricted Investments of the Borrower, the Term Borrower and the
         Guarantors made after the Closing Date shall not exceed $50,000,000 in
         the aggregate; provided that, prior to and immediately after making
         such Restricted Investments, no Default or Event of Default has
         occurred and is continuing or would exist;

         provided if such Restricted Investment also constitutes an Acquisition
         as that term is defined under Section 10.13 (other than an Acquisition
         of a Person simultaneously properly designated as an Unrestricted
         Subsidiary), such Restricted Investment will be governed by Section
         10.13 hereof in lieu of this Section 10.5.

                  10.6.    SALE OR OTHER DISPOSITION OF LESS THAN SUBSTANTIALLY
ALL ASSETS; SALE AND LEASEBACKS. The Borrower will not, and will not permit any
Restricted Subsidiary to, sell, assign, lease, exchange, transfer or otherwise
dispose of (whether in one transaction or in a series of related transactions)
part, but less than all or substantially all, of its respective Property to any
other Person (whether now owned or hereafter acquired); provided however that:

                  (a)      the Borrower or any Restricted Subsidiary may in the
         ordinary course of business dispose of Property to Persons (other than
         the Borrower or any Restricted Subsidiary, as to which the provisions
         of Section 10.6(e) shall apply) consisting of (i) Inventory, (ii) goods
         or equipment that are, in the reasonable opinion of the Borrower or
         such Restricted Subsidiary, obsolete or unproductive or utilized as
         trade-in for goods or equipment of at least comparable value, and (iii)
         (except in connection with any Sale and Lease-Back Transaction, which
         shall be governed solely by Subsection (c) hereof) other assets if,
         after giving effect to such sale, exchange, transfer or other
         disposition (1) the aggregate Fair Market Value (without duplication)
         of (A) all assets of the Borrower and its Restricted Subsidiaries sold,
         exchanged, transferred or otherwise disposed of pursuant to this
         Section 10.6(a)(iii) (on a consolidated basis) during the period of 12
         consecutive months previously preceding such sale, exchange, transfer
         or other disposition and (B) the assets of all Restricted Subsidiaries,
         the stock of which have been sold or otherwise disposed of pursuant to
         this Section 10.6(a)(iii) during such 12 month period shall not exceed
         5% of Consolidated Net Worth as of the end of the fiscal quarter
         immediately preceding or coinciding with such sale, exchange, transfer
         or other disposition, (2) the assets described in the foregoing
         subclauses (A) and (B) shall not have contributed more than 5% of
         EBITDA for the four most recently completed fiscal quarters taken as a
         single accounting period;

                                      -67-

<PAGE>

                  (b)      the Borrower may sell, transfer or otherwise dispose
         of its common stock being held by it as treasury stock;

                  (c)      the Borrower may enter into Sale and Lease-Back
         Transactions with any Person (other than an Unrestricted Subsidiary or
         a Non-Guaranteeing Restricted Subsidiary) relating to sales of real
         property and related fixtures and improvements in an aggregate amount
         (calculated on the basis of Fair Market Value at the time of sale) not
         exceeding (i) the sum of (A) $16,000,000 for the Fiscal Year 1998 plus
         (B) $3,000,000 for each Fiscal Year thereafter, minus (ii) the
         aggregate amount sold under Sale and Leaseback Transactions previously
         entered into under this Section 10.6(c) or Section 10.6(c) of the
         Existing Credit Agreement;

                  (d)      to the extent such sale, assignment, lease, exchange,
         transfer or disposition is also a disposition of Properties subject to
         Section 10.3, the Borrower and its Restricted Subsidiaries may make
         such sale, assignment, lease, exchange, transfer or disposition to the
         extent permitted by Section 10.3; and

                  (e)      the Borrower and its Restricted Subsidiaries may
         sell, assign, lease, transfer or otherwise dispose of (whether in one
         transaction or in a series of transactions) part, but less than all or
         substantially all, of its respective Property to the Borrower or any
         other Restricted Subsidiary to the extent within the prohibitions of,
         and permitted by, Section 10.4 (to the same extent in respect of all or
         substantially all of its assets) and Section 10.5.

                  10.7.    USE OF PROCEEDS. The Borrower will not use, nor
permit the use of, all or any portion of any Loan for any purpose except as
described in Section 6 hereof.

                  10.8.    TRANSACTIONS WITH AFFILIATES. The Borrower will not,
and will not permit any Restricted Subsidiary to, directly or indirectly, engage
in any transaction with any Affiliate or any shareholder, officer or director of
the Borrower or of any Affiliate, including, without limitation, the purchase,
sale or exchange of assets or the rendering of any service, except in the
ordinary course of business and pursuant to the reasonable requirements of the
business of the Borrower or such Restricted Subsidiary, as the case may be, and
upon fair and reasonable terms that are not less favorable to the Borrower or
such Restricted Subsidiary, as the case may be, than those which might be
obtained in an arm's-length transaction at the time from wholly independent and
unrelated sources; provided that the foregoing shall not apply to (i)
transactions permitted in Section 10.5(f), (ii) the transactions contemplated by
the Intercompany Credit Agreements and the Subscription Agreement, and (iii)
transactions among the Borrower and Guarantors.

                  10.9.    NATURE OF BUSINESS. The Borrower will not, and will
not permit any Restricted Subsidiary to, make any material change in its
Permitted Business, taken as a whole.

                  10.10.   ISSUANCE AND DISPOSITION OF SHARES. The Borrower will
not (i) issue or have outstanding, or permit any Restricted Subsidiary to issue
or have outstanding, any Preferred Stock or Disqualified Capital Stock, or any
warrants, options, conversion rights or other rights to subscribe for, purchase,
or acquire any Preferred Stock or Disqualified Capital Stock, (ii) or permit any
Restricted Subsidiary to, issue, sell or otherwise dispose of options which by
their terms require the Borrower or any Restricted Subsidiary to purchase or
acquire any Capital Stock or other equity

                                      -68-

<PAGE>

securities, and (iii) permit any Restricted Subsidiary to, issue, sell or
otherwise dispose of to any Person other than the Borrower or any Restricted
Subsidiary, any shares of its Capital Stock or other equity securities, or any
warrants, options, conversion rights or other rights to subscribe for, purchase,
or acquire any Capital Stock or other equity securities; provided, however, the
foregoing shall not prohibit (a) Preferred Stock of the Borrower which is not
Disqualified Capital Stock, (b) stock options granted under employee or director
stock option plans which provide that the exercise price may be paid with shares
of the Borrower's common stock or that the optionee may satisfy any withholding
tax requirements upon exercise of the option by having the Borrower withhold
shares otherwise issuable upon such exercise, and (c) Preferred Stock of any
Restricted Subsidiary owned by the Borrower or by any wholly owned Restricted
Subsidiary. The Borrower will not permit any Restricted Subsidiary to issue or
have outstanding any Capital Stock (other than to the Borrower or a wholly-owned
Restricted Subsidiary) and will not permit any Person (other than the Borrower
or a wholly-owned Restricted Subsidiary) to own any Capital Stock of a
Restricted Subsidiary, except for (1) directors' qualifying shares and (2) after
the Closing Date, shares constituting no more than 10% of the Capital Stock of
an acquired Person that, upon such acquisition, becomes a Restricted Subsidiary,
provided that (i) immediately upon such acquisition, such Person shall become a
Guarantor pursuant to Section 9.7(a) and such Capital Stock in, and Debt of,
such Person shall be pledged pursuant to Section 9.7(b), (ii) the acquisition of
any of the remaining ten percent (10%) of such Person's Capital Stock shall be
treated as an Acquisition subject to compliance with Section 10.13 (i), (ii) and
(iii) and (3) at such time as Chelsea Market System, LLC is a Restricted
Subsidiary, up to 25% of the Capital Stock thereof may be owned by un-Affiliated
Person(s).

                  10.11.   ERISA. The Borrower shall not and shall not permit
any ERISA Affiliate to:

                  (a)      do any of the following, which in the aggregate would
         reasonably be expected to have a Material Adverse Effect:

                           (i)      engage in any transaction which it knows or
                  has reason to know could result in a civil penalty assessed
                  pursuant to Section 502(i) of ERISA or a tax imposed by
                  Section 4975 of the Code;

                           (ii)     fail to make any payments when due to any
                  Multiemployer Plan that the Borrower or an ERISA Affiliate may
                  be required to make under any agreement relating to such
                  Multiemployer Plan, or any law pertaining thereto;

                           (iii)    incur withdrawal liability under ERISA with
                  respect to a Multiemployer Plan;

                           (iv)     voluntarily terminate or, in the case of a
                  "substantial employer" as defined in Section 4001(a)(2) of
                  ERISA, withdraw from any Plan if such termination or
                  withdrawal could result in the imposition of a Lien on the
                  Borrower or an ERISA Affiliate under Section 4068 of ERISA;

                           (v)      fail to make any required contribution when
                  due to any Plan subject to Section 412(n) of the Code that
                  with the passage of time would likely result in a Lien upon
                  the properties or assets of the Borrower or an ERISA
                  Affiliate;

                                      -69-

<PAGE>

                           (vi)     adopt any amendment to a Plan, the effect of
                  which is to increase the "current liability" under the Plan as
                  defined in Section 302(d)(7) of ERISA;

                           (vii)    act or fail to act, if, as a result thereof,
                  an event similar to any of those referred to in clauses (i) to
                  (vi) would likely occur under the applicable laws of a foreign
                  country; or

                  (b)      permit any Plan subject to Title IV of ERISA to have
         an accumulated funding deficiency (as defined in Section 302 of ERISA)
         as of the end of any Fiscal Year of the Plan; or

                  (c)      permit the adoption, implementation or amendment of
         any unfunded deferred compensation agreement or other arrangement of a
         similar nature irrespective of whether subject to the funding
         requirements of ERISA which could reasonably be expected to have a
         Material Adverse Effect.

                  10.12.   DISCOUNT OR SALE OF RECEIVABLES. The Borrower will
not discount or sell, nor permit any Restricted Subsidiary to discount or sell,
any of its notes receivable, receivables under leases or other accounts
receivable, other than in the ordinary course of collections of delinquent notes
and receivables, provided that, notwithstanding the foregoing, the Borrower and
any Restricted Subsidiary may, in the normal course of its business, acquire
such assets and sell such assets at Fair Market Value.

                  10.13.   ACQUISITIONS. The Borrower will not, and will not
permit any Restricted Subsidiary to, acquire by purchase or merger (in one
transaction or a series of transactions) of (a) 90% or more of the Capital Stock
or other equity interest of any other Person or (b) the Properties of a Person
that constitutes all or substantially all of the assets of such Person or of any
division or other business unit of such Person (the events described in clauses
(a) and (b) of this Section 10.13 herein referred to as "Acquisitions"), except
that the Borrower or any Restricted Subsidiary may make such Acquisitions if:

                  (i)      after giving effect thereto, the aggregate Fair
         Market Value of all consideration paid for all such Acquisitions within
         any 12-month period plus, without duplication, any Debt assumed or
         incurred in connection therewith does not exceed an amount equal to
         $100,000,000 (provided, however, that not more than $50,000,000 of such
         aggregate consideration shall be cash and Debt);

                  (ii)     such Fair Market Value is determined by (a) a
         Responsible Officer if the value is less than $10,000,000, as evidenced
         by an Officer's Certificate delivered to the Agent, or (b) the Board of
         Directors if the value is $10,000,000 or more, as evidenced by a
         resolution of such Board of Directors;

                  (iii)    prior to and immediately after making such
         Acquisition, no Default or Event of Default has occurred and is
         continuing or would exist, and the Borrower shall deliver to the Agent
         an Officer's Certificate setting forth calculations evidencing pro
         forma compliance with Section 10.14;

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<PAGE>

                  (iv)     in the case of the purchase of the Capital Stock or
         other equity interest of any such other Person, such Person shall be
         designated a Restricted Subsidiary;

                  (v)      to the extent applicable, the Borrower shall comply
         with Section 9.7 in relation thereto;

                  (vi)     such assets and/or business of such Person so
         acquired, as the case may be, shall be substantially in or related to
         the manufacturing, retailing, wholesaling, renting, processing,
         servicing, maintaining, merchandising, cleaning, or distributing of
         clothing, apparel and accessories and related goods and services (each,
         as "Permitted Business"); and

                  (vii)    such acquisition shall have been approved by the
         governing body or equity owners of such Person.

                  10.14.   CERTAIN FINANCIAL TESTS.

                  (a)      Consolidated Net Worth. The Borrower will not permit
Consolidated Net Worth to be less than an amount equal to the sum of (i)
$400,000,000 plus (ii) seventy-five percent (75%) of cumulative positive
Consolidated Net Income, from the fiscal quarter ended August 3, 2002 through
the determination date and without deduction for losses in Consolidated Net
Income, plus (iii) fifty percent (50%) of net cash proceeds received by the
Borrower in consideration for the issuance of shares of any Capital Stock of the
Borrower to any Person (other than any Subsidiary) on or after August 3, 2002
(excluding any proceeds from any issuance resulting from the conversion of Debt
to equity), determined as of any date in each case on the last day of the fiscal
monthly period immediately preceding such date.

                  (b)      Leverage Ratio. The Borrower shall not permit the
ratio of (i) Adjusted Debt to (ii) EBITDA plus Base Rent Expense to exceed 4.50
to 1.00, determined in each case on the last day of each fiscal quarterly period
for the four fiscal quarters ending on such date.

                  (c)      Fixed Charge Ratio. The Borrower shall not permit (i)
the ratio of EBITDA plus Contractual Rent Expense minus Capital Expenditures
(excluding Acquisitions) to Fixed Charges to be less than 1.30 to 1.00, and (ii)
the ratio of EBIDTA plus Contractual Rent Expense to Fixed Charges to be less
than 1.65 to 1.00, determined in each case on the last day of each fiscal
quarterly period for the four fiscal quarters ending on such date.

                  (d)      Current Ratio. The Borrower will not permit the ratio
of Consolidated Current Assets to Consolidated Current Liabilities to be less
than 1.50 to 1.00 determined on the last day of each fiscal quarterly period.

                  (e)      Consolidated Net Worth Attributable to Foreign
Assets. The Borrower will not permit the percentage of Consolidated Net Worth of
the Borrower and its Restricted Subsidiaries attributable to operating assets
(exclusive of Inventory in process of, or held for, manufacture) located outside
the United States, Canada and the United Kingdom at any time to be greater than
ten percent (10%).

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<PAGE>

                  10.15.   REGULATIONS U AND X. The Borrower will not take or
permit, and will not permit any Subsidiary to take or permit, any action which
would involve the Agent or the Banks in a violation of Regulation U, Regulation
X or any other regulation of the Board of Governors of the Federal Reserve
System or a violation of the Securities Exchange Act of 1934, in each case as
now or hereafter in effect.

                  10.16.   STATUS. The Borrower will not, and will not permit
any Subsidiary to:

                  (i)      be or become an "investment company" or a company
         "controlled" by an "investment company" within the meaning of the
         Investment Company Act of 1940, as amended; or

                  (ii)     be or become a "holding company", or a "subsidiary
         company" of a "holding company", or an "affiliate" of a "holding
         company" or of a "subsidiary company" of a "holding company", or a
         "public utility" within the meaning of the Public Utility Holding
         Company Act of 1935, as amended.

                  10.17.   COMPLIANCE WITH LAWS. The Borrower will not fail to
comply, nor permit any Restricted Subsidiary to fail to comply, in all material
respect with all Laws.

                  10.18.   UNRESTRICTED SUBSIDIARIES.

                  (a)      The Borrower will not, and will not permit any
Restricted Subsidiaries to, create or otherwise designate any Subsidiary as an
Unrestricted Subsidiary or as a Restricted Subsidiary unless the terms set forth
in the definition of Unrestricted Subsidiary or Restricted Subsidiary, as the
case may be, are complied with respect to such Subsidiary.

                  (b)      The Borrower will not, and will not permit any
Restricted Subsidiary to, permit any Unrestricted Subsidiary to fail to comply
at any time with the requirements set forth in the definition of "Unrestricted
Subsidiary."

                  10.19.   NO COMMINGLING OF ASSETS, ETC.

                  (a)      Except (i) as among the Borrower and the Guarantors
and (ii) as set forth in Section 10.19(b), the Borrower and each Subsidiary
shall not commingle its assets with those of any other Person and its funds and
other assets shall be separately identified and segregated from those of any
other Person. Except (i) as among the Borrower and the Guarantors and (ii) as
set forth in Section 10.19(b), the Borrower and each Subsidiary shall pay from
the assets of the Borrower and its Subsidiaries all liabilities, obligations and
indebtedness of any kind incurred by such Person and, except as otherwise
expressly permitted in this Agreement, shall not pay from its assets any
liabilities, obligations or indebtedness of any other Person. Except as among
the Borrower and the Guarantors, the Borrower and each Subsidiary shall maintain
its corporate, financial and accounting books and records separate from those of
any other Person. Except as among the Borrower and the Guarantors, the Borrower
and each Subsidiary shall indicate in such statements and records the
separateness of such Person's assets and liabilities from those of any other
Person. Except (i) as among the Borrower and the Guarantors and (ii) in the case
of registered "d.b.a." names, the

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<PAGE>

Borrower and each Subsidiary shall not, at any time, hold itself out to the
public (including, without limitation, any creditors of any of its Affiliates)
under the name of any other Person.

                  (b)      The restrictions set forth in the first two sentences
of Section 10.19(a) shall not prohibit the Borrower or any Subsidiary from
commingling funds and paying the liabilities of any other Person in connection
with the ordinary course of its operations, in an aggregate amount not to exceed
$1,000,000.

                  10.20.   RESTRICTIVE AGREEMENTS. Anything herein or any other
Loan Document to the contrary notwithstanding, the Borrower will not, and will
not permit any Subsidiary to, enter into, create or otherwise allow to exist any
agreement or restriction (other than a Loan Document) that (i) prohibits or
restricts the creation or assumption of any Lien upon any Property of the
Borrower or any Restricted Subsidiary in favor of any Person, including without
limitation the Banks, (ii) prohibits or restricts the Borrower or any Restricted
Subsidiary from complying with Section 9.7 hereof, (iii) requires any obligation
of the Borrower or any Subsidiary to be secured by any Property of the Borrower
or any Restricted Subsidiary if any obligation of the Borrower or such
Subsidiary to the Banks is secured in favor of another Person, including without
limitation the Banks, or (iv) prohibits or restricts the ability of (A) any
Restricted Subsidiary (1) to pay dividends or make other distributions or
contributions or advances to the Borrower or any other Restricted Subsidiary,
(2) to repay loans and other indebtedness owing by it to the Borrower or any
other Restricted Subsidiary, (3) to redeem equity interests held by it by
Borrower or any other Restricted Subsidiary, or (4) to transfer any of its
assets to the Borrower or any other Restricted Subsidiary, or (B) the Borrower
or any other Restricted Subsidiary to make any payments required or permitted
under the Loan Documents or otherwise prohibit or restrict compliance by the
Borrower and the Subsidiaries thereunder.

                  10.21.   PREPAYMENTS, ETC., OF CERTAIN DEBT.

                  (a)      Subject to the subordination provisions related
thereto, except for interest payments, the Borrower will not, and will not
permit any Subsidiary to, directly or indirectly, pay, prepay, redeem, purchase,
defease or otherwise satisfy (in whole or in part) prior to the scheduled
maturity thereof in any manner (or make any deposit of any payment or property
or sinking fund payment in respect of), any Debt of the type permitted by
Section 10.2(g).

                  (b)      The Borrower will not, and will not permit any
Subsidiary to, violate the subordination provisions governing (i) any Debt
permitted by Section 10.2(c) or 10.2(g).

                  (c)      The Borrower shall not, and shall not permit any
Subsidiary to, amend, supplement or otherwise modify the terms of the Debt
permitted by Section 10.2(h), or refinance, replace or refund the same, without
the prior consent of the Majority Banks, if the effect of such amendment,
supplement or other modification or such refinancing, replacement or refunding
is to: (i) shorten the scheduled maturity or amortization of any payment of any
principal amount of such Debt from the scheduled maturity and amortization
thereof as in effect on the date hereof, or (ii) make more restrictive (except
to the extent that any such covenants, representations and warranties or
defaults becomes more restrictive by its terms) any one or more of the
covenants, representations and warranties or defaults thereunder (or related
definitions) as in effect on the date hereof or add any new covenants,
representations and warranties or defaults unless simultaneously with such

                                      -73-

<PAGE>

amendment, this Agreement shall be deemed to be automatically amended in such a
manner as shall make the provisions hereof similarly more restrictive on the
Borrower and the Borrower agrees to promptly thereafter execute and deliver an
amendment hereto that incorporates each such deemed amendment.

                  (d)      The Borrower agrees that no amount will be paid or
payable from the Term Borrower to the Borrower as, on account or in respect of,
compensation or reimbursement for payment by the Borrower of the Adjustment
Amounts pursuant to Section 4.12 of this Agreement.

                  10.22.   AMENDMENT OF INTERCOMPANY CREDIT AGREEMENTS. Without
the prior written consent of the Majority Banks, such consent not to be
unreasonably withheld or delayed, the Borrower will not, and will not permit any
Subsidiary to, cancel or terminate any Intercompany Credit Agreement or consent
to or accept any cancellation or termination thereof, or amend, modify or change
in any manner any term or condition of any Intercompany Credit Agreement (other
than amendments, modifications or changes that are made to make terms in the
Intercompany Credit Agreement consistent in nature with the provisions of this
Agreement and the Canadian Term Loan Facility, including conforming maturities
and pricing) or give any consent, waiver or approval thereunder, or waive any
default under or any breach of any term or condition of any Intercompany Credit
Agreement.

         11.      EVENTS OF DEFAULT; REMEDIES. If any of the following events
shall occur, then the Agent shall at the request, or may with the consent, of
the Majority Banks, (i) by notice to the Borrower, declare the Commitment of
each Bank and the several obligations of each Bank to make Loans hereunder and
participate in Letters of Credit (and of the Issuing Bank to issue Letters of
Credit) to be terminated, whereupon the same shall forthwith terminate, (ii)
declare the Loans and all interest accrued and unpaid thereon, the LC Exposure
and all other amounts payable under this Agreement, to be forthwith due and
payable, whereupon the Loans, all such interest and all such other amounts,
shall become and be forthwith due and payable without presentment, demand,
protest, or further notice of any kind (including, without limitation, notice of
default, notice of intent to accelerate and notice of acceleration), all of
which are hereby expressly waived by the Borrower, (iii) terminate any Letter of
Credit providing for such termination by sending a notice of termination as
provided therein and (iv) direct the Borrower to take any action required by
Section 11.15; provided, however, that with respect to any Event of Default
described in Section 11.6 or 11.7 hereof, (A) the Commitment of each Bank and
the several obligations of each Bank to make Loans hereunder and participate in
Letters of Credit (and of the Issuing Bank to issue Letters of Credit) shall
automatically be terminated and (B) the entire unpaid principal amount of the
Loans, all interest accrued and unpaid thereon, the LC Exposure and all such
other amounts payable under this Agreement, shall automatically become
immediately due and payable, without presentment, demand, protest, or any notice
of any kind (including, without limitation, notice of default, notice of intent
to accelerate and notice of acceleration), all of which are hereby expressly
waived by the Borrower.

                  11.1.    FAILURE TO PAY PRINCIPAL OR REIMBURSEMENT
OBLIGATIONS. The Borrower shall fail to pay any principal of any Loan or any
reimbursement obligation in respect of any LC Disbursement when the same becomes
due and payable, whether at the due date thereof or at a date fixed for
prepayment thereof or otherwise, in each case, pursuant to the terms of this
Agreement; or

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<PAGE>

                  11.2.    FAILURE TO PAY OTHER AMOUNTS. The Borrower shall fail
to pay interest on any Loan or fees or other amounts due under this Agreement or
any other Loan Document, when the same becomes due and payable and such failure
shall remain unremedied for one (1) Business Day; or

                  11.3.    DEFAULT UNDER OTHER DEBT. The Borrower or any
Restricted Subsidiary shall fail to make any payment of principal, interest or
premium on any Debt or any lease payment on any Capital Lease or any payment
under any Hedge Agreement or any reimbursement payment with respect to any
letter of credit or banker's acceptance (regardless of amount) which is
outstanding in a principal amount of at least $5,000,000 in the aggregate (or
the equivalent thereof, if in a currency other than Dollars) when the same
becomes due and payable (whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise), and such failure shall continue after the
applicable grace period, if any, specified in the agreement or instrument
relating to such Debt; or any other event constituting a default (however
defined) shall occur or condition shall exist under any agreement or instrument
relating to any such Debt and shall continue after the applicable grace period,
if any, specified in such agreement or instrument if, during the continuance
thereof, the effect of such event or condition then results in such Debt
becoming due prior to its scheduled maturity or that enables or permits the
holder or holders of such Debt or any trustee or agent on its or their behalf to
cause such Debt to then become due, or to then require the prepayment,
repurchase, redemption or defeasance thereof, prior to its scheduled maturity
(or in the case of any Hedge Agreement, to permit the payments owing under such
Hedge Agreement to be liquidated); or

                  11.4.    MISREPRESENTATION OR BREACH OF WARRANTY. Any
representation or warranty made by the Borrower or any Subsidiary herein or in
any other Loan Document or in any certificate, document or instrument otherwise
furnished to the Agent or the Banks in connection with this Agreement shall be
incorrect, false or misleading in any material respect when made or when deemed
made; or

                  11.5.    VIOLATION OF COVENANTS.

                  (a)      The Borrower violates any covenant, agreement or
condition contained in Section 9.1(e), 9.2, 9.7 or in Article 10; or

                  (b)      The Borrower violates any other covenant, agreement
or condition contained herein or in any other Loan Document (other than the
Pledge Agreement) to which it is a party and such default shall continue
unremedied for thirty (30) days after the occurrence of such event; or

                  11.6.    BANKRUPTCY AND OTHER MATTERS.

                  (a)      The Borrower or any Restricted Subsidiary shall
commence a voluntary case, petition, proposal, notice of intention to file a
proposal or other proceeding seeking liquidation, reorganization or other relief
with respect to itself or its debts under any Debtor Law now or hereafter in
effect or seeking the appointment of a trustee, receiver, interim receiver,
receiver and manager, liquidator, custodian or other similar official of it or
any substantial part of its property, or shall consent to (or fail to contest)
any such relief or the institution of any such proceeding or petition or the
appointment of or taking possession by any such official in an involuntary case
or other proceeding commenced against it, or shall make a general assignment for
the benefit of creditors, or

                                      -75-

<PAGE>

shall fail generally to pay its debts as they become due, or shall admit in
writing its inability to pay its debts generally, or shall take any corporate
action to authorize any of the foregoing; or

                  (b)      An involuntary case, petition, proposal, notice of
intention to file a proposal or other proceeding shall be commenced against the
Borrower or any Restricted Subsidiary seeking liquidation, reorganization or
other relief with respect to it or its debts under any Debtor Law or seeking the
appointment of a trustee, receiver, interim receiver, receiver and manager,
liquidator, custodian or other similar official of it or any substantial part of
its property, and such involuntary case, petition, proposal, notice or other
proceeding shall remain undismissed and unstayed for a period of sixty (60)
days; or an order for relief under U.S. Federal Bankruptcy Law, the Bankruptcy
and Insolvency Act (Canada) (or a similar order under other Debtor Law) shall be
entered against the Borrower or any Restricted Subsidiary; or

                  11.7.    DISSOLUTION. Any order is entered in any proceeding
against the Borrower or any Restricted Subsidiary decreeing the dissolution,
liquidation, winding-up or split-up of the Borrower or any Restricted
Subsidiary; or

                  11.8.    JUDGMENT. One or more judgments or orders for the
payment of money which, individually or in the aggregate, shall be in excess of
5% of Consolidated Net Worth at any time, shall be rendered against the Borrower
or any of its Restricted Subsidiaries (or any combination thereof) and either
(i) enforcement proceedings shall have been commenced by any creditor upon such
judgment or order or (ii) there shall be any period of thirty (30) consecutive
days during which a stay of enforcement of such judgment or order, by reason of
a pending appeal or otherwise, shall not be in effect; or

                  11.9.    NULLITY OF LOAN DOCUMENTS. Any Loan Document shall,
at any time after its execution and delivery and for any reason, cease to be in
full force and effect or be declared to be null and void, or the validity or
enforceability thereof shall be contested by the Borrower or any Affiliate
thereof, or the Borrower or any Subsidiary thereof shall deny that it has any or
any further liability or obligations under any Loan Document to which it is a
party, or any Pledge Agreement shall for any reason not grant the Agent a first
priority Lien on the collateral purported to be subject thereto, except for
Liens permitted by Section 10.1(i); or

                  11.10.   CHANGE OF CONTROL. A Change of Control shall occur;
or

                  11.11.   ERISA. With respect to (a) any Future Plan (as such
term is defined in Section 9.1(g) hereof), other than a Multiemployer Plan
within the meaning of Section 4001(a)(3) of ERISA, (i) such Future Plan shall
fail to satisfy the minimum funding standard or a waiver of such standard or
extension of any amortization period is sought under Section 412 of the Code;
(ii) such Future Plan is or is proposed to be terminated and as a result thereof
liability in excess of $1,000,000 can be asserted under Title IV of ERISA
against the Borrower or ERISA Affiliate; (iii) such Future Plan shall have an
unfunded current liability in excess of $1,000,000; or (iv) there has been a
withdrawal from any such Future Plan and as a result liability in excess of
$1,000,000 can be asserted under Section 4062(e) or 4063 of ERISA against the
Borrower or any ERISA Affiliate; or (b) any Future Plan that is a Multiemployer
Plan under Section 4001(a)(3) of ERISA, such Future Plan is insolvent or in
reorganization or the Borrower or an ERISA Affiliate has withdrawn, or proposes
to withdraw, either totally or partially, from such Future Plan and, in any
case, the

                                      -76-

<PAGE>

Borrower or its ERISA Affiliate might reasonably be anticipated to incur a
liability which would have a Material Adverse Effect; or (c) any Plan other than
a Future Plan, the Borrower or its ERISA Affiliate could reasonably be
anticipated to incur a liability which would have a Material Adverse Effect; or

                  11.12.   GUARANTORS; PLEDGE AGREEMENT. (i) Any Guarantor
violates any covenant, agreement or condition contained in any Guaranty or any
default or event of default otherwise occurs thereunder or (ii) any Pledgor
violates any covenant, agreement or condition contained in the Pledge Agreement
or any default or event of default otherwise occurs thereunder; or

                  11.13.   CANADIAN TERM CREDIT FACILITY. Any "Event of Default"
occurs and is continuing under the Canadian Term Credit Facility, as such term
is defined therein.

                  11.14.   OTHER REMEDIES. In addition to and cumulative of any
rights or remedies expressly provided for in this Section 11, if any one or more
Events of Default shall have occurred, the Agent shall at the request, and may
with the consent, of the Majority Banks proceed to protect and enforce the
rights of the Banks hereunder by any appropriate proceedings as the Agent may
elect. The Agent shall at the request, and may with the consent, of the Majority
Banks also proceed either by the specific performance of any covenant or
agreement contained in this Agreement or the other Loan Documents (other than
Specified Hedge Agreements) or by enforcing the payment of the Loan or by
enforcing any other legal or equitable right provided under this Agreement or
the other Loan Documents (other than Specified Hedge Agreements) or otherwise
existing under any Law in favor of the holder of the Loan. The Agent shall not,
however, be under any obligation to marshall any assets in favor of the Borrower
or any other Person or against or in payment of any or all obligations under any
Loan Document.

                  11.15.   COLLATERAL ACCOUNT. The Borrower hereby agrees that
in the event of (i) the payment in full of the Loans and the termination of the
Commitments, or (ii) if any Event of Default shall occur and be continuing on
the Business Day that the Borrower receives notice from the Agent or the
Required Banks (or, if the maturity of the Loans has been accelerated, Banks
with LC Exposure representing not less than 51% of the total LC Exposure)
demanding the deposit of cash collateral pursuant to this paragraph, the
Borrower shall deposit in an account with the Agent, in the name of the Agent
and for the benefit of the Banks, an amount in cash equal to the LC Exposure as
of such date plus any accrued and unpaid interest thereon; provided that the
obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or
other notice of any kind, upon the occurrence of any Event of Default with
respect to the Borrower described in Section 11.6 or 11.7. The Borrower also
shall deposit cash collateral pursuant to this paragraph as and to the extent
required by Section 4.2. Each such deposit shall be held by the Agent as
collateral for the payment of the obligations of the Borrower under this
Agreement. Until the occurrence of a Return Event, the Agent shall have
exclusive dominion and control, including the exclusive right of withdrawal for
the purposes expressly provided in this Section 11.15, over such account. Other
than any interest earned on the investment of such deposits, which investments
shall be made at the selection of the Borrower and at the option and sole
discretion of the Agent and at the Borrower's risk and expense, such deposits
shall not bear interest. Interest or profits, if any, on such investments shall
accumulate in such account. Moneys in such account shall be applied by the Agent
to reimburse the Issuing Bank for LC

                                      -77-

<PAGE>

Disbursements for which it has not been reimbursed and, to the extent not so
applied, shall be held for the satisfaction of the reimbursement obligations of
the Borrower for the LC Exposure at such time or, if the maturity of the Loans
has been accelerated (but subject to the consent of Banks with LC Exposure
representing not less than 51% of the total LC Exposure), be applied to satisfy
the payment of other matured obligations of the Borrower under this Agreement.
If the Borrower is required to provide an amount of cash collateral hereunder as
a result of the occurrence of an Event of Default, such amount (to the extent
not applied as aforesaid) shall be returned to the Borrower within three
Business Days after all Events of Default have been cured or waived free of any
Lien or other interest in favor of the Agent or any Bank or Issuing Bank (such
return, a "Cure Return"). If the Borrower is required to provide an amount of
cash collateral hereunder pursuant to Section 4.2, such amount (to the extent
not applied as aforesaid) shall be returned to the Borrower as and to the extent
that, after giving effect to such return, the Borrower would remain in
compliance with Section 4.2 and no Default shall have occurred and be
continuing, free and clear of any Lien or other interest in favor of the Agent
or any Bank or Issuing Bank, (a "4.2 Return", and together with a Cure Return,
collectively, "Return Events" or individually, a "Return Event", as the context
may require).

                  11.16.   REMEDIES CUMULATIVE. No remedy, right or power
conferred upon the Banks is intended to be exclusive of any other remedy, right
or power given hereunder or now or hereafter existing at Law, in equity, or
otherwise, and all such remedies, rights and powers shall be cumulative.

         12.      THE AGENT.

                  Each of the Banks and the Issuing Bank hereby irrevocably
appoints the Agent as its agent and authorizes the Agent to take such actions on
its behalf and to exercise such powers as are delegated to the Agent by the
terms hereof, together with such actions and powers as are reasonably incidental
thereto.

                  The bank serving as the Agent hereunder shall have the same
rights and powers in its capacity as a Bank as any other Bank and may exercise
the same as though it were not the Agent, and such bank and its Affiliates may
accept deposits from, lend money to and generally engage in any kind of business
with the Borrower or any Subsidiary or other Affiliate thereof as if it were not
the Agent hereunder.

                  The Agent shall not have any duties or obligations except
those expressly set forth herein. Without limiting the generality of the
foregoing, (a) the Agent shall not be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing, (b) the
Agent shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated hereby that the Agent is required to exercise in writing as
directed by the Majority Banks (or such other number or percentage of the Banks
as shall be necessary under the circumstances as provided in Section 13.18) and
(c) except as expressly set forth herein, the Agent shall not have any duty to
disclose, and shall not be liable for the failure to disclose, any information
relating to the Borrower or any of its subsidiaries that is communicated to or
obtained by the bank serving as Agent or any of its Affiliates in any capacity.
The Agent shall not be liable for any action taken or not taken by it with the
consent or at the request of the Majority Banks (or such other number or
percentage of the Banks as shall be necessary under the circumstances as
provided in Section 13.18) or in the absence of its own gross

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<PAGE>

negligence or willful misconduct. The Agent shall be deemed not to have
knowledge of any Default unless and until written notice thereof is given to the
Agent by the Borrower or a Bank, and the Agent shall not be responsible for or
have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement, (ii) the contents
of any certificate, report or other document delivered hereunder or in
connection herewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein, (iv) the
validity, enforceability, effectiveness or genuineness of this Agreement or any
other agreement, instrument or document, or (v) the satisfaction of any
condition set forth in Section 8 or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to the Agent.

                  The Agent shall be entitled to rely upon, and shall not incur
any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person. The Agent also may rely
upon any statement made to it orally or by telephone and believed by it to be
made by the proper Person, and shall not incur any liability for relying
thereon. The Agent may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by it, and shall
not be liable for any action taken or not taken by it in accordance with the
advice of any such counsel, accountants or experts.

                  The Agent may perform any and all its duties and exercise its
rights and powers by or through any one or more sub-agents appointed by the
Agent. The Agent and any such sub-agent may perform any and all its duties and
exercise its rights and powers through their respective Related Parties. The
exculpatory provisions of the preceding paragraphs shall apply to any such
sub-agent and to the Related Parties of the Agent and any such sub-agent, and
shall apply to their respective activities in connection with the syndication of
the credit facilities provided for herein as well as activities as Agent.

                  Subject to the appointment and acceptance of a successor Agent
as provided in this paragraph, the Agent may resign at any time by notifying the
Banks, the Issuing Bank and the Borrower. Upon any such resignation, the
Majority Banks shall have the right, in consultation with the Borrower, to
appoint a successor. If no successor shall have been so appointed by the
Majority Banks and shall have accepted such appointment within 30 days after the
retiring Agent gives notice of its resignation, then the retiring Agent may, on
behalf of the Banks and the Issuing Bank, appoint a successor Agent which shall
be a bank with an office in New York, New York, or an Affiliate of any such
bank. Upon acceptance of its appointment as Agent hereunder by a successor, such
successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Agent, and the retiring Agent shall be
discharged from its duties and obligations hereunder. The fees payable by the
Borrower to a successor Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Borrower and such successor.
After the Agent's resignation hereunder, the provisions of this Article and
Section 13.12 shall continue in effect for the benefit such retiring Agent, its
sub-agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while it was acting as Agent.

                  Each Bank acknowledges that it has, independently and without
reliance upon the Agent or any other Bank and based on such documents and
information as it has deemed appropriate,

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<PAGE>

made its own credit analysis and decision to enter into this Agreement. Each
Bank also acknowledges that it will, independently and without reliance upon the
Agent or any other Bank and based on such documents and information as it shall
from time to time deem appropriate, continue to make its own decisions in taking
or not taking action under or based upon this Agreement, any related agreement
or any document furnished hereunder or thereunder.

                  The Sole Bookrunner, Co-Lead Arrangers and Co-Syndication
Agents, in such capacities, shall have no duties or responsibilities, and shall
incur no obligations or liabilities, under this Agreement. Each Bank
acknowledges that it has not relied, and will not rely, on the Sole Bookrunner,
any Co-Lead Arranger or Co-Syndication Agent in deciding to enter into this
Agreement.

         13.      MISCELLANEOUS.

                  13.1.    [OMITTED].

                  13.2.    WAIVERS, ETC. No failure or delay on the part of any
Bank or the Agent in exercising any power or right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power. No course of dealing between the Borrower and any Bank or
the Agent shall operate as a waiver of any right of any Bank or the Agent. No
modification or waiver of any provision of this Agreement or any other Loan
Document nor consent to any departure by the Borrower therefrom shall in any
event be effective unless the same shall be in writing, and then such waiver or
consent shall be effective only in the specific instance and for the purpose for
which given. No notice to or demand on the Borrower in any case shall entitle
the Borrower to any other or further notice or demand in similar or other
circumstances.

                  13.3.    NOTICES. All notices and other communications
provided for herein shall be in writing (including telex, facsimile, or cable
communication) and shall be mailed, couriered, telecopied, telexed, cabled or
delivered addressed as follows:

                           If to the Borrower, to it at:

                           5803 Glenmont
                           Houston, Texas 77081
                           Attn: Ms. Claudia A. Pruitt

                           with a copy to:

                           Fulbright & Jaworski L.L.P.
                           1301 McKinney, St., Suite 5100
                           Houston, Texas 77010
                           Attn: Mr. Michael W. Conlon

and if to any Bank or the Agent, at its Domestic Lending Office specified
opposite its name on Schedule I attached hereto, or as to the Borrower, or the
Agent, to such other address as shall be

                                      -80-

<PAGE>

designated by such party in a written notice to the other party and, as to each
other party, at such other address as shall be designated by such party in a
written notice to the Borrower and the Agent. All such notices and
communications shall, when mailed, delivered by courier, telecopied, telexed,
transmitted, or cabled, become effective when three (3) Business Days have
elapsed after being deposited in the mail (with first class postage prepaid and
addressed as aforesaid), or when confirmed by telex answerback, transmitted to
the correct telecopier, or delivered to the courier or the cable company, except
that notices and communications from the Borrower to the Agent shall not be
effective until actually received by the Agent.

                  13.4.    GOVERNING LAW. EACH LOAN DOCUMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE
UNITED STATES OF AMERICA.

                  13.5.    SURVIVAL OF REPRESENTATIONS, WARRANTIES AND
COVENANTS. All representations, warranties and covenants contained herein or
made in writing by the Borrower and its Restricted Subsidiaries in connection
herewith shall survive the execution and delivery of this Agreement and will
bind and inure to the benefit of the respective successors and permitted assigns
of the parties hereto, whether so expressed or not, provided that the
undertaking of the Banks to make Loans and issue Letters of Credit to the
Borrower shall not inure to the benefit of any successor or assign of the
Borrower. No investigation at any time made by or on behalf of the Banks shall
diminish the Banks' right to rely thereon.

                  13.6.    COUNTERPARTS. This Agreement may be executed in
several counterparts, and by the parties hereto on separate counterparts, and
each counterpart, when so executed and delivered, shall constitute an original
instrument, and all such separate counterparts shall constitute but one and the
same instrument.

                  13.7.    SEPARABILITY. Should any clause, sentence, paragraph
or section of this Agreement be judicially declared to be invalid, unenforceable
or void, such decision shall not have the effect of invalidating or voiding the
remainder of this Agreement, and the parties hereto agree that the part or parts
of this Agreement so held to be invalid, unenforceable or void will be deemed to
have been stricken herefrom and the remainder will have the same force and
effectiveness as if such part or parts had never been included herein. Each
covenant contained in this Agreement shall be construed (absent an express
contrary provision herein) as being independent of each other covenant contained
herein, and compliance with any one covenant shall not (absent such an express
contrary provision) be deemed to excuse compliance with one or more other
covenants.

                  13.8.    DESCRIPTIVE HEADINGS. The section headings in this
Agreement have been inserted for convenience only and shall be given no
substantive meaning or significance whatsoever in construing the terms and
provisions of this Agreement.

                  13.9.    RIGHT OF SET-OFF, ADJUSTMENTS.

                  (a)      Upon the occurrence and during the continuance of any
Event of Default, each Bank (and each of its Affiliates) is hereby authorized at
any time and from time to time, to the fullest extent permitted by law, to set
off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time owing
by such Bank (or any

                                      -81-

<PAGE>

of its Affiliates) to or for the credit or the account of the Borrower or any
Restricted Subsidiary against any and all of the obligations of the Borrower now
or hereafter existing under this Agreement, irrespective of whether such Bank
shall have made any demand under this Agreement and although such obligations
may be unmatured. Each Bank agrees promptly to notify the Borrower after any
such set-off and application made by such Bank; provided, however, that the
failure to give such notice shall not affect the validity of such set-off and
application. The rights of each Bank under this Section 13.9 are in addition to
other rights and remedies (including, without limitation, other rights of
set-off) that such Bank may have.

                  (b)      If any Bank shall, by exercising any right of set-off
or counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans or participations in LC Disbursements or
Swingline Loans resulting in such Bank receiving payment of a greater proportion
of the aggregate amount if its Revolving Loans and participations in LC
Disbursements and Swingline Loans and accrued interest thereon than the
proportion received by any other Bank, then the Bank receiving such greater
proportion shall purchase (for cash at face value) participations in the
Revolving Loans and participations in LC Disbursements and Swingline Loans of
other Banks to the extent necessary so that the benefit of all such payments
shall be shared by the Banks ratably in accordance with the aggregate amount of
principal of and accrued interest on their respective Revolving Loans and
participations in LC Disbursements and Swingline Loans; provided that (i) if any
such participations are purchased and all or any portion of the payment giving
rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph shall not be construed to apply to any
payment made by the Borrower pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Bank as consideration for
the assignment of or sale of a participation in any of its Loans or
participations in LC Disbursements to any assignee or participant, other than to
the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions
of this paragraph shall apply). The Borrower consents to the foregoing and
agrees, to the extent it may effectively do so under applicable law, that any
Bank acquiring a participation pursuant to the foregoing arrangements may
exercise against the Borrower rights of set-off and counterclaim with respect to
such participation as fully as if such Bank were a direct creditor of the
Borrower in the amount of such participation.

                  13.10.   ASSIGNMENTS AND PARTICIPATIONS.

                  (a)      The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby (including any Affiliate of the Issuing
Bank that issues any Letter of Credit), except that (i) the Borrower may not
assign or otherwise transfer any of its rights or obligations hereunder without
the prior written consent of each Bank (and any attempted assignment or transfer
by the Borrower without such consent shall be null and void) and (ii) no Bank
may assign or otherwise transfer its rights or obligations hereunder except in
accordance with this Section. Nothing in this Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby (including any
Affiliate of the Issuing Bank that issues any Letter of Credit), Participants
(to the extent provided in paragraph (c) of this Section) and, to the extent
expressly contemplated hereby, the Related Parties of each of the Agent, the
Issuing

                                      -82-

<PAGE>

Bank and the Banks) any legal or equitable right, remedy or claim under or by
reason of this Agreement.

                  (b)      (i) Subject to the conditions set forth in paragraph
(b)(ii) below, any Bank may assign to one or more assignees all or a portion of
its rights and obligations under this Agreement (including all or a portion of
its Commitment and the Loans at the time owing to it) with the prior written
consent (such consent not to be unreasonably withheld) of:

                           (A)      the Borrower, provided that no consent of
                  the Borrower shall be required for an assignment to a Bank, an
                  Affiliate of a Bank or, if an Event of Default has occurred
                  and is continuing, any other assignee; and

                           (B)      the Agent, provided that no consent of the
                  Agent shall be required for an assignment of any Commitment to
                  an assignee that is a Bank with a Commitment immediately prior
                  to giving effect to such assignment, or an Affiliate of a
                  Bank.

                  (ii)     Assignments shall be subject to the following
additional conditions:

                           (A)      except in the case of an assignment to a
                  Bank or an Affiliate of a Bank or an assignment of the entire
                  remaining amount of the assigning Bank's Commitment or Loans
                  of any Class, the amount of the Commitment or Loans of the
                  assigning Bank assigned pursuant to each such assignment
                  (determined as of the date the Assignment and Assumption with
                  respect to such assignment is delivered to the Agent) shall
                  not be less than $5,000,000, and the amount of the Commitment
                  or Loans of the assigning Bank after giving effect to such
                  assignment shall not be less than $10,000,000, unless each of
                  the Borrower and the Agent otherwise consent, provided that no
                  such consent of the Borrower shall be required if an Event of
                  Default has occurred and is continuing;

                           (B)      each partial assignment shall be made as an
                  assignment of a proportionate part of all the assigning Bank's
                  rights and obligations under this Agreement, provided that
                  this clause shall not be construed to prohibit the assignment
                  of a proportionate part of all the assigning Bank's rights and
                  obligations in respect of one Class of Loans or the
                  Commitments related thereto;

                           (C)      the parties to each assignment shall execute
                  and deliver to the Agent an Assignment and Assumption,
                  together with a processing and recordation fee of $3,500;

                           (D)      the assignee, if it shall not be a Bank,
                  shall deliver to the Agent an Questionnaire; and

                           (E)      without the prior written consent of the
                  Agent and the Borrower, any such assigning Bank shall
                  simultaneously assign to such assignee a pro rata portion of
                  its rights and obligations under the Canadian Term Loan
                  Facility.

                                      -83-

<PAGE>

                  (iii)    Subject to acceptance and recording thereof pursuant
         to paragraph (b)(iv) of this Section, from and after the effective date
         specified in each Assignment and Assumption the assignee thereunder
         shall be a party hereto and, to the extent of the interest assigned by
         such Assignment and Assumption, have the rights and obligations of a
         Bank under this Agreement, and the assigning Bank thereunder shall, to
         the extent of the interest assigned by such Assignment and Assumption,
         be released from its obligations under this Agreement (and, in the case
         of an Assignment and Assumption covering all of the assigning Bank's
         rights and obligations under this Agreement, such Bank shall cease to
         be a party hereto but shall continue to be entitled to the benefits of
         Sections 3.2, 3.4, 4.7 and 13.12). Any assignment or transfer by a Bank
         of rights or obligations under this Agreement that does not comply with
         this Section 13.10 shall be treated for purposes of this Agreement as a
         sale by such Bank of a participation in such rights and obligations in
         accordance with paragraph (c) of this Section.

                  (iv)     The Agent, acting for this purpose as an agent of the
         Borrower, shall maintain at one of its offices a copy of each
         Assignment and Assumption delivered to it and a register for the
         recordation of the names and addresses of the Banks, and the Commitment
         of, and principal amount of the Loans and LC Disbursements owing to,
         each Bank pursuant to the terms hereof from time to time (the
         "Register"). The entries in the Register shall be conclusive, and the
         Borrower, the Agent, the Issuing Bank and the Banks may treat each
         person whose name is recorded in the Register pursuant to the terms
         hereof as a Bank hereunder for all purposes of this Agreement,
         notwithstanding notice to the contrary. The Register shall be available
         for inspection by the Borrower, the Issuing Bank and any Bank, at any
         reasonable time and from time to time upon reasonable prior notice.

                  (v)      Upon its receipt of a duly completed Assignment and
         Assumption executed by an assigning Bank and an assignee, the
         assignee's completed Administrative Questionnaire (unless the assignee
         shall already be a Bank hereunder), the processing and recordation fee
         referred to in paragraph (b) of this Section and any written consent to
         such assignment required by paragraph (b) of this Section, the Agent
         shall accept such Assignment and Assumption and record the information
         contained therein in the Register. No assignment shall be effective for
         purposes of this Agreement unless it has been recorded in the Register
         as provided in this paragraph.

                  (c)      (i) Any Bank may, without the consent of the
Borrower, the Agent, the Issuing Bank or the Swingline Bank, sell participations
to one or more banks or other entities (a "Participant") in all or a portion of
such Bank's rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans owing to it); provided that (A) such
Bank's obligations under this Agreement shall remain unchanged, (B) such Bank
shall remain solely responsible to the other parties hereto for the performance
of such obligations and (C) the Borrower, the Agent, the Issuing Bank and the
other Banks shall continue to deal solely and directly with such Bank in
connection with such Bank's rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Bank sells such a participation
shall provide that such Bank shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may provide that
such Bank will not, without the consent of the Participant, agree to any
amendment,

                                      -84-

<PAGE>

modification or waiver described in the first proviso to Section 13.18 that
affects such Participant. Subject to paragraph (c)(ii) of this Section, the
Borrower agrees that each Participant shall be entitled to the benefits of
Sections 3.2, 3.4 and 4.7 to the same extent as if it were a Bank and had
acquired its interest by assignment pursuant to paragraph (b) of this Section.
To the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 13.9 as though it were a Bank, provided such Participant
agrees to be subject to Section 13.9(b) as though it were a Bank. Each Bank
which sells any participation to any Participant shall give prompt notice
thereof to the Agent and the Borrower; provided, however, that no liability
shall arise if any such Bank fails to give such notice to the Borrower.

                  (ii)     A Participant shall not be entitled to receive any
         greater payment under Section 3.2, 3.4 or 4.7 than the applicable Bank
         would have been entitled to receive with respect to the participation
         sold to such Participant, unless the sale of the participation to such
         Participant is made with the Borrower's prior written consent. A
         Participant that would be a Foreign Bank if it were a Bank shall not be
         entitled to the benefits of Section 4.7 unless the Borrower is notified
         of the participation sold to such Participant and such Participant
         agrees, for the benefit of the Borrower, to comply with Section 4.7(d)
         as though it were a Bank.

                  (d)      Any Bank may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Bank, including without limitation any pledge or assignment
to secure obligations to a Federal Reserve Bank, and the preceding subsections
of this Section shall not apply to any such pledge or assignment of a security
interest; provided that (i) no such pledge or assignment of a security interest
shall release a Bank from any of its obligations hereunder or substitute any
such pledgee or assignee for such Bank as a party hereto, (ii) all related
costs, fees and expenses in connection with any such pledge or assignment shall
be for the sole account of such Bank and (iii) the reassignment back to it, free
of any interests of such assignee, shall be for the sole account of such Bank.

                  13.11.   INTEREST. All agreements between the Borrower, the
Agent or any Bank, whether now existing or hereafter arising and whether written
or oral, are hereby expressly limited so that in no contingency or event
whatsoever, whether by reason of demand being made on any Loan or otherwise,
shall the amount contracted for, charged, reserved or received by the Agent or
any Bank for the use, forbearance, or detention of the money to be loaned under
this Agreement or otherwise or for the payment or performance of any covenant or
obligation contained herein or in any other Loan Document exceed the maximum
amount of interest permitted to be contracted for, charged or received under
applicable law from time to time in effect or the Highest Lawful Rate. If, as a
result of any circumstances whatsoever, fulfillment by the Borrower or any
Restricted Subsidiary of any provision hereof or of any of such documents, at
the time performance of such provision shall be due, shall involve transcending
the limit of validity prescribed by applicable usury law or result in the Agent
or Bank having or being deemed to have contracted for, charged, reserved or
received interest (or amounts deemed to be interest) in excess of the maximum
lawful rate or amount of interest allowed by applicable law to be so contracted
for, charged, reserved or received by such Agent or Bank, then, ipso facto, the
obligation to be fulfilled by the Borrower shall be reduced to the limit of such
validity, and if, from any such circumstance, the Agent or any Bank shall ever
receive interest or anything which might be deemed interest under applicable law
which would exceed the

                                      -85-

<PAGE>

maximum amount of interest permitted to be contracted for, charged or received
under applicable law from time to time in effect or the Highest Lawful Rate,
such amount which would be excessive interest shall be refunded to the Borrower,
or, to the extent (i) permitted by applicable law and (ii) such excessive
interest does not exceed the unpaid principal balance of the Loans and the
amounts owing on other obligations of the Borrower to the Agent or any Bank
under any Loan Document, applied to the reduction of the principal amount owing
on account of the Loans or the amounts owing on other obligations of the
Borrower to the Agent or any Bank under any Loan Document and not to the payment
of interest. All sums paid or agreed to be paid to the Agent or any Bank for the
use, forbearance, or detention of the indebtedness of the Borrower to the Agent
or any Bank shall, to the extent permitted by applicable law, be amortized,
prorated, allocated, and spread throughout the full term of such indebtedness
until payment in full of the principal thereof (including the period of any
renewal or extension thereof) so that the interest on account of such
indebtedness shall not exceed the Highest Lawful Rate. The terms and provisions
of this Section 13.11 shall control and supersede every other provision hereof
and of all other agreements between the Borrower and the Banks.

                  13.12.   EXPENSES; INDEMNIFICATION.

                  (a)      The Borrower agrees to pay within 15 days after
demand (i) all reasonable costs and expenses of the Agent and its Affiliates in
connection with the initial syndication, preparation, execution, delivery,
modification, amendment and administration of this Agreement, the other Loan
Documents, and the other documents to be delivered hereunder, including, without
limitation, the reasonable fees and expenses of counsel for the Agent (including
the cost of internal counsel) with respect thereto and with respect to advising
the Agent as to its rights and responsibilities under the Loan Documents and
(ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in
connection with the issuance, amendment, renewal or extension of any Letter of
Credit or any demand for payment thereunder. The Borrower further agrees to pay
on demand all reasonable costs and expenses of the Agent, the Issuing Bank or
any Bank, if any (including, without limitation, reasonable attorneys' fees and
expenses and the cost of internal counsel), in connection with the enforcement
or protection of its rights (whether through negotiations, legal proceedings, or
otherwise) in connection with the Loan Documents and the other documents to be
delivered hereunder, including all such expenses incurred during a workout,
restructuring or negotiation with respect of Loans or Letters of Credit.

                  (b)      THE BORROWER AGREES TO INDEMNIFY AND HOLD HARMLESS
THE AGENT, THE ISSUING BANK AND EACH BANK AND EACH OF THEIR AFFILIATES AND THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ADVISORS (EACH, AN
"INDEMNIFIED PARTY") IN AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES,
LIABILITIES, COSTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE
ATTORNEYS' FEES) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY
INDEMNIFIED PARTY, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY
REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION,
LITIGATION, OR PROCEEDING OR REPARATION OF DEFENSE IN CONNECTION THEREWITH):

                  (i)      THE LOAN DOCUMENTS, OR THE TRANSACTIONS;

                  (ii)     THE EXECUTION AND DELIVERY OF THE DOCUMENTS RELATED
         TO ANY ACQUISITION, THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
         THEREBY, OR IN CONNECTION WITH THE

                                      -86-

<PAGE>

         PURCHASE OR ATTEMPTED PURCHASE PURSUANT TO THE TERMS OF SUCH DOCUMENTS,
         INCLUDING, WITHOUT LIMITATION, DAMAGES, COSTS AND EXPENSES INCURRED BY
         ANY OF THE INDEMNIFIED PARTIES IN INVESTIGATING, PREPARING FOR,
         DEFENDING AGAINST, OR PROVIDING EVIDENCE, PRODUCING DOCUMENTS, OR
         TAKING ANY OTHER ACTION IN RESPECT OF ANY COMMENCED OR THREATENED
         LITIGATION UNDER ANY FEDERAL SECURITIES LAW OR ANY OTHER LAW OF ANY
         JURISDICTION OR AT COMMON LAW WHICH IS ALLEGED TO ARISE OUT OF OR IS
         BASED UPON:

                           (A)      THE CLAIMS OF ANY PERSON THAT, IN CONNECTION
                  WITH ANY ACQUISITION, ANY OF THE INDEMNIFIED PARTIES HAS
                  VIOLATED ANY FIDUCIARY OR CONFIDENTIALITY RESPONSIBILITIES, OR
                  ANY REPRESENTATIONS, WARRANTIES OR COVENANTS, EXPRESS OR
                  IMPLIED, MADE OR ALLEGED TO HAVE BEEN MADE BY ANY OF THE
                  INDEMNIFIED PARTIES, TO OR IN FAVOR OF SUCH PERSON;

                           (B)      ANY UNTRUE STATEMENT OR ALLEGED UNTRUE
                  STATEMENT OF ANY MATERIAL FACT BY THE BORROWER OR ANY
                  AFFILIATE IN ANY DOCUMENT OR SCHEDULE FILED WITH THE
                  SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER GOVERNMENTAL
                  AUTHORITY;

                           (C)      ANY OMISSION OR ALLEGED OMISSION TO STATE
                  ANY MATERIAL FACT REQUIRED TO BE STATED IN ANY DOCUMENT OR
                  SCHEDULE OR NECESSARY TO MAKE THE STATEMENTS MADE THEREIN NOT
                  MISLEADING IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH MADE;

                           (D)      ANY ACTS OR OMISSIONS, OR ALLEGED ACTS OR
                  OMISSIONS OF THE BORROWER, ANY AFFILIATE OR THEIR AGENTS
                  RELATED TO ANY ACQUISITION, PURCHASE OR SALE OF STOCK OR
                  ASSETS, OR THE FINANCING THEREOF, WHICH ARE ALLEGED TO VIOLATE
                  ANY FEDERAL SECURITIES LAW OR ANY OTHER LAW OF ANY
                  JURISDICTION APPLICABLE TO SUCH ACQUISITION, THE PURCHASE OR
                  SALE OF STOCK OR ASSETS, OR THE FINANCING THEREOF;

                           (E)      ANY WITHDRAWALS, TERMINATION OR CANCELLATION
                  OF ANY ACQUISITION; OR

                           (F)      ANY OTHER CLAIMS OF ANY NATURE WHATSOEVER
                  ARISING FROM OR RELATED TO ANY ACQUISITIONS;

EXCEPT TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE IS
FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION
TO HAVE RESULTED FROM SUCH INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT PROVIDED THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT THE
INDEMNIFIED PARTIES BE INDEMNIFIED FOR SUCH CLAIM, DAMAGE, LOSS, LIABILITY,
COST, OR EXPENSE ARISING FROM ITS OWN NEGLIGENCE. IN THE CASE OF AN
INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS
SECTION 13.12 APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH
INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY THE BORROWER, ITS
DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR ANY OTHER PERSON
OR ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO AND WHETHER OR TO THE
TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED. THE BORROWER AGREES NOT TO
ASSERT ANY CLAIM AGAINST ANY INDEMNIFIED PARTY ON ANY THEORY OF LIABILITY, FOR
SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING

                                      -87-

<PAGE>

OUT OF OR OTHERWISE RELATING TO THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS
CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS
OR THE LETTERS OF CREDIT.

                  (c)      Without prejudice to the survival of any other
agreement of the Borrower hereunder, the agreements and obligations of the
Borrower and the Banks contained in this Section 13.12 shall survive the payment
in full of the Loans and all other amounts payable under this Agreement.

                  13.13.   PAYMENTS SET ASIDE. To the extent any payments on the
Obligations or proceeds of any collateral or the proceeds of such enforcement or
setoff or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside and/or required to be repaid to a trustee,
receiver or any other Person under any Debtor Law or equitable cause, then, to
the extent of such recovery, the Obligation or part thereof originally intended
to be satisfied, and all rights and remedies therefor, shall be revived and
shall continue in full force and effect, and the Agent's and the Banks' rights,
powers and remedies under this Agreement and each other Loan Document shall
continue in full force and effect, as if such payment had not been made or such
enforcement or setoff had not occurred. In such event, each Loan Document shall
be automatically reinstated and the Borrower shall take such action as may be
reasonably requested by the Agent and the Banks to effect such reinstatement.

                  13.14.   LOAN AGREEMENT CONTROLS. If there are any conflicts
or inconsistencies among this Agreement and any of the other Loan Documents, the
provisions of this Agreement shall prevail and control.

                  13.15.   OBLIGATIONS SEVERAL. The obligations of each Bank
under each Loan Document to which it is a party are several, and no Bank shall
be responsible for any obligation or Commitment of any other Bank under any Loan
Document to which it is a party. Nothing contained in any Loan Document to which
it is a party, and no action taken by any Bank pursuant thereto, shall be deemed
to constitute the Banks to be a partnership, an association, a joint venture, or
any other kind of entity.

                  13.16.   SUBMISSION TO JURISDICTION; WAIVERS. EACH OF THE
BORROWER, THE AGENT AND THE BANKS IRREVOCABLY AND UNCONDITIONALLY:

                  (a)      SUBMITS, FOR ITSELF AND ITS PROPERTY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR
FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE
NONEXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATES OF TEXAS AND NEW
YORK, THE COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF
TEXAS, THE COURTS OF THE UNITED STATES OF AMERICA SITTING IN NEW YORK CITY, AND
APPELLATE COURTS FROM ANY THEREOF;

                  (b)      WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER
HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT

                                      -88-

<PAGE>

OR THAT SUCH PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO
PLEAD OR CLAIM THE SAME;

                  (c)      AGREES THAT SERVICE OF PROCESS IN ANY SUCH LEGAL
ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING OF A COPY THEREOF (BY REGISTERED
OR CERTIFIED MAIL OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL POSTAGE PREPAID) TO
THE ADDRESS SET FORTH IN SECTION 13.3 HEREOF OR AT SUCH OTHER ADDRESS OF WHICH
THE OTHER PARTIES HERETO SHALL HAVE BEEN NOTIFIED IN WRITING PURSUANT TO SECTION
13.3; AND

                  (d)      NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN SHALL
IN ANY WAY AFFECT THE RIGHT OF THE AGENT OR ANY BANK OR THE BORROWER TO BRING
ANY ACTION ARISING OUT OF OR RELATING TO THE LOANS OR THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT IN ANY COMPETENT COURT ELSEWHERE HAVING JURISDICTION OVER
THE BORROWER, THE AGENT OR ANY BANK, AS THE CASE MAY BE, OR ITS PROPERTY.

                  13.17.   WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, THE BORROWER HERETO (A) WAIVES ANY RIGHT TO A TRIAL BY JURY
IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT
OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY
IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY BANKING
RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY
SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY;
(B) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT
IT MAY HAVE TO CLAIM OR RECOVER ANY SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES;
AND (C) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OF
COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED
THAT SUCH PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVERS.

                  13.18.   AMENDMENTS, ETC. No amendment or waiver of any
provision of this Agreement, or any other Loan Document, nor consent to any
departure by the Borrower or any Subsidiary herefrom or therefrom, shall in any
event be effective unless the same shall be in writing and signed by the
Borrower or such Subsidiary, as the case may be, as to amendments, and by the
Majority Banks in all cases, and then, in any case, such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given; provided, however, that no amendment, waiver or consent shall,
unless in writing and signed by 100% of the Banks, do any of the following: (a)
change the definition of "Majority Banks", "Commitment", or "Pro Rata
Percentage", (b) forgive or reduce or increase the amount of the Commitment of
any Bank or subject any Bank to any additional obligations, (c) forgive or
reduce the principal of, or rate or amount of interest applicable to, any Loan
or LC Disbursement, other than as provided in this Agreement or forgive or
reduce the amount of the commitment fee or any Letter of Credit Fee, (d)
postpone any

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date fixed for any payment or prepayment of principal of, or interest on, any
Loan or LC Disbursement, (e) change Section 4.9, 4.10, and 13.15 or this Section
13.18, (f) change the aggregate unpaid principal amount of the Loans or LC
Disbursements, or the number of Banks, which shall be required for the Banks or
any of them to take any action hereunder, (g) waive any of the conditions
specified in Section 8.1 or Section 8.2, (h) except as otherwise provided
herein, release all or substantially all of any collateral or release any
Guarantor, or (i) postpone the scheduled date of expiration of any Commitment,
except as provided by Section 4.10; and provided further that no amendment,
waiver or consent shall, unless in writing and signed by the Agent, the Issuing
Bank or the Swingline Bank in addition to the Banks required above to take such
action, affect the rights or duties of the Agent, the Issuing Bank or the
Swingline Bank, as the case may be, under this Agreement, or any other Loan
Document.

                  13.19.   RELATIONSHIP OF THE PARTIES. This Agreement provides
for the making of loans by the Banks, in their capacity as Banks, to the
Borrower, in its capacity as a borrower, and for the payment of interest and
repayment of principal by the Borrower to the Banks. The relationship between
the Banks and the Borrower is limited to that of creditors/secured parties, on
the one hand, and debtor, on the other hand. The provisions herein for
compliance with financial, environmental, and other covenants, delivery of
financial, environmental and other reports, and financial, environmental and
other inspections, investigations, audits, examinations or tests are intended
solely for the benefit of the Banks to protect their interests as Banks in
assuming payments of interest and repayment of principal and nothing contained
in this Agreement shall be construed as permitting or obligating the Banks to
act as financial or business advisors or consultants to the Borrower, as
permitting or obligating the Banks to control the Borrower or to conduct or
operate the Borrower's operations, as creating any fiduciary obligation on the
part of the Banks to the Borrower, or as creating any joint venture, agency, or
other relationship between the parties other than as explicitly and specifically
stated in this Agreement. The Borrower acknowledges that it has had the
opportunity to obtain the advice of experienced counsel of its own choosing in
connection with the negotiation and execution of this Agreement and to obtain
the advice of such counsel with respect to all matters contained herein,
including, without limitation, the provision in Section 13.17 for waiver of
trial by jury. The Borrower further acknowledges that it is experienced with
respect to financial and credit matters and has made its own independent
decision to apply to the Banks for the financial accommodations provided hereby
and to execute and deliver this Agreement.

                  13.20.   CONFIDENTIALITY. Each of the Agent, the Issuing Bank
and each Bank (on behalf of itself and each of its Affiliates) agrees to
maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its and its Affiliates' directors, officers,
employees and agents, including accountants, legal counsel and other advisors
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any regulatory
authority, (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (d) to any other party to this Agreement
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential), (e) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to this Agreement
or the enforcement of rights hereunder, (f) subject to an agreement containing
provisions substantially the same as those of this Section, to (i) any assignee
of or Participant in or any

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<PAGE>

prospective assignee of or Participant in, any of its rights or obligations
under this Agreement or (ii) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to the Borrower and its
obligations, (g) with the consent of the Borrower (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information confidential)
or (h) to the extent such Information (i) becomes publicly available other than
as a result of a breach of this Section or (ii) becomes available to the Agent,
the Issuing Bank or any Bank on a nonconfidential basis from a source other than
the Borrower. For the purposes of this Section, "Information" means all
information received from, or furnished at the direction of, the Borrower or any
of its Affiliates relating to the Borrower or any of its Affiliates or their
business, other than any such information that is available to the Agent, the
Issuing Bank or any Bank on a nonconfidential basis prior to disclosure by the
Borrower; provided that, in the case of information received from the Borrower
after the date hereof, such information is clearly identified at the time of
delivery as confidential. Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.

                  13.21.   FINAL AGREEMENT. THIS WRITTEN AGREEMENT AND THE OTHER
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.

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<PAGE>

                  IN WITNESS WHEREOF, the parties hereto, by their respective
officers thereunto duly authorized, have executed this Agreement effective as of
January 29, 2003.

                                              THE MEN'S WEARHOUSE, INC.

                                              By: /s/ERIC J. LANE
                                                  ------------------------------
                                              Name: Eric J. Lane
                                              Title: President

                                              JPMORGAN CHASE BANK, individually
                                              and as agent

                                              By: /s/ ROBERT L. MENDOZA
                                                  ------------------------------
                                              Name: Robert L. Mendoza
                                              Title: Vice President

                                              FLEET NATIONAL BANK

                                              By: /s/JUDITH C.E. KELLY
                                                  ------------------------------
                                              Name: Judith C.E. Kelly
                                              Title: Managing Director

                                              WACHOVIA BANK, NATIONAL
                                              ASSOCIATION

                                              By: /s/ WILLIAM FOX
                                                  ------------------------------
                                              Name: William F. Fox
                                              Title: Vice President

                                      -92-

<PAGE>

                                              UNION BANK OF CALIFORNIA, N.A.

                                              By: /s/ HENRY G. MONTGOMERY
                                                  ------------------------------
                                              Name: Henry G. Montgomery
                                              Title: Vice President

                                              U.S. BANK NATIONAL ASSOCIATION

                                              By: /s/ AMANDA SMITH
                                                  ------------------------------
                                              Name: Amanda Smith
                                              Title: Assistant Vice President

                                              COMMERCEBANK, N.A.

                                              By: /s/ EDWARD P. TIETJEN
                                                  ------------------------------
                                              Name: Edward P. Tietjen
                                              Title: Senior Vice President

                                              By: /s/ WAYNE MILLER
                                                  ------------------------------
                                              Name: Wayne Miller
                                              Title: Vice President

                                              NATIONAL CITY BANK

                                              By: /s/ THOMAS E. REDMOND
                                                  ------------------------------
                                              Name: Thomas E. Redmond
                                              Title: Vice President

                                      -93-

<PAGE>

                                              SOUTHWEST BANK OF TEXAS N.A.

                                              By: /s/ VALERIE B. GIBBS
                                                  ------------------------------
                                              Name: Valerie B. Gibbs
                                              Title: Sr. Vice President

                                      -94-