<PAGE>   1
                                                                    EXHIBIT 10.1





                      AMENDED AND RESTATED CREDIT AGREEMENT




                                      AMONG


                              THE SHAW GROUP INC.,
                                AS THE BORROWER,


                         BANC ONE CAPITAL MARKETS, INC.
                              AS LEAD ARRANGER AND
                                SOLE BOOK RUNNER


                                  BANK ONE, NA,
                       AS A LENDER, AS ISSUER AND AS AGENT

                                       AND

                               FIRSTAR BANK, N.A.
                      AS SYNDICATION AGENT AND AS A LENDER

                         CREDIT LYONNAIS NEW YORK BRANCH
                     AS DOCUMENTATION AGENT AND AS A LENDER

                            UNION PLANTERS BANK, N.A.
                           AS CO-AGENT AND AS A LENDER

                       THE OTHER LENDERS SIGNATORY HERETO





                              $300,000,000 FACILITY


<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                   Page

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

ARTICLE II   THE CREDITS.............................................................20
    2.1.     Commitments.............................................................20
             2.1.1.   Loan Commitment................................................20
             2.1.2.   Swing Line Commitment..........................................21
    2.2.     Required Payments, Termination..........................................22
    2.3.     Ratable Loans...........................................................23
    2.4.     Types of Advances.......................................................23
    2.5.     Commitment Fee, Reductions in Aggregate Commitment......................23
    2.6.     Minimum Amount of Each Advance..........................................24
    2.7.     Optional Principal Payments.............................................24
    2.8.     Method of Selecting Types and Interest Periods for New Advances.........24
             2.8.1    Loans..........................................................24
             2.8.2    Swing Line Loans...............................................25
    2.9.     Conversion and Continuation of Outstanding Advances.....................25
    2.10.    Change in Interest Rate, etc............................................26
    2.11.    Rates Applicable After Default..........................................26
    2.12.    Method of Payment.......................................................26
    2.13.    Noteless Agreement, Evidence of Indebtedness............................27
    2.14.    Telephonic Notices......................................................28
    2.15.    Interest Payment Dates, Interest and Fee Basis..........................28
    2.16.    Notification of Advances, Interest Rates, Prepayments and Commitment
             Reductions..............................................................28
    2.17.    Lending Installations...................................................28
    2.18.    Non-Receipt of Funds by the Agent.......................................29
    2.19.    Facility LCs............................................................29
             2.19.1.  Issuance.......................................................29
             2.19.2.  Participations.................................................29
             2.19.3.  Notice.........................................................30
             2.19.4.  LC Fees........................................................30
             2.19.5.  Administration, Reimbursement by Lenders.......................30
             2.19.6.  Reimbursement by Borrower......................................31
             2.19.7.  Obligations Absolute...........................................31
             2.19.8.  Actions of Issuer..............................................32
             2.19.9.  Indemnification................................................32
             2.19.10.  Lenders' Indemnification......................................33
             2.19.11.  Facility LC Collateral Account................................33
             2.19.12.  Rights as a Lender............................................33
    2.20.    Replacement of Lender...................................................33
</TABLE>


                                      -i-
<PAGE>   3


<TABLE>
<S>                                                                                 <C>
ARTICLE III  YIELD PROTECTION; TAXES.................................................34
    3.1.     Yield Protection........................................................34
    3.2.     Changes in Capital Adequacy Regulations.................................35
    3.3.     Availability of Types of Advances.......................................36
    3.4.     Funding Indemnification.................................................36
    3.5.     Taxes...................................................................36
    3.6.     Lender Statements; Survival of Indemnity................................38
    3.7.     Effect of Yield Protection..............................................39

ARTICLE IV   CONDITIONS PRECEDENT....................................................39
    4.1.     Initial Credit Extension................................................39
    4.2.     Each Credit Extension...................................................42
    4.3.     Reaffirmations of Warranties............................................42

ARTICLE V    REPRESENTATIONS AND WARRANTIES..........................................42
    5.1.     Existence and Standing..................................................42
    5.2.     Authorization and Validity..............................................43
    5.3.     No Conflict; Government Consent.........................................43
    5.4.     Financial Statements....................................................43
    5.5.     Material Adverse Change.................................................44
    5.6.     Taxes...................................................................44
    5.7.     Litigation and Contingent Obligations...................................44
    5.8.     Subsidiaries............................................................44
    5.9.     ERISA...................................................................44
    5.10.    Accuracy of Information.................................................45
    5.11.    Regulation U, T and X...................................................45
    5.12.    Material Agreements.....................................................45
    5.13.    Compliance With Laws....................................................45
    5.14.    Ownership of Properties.................................................45
    5.15.    Plan Assets; Prohibited Transactions....................................45
    5.16.    Environmental Matters...................................................45
    5.17.    Investment Company Act..................................................46
    5.18.    Public Utility Holding Company Act......................................46
    5.19.    No Default..............................................................46
    5.20.    Post-Retirement Benefits................................................46
    5.21.    Insurance...............................................................46
    5.22.    Solvency................................................................46
    5.23.    Bond Obligations........................................................47

ARTICLE VI   COVENANTS...............................................................47
    6.1.     Financial Reporting.....................................................47
    6.2.     Use of Proceeds.........................................................49
    6.3.     Notice of Default.......................................................49
    6.4.     Conduct of Business; Books and Records..................................49
    6.5.     Taxes...................................................................49
</TABLE>


                                      -ii-
<PAGE>   4

<TABLE>
<S>                                                                                 <C>
    6.6.     Insurance...............................................................50
    6.7.     Compliance with Laws....................................................50
    6.8.     Maintenance of Properties...............................................50
    6.9.     Inspection..............................................................50
    6.10.    Dividends...............................................................50
    6.11.    Indebtedness............................................................50
    6.12.    Merger..................................................................51
    6.13.    Sale of Assets..........................................................52
    6.14.    Investments and Acquisitions............................................52
    6.15.    Liens...................................................................53
    6.16.    Affiliates..............................................................54
    6.17.    Prepayment of Other Indebtedness........................................54
    6.18.    Sale of Accounts........................................................54
    6.19.    Contingent Obligations..................................................54
    6.20.    Letters of Credit.......................................................55
    6.21.    Financial Contracts.....................................................55
    6.22.    Financial Covenants.....................................................55
             6.22.1.  Leverage Ratio.................................................55
             6.22.2.  Fixed Charge Coverage Ratio....................................55
             6.22.3.  Minimum Consolidated Net Worth.................................56
             6.22.4.  Capital Expenditures...........................................56
    6.23.    Subsidiaries............................................................56
    6.24.    Acquisitions............................................................56
    6.25.    Limitation on Leases....................................................57
    6.26.    Post Closing Obligations................................................57

ARTICLE VII  DEFAULTS................................................................57

ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES..........................60
    8.1.     Acceleration; Facility LC Collateral Account............................60
    8.2.     Amendments..............................................................61
    8.3.     Preservation of Rights..................................................62

ARTICLE IX   GENERAL PROVISIONS......................................................62
    9.1.     Survival of Representations.............................................62
    9.2.     Governmental Regulation.................................................62
    9.3.     Headings................................................................62
    9.4.     Entire Agreement........................................................62
    9.5.     Several Obligations; Benefits of this Agreement.........................62
    9.6.     Expenses; Indemnification...............................................63
    9.7.     Numbers of Documents....................................................63
    9.8.     Accounting..............................................................64
    9.9.     Severability of Provisions..............................................64
    9.10.    Nonliability of Lenders.................................................64
    9.11.    Confidentiality.........................................................64
</TABLE>


                                      -iii-
<PAGE>   5


<TABLE>
<S>                                                                                 <C>
    9.12.    Nonreliance.............................................................64
    9.13.    Disclosure..............................................................65
    9.14.    Interest................................................................65
    9.15     Excess Share Certificates...............................................66
    9.16     Survival of Prior Agreements............................................66
    9.17     Guarantor's Acknowledgment and Consent..................................66

ARTICLE X    THE AGENT...............................................................67
    10.1.    Appointment; Nature of Relationship.....................................67
    10.2.    Powers..................................................................67
    10.3.    General Immunity........................................................67
    10.4.    No Responsibility for Loans, Recitals, etc..............................68
    10.5.    Action on Instructions of Lenders.......................................68
    10.6.    Employment of Agents and Counsel........................................68
    10.7.    Reliance on Documents; Counsel..........................................68
    10.8.    Agent's Reimbursement and Indemnification...............................69
    10.9.    Notice of Default.......................................................69
    10.10.   Rights as a Lender......................................................69
    10.11.   Lender Credit Decision..................................................70
    10.12.   Successor Agent.........................................................70
    10.13.   Agent's Fee.............................................................70
    10.14.   Delegation to Affiliates................................................70
    10.15.   Execution of Collateral Documents.......................................71
    10.16.   Collateral Releases.....................................................71
    10.17    Agents..................................................................71

ARTICLE XI   SETOFF; RATABLE PAYMENTS................................................71
    11.1.    Setoff..................................................................71
    11.2.    Ratable Payments........................................................71

ARTICLE XII  BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS.......................72
    12.1.    Successors and Assigns..................................................72
    12.2.    Participations..........................................................72
             12.2.1.  Permitted Participants; Effect.................................72
             12.2.2.  Voting Rights..................................................72
             12.2.3.  Benefit of Setoff..............................................73
    12.3.    Assignments.............................................................73
             12.3.1.  Permitted Assignments..........................................73
             12.3.2.  Effect; Effective Date.........................................74
    12.4.    Dissemination of Information............................................74
    12.5.    Tax Treatment...........................................................74

ARTICLE XIII NOTICES.................................................................75
    13.1.    Notices.................................................................75
    13.2.    Change of Address.......................................................75
</TABLE>


                                      -iv-
<PAGE>   6


<TABLE>
<S>                                                                                 <C>
ARTICLE XIV  COUNTERPARTS............................................................75

ARTICLE XV   CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL............76
    15.1.    CHOICE OF LAW...........................................................76
    15.2.    CONSENT TO JURISDICTION.................................................76
    15.3.    WAIVER OF JURY TRIAL....................................................76
</TABLE>


                                      -v-
<PAGE>   7



PRICING SCHEDULE

EXHIBIT 2.13(iv)  NOTE
EXHIBIT 4.1(v)    FORM OF GUARANTOR'S SOLVENCY CERTIFICATE
EXHIBIT 4.1(vii)  LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION
EXHIBIT 6.1(iv)   COMPLIANCE CERTIFICATE
EXHIBIT 12.3.1    ASSIGNMENT AGREEMENT

SCHEDULE 4.1(xxv) COVENANT COMPLIANCE CALCULATION
SCHEDULE 5.7      LITIGATION AND CONTINGENT OBLIGATIONS
SCHEDULE 5.8      SUBSIDIARIES
SCHEDULE 5.12     MATERIAL AGREEMENTS
SCHEDULE 5.14     OWNERSHIP OF PROPERTIES; ENCUMBRANCES
SCHEDULE 5.23     BOND OBLIGATIONS
SCHEDULE 6.11(ii) INDEBTEDNESS AND LIENS
SCHEDULE 6.14(ii) SUBSIDIARIES AND OTHER INVESTMENTS
SCHEDULE 6.19(v)  CONTINGENT OBLIGATIONS
SCHEDULE 6.26     POST CLOSING MATTERS




                                      -vi-
<PAGE>   8
                     AMENDED AND RESTATED CREDIT AGREEMENT

         This Amended and Restated Agreement, dated as of the Effective Date, is
entered into by and among THE SHAW GROUP INC., a Louisiana corporation (the
"Borrower"), the Subsidiaries of the Borrower listed on the signature pages
hereto as Guarantors (together with each other Person who subsequently becomes a
Guarantor, collectively the "Guarantors"), the banks and other financial
institutions listed on the signature pages hereto under the caption "Lenders"
(together with each other Person who becomes a Lender, collectively the
"Lenders"), BANK ONE, NA, individually as a Lender ("Bank One") and as
administrative agent for the other Lenders (in such capacity together with any
other Person who becomes the agent, the "Agent"), FIRSTAR BANK, N.A.,
individually as a Lender and as syndication agent (the "Syndication Agent"),
CREDIT LYONNAIS NEW YORK BRANCH, individually as a Lender and as documentation
agent (the "Documentation Agent") and UNION PLANTERS BANK, N.A., individually as
a Lender and as Co-Agent (the "Co-Agent" and together with the Agent, the
Documentation Agent and the Syndication Agent the "Agents").

         WHEREAS, the Borrower, the Agent and Banc One Capital Markets, Inc., as
Lead Arranger and Sole Book Runner are parties to that certain Credit Agreement
dated July 14, 2000 (the "July Credit Agreement"); and

         WHEREAS, the July Credit Agreement was amended by that certain First
Amendment to Credit Agreement and Pledge and Security Agreement dated September
19, 2000 by and among the Borrower, the Guarantors signatory thereto, the
Lenders signatory thereto and the Agents (the "First Amendment" and,
collectively with the July Credit Agreement, the "Original Credit Agreement");
and

         WHEREAS, the parties to the Original Credit Agreement desire to amend
and restate the Original Credit Agreement in order to reduce the Commitments and
to amend certain other provisions of the Original Credit Agreement;

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

         As used in this Agreement:

         "Accounts" has the meaning stated in the Illinois Uniform Commercial
Code.

                                      -1-
<PAGE>   9


         "Acquisition" means any transaction, or any series of related
transactions, consummated on or after the Closing Date, by which the Borrower or
any of its Subsidiaries (i) acquires from a third party that is not a Subsidiary
any going concern business or all or substantially all of the assets of any
firm, corporation or limited liability company that is not a Subsidiary, or
division thereof, whether through purchase of assets, merger or otherwise or
(ii) directly or indirectly acquires from a third party that is not a Subsidiary
(in one transaction or as the most recent transaction in a series of
transactions) at least a majority (in number of votes) of the securities of a
corporation that is not a Subsidiary which have ordinary voting power for the
election of directors (other than securities having such power only by reason of
the happening of a contingency) or a majority (by percentage or voting power) of
the outstanding ownership interests of a partnership or limited liability
company that is not a Subsidiary.

         "Acquisition Agreement" means that certain Asset Purchase Agreement
between Borrower and Stone & Webster and certain Subsidiaries of Stone & Webster
dated July 14, 2000 pertaining to the acquisition of the Stone & Webster Assets.

         "Advance" means a borrowing hereunder, (i) in respect of any Loan other
than a Swing Line Loan, (x) made by the Lenders on the same Borrowing Date, or
(y) converted or continued by the Lenders on the same date of conversion or
continuation, consisting, in either case, of the aggregate amount of the several
Loans of the same Type and, in the case of Eurodollar Loans, for the same
Interest Period, and (ii) in respect of a Swing Line Loan, a borrowing made by
the Swing Line Lender.

         "Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person owns 10% or
more of any class of voting securities (or other ownership interests) of the
controlled Person or possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies of the controlled Person,
whether through ownership of stock, by contract or otherwise.

         "Agent" means Bank One, NA in its capacity as contractual
representative of the Lenders pursuant to Article X, and not in its individual
capacity as a Lender, and any successor Agent appointed pursuant to Article X.

         "Aggregate Commitment" means the total of the Revolving Credit
Commitment of all the Lenders (including the Swing Line Lender's Swing Line
Commitment), and the Facility LC Commitment of all of the Lenders, in each case,
as reduced from time to time pursuant to the terms hereof, which amount as of
the Effective Date is a maximum of $300,000,000.00.

         "Aggregate Facility LC Commitment" means the sum of all of the Lenders'
Facility LC Commitments, which totals a maximum of $150,000,000 as of the
Effective Date.

         "Aggregate Revolving Credit Commitment" means the sum of all of the
Lenders' Revolving Credit Commitments, which, subject to the limitations of the
Aggregate Commitment, total a


                                      -2-
<PAGE>   10


maximum of $300,000,000 as of the Effective Date, reducing from time to time as
set forth herein, or as the same may be increased pursuant to Section 2.1.1(B)
hereof.

         "Aggregate Outstanding Credit Exposure" means, at any time, the
aggregate of the Outstanding Credit Exposure of all the Lenders (including the
Swing Line Lender).

         "Agreement" means this credit agreement, as it may be renewed,
extended, amended, restated or modified and in effect from time to time.

         "Agreement Accounting Principles" means generally accepted accounting
principles as in effect from time to time, applied in a manner consistent with
that used in preparing the financial statements referred to in Section 5.4.

         "Alternate Base Rate" means, for any day, a rate of interest per annum
equal to the higher of (i) the Corporate Base Rate for such day and (ii) the sum
of the Federal Funds Effective Rate for such day plus 1/2% per annum.

         "Applicable Fee Rate" means, at any time, the percentage rate per annum
at which Commitment Fees are accruing on the unused portion of the Aggregate
Commitment at such time as set forth in the Pricing Schedule; provided that from
the Closing Date until the end of the Borrower's next two fiscal quarters, the
applicable Fee Rate shall be set at Level V as set forth on the Pricing Schedule
(or higher if the Leverage Ratio would otherwise dictate a higher level).

         "Applicable Margin" means, with respect to Advances of any Type at any
time, the percentage rate per annum which is applicable at such time with
respect to Advances of such Type as set forth in the Pricing Schedule; provided
that from the Closing Date until the end of the Borrower's next two fiscal
quarters, the applicable Fee Rate shall be set at Level V as set forth on the
Pricing Schedule (or higher if the Leverage Ratio would otherwise dictate a
higher level).

         "Arranger" means Banc One Capital Markets, Inc., a Delaware
corporation, and its successors.

         "Article" means an article of this Agreement unless another document is
specifically referenced.

         "Authorized Officer" means any of the President, Chief Executive
Officer, Chief Operating Officer, Chief Financial Officer of the Borrower,
Corporate Comptroller, Treasury Operations Manager, General Counsel or Senior
Vice President.

         "Available Aggregate Commitment" means, at any time, the Aggregate
Commitment then in effect minus the Aggregate Outstanding Credit Exposure at
such time.

         "Bank One" means Bank One, NA, in its individual capacity, and its
successors and assigns.


                                      -3-
<PAGE>   11


         "Borrower" means The Shaw Group Inc., a Louisiana corporation, and its
successors and assigns.

         "Borrowing Date" means a date on which a Credit Extension is made
hereunder.

         "Borrowing Notice" is defined in Section 2.8.

         "Business Day" means a day (other than a Saturday or Sunday) on which
banks generally are open in Chicago, Illinois for the conduct of substantially
all of their commercial lending activities and on which dealings in United
States dollars are carried on in the London interbank market.

         "Calculation Period" means a four quarter period ending on the date of
the Borrower's fiscal quarter end or fiscal year end for which the relevant
calculation is being made.

         "Capital Expenditures" means, without duplication, any expenditures for
any purchase or other acquisition of any asset which would be classified as a
fixed or capital asset on a consolidated balance sheet of the Borrower and its
Subsidiaries prepared in accordance with Agreement Accounting Principles.

         "Capitalized Lease" of a Person means any lease of Property by such
Person as lessee which would be capitalized on a balance sheet of such Person
prepared in accordance with Agreement Accounting Principles.

         "Capitalized Lease Obligations" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be shown as a
liability on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.

         "Cash Equivalent Investments" means (i) short-term obligations of, or
fully guaranteed by, the United States of America, (ii) commercial paper rated
A-1 or better by S&P or P-1 or better by Moody's, (iii) demand deposit accounts
maintained in the ordinary course of business, (iv) certificates of deposit
issued by and time deposits with commercial banks (whether domestic or foreign)
having capital and surplus in excess of $100,000,000, (v) investments in
Eurodollars not in excess of $5,000,000 in the aggregate at any one time
outstanding, issued by any bank or trust company having capital, surplus and
undivided profits aggregating at least $100,000,000 and whose long term
certificates of deposit are, at the time of acquisition thereof by Borrower or
any Subsidiary, rated A-1 or better by Standard & Poor's Ratings Group or P-1 or
better by Moody's Investor Service, Inc., and (vi) investments by Foreign
Subsidiaries in short term investments, in connection with the cash management
programs of such Foreign Subsidiaries, provided the total of such investments
does not exceed $10,000,000 at any one time outstanding; provided in each case
that the same provides for payment of both principal and interest (and not
principal alone or interest alone) and is not subject to any contingency
regarding the payment of principal or interest.

         "Change" has the meaning specified in Section 3.2.


                                      -4-
<PAGE>   12


         "Change in Control" means an event or series of events by which (a) any
"person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act
as in effect on the Closing Date related persons constituting a "group" (as such
term is used in Rule 13d-5 under the Exchange Act in effect on the Closing Date)
is or becomes or has the absolute, unconditional right to become the "beneficial
owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, as in effect
on the Closing Date), directly or indirectly, of 25% or more of the total voting
power of the voting stock of the Borrower; (b) the Borrower consolidates with or
merges into another Person or conveys, transfers or leases all or substantially
all of its assets to any Person, or any Person consolidates with, or merges
into, the Borrower in a transaction not otherwise permitted hereunder; (c) the
Borrower conveys, transfers or leases all or substantially all of its assets to
any Person; (d) the stockholders of the Borrower approve any plan of liquidation
or dissolution of the Borrower; or (e) during any period of twelve consecutive
months, individuals who, at the beginning of such period, constituted the board
of directors of the Borrower (together with any new director whose election by
the Borrower's board of directors or whose nomination for election by the
Borrower's stockholders was approved by a vote of at least a majority of the
directors then still in office who either were directors at the beginning of
such period or whose election or nomination for election was previously so
approved) cease for any reason (other than due to death or disability) to
constitute a majority of the board of directors of the Borrower then in office.

         "Closing Date" means July 14, 2000.

         "Code" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

         "Collateral" means the accounts, inventory, intellectual property,
contracts, general intangibles, stock and all other items described as
collateral in any of the Collateral Documents, plus all proceeds thereof.

         "Collateral Documents" means, collectively, any and all documents
executed as security for the Obligations including without limitation the
following documents: (i) security and pledge agreement executed by Borrower and
the Guarantors creating (A) a first and prior lien in favor of the Agent for the
ratable benefit of the Lenders on all of such Persons' Accounts, Inventory,
General Intangibles, the proceeds and products thereof and all other personal
property, including, without limitation, all inter-company notes and receivables
and (B) a first and prior lien in favor of the Agent for the ratable benefit of
the Lenders on, among other collateral, all of the issued and outstanding shares
of the Borrower's or such Guarantor's Domestic Subsidiaries and 66% of the
issued and outstanding shares of the Borrower's or such Guarantor's foreign
Subsidiaries that are owned by Borrower or a Domestic Subsidiary, together with
any security and pledge agreement to be executed by the Borrower or any
Guarantor and delivered to the Agent pursuant to Section 6.24 hereof, (ii) the
Guaranty, (iii) Uniform Commercial Code financing statements executed by the
Borrower and the Guarantors relating to the above described security and pledge
agreements, (iv) stock powers executed in blank by the Borrower and any
Guarantor, as applicable, relating to the shares of stock of its Subsidiaries
pledged by the above described security and pledge agreements, and (v) stock


                                      -5-
<PAGE>   13


certificates for all of Borrowers' and its Subsidiaries' shares of stock pledged
by the above described security and pledge agreements.

         "Collateral Shortfall Amount" has the meaning specified in Section 8.1.

         "Commitment" means, for each Lender, the Revolving Credit Commitment
and the Facility LC Commitment for such Lender.

         "Consolidated Interest Expense" means, for any Person, with reference
to any period, the actual interest expense of such Person and its Subsidiaries
calculated on a consolidated basis for such period excluding any amortization of
financing fees incurred in connection with this Agreement.

         "Consolidated Net Income" means, for any Person, with reference to any
period, the net income (or loss) of such Person and its Subsidiaries calculated
according to Agreement Accounting Principles on a consolidated basis for such
period, excluding any such net income attributable to any Investment in any
Person that is not a Subsidiary except to the extent of cash distributions from
such Person to the Borrower or its Subsidiaries.

         "Consolidated Net Worth" means at any time the consolidated
stockholders' equity of the Borrower and its Subsidiaries calculated on a
consolidated basis as of such time plus any preferred stock of the Borrower and
its Subsidiaries to the extent it has not been redeemed for indebtedness, as
determined in accordance with Agreement Accounting Principles.

         "Consolidated Total Debt" means at any time, all Indebtedness, and all
Contingent Obligations that are interest bearing or to which interest is
attributable or to which interest accrues, including guarantees and Financial
Letters of Credit.

         "Contingent Obligation" of a Person means any agreement, undertaking or
arrangement by which such Person assumes, guarantees, endorses, contingently
agrees to purchase or provide funds for the payment of, or otherwise becomes or
is contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial condition
of any other Person, or otherwise assures any creditor of such other Person
against loss, including, without limitation, any limited recourse or recourse
note or other obligation, comfort letter, operating agreement, take-or-pay
contract or the obligations of any such Person as general partner of a
partnership with respect to the liabilities of the partnership.

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

         "Conversion/Continuation Notice" has the meaning specified in Section
2.9.


                                      -6-
<PAGE>   14


         "Corporate Base Rate" means a rate per annum equal to the corporate
base rate of interest announced by the Agent from time to time, changing when
and as said corporate base rate changes.

         "Credit Extension" means the making of an Advance or the issuance of a
Facility LC hereunder.

         "Credit Extension Date" means the Borrowing Date for an Advance or the
issuance date for a Facility LC.

         "Default" means an event described in Article VII.

         "Domestic Subsidiary" means every Subsidiary of Borrower that is formed
under the laws of the United States of America or any state.

         "EBITDA" means, for any Person for any period, the consolidated Net
Income of such Person for that period plus, to the extent deducted from revenues
in determining Consolidated Net Income, (i) Consolidated Interest Expense, (ii)
expense for taxes paid or accrued, (iii) depreciation, (iv) amortization and (v)
extraordinary non-recurring losses, minus, to the extent included in
Consolidated Net Income, extraordinary non-recurring gains, all calculated on a
consolidated basis.

         "Effective Date" means the earlier of (i) November 30, 2000 or (ii)
completion of the sale by the Borrower of all its interest in Nordic or
substantially all of the assets thereof to a third party.

         "Environmental Laws" means any and all federal, state, local and
foreign statutes, laws, judicial decisions, regulations, ordinances, rules,
judgments, orders, decrees, plans, injunctions, permits, concessions, grants,
franchises, licenses, agreements and other governmental restrictions relating to
(i) the protection of the environment, (ii) the effect of the environment on
human health, (iii) emissions, discharges or releases of pollutants,
contaminants, hazardous substances or wastes into surface water, ground water or
land, or (iv) the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of pollutants, contaminants, hazardous
substances or wastes or the clean-up or other remediation thereof.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any rule or regulation issued thereunder.

         "Eurodollar Advance" means an Advance which, except as otherwise
provided in Section 2.11, bears interest at the applicable Eurodollar Rate.

         "Eurodollar Base Rate" means, with respect to a Eurodollar Advance for
the relevant Interest Period, the rate determined by the Agent to be the rate at
which the Agent offers to place deposits in U.S. dollars with first class banks
in the London interbank market or, at Agent's election, as appear on Reuters
Screen FRBD as of 11:00 a.m. (London time) two Business Days prior to the first
day of such Interest Period, in the approximate amount of the Agent's relevant
Eurodollar Loan and having a maturity equal to such Interest Period.

                                      -7-
<PAGE>   15

         "Eurodollar Loan" means a Loan which, except as otherwise provided in
Section 2.11, bears interest at the applicable Eurodollar Rate.

         "Eurodollar Rate" means, with respect to a Eurodollar Advance for the
relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar Base
Rate applicable to such Interest Period, divided by (b) one minus the Reserve
Requirement (expressed as a decimal) applicable to such Interest Period, plus
(ii) the Applicable Margin; provided, that in no event shall the Eurodollar Rate
exceed the Highest Lawful Rate. The Eurodollar Rate shall be rounded to the next
higher multiple of 1/16 of 1% if the rate is not such a multiple.

         "Excluded Taxes" means, in the case of each Lender or applicable
Lending Installation and the Agent, taxes imposed on its overall net income, and
franchise taxes imposed on it, by (i) the jurisdiction under the laws of which
such Lender or the Agent is incorporated or organized or (ii) the jurisdiction
in which the Agent's or such Lender's principal executive office or such
Lender's applicable Lending Installation is located.

         "Exhibit" refers to an exhibit to this Agreement, unless another
document is specifically referenced.

         "Existing Facility" means that certain Credit Agreement dated May 15,
1998 among the Borrower, Mercantile Business Credit Inc., in its capacity as
agent, and the banks party thereto, pursuant to which such banks agreed to make
revolving credit loans to the Borrower not to exceed $100,000,000, as said
Credit Agreement may have been amended, amended and restated or otherwise
modified from time to time.

         "Facility LC" has the meaning specified in Section 2.19.1.

         "Facility LC Application" has the meaning specified in Section 2.19.3.

         "Facility LC Collateral Account" has the meaning specified in Section
2.19.11.

         "Facility LC Commitment" means the Commitment of each Lender to
participate in Facility LCs issued by the Issuer in the amount not exceeding
that set forth opposite its signature below or as set forth in any assignment
executed pursuant to Section 12.3.1, as modified from time to time pursuant to
the terms hereof.

         "Facility Termination Date" means July 14, 2003 or any earlier date on
which the Aggregate Commitment is reduced to zero or otherwise terminated
pursuant to the terms hereof.

         "Federal Funds Effective Rate" means, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank


                                      -8-
<PAGE>   16


of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago
time) on such day on such transactions received by the Agent from three Federal
funds brokers of recognized standing selected by the Agent in its sole
discretion.

         "Financial Contract" of a Person means (i) any exchange-traded or
over-the-counter futures, forward, swap or option contract or other financial
instrument with similar characteristics, (ii) any agreements, devices or
arrangements providing for payments related to fluctuations of interest rates,
exchange rates, forward rates or commodity prices, including, but not limited
to, interest rate swap or exchange agreements, forward currency exchange
agreements, interest rate cap or collar protection agreements, forward rate
currency or interest rate options, or (iii) any other similar contract.


         "Financial Letter of Credit" means a Letter of Credit qualifying as a
"financial guarantee-type letter of credit" under 12 CFR Part 3, Appendix A,
Section 3(b)(1)(i) or any successor U.S. Comptroller of the Currency regulation
and issued by an Issuing Bank under the terms of this Agreement.

         "Floating Rate" means, for any day, a rate per annum equal to (i) the
Alternate Base Rate for such day plus (ii) the Applicable Margin, in each case
changing when and as the Alternate Base Rate changes; provided, that in no event
shall the Floating Rate exceed the Highest Lawful Rate.

         "Floating Rate Advance" means an Advance which, except as otherwise
provided in Section 2.11, bears interest at the Floating Rate.

         "Floating Rate Loan" means a Loan which, except as otherwise provided
in Section 2.11, bears interest at the Floating Rate.

         "Foreign Subsidiary" means any Subsidiary of Borrower that is organized
under the laws of any jurisdiction other than the United States of America or a
state thereof.

         "General Intangibles" has the meaning stated in the Illinois Uniform
Commercial Code in effect from time to time including, without limitation, all
contract rights, rights to receive payments of money, chooses in action, causes
of action, judgments, tax refunds and tax refund claims, patents, trademarks,
trade names, copyrights, licenses, franchises, computer programs, software,
goodwill, customer and supplier contracts, interests in general or limited
partnerships, joint ventures or limited liability companies, reversionary
interests in pension and profit sharing plans and reversionary, beneficial and
residual interests in trusts, leasehold interests in real or personal property,
rights to receive rentals of real or personal property and guarantee and
indemnity claims.

         "Guarantors" means collectively all of the Borrower's Domestic
Subsidiaries as of the Closing Date and any other Domestic Subsidiary of
Borrower that shall become a guarantor hereunder pursuant to Section 6.23.

                                      -9-
<PAGE>   17

         "Guaranty" means that certain Guaranty dated as of July 14, 2000
executed by the Guarantors in favor of the Agent, for the ratable benefit of the
Lenders, and each guaranty executed pursuant to Section 6.23 hereof, as each of
such may be amended or modified and in effect from time to time.

         "Highest Lawful Rate" means, with respect to each Lender, the maximum
nonusurious interest rate, if any, that at any time or from time to time may be
contracted for, taken, reserved, charged or received on the Notes or on other
Indebtedness under laws applicable to such Lender 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 nonusurious interest rate than
applicable laws now allow.

         "Indebtedness" of a Person means, without duplication, such Person's
(i) obligations for borrowed money, (ii) obligations representing the deferred
purchase price of Property or services (other than accounts payable arising in
the ordinary course of such Person's business payable on terms customary in the
trade in the applicable jurisdiction), (iii) obligations, whether or not
assumed, secured by Liens or payable out of the proceeds or production from
Property now or hereafter owned or acquired by such Person, (iv) obligations
which are evidenced by notes, acceptances, or other instruments, (v) obligations
of such Person to purchase or repurchase securities, accounts or other Property
arising out of or in connection with the sale of the same or substantially
similar securities or Property, (vi) Capitalized Lease Obligations, (vii)
liabilities under other financings or so-called "synthetic" lease transactions,
(viii) net, mark to market obligations owing under any swaps, hedging
agreements, puts, calls, collars, or similar derivative instruments or
agreements, (ix) reimbursement obligations in respect of Financial Letters of
Credit and (x) any other obligation for borrowed money which in accordance with
Agreement Accounting Principles would be shown as a liability on the
consolidated balance sheet of such Person.

         "Insurance Company Notes" has the meaning specified in the definition
of "Note Purchase Agreement".

         "Interest Period" means, with respect to a Eurodollar Advance, a period
of seven (7) days, or one, two, three or six months commencing on a Business Day
selected by the Borrower pursuant to this Agreement. Such Interest Period shall
end on the day which corresponds numerically to such date one, two, three or six
months thereafter, provided, however, that if there is no such numerically
corresponding day in such next, second, third or sixth succeeding month, such
Interest Period shall end on the last Business Day of such next, second, third
or sixth succeeding month. If an Interest Period would otherwise end on a day
which is not a Business Day, such Interest Period shall end on the next
succeeding Business Day, provided, however, that if said next succeeding
Business Day falls in a new calendar month, such Interest Period shall end on
the immediately preceding Business Day. Notwithstanding the foregoing, the
Eurodollar Rate for Interest Periods longer than seven (7) days will not be made
available until the earlier of (i) Agent's determination that syndication of the
Aggregate Commitment is complete or (ii) ninety (90) days following the Closing
Date, unless Agent in its sole discretion determines otherwise.

                                      -10-
<PAGE>   18

         "Inventory" has the meaning stated in the Illinois Uniform Commercial
Code in effect from time to time, including, without limitation, all goods held
for sale or lease, or furnished or to be furnished under contracts of service,
or consumed in the applicable party's business, raw materials, intermediates,
work in process, packaging materials, finished goods, semi-finished inventory,
scrap inventory, manufacturing supplies and spare parts (to the extent not
covered by purchase money liens of manufacturers), all such goods that have been
returned to or repossessed by or on behalf of the Borrower, and all such goods
released to the Borrower or to third parties under trust receipts or similar
documents.

         "Investment" of a Person means any loan, advance (other than
commission, travel and similar advances to officers and employees made in the
ordinary course of business), extension of credit (other than Accounts arising
in the ordinary course of business on terms customary in the trade in the
applicable jurisdiction) or contribution of capital by such Person; stocks,
bonds, mutual funds, partnership interests, notes, debentures or other
securities owned by such Person; any deposit accounts and certificate of deposit
owned by such Person; and structured notes, derivative financial instruments and
other similar instruments or contracts owned by such Person.

         "Issuer" means Bank One or any Lender (or any subsidiary or affiliate
designated by Bank One) in its capacity as issuer of Facility LCs hereunder.

         "LC Fee" is defined in Section 2.19.4.

         "LC Obligations" means, at any time, the sum, without duplication, of
(i) the aggregate undrawn stated amount under all Facility LCs outstanding at
such time, plus (ii) the aggregate unpaid amount at such time of all
Reimbursement Obligations.

         "LC Payment Date" has the meaning specified in Section 2.19.5.

         "Lenders" means the lending institutions listed on the signature pages
of this Agreement and their respective successors and assigns.

         "Lending Installation" means, with respect to a Lender or the Agent,
the office, branch, subsidiary or affiliate of such Lender or the Agent listed
on the signature pages hereof or on a Schedule or otherwise selected by such
Lender or the Agent pursuant to Section 2.17.

         "Letter of Credit" of a Person means a letter of credit which is issued
upon the application of such Person or upon which such Person is an account
party or for which such Person is in any way liable.

         "Leverage Ratio" means the ratio of Consolidated Total Debt to EBITDA,
calculated pursuant to Section 6.22.1.

         "Lien" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or other security agreement or preferential


                                      -11-
<PAGE>   19


arrangement of any kind or nature whatsoever (including, without limitation, the
interest of a vendor or lessor under any conditional sale, Capitalized Lease or
other title retention agreement).

         "Loan" means, with respect to a Lender, such Lender's loan made
pursuant to Article II (or any conversion or continuation thereof).

         "Loan Documents" means this Agreement, the Collateral Documents, the
Facility LC Applications and any Notes issued pursuant to Section 2.13, all
documents required under Article IV, and all other documents and instruments
executed in connection with this Agreement.

         "Material Adverse Effect" means a material adverse effect on (i) the
business, Property, condition (financial or otherwise), results of operations,
or prospects of the Borrower and its Subsidiaries taken as a whole, (ii) the
ability of the Borrower to perform its obligations under the Loan Documents to
which it is a party, or (iii) the validity or enforceability of any of the Loan
Documents or the rights or remedies of the Agent, the LC Issuer or the Lenders
thereunder.

         "Material Indebtedness" has the meaning specified in Section 7.5.

         "Material Subsidiary" shall mean a Subsidiary of Borrower having: (i)
assets of $500,000 or more or (ii) annual cash flow of $500,000 or more.

         "Modify" and "Modification" have the meaning specified in Section
2.19.1.

         "Multiemployer Plan" means a Plan maintained pursuant to a collective
bargaining agreement or any other arrangement to which the Borrower or any
member of the Controlled Group is a party to which more than one employer is
obligated to make contributions.

         "Non-U.S. Lender" has the meaning specified in Section 3.5(iv).

         "Nordic" means Nordic Refrigerated Services, Inc., a North Carolina
corporation.

         "Note" means any promissory note issued at the request of a Lender
pursuant to Section 2.13(iv) in the form of Exhibit 2.13(iv).

         "Noteholders" has the meaning specified in the definition of "Note
Purchase Agreement".

         "Note Purchase Agreement" means, as amended or supplemented from time
to time, each of the Note Purchase Agreements dated as of May 21, 1998,
respectively, made by the Borrower with Nationwide Life Insurance Company,
Connecticut General Life Insurance Company, Insurance Company of North America,
Connecticut General Life Insurance Company on Behalf of One or More Separate
Accounts, Life Insurance Company of North America, Northern Life Insurance
Company, Reliastar Life Insurance Company of New York, Reliastar United Services
Life Insurance Company, Washington Square Advisers Private Placement Trust Fund
and Security Connecticut Life Insurance Company (collectively, together with
their respective successors and assigns, the


                                      -12-
<PAGE>   20


"Noteholders"), which provide, among other things, for the issuance and sale by
the Borrower of $20,000,000 aggregate principal amount of its 6.44% Series A
Senior Secured Notes due 2005 (the "Series A Notes") and $40,000,000 aggregate
principal amount of the Borrower's 6.93% Series B Senior Secured Notes due 2008
(the "Series B Notes" and together with the Series A Notes, the "Insurance
Company Notes").

         "Obligations" means all unpaid principal of and accrued and unpaid
interest on the Loans, Swing Line Loans, all Reimbursement Obligations, Rate
Hedging Obligations all accrued and unpaid fees and all expenses,
reimbursements, indemnities and other obligations of the Borrower to the Lenders
or to any Lender, the Agent, the Issuer or any indemnified party arising under
the Loan Documents.

         "Operating Lease" of a Person means any lease of Property (other than a
Capitalized Lease) by such Person as lessee which has an original term
(including any required renewals and any renewals effective at the option of the
lessor) of one year or more.

         "Outstanding Credit Exposure" means (i) as to any Lender at any time,
the sum of (x) the aggregate principal amount of its Loans outstanding at such
time, plus (y) an amount equal to its Pro Rata Share of the LC Obligations at
such time, and (ii) as to the Swing Line Lender only, at any time, the aggregate
principal amount of outstanding Swing Line Loans at such time.

         "Other Taxes" has the meaning specified in Section 3.5(ii).

         "Participants" has the meaning specified in Section 12.2.1.

         "Payment Date" means the last Business Day of each month of March,
June, September and December from and including the Closing Date through and
including the Facility Termination Date.

         "PBGC" means the Pension Benefit Guaranty Corporation, or any successor
thereto.

         "Performance Letter of Credit" means a Letter of Credit qualifying as a
"performance-based standby letter of credit" under 12 CFR Part 3, Appendix A,
Section 3(b)(2)(i) or any successor U.S. Comptroller of the Currency regulation
and issued by an Issuing Bank under the terms of this Agreement.

         "Permitted Business" means the businesses of Borrower and its
Subsidiaries carried on as of the Closing Date and any businesses, services or
activities incident or related thereto.

         "Permitted Business Investments" means:

                  (i)      loans and other extensions of credit to officers,
                           directors and employees of Borrower or any Subsidiary
                           for travel, entertainment, moving and similar
                           expenses or advances made in direct furtherance and
                           in the ordinary course of the business of Borrower or
                           the Subsidiaries, provided that the aggregate


                                      -13-
<PAGE>   21


                           principal amount of loans and other extensions of
                           credit made pursuant to this clause (a) does not
                           exceed $1,500,000 at any one time outstanding;

                  (ii)     loans to employees for signing bonuses in the
                           ordinary course of business of Borrower and its
                           Subsidiaries;

                  (iii)    Investments in joint ventures operating a Permitted
                           Business not to exceed 5% of Borrower's Consolidated
                           Net Worth unless such Investment could reasonably be
                           expected to have a Material Adverse Effect;

                  (iv)     Loans and other extensions of credit to an officer of
                           employee of Borrower or a Subsidiary extended in
                           connection with hiring that Person that is the
                           functional equivalent of a signing bonus and is to be
                           forgiven over time if said Person continues his or
                           her employment;

                  (v)      Investments by Foreign Subsidiaries in other Foreign
                           Subsidiaries;

                  (vi)     Investments by Borrower in Domestic Subsidiaries and
                           Investments by Domestic Subsidiaries in Borrower; and

                  (vii)    Investments by Borrower in Foreign Subsidiaries,
                           which Investments are effected after the Closing
                           Date, such Investments not to exceed $10,000,000 in
                           the aggregate outstanding at any one time, and to be
                           evidenced by a promissory note or other similar
                           document that is pledged to the Agent as Collateral;
                           and

                  (viii)   Investments by Subsidiaries in Borrower.

         "Permitted Financial Investments" means the following kinds of
instruments:

                  (i)      receivables arising from the sale of goods and
                           services in the ordinary course of business of
                           Borrower or any Subsidiaries;

                  (ii)     currency or commodity price hedging agreements, using
                           customary ISDA swap documentation or comparable
                           documentation, entered into with a Lender for the
                           purpose of hedging actual exposure on the currency or
                           commodity price risks of its business and not
                           speculation;

                  (iii)    Capital Stock or obligations or securities received
                           in settlement of debts (created in the ordinary
                           course of business) owing to Borrower or any
                           Subsidiary; and

                  (iv)     Investments in Capital Stock of publicly traded
                           companies provided the aggregate Investment therein
                           does not ever exceed $250,000.

                                      -14-
<PAGE>   22

         "Permitted Indebtedness" shall mean without duplication (i) deferred
taxes and other expenses incurred in the ordinary course of business; (ii)
Indebtedness of a Domestic Subsidiary to Borrower or another Domestic
Subsidiary; (iii) Indebtedness of a Foreign Subsidiary to a Foreign Subsidiary;
(iv) Indebtedness of Borrower to a Domestic Subsidiary or a Foreign Subsidiary,
so long as such Indebtedness is subordinated to all of Borrower's or its
Subsidiaries' Indebtedness to Lenders pursuant to the Subordination Agreement;
and (v) Indebtedness constituting the net obligations of a Person as of the date
of a required calculation under currency or commodity hedging agreements entered
into with one of the Lenders in the ordinary course of business and not for the
purposes of speculation.

         "Permitted Liens" means any of the following:

                  (i)      Liens for taxes, assessments or governmental charges
                           or levies on its Property if the same shall not at
                           the time be delinquent or thereafter can be paid
                           without penalty, or are being contested in good faith
                           and by appropriate proceedings and for which adequate
                           reserves in accordance with Agreement Accounting
                           Principles shall have been set aside on its books;

                  (ii)     Liens imposed by law, such as carriers',
                           warehousemen's and mechanics' liens and other similar
                           liens arising in the ordinary course of business
                           which secure payment of obligations not more than 60
                           days past due or which are being contested in good
                           faith by appropriate proceedings and for which
                           adequate reserves shall have been set aside on its
                           books;

                  (iii)    Liens arising out of pledges or deposits under
                           worker's compensation laws, unemployment insurance,
                           old age pensions, or other social security or
                           retirement benefits, or similar legislation;

                  (iv)     deposits to secure the performance of bids, trade
                           contracts, leases, statutory obligations, surety and
                           appeal bonds, performance bonds and other obligations
                           of a like nature, in each case in the ordinary course
                           of business;

                  (v)      utility easements, building and zoning restrictions,
                           minor defects or irregularities in title and such
                           other encumbrances or charges against real property
                           as are of a nature generally existing with respect to
                           properties of a similar character and which do not in
                           any material way adversely affect the marketability
                           of the same or interfere with the use thereof in the
                           business of the Borrower or its Subsidiaries;

                  (vi)     judgment and attachment liens not giving rise to a
                           Default or liens created by or existing from any
                           litigation or legal proceeding that are being
                           contested in good faith by appropriate proceedings,
                           promptly instituted and diligently conducted, and for
                           which adequate reserves have been made to the extent
                           required by Agreement Accounting Principles in
                           respect of a claim not to exceed $500,000;

                                      -15-
<PAGE>   23

                  (vii)    liens in favor of collecting or payor banks having a
                           right of setoff, revocation, refund or chargeback in
                           favor of collecting or payor banks with respect to
                           money or instruments of the Borrower or any of its
                           Subsidiaries on deposit with or in possession of such
                           bank; and

                  (viii)   customary set off rights and related financial
                           settlement procedures under Rate Hedging Obligations
                           entered into for the purpose of hedging and not for
                           speculation;

provided, that the term "Permitted Liens" shall not include any Lien securing
Indebtedness.

         "Person" means any natural person, corporation, firm, joint venture,
partnership, limited liability company, association, enterprise, trust or other
entity or organization, or any government or political subdivision or any
agency, department or instrumentality thereof.

         "Plan" means an employee pension benefit plan which is covered by Title
IV of ERISA or subject to the minimum funding standards under Section 412 of the
Code as to which the Borrower or any member of the Controlled Group may have any
liability.

         "Pricing Schedule" means the Schedule attached hereto identified as
such.

         "Property" of a Person means any and all property, whether real,
personal, tangible, intangible, or mixed, of such Person, or other assets owned,
leased or operated by such Person.

         "Pro Rata Share" means, with respect to a Lender, a portion equal to a
fraction the numerator of which is such Lender's Commitment and the denominator
of which is the Aggregate Commitment.

         "Purchasers" has the meaning specified in Section 12.3.1.

         "Qualified Stock" means, with respect to any Person, any common stock
of such Person or a Subsidiary of such Person.

         "Rate Hedging Agreement" means an agreement, device or arrangement
entered into with any Lender providing for payments which are related to
fluctuations of interest rates, exchange rates or forward rates, including, but
not limited to, dollar-denominated or cross-currency interest rate exchange
agreements, forward currency exchange agreements, interest rate cap or collar
protection agreements, forward rate currency or interest rate options, puts and
warrants.

         "Rate Hedging Obligation" of a Person means any and all obligations of
such Person, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or


                                      -16-
<PAGE>   24

acquired (including all renewals, extensions and modifications thereof and
substitutions therefor), under (i) any and all Rate Hedging Agreements, and (ii)
any and all cancellations, buy backs, reversals, terminations or assignments of
any Rate Hedging Agreement.

         "Refunded Swing Line Loans" has the meaning specified in Section
2.1.2(ii).

         "Regulations U, T and X" means the corresponding regulation of the
Board of Governors of the Federal Reserve System as from time to time in effect
and any successor or other regulation or official interpretation of said Board
of Governors, and all official rulings and interpretations thereunder or
thereof.

         "Reimbursement Obligations" means, at any time, the aggregate of all
obligations of the Borrower then outstanding under Section 2.19 to reimburse the
Issuer for amounts paid by the Issuer in respect of any one or more drawings
under Facility LCs.

         "Reportable Event" means a reportable event as defined in Section 4043
of ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC has by regulation waived
the requirement of Section 4043(a) of ERISA that it be notified within 30 days
of the occurrence of such event, provided, however, that a failure to meet the
minimum funding standard of Section 412 of the Code and of Section 302 of ERISA
shall be a Reportable Event regardless of the issuance of any such waiver of the
notice requirement in accordance with either Section 4043(a) of ERISA or Section
412(d) of the Code.

         "Reports" has the meaning specified in Section 9.6.

         "Required Lenders" means Lenders in the aggregate having at least 51%
of the Aggregate Commitment or, if the Aggregate Commitment has been terminated,
Lenders in the aggregate holding at least 51% of the aggregate Outstanding
Credit Exposure.

         "Reserve Requirement" means, with respect to an Interest Period, the
maximum aggregate reserve requirement (including all basic, supplemental,
marginal and other reserves) which is imposed under Regulation D on Eurocurrency
liabilities.

         "Revolving Credit Commitment" means, for each Lender, the obligation of
such Lender to make Revolving Credit Loans, other than Swing Line Loans, to
Borrower in an amount not exceeding the amount set forth opposite its signature
below or as set forth in any assignment executed pursuant to Section 12.3.1, as
modified from time to time pursuant to the terms hereof.

         "Revolving Credit Loan" means a loan made under Section 2.1 or 2.2 but
shall not include a participation in a Facility LC.

         "Schedule" refers to a specific schedule to this Agreement, unless
another document is specifically referenced.


                                      -17-
<PAGE>   25

         "Section" means a numbered section of this Agreement, unless another
document is specifically referenced.

         "Secured Obligations" means the Obligations.

         "Shaw EBITDA" means, for any period, EBITDA for the Borrower and its
Subsidiaries, minus EBITDA attributable to the Stone & Webster Assets, plus
Stone & Webster EBITDA. For purposes of calculating the Leverage Ratio only, in
calculation of Shaw EBITDA, (i) for any Acquisition permitted hereunder by
Borrower or a Subsidiary of any Person or assets during a Calculation Period for
which EBITDA is calculated (a) the EBITDA of said Person or assets for the
trailing twelve (12) months immediately preceding the Acquisition shall be
included in the first such calculation with respect to said Person or assets and
(b) in any subsequent calculation, to the extent such Person or asset's EBITDA
is not consolidated with Borrower's under Agreement Accounting Principles for a
full Calculation Period, the actual EBITDA of such Person or assets for the most
recent period prior to the time it was acquired by Borrower or a Subsidiary
shall be added to the EBITDA of Borrower to reach a total of a full Calculation
Period's EBITDA for such Person or assets being a part of the calculation of
Borrower's EBITDA; and (ii) Shaw EBITDA shall be reduced by EBITDA attributable
to any assets sold during the applicable Calculation Period.

         "Single Employer Plan" means a Plan maintained by the Borrower or any
member of the Controlled Group for employees of the Borrower or any member of
the Controlled Group.

         "Standby Facility LC" means Facility LC which is issued as a standby
letter of credit.

         "Stone & Webster" means Stone & Webster, Incorporated, a Delaware
corporation.

         "Stone & Webster Acquisition" means the acquisition of the Stone &
Webster Assets pursuant to the Acquisition Agreement.

         "Stone & Webster Assets" means the assets of Stone & Webster to be
acquired by Borrower or one of its Subsidiaries pursuant to the Acquisition
Agreement.

         "Stone & Webster EBITDA" means EBITDA attributable to the Stone &
Webster Assets and the Subsidiary or Subsidiaries of Borrower that own the Stone
& Webster Assets after the Stone & Webster Acquisition. For any Calculation
Period that ends prior to the date that is four (4) full calendar quarters
following the Stone & Webster Acquisition, such EBITDA shall be calculated by
annualizing such EBITDA for the period beginning with the Stone & Webster
Acquisition and ending at the end of such Calculation Period. For purposes of
calculating the Leverage Ratio only, Stone & Webster EBITDA shall be reduced by
EBITDA attributable to any Stone & Webster Assets sold during the applicable
Calculation Period.

         "Subordination Agreement" means the Intercompany Subordination among
the Borrower, all Foreign Subsidiaries and Domestic Subsidiaries and the Agent
dated as of the Closing Date.


                                      -18-
<PAGE>   26


         "Subsidiary" of a Person means (i) any corporation more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its Subsidiaries or by such Person and one or more of its Subsidiaries, or
(ii) any partnership, limited liability company, association, joint venture or
similar business organization more than 50% of the ownership interests having
ordinary voting power of which shall at the time be so owned or controlled.
Unless otherwise expressly provided, all references herein to a "Subsidiary"
shall mean a Subsidiary of the Borrower.

         "Substantial Portion" means, with respect to the Property of the
Borrower and its Subsidiaries, Property which (i) represents more than 10% of
the consolidated assets of the Borrower and its Subsidiaries as would be shown
in the consolidated financial statements of the Borrower and its Subsidiaries as
at the beginning of the twelve-month period ending with the month in which such
determination is made, or (ii) is responsible for more than 10% of the
consolidated net sales or of the consolidated net income of the Borrower and its
Subsidiaries as reflected in the financial statements referred to in clause (i)
above.

         "Swing Line Commitment" means the Swing Line Lender's obligation to
make Swing Line Loans pursuant to Section 2.1.2.

         "Swing Line Lender" means Bank One in its capacity as provider of the
Swing Line Loans.

         "Swing Line Loan" or "Swing Line Loans" has the meaning specified in
Section 2.1.2.

         "Taxes" means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings, and any and all liabilities with
respect to the foregoing, but excluding Excluded Taxes.

         "Transferee" has the meaning specified in Section 12.4.

         "Type" means, with respect to any Advance, its nature as a Floating
Rate Advance or a Eurodollar Advance.

         "Unfunded Liabilities" means the amount (if any) by which the present
value of all vested and unvested accrued benefits under all Single Employer
Plans exceeds the fair market value of all such Plan assets allocable to such
benefits, all determined as of the then most recent valuation date for such
Plans using PBGC actuarial assumptions for single employer plan terminations.

         "Unmatured Default" means an event which but for the lapse of time or
the giving of notice, or both, would constitute a Default.

         "Wholly-Owned Subsidiary" of a Person means (i) any Subsidiary all of
the outstanding voting securities of which shall at the time be owned or
controlled, directly or indirectly, by such Person or one or more Wholly-Owned
Subsidiaries of such Person, or by such Person and one or more Wholly-Owned
Subsidiaries of such Person, or (ii) any partnership, limited liability company,


                                      -19-
<PAGE>   27


association, joint venture or similar business organization 100% of the
ownership interests having ordinary voting power of which shall at the time be
so owned or controlled.

         The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms.


                                   ARTICLE II

                                   THE CREDITS

         2.1. Commitments.

                  2.1.1. Loan Commitment. (A) From and including the Effective
         Date and prior to the Facility Termination Date, each Lender severally
         agrees, on the terms and conditions set forth in this Agreement, to (a)
         make Loans to the Borrower and (b) participate in Facility LCs issued
         upon the request of the Borrower, provided that, after giving effect to
         the making of each such Loan and the issuance of each such Facility LC,
         (i) such Lender's Outstanding Credit Exposure shall not exceed the sum
         of its Revolving Credit Commitment and its Facility LC Commitment; (ii)
         the total Facility LCs outstanding shall not exceed the Aggregate
         Facility LC Commitment; (iii) the total Revolving Credit Loan
         outstanding shall not exceed the Aggregate Revolving Credit Commitment;
         and (iv) the Aggregate Outstanding Credit Exposure shall not exceed the
         Aggregate Commitment. Subject to the terms of this Agreement, the
         Borrower may borrow, repay and reborrow at any time prior to the
         Facility Termination Date. All Commitments shall expire on the Facility
         Termination Date. The Issuer will issue Facility LCs hereunder on the
         terms and conditions set forth in Section 2.19.

                  (B) The Borrower may, at its option and subject to the
         conditions described in this Section, increase the Aggregate Commitment
         one time by increasing the Aggregate Revolving Credit Commitment to an
         amount equal to the sum of the Aggregate Revolving Credit Commitment on
         the date immediately preceding the date on which the increase occurs
         plus One Hundred Million Dollars ($100,000,000), or such lesser amount
         as the Borrower may specify in the Commitment Increase Notice. Borrower
         may exercise its option to so increase the Aggregate Revolving Credit
         Commitment only if the following conditions are satisfied:

                  (i)      no Default or Unmatured Default exists hereunder, and
                           the Borrower shall have delivered a certificate to
                           Agent from an officer of Borrower stating that no
                           Default or Unmatured Default exists;

                  (ii)     the representations and warranties of the Borrower
                           contained in Article V shall be true and correct
                           except to the extent any such representation or
                           warranty is stated to relate solely to an earlier
                           date, in which case such representation or warranty
                           shall have been true and correct on such earlier
                           date;


                                      -20-
<PAGE>   28


                  (iii)    the Guarantors shall have consented to such increase
                           in writing; and

                  (iv)     the Borrower shall execute new Notes evidencing the
                           increased Commitments of the Lenders, at the Lenders'
                           request.

Notwithstanding the foregoing, after giving effect to this Section, (i) the
Aggregate Commitment will not exceed $400,000,000, (ii) the Aggregate Revolving
Credit Commitment will not exceed $300,000.000, and (iii) the terms and
conditions hereof shall remain substantially the same as on the Effective Date.
Further, none of the Lenders are obligated to increase their Commitments to
comply with this Section, and no Lender's Commitment will be increased without
written consent from such Lender.

                  2.1.2. Swing Line Commitment. (i) Subject to the terms and
         conditions hereof, the Swing Line Lender agrees at any time and from
         time to time on and after the Effective Date and prior to the Facility
         Termination Date, to make Swing Line loans (each a "Swing Line Loan"
         and collectively, the "Swing Line Loans") to the Borrower in an
         aggregate principal amount at any one time outstanding not to exceed
         $10,000,000, which Swing Line Loans (x) shall be made and maintained
         pursuant to one or more Advances comprised of Floating Rate Advances
         and which shall not be entitled to be converted into Eurodollar
         Advances, (y) shall be made in the minimum amount of $100,000 (or if
         less, in the aggregate amount of the remaining unused portion of the
         Aggregate Revolving Credit Commitment), and (z) may be repaid and, so
         long as no Default or Unmatured Default exists hereunder, reborrowed,
         at the option of the Borrower, in accordance with the provisions
         hereof. Swing Line Loans shall constitute "Loans" for all purposes
         hereunder, except they shall be held by the Swing Line Lender (subject
         to sub-clause (ii) below) and, only for purposes of calculating the
         commitment fee under Section 2.5, shall not be considered a utilization
         of the Commitment of any Lender hereunder. Notwithstanding the
         foregoing, the Aggregate Outstanding Credit Exposure shall not exceed
         the Aggregate Commitment.

                           (ii) If any Swing Line Loan is not repaid when due,
         the Swing Line Lender shall give notice to the Agent to request each
         Lender, including the Swing Line Lender, to make a Loan as a Floating
         Rate Advance in an amount equal to the product of such Lender's Pro
         Rata Share times the outstanding principal balance of such Swing Line
         Loan (the "Refunded Swing Line Loan") outstanding on the date such
         notice is given; provided that the provision of this subsection shall
         not affect the obligation of the Borrower to prepay Swing Line Loans in
         accordance with Section 2.2. Unless the Commitments shall have expired
         or terminated, each Lender shall make the proceeds of such Loan
         available to the Agent for the account of the Swing Line Lender on the
         next Business Day following such request, in immediately available
         funds. The proceeds of such Loans shall be immediately applied to repay
         the Refunded Swing Line Loan.

                                      -21-
<PAGE>   29

                           (iii) At any time before or after a Default or
         Unmatured Default, if the Commitments shall have expired or be
         terminated while any Swing Line Loan is outstanding, each Lender, at
         the sole option of the Swing Line Lender shall either (A)
         notwithstanding the expiration or termination of the Commitments, make
         a Loan as a Floating Rate Advance, which such Loan shall be deemed a
         "Loan" for all purposes of this Agreement and the other Loan Documents,
         or (B) be deemed, without further action by any Person, to have
         purchased from the Swing Line Lender a participation in such Swing Line
         Loan, in either case in an amount equal to the product of such Lender's
         Pro Rata Share times the outstanding principal balance of such Swing
         Line Loan. The Agent shall notify each such Lender of the amount of
         such Loan or participation, and such Lender will transfer to the Agent
         for the account of the Swing Line Lender on the next Business Day
         following such notice, in immediately available funds, the amount of
         such Loan or participation.

                           (iv) If any such Lender shall not have so made its
         Loan or its percentage participation available to the Agent pursuant to
         this Section 2.1.2, such Lender agrees to pay interest thereon for each
         day from such date until the date such amount is paid at the lesser of
         (x) the Federal Funds Effective Rate for such day for the first three
         days and thereafter the interest rate applicable to the Loan, and (y)
         the Highest Lawful Rate. Whenever, at any time after the Agent has
         received from any Lender such Lender's Loan or participating interest
         in a Swing Line Loan, the Agent receives any payment on account
         thereof, the Agent will pay to such Lender its participating interest
         in such amount (appropriately adjusted, in the case of interest
         payments, to reflect the period of time during which such Lender's Loan
         or participating interest was outstanding and funded), which payment
         shall be subject to repayment by such Lender if such payment received
         by the Agent is required to be returned. Each Revolving Credit Lender's
         obligation to make the Loans or purchase such participating interests
         pursuant to this Section 2.1.2 shall be absolute and unconditional and
         shall not be affected by any circumstance, including, without
         limitation, (A) any set-off, counterclaim, recoupment, defense or other
         right which such Lender or any other Person may have against the Swing
         Line Lender, the Agent or any other Person for any reason whatsoever;
         (B) the occurrence or continuance of a Default or an Unmatured Default
         or the termination of the Commitments; (C) the occurrence of any
         Material Adverse Effect; (D) any breach of this Agreement by the
         Borrower or any other Lender; or (E) any other circumstance, happening
         or event whatsoever, whether or not similar to any of the foregoing.
         Each Swing Line Loan, once so participated by any Lender, shall cease
         to be a Swing Line Loan with respect to that amount for purposes of
         this Agreement, but shall continue to be a Loan.

         2.2. Required Payments, Termination. The Borrower shall make the
following mandatory payments:

         (i)      The Aggregate Outstanding Credit Exposure and all other unpaid
                  Obligations shall be paid in full by the Borrower on the
                  Facility Termination Date;

         (ii)     Each Swing Line Loan shall be paid in full on the fifth
                  Business Day from the date such Swing Line Loan was made by
                  the Swing Line Lender;


                                      -22-
<PAGE>   30

         (iii)    Notwithstanding anything to the contrary contained in this
                  Agreement or in any other Loan Document, the Aggregate
                  Outstanding Credit Exposure shall not exceed the Aggregate
                  Commitment. The Lenders shall never be required to make any
                  Advance or issue or participate in any Facility LC, and the
                  Swing Line Lender shall never be required to make any Swing
                  Line Loan, that would cause the Aggregate Outstanding Credit
                  Exposure to exceed the Aggregate Commitment, and no Lender
                  shall be required to make any Advance or issue or participate
                  in any Facility LC that would cause such Lender's Outstanding
                  Credit Exposure to exceed its individual, total Commitment. If
                  the Aggregate Outstanding Credit Exposure exceeds the
                  Aggregate Commitment, the Borrower shall immediately repay the
                  principal of the Revolving Credit Loans in an amount equal to
                  such excess. If after giving effect to any such principal
                  repayment there shall be in existence a Collateral Shortfall
                  Amount, Borrower shall immediately pay to the Agent such
                  Collateral Shortfall Amount in immediately available funds,
                  which funds shall be held in the Facility LC Collateral
                  Shortfall Account.

         (iv)     Upon the sale of any other asset, including stock in any of
                  Borrower's Subsidiaries allowed under Section 6.13, for
                  $5,000,000 or more in cash proceeds, the entire amount of the
                  net cash proceeds resulting therefrom shall be applied to
                  reduce the outstanding principal balance under the Revolving
                  Credit Loans, and the Aggregate Revolving Credit Commitment
                  and the Aggregate Commitment shall both be automatically and
                  permanently reduced by such amount and the Revolving Credit
                  Commitment of each Lender shall automatically reduce by its
                  Pro Rata Share thereof, provided if, at the time of such sale,
                  the Leverage Ratio, after giving effect to such sale and
                  paydown, is less than 2.5 to 1.0, there shall be no such
                  reduction of the Aggregate Commitment or the Aggregate
                  Revolving Credit Commitment. Any non-cash proceeds received
                  from such sale shall be pledged as additional Collateral.

         2.3. Ratable Loans. Each Advance hereunder, other than Advance of Swing
Line Loans, shall consist of Loans made from the several Lenders ratably
according to their Pro Rata Shares.

         2.4. Types of Advances. The Advances (other than Advances made in
respect of a Swing Line Loan which must be Floating Rate Advances) may be
Floating Rate Advances or Eurodollar Advances, or a combination thereof,
selected by the Borrower in accordance with Sections 2.8 and 2.9.

         2.5. Commitment Fee, Reductions in Aggregate Commitment. (i) The
Borrower agrees to pay to the Agent for the account of each Lender according to
its Pro Rata Share a commitment fee at a per annum rate equal to the Applicable
Fee Rate on the average daily Available Aggregate Commitment from the Closing
Date to and including the Facility Termination Date, payable in arrears on each
Payment Date hereafter and on the Facility Termination Date. The Borrower may
permanently reduce the Aggregate Commitment in whole, or in part by reducing
either the Aggregate


                                      -23-
<PAGE>   31


Revolving Credit Commitment or the Aggregate Facility LC Commitment ratably
among the Lenders in integral multiples of $10,000,000, upon at least three
Business Day's written notice to the Agent, which notice shall specify the
amount of any such reduction and which of the Aggregate Revolving Credit
Commitment or the Aggregate Facility LC Commitment is being reduced, provided,
however, that (i) the amount of the Aggregate Commitment may not be reduced
below the Aggregate Outstanding Credit Exposure; (ii) the amount of the
Aggregate Revolving Credit Commitment shall not be reduced below the amount of
outstanding Revolving Credit Loans, and, (iii) the Aggregate Facility LC
Agreement shall not be reduced below the amount of the LC Obligations. All
accrued commitment fees shall be payable on the effective date of any
termination of the obligations of the Lenders to make Credit Extensions
hereunder.

                  (ii) The Aggregate Commitment, the Aggregate Revolving Credit
Commitment, and the corresponding Commitments of each Lender shall be
automatically and permanently reduced to the extent and in the manner set forth
in Sections 2.2(iv).

         2.6. Minimum Amount of Each Advance. Each Eurodollar Advance shall be
in the minimum amount of $10,000,000 (and in multiples of $500,000 if in excess
thereof), and each Floating Rate Advance other than those constituting Swing
Line Loans, shall be in the minimum amount of $5,000,000 (and in multiples of
$500,000 if in excess thereof), provided, however, that any Floating Rate
Advance may be in the amount of the remaining unused portion of the Aggregate
Revolving Credit Commitment.

         2.7. Optional Principal Payments. The Borrower may from time to time
pay or prepay, without penalty or premium, all outstanding Floating Rate
Advances, or, in a minimum aggregate amount of $1,000,000 or any integral
multiple of $100,000 in excess thereof, any portion of the outstanding Floating
Rate Advances upon one Business Day's prior notice to the Agent. The Borrower
may from time to time pay or prepay, subject to the payment of any funding
indemnification amounts required by Section 3.4 but without penalty or premium,
all outstanding Eurodollar Advances, or, in a minimum aggregate amount of
$5,000,000 or any integral multiple of $1,000,000 in excess thereof, any portion
of the outstanding Eurodollar Advances upon three Business Days' prior notice to
the Agent.

         2.8. Method of Selecting Types and Interest Periods for New Advances.

                  2.8.1 Loans. The Borrower shall select the Type of Advance
         and, in the case of each Eurodollar Advance, the Interest Period
         applicable thereto from time to time. The Borrower shall give the Agent
         irrevocable notice (a "Borrowing Notice") not later than 11:00 a.m.
         Chicago time on the Borrowing Date of each Floating Rate Advance and
         three Business Days before the Borrowing Date for each Eurodollar
         Advance, specifying:

                  (i)      the Borrowing Date, which shall be a Business Day, of
                           such Advance,

                  (ii)     the aggregate amount of such Advance,


                                      -24-
<PAGE>   32


                  (iii)    the Type of Advance selected, and

                  (iv)     in the case of each Eurodollar Advance, the Interest
                           Period applicable thereto.

         The Agent shall promptly notify each Lender of the receipt of a
         Borrowing Notice. Not later than 2:00 p.m. Chicago time on each
         Borrowing Date, each Lender shall make available its Loan or Loans in
         funds immediately available in Chicago to the Agent at its address
         specified pursuant to Article XIII. The Agent will make the funds so
         received from the Lenders available to the Borrower at the Agent's
         aforesaid address. The Borrower shall be entitled to have a maximum of
         five separate Eurodollar Advances hereunder for all Loans outstanding
         at any one time.

                  2.8.2 Swing Line Loans. Whenever the Borrower requires an
         Advance under the Swing Line Loans, it shall give written notice
         thereof (or telephonic notice promptly confirmed in writing) to the
         Swing Line Lender not later than 11:00 a.m. Chicago, Illinois time on
         the date of such Advance. Each notice shall be irrevocable and shall
         specify the aggregate principal amount of such Advance and the
         Borrowing Date of such Advance (which shall be a Business Day). No
         later than 2:00 p.m. Chicago, Illinois time on the requested Date, the
         Swing Line Lender shall make available to the Borrower in immediately
         available funds the amount of such Advance at the Borrower's general
         deposit account maintained with the Swing Line Bank, or as otherwise
         directed by the Borrower.

         2.9. Conversion and Continuation of Outstanding Advances. Floating Rate
Advances shall continue as Floating Rate Advances unless and until such Floating
Rate Advances are converted into Eurodollar Advances pursuant to this Section
2.9 or are repaid in accordance with Sections 2.2 or 2.7. Each Eurodollar
Advance shall continue as a Eurodollar Advance until the end of the then
applicable Interest Period therefor, at which time such Eurodollar Advance shall
be automatically converted into a Floating Rate Advance unless (x) such
Eurodollar Advance is or was repaid in accordance with Section 2.7 or (y) the
Borrower shall have given the Agent a Conversion/Continuation Notice (as defined
below) requesting that, at the end of such Interest Period, such Eurodollar
Advance continue as a Eurodollar Advance for the same or another Interest
Period. Subject to the terms of Section 2.6, the Borrower may elect from time to
time to convert all or any part of a Floating Rate Advance into a Eurodollar
Advance. The Borrower shall give the Agent irrevocable notice (a
"Conversion/Continuation Notice") of each conversion of a Floating Rate Advance
into a Eurodollar Advance or continuation of a Eurodollar Advance not later than
10:00 a.m. Chicago time at least three Business Days prior to the date of the
requested conversion or continuation, specifying:

         (i)      the requested date, which shall be a Business Day, of such
                  conversion or continuation,

         (ii)     the aggregate amount and Type of the Advance which is to be
                  converted or continued, and


                                      -25-
<PAGE>   33


         (iii)    the amount of such Advance which is to be converted into or
                  continued as a Eurodollar Advance and the duration of the
                  Interest Period applicable thereto.

Advances under the Swing Line Loan shall at all times remain Floating Rate
Advances, and may not be converted into Eurodollar Advances.

         2.10. Change in Interest Rate, etc. Each Floating Rate Advance shall
bear interest on the outstanding principal amount thereof, for each day from and
including the date such Advance is made or is automatically converted from a
Eurodollar Advance into a Floating Rate Advance pursuant to Section 2.9, to but
excluding the date it is paid or is converted into a Eurodollar Advance (and on
which date, if a conversion has occurred, the Eurodollar Rate is charged), at a
rate per annum equal to the Floating Rate for such day. Changes in the rate of
interest on that portion of any Advance maintained as a Floating Rate Advance
will take effect simultaneously with each change in the Alternate Base Rate or
Applicable Margin, as applicable. Each Eurodollar Advance shall bear interest on
the outstanding principal amount thereof from and including the first day of the
Interest Period applicable thereto to the last day of such Interest Period at
the interest rate determined by the Agent as applicable to such Eurodollar
Advance based upon the Borrower's selections under Sections 2.8 and 2.9 and
otherwise in accordance with the terms hereof. Changes in the rate of interest
on that portion of any Advance maintained as a Eurodollar Advance will take
effect simultaneously with each change in the Applicable Margin regardless of
whether such date falls during an existing Interest Period. No Interest Period
may end after the Facility Termination Date.

         2.11. Rates Applicable After Default. Notwithstanding anything to the
contrary contained in Section 2.8 or 2.9, during the continuance of a Default or
Unmatured Default the Required Lenders may, at their option, by notice to the
Borrower (which notice may be revoked at the option of the Required Lenders
notwithstanding any provision of Section 8.2 requiring unanimous consent of the
Lenders to changes in interest rates), declare that no Advance may be made as,
converted into or continued as a Eurodollar Advance. During the continuance of a
Default the Required Lenders may, at their option, by notice to the Borrower
(which notice may be revoked at the option of the Required Lenders
notwithstanding any provision of Section 8.2 requiring unanimous consent of the
Lenders to changes in interest rates), declare that (i) each Eurodollar Advance
shall bear interest for the remainder of the applicable Interest Period at the
lesser of (x) the Eurodollar Rate calculated by adding the Applicable Margin for
Level VI (as set forth on the Pricing Schedule) plus 2% per annum and (y) the
Highest Lawful Rate, (ii) each Floating Rate Advance shall bear interest at a
rate per annum equal to the lesser of (x) the Floating Rate calculated by adding
the Applicable Margin for Level VI plus 2% per annum and (y) the Highest Lawful
Rate and (iii) the LC Fee shall be calculated by using the Applicable Margin for
Level VI increased by 2% per annum, provided that, during the continuance of a
Default under Section 7.6 or 7.7, the interest rates set forth in clauses (i)
and (ii) above and the increase in the LC Fee set forth in clause (iii) above
shall be applicable to all Credit Extensions without any election or action on
the part of the Agent or any Lender.

         2.12. Method of Payment. All payments of the Obligations hereunder
shall be made, without setoff, deduction, or counterclaim, in immediately
available funds to the Agent at the following address: Bank One, NA, One Banc
One Plaza, 11th Floor, Chicago, Illinois 60670 (or by


                                      -26-
<PAGE>   34


wire transfer to the Agent in accordance with Agent's written instructions), or
at any other Lending Installation of the Agent specified in writing by the Agent
to the Borrower, by noon (local time) on the date when due and shall (except in
the case of Reimbursement Obligations for which the Issuer has not been fully
indemnified by the Lenders, or as otherwise specifically required hereunder) be
applied ratably by the Agent among the Lenders. Each payment delivered to the
Agent for the account of any Lender shall be delivered promptly by the Agent to
such Lender in the same type of funds that the Agent received at its address
specified pursuant to Article XIII or at any Lending Installation specified in a
notice received by the Agent from such Lender. The Agent is hereby authorized to
charge the account of the Borrower maintained with Bank One for each payment of
principal, interest, Reimbursement Obligations and fees as it becomes due
hereunder. Each reference to the Agent in this Section 2.12 shall also be deemed
to refer, and shall apply equally, to the Issuer, in the case of payments
required to be made by the Borrower to the Issuer pursuant to Section 2.19.6.

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

         (ii)     The Agent shall also maintain accounts in which it will record
                  (a) the amount of each Loan made hereunder, the Type thereof
                  and the Interest Period with respect thereto, (b) the amount
                  of any principal or interest due and payable or to become due
                  and payable from the Borrower to each Lender hereunder, (c)
                  the original stated amount of each Facility LC and the amount
                  of LC Obligations outstanding at any time, and (d) the amount
                  of any sum received by the Agent hereunder from the Borrower
                  and each Lender's share thereof.

         (iii)    The entries maintained in the accounts maintained pursuant to
                  paragraphs (i) and (ii) above shall be prima facie evidence of
                  the existence and amounts of the Obligations therein recorded,
                  provided, however, that the failure of the Agent or any Lender
                  to maintain such accounts or any error therein shall not in
                  any manner affect the obligation of the Borrower to repay the
                  Obligations in accordance with their terms.

         (iv)     Any Lender may request that its Loans be evidenced by a
                  promissory note (a "Note"). In such event, the Borrower shall
                  prepare, execute and deliver to such Lender a Note payable to
                  the order of such Lender in the form of Exhibit 2.13(iv)
                  attached hereto. Thereafter, the Loans evidenced by such Note
                  and interest thereon shall at all times (including after any
                  assignment pursuant to Section 12.3) be represented by one or
                  more Notes payable to the order of the payee named therein or
                  any assignee pursuant to Section ------- 12.3, except to the
                  extent that any such Lender or assignee subsequently returns
                  any such Note for cancellation and requests that such Loans
                  once again be evidenced as described in paragraphs (i) and
                  (ii) above.


                                      -27-
<PAGE>   35


         2.14. Telephonic Notices. The Borrower hereby authorizes the Lenders
and the Agent to extend, convert or continue Advances, effect selections of
Types of Advances and to transfer funds based on telephonic notices made by any
person or persons the Agent or any Lender in good faith believes to be acting on
behalf of the Borrower, it being understood that the foregoing authorization is
specifically intended to allow Borrowing Notices and Conversion/Continuation
Notices to be given telephonically. The Borrower agrees to deliver promptly to
the Agent a written confirmation, if such confirmation is requested by the Agent
or any Lender, of each telephonic notice signed by an Authorized Officer. If the
written confirmation differs in any material respect from the action taken by
the Agent and the Lenders, the records of the Agent and the Lenders shall govern
absent manifest error.

         2.15. Interest Payment Dates, Interest and Fee Basis. Interest accrued
on each Floating Rate Advance shall be payable on the last day of each calendar
month, commencing with the first such date to occur after the Closing Date, on
any date on which the Floating Rate Advance is prepaid, whether due to
acceleration or otherwise, and at maturity. Interest accrued on that portion of
the outstanding principal amount of any Floating Rate Advance converted into a
Eurodollar Advance on a day other than the last day of any calendar month shall
be payable on the date of conversion. Interest accrued on each Eurodollar
Advance shall be payable on the last day of its applicable Interest Period, on
any date on which the Eurodollar Advance is prepaid, whether by acceleration or
otherwise, and at maturity. Interest accrued on each Eurodollar Advance having
an Interest Period longer than three months shall also be payable on the last
day of each three-month interval during such Interest Period. Interest on
Floating Rate Advances shall be calculated for actual days elapsed on the basis
of a 365/366-day year. Interest on Eurodollar Advances, commitment fees and LC
Fees shall be calculated for actual days elapsed on the basis of a 360-day year.
Interest shall be payable for the day an Advance is made but not for the day of
any payment on the amount paid if payment is received prior to noon (local time)
at the place of payment. If any payment of principal of or interest on an
Advance shall become due on a day which is not a Business Day, such payment
shall be made on the next succeeding Business Day and, in the case of a
principal payment, such extension of time shall be included in computing
interest in connection with such payment. Notwithstanding the foregoing, the
Borrower will pay to the Agent, for the account of each Lender, interest at the
applicable rate in accordance with Section 2.11.

         2.16. Notification of Advances, Interest Rates, Prepayments and
Commitment Reductions. Promptly after receipt thereof, the Agent will notify
each Lender of the contents of each Aggregate Commitment reduction notice,
Borrowing Notice, Conversion/Continuation Notice, and repayment notice received
by it hereunder. Promptly after notice from the Issuer, the Agent will notify
each Lender of the contents of each request for issuance of a Facility LC
hereunder. The Agent will notify each Lender of the interest rate applicable to
each Eurodollar Advance promptly upon determination of such interest rate and
will give each Lender prompt notice of each change in the Alternate Base Rate.

         2.17. Lending Installations. Each Lender may book its Loans and its
participation in any LC Obligations and the Issuer may book the Facility LCs at
any Lending Installation selected by such Lender or the Issuer, as the case may
be, and may change its Lending Installation from time to time.


                                      -28-
<PAGE>   36

All terms of this Agreement shall apply to any such Lending Installation and the
Loans, Facility LCs, participations in LC Obligations and any Notes issued
hereunder shall be deemed held by each Lender or the Issuer, as the case may be,
for the benefit of any such Lending Installation. Each Lender and the Issuer
may, by written notice to the Agent and the Borrower in accordance with Article
XIII, designate replacement or additional Lending Installations through which
Loans will be made by it or Facility LCs will be issued by it and for whose
account Loan payments or payments with respect to Facility LCs are to be made.

         2.18. Non-Receipt of Funds by the Agent. Unless the Borrower or a
Lender, as the case may be, notifies the Agent prior to the date on which it is
scheduled to make payment to the Agent of (i) in the case of a Lender, the
proceeds of a Loan or (ii) in the case of the Borrower, a payment of principal,
interest or fees to the Agent for the account of the Lenders, that it does not
intend to make such payment, the Agent may assume that such payment has been
made. The Agent may, but shall not be obligated to, make the amount of such
payment available to the intended recipient in reliance upon such assumption. If
such Lender or the Borrower, as the case may be, has not in fact made such
payment to the Agent, the recipient of such payment shall, on demand by the
Agent, repay to the Agent the amount so made available together with interest
thereon in respect of each day during the period commencing on the date such
amount was so made available by the Agent until the date the Agent recovers such
amount at a rate per annum equal to (x) in the case of payment by a Lender, the
Federal Funds Effective Rate for such day for the first three days and,
thereafter, the interest rate applicable to the relevant Loan or (y) in the case
of payment by the Borrower, the interest rate applicable to the relevant Loan.

         2.19. Facility LCs.

                  2.19.1. Issuance. The Issuer hereby agrees, on the terms and
         conditions set forth in this Agreement, to issue commercial and standby
         (both payment and performance) letters of credit (each, a "Facility
         LC") and to renew, extend, increase, decrease or otherwise modify each
         Facility LC ("Modify,"and each such action a "Modification"), from time
         to time from and including the Effective Date and prior to the Facility
         Termination Date upon the request of the Borrower; provided that
         immediately after each such Facility LC is issued or Modified, (i) the
         aggregate amount of the outstanding LC Obligations shall not exceed the
         Aggregate Facility LC Commitment and (ii) the Aggregate Outstanding
         Credit Exposure shall not exceed the Aggregate Commitment. No Facility
         LC issued on or after the initial Credit Extension Date shall have an
         expiry date later than the earlier of (x) the fifth Business Day prior
         to the Facility Termination Date and (y) one year after its issuance;
         provided that any Facility LC may provide for the renewal thereof for
         additional one-year periods (which shall in no event extend beyond the
         fifth Business Day prior to the Facility Termination Date).

                  2.19.2. Participations. Upon the issuance or Modification by
         the Issuer of a Facility LC in accordance with this Section 2.19, the
         Issuer shall be deemed, without further action by any party hereto, to
         have unconditionally and irrevocably sold to each Lender, and each
         Lender shall be deemed, without further action by any party hereto, to
         have unconditionally


                                      -29-
<PAGE>   37


         and irrevocably purchased from the Issuer, a participation in such
         Facility LC (and each Modification thereof and the related LC
         Obligations in proportion to its Pro Rata Share).

                  2.19.3. Notice. Subject to Section 2.19.1, the Borrower shall
         give the Issuer notice prior to 10:00 a.m. (Chicago time) at least five
         Business Days prior to the proposed date of issuance or Modification of
         each Facility LC, specifying the beneficiary, the proposed date of
         issuance (or Modification) and the expiry date of such Facility LC, and
         describing the proposed terms of such Facility LC and the nature of the
         transactions proposed to be supported thereby, including whether such
         shall be a Standby Facility LC. Upon receipt of such notice, the Issuer
         shall promptly notify the Agent, and the Agent shall promptly notify
         each Lender, of the contents thereof and of the amount of such Lender's
         participation in such proposed Facility LC. The issuance or
         Modification by the Issuer of any Facility LC shall, in addition to the
         conditions precedent set forth in Article IV (the satisfaction of which
         the Issuer shall have no duty to ascertain), be subject to the
         conditions precedent that such Facility LC shall be satisfactory to the
         Issuer and that the Borrower shall have executed and delivered such
         application agreement and/or such other instruments and agreements
         relating to such Facility LC as the Issuer shall have reasonably
         requested (each, a "Facility LC Application"). In the event of any
         conflict between the terms of this Agreement and the terms of any
         Facility LC Application, the terms of this Agreement shall control.

                  2.19.4. LC Fees. (a) The Borrower shall pay to the Agent, for
         the account of the Lenders ratably in accordance with their respective
         Pro Rata Shares, a fee on each Standby Facility LC at a per annum rate
         equal to the Applicable Fee Rate in effect from time to time multiplied
         times the face amount of such Standby Facility LC, such fee to be
         payable in arrears on each Payment Date (such fee an "LC Fee"). The
         Borrower shall also pay to the Issuer for its own account (x) at the
         time of issuance of each Standby Facility LC, a fronting fee (the
         "Fronting Fee") equal to .125% per annum multiplied times the amount of
         such Standby Facility LC remaining undrawn, and (y) documentary and
         processing charges in connection with the issuance or Modification of
         and draws under Facility LCs in accordance with the Issuer's standard
         schedule for such charges as in effect from time to time.

                  (b) The Borrower shall pay to the Agent, for the account of
         the Lenders, ratably in accordance with their respective Pro Rata
         Shares, a fee on each Commercial Facility LC, such fees to be the usual
         and customary fees charged by Issuer.

                  2.19.5. Administration, Reimbursement by Lenders. Upon receipt
         from the beneficiary of any Facility LC of any demand for payment under
         such Facility LC, the Issuer shall notify the Agent and the Agent shall
         promptly notify the Borrower and each other Lender as to the amount to
         be paid by the Issuer as a result of such demand and the proposed
         payment date (the "LC Payment Date"). The responsibility of the Issuer
         to the Borrower and each Lender shall be only to determine that the
         documents (including each demand for payment) delivered under each
         Facility LC in connection with such presentment shall be in conformity
         in all material respects with such Facility LC. The Issuer shall
         endeavor to exercise the same care in the issuance and administration
         of the Facility LCs as it does with


                                      -30-
<PAGE>   38


         respect to letters of credit in which no participations are granted, it
         being understood that in the absence of any gross negligence or willful
         misconduct by the Issuer, each Lender shall be unconditionally and
         irrevocably liable without regard to the occurrence of any Default or
         any condition precedent whatsoever, to reimburse the Issuer on demand
         for (i) such Lender's Pro Rata Share of the amount of each payment made
         by the Issuer under each Facility LC to the extent such amount is not
         reimbursed by the Borrower pursuant to Section 2.19.6 below, plus (ii)
         interest on the foregoing amount to be reimbursed by such Lender, for
         each day from the date of the Issuer's demand for such reimbursement
         (or, if such demand is made after 11:00 a.m. (Chicago time) on such
         date, from the next succeeding Business Day) to the date on which such
         Lender pays the amount to be reimbursed by it, at a rate of interest
         per annum equal to the Federal Funds Effective Rate for the first three
         days and, thereafter, at a rate of interest equal to the rate
         applicable to Floating Rate Advances.

                  2.19.6. Reimbursement by Borrower. The Borrower shall be
         irrevocably and unconditionally obligated to reimburse the Issuer on or
         before the applicable LC Payment Date for any amounts to be paid by the
         Issuer upon any drawing under any Facility LC, without presentment,
         demand, protest or other formalities of any kind; provided that neither
         the Borrower nor any Lender shall hereby be precluded from asserting
         any claim for direct (but not consequential) damages suffered by the
         Borrower or such Lender to the extent, but only to the extent, caused
         by (i) the willful misconduct or gross negligence of the Issuer in
         determining whether a request presented under any Facility LC issued by
         it complied with the terms of such Facility LC or (ii) the Issuer's
         failure to pay under any Facility LC issued by it after the
         presentation to it of a request strictly complying with the terms and
         conditions of such Facility LC. All Reimbursement Obligations shall
         bear interest, payable on demand, for each day until paid at a rate per
         annum equal to (x) the rate applicable to Floating Rate Advances for
         such day if such day falls on or before the applicable LC Payment Date
         and (y) the sum of 2% plus the rate applicable to Floating Rate
         Advances for such day if such day falls after such LC Payment Date. The
         Issuer will pay to each Lender ratably in accordance with its Pro Rata
         Share all amounts received by it from the Borrower for application in
         payment, in whole or in part, of the Reimbursement Obligation in
         respect of any Facility LC issued by the Issuer, but only to the extent
         such Lender has made payment to the Issuer in respect of such Facility
         LC pursuant to Section 2.19.5. Subject to the terms and conditions of
         this Agreement (including without limitation the submission of a
         Borrowing Notice in compliance with Section 2.8 and the satisfaction of
         the applicable conditions precedent set forth in Article IV), the
         Borrower may request an Advance hereunder for the purpose of satisfying
         any Reimbursement Obligation.

                  2.19.7. Obligations Absolute. The Borrower's obligations under
         this Section 2.19 shall be absolute and unconditional under any and all
         circumstances and irrespective of any setoff, counterclaim or defense
         to payment which the Borrower may have or have had against the Issuer,
         any Lender or any beneficiary of a Facility LC. The Borrower further
         agrees with the Issuer and the Lenders that the Issuer and the Lenders
         shall not be responsible for, and the Borrower's Reimbursement
         Obligation in respect of any Facility LC shall not be affected by,
         among other things, the validity or genuineness of documents or of any
         endorsements


                                      -31-
<PAGE>   39


         thereon, even if such documents should in fact prove to be in any or
         all respects invalid, fraudulent or forged, or any dispute between or
         among the Borrower, any of its Affiliates, the beneficiary of any
         Facility LC or any financing institution or other party to whom any
         Facility LC may be transferred or any claims or defenses whatsoever of
         the Borrower or of any of its Affiliates against the beneficiary of any
         Facility LC or any such transferee. The Issuer shall not be liable for
         any error, omission, interruption or delay in transmission, dispatch or
         delivery of any message or advice, however transmitted, in connection
         with any Facility LC. The Borrower agrees that any action taken or
         omitted by the Issuer or any Lender under or in connection with each
         Facility LC and the related drafts and documents, if done without gross
         negligence or willful misconduct, shall be binding upon the Borrower
         and shall not put the Issuer or any Lender under any liability to the
         Borrower. Nothing in this Section 2.19.7 is intended to limit the right
         of the Borrower to make a claim against the Issuer for damages as
         contemplated by the proviso to the first sentence of Section 2.19.6.

                  2.19.8. Actions of Issuer. The Issuer shall be entitled to
         rely, and shall be fully protected in relying, upon any Facility LC,
         draft, writing, resolution, notice, consent, certificate, affidavit,
         letter, cablegram, telegram, telecopy, telex or teletype message,
         statement, order or other document believed by it to be genuine and
         correct and to have been signed, sent or made by the proper Person or
         Persons, and upon advice and statements of legal counsel, independent
         accountants and other experts selected by the Issuer. The Issuer shall
         be fully justified in failing or refusing to take any action under this
         Agreement unless it shall first have received such advice or
         concurrence of the Required Lenders as it reasonably deems appropriate
         or it shall first be indemnified to its reasonable satisfaction by the
         Lenders against any and all liability and expense which may be incurred
         by it by reason of taking or continuing to take any such action.
         Notwithstanding any other provision of this Section 2.19, the Issuer
         shall in all cases be fully protected in acting, or in refraining from
         acting, under this Agreement in accordance with a request of the
         Required Lenders, and such request and any action taken or failure to
         act pursuant thereto shall be binding upon the Lenders and any future
         holders of a participation in any Facility LC.

                  2.19.9. Indemnification. The Borrower hereby agrees to
         indemnify and hold harmless each Lender, the Issuer and the Agent, and
         their respective directors, officers, agents and employees from and
         against any and all claims and damages, losses, liabilities, costs or
         expenses which such Lender, the Issuer or the Agent may incur (or which
         may be claimed against such Lender, the Issuer or the Agent by any
         Person whatsoever) by reason of or in connection with the issuance,
         execution and delivery or transfer of or payment or failure to pay
         under any Facility LC or any actual or proposed use of any Facility LC,
         including, without limitation, any claims, damages, losses,
         liabilities, costs or expenses which the Issuer may incur by reason of
         or in connection with (i) the failure of any other Lender to fulfill or
         comply with its obligations to the Issuer hereunder (but nothing herein
         contained shall affect any rights the Borrower may have against any
         defaulting Lender) or (ii) by reason of or on account of the Issuer
         issuing any Facility LC which specifies that the term "Beneficiary"
         included therein includes any successor by operation of law of the
         named Beneficiary, but which Facility LC does not require that any
         drawing by any such successor Beneficiary be accompanied by a copy of a
         legal document, satisfactory to the Issuer, evidencing the


                                      -32-
<PAGE>   40


         appointment of such successor Beneficiary, provided that the Borrower
         shall not be required to indemnify any Lender, the Issuer or the Agent
         for any claims, damages, losses, liabilities, costs or expenses to the
         extent, but only to the extent, caused by (x) the willful misconduct or
         gross negligence of the Issuer or (y) the Issuer's failure to pay under
         any Facility LC after the presentation to it of a request strictly
         complying with the terms and conditions of such Facility LC. Nothing in
         this Section 2.19.9 is intended to limit the obligations of the
         Borrower under any other provision of this Agreement.

                  2.19.10. Lenders' Indemnification. Each Lender shall, ratably
         in accordance with its Pro Rata Share, indemnify the Issuer, its
         affiliates and their respective directors, officers, agents and
         employees (to the extent not reimbursed by the Borrower) against any
         cost, expense (including reasonable counsel fees and disbursements),
         claim, demand, action, loss or liability (except such as result from
         such indemnitees' gross negligence or willful misconduct or the
         Issuer's failure to pay under any Facility LC after the presentation to
         it of a request strictly complying with the terms and conditions of the
         Facility LC) that such indemnitees may suffer or incur in connection
         with this Section 2.19 or any action taken or omitted by such
         indemnitees hereunder.

                  2.19.11. Facility LC Collateral Account. The Borrower agrees
         that it will, upon the request of the Agent or the Required Lenders and
         until the final expiration date of any Facility LC and thereafter as
         long as any amount is payable to the Issuer or the Lenders in respect
         of any Facility LC, maintain a special collateral account pursuant to
         arrangements satisfactory to the Agent (the "Facility LC Collateral
         Account") at the Agent's office at the address specified pursuant to
         Article XIII, in the name of the Borrower but under the sole dominion
         and control of the Agent, for the benefit of the Lenders and in which
         such Borrower shall have no interest other than as set forth in Section
         8.1. The Borrower hereby pledges, assigns and grants to the Agent, on
         behalf of and for the ratable benefit of the Lenders and the Issuer, a
         security interest in all of the Borrower's right, title and interest in
         and to all funds which may from time to time be on deposit in the
         Facility LC Collateral Account to secure the prompt and complete
         payment and performance of the Obligations. The Agent will invest any
         funds on deposit from time to time in the Facility LC Collateral
         Account in certificates of deposit of Bank One having a maturity not
         exceeding 30 days. Nothing in this Section 2.19.11 shall either
         obligate the Agent to require the Borrower to deposit any funds in the
         Facility LC Collateral Account or limit the right of the Agent to
         release any funds held in the Facility LC Collateral Account in each
         case other than as required by Section 8.1.

                  2.19.12. Rights as a Lender. In its capacity as a Lender, the
         Issuer shall have the same rights and obligations as any other Lender.

         2.20. Replacement of Lender. If the Borrower is required pursuant to
Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any
Lender's obligation to make or continue, or to convert Floating Rate Advances
into, Eurodollar Advances shall be suspended pursuant to Section 3.3 (any Lender
so affected an "Affected Lender"), the Borrower may elect, if such amounts
continue to be charged or such suspension is still effective, to replace such
Affected Lender as a


                                      -33-
<PAGE>   41


Lender party to this Agreement, provided that no Default or Unmatured Default
shall have occurred and be continuing at the time of such replacement, and
provided further that, concurrently with such replacement, (i) another bank or
other entity which is reasonably satisfactory to the Borrower and the Agent
shall agree, as of such date, to purchase for cash the Advances and other
Obligations due to the Affected Lender pursuant to an assignment substantially
in the form of Exhibit 12.3.1 and to become a Lender for all purposes under this
Agreement and to assume all obligations of the Affected Lender to be terminated
as of such date and to comply with the requirements of Section 12.3 applicable
to assignments, and (ii) the Borrower shall pay to such Affected Lender in same
day funds on the day of such replacement all interest, fees and other amounts
then accrued but unpaid to such Affected Lender by the Borrower hereunder to and
including the date of termination, including without limitation payments due to
such Affected Lender under Sections 3.1, 3.2 and 3.5.


                                   ARTICLE III

                             YIELD PROTECTION; TAXES

         3.1. Yield Protection. (a) If any law or any governmental or
quasi-governmental rule, regulation, policy, guideline or directive (whether or
not having the force of law), or any interpretation or administration thereof by
any governmental or quasi-governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Lender or applicable Lending Installation with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency:

         (i)      subjects any Lender or any applicable Lending Installation or
                  the Issuer to any Taxes, or changes the basis of taxation of
                  payments (other than with respect to Excluded Taxes) to any
                  Lender or the Issuer in respect of its Eurodollar Loans,
                  Facility LCs or participations therein, or

         (ii)     imposes or increases or deems applicable any reserve,
                  assessment, insurance charge, special deposit or similar
                  requirement against assets of, deposits with or for the
                  account of, or credit extended by, any Lender or any
                  applicable Lending Installation or the Issuer (other than
                  reserves and assessments taken into account in determining the
                  interest rate applicable to Eurodollar Advances), or

         (iii)    imposes any other condition the result of which is to increase
                  the cost to any Lender or any applicable Lending Installation
                  or the Issuer of making, funding or maintaining its Eurodollar
                  Loans, or of issuing or participating in Facility LCs, or
                  reduces any amount receivable by any Lender or any applicable
                  Lending Installation or the Issuer in connection with its
                  Eurodollar Loans, Facility LCs or participations therein, or
                  requires any Lender or any applicable Lending Installation or
                  the Issuer to make any payment calculated by reference to the
                  amount of Eurodollar Loans, Facility LCs or participations
                  therein held or interest or LC Fees received by it, by an
                  amount deemed material by such Lender or the Issuer as the
                  case may be,


                                      -34-
<PAGE>   42


and the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation or the Issuer, as the case may be, of making or
maintaining its Eurodollar Loans, Commitment or Swing Line Commitment, or of
issuing or participating in Facility LCs or to reduce the return received by
such Lender or applicable Lending Installation or the Issuer, as the case may
be, in connection with such Eurodollar Loans, Commitment, Facility LCs or
participations therein, then, within 3 days of demand by such Lender or the
Issuer, as the case may be, the Borrower shall pay such Lender or the Issuer, as
the case may be, such additional amount or amounts as will compensate such
Lender or the Issuer, as the case may be, for such increased cost or reduction
in amount received. A Lender claiming compensation under this section shall
notify the Borrower in writing of such claim, and shall only be entitled to
compensation under this Section 3.1 for increased costs occurring (i) from and
after the date of such notice until the events giving rise to such claim have
ceased to exist, and (ii) during the one hundred twenty (120) day period
preceding the date the Borrower receives notice from Agent or such Lender
setting forth the described claim for compensation.

         (b) Borrower may, if obligated to make a payment under this Section
3.1, require the Lender(s) collecting such payment to (i) change its Lending
Installation to a different location so as to minimize such payment obligation
or (ii) sell its interests herein to a Lender or other Person reasonably
satisfactory to Agent.

         3.2. Changes in Capital Adequacy Regulations. (a) If a Lender or the
Issuer determines the amount of capital required or expected to be maintained by
such Lender or the Issuer, any Lending Installation of such Lender or the
Issuer, or any corporation controlling such Lender or the Issuer is increased as
a result of a Change, then, within 3 days of demand by such Lender or the
Issuer, the Borrower shall pay such Lender or the Issuer the amount necessary to
compensate for any shortfall in the rate of return on the portion of such
increased capital which such Lender or the Issuer determines is attributable to
this Agreement, its Outstanding Credit Exposure or its Commitment to make Loans
and issue or participate in Facility LCs, as the case may be, hereunder (after
taking into account such Lender's or the Issuer's policies as to capital
adequacy). "Change" means (i) any change after the Closing Date of this
Agreement in the Risk-Based Capital Guidelines or (ii) any adoption of or change
in any other law, governmental or quasi-governmental rule, regulation, policy,
guideline, interpretation, or directive (whether or not having the force of law)
after the Closing Date which affects the amount of capital required or expected
to be maintained by any Lender or the Issuer or any Lending Installation or any
corporation controlling any Lender or the Issuer. "Risk-Based Capital
Guidelines" means (i) the risk-based capital guidelines in effect in the United
States on the Closing Date, including transition rules, and (ii) the
corresponding capital regulations promulgated by regulatory authorities outside
the United States implementing the July 1988 report of the Basle Committee on
Banking Regulation and Supervisory Practices Entitled "International Convergence
of Capital Measurements and Capital Standards," including transition rules, and
any amendments to such regulations adopted prior to the Closing Date. A Lender
claiming compensation under this section shall notify the Borrower in writing of
such claim, and shall only be entitled to compensation under this Section 3.2
for increased costs as a result of a Change occurring (i) from and after the
date of such notice until the events giving rise to such claim have ceased to
exist, and (ii) during the one


                                      -35-
<PAGE>   43

hundred twenty (120) day period preceding the date the Borrower receives notice
from Agent or such Lender setting forth the described claim for compensation
resulting from such Change.

         (b) Borrower may, if obligated to make a payment under this Section
3.2, require the Lender(s) collecting such payment to (i) change its Lending
Installation to a different location so as to minimize such payment obligation
or (ii) sell its interests herein to a Lender or other Person reasonably
satisfactory to Agent.

         3.3. Availability of Types of Advances. If any Lender determines that
maintenance of its Eurodollar Loans at a suitable Lending Installation would
violate any applicable law, rule, regulation, or directive, whether or not
having the force of law, or if the Required Lenders determine that (i) deposits
of a type and maturity appropriate to match fund Eurodollar Advances are not
available or (ii) the interest rate applicable to Eurodollar Advances does not
accurately reflect the cost of making or maintaining Eurodollar Advances, then
the Agent shall suspend the availability of Eurodollar Advances and require any
affected Eurodollar Advances to be repaid or converted to Floating Rate
Advances, subject to the payment of any funding indemnification amounts required
by Section 3.4.

         3.4. Funding Indemnification. If any payment of a Eurodollar Advance
occurs on a date which is not the last day of the applicable Interest Period,
whether because of acceleration, prepayment or otherwise, or a Eurodollar
Advance is not made on the date specified by the Borrower for any reason other
than default by the Lenders, the Borrower will indemnify each Lender for any
loss or cost incurred by it resulting therefrom, including, without limitation,
any loss or cost in liquidating or employing deposits acquired to fund or
maintain such Eurodollar Advance.

         3.5. Taxes. (i) All payments by the Borrower to or for the account of
any Lender, the Issuer or the Agent hereunder or under any Note or Facility LC
Application shall be made free and clear of and without deduction for any and
all Taxes. If the Borrower shall be required by law to deduct any Taxes from or
in respect of any sum payable hereunder to any Lender, the Issuer or the Agent,
(a) the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section 3.5) such Lender, the Issuer or the Agent (as the case may
be) receives an amount equal to the sum it would have received had no such
deductions been made, (b) the Borrower shall make such deductions, (c) the
Borrower shall pay the full amount deducted to the relevant authority in
accordance with applicable law and (d) the Borrower shall furnish to the Agent
the original copy of a receipt evidencing payment thereof within 30 days after
such payment is made.

         (ii)     In addition, the Borrower hereby agrees to pay any present or
                  future stamp or documentary taxes and any other excise or
                  property taxes, charges or similar levies which arise from any
                  payment made hereunder or under any Note or Facility LC
                  Application or from the execution or delivery of, or otherwise
                  with respect to, this Agreement or any Note or Facility LC
                  Application ("Other Taxes").

         (iii)    The Borrower hereby agrees to indemnify the Agent, the Issuer
                  and each Lender for the full amount of Taxes or


                                      -36-
<PAGE>   44

                  Other Taxes (including, without limitation, any Taxes or Other
                  Taxes imposed on amounts payable under this Section 3.5) paid
                  by the Agent, the Issuer or such Lender and any liability
                  (including penalties, interest and expenses) arising therefrom
                  or with respect thereto. Payments due under this
                  indemnification shall be made within 30 days of the date the
                  Agent or such Lender makes demand therefor pursuant to Section
                  3.6.

         (iv)     Each Lender that is not incorporated under the laws of the
                  United States of America or a state thereof (each a "Non-U.S.
                  Lender") agrees that it will, not less than ten Business Days
                  after the date it becomes a Lender, (i) deliver to each of the
                  Borrower and the Agent two duly completed copies of United
                  States Internal Revenue Service Form 1001 or 4224 or
                  replacement or successor forms as the case may be, certifying
                  in either case that such Lender is entitled to receive
                  payments under this Agreement without deduction or withholding
                  of any United States federal income taxes, and (ii) deliver to
                  each of the Borrower and the Agent a United States Internal
                  Revenue Form W-8 or W-9 when it becomes a Lender, as the case
                  may be, and certify that it is entitled to an exemption from
                  United States backup withholding tax. Each Non-U.S. Lender
                  further undertakes to deliver to each of the Borrower and the
                  Agent (x) renewals or additional copies of such form (or any
                  successor form) on or before the date that such form expires
                  or becomes obsolete, and (y) after the occurrence of any event
                  requiring a change in the most recent forms so delivered by
                  it, such additional forms or amendments thereto as may be
                  reasonably requested by the Borrower or the Agent. All forms
                  or amendments described in the preceding sentence shall
                  certify that such Lender is entitled to receive payments under
                  this Agreement without deduction or withholding of any United
                  States federal income taxes, unless an event (including
                  without limitation any change in treaty, law or regulation)
                  has occurred prior to the date on which any such delivery
                  would otherwise be required which renders all such forms
                  inapplicable or which would prevent such Lender from duly
                  completing and delivering any such form or amendment with
                  respect to it and such Lender advises the Borrower and the
                  Agent that it is not capable of receiving payments without any
                  deduction or withholding of United States federal income tax.

         (v)      For any period during which a Non-U.S. Lender has failed to
                  provide the Borrower with an appropriate form pursuant to
                  clause (iv), above (unless such failure is due to a change in
                  treaty, law or regulation, or any change in the interpretation
                  or administration thereof by any governmental authority,
                  occurring subsequent to the date on which a form originally
                  was required to be provided), such Non-U.S. Lender shall not
                  be entitled to indemnification under this Section 3.5 with
                  respect to Taxes imposed by the United States; provided that,
                  should a Non-U.S. Lender 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 under
                  clause (iv), above, the Borrower shall take such steps as such
                  Non-U.S. Lender shall reasonably request to assist such
                  Non-U.S. Lender to recover such Taxes.


                                      -37-
<PAGE>   45


         (vi)     Any Lender that is entitled to an exemption from or reduction
                  of withholding tax with respect to payments under this
                  Agreement or any Note pursuant to the law of any relevant
                  jurisdiction or any treaty shall deliver to the Borrower (with
                  a copy to the Agent), at the time or times prescribed by
                  applicable law, such properly completed and executed
                  documentation prescribed by applicable law as will permit such
                  payments to be made without withholding or at a reduced rate.

         (vii)    If the U.S. Internal Revenue Service or any other governmental
                  authority of the United States or any other country or any
                  political subdivision thereof asserts a claim that the Agent
                  did not properly withhold tax from amounts paid to or for the
                  account of any Lender (because the appropriate form was not
                  delivered or properly completed, because such Lender failed to
                  notify the Agent of a change in circumstances which rendered
                  its exemption from withholding ineffective, or for any other
                  reason), such Lender shall indemnify the Agent fully for all
                  amounts paid, directly or indirectly, by the Agent as tax,
                  withholding therefor, or otherwise, including penalties and
                  interest, and including taxes imposed by any jurisdiction on
                  amounts payable to the Agent under this subsection, together
                  with all costs and expenses related thereto (including
                  attorneys fees and time charges of attorneys for the Agent,
                  which attorneys may be employees of the Agent). The
                  obligations of the Lenders under this Section 3.5(vii) shall
                  survive the payment of the Obligations and termination of this
                  Agreement.

         (viii)   In the event that Borrower reimburses any Lender or the Agent
                  for any Taxes or pays any Taxes on any Lender's or the Agent's
                  behalf pursuant to this Section 3.5 and such Lender or Agent
                  thereafter receives any refund or credit of such Taxes, such
                  Lender or Agent shall promptly pay Borrower the amount of any
                  such refund or credit.

         3.6. Lender Statements; Survival of Indemnity. To the extent reasonably
possible, each Lender shall designate an alternate Lending Installation with
respect to its Eurodollar Loans to reduce any liability of the Borrower to such
Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of
Eurodollar Advances under Section 3.3, so long as such designation is not, in
the judgment of such Lender, disadvantageous to such Lender. Each Lender shall
deliver a written statement of such Lender to the Borrower (with a copy to the
Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such
written statement shall set forth in reasonable detail the calculations upon
which such Lender determined such amount and shall be presumed correct in the
absence of manifest error. Determination of amounts payable under such Sections
in connection with a Eurodollar Loan shall be calculated as though each Lender
funded its Eurodollar Loan through the purchase of a deposit of the type and
maturity corresponding to the deposit used as a reference in determining the
Eurodollar Rate applicable to such Loan, whether in fact that is the case or
not. Unless otherwise provided herein, the amount specified in the written
statement of any Lender shall be payable on demand after receipt by the Borrower
of such written statement. The obligations of the Borrower under Sections 3.1,
3.2, 3.4 and 3.5 shall survive payment of the Obligations and termination of
this Agreement.


                                      -38-
<PAGE>   46


         3.7. Effect of Yield Protection. The provisions of Sections 3.1, 3.2,
3.3, 3.4, 3.5 and 3.6 shall be interpreted in the broadest possible terms to
include any increased costs, payments or reduced income for any reason,
including but specifically not by way of limitation, due to taxes, capital
adequacy provisions, reserve requirements, withholding obligations, costs due to
the payment of any sums on a date other than the regularly scheduled date or for
any other reason. The Borrower does hereby indemnify and hold harmless the Agent
and each Lender for all such costs and does hereby agree to pay same or cover
the Agent's or any Lender's expenses or losses in regard to same. The Borrower
shall pay such sums to the Agent or to any Lender as are necessary to mitigate
all such items. This obligation is in addition to all other Obligations of the
Borrower hereunder.

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

         4.1. Initial Credit Extension. The Lenders acknowledge satisfaction of
the following conditions precedent or, as applicable, that Borrower has
furnished the following to the Agent each in form and substance satisfactory to
the Agent and with sufficient copies for the Lenders, where appropriate,
executed by the relevant Person and notarized except, in each case, as such
shall be listed on Schedule 6.26:

         (i)      Copies of the articles or certificate of incorporation or
                  organization, as applicable, of the Borrower and its Domestic
                  Subsidiaries that are Material Subsidiaries, together with all
                  amendments, certified by the appropriate governmental officer
                  in such Person's jurisdiction of organization or at Borrower's
                  option, by an appropriate officer of Borrower or the relevant
                  Subsidiary, along with certificates of good standing and
                  existence or authority to do business as a foreign entity, as
                  applicable.

         (ii)     Copies, certified by the Secretary or Assistant Secretary of
                  the Borrower and its Domestic Subsidiaries that are Material
                  Subsidiaries, as applicable, of their respective by-laws,
                  operating or other management agreement and of resolutions of
                  their respective boards of directors or members and of any
                  other body authorizing the execution of the Loan Documents to
                  which such Person is a party.

         (iii)    Incumbency certificates, executed by the Secretary or
                  Assistant Secretary of the Borrower and its Domestic
                  Subsidiaries that are Material Subsidiaries, as applicable,
                  which shall identify by name and title and bear the signatures
                  of the Authorized Officers and any other officers or managers
                  of the Borrower and its Domestic Subsidiaries authorized to
                  sign the Loan Documents to which such Person is a party, upon
                  which certificates the Agent and the Lenders shall be entitled
                  to rely until informed of any change in writing by the
                  Borrower.


                                      -39-
<PAGE>   47

         (iv)     A certificate, signed by the chief financial officer of each
                  Guarantor that is a Material Subsidiary certifying that on the
                  initial Credit Extension Date such Guarantor is solvent, which
                  certificate shall be, substantially in the form of Exhibit
                  4.1(iv) hereto.

         (v)      Both (a) a written opinion or opinions of the Borrower's
                  counsel, addressed to the Lenders and covering such matters as
                  may be required by Agent, in form and substance reasonably
                  satisfactory to the Agent, and (b) an enforceability opinion
                  with respect to the Acquisition Agreement.

         (vi)     Any Notes requested by a Lender pursuant to Section 2.13
                  payable to the order of each such requesting Lender.

         (vii)    Written money transfer instructions, in substantially the form
                  of Exhibit 4.1(vii), addressed to the Agent and signed by an
                  Authorized Officer, together with such other related money
                  transfer authorizations as the Agent may have reasonably
                  requested.

         (viii)   The payment to the Agent and the Lenders of all fees and
                  expenses agreed upon by such Person and the Borrower including
                  those agreed to in that certain Agent and Fee Letter dated
                  July 3, 2000, as amended; execution of such Fee Letter and
                  amendments in effect on the date hereof).

         (ix)     The Original Agreement.

         (x)      The Collateral Documents.

         (xi)     The Subordination Agreement.

         (xii)    There shall not have occurred, in the Agent's sole discretion,
                  a Material Adverse Effect in respect of the Borrower and its
                  Subsidiaries on a consolidated basis since August 31, 1999 or
                  in respect of the Stone & Webster Assets from the pro forma
                  financial statements dated July 1, 2000.

         (xiii)   There shall not have occurred, in the Agent's sole discretion,
                  any material adverse change in primary and secondary loan
                  syndication markets or capital markets generally that would
                  impair syndication of the Loans.

         (xiv)    The insurance certificate described in Section 5.21.

         (xv)     Lien searches on the Borrower and each Guarantor in the
                  jurisdictions requested by the Agent, together with waivers
                  from the holders of any Liens (other than Permitted Liens) as
                  deemed necessary by the Lenders.

         (xvi)    Evidence satisfactory to the Agent that all of the Borrower's
                  Obligations (as defined in the Existing Facility) shall,
                  simultaneously with the effectiveness of this


                                      -40-
<PAGE>   48


                  Agreement, be paid in full with the proceeds of the
                  Indebtedness incurred under this Agreement and the liens and
                  security interests granted in connection therewith shall be
                  terminated and released.

         (xvii)   Evidence satisfactory to the Agent that all of the outstanding
                  obligations under the Note Purchase Agreement shall,
                  simultaneously with the effectiveness of this Agreement, be
                  paid in full with the proceeds of the indebtedness incurred
                  under this Agreement and the liens and security interests
                  granted in connection therewith shall be terminated and
                  released.

         (xviii)  Evidence satisfactory to the Agent that the respective
                  directors of the Borrower or its Subsidiary or Subsidiaries
                  acquiring the Stone & Webster Assets have approved the Stone &
                  Webster Acquisition and that all regulatory and legal
                  approvals for the Stone & Webster Acquisition have been
                  obtained.

         (xix)    Evidence satisfactory to Agent that the Acquisition Agreement
                  has been approved by the judge presiding in the Stone &
                  Webster bankruptcy proceeding in the form of an order
                  reasonably satisfactory to Agent authorizing the Stone &
                  Webster Acquisition and ordering the same to be made free and
                  clear of all liens, claims and encumbrances with respect to
                  the Stone & Webster Assets, except for minor encumbrances
                  provided for in the Acquisition Agreement or the documents
                  evidencing the conveyance of the Stone & Webster Assets that
                  are approved by Borrower and Agent.

         (xx)     Receipt and approval by Agent of all material terms relating
                  to the Stone & Webster Acquisition.

         (xxi)    The representations and warranties contained in the
                  Acquisition Agreement shall be accurate and all material
                  conditions contained therein shall have been satisfied (other
                  than the fact that the order approving the Stone & Webster
                  Acquisition has not yet become final).

         (xxii)   Evidence satisfactory to the Agent of the payment of all
                  Indebtedness owing by Stone & Webster, except as shown on
                  Schedule 4.1(xxii), a copy of all documents evidencing or
                  securing said Indebtedness and an agreement with the issuers
                  of any Letters of Credit issued for the account of Stone &
                  Webster as to the continuation thereof and release of all
                  collateral securing such Letters of Credit.

         (xxiii)  Agent shall have received copies of any fairness opinion
                  available to Borrower related to the Stone & Webster
                  Acquisition.

         (xxiv)   No litigation shall be pending that (i) has resulted in or
                  requests an injunction or restraining order prohibiting the
                  Stone & Webster Acquisition or the Loan, or (ii) could
                  reasonably be expected, if adversely decided, to result in a
                  Material Adverse Effect on Borrower or have a material adverse
                  effect on the Stone & Webster Assets as a whole.


                                      -41-
<PAGE>   49


         (xxv)    The calculation shown on Schedule 4.1(xxv) shall be true and
                  correct, Borrower shall be in pro forma and historical
                  compliance with all covenants contained in Article VI hereof,
                  including specifically, without limitation, those contained in
                  Section 6.22 (but excluding the covenant contained in Section
                  6.22.2).

         (xxvi)   A listing of all Investments in excess of $1,000,000 by the
                  Borrower or a Domestic Subsidiary in any Foreign Subsidiary.

         (xxvii)  Such other documents as any Lender or its counsel may have
                  reasonably requested.

         4.2. Each Credit Extension. In addition to the above, the Lenders shall
not be required to make any Credit Extension unless on the applicable Credit
Extension Date:

         (i)      There exists no Default or Unmatured Default.

         (ii)     The representations and warranties contained in Article V are
                  true and correct as of such Credit Extension Date except to
                  the extent any such representation or warranty is stated to
                  relate solely to an earlier date, in which case such
                  representation or warranty shall have been true and correct on
                  and as of such earlier date.

         (iii)    Agent has received a Borrowing Request.

         (iv)     All legal matters incidental to the making of such Credit
                  Extension shall be satisfactory to the Lenders and their
                  counsel.

         (v)      Borrower has and has caused the Guarantors to execute and
                  deliver this Agreement to the Agent.

         4.3. Reaffirmations of Warranties. Each Borrowing Notice or request for
issuance of a Facility LC with respect to each such Credit Extension shall
constitute a representation and warranty by the Borrower that the conditions
contained in Sections 4.2(i) and (ii) have been satisfied. Any Lender may
require a duly completed compliance certificate in substantially the form of
Exhibit 6.1(iv) as a condition to making a Credit Extension.


                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

         The Borrower for itself and each of its Domestic Subsidiaries
represents and warrants to the Lenders that:

         5.1. Existence and Standing. Each of the Borrower and its Subsidiaries
is a corporation, partnership (in the case of Subsidiaries only) or limited
liability company duly and properly incorporated or organized, as the case may
be, validly existing and (to the extent such concept

                                      -42-
<PAGE>   50


applies to such entity) in good standing under the laws of its jurisdiction of
incorporation or organization and has all requisite authority to conduct its
business in each jurisdiction in which its business is conducted, except where
the failure to so qualify would not have a Material Adverse Effect.

         5.2. Authorization and Validity. The Borrower and each of its
Subsidiaries has the requisite power and authority and legal right to execute
and deliver the Loan Documents to which it is a party and to perform its
obligations thereunder. The execution and delivery by the Borrower and each of
its Subsidiaries of the Loan Documents to which it is a party and the
performance of its respective obligations thereunder have been duly authorized
by proper corporate proceedings, and the Loan Documents to which the Borrower
and each of its Subsidiaries is a party constitute legal, valid and binding
obligations of such Person enforceable against such Person in accordance with
their terms, except as enforceability may be limited by bankruptcy, insolvency
or similar laws affecting the enforcement of creditors' rights generally.

         5.3. No Conflict; Government Consent. Neither the execution and
delivery by the Borrower or any of its Domestic Subsidiaries of any of the Loan
Documents to which it is a party, nor the consummation of the transactions
therein contemplated, nor compliance with the provisions thereof will violate
(i) any law, rule, regulation, order, writ, judgment, injunction, decree or
award binding on the Borrower or any of its Material Subsidiaries, except for
such violations or defaults as would not have a Material Adverse Effect or (ii)
the Borrower's or any Subsidiary's articles or certificate of incorporation,
partnership agreement, certificate of partnership, articles or certificate of
organization, by-laws, or operating or other management agreement, as the case
may be, or (iii) the provisions of any indenture, instrument or agreement to
which the Borrower or any of its Subsidiaries is a party or is subject, or by
which it, or its Property, is bound, or conflict with or constitute a default
thereunder, or result in, or require, the creation or imposition of any Lien in,
of or on the Property of the Borrower or any Subsidiary pursuant to the terms of
any such indenture, instrument or agreement, except for such conflicts,
violations or defaults as would not have a Material Adverse Effect. No order,
consent, adjudication, approval, license, authorization, or validation of, or
filing, recording or registration with, or exemption by, or other action in
respect of any governmental or public body or authority, or any subdivision
thereof, which has not been obtained by the Borrower or any of its Domestic
Subsidiaries, is required to be obtained by the Borrower or any of its
Subsidiaries in connection with the execution and delivery of the Loan
Documents, the borrowings under this Agreement, the payment and performance by
the Borrower of the Obligations, the performance by any Material Subsidiary of
its obligations under its Guaranty or the legality, validity, binding effect or
enforceability of any of the Loan Documents.

         5.4. Financial Statements. The August 31, 1999 and all subsequently
provided consolidated financial statements of the Borrower and its Subsidiaries
heretofore delivered to the Lenders were prepared in accordance with generally
accepted accounting principles in effect on the date such statements were
prepared and fairly present, in all material respects, the consolidated
financial condition and operations of the Borrower and its Subsidiaries at such
date and the consolidated results of their operations for the period then ended.


                                      -43-
<PAGE>   51


         5.5. Material Adverse Change. Since August 31, 1999 there has been no
change in the business, Property, prospects, condition (financial or otherwise)
or results of operations of the Borrower and its Subsidiaries taken as a whole
which could reasonably be expected to have a Material Adverse Effect.

         5.6. Taxes. The Borrower and each of its Domestic Subsidiaries have
filed all United States federal tax returns and all other tax returns which are
required to be filed and have paid all taxes due pursuant to said returns or
pursuant to any assessment received by the Borrower or any of its Subsidiaries,
except (i) such taxes, if any, as are being contested in good faith and as to
which adequate reserves have been provided in accordance with Agreement
Accounting Principles and as to which no Lien exists, and (ii) for such failures
to file or failures to pay as could not have a Material Adverse Effect. No tax
liens have been filed with respect to any such taxes. The charges, accruals and
reserves on the books of the Borrower and its Subsidiaries in respect of any
taxes or other governmental charges are adequate in all material respects in
accordance with Agreement Accounting Principles.

         5.7. Litigation and Contingent Obligations. Except as disclosed on
Schedule 5.7, there is no litigation, arbitration, governmental investigation,
proceeding or inquiry pending or, to the knowledge of any of their executive
officers, threatened against or affecting the Borrower or any of its
Subsidiaries which could reasonably be expected to have a Material Adverse
Effect or which seeks to prevent, enjoin or delay the making of any Credit
Extensions. Except as disclosed on Schedule 5.7, other than any liability
incident to any litigation, arbitration or proceeding which could not reasonably
be expected to have a Material Adverse Effect, the Borrower has no material
contingent obligations not provided for or disclosed in the financial statements
referred to in Section 5.4 which should be disclosed under Agreement Accounting
Principles.

         5.8. Subsidiaries. Schedule 5.8 contains an accurate list of all
Subsidiaries of the Borrower as of the date of this Agreement, setting forth for
each Subsidiary (a) such Subsidiary's jurisdiction of incorporation or
organization, (b) the percentage of such Subsidiary's capital stock or other
ownership interests owned by the Borrower or any other Subsidiary, (c) the
principal places of business and the chief executive offices of such Subsidiary,
(d) the locations of any inventory or equipment owned by such Subsidiary and (e)
any past names or d/b/a's used by such Subsidiary during the two (2) years prior
to the Closing Date and whether each of such Subsidiaries is a Material
Subsidiary. All of the issued and outstanding shares of capital stock or other
ownership interests of such Subsidiaries have been (to the extent such concepts
are relevant with respect to such ownership interests) duly authorized and
issued and are fully paid and non-assessable.

         5.9. ERISA. The Unfunded Liabilities of all Single Employer Plans do
not in the aggregate exceed $2,000,000. Neither the Borrower nor any other
member of the Controlled Group has incurred, or is reasonably expected to incur,
any withdrawal liability to Multiemployer Plans in excess of $2,000,000 in the
aggregate. Each Plan complies in all material respects with all applicable
requirements of law and regulations, no Reportable Event has occurred with
respect to any Plan that could have a Material Adverse Effect, neither the
Borrower nor any other member of


                                      -44-
<PAGE>   52

the Controlled Group has withdrawn from any Multiemployer Plan or initiated
steps to do so, and no steps have been taken to reorganize or terminate any
Plan.

         5.10. Accuracy of Information. No information, exhibit or report
furnished by the Borrower or any of its Subsidiaries to the Agent or to any
Lender in connection with the negotiation of, or compliance with, the Loan
Documents contained any material misstatement of fact or omitted to state a
material fact or any fact necessary to make the statements contained therein not
misleading.

         5.11. Regulation U, T and X. The Loans and other transactions
contemplated hereunder will not violate the provisions of Regulations U, T or X.

         5.12. Material Agreements. Except as disclosed on Schedule 5.12,
neither the Borrower nor any Subsidiary is a party to any loan transaction or
guaranty of the Indebtedness of another Person as of the Closing Date. Neither
the Borrower nor any Subsidiary is a party to any agreement or instrument or
subject to any charter or other corporate restriction which could reasonably be
expected to have a Material Adverse Effect. Neither the Borrower nor any
Subsidiary is in default in the performance, observance or fulfillment of any of
the obligations, covenants or conditions contained in (i) any agreement to which
it is a party, which default could reasonably be expected to have a Material
Adverse Effect or (ii) any agreement or instrument evidencing or governing
Indebtedness in excess of $2,000,000.

         5.13. Compliance With Laws. The Borrower and its Subsidiaries have
complied with all applicable statutes, rules, regulations, orders and
restrictions of any domestic or foreign government or any instrumentality or
agency thereof having jurisdiction over the conduct of their respective
businesses or the ownership of their respective Property except where the
failure to so comply could not have a Material Adverse Effect.

         5.14. Ownership of Properties. Except as set forth on Schedule 5.14, on
the Closing Date, the Borrower and its Subsidiaries will have good title, free
of all Liens other than those permitted by Section 6.15, to all of the Property
and assets reflected in the Borrower's most recent consolidated financial
statements provided to the Agent as owned by the Borrower and its Subsidiaries.

         5.15. Plan Assets; Prohibited Transactions. The Borrower is not an
entity deemed to hold "plan assets" within the meaning of 29 C.F.R. Section
2510.3-101 of an employee benefit plan (as defined in Section 3(3) of ERISA)
which is subject to Title I of ERISA or any plan (within the meaning of Section
4975 of the Code), and neither the execution of this Agreement nor the making of
Credit Extensions hereunder gives rise to a prohibited transaction that could
have a Material Adverse Effect within the meaning of Section 406 of ERISA or
Section 4975 of the Code.

         5.16. Environmental Matters. In the ordinary course of its business,
the officers of the Borrower consider the effect of Environmental Laws on the
business of the Borrower and its Subsidiaries, in the course of which they
identify and evaluate potential risks and liabilities accruing to the Borrower
due to Environmental Laws. On the basis of this consideration, the Borrower has
concluded that any noncompliance, if any, of Borrower or any of its Subsidiaries
with Environmental


                                      -45-
<PAGE>   53


Laws could not reasonably be expected to have a Material Adverse Effect. Neither
the Borrower nor any Subsidiary has received any notice to the effect that its
operations are not in material compliance with any of the requirements of
applicable Environmental Laws or are the subject of any federal or state
investigation evaluating whether any remedial action is needed to respond to a
release of any toxic or hazardous waste or substance into the environment, which
non-compliance or remedial action could reasonably be expected to have a
Material Adverse Effect.

         5.17. Investment Company Act. Neither the Borrower nor any Subsidiary
is an "investment company" or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended.

         5.18. Public Utility Holding Company Act. Neither the Borrower nor any
Subsidiary is 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", within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

         5.19. No Default. On the Effective Date, no Default or Unmatured
Default will have occurred or be continuing.

         5.20. Post-Retirement Benefits. The present value of the expected cost
of post-retirement medical and insurance benefits payable by the Borrower and
its Subsidiaries to its employees and former employees, as estimated by the
Borrower in accordance with procedures and assumptions deemed reasonable by the
Required Lenders, does not exceed $2,000,000.

         5.21. Insurance. The certificate signed by the President or Chief
Financial Officer of the Borrower, that attests to the existence and adequacy
of, and summarizes, the property and casualty insurance program carried by the
Borrower with respect to itself and its Subsidiaries and that has been furnished
by the Borrower to the Agent and the Lenders, is complete and accurate in all
material respects. This summary includes the insurer's or insurers' name(s),
policy number(s), expiration date(s), amount(s) of coverage, type(s) of
coverage, exclusion(s), and deductibles. This summary also includes similar
information, and describes any reserves, relating to any self-insurance program
that is in effect.

         5.22. Solvency. (i) Immediately after the consummation of the
transactions that occurred on the Closing Date and immediately following the
making of each Credit Extension, if any, made on the Closing Date and after
giving effect to the application of the proceeds of such Credit Extension and as
of the Effective Date, (a) the fair value of the assets of the Borrower and its
Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts
and liabilities, subordinated, contingent or otherwise, of the Borrower and its
Subsidiaries on a consolidated basis; (b) the present fair saleable value of the
Property of the Borrower and its Subsidiaries on a consolidated basis will be
greater than the amount that will be required to pay the probable liability of
the Borrower and its Subsidiaries on a consolidated basis on their debts and
other liabilities, subordinated, contingent or otherwise, as such debts and
other liabilities become absolute and matured; (c) the Borrower and its
Subsidiaries on a consolidated basis will be able to pay their debts


                                      -46-
<PAGE>   54


and liabilities, subordinated, contingent or otherwise, as such debts and
liabilities become absolute and matured; and (d) the Borrower and its
Subsidiaries on a consolidated basis will not have unreasonably small capital
with which to conduct the businesses in which they are engaged as such
businesses are now conducted and are proposed to be conducted after the Closing
Date and as of the Effective Date.

         (ii)     The Borrower does not intend to, or to permit any of its
                  Subsidiaries to, and does not believe that it or any of its
                  Subsidiaries will, incur debts beyond its ability to pay such
                  debts as they mature, taking into account the timing of and
                  amounts of cash to be received by it or any such Subsidiary
                  and the timing of the amounts of cash to be payable on or in
                  respect of its Indebtedness or the Indebtedness of any such
                  Subsidiary.

         5.23. Bond Obligations. As of the Closing Date, neither the Borrower
nor any of its Domestic Subsidiaries have any reimbursement or guaranty
obligations owing to bonding companies except as described on Schedule 5.23
attached hereto.


                                   ARTICLE VI

                                   COVENANTS

         During the term of this Agreement, unless the Required Lenders shall
otherwise consent in writing:

         6.1. Financial Reporting. The Borrower will maintain, for itself and
each Subsidiary, a system of accounting established and administered in
accordance with generally accepted accounting principles, and furnish to the
Lenders:

         (i)      Within 90 days after the close of each of its fiscal years, an
                  unqualified audit report certified by independent certified
                  public accountants acceptable to the Lenders, it being
                  understood that the Borrower's auditors as of the Closing Date
                  are acceptable to the Agent and the Lenders, prepared in
                  accordance with Agreement Accounting Principles on a
                  consolidated for itself and its Subsidiaries, including
                  balance sheets as of the end of such period, related profit
                  and loss and reconciliation of surplus statements, and a
                  statement of cash flows, accompanied by (a) any management
                  letter prepared by said accountants, and (b) a certificate of
                  said accountants that, in the course of their examination
                  necessary for their certification of the foregoing, they have
                  obtained no knowledge of any Default or Unmatured Default
                  under any of the terms, covenants, provisions or conditions of
                  Section 6.22 insofar as they relate to accounting matters, or
                  if, in the opinion of such accountants, any Default or
                  Unmatured Default shall exist, stating the nature and status
                  thereof.


                                      -47-
<PAGE>   55

         (ii)     Within 45 days after the close of the first three quarterly
                  periods of each of its fiscal years and within 90 days of the
                  end of the final fiscal quarter, for itself and its
                  Subsidiaries, consolidated and consolidating unaudited balance
                  sheets as at the close of each such quarterly period and
                  consolidated and consolidating profit and loss and
                  reconciliation of surplus statements and a statement of cash
                  flows for the period from the beginning of such fiscal year to
                  the end of such quarter, all certified by its Chief Financial
                  Officer.

         (iii)    As soon as available, but in any event prior to the beginning
                  of each fiscal year of the Borrower, a copy of the plan and
                  forecast (including a projected consolidated balance sheet,
                  income statement and funds flow statement) of the Borrower for
                  the upcoming fiscal year.

         (iv)     Together with the financial statements required under Sections
                  6.1(i) and (ii), a compliance certificate in substantially the
                  form of Exhibit 6.1(iv) signed by its Chief Financial Officer
                  showing the calculations necessary to determine compliance
                  with this Agreement and stating that no Default or Unmatured
                  Default exists, or if any Default or Unmatured Default exists,
                  stating the nature and status thereof.

         (v)      Within 270 days after the close of each fiscal year, a
                  statement of the Unfunded Liabilities of each Single Employer
                  Plan, certified as correct by an actuary enrolled under ERISA.

         (vi)     As soon as possible and in any event within 10 days after the
                  Borrower knows that any Reportable Event has occurred with
                  respect to any Plan, a statement, signed by the Chief
                  Financial Officer of the Borrower, describing said Reportable
                  Event and the action which the Borrower proposes to take with
                  respect thereto.

         (vii)    As soon as possible and in any event within 10 days after
                  receipt by the Borrower, a copy of (a) any notice or claim to
                  the effect that the Borrower or any of its Subsidiaries is or
                  may be liable to any Person as a result of the release by the
                  Borrower, any of its Subsidiaries, or any other Person of any
                  toxic or hazardous waste or substance into the environment,
                  and (b) any notice alleging any violation of any federal,
                  state or local environmental, health or safety law or
                  regulation by the Borrower or any of its Subsidiaries.

         (viii)   Promptly upon the furnishing thereof to the shareholders of
                  the Borrower, copies of all financial statements, reports and
                  proxy statements so furnished.

         (ix)     Promptly upon the filing thereof, copies of all registration
                  statements and annual, quarterly, monthly or other regular
                  reports, except for those filed on Form S-8, which the
                  Borrower or any of its Subsidiaries files with the Securities
                  and Exchange Commission.


                                      -48-
<PAGE>   56


         (x)      Promptly upon request by the Agent or the Required Lenders,
                  such information as will facilitate an annual on site
                  inspection and audit of Borrower's Inventory and equipment (or
                  any other collateral the subject of the Collateral Documents).

         (xi)     Such other information (including non-financial information)
                  as the Agent or any Lender may from time to time reasonably
                  request.

         6.2. Use of Proceeds. The Borrower will use the proceeds of the
Advances and the Letters of Credit solely (i) to refinance Indebtedness of the
Borrower and its Subsidiaries under the Existing Facility and the Note Purchase
Agreement, (ii) for the Borrower's and its Subsidiaries' working capital and
general corporate purposes, including the issuance of the Facility LCs, (iii) to
make Acquisitions permitted hereunder, including the Stone & Webster Acquisition
and (iv) for the concurrent repayment of Indebtedness owing by Stone & Webster
and support for or replacement of Letters of Credit currently outstanding for
the account of Stone & Webster. Such purposes will not violate and are otherwise
consistent with the terms of the Loan Documents and all laws, rules and
regulations, including Regulations T, U and X. The Borrower will not, nor will
it permit any Subsidiary to, use any of the proceeds of the Advances to purchase
or carry any "margin stock" (as defined in Regulation U).

         6.3. Notice of Default. The Borrower will, and will cause each
Subsidiary to, give prompt notice in writing to the Lenders of the occurrence of
any Default or Unmatured Default and of any other development, financial or
otherwise, which could reasonably be expected to have a Material Adverse Effect.

         6.4. Conduct of Business; Books and Records. The Borrower will, and
will cause each Subsidiary to, carry on and conduct its business in
substantially the same manner and in substantially the same fields of enterprise
as it is presently conducted, shall maintain books and records thereof in
accordance with Agreement Accounting Principles and its current practice, and
shall do all things necessary to remain duly incorporated or organized, validly
existing and (to the extent such concept applies to such entity) in good
standing as a domestic corporation, partnership or limited liability company in
its jurisdiction of incorporation or organization, as the case may be, and
maintain all requisite authority to conduct its business in each jurisdiction in
which its business is conducted except for (i) mergers and consolidations of
Subsidiaries with and into Borrower or any Domestic Subsidiaries, to the extent
permitted under Section 6.12 hereof, (ii) the dissolution or liquidation of
Subsidiaries if the net proceeds from any such dissolution are paid to Borrower
or any Domestic Subsidiary, and (iii) any failure of a Subsidiary to be in good
standing where such failure could not have a Material Adverse Effect.

         6.5. Taxes. The Borrower will, and will cause each Subsidiary to,
timely file complete and correct United States federal and applicable foreign,
state and local tax returns required by law and pay when due all taxes,
assessments and governmental charges and levies upon it or its income, profits
or Property, except those which are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves have been set aside in
accordance with Agreement Accounting Principles. At any time that the Borrower
or any of its Subsidiaries is organized as a


                                      -49-
<PAGE>   57


limited liability company, each such limited liability company will qualify for
partnership tax treatment under United States federal tax law.

         6.6. Insurance. The Borrower will, and will cause each Subsidiary to,
maintain with financially sound and reputable insurance companies insurance on
all their Property in such amounts and covering such risks as is consistent with
sound business practice, and in each case, (a) with such deductibles and with
such self-insurance provisions as are customarily maintained by similar
businesses, and (b) naming the Agent as loss payee or as an additional insured,
as appropriate, for the benefit of the Lenders and, in any case consistent with
the requirements of the Pledge and Security Agreement. The Borrower will furnish
to any Lender upon request full information as to the insurance carried.

         6.7. Compliance with Laws. The Borrower will, and will cause each
Subsidiary to, comply with all laws, rules, regulations, orders, writs,
judgments, injunctions, decrees or awards to which it may be subject including,
without limitation, all Environmental Laws and ERISA except for such failures to
comply as could not reasonably be expected to have a Material Adverse Effect.

         6.8. Maintenance of Properties. The Borrower will, and will cause each
Subsidiary to, do all things necessary to maintain, preserve, protect and keep
its Property in good repair, working order and condition, and make all necessary
and proper repairs, renewals and replacements so that its business carried on in
connection therewith may be properly conducted at all times, except that the
foregoing shall not apply to Property disposed of by Borrower in accordance with
Section 6.13 hereof.

         6.9. Inspection. The Borrower will, and will cause each Subsidiary to,
permit the Agent and the Lenders, by their respective representatives and
agents, to inspect any of the Property, books and financial records of the
Borrower and each Subsidiary, to examine and make copies of the books of
accounts and other financial records of the Borrower and each Subsidiary, and to
discuss the affairs, finances and accounts of the Borrower and each Subsidiary
with, and to be advised as to the same by, their respective officers at such
reasonable times and intervals as the Agent or any Lender may designate.

         6.10. Dividends. The Borrower will not, nor will it permit any
Subsidiary to, declare or pay any dividends or make any distributions on its
capital stock (other than stock splits, dividends payable in its own capital
stock) or redeem, repurchase or otherwise acquire or retire any of its capital
stock at any time outstanding, except that any Subsidiary may declare and pay
dividends or make distributions to the Borrower or to any domestic Wholly-Owned
Subsidiary, provided this shall not prohibit purchases of common stock by
Borrower or its Subsidiaries or a trust pursuant to an employee benefit plan or
the cashless exercise of stock options or warrants to purchase common stock of
Borrower by Borrower or a trust that in each case has been approved by the Board
of Directors of Borrower.

         6.11. Indebtedness. The Borrower will not, nor will it permit any
Subsidiary to, create, incur or suffer to exist any Indebtedness, except:


                                      -50-
<PAGE>   58

         (i)      Indebtedness created hereunder.

         (ii)     Indebtedness, including, without limitation, contingent
                  liabilities, existing on the Closing Date and described in
                  Schedule 6.11(ii).

         (iii)    Indebtedness incurred in the ordinary course of business in
                  connection with the acquisition of Property by the Borrower,
                  or any Subsidiary (excluding Indebtedness assumed on any
                  assets acquired pursuant to an Acquisition), provided that
                  such Indebtedness shall not exceed the value of the Property
                  so acquired, and in any event, such purchase money
                  Indebtedness shall not exceed Ten Million Dollars
                  ($10,000,000) in the aggregate.

         (iv)     Secured or unsecured Indebtedness assumed by the Borrower or a
                  Subsidiary in connection with an Acquisition permitted
                  hereunder and not discharged on the Closing Date which, in the
                  aggregate, shall not exceed Twenty Million Dollars
                  ($20,000,000); provided that any Lien securing any such
                  secured Indebtedness shall attach only to the Property
                  securing such Indebtedness prior to its assumption.

         (v)      Permitted Indebtedness.

         (vi)     Indebtedness of Foreign Subsidiaries to the Borrower or a
                  Domestic Subsidiary incurred to facilitate the operations and
                  funding of said Foreign Subsidiaries not to exceed the sum of
                  (a) such Indebtedness to the extent outstanding on the Closing
                  Date and described on Schedule 6.11(ii) plus (b) $10,000,000
                  in the aggregate outstanding at any one time, provided, all
                  such Indebtedness is evidenced by promissory notes that become
                  part of the Collateral in a manner reasonably satisfactory to
                  the Agent.

         (vii)    Indebtedness of Foreign Subsidiaries to non-Affiliates of
                  Borrower in an amount not to exceed $10,000,000.

         (viii)   Indebtedness that constitutes a renewal, refinancing or
                  extension of any Indebtedness referred to in this Section
                  6.11; provided, that (A) no Lien existing at the time of such
                  renewal, refinancing or extension shall be extended to cover
                  any property not already subject to such Lien, and (B) the
                  principal amount of any Indebtedness renewed, refinanced or
                  extended shall not exceed the amount of such Indebtedness
                  outstanding immediately prior to such renewal, refinancing or
                  extension.

         6.12. Merger. The Borrower will not, nor will it permit any Subsidiary
to, merge or consolidate with or into any other Person, except that if at the
time thereof and immediately after giving effect thereto no Default or Unmatured
Default shall have occurred and be continuing, (i) any Subsidiary may merge into
or be consolidated with the Borrower in a transaction in which the Borrower is
the surviving Person, (ii) any Subsidiary may merge into or be consolidated with
any


                                      -51-
<PAGE>   59


Domestic Subsidiary in a transaction in which the surviving entity is a Domestic
Subsidiary, (iii) any foreign Subsidiary may merge into or be consolidated with
any foreign Subsidiary and (iv) mergers and consolidations constituting
Acquisitions permitted under Section 6.24.

         6.13. Sale of Assets. The Borrower will not, nor will it permit any
Material Subsidiary to, lease, sell or otherwise dispose of (in one transaction
or in a series of transactions) its Property to any other Person, except:

         (i)      Sales of Inventory in the ordinary course of business.

         (ii)     The sale of the stock or assets of Nordic in accordance with
                  the provisions of Section 2.2(iv).

         (iii)    The sale of the ethylene process engineering business, all
                  related assets and related office building located in Harris
                  County, Texas to an unrelated third party in an arms-length
                  transaction.

         (iv)     Sales, leases or other dispositions by Borrower or any
                  Subsidiary of obsolete, underutilized, damaged or defective
                  Property or equipment that is no longer used or useful in the
                  business of Borrower or its Subsidiaries.

         (v)      Any sale, lease or other disposition by or among the Borrower
                  and its Domestic Subsidiaries, or among the Domestic
                  Subsidiaries, or from one Foreign Subsidiary to another
                  Foreign Subsidiary.

         (vi)     Licenses by Borrower or any Subsidiary of patents, trademarks,
                  copyrights, know-how, or other intellectual property to any
                  other Person in the ordinary course of business.

         (vii)    The sale of other assets not to exceed 10% of Borrower's
                  tangible net worth, calculated pursuant to Agreement
                  Accounting Principles, per annum.

         6.14. Investments and Acquisitions. The Borrower will not, nor will it
permit any Subsidiary to, make or suffer to exist any Investments (including
without limitation, loans and advances to, and other Investments in, Foreign
Subsidiaries), or commitments therefor, or to create any Subsidiary (except in
accordance with Sections 6.23 and 6.24) or to become or remain a partner in any
partnership or joint venture, or to make any Acquisition of any Person, except:

         (i)      Cash Equivalent Investments.

         (ii)     Existing Investments in existence on the Closing Date and
                  described in Schedule 6.14(ii) in an amount not greater than
                  the amount thereof on the Closing Date.


                                      -52-
<PAGE>   60


         (iii)    Acquisitions permitted under Sections 6.24 or 6.25.

         (iv)     Investments in the proposed Entergy Joint Venture with Entergy
                  Wholesale Operation, not to exceed $10,000,000 in the
                  aggregate for project related financing, which Investments are
                  nonrecourse to the Borrower and to each Subsidiary.

         (v)      Investments in corporate debt obligations rated AA- or better
                  by Standard & Poor's or Aa3 or better by Moody's Investment
                  Service and maturing not more than twelve (12) months from the
                  date of acquisition thereof.

         (vi)     Repurchase agreements, which shall be collateralized for at
                  least 100% of face value, issued by any of the Banks or any
                  other bank or trust company organized under the laws of the
                  United States or any state thereof, which bank or trust
                  company (other than the Banks to which such restrictions shall
                  not apply) is a member of both the Federal Deposit Insurance
                  Corporation and the Federal Reserve System and is rated B or
                  better by Thompson Bank Watch Service (all of which must
                  mature within twelve (12) months from the time of acquisition
                  thereof).

         (vii)    Settlement accounts between the Borrower and its Domestic
                  Subsidiaries or its Domestic Subsidiaries and other Domestic
                  Subsidiaries.

         (viii)   Property and buildings necessary to the operations of the
                  Borrower and its Subsidiaries.

         (ix)     Permitted Business Investments.

         (x)      Permitted Financial Investments.

         (xi)     Investments by Borrower or any Subsidiary thereof in any
                  Person to the extent the consideration paid consists solely of
                  Qualified Stock of Borrower, unless the nature of such
                  Investment could reasonably be expected to cause a Material
                  Adverse Effect.

         (xii)    Investments not otherwise permitted above, provided that the
                  aggregate amount (at original cost) of all such Investments of
                  the Borrower and all of its Subsidiaries at any time
                  outstanding shall not exceed $2,500,000.

         6.15. Liens. The Borrower will not, nor will it permit any Subsidiary
to, create, incur, or suffer to exist any Lien in, of or on the Property of the
Borrower or any of its Subsidiaries, nor will it covenant with any other Person
not to grant such a Lien to the Agent, except:

         (i)      Permitted Liens.

         (ii)     Liens in favor of the Agent, for the benefit of the Lenders,
                  granted pursuant to any Collateral Document.


                                      -53-
<PAGE>   61


         (iii)    Liens existing on the Closing Date and described in Schedule
                  6.15(iii).

         (iv)     Liens incurred in connection with any Acquisition permitted
                  under Section 6.24.

         (v)      Liens securing Indebtedness permitted under Sections
                  6.11(iii), (iv) or (vii).

         (vi)     Any renewal, extension or replacement of any Lien referred to
                  in subparagraphs (iii) and (iv) above; provided, that no Lien
                  arising or existing as a result of such extension, renewal or
                  replacement shall be extended to cover any property not
                  theretofore subject to the Lien being extended, renewed or
                  replaced and provided further that the principal amount of the
                  Indebtedness secured thereby shall not exceed the principal
                  amount of the Indebtedness so secured at the time of such
                  extension, renewal or replacement.

         6.16. Affiliates. The Borrower will not, and will not permit any
Subsidiary to, enter into any transaction (including, without limitation, the
purchase or sale of any Property or service) with, or make any payment or
transfer to, any Affiliate except in the ordinary course of business and
pursuant to the reasonable requirements of the Borrower's or such Subsidiary's
business and upon fair and reasonable terms no less favorable to the Borrower or
such Subsidiary than the Borrower or such Subsidiary would obtain in a
comparable arms-length transaction, provided, this Section 6.16 shall not
prohibit inter-company transfers not otherwise restricted hereunder.

         6.17. Prepayment of Other Indebtedness. The Borrower will not, and will
not permit any Subsidiary to make voluntary prepayments of principal or interest
on any other of the Borrower's or such Subsidiary's Indebtedness except as
expressly provided herein or amend or obtain or grant a waiver of any term of
any of such Indebtedness, without the prior written consent of the Required
Lenders other than in respect of inter-company transfers or inter-company
Indebtedness not otherwise prohibited hereunder.

         6.18. Sale of Accounts. The Borrower will not, nor will it permit any
Subsidiary to, sell or otherwise dispose of any notes receivable or Accounts,
with or without recourse; provided that the foregoing shall not limit or
restrict compromises of doubtful or disputed accounts in the ordinary course of
business of Borrower and the Subsidiaries.

         6.19. Contingent Obligations. The Borrower will not, nor will it permit
any Subsidiary to, make or suffer to exist any Contingent Obligation (including,
without limitation, any Contingent Obligation with respect to the obligations of
a Subsidiary), except for:

         (i)      endorsement of instruments for deposit or collection in the
                  ordinary course of business,

         (ii)     Reimbursement Obligations,


                                      -54-
<PAGE>   62

         (iii)    the Guaranty,

         (iv)     Intentionally deleted,

         (v)      guaranties and other Contingent Obligations listed on Schedule
                  6.19(v) attached hereto,

         (vi)     guaranties by Borrower or any of its Subsidiaries made in the
                  ordinary course of business of any payment to a vendor of
                  goods or services to the Borrower or its Subsidiaries or
                  guaranties by Borrower of any obligations of the Domestic
                  Subsidiaries owed to any customer of Borrower or a Domestic
                  Subsidiary made with respect to the performance by Borrower or
                  such Domestic Subsidiary of a contract for the sale of goods
                  or the delivery of services to such customer,

         (vii)    such Contingent Obligations as would be permitted to be
                  incurred if such Contingent Obligations were incurred as
                  Indebtedness by such Borrower under Section 6.11, and

         (viii)   reimbursement or guaranty obligations owing to bonding
                  companies issuing bonds on behalf of the Company or any of its
                  Domestic Subsidiaries incurred in the ordinary course of the
                  Company's business.

         6.20. Letters of Credit. The Borrower will not, nor will it permit any
Subsidiary to, apply for or become liable upon or in respect of any Letter of
Credit other than Facility LCs.

         6.21. Financial Contracts. The Borrower will not, nor will it permit
any Subsidiary to, enter into or remain liable upon any Financial Contract,
except Rate Hedging Agreements made for nonspeculative purposes.

         6.22. Financial Covenants.

                  6.22.1. Leverage Ratio. Commencing with the first full fiscal
         quarter following the Closing Date, and for each fiscal quarter
         thereafter, the Borrower will not at any time permit the ratio of (i)
         Consolidated Total Debt, to (ii) Shaw EBITDA, for the then
         most-recently ended four fiscal quarters, to be greater than that shown
         on the following grid for the periods indicated:

                  Closing Date         -   February 27, 2001   -   3.5 to 1.0
                  February 28, 2001    -   May 30, 2001        -   3.25 to 1.0
                  May 31, 2001         -   August 30, 2001     -   3.0 to 1.0
                  August 31, 2001      -   November 29, 2001   -   2.75 to 1.0
                  November 30, 2001 and thereafter             -   2.5 to 1.0

                  6.22.2. Fixed Charge Coverage Ratio. Commencing with the first
         full fiscal quarter following the Closing Date, and for each fiscal
         quarter thereafter, the Borrower will not, at any time, permit the
         ratio, for the then most-recently ended four fiscal quarters, except
         that


                                      -55-
<PAGE>   63


         for the first fiscal year after the Closing Date the ratio will be
         calculated from the beginning of the fiscal year to the end of the most
         recent fiscal quarter, of (i) Shaw EBITDA, minus Capital Expenditures
         for said periods, to (ii) Consolidated Interest Expense, plus principal
         payments actually paid (or scheduled to be paid) during said periods on
         any Indebtedness and cash taxes actually paid during said periods to be
         less than 1.50 to 1.0.

                  6.22.3. Minimum Consolidated Net Worth. The Borrower will at
         all times maintain Consolidated Net Worth of not less than the sum of
         (i) $306,850,000, plus (ii) 75% of Consolidated Net Income (if
         positive) earned in each fiscal quarter ending subsequent to the
         Closing Date, plus (iii) 90% of any amount recorded on the consolidated
         balance sheet of the Borrower from the issuance of any equity.

                  6.22.4. Capital Expenditures. The Borrower will not, nor will
         it permit its Subsidiaries, in the aggregate to, expend, or be
         committed to expend, in excess of $30,000,000 for Capital Expenditures
         including all Capitalized Leases, during any one fiscal year on a
         non-cumulative basis in the aggregate for the Borrower and its
         Subsidiaries exclusive of acquisitions otherwise permitted under this
         Agreement.

         6.23. Subsidiaries. The Borrower will, and will cause each of its
Domestic Subsidiaries to, cause any Person (whether now existing or hereafter
created) becoming a Material Subsidiary that is or becomes a Domestic Subsidiary
of the Borrower (i) to execute, in form and substance satisfactory to the Agent,
a guaranty in favor of the Agent for the benefit of the Lenders sufficient to
obligate such Subsidiary for repayment of all or a portion of the Obligations
and (ii) to execute, in form and substance satisfactory to the Agent, a security
agreement and/or other security instruments in favor of the Agent for the
benefit of the Lenders sufficient to pledge all or a portion of such
Subsidiary's assets as would constitute Collateral as security for the
Obligations. The Borrower and each Subsidiary shall have pledged at all times to
the Agent for the benefit of the Lenders 100% of Borrower's and a Domestic
Subsidiary's ownership interest in any Domestic Subsidiary that is a Material
Subsidiary and 66% of Borrower's and a Domestic Subsidiary's ownership interest
in any Foreign Subsidiary pursuant to a pledge agreement in form and substance
satisfactory to the Agent.

         6.24. Acquisitions. The Borrower will not, and will not permit any
Subsidiary to, make any Acquisition without the prior written consent of the
Required Lenders if the aggregate cash consideration aforesaid (defined as total
net cash to be paid, plus Indebtedness and Contingent Obligations to be assumed
in connection with any Acquisition), plus the Acquisition costs associated with
such Acquisition exceeds $10,000,000, provided Acquisitions contemplated by the
Acquisition Agreement shall be permitted by this Section 6.24. For Acquisitions
for which the aggregate cash consideration is less than $10,000,000, no such
consent shall be required so long as (i) the acquisition target is in the same
or similar line of business as Borrower and its subsidiaries; (ii) the Borrower
or a Domestic Subsidiary is the surviving entity holding one hundred percent
(100%) of the capital stock or membership interests in the Acquisition target;
(iii) no Default or Unmatured Default shall exist before or after any
Acquisition; (iv) all Acquisitions shall be completed in accordance with
applicable laws; (v) Agent shall be provided with satisfactory opinions with
regard


                                      -56-
<PAGE>   64

to any acquisition as it may request; (vi) the terms of Section 6.23 are
satisfied, and (vii) the board of directors of the Acquisition target approves
the Acquisition.

         6.25. Limitation on Leases. The Borrower will not, and will not allow
its Subsidiaries to incur, on a consolidated basis, operating leases requiring
total payments of more than $16,000,000 per annum excluding (i) operating leases
recorded in the Borrower's financial statements as cost of sales and fully
reimbursable to the Borrower by non-affiliated third parties on arm's length
terms and (ii) lease obligations related to Stone & Webster's office space at
245 Summer St., Boston, Massachusetts.

         6.26. Post Closing Obligations. Borrower shall complete the post
closing document delivery and other obligations and performance requirements set
forth on Schedule 6.26 in accordance with the due dates for such performance as
set forth on such Schedule.


                                   ARTICLE VII

                                    DEFAULTS

         The occurrence of any one or more of the following events shall
constitute a Default:

         7.1. Any representation or warranty made or deemed made by or on behalf
of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or
in connection with this Agreement, any Credit Extension, or any certificate or
information delivered in connection with this Agreement or any other Loan
Document shall be materially false on the date as of which made.

         7.2. Nonpayment of (i) principal when due, (ii) interest within three
(3) days of when due on any Loan, (iii) nonpayment of any Reimbursement
Obligation, or (iv) nonpayment of any commitment fee, LC Fee or other
obligations under any of the Loan Documents after the same becomes due.

         7.3. The breach by the Borrower of any of the terms or provisions of
Sections 6.2, 6.3, or 6.10 through 6.25.

         7.4. The breach by the Borrower (other than a breach which constitutes
a Default under another Section of this Article VII) of any of the terms or
provisions of this Agreement which is not remedied within fifteen (15) days.

          7.5. Failure of the Borrower or any of its Subsidiaries or any
Subsidiary to pay when due any Indebtedness aggregating in excess of $2,000,000
("Material Indebtedness"); or the default by the Borrower or any of its
Subsidiaries in the performance (beyond the applicable grace period with respect
thereto, if any) of any term, provision or condition contained in any agreement
under which any such Material Indebtedness was created or is governed, or any
other event shall occur or condition exist, the effect of which default or event
is to cause, or to permit the holder or holders of


                                      -57-
<PAGE>   65


such Material Indebtedness to cause, such Material Indebtedness to become due
prior to its stated maturity; or any Material Indebtedness of the Borrower or
any of its Subsidiaries shall be declared to be due and payable or required to
be prepaid or repurchased (other than by a regularly scheduled payment) prior to
the stated maturity thereof; or the Borrower or any of its Subsidiaries shall
not pay, or admit in writing its inability to pay, its debts generally as they
become due.

         7.6. The Borrower or any of its Subsidiaries shall (i) have an order
for relief entered with respect to it under the Federal bankruptcy laws as now
or hereafter in effect, (ii) make an assignment for the benefit of creditors,
(iii) apply for, seek, consent to, or acquiesce in, the appointment of a
receiver, custodian, trustee, examiner, liquidator or similar official for it or
any Substantial Portion of its Property, (iv) institute any proceeding seeking
an order for relief under the Federal bankruptcy laws as now or hereafter in
effect or seeking to adjudicate it a bankrupt or insolvent, or seeking
dissolution, winding up, liquidation, reorganization, arrangement or composition
of it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors or fail to file an answer or other pleading
denying the material allegations of any such proceeding filed against it, (v)
take any corporate or partnership action to authorize or effect any of the
foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good
faith any appointment or proceeding described in Section 7.7.

         7.7. Without the application, approval or consent of the Borrower or
any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar
official shall be appointed for the Borrower or any of its Subsidiaries or any
Substantial Portion of its Property, or a proceeding described in Section
7.6(iv) shall be instituted against the Borrower or any of its Subsidiaries and
such appointment continues undischarged or such proceeding continues undismissed
or unstayed for a period of 30 consecutive days.

         7.8. Any court, government or governmental agency shall condemn, seize
or otherwise appropriate, or take custody or control of, all or any portion of
the Property of the Borrower or any Guarantor which, when taken together with
all other Property of the Borrower or such Guarantor so condemned, seized,
appropriated, or taken custody or control of, during the twelve-month period
ending with the month in which any such action occurs, constitutes a Substantial
Portion.

         7.9. The Borrower or any of its Subsidiaries shall fail within 30 days
to pay, bond or otherwise discharge one or more (i) judgments or orders for the
payment of money in excess of $2,000,000 (or the equivalent thereof in
currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary
judgments or orders which, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect, which judgment(s), in any such case,
is/are not stayed on appeal or otherwise being appropriately contested in good
faith.

         7.10. The Unfunded Liabilities of all Single Employer Plans shall
exceed in the aggregate $2,000,000 or any Reportable Event shall occur in
connection with any Plan.

         7.11. The Borrower or any other member of the Controlled Group shall
have been notified by the sponsor of a Multiemployer Plan that it has incurred
withdrawal liability to such Multiemployer Plan in an amount which, when
aggregated with all other amounts required to be paid


                                      -58-
<PAGE>   66

to Multiemployer Plans by the Borrower or any other member of the Controlled
Group as withdrawal liability (determined as of the date of such notification),
exceeds $2,000,000 or requires payments exceeding $500,000 per annum.

         7.12. The Borrower or any other member of the Controlled Group shall
have been notified by the sponsor of a Multiemployer Plan that such
Multiemployer Plan is in reorganization or is being terminated, within the
meaning of Title IV of ERISA, if as a result of such reorganization or
termination the aggregate annual contributions of the Borrower and the other
members of the Controlled Group (taken as a whole) to all Multiemployer Plans
which are then in reorganization or being terminated have been or will be
increased over the amounts contributed to such Multiemployer Plans for the
respective plan years of each such Multiemployer Plan immediately preceding the
plan year in which the reorganization or termination occurs by an amount
exceeding $2,000,000.

         7.13. The Borrower or any of its Subsidiaries shall (i) be the subject
of any proceeding or investigation pertaining to the release by the Borrower,
any of its Subsidiaries or any other Person of any toxic or hazardous waste or
substance into the environment, or (ii) violate any Environmental Law, which, in
the case of an event described in clause (i) or clause (ii), could reasonably be
expected to have a Material Adverse Effect.

         7.14. Any Change in Control shall occur.

         7.15. The occurrence of any "default", as defined in any Loan Document
(other than this Agreement) or the breach of any of the terms or provisions of
any Loan Document (other than this Agreement), which default or breach continues
beyond any period of grace therein provided.

         7.16. Any Guaranty shall fail to remain in full force or effect or any
action shall be taken to discontinue or to assert the invalidity or
unenforceability of any Guaranty, or any Guarantor shall fail to comply with any
of the terms or provisions of any Guaranty to which it is a party, or any
Guarantor shall deny that it has any further liability under any Guaranty to
which it is a party, or shall give notice to such effect.

         7.17. Except with respect to the items noted on Schedule 6.26, any
Collateral Document shall for any reason fail to create a valid and perfected
first priority security interest in any collateral purported to be covered
thereby, except as permitted by the terms of any Collateral Document, or any
Collateral Document shall fail to remain in full force or effect or any action
shall be taken to discontinue or to assert the invalidity or unenforceability of
any Collateral Document, or the Borrower or any Subsidiary shall fail to comply
with any of the terms or provisions of any Collateral Document.

         7.18. The representations and warranties set forth in Section 5.15
(Plan Assets; Prohibited Transactions) shall at any time not be true and
correct.

         7.19. The Borrower or any Subsidiary shall fail to pay when due under
any Operating Lease, any obligation with respect to a Letter of Credit, or any
Contingent Obligation.


                                      -59-
<PAGE>   67

         7.20. Nonpayment by the Borrower of any Rate Hedging Obligation when
due or the breach by the Borrower of any term, provision or condition contained
in any Rate Hedging Agreement.


                                  ARTICLE VIII

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

         8.1. Acceleration; Facility LC Collateral Account. (i) If any Default
described in Section 7.6 or 7.7 occurs, the obligations of the Lenders to make
Credit Extensions hereunder and the obligation and power of the Issuer to issue
Facility LCs shall automatically terminate and the Obligations shall immediately
become due and payable without any election or action on the part of the Agent,
the Issuer or any Lender and the Borrower will be and become thereby
unconditionally obligated, without any further notice, act or demand, to pay to
the Agent an amount in immediately available funds, which funds shall be held in
the Facility LC Collateral Account, equal to the difference of (x) the amount of
LC Obligations at such time, less (y) the amount on deposit in the Facility LC
Collateral Account at such time which is free and clear of all rights and claims
of third parties and has not been applied against the Obligations (such
difference, the "Collateral Shortfall Amount"). If any other Default occurs, the
Required Lenders (or the Agent with the consent of the Required Lenders) may (a)
terminate or suspend the obligations of the Lenders to make Credit Extensions
hereunder and the obligation and power of the Issuer to issue Facility LCs, or
declare the Obligations and any affected Lender may declare the Rate Hedging
Obligations to be due and payable, or both, whereupon the Obligations shall
become immediately due and payable, without presentment, demand, protest or
notice of any kind, all of which the Borrower hereby expressly waives, and (b)
upon notice to the Borrower and in addition to the continuing right to demand
payment of all amounts payable under this Agreement, make demand on the Borrower
to pay, and the Borrower will, forthwith upon such demand and without any
further notice or act, pay to the Agent the Collateral Shortfall Amount, which
funds shall be deposited in the Facility LC Collateral Account.

         (ii)     If at any time while any Default is continuing, the Agent
                  determines that the Collateral Shortfall Amount at such time
                  is greater than zero, the Agent may make demand on the
                  Borrower to pay, and the Borrower will, forthwith upon such
                  demand and without any further notice or act, pay to the Agent
                  the Collateral Shortfall Amount, which funds shall be
                  deposited in the Facility LC Collateral Account.

         (iii)    The Agent may at any time or from time to time after funds are
                  deposited in the Facility LC Collateral Account, apply such
                  funds to the payment of the Obligations and any other amounts
                  as shall from time to time have become due and payable by the
                  Borrower to the Lenders or the Issuer under the Loan
                  Documents.

         (iv)     At any time while any Default is continuing, neither the
                  Borrower nor any Person claiming on behalf or of through the
                  Borrower shall have any right to withdraw any


                                      -60-
<PAGE>   68

                  of the funds held in the Facility LC Collateral Account. After
                  all of the Obligations have been indefeasibly paid in full and
                  the Aggregate Commitment has been terminated, any funds
                  remaining, in the Facility LC Collateral Account shall be
                  returned by the Agent to the Borrower or paid to whomever may
                  be legally entitled thereto at such time.

         (v)      If, within 30 days after acceleration of the maturity of the
                  Obligations or termination of the obligations of the Lenders
                  to make Credit Extensions and the obligation and power of the
                  Issuer to issue Facility LCs hereunder as a result of any
                  Default (other than any Default as described in Section 7.6 or
                  7.7 with respect to the Borrower) and before any judgment or
                  decree for the payment of the Obligations due shall have been
                  obtained or entered, the Required Lenders (in their sole
                  discretion) shall so direct, the Agent shall, by notice to the
                  Borrower, rescind and annul such acceleration and/or
                  termination.

         8.2. Amendments. Subject to the provisions of this Article VIII, the
Required Lenders (or the Agent with the consent in writing of the Required
Lenders) and the Borrower may enter into agreements supplemental hereto for the
purpose of adding or modifying any provisions to the Loan Documents or changing
in any manner the rights of the Lenders or the Borrower hereunder or waiving any
Default hereunder; provided, however, that no such supplemental agreement shall,
without the consent of all of the Lenders:

         (i)      Extend the final maturity of any Loan, or extend the expiry
                  date of any Facility LC to a date after the Facility
                  Termination Date or postpone any regularly scheduled payment
                  of principal of any Loan or forgive all or any portion of the
                  principal amount thereof or any Reimbursement Obligation
                  related thereto, or reduce the rate or extend the time of
                  payment of interest or fees on any Loan or any Reimbursement
                  Obligations related thereto.

         (ii)     Reduce the percentage specified in the definition of Required
                  Lenders.

         (iii)    Extend the Facility Termination Date or reduce the amount or
                  extend the payment date for, the mandatory payments required
                  under Section 2.2, or increase the amount of the Aggregate
                  Commitment, the Revolving Credit Commitment or the Facility LC
                  Commitment or permit the Borrower to assign its rights under
                  this Agreement.

         (iv)     Amend this Section 8.2 or Section 11.2.

         (v)      Release any Guarantor of any Credit Extension or, except as
                  provided in the Collateral Documents, release any substantial
                  part of the Collateral during any calendar year. For purposes
                  of this subsection, "substantial" means any Collateral, the
                  aggregate book value of which is worth an amount equal to or
                  greater than ten percent (10%) of the tangible net worth of
                  Borrower calculated pursuant to Agreement Accounting
                  Principles per annum.


                                      -61-
<PAGE>   69


No amendment of any provision of this Agreement relating to the Agent shall be
effective without the written consent of the Agent, and no amendment of any
provision relating to the Issuer shall be effective without the written consent
of the Issuer. The Agent may waive payment of the fee required under Section
12.3.2 without obtaining the consent of any other party to this Agreement.

         8.3. Preservation of Rights. No delay or omission of the Lenders, the
Issuer or the Agent to exercise any right under the Loan Documents shall impair
such right or be construed to be a waiver of any Default or an acquiescence
therein, and the making of a Credit Extension notwithstanding the existence of a
Default or the inability of the Borrower to satisfy the conditions precedent to
such Credit Extension shall not constitute any waiver or acquiescence. Any
single or partial exercise of any such right shall not preclude other or further
exercise thereof or the exercise of any other right, and no waiver, amendment or
other variation of the terms, conditions or provisions of the Loan Documents
whatsoever shall be valid unless in writing signed by the Lenders required
pursuant to Section 8.2, and then only to the extent in such writing
specifically set forth. All remedies contained in the Loan Documents or by law
afforded shall be cumulative and all shall be available to the Agent, the Issuer
and the Lenders until the Obligations have been paid in full.


                                   ARTICLE IX

                               GENERAL PROVISIONS

         9.1. Survival of Representations. All representations and warranties of
the Borrower contained in this Agreement shall survive the making of the Credit
Extensions herein contemplated.

         9.2. Governmental Regulation. Anything contained in this Agreement to
the contrary notwithstanding, neither the Issuer nor any Lender shall be
obligated to extend credit to the Borrower in violation of any limitation or
prohibition provided by any applicable statute or regulation.

         9.3. Headings. Section headings in the Loan Documents are for
convenience of reference only, and shall not govern the interpretation of any of
the provisions of the Loan Documents.

         9.4. Entire Agreement. The Loan Documents embody the entire agreement
and understanding among the Borrower, the Agent, the Issuer and the Lenders and
supersede all prior agreements and understandings among the Borrower, the Agent,
the Issuer and the Lenders relating to the subject matter thereof other than the
fee letter described in Section 10.13. In the event of any conflict between the
terms of this Agreement and those of any other Loan Document, the terms of this
Agreement shall control, subject to the provisions of Section 9.16.

         9.5. Several Obligations; Benefits of this Agreement. The respective
obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other (except to the extent to which the
Agent is authorized to act as such). The failure of any Lender to perform any of
its obligations hereunder shall not relieve any other Lender from any of its


                                      -62-
<PAGE>   70


obligations hereunder. This Agreement shall not be construed so as to confer any
right or benefit upon any Person other than the parties to this Agreement and
their respective successors and assigns, provided, however, that the parties
hereto expressly agree that the Arranger shall enjoy the benefits of the
provisions of Sections 9.6, 9.10 and 10.11 to the extent specifically set forth
therein and shall have the right to enforce such provisions on its own behalf
and in its own name to the same extent as if it were a party to this Agreement.

         9.6. Expenses; Indemnification. (i) The Borrower shall reimburse the
Agent and the Arranger for any costs, internal charges and out-of-pocket
expenses (including attorneys' fees and time charges of attorneys for the Agent,
which attorneys may be employees of the Agent) paid or incurred by the Agent or
the Arranger in connection with the preparation, negotiation, execution,
delivery, syndication, review, amendment, modification, and administration of
the Loan Documents. The Borrower also agrees to reimburse the Agent, the
Arranger, the Issuer and the Lenders for any costs, internal charges and
out-of-pocket expenses (including attorneys' fees and time charges of attorneys
for the Agent, the Arranger, the Issuer and the Lenders, which attorneys may be
employees of the Agent, the Arranger, the Issuer or the Lenders) paid or
incurred by the Agent, the Arranger, the Issuer or any Lender in connection with
the collection and enforcement of the Loan Documents. Expenses being reimbursed
by the Borrower under this Section include, without limitation, the cost and
expense of an annual on site inspection and audit of Borrower's Inventory (or
any other collateral the subject of the Collateral Documents) and costs and
expenses incurred in connection with the Reports described in the following
sentence. The Borrower acknowledges that from time to time the Agent may prepare
and may distribute to the Lenders (but shall have no obligation or duty to
prepare or to distribute to the Lenders) certain audit reports (the "Reports")
pertaining to the Borrower's assets for internal use by the Agent from
information furnished to it by or on behalf of the Borrower, after the Agent has
exercised its rights of inspection pursuant to this Agreement.

         (ii)     The Borrower hereby further agrees to indemnify the Agent, the
                  Arranger, the Issuer and each Lender, its directors, officers
                  and employees against all losses, claims, damages, penalties,
                  judgments, liabilities and expenses (including, without
                  limitation, all expenses of litigation or preparation therefor
                  whether or not the Agent, the Arranger, the Issuer or any
                  Lender is a party thereto) which any of them may pay or incur
                  arising out of or relating to this Agreement, the other Loan
                  Documents, the transactions contemplated hereby or the direct
                  or indirect application or proposed application of the
                  proceeds of any Credit Extension hereunder, INCLUDING ANY OF
                  SUCH ARISING FROM ANY OF SAID INDEMNIFIED PARTIES' OWN
                  NEGLIGENCE OR UNDER ANY DOCTRINE OF STRICT LIABILITY, except
                  to the extent that they are determined in a final
                  non-appealable judgment by a court of competent jurisdiction
                  to have resulted from the gross negligence or willful
                  misconduct of the party seeking indemnification. The
                  obligations of the Borrower under this Section 9.6 shall
                  survive the termination of this Agreement.

         9.7. Numbers of Documents. All statements, notices, closing documents,
and requests hereunder shall be furnished to the Agent with sufficient
counterparts so that the Agent may furnish one to each of the Lenders.


                                      -63-
<PAGE>   71


         9.8. Accounting. Except as provided to the contrary herein, all
accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with Agreement Accounting
Principles, except that any calculation or determination which is to be made on
a consolidated basis shall be made for the Borrower and all its Subsidiaries,
including those Subsidiaries, if any, which are unconsolidated on the Borrower's
audited financial statements.

         9.9. Severability of Provisions. Any provision in any Loan Document
that is held to be inoperative, unenforceable, or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable, or invalid
without affecting the remaining provisions in that jurisdiction or the
operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan Documents are declared
to be severable.

         9.10. Nonliability of Lenders. The relationship between the Borrower on
the one hand and the Lenders, the Issuer and the Agent on the other hand shall
be solely that of borrower and lender. Neither the Agent, the Arranger, the
Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower.
Neither the Agent, the Arranger, the Issuer nor any Lender undertakes any
responsibility to the Borrower to review or inform the Borrower of any matter in
connection with any phase of the Borrower's business or operations. The Borrower
agrees that neither the Agent, the Arranger, the Issuer nor any Lender shall
have liability to the Borrower (whether sounding in tort, contract or otherwise)
for losses suffered by the Borrower in connection with, arising out of, or in
any way related to, the transactions contemplated and the relationship
established by the Loan Documents, or any act, omission or event occurring in
connection therewith, unless it is determined in a final non-appealable judgment
by a court of competent jurisdiction that such losses resulted from the gross
negligence or willful misconduct of the party from which recovery is sought.
Neither the Agent, the Arranger, the Issuer nor any Lender shall have any
liability with respect to, and the Borrower hereby waives, releases and agrees
not to sue for, any special, indirect or consequential damages suffered by the
Borrower in connection with, arising out of, or in any way related to the Loan
Documents or the transactions contemplated thereby.

         9.11. Confidentiality. Each Lender agrees to hold any confidential
information which it may receive from the Borrower pursuant to this Agreement in
confidence, except for disclosure (i) to its Affiliates and to other Lenders and
their respective Affiliates, (ii) to legal counsel, accountants, and other
professional advisors to such Lender or to a Transferee, (iii) to regulatory
officials, (iv) to any Person as required by law, regulation, or legal process,
(v) to any Person in connection with any legal proceeding to which such Lender
is a party, (vi) to such Lender's direct or indirect contractual counterparties
in swap agreements or to legal counsel, accountants and other professional
advisors to such counterparties, and (vii) permitted by Section 12.4.

         9.12. Nonreliance. Each Lender hereby represents that it is not relying
on or looking to any margin stock (as defined in Regulation U of the Board of
Governors of the Federal Reserve System) for the repayment of the Credit
Extensions provided for herein.


                                      -64-
<PAGE>   72


         9.13. Disclosure. Each party hereto (i) acknowledges and agrees that
the Agent, Issuer or any Lender and/or their respective Affiliates from time to
time may hold other investments in, make other loans to or have other
relationships with the Borrower and its Subsidiaries, and (ii) waive any
liability of any such party to any other party hereto, respectively, arising out
of or resulting from such investments, loans or relationships other than
liabilities arising out of the gross negligence or willful misconduct of the
party holding such investment, making such other loan or having such other
relationship with the Borrower and its Subsidiaries.

         9.14. Interest. Each provision in this Agreement and each other Loan
Document is expressly limited so that in no event whatsoever shall the amount
paid, or otherwise agreed to be paid, to the Agent or any Lender, or charged,
contracted for, reserved, taken or received by the Agent or any Lender, for the
use, forbearance or detention of the money to be loaned under this Agreement or
any Loan Document or otherwise (including any sums paid as required by any
covenant or obligation contained herein or in any other Loan Document which is
for the use, forbearance or detention of such money), exceed that amount of
money which would cause the effective rate of interest to exceed the Highest
Lawful Rate, and all amounts owed under this Agreement and each other Loan
Document shall be held to be subject to reduction to the effect that such
amounts so paid or agreed to be paid, charged, contracted for, reserved, taken
or received which are for the use, forbearance or detention of money under this
Agreement or such Loan Document shall in no event exceed that amount of money
which would cause the effective rate of interest to exceed the Highest Lawful
Rate. Anything herein or in any Note or any other Loan Document to the contrary
notwithstanding, the Borrower shall not be required to pay unearned interest and
the Borrower shall not be required to pay interest on the Obligations at a rate
in excess of the Highest Lawful Rate, and if the effective rate of interest
which would otherwise be payable hereunder, under such Note or such Loan
Documents would exceed the Highest Lawful Rate, or if any Lender or the holder
of such Note shall receive any unearned interest or shall receive monies that
are deemed to constitute interest which would increase the effective rate of
interest payable by the Borrower hereunder or under such Note or other Loan
Documents to a rate in excess of the Highest Lawful Rate, then (a) the amount of
interest which would otherwise be payable by the Borrower shall be reduced to
the amount allowed under applicable law and (b) any unearned interest paid by
the Borrower or any interest paid by the Borrower in excess of the Highest
Lawful Rate shall in the first instance be credited on the principal of the
Obligations of the Borrower (or if all such Obligations shall have been paid in
full, refunded to the Borrower). It is further agreed that, without limitation
of the foregoing, all calculations of the rate of interest contracted for,
reserved, taken, charged or received by any Lender under the Notes and the
Obligations and under the other Loan Documents are made for the purpose of
determining whether such rate exceeds the Highest Lawful Rate, and shall be
made, to the extent permitted by usury laws applicable to such Lender, by
amortizing, prorating and spreading in equal parts during the period of the full
stated term of the Notes and this Agreement all interest at any time contracted
for, charged or received by such Lender in connection therewith. Furthermore, in
the event that the maturity of any Obligation is accelerated or in the event of
any required or permitted prepayment, then such consideration that constitutes
interest under applicable law may never include more than the maximum amount
allowed by applicable law and excess interest, if any, provided for in this
Agreement, any Note or otherwise shall be canceled automatically as of the date
of such acceleration or prepayment and, if theretofore paid, shall be refunded
to the Borrower.


                                      -65-
<PAGE>   73


         9.15 Excess Share Certificates. The Agent and the Lenders acknowledge
that circumstances have required that the Borrower deliver to Agent such stock
certificates of Foreign Subsidiaries as were available at the Closing Date, and
in some cases, while the Borrower has agreed to pledge to the Agent and the
Lenders only 66% of the Capital Stock of first tier Foreign Subsidiaries, the
Borrower has in fact delivered to Agent stock certificates representing, in some
cases, 100% of the Capital Stock of certain Foreign Subsidiaries. Lender and
Agent acknowledge and agree that in no event shall Agent or any Lender be deemed
to have (and they each hereby disclaim and deny) any Lien upon, security
interest in or claim upon any shares of Capital Stock in excess of 66% thereof,
and the Agent and the Lenders agree to surrender such stock certificates as may
evidence more than 66% of the Capital Stock of any Foreign Subsidiary to the
Borrower upon request of Borrower, in exchange for a stock certificate
representing 66% of the Capital Stock of any such Foreign Subsidiary.

         9.16 Survival of Prior Agreements. The rights and privileges afforded
the Agent and the Arranger in that certain Commitment Letter and that certain
Fee Letter, both dated July 3, 2000 among said parties and Borrower shall
survive the execution of this Agreement and the Closing Date and Agent and
Arranger shall continue to be entitled to the benefits thereof.

         9.17 Guarantor's Acknowledgment and Consent. The Borrower is a party to
certain Collateral Documents pursuant to which the Borrower has created Liens in
favor of the Agent on certain Collateral to secure the Obligations. Each of the
Guarantors party hereto is a party to certain Collateral Documents and the
Guaranty, pursuant to which each such Guarantor has (i) guarantied the
Obligations and (ii) created Liens in favor of the Agent on behalf of the
Lenders on certain Collateral to secure the Secured Obligations. The Collateral
Documents and the Guaranty are collectively referred to herein as the "Credit
Support Documents."

                  Each Guarantor hereby acknowledges that it has reviewed the
terms and provisions of this Agreement, the Collateral Documents and the
Guaranty and consents to the further amendment of the Original Credit Agreement
pursuant to this Agreement. Each Guarantor hereby confirms that each Credit
Support Document to which it is a party or otherwise bound and all Collateral
encumbered thereby will continue to guaranty or secure, as the case may be, to
the fullest extent possible the payment and performance of all "Secured
Obligations," as the case may be (in each case as such terms are defined in the
applicable Credit Support Document), including without limitation the payment
and performance of all such "Obligations," "Guaranteed Debt" or "Secured
Obligations," as the case may be, in respect of the Obligations of the Borrower
now or hereafter existing under or in respect of this Agreement and the Notes.

                  Each Guarantor acknowledges and agrees that any of the Credit
Support Documents to which it is a party or otherwise bound shall continue in
full force and effect and that all of its obligations thereunder shall be valid
and enforceable and shall not be impaired or limited by the execution or
effectiveness of this Agreement. Each Guarantor represents and warrants that all
representations and warranties contained in this Agreement and the other Credit
Support Documents to which it is a party or otherwise bound are true, correct
and complete in all material respects on and


                                      -66-
<PAGE>   74


as of the date hereof to the same extent as though made on and as of that date,
except to the extent such representations and warranties specifically relate to
an earlier date, in which case they were true, correct and complete in all
material respects on and as of such earlier date.

                  Each Guarantor acknowledges and agrees that (i)
notwithstanding the conditions to effectiveness set forth in this Agreement,
such Guarantor is not required by the terms of the Original Credit Agreement,
this Agreement or any other Loan Document to consent to the amendments to the
Original Credit Agreement effected pursuant to this Agreement, and (ii) nothing
in the Original Credit Agreement, this Agreement or any other Loan Document
shall be deemed to require the consent of such Guarantor to any future
amendments to this Agreement.


                                    ARTICLE X

                                    THE AGENT

         10.1. Appointment; Nature of Relationship. Bank One is hereby appointed
by each of the Lenders as its contractual representative (herein referred to as
the "Agent") hereunder and under each other Loan Document, and each of the
Lenders irrevocably authorizes the Agent to act as the contractual
representative of such Lender with the rights and duties expressly set forth
herein and in the other Loan Documents. The Agent agrees to act as such
contractual representative upon the express conditions contained in this Article
X. Notwithstanding the use of the defined term "Agent,"it is expressly
understood and agreed that the Agent shall not have any fiduciary
responsibilities to any Lender by reason of this Agreement or any other Loan
Document and that the Agent is merely acting as the contractual representative
of the Lenders with only those duties as are expressly set forth in this
Agreement and the other Loan Documents. In its capacity as the Lenders'
contractual representative, the Agent (i) does not hereby assume any fiduciary
duties to any of the Lenders, (ii) is a "representative" of the Lenders within
the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting
as an independent contractor, the rights and duties of which are limited to
those expressly set forth in this Agreement and the other Loan Documents. Each
of the Lenders hereby agrees to assert no claim against the Agent on any agency
theory or any other theory of liability for breach of fiduciary duty, all of
which claims each Lender hereby waives.

         10.2. Powers. The Agent shall have and may exercise such powers under
the Loan Documents as are specifically delegated to the Agent by the terms of
each thereof, together with such powers as are reasonably incidental thereto.
The Agent shall have no implied duties to the Lenders, or any obligation to the
Lenders to take any action thereunder except any action specifically provided by
the Loan Documents to be taken by the Agent.

         10.3. General Immunity. Neither the Agent nor any of its directors,
officers, agents or employees shall be liable to the Borrower, the Lenders or
any Lender for any action taken or omitted to be taken by it or them hereunder
or under any other Loan Document or in connection herewith or therewith except
to the extent such action or inaction is determined in a final non-appealable
judgment by a court of competent jurisdiction to have arisen from the gross
negligence or willful misconduct of such Person.


                                      -67-
<PAGE>   75


         10.4. No Responsibility for Loans, Recitals, etc. Neither the Agent nor
any of its directors, officers, agents or employees shall be responsible for or
have any duty to ascertain, inquire into, or verify (a) any statement, warranty
or representation made in connection with any Loan Document or any borrowing
hereunder; (b) the performance or observance of any of the covenants or
agreements of any obligor under any Loan Document, including, without
limitation, any agreement by an obligor to furnish information directly to each
Lender; (c) the satisfaction of any condition specified in Article IV, except
receipt of items required to be delivered solely to the Agent; (d) the existence
or possible existence of any Default or Unmatured Default; (e) the validity,
enforceability, effectiveness, sufficiency or genuineness of any Loan Document
or any other instrument or writing furnished in connection therewith; (f) the
value, sufficiency, creation, perfection or priority of any Lien in any
collateral security; or (g) the financial condition of the Borrower or any
guarantor of any of the Obligations or of any of the Borrower's or any such
guarantor's respective Subsidiaries. The Agent shall have no duty to disclose to
the Lenders information that is not required to be furnished by the Borrower to
the Agent at such time, but is voluntarily furnished by the Borrower to the
Agent (either in its capacity as Agent or in its individual capacity).

         10.5. Action on Instructions of Lenders. The Agent shall in all cases
be fully protected in acting, or in refraining from acting, hereunder and under
any other Loan Document in accordance with written instructions signed by the
Required Lenders or 100% of the Lenders where required hereunder, and such
instructions and any action taken or failure to act pursuant thereto shall be
binding on all of the Lenders. The Lenders hereby acknowledge that the Agent
shall be under no duty to take any discretionary action permitted to be taken by
it pursuant to the provisions of this Agreement or any other Loan Document
unless it shall be requested in writing to do so by the Required Lenders. The
Agent shall be fully justified in failing or refusing to take any action
hereunder and under any other Loan Document unless it shall first be indemnified
to its satisfaction by the Lenders pro rata against any and all liability, cost
and expense that it may incur by reason of taking or continuing to take any such
action.

         10.6. Employment of Agents and Counsel. The Agent may execute any of
its duties as Agent hereunder and under any other Loan Document by or through
employees, agents, and attorneys-in-fact and shall not be answerable to the
Lenders, except as to money or securities received by it or its authorized
agents, for the default or misconduct of any such agents or attorneys-in-fact
selected by it with reasonable care. The Agent shall be entitled to advice of
counsel concerning the contractual arrangement between the Agent and the Lenders
and all matters pertaining to the Agent's duties hereunder and under any other
Loan Document.

         10.7. Reliance on Documents; Counsel. The Agent shall be entitled to
rely upon any Note, notice, consent, certificate, affidavit, letter, telegram,
statement, paper or document believed by it to be genuine and correct and to
have been signed or sent by the proper person or persons, and, in respect to
legal matters, upon the opinion of counsel selected by the Agent, which counsel
may be employees of the Agent.


                                      -68-
<PAGE>   76


         10.8. Agent's Reimbursement and Indemnification. The Lenders agree to
reimburse and indemnify the Agent ratably in proportion to their respective
Commitments (or, if the Commitments have been terminated, in proportion to their
Commitments immediately prior to such termination) (i) for any amounts not
reimbursed by the Borrower for which the Agent is entitled to reimbursement by
the Borrower under the Loan Documents, (ii) for any other expenses incurred by
the Agent on behalf of the Lenders, in connection with the preparation,
execution, delivery, administration and enforcement of the Loan Documents
(including, without limitation, for any expenses incurred by the Agent in
connection with any dispute between the Agent and any Lender or between two or
more of the Lenders) and (iii) for any liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind and nature whatsoever which may be imposed on, incurred by or
asserted against the Agent in any way relating to or arising out of the Loan
Documents or any other document delivered in connection therewith or the
transactions contemplated thereby (including, without limitation, for any such
amounts incurred by or asserted against the Agent in connection with any dispute
between the Agent and any Lender or between two or more of the Lenders), or the
enforcement of any of the terms of the Loan Documents or of any such other
documents, INCLUDING ANY OF SUCH ARISING FROM THE AGENT'S OWN NEGLIGENCE OR
UNDER ANY DOCTRINE OF STRICT LIABILITY, provided that (i) no Lender shall be
liable for any of the foregoing to the extent any of the foregoing is found in a
final non-appealable judgment by a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of the Agent and (ii)
any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding
the provisions of this Section 10.8, be paid by the relevant Lender in
accordance with the provisions thereof. The obligations of the Lenders under
this Section 10.8 shall survive payment of the Obligations and termination of
this Agreement.

         10.9. Notice of Default. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Unmatured Default
hereunder unless the Agent has received written notice from a Lender or the
Borrower referring to this Agreement describing such Default or Unmatured
Default and stating that such notice is a "notice of default". In the event that
the Agent receives such a notice, the Agent shall give prompt notice thereof to
the Lenders. Receipt by Agent of a notice of termination from any of the
Guarantors under the "Termination" Section of the Guaranty shall be a notice of
default.

         10.10. Rights as a Lender. In the event the Agent is a Lender, the
Agent shall have the same rights and powers hereunder and under any other Loan
Document with respect to its Commitment and its Credit Extensions as any Lender
and may exercise the same as though it were not the Agent, and the term "Lender"
or "Lenders" shall, at any time when the Agent is a Lender, unless the context
otherwise indicates, include the Agent in its individual capacity. The Agent and
its Affiliates may accept deposits from, lend money to, and generally engage in
any kind of trust, debt, equity or other transaction, in addition to those
contemplated by this Agreement or any other Loan Document, with the Borrower or
any of its Subsidiaries in which the Borrower or such Subsidiary is not
restricted hereby from engaging with any other Person. The Agent, in its
individual capacity, is not obligated to remain a Lender.


                                      -69-
<PAGE>   77

         10.11. Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Agent, the Arranger or any other
Lender and based on the financial statements prepared by the Borrower and such
other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement and the other Loan
Documents. Each Lender also acknowledges that it will, independently and without
reliance upon the Agent, the Arranger or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement and the other Loan Documents.

         10.12. Successor Agent. The Agent may resign at any time by giving
written notice thereof to the Lenders and the Borrower, such resignation to be
effective upon the appointment of a successor Agent or, if no successor Agent
has been appointed, forty-five days after the retiring Agent gives notice of its
intention to resign. The Agent may be removed at any time with or without cause
by written notice received by the Agent from the Required Lenders, such removal
to be effective on the date specified by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint, on
behalf of the Borrower and the Lenders, a successor Agent. If no successor Agent
shall have been so appointed by the Required Lenders within thirty days after
the resigning Agent's giving notice of its intention to resign, then the
resigning Agent may appoint, on behalf of the Borrower and the Lenders, a
successor Agent. Notwithstanding the previous sentence, the Agent may at any
time without the consent of the Borrower or any Lender, appoint any of its
Affiliates which is a commercial bank as a successor Agent hereunder. If the
Agent has resigned or been removed and no successor Agent has been appointed,
the Lenders may perform all the duties of the Agent hereunder and the Borrower
shall make all payments in respect of the Obligations to the applicable Lender
and for all other purposes shall deal directly with the Lenders. No successor
Agent shall be deemed to be appointed hereunder until such successor Agent has
accepted the appointment. Any such successor Agent shall be a commercial bank
having capital and retained earnings of at least $100,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the resigning or removed Agent. Upon
the effectiveness of the resignation or removal of the Agent, the resigning or
removed Agent shall be discharged from its duties and obligations hereunder and
under the Loan Documents. After the effectiveness of the resignation or removal
of an Agent, the provisions of this Article X shall continue in effect for the
benefit of such Agent in respect of any actions taken or omitted to be taken by
it while it was acting as the Agent hereunder and under the other Loan
Documents. In the event that there is a successor to the Agent by merger, or the
Agent assigns its duties and obligations to an Affiliate pursuant to this
Section 10.12, then the term "Corporate Base Rate" as used in this Agreement
shall mean the prime rate, base rate or other analogous rate of the new Agent.

         10.13. Agent's Fee. The Borrower agrees to pay to the Agent, for its
own account, the fees agreed to by the Borrower and the Agent pursuant to those
certain letter agreements between inter alia, the Agent and the Borrower, each
dated July 3, 2000, or as otherwise agreed from time to time.

         10.14. Delegation to Affiliates. The Borrower and the Lenders agree
that the Agent may delegate any of its duties under this Agreement to any of its
Affiliates. Any such Affiliate (and such


                                      -70-
<PAGE>   78

Affiliate's directors, officers, agents and employees) which performs duties in
connection with this Agreement shall be entitled to the same benefits of the
indemnification, waiver and other protective provisions to which the Agent is
entitled under Articles IX and X.

         10.15. Execution of Collateral Documents. The Lenders hereby empower
and authorize the Agent to execute and deliver to the Borrower on their behalf
the Collateral Documents and all related financing statements and any financing
statements, agreements, documents or instruments as shall be necessary or
appropriate to effect the purposes of the Collateral Documents.

         10.16. Collateral Releases. The Lenders hereby empower and authorize
the Agent to execute and deliver to the Borrower on their behalf any agreements,
documents or instruments as shall be necessary or appropriate to effect any
releases of Collateral which shall be permitted by the terms hereof or of any
other Loan Document or which shall otherwise have been approved by the Required
Lenders (or, if required by the terms of Section 8.2, all of the Lenders) in
writing.

         10.17 Agents. Notwithstanding anything herein to the contrary, none of
Credit Lyonnais New York Branch as Documentation Agent, Firstar Bank, N.A., as
Syndication Agent or Union Planters Bank, N.A., as Co-Agent, nor any of their
successors and assigns as Agents (other than as the Agent) shall have any
duties, obligations or liabilities as Agents (other than as the Agent) in
addition to or different from any duties, obligations or liabilities such
entities have as Lenders.


                                   ARTICLE XI

                            SETOFF; RATABLE PAYMENTS

         11.1. Setoff. In addition to, and without limitation of, any rights of
the Lenders under applicable law, if the Borrower becomes insolvent, however
evidenced, or any Default occurs, any and all deposits (including all account
balances, whether provisional or final and whether or not collected or
available) and any other Indebtedness at any time held or owing by any Lender or
any Affiliate of any Lender to or for the credit or account of the Borrower may
be offset and applied toward the payment of the Obligations owing to such
Lender, whether or not the Obligations, or any part hereof, shall then be due.

         11.2. Ratable Payments. If any Lender, whether by setoff or otherwise,
has payment made to it upon its Outstanding Credit Exposure (other than payments
received pursuant to Section 3.1, 3.2, 3.4 or 3.5) in a greater proportion than
that received by any other Lender, such Lender agrees, promptly upon demand, to
purchase a portion of the Aggregate Outstanding Credit Exposure held by the
other Lenders so that after such purchase each Lender will hold its Pro Rata
Share of the Aggregate Outstanding Credit Exposure. If any Lender, whether in
connection with setoff or amounts which might be subject to setoff or otherwise,
receives collateral or other protection for its Obligations or such amounts
which may be subject to setoff, such Lender agrees, promptly upon demand, to
take such action necessary such that all Lenders share in the benefits of such
collateral ratably in proportion to their respective Pro Rata Shares of the
Aggregate Outstanding Credit Exposure. In case any such payment is disturbed by
legal process, or otherwise, appropriate further adjustments shall be made.


                                      -71-
<PAGE>   79


                                   ARTICLE XII

                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

         12.1. Successors and Assigns. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrower and the
Lenders and their respective successors and assigns, except that (i) the
Borrower shall not have the right to assign its rights or obligations under the
Loan Documents and (ii) any assignment by any Lender must be made in compliance
with Section 12.3. Notwithstanding clause (ii) of this Section, any Lender may
at any time, without the consent of the Borrower or the Agent, assign all or any
portion of its rights under this Agreement and any Note to a Federal Reserve
Bank; provided, however, that no such assignment to a Federal Reserve Bank shall
release the transferor Lender from its obligations hereunder. The Agent may
treat the Person which made any Credit Extension or which holds any Note as the
owner thereof for all purposes hereof unless and until such Person complies with
Section 12.3 in the case of an assignment thereof or, in the case of any other
transfer, a written notice of the transfer is filed with the Agent. Any assignee
or transferee of the rights to any Credit Extension or any Note agrees by
acceptance of such transfer or assignment to be bound by all the terms and
provisions of the Loan Documents. Any request, authority or consent of any
Person, who at the time of making such request or giving such authority or
consent is the owner of the rights to any Credit Extension (whether or not a
Note has been issued in evidence thereof), shall be conclusive and binding on
any subsequent holder, transferee or assignee of the rights to such Credit
Extension.

         12.2. Participations.

                  12.2.1. Permitted Participants; Effect. Any Lender may, in the
         ordinary course of its business and in accordance with applicable law,
         at any time sell to one or more banks or other entities
         ("Participants") participating interests in any Outstanding Credit
         Exposure of such Lender, any Note held by such Lender, any Commitment
         of such Lender or any other interest of such Lender under the Loan
         Documents. In the event of any such sale by a Lender of participating
         interests to a Participant, such Lender's obligations under the Loan
         Documents shall remain unchanged, such Lender shall remain solely
         responsible to the other parties hereto for the performance of such
         obligations, such Lender shall remain the owner of its Outstanding
         Credit Exposure and the holder of any Note issued to it in evidence
         thereof for all purposes under the Loan Documents, all amounts payable
         by the Borrower under this Agreement shall be determined as if such
         Lender had not sold such participating interests, and the Borrower and
         the Agent shall continue to deal solely and directly with such Lender
         in connection with such Lender's rights and obligations under the Loan
         Documents.

                  12.2.2. Voting Rights. Each Lender shall retain the sole right
         to approve, without the consent of any Participant, any amendment,
         modification or waiver of any provision of


                                      -72-
<PAGE>   80


         the Loan Documents other than any amendment, modification or waiver
         with respect to any Credit Extension or Commitment in which such
         Participant has an interest which forgives principal, interest, or any
         Reimbursement Obligation or reduces the interest rate or fees payable
         with respect to any such Credit Extension or Commitment, extends the
         Facility Termination Date, postpones any date fixed for any
         regularly-scheduled payment of principal of or interest on any Loan in
         which such Participant has an interest, or any regularly-scheduled
         payment of fees on any such Credit Extension or Commitment, releases
         any guarantor of any such Credit Extension or releases any collateral
         held in the Facility LC Collateral Account (except in accordance with
         the terms hereof) or all or substantially all of any other collateral,
         if any, securing any such Credit Extension.

                  12.2.3. Benefit of Setoff. The Borrower agrees that each
         Participant shall be deemed to have the right of setoff provided in
         Section 11.1 in respect of its participating interest in amounts owing
         under the Loan Documents to the same extent as if the amount of its
         participating interest were owing directly to it as a Lender under the
         Loan Documents, provided that each Lender shall retain the right of
         setoff provided in Section 11.1 with respect to the amount of
         participating interests sold to each Participant. The Lenders agree to
         share with each Participant, and each Participant, by exercising the
         right of setoff provided in Section 11.1, agrees to share with each
         Lender, any amount received pursuant to the exercise of its right of
         setoff, such amounts to be shared in accordance with Section 11.2 as if
         each Participant were a Lender.

         12.3. Assignments.

                  12.3.1. Permitted Assignments. Any Lender may, in the ordinary
         course of its business and in accordance with applicable law, at any
         time assign to one or more banks or other entities ("Purchasers") all
         or any part of its rights and obligations under the Loan Documents,
         provided, any such assignment must be of a Pro Rata Share of both the
         Revolving Credit Commitment and the Facility LC Commitment of such
         assignor. Such assignment shall be substantially in the form of Exhibit
         12.3.1 or in such other form as may be agreed to by the parties
         thereto. The consent of the Borrower, the Issuer and the Agent shall be
         required prior to an assignment becoming effective with respect to a
         Purchaser which is not a Lender or an Affiliate thereof; provided, if a
         Default has occurred and is continuing, the consent of the Borrower
         shall not be required. Such consent shall not be unreasonably withheld
         or delayed ; provided, however, that in the event that the prospective
         assignee is unable or unwilling to deliver to the Borrower Forms 1001
         or 4224 (or successor forms, as applicable) demonstrating such
         assignee's exemption from United States Taxes with respect to all
         interest payments to be made to such assignee hereunder, then such
         inability or unwillingness shall constitute a reasonable basis for
         refusing to consent to such transfer. Each such assignment with respect
         to a Purchaser which is not a Lender or an Affiliate thereof shall
         (unless each of the Borrower and the Agent otherwise consents) be in an
         amount not less than the lesser of (i) $5,000,000 or (ii) the remaining
         amount of the assigning Lender's Commitment (calculated as at the date
         of such assignment) or outstanding Credit Extensions (if the applicable
         Commitment has been terminated).


                                      -73-
<PAGE>   81


                  12.3.2. Effect; Effective Date. Upon (i) delivery to the Agent
         of an assignment, together with any consents required by Section
         12.3.1, and (ii) payment of a $4,000 fee to the Agent for processing
         such assignment (unless such fee is waived by the Agent), such
         assignment shall become effective on the effective date specified in
         such assignment. The assignment shall contain a representation by the
         Purchaser to the effect that none of the consideration used to make the
         purchase of the Commitment and Outstanding Credit Exposure under the
         applicable assignment agreement constitutes "plan assets" as defined
         under ERISA and that the rights and interests of the Purchaser in and
         under the Loan Documents will not be "plan assets" under ERISA. On and
         after the effective date of such assignment, such Purchaser shall for
         all purposes be a Lender party to this Agreement and any other Loan
         Document executed by or on behalf of the Lenders and shall have all the
         rights and obligations of a Lender under the Loan Documents, to the
         same extent as if it were an original party hereto, and no further
         consent or action by the Borrower, the Lenders or the Agent shall be
         required to release the transferor Lender with respect to the
         percentage of the Aggregate Commitment and Outstanding Credit Exposure
         assigned to such Purchaser. Upon the consummation of any assignment to
         a Purchaser pursuant to this Section 12.3.2, the transferor Lender, the
         Agent and the Borrower shall, if the transferor Lender or the Purchaser
         desires that its Loans be evidenced by Notes, make appropriate
         arrangements so that new Notes or, as appropriate, replacement Notes
         are issued to such transferor Lender and new Notes or, as appropriate,
         replacement Notes, are issued to such Purchaser, in each case in
         principal amounts reflecting their respective Commitments, as adjusted
         pursuant to such assignment.

         12.4. Dissemination of Information. The Borrower authorizes each Lender
to disclose to any Participant or Purchaser or any other Person acquiring an
interest in the Loan Documents by operation of law (each a "Transferee") and any
prospective Transferee any and all information in such Lender's possession
concerning the creditworthiness of the Borrower and its Subsidiaries, including
without limitation any information contained in any Reports; provided that each
Transferee and prospective Transferee agrees to be bound by Section 9.11 of this
Agreement.

         12.5. Tax Treatment. If any interest in any Loan Document is
transferred to any Transferee which is organized under the laws of any
jurisdiction other than the United States or any State thereof, the transferor
Lender shall cause such Transferee, concurrently with the effectiveness of such
transfer, to comply with the provisions of Section 3.5(iv).


                                      -74-
<PAGE>   82


                                  ARTICLE XIII

                                     NOTICES

         13.1. Notices. Except as otherwise permitted by Section 2.14 with
respect to borrowing notices, all notices, requests and other communications to
any party hereunder shall be in writing (including electronic transmission,
facsimile transmission or similar writing) and shall be given to such party: (x)
in the case of the Borrower or the Agent, at its address or facsimile number set
forth on the signature pages hereof, (y) in the case of any Lender, at its
address or facsimile number set forth on its signature page hereof or (z) in the
case of any party, at such other address or facsimile number as such party may
hereafter specify for the purpose by notice to the Agent and the Borrower in
accordance with the provisions of this Section 13.1. Each such notice, request
or other communication shall be effective (i) if given by facsimile
transmission, when transmitted to the facsimile number specified in this Section
and confirmation of receipt is received, (ii) if given by mail, 72 hours after
such communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid, or (iii) if given by any other means, when delivered
(or, in the case of electronic transmission, received) at the address specified
in this Section; provided that notices to the Agent under Article II shall not
be effective until received.

         13.2. Change of Address. The Borrower, the Agent and any Lender may
each change the address for service of notice upon it by a notice in writing to
the other parties hereto.


                                   ARTICLE XIV

                                  COUNTERPARTS

         This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Agreement by signing any such counterpart. This
Agreement shall be effective when it has been executed by the Borrower, the
Agent, the Issuer and the Lenders and each party has notified the Agent by
facsimile transmission or telephone that it has taken such action.


                                      -75-
<PAGE>   83


                                   ARTICLE XV

          CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

         15.1. CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A
CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE
STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL
BANKS. WITHOUT LIMITATION OF THE FOREGOING, NOTHING IN THIS AGREEMENT, OR IN THE
NOTES OR IN ANY OTHER LOAN DOCUMENT SHALL BE DEEMED TO CONSTITUTE A WAIVER OF
ANY RIGHTS WHICH ANY LENDER MAY HAVE UNDER APPLICABLE FEDERAL LEGISLATION
RELATING TO THE AMOUNT OF INTEREST WHICH SUCH LENDER MAY CONTRACT FOR, TAKE,
RECEIVE OR CHARGE IN RESPECT OF THE LOAN AND THE LOAN DOCUMENTS, INCLUDING ANY
RIGHT TO TAKE, RECEIVE, RESERVE AND CHARGE INTEREST AT THE RATE ALLOWED BY THE
LAW OF THE STATE WHERE ANY LENDER IS LOCATED.

         15.2. CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY SUBMITS
TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE
COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER
HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A
COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT
THE RIGHT OF THE AGENT, THE ISSUER OR ANY LENDER TO BRING PROCEEDINGS AGAINST
THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY
THE BORROWER AGAINST THE AGENT, THE ISSUER OR ANY LENDER OR ANY AFFILIATE OF THE
AGENT, THE ISSUER OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN
ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE
BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.

         15.3. WAIVER OF JURY TRIAL. THE BORROWER, THE AGENT, THE ISSUER AND
EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING,
DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN
DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

                                      -76-
<PAGE>   84


         IN WITNESS WHEREOF, the Borrower, the Guarantors, the Lenders and the
Agent have executed this Agreement as of the date first above written.


                                       THE SHAW GROUP INC.


                                       By:
                                          ------------------------------------
                                       Name:  Robert L. Belk
                                       Title: Executive Vice President and
                                              Chief Financial Officer

                                       Address: 8545 United Plaza Boulevard
                                                Baton Rouge, Louisiana 70809
                                                Attention:  Robert L. Belk
                                                Telephone: 225-932-2567
                                                Telecopy:   225-925-9146
                                                E-Mail: bob.belk@shawgrp.com




                                       S-1
<PAGE>   85


                                GUARANTORS:

                                ACL Piping, Inc.
                                Associated Valve, Inc.
                                B.F. Shaw, Inc.
                                C.B.P. Engineering Corp.
                                Eagle Industries, Inc.
                                Field Services, Inc.
                                Gulf Coast Equipment Rental, Inc.
                                IRM/NAPTech Joint Venture, L.L.C.
                                Lone Star Fabricators, Inc.
                                NAPTech PS Corporation
                                Prospect Industries (Holdings), Inc.
                                S&W Consultants, Inc.
                                SAON Properties, Inc.
                                SECORP, Inc.
                                Shaw Alloy Piping Products, Inc.
                                Shaw Capital, Inc.
                                Shaw Connex, Inc.
                                Shaw Constructors, Inc.
                                Shaw Energy Services, Inc.
                                Shaw Fabricators, Inc.
                                Shaw Fronek A/DE, Inc.
                                Shaw Fronek Company, Inc.
                                Shaw-Fronek Fabrication, Inc.
                                Shaw Fronek Power Services, Inc.
                                Shaw FVF, Inc.
                                Shaw Global Energy Services, Inc.
                                Shaw GRP of California
                                Shaw Industrial Supply Co., Inc.
                                Shaw International, Inc.
                                Shaw JV Holdings, Inc.
                                Shaw JV Holdings, L.L.C.
                                Shaw Maintenance, Inc.
                                Shaw Managed Services, Inc.
                                Shaw Manufacturing and Services, Inc.
                                Shaw NAPTech, Inc.
                                Shaw Pipe Shields, Inc.
                                Shaw Power Services, Inc.
                                Shaw Process and Industrial Group, Inc.
                                Shaw Process Fabricators, Inc.
                                Shaw Services Inc.
                                Shaw Sunland Fabricators, Inc.
                                Shaw Word Industries Fabricators, Inc.


                                       S-2
<PAGE>   86

                                Stone & Webster Asia, Inc.
                                Stone & Webster Construction, Inc.
                                Stone & Webster Holding One, Inc.
                                Stone & Webster Holding Two, Inc.
                                Stone & Webster, Inc.
                                Stone & Webster International Holdings, Inc.
                                Stone & Webster International, Inc.
                                Stone & Webster Massachusetts, Inc.
                                Stone & Webster Michigan, Inc.
                                Stone & Webster Purchasing, Inc.
                                SWINC Acquisition Four, Inc.
                                SWINC Acquisition Five, L.L.C.
                                Welding Technology and Supply Inc.
                                Worldwide Industrial Constructors, Inc.


                                By:
                                    -----------------------------------
                                    Secretary



                                      S-3
<PAGE>   87


COMMITMENT:                         BANK ONE, NA,
$55,250,000                         as Agent, as a Lender and as Issuer


                                    By:
                                       ---------------------------------
                                    Name: Michael A. Hoskins
                                    Title:   Managing Director

                                    Address:   c/o Bank One Center, 910 Travis
                                               7th Floor
                                               Houston, Texas 77002
                                    Attention: Michael A. Hoskins
                                    Telephone: 713-751-6304
                                    Telecopy:  713-751-6777
                                    E-Mail:    michael_hoskins@mail.bankone.com




                                      S-4
<PAGE>   88


COMMITMENT:                               CREDIT LYONNAIS NEW YORK BRANCH,
$37,500,000                               as Documentation Agent and as a Lender


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







                                      S-5
<PAGE>   89


COMMITMENT:                        FIRSTAR BANK, N.A., as Syndication Agent and
$40,000,000                        as a Lender


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









                                      S-6
<PAGE>   90


COMMITMENT:                        UNION PLANTERS BANK, N.A.,
$35,000,000                        as Co-Agent and as a Lender

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






                                      S-7
<PAGE>   91


COMMITMENT:                        BNP PARIBAS HOUSTON AGENCY
$25,000,000

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











                                      S-8
<PAGE>   92


COMMITMENT:                        HARRIS TRUST & SAVINGS BANK
$18,750,000

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







                                      S-9
<PAGE>   93


COMMITMENT:                        WACHOVIA BANK, N.A.
$18,500,000

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




                                      S-10
<PAGE>   94


COMMITMENT:                        THE BANK OF NOVA SCOTIA
$15,000,000

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







                                      S-11
<PAGE>   95


COMMITMENT:                        THE MITSUBISHI TRUST & BANKING
$15,000,000                        CORPORATION

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









                                      S-12
<PAGE>   96


COMMITMENT:                        KBC BANK N.V.
$15,000,000

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


                                      S-13
<PAGE>   97


COMMITMENT:                        BANK HAPOALIM B.M., CHICAGO
$10,000,000                        BRANCH

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









                                      S-14
<PAGE>   98


COMMITMENT:                        CHANG HWA COMMERCIAL BANK, LTD.,
$7,500,000                         NEW YORK BRANCH

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





                                      S-15
<PAGE>   99


COMMITMENT:                        NATEXIS BANQUES POPULAIRES
$7,500,000

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







                                      S-16
<PAGE>   100





                                  BANC ONE CAPITAL MARKETS, INC.,
                                  as Lead Arranger and Sole Book Runner


                                  By:
                                     ------------------------------------------
                                  Name:  William V. Clifford,
                                  Title: Managing Director

                                  Address:   1717 Main Street
                                             4th Floor
                                             Dallas, Texas 75201
                                  Attention: William V. Clifford
                                  Telephone: (214) 290-3125
                                  Telecopy:  (214) 290-2336
                                  Email: william_v_clifford@ mail.bankone.com





<PAGE>   101




                        Exhibits and Schedules - Page 25

                                                  PRICING SCHEDULE

<TABLE>
<CAPTION>
                                         APPLICABLE        APPLICABLE        FINANCIAL      PERFORMANCE    COMMITMENT
   LEVEL       LEVERAGE RATIO           LIBOR MARGIN       ABR MARGIN         L/C FEE         L/C FEE          FEE
   -----       --------------           ------------       ----------        ---------      -----------    ----------
<S>            <C>                      <C>               <C>                <C>            <C>            <C>
     I                 <1.00x                  1.500%            0%           1.500%           1.125%         0.375%

    II         > or = to 1.00x, <1.50x         1.750%         0.25%           1.750%           1.313%         0.375%

   III         > or = to 1.50x, <2.00x         2.000%         0.50%           2.000%           1.500%         0.375%

    IV         > or = to 2.00x, <2.50x         2.250%         0.75%           2.250%           1.688%         0.500%

     V         > or = to 2.50x, <3.00x         2.500%         1.00%           2.500%           1.875%         0.500%

    VI             > or = to 3.00x             2.750%         1.25%           2.750%           2.063%         0.500%
</TABLE>

o In addition, L/C Issuing Bank receives 12.5bps fronting fee.


         The Applicable Margin and Applicable Fee Rate shall be determined in
accordance with the foregoing table based on the Borrower's Status as reflected
in the then most recent financial statements described in Section 6.1(i) and
(ii) of the Credit Agreement (the "Financials"). Adjustments, if any, to the
Applicable Margin or Applicable Fee Rate shall be effective five Business Days
after the Agent has received the applicable Financials. If the Borrower fails to
deliver the Financials to the Agent at the time required pursuant to the Credit
Agreement, then the Applicable Margin and Applicable Fee Rate shall be the
highest Applicable Margin and Applicable Fee Rate set forth in the foregoing
table until five days after such Financials are so delivered. Pricing for the
period until the end of the first two quarters following the Closing shall be at
Level V, or higher, if applicable.



                        Exhibits and Schedules - Page 1
<PAGE>   102


                                EXHIBIT 2.13(iv)
                                      NOTE


                                                                          [DATE]


         The Shaw Group Inc., a Louisiana corporation (the "Borrower"), promises
to pay to the order of ____________________________________ (the "Lender") the
aggregate unpaid principal amount of all Loans made by the Lender to the
Borrower pursuant to Article II of the Agreement (as hereinafter defined), in
immediately available funds at the main office of Bank One, NA in Chicago,
Illinois, ______________________, together with interest on the unpaid principal
amount hereof at the rates and on the dates set forth in the Agreement. The
Borrower shall pay the principal of and accrued and unpaid interest on the Loans
in full on the Facility Termination Date.

         The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or otherwise record in accordance with its usual practice, the
date and amount of each Loan and the date and amount of each principal payment
hereunder.

         This Note is one of the Notes issued pursuant to, and is entitled to
the benefits of, the Credit Agreement dated as of July __, 2000 (which, as it
may be amended or modified and in effect from time to time, is herein called the
"Agreement"), among the Borrower, the lenders party thereto, including the
Lender and Bank One, NA, as Issuer and as Agent. Reference is hereby made to
this Agreement for a statement of the terms and conditions governing this Note,
including the terms and conditions under which this Note may be prepaid or its
maturity date accelerated. This Note is secured pursuant to the Collateral
Documents and guaranteed pursuant to the Guaranty, all as more specifically
described in the Agreement, and reference is made thereto for a statement of the
terms and provisions thereof. Capitalized terms used herein and not otherwise
defined herein are used with the meanings attributed to them in the Agreement.


                                            THE SHAW GROUP INC.

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


                        Exhibits and Schedules - Page 2
<PAGE>   103


                   SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
                                       TO
                            NOTE OF                          ,
                                    ------------------------
                             DATED                          ,
                                   ------------------------


<TABLE>
<CAPTION>
                 Principal        Maturity         Principal
                 Amount of       of Interest         Amount         Unpaid
      Date          Loan           Period             Paid          Balance
      ----       ---------       -----------       ---------        -------
<S>             <C>              <C>               <C>              <C>


</TABLE>






                        Exhibits and Schedules - Page 3
<PAGE>   104


                                 EXHIBIT 4.1(v)
                    FORM OF GUARANTOR'S SOLVENCY CERTIFICATE



To:      The Lenders parties to the
         Credit Agreement Described Below

         This Solvency Certificate is furnished pursuant to that certain
Guaranty dated as of July __, 2000 (as amended, modified, renewed or extended
from time to time, the "Guaranty") executed by ________________, a
_____________________ (the "Guarantor") to the Agent for the benefit of the
Lenders party to that certain Credit Agreement dated the date hereof ( as
amended, modified, renewed or extended from time to time, the "Agreement") among
The Shaw Group Inc., as the Borrower, Bank One, NA, as a Lender, the Agent and
the Issuer and the Lenders party thereto. Unless otherwise defined herein,
capitalized terms used in this Solvency Certificate have the meanings ascribed
thereto in the Agreement.

         THE UNDERSIGNED HEREBY CERTIFIES THAT:

         1. I am the duly elected Chief Financial Officer of the Guarantor;

         2. (i) Immediately after the consummation of the transactions to occur
         on the date hereof and immediately following the making of each Credit
         Extension, if any, made on the date hereof and after giving effect to
         the application of the proceeds of such Credit Extension, (a) the fair
         value of the assets of the Guarantor and its Subsidiaries on a
         consolidated basis, at a fair valuation, will exceed the debts and
         liabilities, subordinated, contingent or otherwise, of the Guarantor
         and its Subsidiaries on a consolidated basis; (b) the present fair
         saleable value of the Property of the Guarantor and its Subsidiaries on
         a consolidated basis will be greater than the amount that will be
         required to pay the probable liability of the Guarantor and its
         Subsidiaries on a consolidated basis on their debts and other
         liabilities, subordinated, contingent or otherwise, as such debts and
         other liabilities become absolute and matured; (c) the Guarantor and
         its Subsidiaries on a consolidated basis will be able to pay their
         debts and liabilities, subordinated, contingent or otherwise, as such
         debts and liabilities become absolute and matured; and (d) the
         Guarantor and its Subsidiaries on a consolidated basis will not have
         unreasonably small capital with which to conduct the businesses in
         which they are engaged as such businesses are now conducted and are
         proposed to be conducted after the date hereof.

         (ii)     The Guarantor does not intend to, or to permit any of its
                  Subsidiaries to, and does not believe that it or any of its
                  Subsidiaries will, incur debts beyond its ability to pay such
                  debts as they mature, taking into account the timing of and
                  amounts of cash to be received by it or any such Subsidiary
                  and the timing of the amounts of cash to be payable on or in
                  respect of its Indebtedness or the Indebtedness of any such
                  Subsidiary.


                        Exhibits and Schedules - Page 4
<PAGE>   105



         Executed this _____ day of July, 2000.


                                              [GUARANTOR]



                                               By:
                                                  ------------------------------
                                               Name:
                                                    ----------------------------
                                                      Chief Financial Officer











                        Exhibits and Schedules - Page 5
<PAGE>   106


                                EXHIBIT 4.1 (vii)
                 LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION

To Bank One, NA, as Agent
(the "Agent") under the Credit Agreement Described Below.

Re:      Credit Agreement, dated July __, 2000 (as the same may be amended or
         modified, the "Credit Agreement"), among The Shaw Group Inc., a
         Louisiana corporation (the "Borrower"), the Lenders named therein, the
         Issuer and the Agent. Capitalized terms used herein and not otherwise
         defined herein shall have the meanings assigned thereto in the Credit
         Agreement.

         The Agent is specifically authorized and directed to act upon the
following standing money transfer instructions with respect to the proceeds of
Advances or other extensions of credit from time to time until receipt by the
Agent of a specific written revocation of such instructions by the Borrower,
provided, however, that the Agent may otherwise transfer funds as hereafter
directed in writing by the Borrower in accordance with Section 13.1 of the
Credit Agreement or based on any telephonic notice made in accordance with
Section 2.14 of the Credit Agreement.

Facility Identification Number(s)

[TO BE DETERMINED]
--------------------------------------------------------------------------------
Customer/Account Name: Shaw Group Inc.
                       ---------------------------------------------------------

Transfer Funds To:
Bank One, NA, Chicago, Illinois
--------------------------------------------------------------------------------
ABA Number: 071000013
--------------------------------------------------------------------------------

For Account No. 1059633
                ----------------------------------------------------------------

Reference/Attention To:
Kathleen Murphy (312) 732-5033
--------------------------------------------------------------------------------

Authorized Officer (Customer Representative)    Date
                                                     ---------------------------

(Please Print)                                  Signature
                                                         -----------------------

Bank Officer Name                               Date
                                                     ---------------------------

(Please Print)                                  Signature
                                                         -----------------------


    (Deliver Completed Form to Credit Support Staff For Immediate Processing)


                        Exhibits and Schedules - Page 6
<PAGE>   107


                                 EXHIBIT 6.1(iv)

                             COMPLIANCE CERTIFICATE



To:      The Lenders party to the
         Credit Agreement Described Below

         This Compliance Certificate is furnished pursuant to that certain
Credit Agreement dated as of July __, 2000 (as amended, modified, renewed or
extended from time to time, the "Agreement") among The Shaw Group Inc., a
Louisiana corporation (the "Borrower"), the lenders party thereto and Bank One,
NA, as Agent for the Lenders and as Issuer. Unless otherwise defined herein,
capitalized terms used in this Compliance Certificate have the meanings
attributed to them in the Agreement.

         THE UNDERSIGNED HEREBY CERTIFIES THAT:

         1. I am the duly elected chief financial officer of the Borrower.

         2. I have reviewed the terms of the Agreement and I have made, or have
caused to be made under my supervision, a detailed review of the transactions
and conditions of the Borrower and its Subsidiaries during the accounting period
covered by the attached financial statements.

         3. The examinations described in paragraph 2 did not disclose, and I
have no knowledge of, the existence of any condition or event which constitutes
a Default or Unmatured Default during or at the end of the accounting period
covered by the attached financial statements or as of the date of this
Certificate, except as set forth below.

         4. Schedule I attached hereto sets forth financial data and
computations evidencing the Borrower's compliance with certain covenants of the
Agreement, all of which data and computations are true, complete and correct.

         5. Schedule II attached hereto sets forth the determination of the
interest rates to be paid for Advances, the LC Fee rates and the commitment fee
rates commencing on the fifth day following the delivery hereof.

         6. Schedule III attached hereto sets forth the various reports and
deliveries which are required at this time under the Agreement, the Security
Agreements and the other Loan Documents and the status of compliance.

         Described below are the exceptions, if any, to paragraph 3 listing the
nature and stating the condition or event which constitutes a Default or
Unmatured Default, the period during which it has existed and the action which
the Borrower has taken, is taking, or proposes to take with respect to each such
condition or event:

                        Exhibits and Schedules - Page 7
<PAGE>   108


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

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

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

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


         The foregoing certifications, together with the schedules attached
hereto and the financial statements delivered with this Certificate in support
hereof, are made and delivered this _____ day of _______________, _____.


                                                  The Shaw Group Inc.



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


                        Exhibits and Schedules - Page 8
<PAGE>   109


                      SCHEDULE I TO COMPLIANCE CERTIFICATE

                      Compliance as of _________, ____ with
                          Provisions of Section 6.22 of
                                  the Agreement








                        Exhibits and Schedules - Page 9
<PAGE>   110


                      SCHEDULE II TO COMPLIANCE CERTIFICATE

                    Borrower's Applicable Margin Calculation










                        Exhibits and Schedules - Page 10
<PAGE>   111


                     SCHEDULE III TO COMPLIANCE CERTIFICATE

                      Reports and Deliveries Currently Due
















                        Exhibits and Schedules - Page 11

<PAGE>   112


                                 EXHIBIT 12.3.1

                              ASSIGNMENT AGREEMENT

         This Assignment Agreement (this "Assignment Agreement") between
_______________ ___________________(the "Assignor") and
_________________________ (the "Assignee") is dated as of _____________, 20___.
The parties hereto agree as follows:

         1. PRELIMINARY STATEMENT. The Assignor is a party to a Credit Agreement
(which, as it may be amended, modified, renewed or extended from time to time is
herein called the "Credit Agreement") described in Item 1 of Schedule 1 attached
hereto ("Schedule 1"). Capitalized terms used herein and not otherwise defined
herein shall have the meanings attributed to them in the Credit Agreement.

         2. ASSIGNMENT AND ASSUMPTION. The Assignor hereby sells and assigns to
the Assignee, and the Assignee hereby purchases and assumes from the Assignor,
an interest in and to the Assignor's rights and obligations under the Credit
Agreement and the other Loan Documents, such that after giving effect to such
assignment the Assignee shall have purchased pursuant to this Assignment
Agreement the percentage interest specified in Item 3 of Schedule 1 of all
outstanding rights and obligations under the Credit Agreement and the other Loan
Documents relating to the facilities listed in Item 3 of Schedule 1. The
aggregate Commitment (or Loans, if the applicable Commitment has been
terminated) purchased by the Assignee hereunder is set forth in Item 4 of
Schedule 1.

         3. EFFECTIVE DATE. The effective date of this Assignment Agreement (the
"Effective Date") shall be the later of the date specified in Item 5 of Schedule
1 or two Business Days (or such shorter period agreed to by the Agent) after
this Assignment Agreement, together with any consents required under the Credit
Agreement, are delivered to the Agent. In no event will the Effective Date occur
if (i) the payments required to be made by the Assignee to the Assignor on the
Effective Date are not made on the proposed Effective Date and (ii) the payment
of the recordation fee, described in Section 5 of this Assignment Agreement, is
not made to the Agent on or before the Effective Date. If the Assignee is not
incorporated under the laws of the United States of America or a state thereof,
the Effective Date will not occur unless the Assignee delivers to the Borrower
and the Agent concurrently with the Effective Date two duly completed copies of
United States Internal Revenue Service Form 1001 or 4224 (or replacement or
successor forms, as the case may be), certifying in either case that the
Assignee is entitled to receive payments under the Loan Documents without
deduction or withholding of any United States federal income taxes.

         4. PAYMENT OBLIGATIONS. In consideration for the sale and assignment of
Outstanding Credit Exposure hereunder, the Assignee shall pay the Assignor, on
the Effective Date, the amount agreed to by the Assignor and the Assignee. On
and after the Effective Date, the Assignee shall be entitled to receive from the
Agent all payments of principal, interest, Reimbursement Obligations and fees
with respect to the interest assigned hereby. The Assignee will promptly remit
to the Assignor any interest on Credit Extensions and fees received from the
Agent


                        Exhibits and Schedules - Page 12
<PAGE>   113

which relate to the portion of the Commitment or Outstanding Credit Exposure
assigned to the Assignee hereunder for periods prior to the Effective Date and
not previously paid by the Assignee to the Assignor. In the event that either
party hereto receives any payment to which the other party hereto is entitled
under this Assignment Agreement, then the party receiving such amount shall
promptly remit it to the other party hereto.

         5. RECORDATION FEE. The Assignor and Assignee each agree to pay
one-half of the recordation fee required to be paid to the Agent in connection
with this Assignment Agreement unless otherwise specified in Item 6 of Schedule
1.

         6. REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR'S
LIABILITY. The Assignor represents and warrants that (i) it is the legal and
beneficial owner of the interest being assigned by it hereunder, (ii) such
interest is free and clear of any adverse claim created by the Assignor and
(iii) the execution and delivery of this Assignment Agreement by the Assignor is
duly authorized. It is understood and agreed that the assignment and assumption
hereunder are made without recourse to the Assignor and that the Assignor makes
no other representation or warranty of any kind to the Assignee. Neither the
Assignor nor any of its officers, directors, employees, agents or attorneys
shall be responsible for (i) the due execution, legality, validity,
enforceability, genuineness, sufficiency or collectability of any Loan Document,
including without limitation, documents granting the Assignor and the other
Lenders a security interest in assets of the Borrower or any guarantor, (ii) any
representation, warranty or statement made in or in connection with any of the
Loan Documents, (iii) the financial condition or creditworthiness of the
Borrower or any guarantor, (iv) the performance of or compliance with any of the
terms or provisions of any of the Loan Documents, (v) inspecting any of the
property, books or records of the Borrower, (vi) the validity, enforceability,
perfection, priority, condition, value or sufficiency of any collateral securing
or purporting to secure the Credit Extensions or (vii) any mistake, error of
judgment, or action taken or omitted to be taken in connection with the Credit
Extensions or the Loan Documents.

         7. REPRESENTATIONS AND UNDERTAKINGS OF THE ASSIGNEE. The Assignee (i)
confirms that it has received a copy of the Credit Agreement, together with
copies of the financial statements requested by the Assignee and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment Agreement, (ii) agrees that
it will, independently and without reliance upon the Agent, the Assignor or any
other Lender and based on such documents and information at it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Loan Documents, (iii) appoints and authorizes the
Agent to take such action as agent on its behalf and to exercise such powers
under the Loan Documents as are delegated to the Agent by the terms thereof,
together with such powers as are reasonably incidental thereto, (iv) confirms
that the execution and delivery of this Assignment Agreement by the Assignee is
duly authorized, (v) agrees that it will perform in accordance with their terms
all of the obligations which by the terms of the Loan Documents are required to
be performed by it as a Lender, (vi) agrees that its payment instructions and
notice instructions are as set forth in the attachment to Schedule 1, (vii)
confirms that none of the funds, monies, assets or other consideration being
used to make the purchase and assumption


                        Exhibits and Schedules - Page 13
<PAGE>   114

hereunder are "plan assets" as defined under ERISA and that its rights, benefits
and interests in and under the Loan Documents will not be "plan assets" under
ERISA, (viii) agrees to indemnify and hold the Assignor harmless against all
losses, costs and expenses (including, without limitation, reasonable attorneys'
fees) and liabilities incurred by the Assignor in connection with or arising in
any manner from the Assignee's non-performance of the obligations assumed under
this Assignment Agreement, and (ix) if applicable, attaches the forms prescribed
by the Internal Revenue Service of the United States certifying that the
Assignee is entitled to receive payments under the Loan Documents without
deduction or withholding of any United States federal income taxes.

         8. GOVERNING LAW. This Assignment Agreement shall be governed by the
internal law, and not the law of conflicts, of the State of Illinois and the
United States of America.

         9. NOTICES. Notices shall be given under this Assignment Agreement in
the manner set forth in the Credit Agreement. For the purpose hereof, the
addresses of the parties hereto (until notice of a change is delivered) shall be
the address set forth in the attachment to Schedule 1.

         10. COUNTERPARTS; DELIVERY BY FACSIMILE. This Assignment Agreement may
be executed in counterparts. Transmission by facsimile of an executed
counterpart of this Assignment Agreement shall be deemed to constitute due and
sufficient delivery of such counterpart and such facsimile shall be deemed to be
an original counterpart of this Assignment Agreement.

         IN WITNESS WHEREOF, the duly authorized officers of the parties hereto
have executed this Assignment Agreement by executing Schedule 1 hereto as of the
date first above written.





                        Exhibits and Schedules - Page 14
<PAGE>   115


                                   SCHEDULE 1
                             to Assignment Agreement

1.  Description and Date of Credit Agreement:

2.  Date of Assignment Agreement: _______________, 20_____

3.  Amounts (As of Date of Item 2 above):

                                        Facility  Facility  Facility  Facility

                                           1*        2*        3*        4*
                                        --------  --------  --------  --------
    a.  Assignee's percentage
        of each Facility purchased
        under the Assignment
        Agreement**                       ____%    _____%    _____%    _____%

    b.  Amount of each Facility
        purchased under the
        Assignment Agreement***         $_____    $_____    $_____    $_____

4.  Assignee's Commitment (or Outstanding
    Credit Exposure with respect to
    terminated Commitments)
    purchased hereunder:                        $_______________

5.  Proposed Effective Date:                    ________________

6.  Non-standard Recordation Fee
    Arrangement                               N/A***
                                          [ASSIGNOR/ASSIGNEE
                                           TO PAY 100% OF FEE]
                                          [FEE WAIVED BY AGENT]
Accepted and Agreed:

[NAME OF ASSIGNOR]                        [NAME OF ASSIGNEE]


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




                        Exhibits and Schedules - Page 15
<PAGE>   116


ACCEPTED AND CONSENTED TO BY              ACCEPTED AND CONSENTED TO**** BY
THE SHAW GROUP INC.                       BANK ONE, NA, AS AGENT


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


*    Insert specific facility names per Credit Agreement

**   Percentage taken to 10 decimal places

***  If fee is split 50-50, pick N/A as option

**** Delete if not required by Credit Agreement


                        Exhibits and Schedules - Page 16
<PAGE>   117


                Attachment to SCHEDULE 1 to ASSIGNMENT AGREEMENT

                        ADMINISTRATIVE INFORMATION SHEET

                  Attach Assignor's Administrative Information
                 Sheet, which must include notice addresses for
                          the Assignor and the Assignee
                            (Sample form shown below)

                              ASSIGNOR INFORMATION

CONTACT:


Name:                                     Telephone No.:
     --------------------------------                   ------------------------
Fax No.:                                  Telex No.:
        -----------------------------               ----------------------------
                                          Answerback:
                                                     ---------------------------

PAYMENT INFORMATION:

Name & ABA # of Destination Bank:
                                  ----------------------------------------------

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

Account Name & Number for Wire Transfer:
                                        ----------------------------------------

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

Other Instructions:
                   -------------------------------------------------------------

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

ADDRESS FOR NOTICES FOR ASSIGNOR:
                                 -----------------------------------------------

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

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


                              ASSIGNEE INFORMATION
                                 CREDIT CONTACT:

Name:                                     Telephone No.:
     --------------------------------                   ------------------------
Fax No.:                                  Telex No.:
        -----------------------------               ----------------------------
                                          Answerback:
                                                     ---------------------------

KEY OPERATIONS CONTACTS:

Booking Installation:                     Booking Installation:
                     -----------------                         -----------------
Name:                                     Name:
     ---------------------------------         ---------------------------------
Telephone No.:                            Telephone No.:
              ------------------------                  ------------------------
Fax No.:                                  Fax No.:
        ------------------------------            ------------------------------
Telex No.:                                Telex No.:
          ----------------------------              ----------------------------
Answerback:                               Answerback:
           ---------------------------               ---------------------------



                        Exhibits and Schedules - Page 17
<PAGE>   118



PAYMENT INFORMATION:

Name & ABA # of Destination Bank:
                                 -----------------------------------------------

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

Account Name & Number for Wire Transfer:
                                        ----------------------------------------

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

Other Instructions:
                   -------------------------------------------------------------

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


ADDRESS FOR NOTICES FOR ASSIGNEE:
                                 -----------------------------------------------

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


                        Exhibits and Schedules - Page 18
<PAGE>   119


         BANK ONE, NA INFORMATION

         Assignee will be called promptly upon receipt of the signed agreement.


INITIAL FUNDING CONTACT:                  SUBSEQUENT OPERATIONS CONTACT:

Name:                                     Name:
     ---------------------------------         ---------------------------------
Telephone No.: (   )                      Telephone No.: (   )
               -----------------------                   -----------------------
Fax No.: (   )                            Fax No.: (   )
         -----------------------------             -----------------------------
Telex No.:
          ----------------------------
BONA Telex No.:
               -----------------------


INITIAL FUNDING STANDARDS:


Libor - Fund 2 days after rates are set.


BANK ONE, NA  WIRE INSTRUCTIONS:

ADDRESS FOR NOTICES FOR BONA:











                        Exhibits and Schedules - Page 19
<PAGE>   120


                                SCHEDULE 4.1(xxv)

                         COVENANT COMPLIANCE CALCULATION
                              (See Section 4.1(xxv)









                        Exhibits and Schedules - Page 20

<PAGE>   121


                                  SCHEDULE 5.7

                      LITIGATION AND CONTINGENT OBLIGATIONS
                                (See Section 5.7)











                        Exhibits and Schedules - Page 21
<PAGE>   122


                                  SCHEDULE 5.23

                                BOND OBLIGATIONS
                               (See Section 5.23)












                        Exhibits and Schedules - Page 22
<PAGE>   123


                                SCHEDULE 6.11(ii)

                   INDEBTEDNESS, LIENS AND MATERIAL AGREEMENTS
                    (See Sections 5.12, 5.14, 6.11 and 6.15)


<TABLE>
<CAPTION>
                                                                   Maturity
Indebtedness       Indebtedness     Property                      and Amount
Incurred By        Owed To          Encumbered (If Any)         of Indebtedness
------------       ------------     -------------------         ---------------
<S>                <C>              <C>                         <C>












Material Agreements:

</TABLE>




                        Exhibits and Schedules - Page 23
<PAGE>   124


                                SCHEDULE 6.14(ii)

                       SUBSIDIARIES AND OTHER INVESTMENTS
                           (See Sections 5.8 and 6.14)

<TABLE>
<CAPTION>
         Investment                 Jurisdiction of       Owned       Amount of        Percent
         In                         Organization          By          Investment       Ownership
         ----------                 ---------------       -----       ----------       ---------
<S>                                 <C>                   <C>         <C>              <C>

ACL Piping, Inc.

Aiton Australia Pty Ltd.

Alloy Piping Products, Inc.

Associated Valve, Inc.

B.F. Shaw, Inc.

C.B.P. Engineering Corp.

Cojafex, B.V.

Connex Pipe Systems, Inc.

Fronek-ren, S.R.O.

Fronek A/DE, Inc.

Fronek Engineering and Consulting, Inc.

Fronek Power Services, Inc.

FVF, Incorporated

Inflo Control Systems, Ltd.

IRM/NAPTech Joint Venture, L.L.C.

Lone Star Fabricators, Inc.

NAPTech, Inc.

NAPTech Pressure Systems Corporation

National Fabricators, Inc.

Manufacturas Shaw South America

Pipe Shields, Inc.

Pipework Engineering and Developments, Ltd.
</TABLE>


                        Exhibits and Schedules - Page 24
<PAGE>   125


<TABLE>
<S>                                <C>
Shaw Group International, Inc.

Shaw Group U.K. Holdings, Ltd.

Shaw Group U.K. (Projects), Ltd.

Shaw Heat Treating Service, C.A.

Shaw Holdings South America, C.A.

Shaw Industrial Supply, Inc.

Shaw International, Inc.

Shaw Lancas, C.A.

Shaw Maintenance, Inc.

Shaw Managed Services, Inc.

Shaw Manufacturing and Services, Inc.

Shaw Nass Middle East, W.L.L.

Shaw Overseas (Middle East), Ltd.

Shaw Overseas (Far East), Ltd.

Shaw Power Services, Inc.

Shaw Process and Industrial Group, Inc.

Shaw Trading FSC, Ltd.

Sunland Fabricators, Inc.

UCI Holding, Inc.

Welding Technology & Supply, Inc.

Word Industries Fabricators, Inc.

World Industrial Constructors, Inc.

Worldwide Industrial Constructors, Inc.
</TABLE>



                        Exhibits and Schedules - Page 25