<PAGE>   1

                                                                   EXHIBIT 10.22


                                                                  EXECUTION COPY

                                CREDIT AGREEMENT

                          Dated as of December 1, 2000

                                      among

                      CHICAGO BRIDGE & IRON COMPANY N.V.,

                            THE SUBSIDIARY BORROWERS,

                       THE INSTITUTIONS FROM TIME TO TIME
                            PARTIES HERETO AS LENDERS

                                       and

                                  BANK ONE, NA,
               (HAVING ITS PRINCIPAL OFFICE IN CHICAGO, ILLINOIS),
                             as Administrative Agent

                                       and

                             BANK OF AMERICA, N.A.,
                              as Syndication Agent

                                       and

                          HARRIS TRUST AND SAVINGS BANK
                             as Documentation Agent

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

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

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

                                 SIDLEY & AUSTIN
                                 Bank One Plaza
                            10 South Dearborn Street
                             Chicago, Illinois 60603

================================================================================
<PAGE>   2

                                   TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                        PAGE
<S>                                                                                     <C>
ARTICLE I:  DEFINITIONS................................................................... 1
    1.1.    Certain Defined Terms......................................................... 1
    1.2.    References....................................................................25
    1.3.    Supplemental Disclosure.......................................................25

ARTICLE II:  REVOLVING LOAN FACILITY......................................................25
    2.1.    Revolving Loans...............................................................25
        (A)   Amount of Revolving Loans ..................................................25
        (B)   Borrowing/Election Notice ..................................................26
        (C)   Making of Revolving Loans ..................................................26
    2.2     Swing Line Loans .............................................................26
        (A)   Amount of Swing Line Loans .................................................26
        (B)   Borrowing/Election Notice ..................................................26
        (C)   Making of Swing Line Loans .................................................27
        (D)   Repayment of Swing Line Loans ..............................................27
    2.3     Rate Options for all Advances; Maximum Interest Periods ......................28
    2.4     Optional Payments; Mandatory Prepayments .....................................28
        (A)   Optional Payments...........................................................28
        (B)   Determination of Dollar Amounts of Letters of Credit; Mandatory
              Prepayments of Revolving Loans..............................................28
    2.5     Changes in Commitments .......................................................29
        (A)   Voluntary Commitment Reductions ............................................29
        (B)   Mandatory Commitment Reductions ............................................29
        (C)   Increase in Commitments ....................................................30
    2.6     Method of Borrowing ..........................................................33
    2.7     Method of Selecting Types and Interest Periods for Advances ..................33
    2.8     Minimum Amount of Each Advance ...............................................33
    2.9     Method of Selecting Types and Interest Periods for Conversion and Continuation
            of Advances...................................................................33
        (A)   Right to Convert ...........................................................33
        (B)   Automatic Conversion and Continuation ......................................34
        (C)   No Conversion Post-Default or Post-Unmatured Default .......................34
        (D)   Borrowing/Election Notice ..................................................34
    2.10    Default Rate .................................................................34
    2.11    Method of Payment ............................................................34
        (A)   Method of Payment ..........................................................34
        (B)   Market Disruption ..........................................................35
    2.12    Evidence of Debt .............................................................35
        (A)   Loan Account ...............................................................36
        (B)   Register ...................................................................36
        (C)   Entries in Loan Account and Register .......................................36
        (D)   Noteless Transaction; Notes Issued Upon Request ............................36
    2.13    Telephonic Notices ...........................................................36
</TABLE>

                                       i
<PAGE>   3
<TABLE>
<S>                                                                                       <C>
    2.14    Promise to Pay; Interest and Commitment Fees; Interest Payment Dates; Interest
            and Fee Basis; Taxes; Loan and Control Accounts ..............................37
        (A)   Promise to Pay .............................................................37
        (B)   Interest Payment Dates .....................................................37
        (C)   Commitment Fees; Additional Fees ...........................................37
        (D)   Interest and Fee Basis; Applicable Floating Rate Margins, Applicable
              Eurodollar Margin, Applicable L/C Fee Percentage and Applicable
              Commitment Fee Percentage...................................................38
        (E)   Taxes.......................................................................39
    2.15    Notification of Advances, Interest Rates, Prepayments and Aggregate
            Commitment Reductions.........................................................43
    2.16    Lending Installations ........................................................43
    2.17    Non-Receipt of Funds by the Administrative Agent .............................43
    2.18    Termination Date..............................................................43
    2.19    Replacement of Certain Lenders ...............................................43
    2.20    Subsidiary Borrowers .........................................................44
    2.21    Judgment Currency.............................................................45

ARTICLE III:  THE LETTER OF CREDIT FACILITY...............................................45
    3.1     Obligation to Issue Letters of Credit ........................................45
    3.2     Transitional Provision .......................................................46
    3.3     Types and Amounts ............................................................46
    3.4     Conditions ...................................................................46
    3.5     Procedure for Issuance of Letters of Credit ..................................47
        (A)   Issuance ...................................................................47
        (B)   Notice .....................................................................47
        (C)   No Amendment ...............................................................47
    3.6     Letter of Credit Participation ...............................................47
    3.7     Reimbursement Obligation .....................................................48
    3.8     Letter of Credit Fees ........................................................48
    3.9     Borrower and Issuing Bank Reporting Requirements .............................49
    3.10    Indemnification; Exoneration .................................................49
        (A)   Indemnification ............................................................49
        (B)   Risk Assumption ............................................................50
        (C)   No Liability ...............................................................50
        (D)   Survival of Agreements and Obligations .....................................50
    3.11    Market Disruption ............................................................50

ARTICLE IV:  CHANGE IN CIRCUMSTANCES......................................................51
    4.1     Yield Protection .............................................................51
        (A)   Yield Protection ...........................................................51
        (B)   Non-U.S. Reserve Costs or Fees With Respect to Loans and Letters of Credit
              to Borrowers................................................................52
    4.2     Changes in Capital Adequacy Regulations ......................................52
    4.3     Availability of Types of Advances ............................................53
    4.4     Funding Indemnification ......................................................53
    4.5     Lender Statements; Survival of Indemnity .....................................53

ARTICLE V:  CONDITIONS PRECEDENT..........................................................54
</TABLE>

                                       ii
<PAGE>   4

<TABLE>
<S>                                                                      <C>
    5.1     Initial Advances and Letters of Credit ......................54
    5.2     Initial Advance to Each New Subsidiary Borrower .............55
    5.3     Each Advance and Letter of Credit ...........................56
        (A)   No Defaults ...............................................56
        (B)   Representations and Warranties ............................56
        (C)   Maximum Amounts ...........................................56

ARTICLE VI:  REPRESENTATIONS AND WARRANTIES..............................56
    6.1     Organization; Corporate Powers ..............................57
    6.2     Authority, Execution and Delivery; Transaction Documents ....57
        (A)   Power and Authority .......................................57
        (B)   Execution and Delivery ....................................57
        (C)   Transaction Documents .....................................57
    6.3     No Conflict; Governmental Consents ..........................57
    6.4     Financial Statements ........................................58
        (A)   Pro Forma Financials ......................................58
        (B)   Audited Financial Statements ..............................58
        (C)   Interim Financial Statements ..............................58
    6.5     No Material Adverse Change ..................................58
    6.6     Taxes .......................................................59
        (A)   Tax Examinations ..........................................59
        (B)   Payment of Taxes ..........................................59
    6.7     Litigation; Loss Contingencies and Violations ...............59
    6.8     Subsidiaries ................................................59
    6.9     ERISA .......................................................60
    6.10    Accuracy of Information .....................................61
    6.11    Securities Activities .......................................61
    6.12    Material Agreements .........................................61
    6.13    Compliance with Laws ........................................61
    6.14    Assets and Properties .......................................61
    6.15    Statutory Indebtedness Restrictions .........................62
    6.16    Insurance ...................................................62
    6.17    Environmental Matters .......................................62
        (A)   Environmental Representations .............................62
        (B)   Materiality ...............................................63
    6.18    Representations and Warranties of each Subsidiary Borrower...63
        (A)   Organization and Corporate Powers .........................63
        (B)   Binding Effect ............................................63
        (C)   No Conflict; Government Consent ...........................63
        (D)   Filing ....................................................63
        (E)   No Immunity ...............................................64
        (F)   Application of Representations and Warranties .............64
    6.19    Benefits ....................................................64
    6.20    Acquisition Transactions ....................................64
    6.21    Solvency ....................................................65

ARTICLE VII:  COVENANTS..................................................65
    7.1     Reporting ...................................................65
</TABLE>


                                      iii
<PAGE>   5
<TABLE>
<S>                                                                                      <C>
        (A)     Financial Reporting. Furnish to the Administrative Agent (with sufficient
                copies for each of the Lenders):.........................................65
        (B)     Notice of Default .......................................................66
        (C)     Lawsuits ................................................................67
        (D)     ERISA Notices ...........................................................67
        (E)     Other Indebtedness ......................................................68
        (F)     Other Reports ...........................................................68
        (G)     Environmental Notices ...................................................69
        (H)     Other Information .......................................................69
    7.2    Affirmative Covenants ........................................................69
        (A)     Existence, Etc ..........................................................69
        (B)     Corporate Powers; Conduct of Business ...................................69
        (C)     Compliance with Laws, Etc ...............................................69
        (D)     Payment of Taxes and Claims; Tax Consolidation ..........................69
        (E)     Insurance ...............................................................70
        (F)     Inspection of Property; Books and Records; Discussions ..................70
        (G)     ERISA Compliance ........................................................70
        (H)     Maintenance of Property .................................................70
        (I)     Environmental Compliance ................................................71
        (J)     Use of Proceeds .........................................................71
        (K)     Subsidiary Guarantors ...................................................71
        (L)     Foreign Employee Benefit Compliance .....................................72
    7.3    Negative Covenants ...........................................................72
        (A)     Subsidiary Indebtedness .................................................72
        (B)     Sales of Assets .........................................................73
        (C)     Liens ...................................................................74
        (D)     Investments .............................................................74
        (E)     Contingent Obligations ..................................................75
        (F)     Conduct of Business; Subsidiaries; Acquisitions; H-B Acquisition ........75
        (G)     Transactions with Shareholders and Affiliates ...........................77
        (H)     Restriction on Fundamental Changes ......................................78
        (I)     Sales and Leasebacks ....................................................78
        (J)     Margin Regulations ......................................................78
        (K)     ERISA ...................................................................78
        (L)     Corporate Documents .....................................................79
        (M)     Fiscal Year .............................................................79
        (N)     Subsidiary Covenants ....................................................79
        (O)     Hedging Obligations .....................................................79
        (P)     Issuance of Disqualified Stock ..........................................79
        (Q)     Non-Guarantor Subsidiaries ..............................................79
        (R)     Intercompany Indebtedness ...............................................79
    7.4    Financial Covenants ..........................................................80
        (A)     Maximum Leverage Ratio ..................................................80
        (B)     Minimum Fixed Charge Coverage Ratio .....................................80
        (C)     Minimum Interest Expense Coverage Ratio .................................80
        (D)     Minimum Consolidated Net Worth ..........................................81

ARTICLE VIII:  DEFAULTS..................................................................81
    8.1    Defaults .....................................................................81
</TABLE>

                                       iv
<PAGE>   6
<TABLE>
<S>                                                                   <C>
        (A)   Failure to Make Payments When Due ......................81
        (B)   Breach of Certain Covenants ............................81
        (C)   Breach of Representation or Warranty ...................81
        (D)   Other Defaults .........................................81
        (E)   Default as to Other Indebtedness .......................81
        (F)   Involuntary Bankruptcy; Appointment of Receiver, Etc....82
        (G)   Voluntary Bankruptcy; Appointment of Receiver, Etc .....82
        (H)   Judgments and Attachments ..............................83
        (I)   Dissolution ............................................83
        (J)   Loan Documents .........................................83
        (K)   Termination Event ......................................83
        (L)   Waiver of Minimum Funding Standard .....................83
        (M)   Change of Control ......................................83
        (N)   Environmental Matters ..................................83
        (O)   Guarantor Revocation ...................................83

ARTICLE IX:  ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES...........84
    9.1    Termination of Commitments; Acceleration ..................84
    9.2    Amendments ................................................84
    9.3    Preservation of Rights ....................................85

ARTICLE X:  GUARANTY..................................................85
    10.1   Guaranty ..................................................85
    10.2   Waivers; Subordination of Subrogation .....................86
    10.3   Guaranty Absolute .........................................86
    10.4   Acceleration ..............................................87
    10.5   Marshaling; Reinstatement .................................87
    10.6   Termination Date ..........................................88

ARTICLE XI:  GENERAL PROVISIONS.......................................88
    11.1    Survival of Representations ..............................88
    11.2    Governmental Regulation ..................................88
    11.3    Performance of Obligations ...............................88
    11.4    Headings .................................................89
    11.5    Entire Agreement .........................................89
    11.6    Several Obligations; Benefits of this Agreement ..........89
    11.7    Expenses; Indemnification ................................89
        (A)   Expenses ...............................................89
        (B)   Indemnity ..............................................90
        (C)   Waiver of Certain Claims; Settlement of Claims .........91
        (D)   Survival of Agreements .................................91
    11.8        Numbers of Documents .................................91
    11.9        Accounting ...........................................91
    11.10.  Severability of Provisions................................92
    11.11.  Nonliability of Lenders...................................92
    11.12.  GOVERNING LAW.............................................92
    11.13.  CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL...92
        (A)   EXCLUSIVE JURISDICTION .................................92
        (B)   OTHER JURISDICTIONS ....................................92
</TABLE>

                                       v


<PAGE>   7

<TABLE>
<S>                                                                           <C>
        (C)    VENUE ..........................................................93
        (D)    SERVICE OF PROCESS .............................................93
        (E)    WAIVER OF JURY TRIAL ...........................................93
        (F)    ADVICE OF COUNSEL ..............................................93
    11.14.  Other Transactions.................................................93
    11.15.  Subordination of Intercompany Indebtedness.........................94
    11.16.  Lender's Not Utilizing Plan Assets.................................95
    11.17.  Collateral.........................................................95

ARTICLE XII:  THE ADMINISTRATIVE AGENT.........................................95
    12.1    Appointment; Nature of Relationship ...............................95
    12.2    Powers ............................................................96
    12.3    General Immunity ..................................................96
    12.4    No Responsibility for Loans, Creditworthiness, Recitals, Etc.......96
    12.5    Action on Instructions of Lenders .................................96
    12.6    Employment of Agents and Counsel ..................................97
    12.7    Reliance on Documents; Counsel ....................................97
    12.8    The Administrative Agent's Reimbursement and Indemnification.......97
    12.9    Rights as a Lender ................................................97
    12.10.  Lender Credit Decision.............................................97
    12.11.  Successor Administrative Agent.....................................98
    12.12.  Documentation Agent, Syndication Agent, and Arranger...............98

ARTICLE XIII:  SETOFF; RATABLE PAYMENTS........................................98
    13.1    Setoff ............................................................98
    13.2    Ratable Payments ..................................................98
    13.3    Application of Payments ...........................................99
    13.4    Relations Among Lenders ..........................................100
        (A)    No Action Without Consent .....................................100
        (B)    Not Partners; No Liability ....................................100

ARTICLE XIV:  BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS...............100
    14.1    Successors and Assigns ...........................................100
    14.2    Participations ...................................................101
        (A)    Permitted Participants; Effect ................................101
        (B)    Voting Rights .................................................101
        (C)    Benefit of Setoff .............................................101
    14.3    Assignments ......................................................102
        (A)    Permitted Assignments .........................................102
        (B)    Effect; Effective Date ........................................102
        (C)    The Register ..................................................103
        (D)    Designated Lender .............................................103
    14.4    Confidentiality ..................................................104
    14.5    Dissemination of Information .....................................105

ARTICLE XV:  NOTICES..........................................................105
    15.1    Giving Notice ....................................................105
    15.2    Change of Address ................................................105
</TABLE>

                                       vi
<PAGE>   8

<TABLE>
<S>                                                                           <C>
ARTICLE XVI:  COUNTERPARTS....................................................105
</TABLE>









                                      vii
<PAGE>   9

EXHIBITS AND SCHEDULES

Exhibits
EXHIBIT A     --   Commitments (Definitions)

EXHIBIT B     --   Form of Borrowing/Election Notice (Section 2.2 and
                   Section 2.7 and Section 2.9)

EXHIBIT C     --   Form of Request for Letter of Credit (Section 3.4)

EXHIBIT D     --   Form of Assignment and Acceptance Agreement (Sections 2.19
                   and 14.3)

EXHIBIT E     --   Form of Company's US Counsel's Opinion (Section 5.1)

EXHIBIT E-1   --   Form of Company's Foreign Counsel's Opinion (Section 5.1)

EXHIBIT E-2   --   Form of Counsel's Opinion for Subsidiary Borrowers

EXHIBIT F     --   List of Closing Documents (Section 5.1)

EXHIBIT G     --   Form of Officer's Certificate (Sections 5.3 and 7.1(A)(iii))

EXHIBIT H     --   Form of Compliance Certificate (Sections 5.3 and 7.1(A)(iii))

EXHIBIT I     --   Form of Subsidiary Guaranty (Definitions)

EXHIBIT J     --   Form of Revolving Loan Note

EXHIBIT K     --   Form of Assumption Letter (Definitions)

EXHIBIT L     --   Form of Designation Agreement (Section 14.3(D))

EXHIBIT M     --   Form of Commitment and Acceptance (Section 2.5(C)(i))



                                      viii
<PAGE>   10

                                   SCHEDULES

Schedule 1.1.1        --       Permitted Existing Indebtedness (Definitions)

Schedule 1.1.2        --       Permitted Existing Investments (Definitions)

Schedule 1.1.3        --       Permitted Existing Liens (Definitions)

Schedule 1.1.4        --       Permitted Existing Contingent Obligations
                               (Definitions)

Schedule 1.1.5        --       Material Subsidiaries and Foreign Subsidiaries
                               that are not Excluded Foreign Subsidiaries

Schedule 3.2          --       Transitional Letters of Credit (Section 3.2)

Schedule 6.4          --       Pro Forma Financial Statements (Section 6.4(A))

Schedule 6.8          --       Subsidiaries (Section 6.8)

Schedule 6.17         --       Environmental Matters (Section 6.17)

Schedule 7.3(N)       --       Subsidiary Covenants (Section 7.3(N))




                                       ix
<PAGE>   11

                                CREDIT AGREEMENT

       This Credit Agreement dated as of December 1, 2000 is entered into among
Chicago Bridge & Iron Company N.V., a corporation organized under the laws of
The Kingdom of the Netherlands (the "COMPANY"), and one or more Subsidiaries of
the Company (whether now existing or hereafter formed collectively referred to
herein as the "SUBSIDIARY BORROWERS"), the institutions from time to time
parties hereto as Lenders, whether by execution of this Agreement or an
Assignment Agreement pursuant to Section 14.3, and Bank One, NA, in its capacity
as contractual representative (the "ADMINISTRATIVE AGENT") for itself and the
other Lenders. The parties hereto agree as follows:

                             ARTICLE I: DEFINITIONS

       1.1. Certain Defined Terms. In addition to the terms defined above, the
following terms used in this Agreement shall have the following meanings,
applicable both to the singular and the plural forms of the terms defined as
used in this Agreement:

               "ACCOUNTING CHANGE" is defined in Section 11.9.

               "ACQUISITION" means any transaction, or any series of related
transactions, consummated on or after the date of this Agreement, by which the
Company or any of its Subsidiaries (i) acquires any going business or all or
substantially all of the assets of any Person, firm, corporation or division
thereof, whether through purchase of assets, merger or otherwise or (ii)
directly or indirectly acquires (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 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 of voting
power) of the outstanding Equity Interests of another Person.

               "ADMINISTRATIVE AGENT" means Bank One in its capacity as
contractual representative for itself and the Lenders pursuant to Article XII
hereof and any successor Administrative Agent appointed pursuant to Article XII
hereof.

               "ADVANCE" means a borrowing hereunder consisting of the aggregate
amount of the several Loans made by some or all of the Lenders to the applicable
Borrower of the same Type and, in the case of Eurodollar Rate Advances for the
same Interest Period.

               "AFFECTED LENDER" is defined in Section 2.19.

               "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 is
the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange
Act of 1934) of greater than ten percent (10.0%) or more of any class of voting
securities (or other voting 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
Capital Stock, by contract or otherwise.
<PAGE>   12


               "AGGREGATE COMMITMENT" means the aggregate of the Commitments of
all the Lenders, as may be adjusted from time to time pursuant to the terms
hereof. The initial Aggregate Commitment is Two Hundred Million and 00/100
Dollars ($200,000,000).

               "AGREED CURRENCIES" means (i) Dollars and (ii) any other Eligible
Agreed Currency which the applicable Borrower requests the applicable Issuing
Bank to include as an Agreed Currency hereunder and which is acceptable to such
Issuing Bank and the Administrative Agent. For purposes of this definition,
"ELIGIBLE AGREED CURRENCY" means any currency other than Dollars (i) that is
readily available, (ii) that is freely traded, (iii) in which deposits are
customarily offered to banks in the London interbank market, (iv) which is
convertible into Dollars in the international interbank market and (v) as to
which an Equivalent Amount may be readily calculated.

               "AGREEMENT" means this Credit Agreement, as it may be amended,
restated or otherwise modified and in effect from time to time.

               "AGREEMENT ACCOUNTING PRINCIPLES" means generally accepted
accounting principles as in effect in the United States from time to time,
applied in a manner consistent with that used in preparing the financial
statements of the Company referred to in Section 6.4(B) hereof; provided,
however, except as provided in Section 11.9, that with respect to the
calculation of financial ratios and other financial tests required by this
Agreement, "Agreement Accounting Principles" means generally accepted accounting
principles as in effect in the United States as of the date of this Agreement,
applied in a manner consistent with that used in preparing the financial
statements of the Company referred to in Section 6.4(B) hereof.

               "ALTERNATE BASE RATE" means, for any day, a fluctuating rate of
interest per annum equal to the higher of (i) the Prime Rate for such day and
(ii) the sum of (a) the Federal Funds Effective Rate for such day and (b)
one-half of one percent (0.5%) per annum.

               "APPLICABLE COMMITMENT FEE PERCENTAGE" means, as at any date of
determination, the rate per annum then applicable in the determination of the
amount payable under Section 2.14(C)(i) hereof determined in accordance with the
provisions of Section 2.14(D)(ii) hereof.

               "APPLICABLE EURODOLLAR MARGIN" means, as at any date of
determination, the rate per annum then applicable to Eurodollar Rate Loans
determined in accordance with the provisions of Section 2.14(D)(ii) hereof.

               "APPLICABLE FLOATING RATE MARGINS" means, as at any date of
determination, the rate per annum then applicable to Floating Rate Loans,
determined in accordance with the provisions of Section 2.14(D)(ii) hereof.

               "APPLICABLE L/C FEE PERCENTAGE" means, as at any date of
determination, (x) with respect to Performance Letters of Credit, the rate per
annum then applicable to Performance Letters of Credit, and (y) with respect to
Standby Letters of Credit, the rate per annum then applicable to Standby Letters
of Credit, in each case determined in accordance with the provisions of Section
2.14(D)(ii).



                                       2
<PAGE>   13


               "ARRANGER" means Banc One Capital Markets, Inc., in its capacity
as the arranger for the loan transaction evidenced by this Agreement.

               "ASSET SALE" means, with respect to any Person, the sale, lease,
conveyance, disposition or other transfer by such Person of any of its assets
(including by way of a sale-leaseback transaction, and including the sale or
other transfer of any of the Equity Interests of any Subsidiary of such Person,
but not the Equity Interests of such Person) to any Person other than the
Company or any of its wholly-owned Subsidiaries other than (i) the sale of
inventory in the ordinary course of business and (ii) the sale or other
disposition of any obsolete equipment disposed of in the ordinary course of
business.

               "ASSIGNMENT AGREEMENT" means an assignment and acceptance
agreement entered into in connection with an assignment pursuant to Section 14.3
hereof in substantially the form of Exhibit D.

               "ASSUMPTION LETTER" means a letter of a Subsidiary of the Company
addressed to the Lenders in substantially the form of Exhibit K hereto pursuant
to which such Subsidiary agrees to become a "Subsidiary Borrower" and agrees to
be bound by the terms and conditions hereof.

               "AUTHORIZED OFFICER" means the Managing Director of the Company,
or such other Person as authorized by the Managing Director, acting singly;
provided, that the Administrative Agent shall have received a manually signed
certificate of the Secretary of the Company as to the incumbency of, and bearing
a manual specimen signature of, such duly authorized Person.

               "BANK ONE" means Bank One, NA, having its principal office in
Chicago, Illinois, in its individual capacity, and its successors.

               "BENEFIT PLAN" means a defined benefit plan as defined in Section
3(35) of ERISA (other than a Multiemployer Plan or Foreign Pension Plan) in
respect of which the Company or any other member of the Controlled Group is, or
within the immediately preceding six (6) years was, an "employer" as defined in
Section 3(5) of ERISA.

               "BORROWER" means, as applicable, any of the Company and the
Subsidiary Borrowers, together with their permitted respective successors and
assigns; and "BORROWERS" shall mean, collectively, the Company and the
Subsidiary Borrowers.

               "BORROWING DATE" means a date on which an Advance or Swing Line
Loan is made hereunder.

               "BORROWING/ELECTION NOTICE" is defined in Section 2.7.

               "BUSINESS DAY" means (i) with respect to any borrowing, payment
or rate selection of Loans bearing interest at the Eurodollar Rate, a day (other
than a Saturday or Sunday) on which banks are open for business in Chicago,
Illinois and New York, New York and on which dealings in Dollars and the other
Agreed Currencies are carried on in the London



                                       3
<PAGE>   14

interbank market (and, if the Letter of Credit which is the subject of such
issuance or payment is denominated in euro, a day upon which such clearing
system as is determined by the Administrative Agent to be suitable for clearing
or settlement of the euro is open for business) and (ii) for all other purposes
a day (other than a Saturday or Sunday) on which banks are open for business in
Chicago, Illinois and New York, New York.

               "BUYING LENDER" is defined in Section 2.5(C)(ii).

               "CAPITAL EXPENDITURES" means, for any period, without
duplication, any expenditures (whether paid in cash or accrued as liabilities
and including Capitalized Leases and purchase money indebtedness) 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 Company and its
Subsidiaries prepared in accordance with Agreement Accounting Principles
excluding (i) expenditures of insurance proceeds to rebuild or replace any asset
after a casualty loss, (ii) leasehold improvement expenditures for which the
Company or a Subsidiary is reimbursed promptly by the lessor and (iii) up to
$6,000,000 of purchases of equipment in the ordinary course of business to the
extent the amount of such purchases is not in excess of the proceeds of sales
during the preceding 12 months of equipment no longer required in connection
with existing or completed projects.

               "CAPITAL STOCK" means (i) in the case of a corporation, corporate
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership, partnership
interests (whether general or limited) and (iv) any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person.

               "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
capitalized on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.

               "CASH EQUIVALENTS" means (i) marketable direct obligations issued
or unconditionally guaranteed by the United States government and backed by the
full faith and credit of the United States government; (ii) domestic and
Eurodollar certificates of deposit and time deposits, bankers' acceptances and
floating rate certificates of deposit issued by any commercial bank organized
under the laws of the United States, any state thereof, the District of
Columbia, any foreign bank, or its branches or agencies, the long-term
indebtedness of which institution at the time of acquisition is rated A- (or
better) by S&P or A3 (or better) by Moody's., and which certificates of deposit
and time deposits are fully protected against currency fluctuations for any such
deposits with a term of more than ninety (90) days; (iii) shares of money
market, mutual or similar funds having assets in excess of $100,000,000 and the
investments of which are limited to (x) investment grade securities (i.e.,
securities rated at least


                                       4
<PAGE>   15



Baa by Moody's or at least BBB by S&P) and (y) commercial paper of United States
and foreign banks and bank holding companies and their subsidiaries and United
States and foreign finance, commercial industrial or utility companies which, at
the time of acquisition, are rated A-1 (or better) by S&P or P-1 (or better) by
Moody's (all such institutions being, "QUALIFIED INSTITUTIONS"); and (iv)
commercial paper of Qualified Institutions; provided that the maturities of such
Cash Equivalents shall not exceed three hundred sixty-five (365) days from the
date of acquisition thereof.

               "CHANGE" is defined in Section 4.2.

               "CHANGE OF CONTROL" means an event or series of events by which:

               (i) other than pursuant to the H-B Acquisition, any "person" or
       "group" (within the meaning of Sections 13(d) and 14(d)(2) of the
       Securities Exchange Act of 1934) becomes the "beneficial owner" (as
       defined in Rule 13d-3 under the Securities Exchange Act of 1934),
       directly or indirectly, of twenty percent (20%) or more of the voting
       power of the then outstanding Capital Stock of the Company entitled to
       vote generally in the election of the directors of the Company; or

               (ii)the majority of the board of directors of the Company fails
       to consist of Continuing Directors;

               (iii) except as expressly permitted under the terms of this
       Agreement, the Company or any Subsidiary Borrower consolidates with or
       merges into another Person or conveys, transfers or leases all or
       substantially all of its property to any Person, or any Person
       consolidates with or merges into the Company or any Subsidiary Borrower,
       in either event pursuant to a transaction in which the outstanding
       Capital Stock of the Company or such Subsidiary Borrower, as applicable,
       is reclassified or changed into or exchanged for cash, securities or
       other property; or

               (iv) except as otherwise expressly permitted under the terms of
       this Agreement, the Company shall cease to own and control all of the
       economic and voting rights associated with all of the outstanding Capital
       Stock of each of the Subsidiary Guarantors or shall cease to have the
       power, directly or indirectly, to elect all of the members of the board
       of directors of each of the Subsidiary Guarantors.

               "CLOSING DATE" means December 1, 2000.

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

               "COMMISSION" means the Securities and Exchange Commission of the
United States of America and any Person succeeding to the functions thereof.

               "COMMITMENT" means, for each Lender, the obligation of such
Lender to make Revolving Loans and to purchase participations in Letters of
Credit and to participate in Swing Line Loans not exceeding the amount set forth
on Exhibit A to this Agreement opposite its name

                                       5
<PAGE>   16


thereon under the heading "Commitment" or in the Assignment Agreement by which
it became a Lender, as such amount may be modified from time to time pursuant to
the terms of this Agreement or to give effect to any applicable Assignment
Agreement.

               "COMMITMENT INCREASE NOTICE" is defined in Section 2.5(C)(i).

               "COMPANY" means Chicago Bridge & Iron Company N.V., a corporation
organized under the laws of The Kingdom of the Netherlands.

               "COMPUTATION DATE" is defined in Section 2.4(B).

               "CONSOLIDATED NET WORTH" means, at a particular date, all amounts
which would be included under shareholders' or members' equity on the
consolidated balance sheet for the Company and its consolidated Subsidiaries
plus any preferred stock of the Company to the extent that it has not been
redeemed for indebtedness, as determined in accordance with Agreement Accounting
Principles.

               "CONTAMINANT" means any waste, pollutant, hazardous substance,
toxic substance, hazardous waste, special waste, petroleum or petroleum-derived
substance or waste, asbestos, polychlorinated biphenyls ("PCBs"), or any
constituent of any such substance or waste, and includes but is not limited to
these terms as defined in Environmental, Health or Safety Requirements of Law.

               "CONTINGENT OBLIGATION", as applied to any Person, means any
Contractual Obligation, contingent or otherwise, of that Person with respect to
any Indebtedness of another or other obligation or liability of another,
including, without limitation, any such Indebtedness, obligation or liability of
another directly or indirectly guaranteed, endorsed (otherwise than for
collection or deposit in the ordinary course of business), co-made or discounted
or sold with recourse by that Person, or in respect of which that Person is
otherwise directly or indirectly liable, including Contractual Obligations
(contingent or otherwise) arising through any agreement to purchase, repurchase,
or otherwise acquire such Indebtedness, obligation or liability or any security
therefor, or to provide funds for the payment or discharge thereof (whether in
the form of loans, advances, stock purchases, capital contributions or
otherwise), or to maintain solvency, assets, level of income, or other financial
condition, or to make payment other than for value received. The amount of any
Contingent Obligation shall be equal to the present value of the portion of the
obligation so guaranteed or otherwise supported, in the case of known recurring
obligations, and the maximum reasonably anticipated liability in respect of the
portion of the obligation so guaranteed or otherwise supported assuming such
Person is required to perform thereunder, in all other cases.

               "CONTINUING DIRECTOR" means, with respect to any person as of any
date of determination, any member of the board of directors of such Person who
(a) was a member of such board of directors on the Closing Date, or (b) was
nominated for election or elected to such board of directors with the approval
of the required majority of the Continuing Directors who were members of such
board at the time of such nomination or election; provided that an individual
who is so elected or nominated in connection with a merger, consolidation,
acquisition


                                       6
<PAGE>   17

or similar transaction shall not be a Continuing Director unless such individual
was a Continuing Director prior thereto.

               "CONTRACTUAL OBLIGATION", as applied to any Person, means any
provision of any equity or debt securities issued by that Person or any
indenture, mortgage, deed of trust, security agreement, pledge agreement,
guaranty, contract, undertaking, agreement or instrument, in any case in
writing, to which that Person is a party or by which it or any of its properties
is bound, or to which it or any of its properties is subject.

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

               "CONTROLLED GROUP" means the group consisting of (i) any
corporation which is a member of the same controlled group of corporations
(within the meaning of Section 414(b) of the Code) as the Company; (ii) a
partnership or other trade or business (whether or not incorporated) which is
under common control (within the meaning of Section 414(c) of the Code) with the
Company; and (iii) a member of the same affiliated service group (within the
meaning of Section 414(m) of the Code) as the Company, any corporation described
in clause (i) above or any partnership or trade or business described in clause
(ii) above.

               "CUSTOMARY PERMITTED LIENS" means:

               (i) Liens (other than Environmental Liens and Liens in favor of
       the IRS or the PBGC) with respect to the payment of taxes, assessments or
       governmental charges in all cases which are not yet due or (if
       foreclosure, distraint, sale or other similar proceedings shall not have
       been commenced or any such proceeding after being commenced is stayed)
       which are being contested in good faith by appropriate proceedings
       properly instituted and diligently conducted and with respect to which
       adequate reserves or other appropriate provisions are being maintained in
       accordance with Agreement Accounting Principles;

               (ii) statutory Liens of landlords and Liens of suppliers,
       mechanics, carriers, materialmen, warehousemen, service providers or
       workmen and other similar Liens imposed by law created in the ordinary
       course of business for amounts not yet due or which are being contested
       in good faith by appropriate proceedings properly instituted and
       diligently conducted and with respect to which adequate reserves or other
       appropriate provisions are being maintained in accordance with Agreement
       Accounting Principles;

               (iii) Liens (other than Environmental Liens and Liens in favor of
       the IRS or the PBGC) incurred or deposits made in the ordinary course of
       business in connection with workers' compensation, unemployment insurance
       or other types of social security benefits or to secure the performance
       of bids, tenders, sales, contracts (other than for the repayment of
       borrowed money), surety, appeal and performance bonds; provided that (A)
       all such Liens do not in the aggregate materially detract from the value
       of the Company's or its Subsidiary's assets or property taken as a whole
       or materially impair


                                       7
<PAGE>   18

       the use thereof in the operation of the businesses taken as a whole, and
       (B) all Liens securing bonds to stay judgments or in connection with
       appeals do not secure at any time an aggregate amount exceeding
       $5,000,000;

               (iv) Liens arising with respect to zoning restrictions,
       easements, encroachments, licenses, reservations, covenants,
       rights-of-way, utility easements, building restrictions and other similar
       charges, restrictions or encumbrances on the use of real property which
       do not in any case materially detract from the value of the property
       subject thereto or interfere with the ordinary conduct of the business of
       the Company or any of its respective Subsidiaries;

               (v) Liens of attachment or judgment with respect to judgments,
       writs or warrants of attachment, or similar process against the Company
       or any of its Subsidiaries which do not constitute a Default under
       Section 8.1(H) hereof; and

               (vi) any interest or title of the lessor in the property subject
       to any operating lease entered into by the Company or any of its
       Subsidiaries in the ordinary course of business.

               "DEFAULT" means an event described in Article VIII hereof.

               "DESIGNATED LENDER" means, with respect to each Designating
Lender, each Eligible Designee designated by such Designating Lender pursuant to
Section 14.3(D).

               "DESIGNATING LENDER" means, with respect to each Designated
Lender, the Lender that designated such Designated Lender pursuant to Section
14.3(D).

               "DESIGNATION AGREEMENT" is defined in Section 14.3(D).

               "DISCLOSED LITIGATION" is defined in Section 6.7.

               "DISQUALIFIED STOCK" means any Capital Stock that, by its terms
(or by the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder thereof, in whole or in part, on or prior to the date
that is ninety-one (91) days after the Termination Date.

               "DOL" means the United States Department of Labor and any Person
succeeding to the functions thereof.

               "DOLLAR" and "$" means dollars in the lawful currency of the
United States of America.

               "DOLLAR AMOUNT" of any currency at any date shall mean (i) the
amount of such currency if such currency is Dollars or (ii) the equivalent in
such currency of such amount of Dollars if such currency is any currency other
than Dollars, calculated on the basis of the arithmetical mean of the buy and
sell spot rates of exchange of the Administrative Agent for such



                                       8
<PAGE>   19

currency on the London market at 11:00 a.m., London time, on or as of the most
recent Computation Date provided for in Section 2.4(B).

               "DOMESTIC SUBSIDIARY" means a Subsidiary of the Company organized
under the laws of a jurisdiction located in the United States of America and
substantially all of the operations of which are conducted within the United
States.

               "EBIT" means, for any period, on a consolidated basis for the
Company and its Subsidiaries, the sum of the amounts for such period, without
duplication, calculated in each case in accordance with Agreement Accounting
Principles, of (i) Net Income, plus (ii) Interest Expense to the extent deducted
in computing Net Income, plus (iii) charges against income for foreign, federal,
state and local taxes to the extent deducted in computing Net Income, plus (iv)
any other non-recurring non-cash charges to the extent deducted in computing Net
Income, minus (v) any non-recurring non-cash credits to the extent added in
computing Net Income, plus (vi) non-recurring after-tax losses (or minus
non-recurring after-tax gains); provided, that for any date of determination
from and after January 1, 2001, the aggregate adjustment pursuant to clauses
(iv) through (vi) of this definition shall not exceed $3,000,000 for the
four-quarter period ending on such date (exclusive of any such adjustments for
periods ending prior to January 1, 2001).

               "EBITDA" means, for any period, on a consolidated basis for the
Company and its Subsidiaries, the sum of the amounts for such period, without
duplication, calculated in each case in accordance with Agreement Accounting
Principles, of (i) EBIT plus (ii) depreciation expense to the extent deducted in
computing Net Income, plus (iii) amortization expense, including, without
limitation, amortization of goodwill and other intangible assets to the extent
deducted in computing Net Income.

               "EFFECTIVE COMMITMENT AMOUNT" is defined in Section 2.5(C)(i).

               "ELIGIBLE DESIGNEE" means a special purpose corporation,
partnership, limited partnership or limited liability company that is
administered by a Lender or an Affiliate of a Lender and (i) is organized under
the laws of the United States of America or any state thereof, (ii) is engaged
primarily in making, purchasing or otherwise investing in commercial loans in
the ordinary course of its business and (iii) issues (or the parent of which
issues) commercial paper rated at least A-1 or the equivalent thereof by S&P or
the equivalent thereof by Moody's.

               "EMU" means Economic and Monetary Union as contemplated in the
Treaty on European Union.

              "ENVIRONMENTAL, HEALTH OR SAFETY REQUIREMENTS OF LAW" means all
Requirements of Law derived from or relating to foreign, federal, state and
local laws or regulations relating to or addressing pollution or protection of
the environment, or protection of worker health or safety, including, but not
limited to, the Comprehensive Environmental Response, Compensation and Liability
Act, 42 U.S.C. ss. 9601 et seq., the Occupational Safety and Health Act of 1970,
29 U.S.C. ss. 651 et seq., and the Resource Conservation and Recovery Act of
1976, 42 U.S.C. ss. 6901 et seq., in each case including any amendments thereto,
any


                                       9
<PAGE>   20
successor statutes, and any regulations or guidance promulgated thereunder, and
any state or local equivalent thereof.

               "ENVIRONMENTAL LIEN" means a lien in favor of any Governmental
Authority for (a) any liability under Environmental, Health or Safety
Requirements of Law, or (b) damages arising from, or costs incurred by such
Governmental Authority in response to, a Release or threatened Release of a
Contaminant into the environment.

               "EQUITY INTERESTS" means Capital Stock and all warrants, options
or other rights to acquire Capital Stock (but excluding any debt security that
is convertible into, or exchangeable for, Capital Stock). Equity Interests will
not include any Incentive Arrangements or obligations or payments thereunder.

               "EQUIVALENT AMOUNT" of any currency with respect to any amount of
Dollars at any date shall mean the equivalent in such currency of such amount of
Dollars, calculated on the basis of the arithmetical mean of the buy and sell
spot rates of exchange of the Administrative Agent for such other currency at
11:00 a.m., London time, on the date on or as of which such amount is to be
determined.

               "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time including (unless the context otherwise
requires) any rules or regulations promulgated thereunder.

               "EURO" and/or "EUR" means the euro referred to in Council
Regulation (EC) No. 1103/97 dated June 17, 1997 passed by the Council of the
European Union, or, if different, the then lawful currency of the member states
of the European Union that participate in the third stage of EMU.

               "EURODOLLAR BASE RATE" means, with respect to a Eurodollar Rate
Advance for the relevant Interest Period, the applicable British Bankers'
Association Interest Settlement Rate for deposits in Dollars appearing on
Reuters Screen FRBD as of 11:00 a.m. (London time) two Business Days prior to
the first day of such Interest Period, and having a maturity equal to such
Interest Period, provided that, (i) if Reuters Screen FRBD is not available to
the Administrative Agent for any reason, the applicable Eurodollar Reference
Rate for the relevant Interest Period shall instead be the applicable British
Bankers' Association Interest Settlement Rate for deposits in Dollars as
reported by any other generally recognized financial information service as of
11:00 a.m. (London time) two Business Days prior to the first day of such
Interest Period, and having a maturity equal to such Interest Period, and (ii)
if no such British Bankers' Association Interest Settlement Rate is available,
the applicable Eurodollar Reference Rate for the relevant Interest Period shall
instead be the rate determined by the Administrative Agent to be the rate at
which Bank One offers to place deposits in Dollars with first-class banks in the
London interbank market at approximately 11:00 a.m. (London time) two Business
Days prior to the first day of such Interest Period, in the approximate amount
of Bank One's relevant Eurodollar Loan and having a maturity equal to such
Interest Period.

               "EURODOLLAR RATE" means, with respect to a Eurodollar Rate
Advance for the relevant Interest Period, the sum of (i) the quotient of (a) the
Eurodollar Base Rate applicable to


                                       10
<PAGE>   21

such Interest Period, divided by (b) one minus the Reserve Requirement
(expressed as a decimal) applicable to such Interest Period, plus (ii) the then
Applicable Eurodollar Margin, changing as and when the Applicable Eurodollar
Margin changes.

               "EURODOLLAR RATE ADVANCE" means an Advance which bears interest
at a Eurodollar Rate.

               "EURODOLLAR RATE LOAN" means a Loan made on a fully syndicated
basis pursuant to Section 2.1, which bears interest at a Eurodollar Rate.

               "EXCLUDED FOREIGN SUBSIDIARY" means any Foreign Subsidiary other
than those listed as Foreign Subsidiaries on Schedule 1.1.5.

               "FACILITY TERMINATION DATE" shall mean the date on which all of
the Termination Conditions have been satisfied.

               "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 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 Administrative
Agent from three Federal funds brokers of recognized standing selected by the
Administrative Agent in its sole discretion.

               "FINANCIAL OFFICER" means any of the chief financial officer,
principal accounting officer, treasurer or controller of the Company, acting
singly.

               "FINANCING" means, with respect to any Person, the issuance or
sale by such Person of any Disqualified Stock, Equity Interests of such Person
or any Indebtedness consisting of debt securities of such Person.

               "FIXED CHARGE COVERAGE RATIO" is defined in Section 7.4(B).

               "FLOATING RATE" means, for any day for any Loan, a rate per annum
equal to the Alternate Base Rate for such day, changing when and as the
Alternate Base Rate changes, plus the then Applicable Floating Rate Margin.

               "FLOATING RATE ADVANCE" means an Advance which bears interest at
the Floating Rate.

               "FLOATING RATE LOAN" means a Loan, or portion thereof, which
bears interest at the Floating Rate.

               "FOREIGN EMPLOYEE BENEFIT PLAN" means any employee benefit plan
as defined in Section 3(3) of ERISA which is maintained or contributed to for
the benefit of the employees



                                       11
<PAGE>   22

of the Company, any of its respective Subsidiaries or any members of its
Controlled Group and is not covered by ERISA pursuant to ERISA Section 4(b)(4).

               "FOREIGN PENSION PLAN" means any employee benefit plan as
described in Section 3(3) of ERISA for which the Company or any member of its
Controlled Group is a sponsor or administrator and which (i) is maintained or
contributed to for the benefit of employees of the Company, any of its
respective Subsidiaries or any member of its Controlled Group, (ii) is not
covered by ERISA pursuant to Section 4(b)(4) of ERISA, and (iii) under
applicable local law, is required to be funded through a trust or other funding
vehicle.

               "FOREIGN SUBSIDIARY" means a Subsidiary of the Company which is
not a Domestic Subsidiary.

               "GOVERNMENTAL ACTS" is defined in Section 3.10(A).

               "GOVERNMENTAL AUTHORITY" means any nation or government, any
federal, state, local or other political subdivision thereof and any entity
exercising executive, legislative, judicial, regulatory or administrative
authority or functions of or pertaining to government, including any authority
or other quasi-governmental entity established to perform any of such functions.

               "GROSS NEGLIGENCE" means recklessness, or actions taken or
omitted with conscious indifference to or the complete disregard of consequences
or rights of others affected. Gross Negligence does not mean the absence of
ordinary care or diligence, or an inadvertent act or inadvertent failure to act.
If the term "gross negligence" is used with respect to the Administrative Agent
or any Lender or any indemnitee in any of the other Loan Documents, it shall
have the meaning set forth herein.

               "GUARANTEED OBLIGATIONS" is defined in Section 10.1.

               "GUARANTOR(S)" shall mean the Company and the Subsidiary
Guarantors.

               "GUARANTY" means each of (i) the guaranty by the Company and each
Subsidiary Borrower of all of the Obligations of Company and the Subsidiary
Borrowers pursuant to this Agreement and (ii) the Subsidiary Guaranty, in each
case, as amended, restated, supplemented or otherwise modified from time to
time.

               "H-B ACQUISITION" means the acquisition by the Company of all of
the issued and outstanding Capital Stock of Howe-Baker for consideration
including (i) a cash purchase price of up to $28,000,000, (ii) assumed
indebtedness of up to $5,700,000, (iii) the issuance of 8,100,000 shares of
Capital Stock of the Company, and otherwise on terms consistent in all material
respects with the terms disclosed to the Administrative Agent and set forth in
the H-B Acquisition Agreement.

               "H-B ACQUISITION AGREEMENT" means that certain Purchase
Agreement, dated as of July 30, 2000, by and between WEDGE Group Incorporated, a
Delaware corporation, and WGI Tyler, Inc. a Delaware corporation, collectively
as the seller, and the Company and CB&I


                                       12
<PAGE>   23

Tyler Company, a Delaware corporation, collectively as the buyer, as delivered
to the Administrative Agent on November 16, 2000.

               "HEDGING ARRANGEMENTS" is defined in the definition of Hedging
Obligations below.

               "HEDGING OBLIGATIONS" of a Person means any and all obligations
of such Person, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (i) any and all
agreements, devices or arrangements designed to protect at least one of the
parties thereto from the fluctuations of interest rates, commodity prices,
exchange rates or forward rates applicable to such party's assets, liabilities
or exchange transactions, 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 or any similar derivative
transactions ("HEDGING ARRANGEMENTS"), and (ii) any and all cancellations, buy
backs, reversals, terminations or assignments of any of the foregoing.

               "HOWE-BAKER" means Howe-Baker International, Inc., a Delaware
corporation.

               "INCENTIVE ARRANGEMENTS" means any stock ownership, restricted
stock, stock option, stock appreciation rights, "phantom" stock plans,
employment agreements, non-competition agreements, subscription and
stockholders agreements and other incentive and bonus plans and similar
arrangements made in connection with the retention of executives, officers or
employees of the Company and its Subsidiaries.

               "INDEBTEDNESS" of a Person means, without duplication, such
Person's (a) obligations for borrowed money (including, without limitation,
subordinated indebtedness and all assumed indebtedness of the Company evidenced
by the $5,700,000 term indebtedness issued by Howe-Baker in favor of Air
Liquide), (b) obligations representing the deferred purchase price of property
or services (other than (i) accounts payable arising in the ordinary course of
such Person's business payable on terms customary in the trade, and (ii)
earnouts or other similar forms of contingent purchase prices), (c) obligations,
whether or not assumed, secured by Liens or payable out of the proceeds or
production from property or assets now or hereafter owned or acquired by such
Person, (d) obligations which are evidenced by notes, acceptances, other
instruments, standby letters of credit or standby letter of credit reimbursement
arrangements, (e) Capitalized Lease Obligations, (f) Contingent Obligations, (g)
obligations with respect to letters of credit, (h) Off-Balance Sheet Liabilities
and (j) Disqualified Stock.

               "INDEBTEDNESS FOR BORROWED MONEY" means, without duplication, the
sum of (x) Indebtedness of the Company and its Subsidiaries described in clauses
(a) of the definition of "Indebtedness", plus (y) standby letters of credit, and
reimbursement agreements in respect of standby letters of credit, issued for the
account of the Company or any of its Subsidiaries to support Indebtedness of any
Person (other than the Company or any of its Subsidiaries), plus (z) all
Disqualified Stock.

               "INDEMNIFIED MATTERS" is defined in Section 11.7(B).

                                       13
<PAGE>   24

               "INDEMNITEES" is defined in Section 11.7(B).

               "INTEREST EXPENSE" means, for any period, the total gross
interest expense of the Company and its consolidated Subsidiaries, whether paid
or accrued, including, without duplication, the interest component of
Capitalized Leases, commitment and letter of credit fees, the discount or
implied interest component of Off-Balance Sheet Liabilities, capitalized
interest expense, pay-in-kind interest expense, amortization of debt documents
and net payments (if any) pursuant to Hedging Arrangements relating to interest
rate protection, all as determined in conformity with Agreement Accounting
Principles.

               "INTEREST EXPENSE COVERAGE RATIO" is defined in Section 7.4(C).

               "INTEREST PERIOD" means with respect to a Eurodollar Rate Loan, a
period of one (1), two (2), three (3) months or six (6) months, commencing on a
Business Day selected by the applicable Borrower on which a Eurodollar Rate
Advance is made to such Borrower pursuant to this Agreement. Such Interest
Period shall end on (but exclude) 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.

               "INVESTMENT" means, with respect to any Person, (i) any purchase
or other acquisition by that Person of any Indebtedness, Equity Interests or
other securities, or of a beneficial interest in any Indebtedness, Equity
Interests or other securities, issued by any other Person, (ii) any purchase by
that Person of all or substantially all of the assets of a business (whether of
a division, branch, unit operation, or otherwise) conducted by another Person;
(iii) any loan, advance (other than deposits with financial institutions
available for withdrawal on demand, prepaid expenses, accounts receivable,
advances to employees and similar items made or incurred in the ordinary course
of business) or capital contribution by that Person to any other Person,
including all Indebtedness to such Person arising from a sale of property by
such Person other than in the ordinary course of its business; and (iv) any
non-arms length transaction by such Person with another Person or any other
transfer of assets by such Person in another Person, with the amount of such
Investment being an amount equal to the net benefit derived by such other Person
resulting from any such transactions.

               "IRS" means the Internal Revenue Service and any Person
succeeding to the functions thereof.

               "ISSUING BANKS" means Bank One or any of its Affiliates or any of
the other Lenders in its separate capacity as an issuer of Letters of Credit
pursuant to Section 3.1. The designation of any Lender as an Issuing Bank after
the date hereof shall be subject to the prior written consent of the
Administrative Agent.

               "L/C DOCUMENTS" is defined in Section 3.4.

                                       14

<PAGE>   25



               "L/C DRAFT" means a draft drawn on an Issuing Bank pursuant to a
Letter of Credit.

               "L/C INTEREST" is defined in Section 3.6.

               "L/C OBLIGATIONS" means, without duplication, an amount equal to
the sum of (i) the aggregate of the Dollar Amount then available for drawing
under each of the Letters of Credit, (ii) the Dollar Amount equal to the stated
amount of all outstanding L/C Drafts corresponding to the Letters of Credit,
which L/C Drafts have been accepted by the applicable Issuing Bank, (iii) the
aggregate outstanding Dollar Amount of all Reimbursement Obligations at such
time and (iv) the aggregate Dollar Amount equal to the stated amount of all
Letters of Credit requested by the Borrowers but not yet issued (unless the
request for an unissued Letter of Credit has been denied).

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

               "LENDER INCREASE NOTICE" is defined in Section 2.5(C)(i).

               "LENDING INSTALLATION" means, with respect to a Lender or the
Administrative Agent, any office, branch, subsidiary or affiliate of such Lender
or the Administrative Agent listed on the signature pages of this Agreement for
such Lender, or on the administrative information sheets provided to the
Administrative Agent in connection herewith or otherwise selected by such Lender
or the Administrative Agent pursuant to Section 2.16.

               "LETTER OF CREDIT" means the performance letters of credit and
standby letters of credit to be (a) issued by the Issuing Banks pursuant to
Section 3.1 hereof or (b) deemed issued by the Issuing Banks pursuant to Section
3.2 hereof.

               "LEVERAGE RATIO" is defined in Section 7.4(A).

               "LIEN" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or security agreement or preferential 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 ACCOUNT" is defined in Section 2.12(A).

               "LOAN DOCUMENTS" means this Agreement, each Assumption Letter
executed hereunder, the Subsidiary Guaranty and all other documents,
instruments, notes and agreements executed in connection therewith or
contemplated thereby, as the same may be amended, restated or otherwise modified
and in effect from time to time.

               "LOAN PARTIES" means, at any time, the Company, each Subsidiary
Borrower that is a party hereto as of such time and each of the Guarantors.


                                       15

<PAGE>   26



               "LOAN(S)" means, with respect to a Lender, such Lender's portion
of any Advance made pursuant to Section 2.1 hereof, and in the case of the Swing
Line Bank, any Swing Line Loan made pursuant to Section 2.2 hereof, and
collectively all Revolving Loans and Swing Line Loans, whether made or continued
as or converted to Floating Rate Loans or Eurodollar Rate Loans.

               "MARGIN STOCK" shall have the meaning ascribed to such term in
Regulation U.

               "MARKET DISRUPTION" is defined in Section 2.11.

               "MATERIAL ADVERSE EFFECT" means a material adverse effect upon
(a) the business, condition (financial or otherwise), operations, performance,
properties, results of operations or prospects of the Company, any other
Borrower, or the Company and its Subsidiaries, taken as a whole, (b) the
collective ability of the Company or any of its Subsidiaries to perform their
respective obligations under the Loan Documents, or (c) the ability of the
Lenders or the Administrative Agent to enforce the Obligations.

               "MATERIAL SUBSIDIARY" means, without duplication, (a) each
Borrowing Subsidiary and (b) any Subsidiary that directly or indirectly owns or
Controls any Borrowing Subsidiary or other Material Subsidiary and (c) any other
Subsidiary (i) the consolidated net revenues of which for the most recent fiscal
year of the Company for which audited financial statements have been delivered
pursuant to Section 7.01(A)(ii) were greater than three percent 3% of the
Company's consolidated net revenues for such fiscal year or (ii) the
consolidated tangible assets of which as of the end of such fiscal year were
greater than three percent 3% of the Company's consolidated tangible assets as
of such date; provided that, if at any time the aggregate amount of the
consolidated net revenues or consolidated tangible assets of all Subsidiaries
that are not Material Subsidiaries exceeds ten percent 10% of the Company's
consolidated net revenues for any such fiscal year or ten percent 10% of the
Company's consolidated tangible assets as of the end of any such fiscal year,
the Company (or, in the event the Company has failed to do so within 10 days,
the Administrative Agent) shall designate sufficient Subsidiaries as "Material
Subsidiaries" to eliminate such excess, and such designated Subsidiaries shall
for all purposes of this Agreement constitute Material Subsidiaries. For
purposes of making the determinations required by this definition, revenues and
assets of Foreign Subsidiaries shall be converted into Dollars at the rates used
in preparing the consolidated balance sheet of the Company included in the
applicable financial statements. The Material Subsidiaries on the date hereof
are identified in Schedule 6.8 hereto.

               "MATERIAL INDEBTEDNESS" is defined in Section 8.1(E).

               "MOODY'S" means Moody's Investors Service, Inc.

               "MULTIEMPLOYER PLAN" means a "Multiemployer Plan" as defined in
Section 4001(a)(3) of ERISA which is, or within the immediately preceding six
(6) years was, contributed to by either the Company or any member of the
Controlled Group.

               "NATIONAL CURRENCY UNIT" means the unit of currency (other than a
euro unit) of each member state of the European Union that participates in the
third stage of EMU.

                                       16



<PAGE>   27




               "NET CASH PROCEEDS" means, with respect to any Asset Sale, Sale
and Leaseback Transaction or Financing by any Person, (a) cash or Cash
Equivalents (freely convertible into Dollars) received by such Person or any
Subsidiary of such Person from such Asset Sale or Sale and Leaseback Transaction
(including cash received as consideration for the assumption or incurrence of
liabilities incurred in connection with or in anticipation of such Asset Sale or
Sale and Leaseback Transaction) or Financing, after (i) provision for all income
or other taxes measured by or resulting from such Asset Sale, Sale and Leaseback
Transaction or Financing, (ii) payment of all brokerage commissions and other
fees and expenses and commissions related to such Asset Sale, Sale and Leaseback
Transaction or Financing, and (iii) all amounts used to repay Indebtedness (and
any premium or penalty thereon) secured by a Lien on any asset disposed of in
such Asset Sale or Sale and Leaseback Transaction or which is or may be required
(by the express terms of the instrument governing such Indebtedness or by
applicable law) to be repaid in connection with such Asset Sale or Sale and
Leaseback Transaction (including payments made to obtain or avoid the need for
the consent of any holder of such Indebtedness); and (b) cash or Cash
Equivalents payments in respect of any other consideration received by such
Person or any Subsidiary of such Person from such Asset Sale, Sale and Leaseback
Transaction or Financing upon receipt of such cash payments by such Person or
such Subsidiary.

               "NET INCOME" means, for any period, the net earnings (or loss)
after taxes of the Company and its Subsidiaries on a consolidated basis for such
period taken as a single accounting period determined in conformity with
Agreement Accounting Principles.

               "NOTICE OF ASSIGNMENT" is defined in Section 14.3(B).

               "OBLIGATIONS" means all Loans, L/C Obligations, advances, debts,
liabilities, obligations, covenants and duties owing, the Borrowers or any of
their Subsidiaries to the Administrative Agent, any Lender, the Swing Line Bank,
the Arranger, any Affiliate of the Administrative Agent or any Lender, any
Issuing Bank, any Indemnitee, of any kind or nature, present or future, arising
under this Agreement, the L/C Documents or any other Loan Document, whether or
not evidenced by any note, guaranty or other instrument, whether or not for the
payment of money, whether arising by reason of an extension of credit, loan,
foreign exchange risk, guaranty, indemnification, or in any other manner,
whether direct or indirect (including those acquired by assignment), absolute or
contingent, due or to become due, now existing or hereafter arising and however
acquired. The term includes, without limitation, all interest, charges,
expenses, fees, attorneys' fees and disbursements, paralegals' fees (in each
case whether or not allowed), and any other sum chargeable to the Company or any
of its Subsidiaries under this Agreement or any other Loan Document.

               "OFF-BALANCE SHEET LIABILITIES" of a Person means (a) any
repurchase obligation or liability of such Person or any of its Subsidiaries
with respect to Receivables sold by such Person or any of its Subsidiaries, (b)
any liability of such Person or any of its Subsidiaries under any sale and
leaseback transactions which do not create a liability on the consolidated
balance sheet of such Person, (c) any liability of such Person or any of its
Subsidiaries under any financing lease or so-called "synthetic lease" or "tax
ownership operating lease" transaction, or (d) any obligations of such Person or
any of its Subsidiaries arising with respect to any other

                                       17

<PAGE>   28




transaction which is the functional equivalent of or takes the place of
borrowing but which does not constitute a liability on the consolidated balance
sheets of such Person and its Subsidiaries.

               "OTHER TAXES" is defined in Section 2.14(E)(ii).

               "PARTICIPANTS" is defined in Section 14.2(A).

               "PAYMENT DATE" means the last Business Day of each quarter, the
Termination Date and the Facility Termination Date.

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

               "PERFORMANCE LETTER OF CREDIT" means a Letter of Credit issued to
secure ordinary course performance obligations of the Company or a Subsidiary in
connection with active construction projects (including projects about to be
commenced) or bids for prospective construction projects.

               "PERMITTED ACQUISITION" is defined in Section 7.3(F)(a).

               "PERMITTED EXISTING CONTINGENT OBLIGATIONS" means the Contingent
Obligations of the Company and its Subsidiaries identified as such on Schedule
1.1.4 to this Agreement.

               "PERMITTED EXISTING INDEBTEDNESS" means the Indebtedness of the
Company and its Subsidiaries identified as such on Schedule 1.1.1 to this
Agreement.

               "PERMITTED EXISTING INVESTMENTS" means the Investments of the
Company and its Subsidiaries identified as such on Schedule 1.1.2 to this
Agreement.

               "PERMITTED EXISTING LIENS" means the Liens on assets of the
Company and its Subsidiaries identified as such on Schedule 1.1.3 to this
Agreement.

               "PERMITTED SALE AND LEASEBACK TRANSACTIONS" means (i) any Sale
and Leaseback Transaction of the Company's Plainfield, Illinois headquarters
facility, and (ii) any Sale and Leaseback Transaction of all or any portion of
the Company's equipment fleet, in each case on terms acceptable to the
Administrative Agent and only to the extent that the aggregate amount of Net
Cash Proceeds from all such Permitted Sale and Leaseback Transactions is less
than or equal to $20,000,000.

               "PERSON" means any individual, corporation, firm, enterprise,
partnership, trust, incorporated or unincorporated association, joint venture,
joint stock company, limited liability company or other entity of any kind, or
any government or political subdivision or any agency, department or
instrumentality thereof.

               "PLAN" means an employee benefit plan defined in Section 3(3) of
ERISA, other than a Multiemployer Plan, in respect of which the Company or any
member of the Controlled

                                       18

<PAGE>   29



Group is, or within the immediately preceding six (6) years was, an "employer"
as defined in Section 3(5) of ERISA.

               "PRIME RATE" means the prime rate of interest announced by Bank
One, NA or its parent from time to time (which is not necessarily the lowest
rate charged to any customer), changing when and as said prime rate changes.

               "PRO RATA SHARE" means, with respect to any Lender, the
percentage obtained by dividing (A) the Lender's Commitment at such time (in
each case, as adjusted from time to time in accordance with the provisions of
this Agreement) by (B) the Aggregate Commitment at such time; provided, however,
if the Commitments are terminated pursuant to the terms of this Agreement, then
"Pro Rata Share" means the percentage obtained by dividing (x) the sum of (A)
such Lender's Revolving Loans, plus (B) such Lender's share of the obligations
to purchase participations in Swing Line Loans and Letters of Credit, by (y) the
sum of (A) the aggregate outstanding amount of Revolving Loans, plus (B) the
aggregate outstanding amount of all Swing Line Loans and the Dollar Amount of
all Letters of Credit.

               "PROPOSED NEW LENDER" is defined in Section 2.5(C)(i).

               "PURCHASERS" is defined in Section 14.3(A)(i).

               "RATE OPTION" means the Eurodollar Rate or the Floating Rate, as
applicable.

               "RECEIVABLE(S)" means and includes all of the Company's and its
consolidated Subsidiaries' presently existing and hereafter arising or acquired
accounts, accounts receivable, and all present and future rights of the Company
or its Subsidiaries, as applicable, to payment for goods sold or leased or for
services rendered (except those evidenced by instruments or chattel paper),
whether or not they have been earned by performance, and all rights in any
merchandise or goods which any of the same may represent, and all rights, title,
security and guaranties with respect to each of the foregoing, including,
without limitation, any right of stoppage in transit.

               "REGISTER" is defined in Section 14.3(C).

               "REGULATION T" means Regulation T 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 relating
to the extension of credit by and to brokers and dealers of securities for the
purpose of purchasing or carrying margin stock (as defined therein).

               "REGULATION U" means Regulation U 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 relating
to the extension of credit by banks, non-banks and non-broker lenders for the
purpose of purchasing or carrying Margin Stock applicable to member banks of the
Federal Reserve System.

               "REGULATION X" means Regulation X 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

                                       19

<PAGE>   30



interpretation of said Board of Governors relating to the extension of credit by
foreign lenders for the purpose of purchasing or carrying margin stock (as
defined therein).

               "REIMBURSEMENT OBLIGATION" is defined in Section 3.7.

              "RELEASE" means any release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal, leaching or migration into
the indoor or outdoor environment, including the movement of Contaminants
through or in the air, soil, surface water or groundwater.

               "RENTALS" means the aggregate fixed amounts payable by the
Company and its Subsidiaries on a consolidated basis under any lease of real or
personal property having an original term (including any required renewals or
any renewals at the option of the lessor or lessee) of one year or more, but
does not include any amounts payable under Capitalized Leases.

               "REPLACEMENT LENDER" is defined in Section 2.19.

               "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 by regulation or
otherwise waived the requirement of Section 4043(a) of ERISA that it be notified
within thirty (30) days after such event occurs, provided, however, that a
failure to meet the minimum funding standards 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.

               "REQUIRED LENDERS" means Lenders whose Pro Rata Shares, in the
aggregate, are greater than fifty-one percent (51%); provided, however, that, if
any of the Lenders shall have failed to fund its Pro Rata Share of (i) any
Revolving Loan requested by the applicable Borrower, (ii) any Revolving Loan
required to be made in connection with reimbursement for any L/C Obligations,
(iii) any participation in any Swing Line Loan as requested by the
Administrative Agent, which such Lenders are obligated to fund under the terms
of this Agreement and any such failure has not been cured, then for so long as
such failure continues, "REQUIRED LENDERS" means Lenders (excluding all Lenders
whose failure to fund their respective Pro Rata Shares of such Revolving Loans
or any participation in Swing Line Loans has not been so cured) whose Pro Rata
Shares represent greater than fifty-one percent (51%) of the aggregate Pro Rata
Shares of such Lenders; provided further, however, that, if the Commitments have
been terminated pursuant to the terms of this Agreement, "REQUIRED LENDERS"
means Lenders (without regard to such Lenders' performance of their respective
obligations hereunder) whose aggregate ratable shares (stated as a percentage)
of the aggregate outstanding principal balance of all Loans and L/C Obligations
are greater than fifty-one percent (51%).

               "REQUIREMENTS OF LAW" means, as to any Person, the charter and
by-laws or other organizational or governing documents of such Person, and any
law, rule or regulation, or determination of an arbitrator or a court or other
Governmental Authority, in each case applicable to or binding upon such Person
or any of its property or to which such Person or any

                                       20

<PAGE>   31


of its property is subject including, without limitation, the Securities Act of
1933, the Securities Exchange Act of 1934, Regulations T, U and X, ERISA, the
Fair Labor Standards Act, the Worker Adjustment and Retraining Notification Act,
Americans with Disabilities Act of 1990, and any certificate of occupancy,
zoning ordinance, building, environmental or land use requirement or permit or
environmental, labor, employment, occupational safety or health law, rule or
regulation, including Environmental, Health or Safety Requirements of Law.

               "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 Eurodollar
liabilities.

               "RESTRICTED PAYMENT" means (i) any dividend or other
distribution, direct or indirect, on account of any Equity Interests of the
Company or any of its Subsidiaries now or hereafter outstanding, except a
dividend payable solely in such Person's Capital Stock (other than Disqualified
Stock) or in options, warrants or other rights to purchase such Capital Stock,
(ii) any redemption, retirement, purchase or other acquisition for value, direct
or indirect, of any Equity Interests of the Company or any of its Subsidiaries
now or hereafter outstanding, other than (x) in exchange for, or out of the
proceeds of, the substantially concurrent sale (other than to a Subsidiary of
the Company) of other Equity Interests of the Company or any of its Subsidiaries
(other than Disqualified Stock) or (y) repurchases of Equity Interests of the
Company during the period from January 1, 2000 through and including March 31,
2000, (iii) any payment or prepayment of principal of, or interest (whether in
cash or as payment-in-kind), premium, if any, fees or other charges with respect
to, any Indebtedness subordinated to the Obligations, any redemption, purchase,
retirement, defeasance, prepayment or other acquisition for value, direct or
indirect, of any Indebtedness other than the Obligations, and (iv) any payment
of a claim for the rescission of the purchase or sale of, or for material
damages arising from the purchase or sale of, any Indebtedness (other than the
Obligations) or any Equity Interests of the Company or any of its Subsidiaries,
or of a claim for reimbursement, indemnification or contribution arising out of
or related to any such claim for damages or rescission, (v) any payment of
management, consulting or investment banking fees (or other fees of a similar
nature) and (vi) any payment in respect of a purchase price adjustment, earn-out
or other similar form of contingent purchase price.

               "REVOLVING CREDIT AVAILABILITY" means, at any particular time,
the amount by which the Aggregate Commitment at such time exceeds the Revolving
Credit Obligations outstanding at such time.

               "REVOLVING CREDIT OBLIGATIONS" means, at any particular time, the
sum of (i) the outstanding principal amount of the Revolving Loans at such time,
plus (ii) the outstanding principal amount of the Swing Line Loans at such time,
plus (iii) the outstanding L/C Obligations at such time.

               "REVOLVING LOAN" is defined in Section 2.1.

               "RISK-BASED CAPITAL GUIDELINES" is defined in Section 4.2.

               "S&P" means Standard & Poor's Ratings Group, a division of
McGraw-Hill, Inc.


                                       21

<PAGE>   32


               "SALE AND LEASEBACK TRANSACTION" means any lease, whether an
operating lease or a Capitalized Lease, of any property (whether real or
personal or mixed), (i) which the Company or one of its Subsidiaries sold or
transferred or is to sell or transfer to any other Person, or (ii) which the
Company or one of its Subsidiaries intends to use for substantially the same
purposes as any other property which has been or is to be sold or transferred by
the Company or one of its Subsidiaries to any other Person in connection with
such lease.

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

               "SELLING LENDER" is defined in Section 2.5(C)(ii).

               "SINGLE EMPLOYER PLAN" means a Plan maintained by the Company or
any member of the Controlled Group for employees of the Company or any member of
the Controlled Group.

               "SOLVENT" means, when used with respect to any Person, that at
the time of determination:

               (a) the fair value of its assets (both at fair valuation and at
       present fair saleable value) is equal to or in excess of the total amount
       of its liabilities, including, without limitation, contingent
       liabilities; and

               (b) it is then able and expects to be able to pay its debts as
       they mature; and

               (c) it has capital sufficient to carry on its business as
       conducted and as proposed to be conducted.

With respect to contingent liabilities (such as litigation, guarantees and
pension plan liabilities), such liabilities shall be computed at the amount
which, in light of all the facts and circumstances existing at the time,
represent the amount which can be reasonably be expected to become an actual or
matured liability.

               "STANDBY LETTER OF CREDIT" means any Letter of Credit other than
a Performance Letter of Credit.

               "SUBSIDIARY" of a Person means (i) any corporation more than
fifty percent (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 fifty
percent (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" means a Subsidiary of the
Company.

               "SUBSIDIARY BORROWER" means any Subsidiaries of the Company duly
designated by the Company pursuant to Section 2.20 to request Advances
hereunder, which Subsidiary shall


                                       22

<PAGE>   33

have delivered to the Administrative Agent an Assumption Letter in accordance
with Section 2.20 and such other documents as may be required pursuant to this
Agreement, in each case together with its respective successors and assigns,
including a debtor-in-possession on behalf of such Subsidiary Borrower.

               "SUBSIDIARY GUARANTOR(S)" means (a) each Subsidiary Borrower, (b)
all of the Company's Material Subsidiaries (other than any Excluded Foreign
Subsidiary); (c) all New Subsidiaries which are Material Subsidiaries and which
have or are required to have satisfied the provisions of Section 7.2(K)(i); (d)
all of the Company's Subsidiaries which become Material Subsidiaries and which
have satisfied or are required to have satisfied the provisions of Section
7.2(K)(ii); and (e) all other Subsidiaries which become Subsidiary Guarantors in
satisfaction of the provisions of Section 7.2(K)(iii) or Section 7.3(Q), in each
case with respect to clauses (a) through (e) above, and together with their
respective successors and assigns.

               "SUBSIDIARY GUARANTY" means that certain Guaranty, dated as of
December 1, 2000 executed by each of Subsidiary Guarantors as of such date (and
any and all supplements thereto executed from time to time by each additional
Subsidiary Guarantor) in favor of the Administrative Agent in substantially the
form of Exhibit I attached hereto, as the same may be amended, restated,
supplemented or otherwise modified from time to time.

               "SUBSTANTIAL PORTION" means, with respect to the assets of the
Company and its Subsidiaries, assets which (i) represent more than 10% of the
consolidated assets of the Company and its Subsidiaries as would be shown in the
consolidated financial statements of the Company 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 Company and its
Subsidiaries as reflected in the financial statements referred to in clause (i)
above.

               "SWING LINE BANK" means Bank One or any other Lender as a
successor Swing Line Bank pursuant to the terms hereof.

               "SWING LINE COMMITMENT" means the commitment of the Swing Line
Bank to make Swing Line Loans up to a maximum principal amount of Fifteen
Million and 00/100 Dollars ($15,000,000) at any one time outstanding.

               "SWING LINE LOAN" means a Loan made available to the applicable
Borrower by the Swing Line Bank pursuant to Section 2.2 hereof.

               "TAXES" is defined in Section 2.14(E)(i).

               "TERMINATION CONDITIONS" is defined in Section 2.18.

               "TERMINATION DATE" means the earlier of (a) December 1, 2003, and
(b) the date of termination in whole of the Aggregate Commitment pursuant to
Section 2.5 hereof or the Commitments pursuant to Section 9.1 hereof.


                                       23

<PAGE>   34


               "TERMINATION EVENT" means (i) a Reportable Event with respect to
any Benefit Plan; (ii) the withdrawal of the Company or any member of the
Controlled Group from a Benefit Plan during a plan year in which the Company or
such Controlled Group member was a "substantial employer" as defined in Section
4001(a)(2) of ERISA or the cessation of operations which results in the
termination of employment of twenty percent (20%) of Benefit Plan participants
who are employees of the Company or any member of the Controlled Group; (iii)
the imposition of an obligation on the Company or any member of the Controlled
Group under Section 4041 of ERISA to provide affected parties written notice of
intent to terminate a Benefit Plan in a distress termination described in
Section 4041(c) of ERISA; (iv) the institution by the PBGC or any similar
foreign governmental authority of proceedings to terminate a Benefit Plan or
Foreign Pension Plan; (v) any event or condition which constitutes grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Benefit Plan; (vi) that a foreign governmental authority shall
appoint or institute proceedings to appoint a trustee to administer any Foreign
Pension Plan in place of the existing administrator, or (vii) the partial or
complete withdrawal of the Company or any member of the Controlled Group from a
Multiemployer Plan or Foreign Pension Plan.

               "TRANSACTION DOCUMENTS" means the Loan Documents and, from and
after the consummation of the H-B Acquisition, the documents executed and
delivered by the Company or any of its Subsidiaries in connection with the H-B
Acquisition, including, without limitation, the H-B Acquisition Agreement.

               "TRANSFEREE" is defined in Section 14.5.

               "TREATY ON EUROPEAN UNION" means the Treaty of Rome of March 25,
1957, as amended by the Single European Act 1986 and the Maastricht Treaty
(which was signed at Maastricht on February 7, 1992 and came into force on
November 1, 1993), as amended from time to time.

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

               "UNFUNDED LIABILITIES" means (i) in the case of Single Employer
Plans, the amount (if any) by which the aggregate accumulated benefit
obligations exceeds the aggregate fair market value of assets of present value
of all vested nonforfeitable benefits under all Single Employer Plans as of the
most recent measurement date, all as determined under FAS 87 using the methods
and assumptions used by the Company for financial accounting purposes, and (ii)
in the case of Multiemployer Plans, the withdrawal liability that would be
incurred by the Controlled Group if all members of the Controlled Group
completely withdrew from all Multiemployer Plans.

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

               The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms. Any accounting terms used in
this Agreement which are not


                                       24

<PAGE>   35

specifically defined herein shall have the meanings customarily given them in
accordance with Agreement Accounting Principles.

       1.2.   References.  Any references to the Company's Subsidiaries shall
not in any way be construed as consent by the Administrative Agent or any Lender
to the establishment, maintenance or acquisition of any Subsidiary, except as
may otherwise be permitted hereunder.

       1.3. Supplemental Disclosure. At any time at the request of the
Administrative Agent and at such additional times as the Company determines, the
Company shall supplement each schedule or representation herein or in the other
Loan Documents with respect to any matter hereafter arising which, if existing
or occurring at the date of this Agreement, would have been required to be set
forth or described in such schedule or as an exception to such representation or
which is necessary to correct any information in such schedule or representation
which has been rendered inaccurate thereby. Notwithstanding that any such
supplement to such schedule or representation may disclose the existence or
occurrence of events, facts or circumstances which are either prohibited by the
terms of this Agreement or any other Loan Documents or which result in the
breach of any representation or warranty, such supplement to such schedule or
representation shall not be deemed either an amendment thereof or a waiver of
such breach unless expressly consented to in writing by Administrative Agent and
the Required Lenders, and no such amendments, except as the same may be
consented to in a writing which expressly includes a waiver, shall be or be
deemed a waiver by the Administrative Agent or any Lender of any Default
disclosed therein. Any items disclosed in any such supplemental disclosures
shall be included in the calculation of any limits, baskets or similar
restrictions contained in this Agreement or any of the other Loan Documents.

                     ARTICLE II: REVOLVING LOAN FACILITY

       2.1.   Revolving Loans.

       (A) Amount of Revolving Loans. Upon the satisfaction of the conditions
precedent set forth in Sections 5.1, 5.2 and 5.3, as applicable, from and
including the Closing Date and prior to the Termination Date, each Lender
severally and not jointly agrees, on the terms and conditions set forth in this
Agreement, to make revolving loans to the Borrowers from time to time, in
Dollars, in an amount not to exceed such Lender's Pro Rata Share of Revolving
Credit Availability at such time (each individually, a "REVOLVING LOAN" and,
collectively, the "REVOLVING LOANS"); provided however, at no time shall the
amount of the Revolving Credit Obligations exceed the Aggregate Commitment.
Subject to the terms of this Agreement, the Borrowers may borrow, repay and
reborrow Revolving Loans at any time prior to the Termination Date. The
Revolving Loans made on the Closing Date or on or before the third (3rd)
Business Day thereafter shall initially be Floating Rate Loans and thereafter
may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans
in the manner provided in Section 2.9 and subject to the other conditions and
limitations therein set forth and set forth in this Article II and set forth in
the definition of Interest Period. Revolving Loans made after the third (3rd)
Business Day after the Closing Date shall be, at the option of the applicable
Borrower, either Floating Rate Loans or Eurodollar Rate Loans selected in
accordance


                                       25

<PAGE>   36

with Section 2.9. On the Termination Date, each of the Borrowers shall repay in
full the outstanding principal balance of the Revolving Loans made to it. Each
Advance under this Section 2.1 shall consist of Revolving Loans made by each
Lender ratably in proportion to such Lender's respective Pro Rata Share.

       (B) Borrowing/Election Notice. The applicable Borrower shall deliver to
the Administrative Agent a Borrowing/Election Notice, signed by it, in
accordance with the terms of Section 2.7.

       (C) Making of Revolving Loans. Promptly after receipt of the
Borrowing/Election Notice under Section 2.7 in respect of Revolving Loans, the
Administrative Agent shall notify each Lender by telecopy, or other similar form
of transmission, of the requested Revolving Loan. Each Lender shall make
available its Revolving Loan in accordance with the terms of Section 2.6. The
Administrative Agent will promptly make the funds so received from the Lenders
available to the applicable Borrower at the Administrative Agent's office in
Chicago, Illinois on the applicable Borrowing Date and shall disburse such
proceeds in accordance with the applicable Borrower's disbursement instructions
set forth in such Borrowing/Election Notice. The failure of any Lender to
deposit the amount described above with the Administrative Agent on the
applicable Borrowing Date shall not relieve any other Lender of its obligations
hereunder to make its Revolving Loan on such Borrowing Date.

       2.2.   Swing Line Loans.

       (A) Amount of Swing Line Loans. On the terms and conditions set forth in
this Agreement and upon the satisfaction of the conditions precedent set forth
in Section 5.1, 5.2 and 5.3, as applicable, from and including the Closing Date
and prior to the Termination Date, the Swing Line Bank agrees to make swing line
loans to the Borrowers from time to time, in Dollars, in an amount not to exceed
the Swing Line Commitment (each, individually, a "SWING LINE LOAN" and
collectively, the "SWING LINE LOANS"); provided, however, at no time shall the
amount of the Revolving Credit Obligations exceed the Aggregate Commitment; and
provided, further, that at no time shall the sum of (a) the Swing Line Bank's
Pro Rata Share of the Swing Line Loans, plus (b) the outstanding amount of
Revolving Loans made by the Swing Line Bank pursuant to Section 2.1, plus (c)
the Swing Line Bank's share of the obligations to purchase participations in
Letters of Credit, exceed the Swing Line Bank's Commitment at such time. Subject
to the terms of this Agreement, the Borrowers may borrow, repay and reborrow
Swing Line Loans at any time prior to the Termination Date.

       (B) Borrowing/Election Notice. The applicable Borrower shall deliver to
the Administrative Agent and the Swing Line Bank a Borrowing/Election Notice,
signed by it, not later than 12:00 p.m. (Chicago time) on the Borrowing Date of
each Swing Line Loan, specifying (i) the applicable Borrowing Date (which date
shall be a Business Day and which may be the same date as the date the
Borrowing/Election Notice is given), and (ii) the aggregate amount of the
requested Swing Line Loan which shall be an amount not less than $100,000 (and
increments of $100,000 if in excess thereof).

                                       26

<PAGE>   37



       (C) Making of Swing Line Loans. Promptly after receipt of the
Borrowing/Election Notice under Section 2.2(B) in respect of Swing Line Loans
the Administrative Agent shall notify each Lender by telex or telecopy, or other
similar form of transmission, of the requested Swing Line Loan. Not later than
4:00 p.m. (Chicago time) on the applicable Borrowing Date, the Swing Line Bank
shall make available its Swing Line Loan, in funds immediately available in
Chicago to the Administrative Agent at its address specified pursuant to Article
XV. The Administrative Agent will promptly make the funds so received from the
Swing Line Bank available to the applicable Borrower on the Borrowing Date at
the Administrative Agent's aforesaid address. The Swing Line Loans shall be
Floating Rate Loans unless the applicable Borrower and the Swing Line Bank agree
otherwise.

       (D) Repayment of Swing Line Loans. Each Swing Line Loan shall be paid in
full by the applicable Borrower on or before the fifth (5th) Business Day after
the Borrowing Date for such Swing Line Loan. The applicable Borrower may at any
time pay, without penalty or premium, all outstanding Swing Line Loans or, in a
minimum amount of $100,000 and increments of $100,000 in excess thereof, any
portion of the outstanding Swing Line Loans, upon notice to the Administrative
Agent and the Swing Line Bank. In addition, the Administrative Agent (i) may at
any time in the sole discretion of the Swing Line Bank with respect to any
outstanding Swing Line Loan, or (ii) shall on the fifth (5th) Business Day after
the Borrowing Date of any Swing Line Loan, require each Lender (including the
Swing Line Bank) to make a Revolving Loan in the amount of such Lender's Pro
Rata Share of such Swing Line Loan, for the purpose of repaying such Swing Line
Loan. Not later than 2:00 p.m. (Chicago time) on the date of any notice received
pursuant to this Section 2.2(D), each Lender shall make available its required
Revolving Loan or Revolving Loans, in funds immediately available in Chicago to
the Administrative Agent at its address specified pursuant to Article XV.
Revolving Loans made pursuant to this Section 2.2(D) shall initially be Floating
Rate Loans and thereafter may be continued as Floating Rate Loans or converted
into Eurodollar Rate Loans in the manner provided in Section 2.9 and subject to
the other conditions and limitations therein set forth and set forth in this
Article II. Unless a Lender shall have notified the Swing Line Bank, prior to
its making any Swing Line Loan, that any applicable condition precedent set
forth in Sections 5.1, 5.2 and 5.3, as applicable, had not then been satisfied,
such Lender's obligation to make Revolving Loans pursuant to this Section 2.2(D)
to repay Swing Line Loans shall be unconditional, continuing, irrevocable and
absolute and shall not be affected by any circumstances, including, without
limitation, (a) any set-off, counterclaim, recoupment, defense or other right
which such Lender may have against the Administrative Agent, the Swing Line Bank
or any other Person, (b) the occurrence or continuance of a Default or Unmatured
Default, (c) any adverse change in the condition (financial or otherwise) of the
Company, or (d) any other circumstances, happening or event whatsoever. In the
event that any Lender fails to make payment to the Administrative Agent of any
amount due under this Section 2.2(D), the Administrative Agent shall be entitled
to receive, retain and apply against such obligation the principal and interest
otherwise payable to such Lender hereunder until the Administrative Agent
receives such payment from such Lender or such obligation is otherwise fully
satisfied. In addition to the foregoing, if for any reason any Lender fails to
make payment to the Administrative Agent of any amount due under this Section
2.2(D), such Lender shall be deemed, at the option of the Administrative Agent,
to have unconditionally and irrevocably purchased from the Swing Line Bank,
without recourse or warranty, an undivided interest and


                                       27

<PAGE>   38

participation in the applicable Swing Line Loan in the amount of such Revolving
Loan, and such interest and participation may be recovered from such Lender
together with interest thereon at the Federal Funds Effective Rate for each day
during the period commencing on the date of demand and ending on the date such
amount is received. On the Termination Date, each of the Borrowers shall repay
in full the outstanding principal balance of all Swing Line Loans made to it.

       2.3. Rate Options for all Advances; Maximum Interest Periods. The Swing
Line Loans shall be Floating Rate Loans unless the applicable Borrower and the
Swing Line Bank agree otherwise. The Revolving Loans may be Floating Rate
Advances or Eurodollar Rate Advances, or a combination thereof, selected by the
applicable Borrowers in accordance with Section 2.9. The Borrowers may select,
in accordance with Section 2.9, Rate Options and Interest Periods applicable to
portions of the Revolving Loans; provided that there shall be no more than six
(6) Interest Periods in effect with respect to all of the Loans at any time.

       2.4.   Optional Payments; Mandatory Prepayments.

       (A) Optional Payments. The Borrowers may from time to time and at any
time upon at least one (1) Business Day's prior written notice repay or prepay,
without penalty or premium all or any part of outstanding Floating Rate Advances
in an aggregate minimum amount of Four Million Dollars ($4,000,000) and in
integral multiples of One Million Dollars ($1,000,000) in excess thereof.
Eurodollar Rate Advances may be voluntarily repaid or prepaid prior to the last
day of the applicable Interest Period, subject to the indemnification provisions
contained in Section 4.4, in an aggregate minimum amount of Four Million and
00/100 Dollars ($4,000,000) and in integral multiples of One Million and 00/100
Dollars ($1,000,000) in excess thereof; provided, that the applicable Borrower
may not so prepay Eurodollar Rate Advances unless it shall have provided at
least three (3) Business Days' prior written notice to the Administrative Agent
of such prepayment and provided, further, all Eurodollar Loans constituting part
of the same Eurodollar Rate Advance shall be repaid or prepaid at the same time.

       (B) Determination of Dollar Amounts of Letters of Credit; Mandatory
Prepayments of Revolving Loans.

               (i) The Administrative Agent will determine the Dollar Amount of:

                   (a) each Letter of Credit on the date three (3) Business
               Days prior to the issuance date, or, if applicable, renewal date
               of such Letter of Credit; and

                   (b) all outstanding L/C Obligations on and as of the last
               Business Day of each calendar month and on any other Business Day
               elected by the Administrative Agent in its discretion or upon
               instruction by the Required Lenders.

Each day upon or as of which the Administrative Agent determines Dollar Amounts
as described in the preceding clauses (a) and (b) is herein described as a
"COMPUTATION DATE" with respect to each Letter of Credit for which a Dollar
Amount is determined on or as of such day.


                                       28

<PAGE>   39

               (ii)  If at any time and for any reason (other than as the result
       of fluctuations in currency exchange rates) the Dollar Amount of the
       Revolving Credit Obligations (calculated, with respect to all L/C
       Obligations denominated in Agreed Currencies other than Dollars, as of
       the most recent Computation Date with respect to each such L/C
       Obligation) is greater than the Aggregate Commitment, the Borrowers shall
       immediately make a mandatory prepayment of the Obligations in an amount
       equal to such excess. The Company shall also make all prepayments
       required under Section 2.5(B).

               (iii) If, on any Computation Date, as a result of fluctuations in
       currency exchange rates the Dollar Amount of the Revolving Credit
       Obligations exceeds one hundred five percent (105%) of the Aggregate
       Commitment, the Administrative Agent shall so notify the Company and the
       Lenders of such occurrence and the Borrowers shall immediately repay
       Revolving Loans or Swingline Loans in an aggregate principal amount
       sufficient to eliminate any such excess.

               (iv)  All of the mandatory prepayments made under this Section
       2.4(B) shall be applied first to Floating Rate Loans and to any
       Eurodollar Rate Loans maturing on such date and then to subsequently
       maturing Eurodollar Rate Loans.

       2.5.    Changes in Commitments.

       (A)     Voluntary Commitment Reductions. The Company may permanently
reduce the Aggregate Commitment in whole, or in part ratably among the Lenders,
in an aggregate minimum amount of Ten Million and 00/100 Dollars ($10,000,000)
and integral multiples of One Million and 00/100 Dollars ($1,000,000) in excess
of that amount (unless the Aggregate Commitment is reduced in whole), upon at
least three (3) Business Day's prior written notice to the Administrative Agent,
which notice shall specify the amount of any such reduction; provided, however,
that the amount of the Aggregate Commitment may not be reduced below the
aggregate principal amount of the outstanding Revolving Credit Obligations. All
accrued commitment fees shall be payable on the effective date of any
termination of all or any part of the obligations of the Lenders to make Loans
hereunder.

       (B)     Mandatory Commitment Reductions.

               (i)   Asset Sales and Sale and Leaseback Transactions. If at any
       time and for any reason the Company shall, or it shall permit any
       Subsidiary to, consummate any Asset Sale (other than Asset Sales
       permitted under Sections 7.3(B)(i), (ii), (iii) and (iv)) or Sale and
       Leaseback Transaction (other than Permitted Sale and Leaseback
       Transactions), the Aggregate Commitment shall be permanently reduced by
       an amount equal to the Net Cash Proceeds thereof and the Company shall
       immediately make a mandatory prepayment of the Obligations in an amount
       equal to such Net Cash Proceeds.

               (ii)  Financings.

               (a)   Except as provided in clause (ii)(b) below, upon the
       consummation of any Financing (other than (i) the issuance of any Equity
       Interests of the Company as consideration for the H-B Acquisition on the
       effective date of the H-B Acquisition and


                                       29

<PAGE>   40

(ii) the issuance of any Equity Interests of the Company so long as the proceeds
of such issuance shall, promptly following the Company's receipt thereof, be
paid by the Company as all or part of the consideration for any Permitted
Acquisition) by the Company or any Subsidiary of the Company, within three (3)
Business Days after the Company's or any of its Subsidiaries' receipt of any Net
Cash Proceeds from such Financing, the Company shall make a mandatory prepayment
of the Obligations in an amount equal to (x) at any time the Leverage Ratio
(determined as of the last day of the most recent fiscal quarter for which a
compliance certificate shall have been delivered in accordance with Section
7.1(A)) shall be greater than or equal to 1.00 to 1.00, 100% of such Net Cash
Proceeds, and (y) at any time the Leverage Ratio (determined as of the last day
of the most recent fiscal quarter for which a compliance certificate shall have
been delivered in accordance with Section 7.1(A)) shall be less than 1.00 to
1.00, 50% of such Net Cash Proceeds.

       (b) Notwithstanding the foregoing, Net Cash Proceeds subject to clause
(ii)(a) above shall not include Net Cash Proceeds received in connection with
(x) the issuance of any Capital Stock of the Company or any Subsidiary of the
Company, other than Disqualified Stock, to any employee, executive, director or
officer pursuant to an Incentive Arrangement, or (y) the issuance of
Indebtedness permitted to be incurred under Sections 7.3(A)(i) through (viii).

(C)    Increase in Commitments.

       (i) At any time, the Company (on behalf of itself and the other
Borrowers) may request that the Aggregate Commitment be increased (which
increase shall increase the then effective Letter of Credit sublimit set forth
in Section 3.3(i)(b) on a dollar-for- dollar basis up to a maximum sublimit of
$200,000,000); provided that, without the prior written consent of all of the
Lenders, (a) the Aggregate Commitment shall at no time exceed $300,000,000 minus
the aggregate amount of all reductions in the Aggregate Commitment previously
made pursuant to Section 2.5(A) or (B); (b) the Company shall not make any such
request during the six month period following any reduction in the Aggregate
Commitment previously made pursuant to Section 2.5(A) or (B); (c) the Company
shall not be entitled to make more than one such request during the term of this
Agreement; and (d) each such request shall be in a minimum amount of at least
$50,000,000 and increments of $1,000,000 in excess thereof. Such request shall
be made in a written notice given to the Administrative Agent and the Lenders by
the Company not less than twenty (20) Business Days prior to the proposed
effective date of such increase, which notice (a "COMMITMENT INCREASE NOTICE")
shall specify the amount of the proposed increase in the Aggregate Commitment
and the proposed effective date of such increase. In the event of such a
Commitment Increase Notice, each of the Lenders shall be given the opportunity
to participate in the requested increase ratably in proportions that their
respective Commitments bear to the Aggregate Commitment. No Lender shall have
any obligation to increase its Commitment pursuant to a Commitment Increase
Notice. On or prior to the date that is fifteen (15) Business Days after receipt
of the Commitment Increase Notice, each Lender shall submit to the
Administrative Agent a notice indicating the maximum amount by which it is
willing to increase its Commitment


                                       30

<PAGE>   41

in connection with such Commitment Increase Notice (any such notice to the
Administrative Agent being herein a "LENDER INCREASE NOTICE"). Any Lender which
does not submit a Lender Increase Notice to the Administrative Agent prior to
the expiration of such fifteen (15) Business Day period shall be deemed to have
denied any increase in its Commitment. In the event that the increases of
Commitments set forth in the Lender Increase Notices exceed the amount requested
by the Company in the Commitment Increase Notice, the Administrative Agent and
the Arranger shall have the right, in consultation with the Company, to allocate
the amount of increases necessary to meet the Company's Commitment Increase
Notice. In the event that the Lender Increase Notices are less than the amount
requested by the Company, not later than three (3) Business Days prior to the
proposed effective date the Company may notify the Administrative Agent of any
financial institution that shall have agreed to become a "Lender" party hereto
(a "PROPOSED NEW LENDER") in connection with the Commitment Increase Notice. Any
Proposed New Lender shall be consented to by the Administrative Agent (which
consent shall not be unreasonably withheld) and shall be a commercial bank
having capital and retained earnings of at least $500,000,000. If the Company
shall not have arranged any Proposed New Lender(s) to commit to the shortfall
from the Lender Increase Notices, then the Company shall be deemed to have
reduced the amount of its Commitment Increase Notice to the aggregate amount set
forth in the Lender Increase Notices. Based upon the Lender Increase Notices,
any allocations made in connection therewith and any notice regarding any
Proposed New Lender, if applicable, the Administrative Agent shall notify the
Company and the Lenders on or before the Business Day immediately prior to the
proposed effective date of the amount of each Lender's and Proposed New Lenders'
Commitment (the "EFFECTIVE COMMITMENT AMOUNT") and the amount of the Aggregate
Commitment, which amounts shall be effective on the following Business Day. Any
increase in the Aggregate Commitment shall be subject to the following
conditions precedent: (A) the Company shall have obtained the consent thereto of
each Guarantor and its reaffirmation of the Loan Document(s) executed by it,
which consent and reaffirmation shall be in writing and in form and substance
reasonably satisfactory to the Administrative Agent, (B) as of the date of the
Commitment Increase Notice and as of the proposed effective date of the increase
in the Aggregate Commitment all representations and warranties shall be true and
correct in all material respects as though made on such date and no event shall
have occurred and then be continuing which constitutes a Default or Unmatured
Default, (C) the Borrowers, the Administrative Agent and each Proposed New
Lender or Lender that shall have agreed to provide a "Commitment" in support of
such increase in the Aggregate Commitment shall have executed and delivered a
"Commitment and Acceptance" substantially in the form of Exhibit M hereto, (D)
counsel for the Company and for the Guarantors shall have provided to the
Administrative Agent supplemental opinions in form and substance reasonably
satisfactory to the Administrative Agent and (E) the Borrowers and the Proposed
New Lender shall otherwise have executed and delivered such other instruments
and documents as may be required under Article V or that the Administrative
Agent shall have reasonably requested in connection with such increase. If any
fee shall be charged by the Lenders in connection with any such increase, such
fee shall be in accordance with then prevailing market conditions, which market
conditions shall have been reasonably documented by the Administrative Agent


                                       31

<PAGE>   42

to the Company. Upon satisfaction of the conditions precedent to any increase in
the Aggregate Commitment, the Administrative Agent shall promptly advise the
Company and each Lender of the effective date of such increase. Upon the
effective date of any increase in the Aggregate Commitment that is supported by
a Proposed New Lender, such Proposed New Lender shall be a party to this
Agreement as a Lender and shall have the rights and obligations of a Lender
hereunder and thereunder. Nothing contained herein shall constitute, or
otherwise be deemed to be, a commitment on the part of any Lender to increase
its Commitment hereunder at any time.

       (ii) For purposes of this clause (ii), (A) the term "BUYING LENDER(S)"
shall mean (1) each Lender the Effective Commitment Amount of which is greater
than its Commitment prior to the effective date of any increase in the Aggregate
Commitment and (2) each Proposed New Lender that is allocated an Effective
Commitment Amount in connection with any Commitment Increase Notice and (b) the
term "SELLING LENDER(S)" shall mean each Lender whose Commitment is not being
increased from that in effect prior to such increase in the Aggregate
Commitment. Effective on the effective date of any increase in the Aggregate
Commitment pursuant to clause (i) above, each Selling Lender hereby sells,
grants, assigns and conveys to each Buying Lender, without recourse, warranty,
or representation of any kind, except as specifically provided herein, an
undivided percentage in such Selling Lender's right, title and interest in and
to its outstanding Loans in the respective Dollar Amounts and percentages
necessary so that, from and after such sale, each such Selling Lender's
outstanding Loans shall equal such Selling Lender's Pro Rata Share (calculated
based upon the Effective Commitment Amounts) of the outstanding Loans. Effective
on the effective date of the increase in the Aggregate Commitment pursuant to
clause (i) above, each Buying Lender hereby purchases and accepts such grant,
assignment and conveyance from the Selling Lenders. Each Buying Lender hereby
agrees that its respective purchase price for the portion of the outstanding
Loans purchased hereby shall equal the respective Dollar Amount necessary so
that, from and after such payments, each Buying Lender's outstanding Loans shall
equal such Buying Lender's Pro Rata Share (calculated based upon the Effective
Commitment Amounts) of the outstanding Loans. Such amount shall be payable on
the effective date of the increase in the Aggregate Commitment by wire transfer
of immediately available funds to the Administrative Agent. The Administrative
Agent, in turn, shall wire transfer any such funds received to the Selling
Lenders, in same day funds, for the sole account of the Selling Lenders. Each
Selling Lender hereby represents and warrants to each Buying Lender that such
Selling Lender owns the Loans being sold and assigned hereby for its own account
and has not sold, transferred or encumbered any or all of its interest in such
Loans, except for participations which will be extinguished upon payment to
Selling Lender of an amount equal to the portion of the outstanding Loans being
sold by such Selling Lender. Each Buying Lender hereby acknowledges and agrees
that, except for each Selling Lender's representations and warranties contained
in the foregoing sentence, each such Buying Lender has entered into its
Commitment and Acceptance with respect to such increase on the basis of its own
independent investigation and has not relied upon, and will not rely upon, any
explicit or implicit written or oral representation, warranty or other statement
of the Lenders or the Administrative Agent concerning the authorization,
execution, legality, validity,


                                       32

<PAGE>   43

       effectiveness, genuineness, enforceability or sufficiency of this
       Agreement or the other Loan Documents. The Company hereby agrees to
       compensate each Selling Lender for all losses, expenses and liabilities
       incurred by each Lender in connection with the sale and assignment of any
       Eurodollar Loan hereunder on the terms and in the manner as set forth in
       Section 3.4.

       2.6. Method of Borrowing. On each Borrowing Date, each Lender shall make
available its Revolving Loan or Revolving Loans, if any, not later than noon,
Chicago time, in Federal or other funds immediately available to the
Administrative Agent, in Chicago, Illinois at its address specified in or
pursuant to Article XV. Unless the Administrative Agent determines that any
applicable condition specified in Article V has not been satisfied, the
Administrative Agent will make the funds so received from the Lenders available
to the applicable Borrower at the Administrative Agent's aforesaid address.

       2.7. Method of Selecting Types and Interest Periods for Advances. The
applicable Borrower shall select the Type of Advance and, in the case of each
Eurodollar Rate Advance, the Interest Period applicable to each Advance from
time to time. The applicable Borrower shall give the Administrative Agent
irrevocable notice in substantially the form of Exhibit B hereto (a
"BORROWING/ELECTION NOTICE") not later than 10:00 a.m. (Chicago time) (a) on or
before the Borrowing Date of each Floating Rate Advance, (b) three (3) Business
Days before the Borrowing Date for each Eurodollar Rate Advance. The Borrowers
shall select Interest Periods so that, to the best of their knowledge, it will
not be necessary to prepay all or any portion of any Eurodollar Rate Loan prior
to the last day of the applicable Interest Period in order to make mandatory
prepayments as required pursuant to the terms hereof. Each Floating Rate Advance
and all Obligations other than Loans shall bear interest from and including the
date of the making of such Advance, in the case of Loans, and the date such
Obligation is due and owing in the case of such other Obligations, to (but not
including) the date of repayment thereof at the Floating Rate changing when and
as such Floating Rate changes. Changes in the rate of interest on that portion
of any Advance maintained as a Floating Rate Loan will take effect
simultaneously with each change in the Alternate Base Rate. Each Eurodollar Rate
Advance shall bear interest from and including the first day of the Interest
Period applicable thereto to (but not including) the last day of such Interest
Period at the interest rate determined as applicable to such Eurodollar Rate
Advance and shall change as and when the Applicable Eurodollar Margin changes.

       2.8. Minimum Amount of Each Advance. Each Advance (other than an Advance
to repay Swing Line Loans or a Reimbursement Obligation) shall be in the minimum
amount of Four Million Dollars ($4,000,000) and in multiples of One Million
Dollars ($1,000,000) if in excess thereof, provided, however, that any Floating
Rate Advance may be in the amount of the unused Aggregate Commitment.

       2.9. Method of Selecting Types and Interest Periods for Conversion and
Continuation of Advances.

       (A) Right to Convert. The applicable Borrower may elect from time to
time, subject to the provisions of Section 2.3 and this Section 2.9, to convert
all or any part of a Loan of any Type into any other Type or Types of Loans;
provided that any conversion of any Eurodollar

                                       33

<PAGE>   44



Rate Advance shall be made on, and only on, the last day of the Interest Period
applicable thereto.

       (B) Automatic Conversion and Continuation. Floating Rate Loans shall
continue as Floating Rate Loans unless and until such Floating Rate Loans are
converted into Eurodollar Rate Loans. Eurodollar Rate Loans shall continue as
Eurodollar Rate Loans until the end of the then applicable Interest Period
therefor, at which time such Eurodollar Rate Loans shall be automatically
converted into Floating Rate Loans unless such Eurodollar Rate Loans shall have
been repaid or the Company shall have given the Administrative Agent notice in
accordance with Section 2.9 (D) requesting that, at the end of such Interest
Period, such Eurodollar Rate Loans continue as a Eurodollar Rate Loan.

       (C) No Conversion Post-Default or Post-Unmatured Default. Notwithstanding
anything to the contrary contained in Section 2.9(A) or Section 2.9(B), no Loan
may be converted into or continued as a Eurodollar Rate Loan (except with the
consent of the Required Lenders) when any Default or Unmatured Default has
occurred and is continuing.

       (D) Borrowing/Election Notice. The Company shall give the Administrative
Agent an irrevocable Borrowing/Election Notice of each conversion of a Floating
Rate Loan into a Eurodollar Rate Loan or continuation of a Eurodollar Rate Loan
not later than 10:00 a.m. (Chicago time) (x) one (1) Business Day prior to the
date of the requested conversion or continuation, with respect to any Loan to be
converted to or continued as a Floating Rate Advance, and (y) three (3) Business
Days prior to the date of the requested conversion or continuation, with respect
to any Loan to be converted or continued as a Eurodollar Rate Loan, specifying:
(1) the requested date (which shall be a Business Day) of such conversion or
continuation; (2) the amount and Type of the Loan to be converted or continued;
and (3) if applicable, the amount of Eurodollar Rate Loan(s) into which such
Loan is to be converted or continued and the duration of the Interest Period
applicable thereto.

       2.10. Default Rate. After the occurrence and during the continuance of a
Default, at the option of the Administrative Agent or at the direction of the
Required Lenders the interest rate(s) applicable to the Obligations and all
other fees (including the fees payable under Section 3.8 with respect to Letters
of Credit) shall be equal to (x) the interest rates and fees calculated based on
the maximum Applicable Floating Rate Margins, Applicable Eurodollar Margin and
Applicable Commitment Fee Percentage, as applicable, under the pricing grid set
forth in Section 2.14(D)(ii) plus (y) two percent (2.00%) per annum for all such
Obligations and fees; provided that during the continuation of a bankruptcy or
insolvency default such interest rate and fee increases shall be automatically
applicable without any election of the Administrative Agent or action of the
Required Lenders.

       2.11.  Method of Payment.

       (A) Method of Payment. All payments of principal, interest, fees,
reimbursements, commissions, L/C Obligations and other Obligations hereunder
shall be made, without setoff, deduction or counterclaim (unless indicated
otherwise in Section 2.14(E)), in immediately available funds to the
Administrative Agent at the Administrative Agent's address specified

                                       34

<PAGE>   45



pursuant to Article XV, or at any other Lending Installation of the applicable
Issuing Bank specified in writing by such Issuing Bank to the applicable
Borrower in connection with any Letter of Credit issued in an Agreed Currency
other than Dollars. Each Advance shall be repaid or prepaid in Dollars in the
amount equal to the amount borrowed and interest payable thereon shall also be
paid in Dollars. Each L/C Obligation denominated in an Agreed Currency other
than Dollars shall be repaid, and all interest and fees to be paid in respect
thereof shall be paid, in the currency in which the related Letter of Credit was
issued or, where such currency has converted to euro, in euro. All payments to
be made by any Borrower hereunder in any currency other than Dollars shall be
made in such currency on the date due in such funds as may then be customary for
the settlement of international transactions in such currency for the account of
the Administrative Agent or applicable Issuing Bank, as applicable, at its
designated Lending Installation for such currency. Each payment delivered to the
Administrative Agent for the account of any Lender shall be delivered promptly
by the Administrative Agent to such Lender in the same type of funds that the
Administrative Agent received at its address specified pursuant to Article XV or
at any Lending Installation specified in a notice received by the Administrative
Agent from such Lender. The Administrative Agent is hereby authorized to charge
any account of the applicable Borrower maintained with Bank One or any of its
Affiliates for each payment of principal, interest and fees as it becomes due
hereunder. Each reference to the Administrative Agent in this Section 2.11 shall
also be deemed to refer, and shall apply equally, to each Issuing Bank, in the
case of payments required to be made by any Borrower to any Issuing Bank
pursuant to Article III.

       (B) Market Disruption. If, after the designation by the applicable
Issuing Bank and the Administrative Agent of any currency as an Agreed Currency,
in the reasonable opinion of any Borrower, any Issuing Bank, the Required
Lenders or the Administrative Agent, (x) there shall occur any change in
national or international financial, political or economic conditions or
currency exchange rates or currency control or other exchange regulations are
imposed in the country which issues such currency with the result that it shall
be impractical for any L/C Obligation to be denominated in such currency or
different types of such currency are introduced, (y) such currency is no longer
readily available or freely traded or (z) an Equivalent Amount of such currency
is not readily calculable (any such event a "MARKET DISRUPTION"), such Borrower,
such Issuing Bank, the Required Lenders or the Administrative Agent, as
applicable, shall promptly notify the Lenders, the Issuing Banks, the
Administrative Agent and the Borrowers, and such currency shall no longer be an
Agreed Currency until such time as the Administrative Agent and any applicable
Issuing Bank agrees to reinstate such currency as an Agreed Currency, and all
payments to be made by the applicable Borrower hereunder in such currency shall
instead be made when due in Dollars in an amount equal to the Dollar Amount (as
of the date of repayment) of such payment due, it being the intention of the
parties hereto that the Borrowers take all risks of the imposition of any such
currency control or exchange regulations. For purposes of this Section 2.11(B),
the commencement of the third stage of the European Economic and Monetary Union
shall not constitute the imposition of currency control or exchange regulations.

       2.12.  Evidence of Debt.




                                       35
<PAGE>   46

       (A) Loan Account. Each Lender shall maintain in accordance with its usual
practice an account or accounts (a "Loan Account") evidencing the indebtedness
of the Borrowers to such Lender owing to such Lender from time to time,
including the amounts of principal and interest payable and paid to such Lender
from time to time hereunder.

       (B) Register. The Register maintained by the Administrative Agent
pursuant to Section 14.3(C) shall include a control account, and a subsidiary
account for each Lender and each Borrower, in which accounts (taken together)
shall be recorded (i) the date and the amount of each Loan made hereunder, the
Type thereof and the Interest Period, if any, applicable thereto, (ii) the
amount of any principal or interest due and payable or to become due and payable
from each of the Borrowers to each Lender hereunder, (iii) the effective date
and amount of each Assignment Agreement delivered to and accepted by it and the
parties thereto pursuant to Section 14.3, (iv) the amount of any sum received by
the Administrative Agent hereunder for the account of the Lenders and each
Lender's share thereof, and (v) all other appropriate debits and credits as
provided in this Agreement, including, without limitation, all fees, charges,
expenses and interest.

       (C) Entries in Loan Account and Register. The entries made in the Loan
Account, the Register and the other accounts maintained pursuant to clauses (A)
or (B) of this Section shall be prima facie evidence thereof for all purposes,
absent manifest error, unless the applicable Borrower objects to information
contained in the Loan Accounts, the Register or the other accounts within thirty
(30) days of the applicable Borrower's receipt of such information; provided
that the failure of any Lender or the Administrative Agent to maintain such
accounts or any error therein shall not in any manner affect the obligation of
the Borrowers to repay the Loans in accordance with the terms of this Agreement.

       (D) Noteless Transaction; Notes Issued Upon Request. Any Lender may
request that the Revolving Loans made or to be made by it each be evidenced by a
promissory note in substantially the form of Exhibit J to evidence such Lender's
Revolving Loans. In such event, the Borrowers shall prepare, execute and deliver
to such Lender a promissory note for such Loans payable to the order of such
Lender. Thereafter, the Loans evidenced by such promissory note and interest
thereon shall at all times (including after assignment pursuant to Section 14.3)
be represented by one or more promissory notes in such form payable to the order
of the payee named therein.

       2.13.  Telephonic Notices. The Borrowers authorize the Lenders and the
Administrative 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 Administrative Agent or any Lender in good faith
believes to be acting on behalf of the applicable Borrower. Each of the
Subsidiary Borrowers authorizes the Company to make requests and give notices
hereunder on behalf of such Subsidiary Borrowers. The Borrowers agree to deliver
promptly to the Administrative Agent a written confirmation, signed by an
Authorized Officer, if such confirmation is requested by the Administrative
Agent or any Lender, of each telephonic notice. If the written confirmation
differs in any material respect from the action taken by the Administrative
Agent and the Lenders, the records of the Administrative Agent and the Lenders
shall govern absent manifest error. In case of disagreement concerning such
notices, if the


                                       36
<PAGE>   47



Administrative Agent has recorded telephonic borrowing notices, such recordings
will be made available to the applicable Borrower upon its request therefor.

       2.14.  Promise to Pay; Interest and Commitment Fees; Interest Payment
Dates; Interest and Fee Basis; Taxes; Loan and Control Accounts.

       (A)    Promise to Pay. All Advances shall be paid in full by the
applicable Borrowers on the Termination Date. Each Borrower unconditionally
promises to pay when due the principal amount of each Loan and all other
Obligations incurred by it, and to pay all unpaid interest accrued thereon, in
accordance with the terms of this Agreement and the other Loan Documents, and
confirms that all Borrowers (other than Borrowers which are Foreign
Subsidiaries) shall be jointly and severally liable for all of the Obligations.

       (B)    Interest Payment Dates. Interest accrued on each Floating Rate
Loan shall be payable on each Payment Date, commencing with the first such date
to occur after the date hereof, upon any prepayment whether by acceleration or
otherwise, and at maturity (whether by acceleration or otherwise). Interest
accrued on each Eurodollar Rate Loan shall be payable on the last day of its
applicable Interest Period, on any date on which the Eurodollar Rate Loan is
prepaid, whether by acceleration or otherwise, and at maturity; provided,
interest accrued on each Eurodollar Rate Loan 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 accrued on the principal balance
of all other Obligations shall be payable in arrears (i) on the last day of each
calendar quarter, commencing on the first such day following the incurrence of
such Obligation, (ii) upon repayment thereof in full or in part, and (iii) if
not theretofore paid in full, at the time such other Obligation becomes due and
payable (whether by acceleration or otherwise).

       (C)    Commitment Fees; Additional Fees.

              (i) The Company shall pay to the Administrative Agent, for the
       account of the Lenders in accordance with their Pro Rata Shares, from and
       after the Closing Date until the date on which the Aggregate Commitment
       shall be terminated in whole, a commitment fee at the rate of the then
       Applicable Commitment Fee Percentage multiplied by the average amount by
       which (A) the Aggregate Commitment in effect from time to time exceeds
       (B) the Revolving Credit Obligations (excluding the outstanding principal
       amount of the Swing Line Loans) in effect from time to time during each
       fiscal quarter of the Company. All such commitment fees payable under
       this clause (C) shall be payable quarterly on the last day of each fiscal
       quarter of the Company occurring after the Closing Date (with the first
       such payment being calculated for the period from the Closing Date and
       ending on December 31, 2000), and, in addition, on any date on which the
       Aggregate Commitment shall be terminated in whole.

              (ii) The Company agrees to pay or to cause the Borrowers to pay
       to the Administrative Agent for the sole account of the Administrative
       Agent and the Arranger (unless otherwise agreed between the
       Administrative Agent and the Arranger and any Lender) the fees set forth
       in the letter agreement between the Administrative Agent, the


                                       37
<PAGE>   48




       Arranger and the Company dated August 18, 2000, payable at the times and
       in the amounts set forth therein.

       (D)    Interest and Fee Basis; Applicable Floating Rate Margins,
Applicable Eurodollar Margin, Applicable L/C Fee Percentage and Applicable
Commitment Fee Percentage.

              (i) Interest on all fees, Eurodollar Rate Loans and Alternate
       Base Rate Loans calculated by reference to the Federal Fund Effective
       Rate shall be calculated for actual days elapsed on the basis of a
       360-day year; provided, that the Applicable L/C Fee Percentage applicable
       to Letters of Credit issued in British Pounds Sterling, if any, shall be
       calculated for actual days elapsed on the basis of a 365-day year.
       Interest on all Alternate Base Rate Loans calculated by reference to the
       Prime Rate shall be calculated for actual days elapsed on the basis of a
       365/366-day year. Interest shall be payable for the day an Obligation is
       incurred but not for the day of any payment on the amount paid if payment
       is received prior to 2:00 p.m. (Chicago time or local time, as
       applicable) at the place of payment. If any payment of principal of or
       interest on a Loan or any payment of any other Obligations 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, fees and
       commissions in connection with such payment.

              (ii) The Applicable Floating Rate Margins, Applicable Eurodollar
       Margin, Applicable L/C Fee Percentage and Applicable Commitment Fee
       Percentage shall be determined from time to time by reference to the
       table set forth below, on the basis of the then applicable Leverage Ratio
       as described in this Section 2.14(D)(ii):

<TABLE>
<CAPTION>
                                          GREATER THAN OR     GREATER THAN OR
                     LESS THAN 1.00 TO    EQUAL TO 1.00 TO    EQUAL TO 1.50 TO     GREATER THAN OR
                           1.00          1.00 AND LESS THAN  1.00 BUT LESS THAN    EQUAL TO 2.00 TO
 LEVERAGE RATIO                             1.50 TO 1.00        2.00 TO 1.00             1.00
<S>                  <C>                 <C>                 <C>                   <C>

  Commitment             0.25%                0.30%               0.35%                0.40%
  Fee

  Applicable L/C
  Fee for              0.9375%              1.1250%             1.3125%              1.5000%
  Performance
  Letters of Credit

  Applicable L/C
  Fee for Standby        1.25%                1.50%               1.75%                2.00%
  Letters of Credit

  Applicable
  Eurodollar             1.25%                1.50%               1.75%                2.00%
  Margin

  Applicable
  Floating Rate           0.0%                0.25%               0.50%                0.75%
  Margin
</TABLE>

       For purposes of this Section 2.15(D)(ii), the Leverage Ratio shall be
       calculated as provided in Section 7.4(A). Upon receipt of the financial
       statements delivered pursuant



                                       38
<PAGE>   49




       to Sections 7.1(A)(i) and (ii), as applicable, the Applicable Floating
       Rate Margins, Applicable Eurodollar Margin, Applicable L/C Fee Percentage
       and Applicable Commitment Fee Percentage shall be adjusted, such
       adjustment being effective five (5) Business Days following the date such
       financial statements and the compliance certificate required to be
       delivered in connection therewith pursuant to Section 7.1(A)(iii) shall
       be due; provided, that if the Company shall not have timely delivered its
       financial statements in accordance with Section 7.1(A)(i) or (ii), as
       applicable, then commencing on the date upon which such financial
       statements should have been delivered and continuing until five (5)
       Business Days following the date such financial statements are actually
       delivered, the Applicable Floating Rate Margins, Applicable Eurodollar
       Margin, Applicable L/C Fee Percentage and Applicable Commitment Fee
       Percentage shall be the maximum Applicable Floating Rate Margins,
       Applicable Eurodollar Margin and Applicable Commitment Fee Percentage, as
       applicable, under the pricing grid set forth in Section 2.14(D)(ii).

               (iii) Notwithstanding anything herein to the contrary, from the
       Closing Date to but not including the fifth (5th) Business Day following
       receipt of the Company's audited financial statements delivered pursuant
       to Section 7.1(A)(i) (and accompanying officer's certificate) for the
       fiscal quarter ended December 31, 2000, the Applicable Floating Rate
       Margins, Applicable Eurodollar Margin and Applicable Commitment Fee
       Percentage shall be determined based upon a Leverage Ratio of greater
       than or equal to 1.50 to 1.00 and less than 2.00 to 1.00 at which time
       the Applicable Floating Rate Margins, Applicable Eurodollar Margin and
       Applicable Commitment Fee Percentage shall be determined based on such
       financial statements and officer's certificate delivered therewith.

       (E)    Taxes.

              (i)    Any and all payments by the Borrowers hereunder (whether in
       respect of principal, interest, fees or otherwise) shall be made free and
       clear of and without deduction for any and all present or future taxes,
       levies, imposts, deductions, charges or withholdings or any interest,
       penalties and liabilities with respect thereto including those arising
       after the date hereof as a result of the adoption of or any change in any
       law, treaty, rule, regulation, guideline or determination of a
       Governmental Authority or any change in the interpretation or application
       thereof by a Governmental Authority but excluding, in the case of each
       Lender and the Administrative Agent, such taxes (including income taxes,
       franchise taxes and branch profit taxes) as are imposed on or measured by
       such Lender's or the Administrative Agent's, as the case may be, net
       income by the United States of America or any Governmental Authority of
       the jurisdiction under the laws of which such Lender or the
       Administrative Agent, as the case may be, is organized (all such
       non-excluded taxes, levies, imposts, deductions, charges, withholdings,
       and liabilities which the Administrative Agent or a Lender determines to
       be applicable to this Agreement, the other Loan Documents, the
       Commitments, the Loans or the Letters of Credit being hereinafter
       referred to as "TAXES"). If any Borrower shall be required by law to
       deduct or withhold any Taxes from or in respect of any sum payable
       hereunder or under the other Loan Documents to any Lender or the
       Administrative Agent, (i) the sum



                                       39
<PAGE>   50





       payable shall be increased as may be necessary so that after making all
       required deductions or withholdings (including deductions applicable to
       additional sums payable under this Section 2.14(E)) such Lender or
       Administrative Agent (as the case may be) receives an amount equal to the
       sum it would have received had no such deductions or withholdings been
       made, (ii) the applicable Borrower shall make such deductions or
       withholdings, and (iii) the applicable Borrower shall pay the full amount
       deducted or withheld to the relevant taxation authority or other
       authority in accordance with applicable law. If a withholding tax of the
       United States of America or any other Governmental Authority shall be or
       become applicable (y) after the date of this Agreement, to such payments
       by the applicable Borrower made to the Lending Installation or any other
       office that a Lender may claim as its Lending Installation, or (z) after
       such Lender's selection and designation of any other Lending
       Installation, to such payments made to such other Lending Installation,
       such Lender shall use reasonable efforts to make, fund and maintain the
       affected Loans through another Lending Installation of such Lender in
       another jurisdiction so as to reduce the applicable Borrower's liability
       hereunder, if the making, funding or maintenance of such Loans through
       such other Lending Installation of such Lender does not, in the judgment
       of such Lender, otherwise adversely affect such Loans, or obligations
       under the Commitment of such Lender.

              (ii)   In addition, the Borrowers agree to pay any present or
       future stamp or documentary taxes or any other excise or property taxes,
       charges, or similar levies which arise from any payment made hereunder,
       from the issuance of Letters of Credit hereunder, or from the execution,
       delivery or registration of, or otherwise with respect to, this
       Agreement, the other Loan Documents, the Commitments, the Loans or the
       Letters of Credit (hereinafter referred to as "OTHER TAXES").

              (iii)  The Company and each Subsidiary Borrower shall indemnify
       each Lender and the Administrative Agent for the full amount of Taxes and
       Other Taxes (including, without limitation, any Taxes or Other Taxes
       imposed by any Governmental Authority on amounts payable under this
       Section 2.14(E)) paid by such Lender or the Administrative Agent (as the
       case may be) and any liability (including penalties, interest, and
       expenses) arising therefrom or with respect thereto, whether or not such
       Taxes or Other Taxes were correctly or legally asserted. This
       indemnification shall be made within thirty (30) days after the date such
       Lender or the Administrative Agent (as the case may be) makes written
       demand therefor. If the Taxes or Other Taxes with respect to which the
       Company or any Subsidiary Borrower has made either a direct payment to
       the taxation or other authority or an indemnification payment hereunder
       are subsequently refunded to any Lender, such Lender will return to the
       applicable Borrower, if no Event of Default has occurred and is
       continuing, an amount equal to the lesser of the indemnification payment
       or the refunded amount. A certificate as to any additional amount payable
       to any Lender or the Administrative Agent under this Section 2.14(E)
       submitted to the applicable Borrower and the Administrative Agent (if a
       Lender is so submitting) by such Lender or the Administrative Agent shall
       show in reasonable detail the amount payable and the calculations used to
       determine such amount and shall, absent manifest error, be final,
       conclusive and binding upon all parties hereto. With respect to such
       deduction or



                                       40

<PAGE>   51




       withholding for or on account of any Taxes and to confirm that all such
       Taxes have been paid to the appropriate Governmental Authorities, the
       applicable Borrower shall promptly (and in any event not later than
       thirty (30) days after receipt) furnish to each Lender and the
       Administrative Agent such certificates, receipts and other documents as
       may be required (in the reasonable judgment of such Lender or the
       Administrative Agent) to establish any tax credit to which such Lender or
       the Administrative Agent may be entitled.

              (iv)   Within thirty (30) days after the date of any payment of
       Taxes or Other Taxes by the Company or any Subsidiary Borrower, the
       Company shall furnish to the Administrative Agent the original or a
       certified copy of a receipt evidencing payment thereof.

              (v)    Without prejudice to the survival of any other agreement of
       the Company and the Subsidiary Borrowers hereunder, the agreements and
       obligations of the Borrowers contained in this Section 2.14(E) shall
       survive the payment in full of all Obligations, the termination of the
       Letters of Credit and the termination of this Agreement.

              (vi)   Each Lender (including any Replacement Lender or Purchaser)
       that is not created or organized under the laws of the United States of
       America or a political subdivision thereof (each a "NON-U.S. LENDER")
       shall deliver to the Company and the Administrative Agent on or before
       the Closing Date, or, if later, the date on which such Lender becomes a
       Lender pursuant to Section 14.3 hereof (and from time to time thereafter
       upon the request of the Company or the Administrative Agent, but only for
       so long as such Non-U.S. Lender is legally entitled to do so), either (1)
       two (2) duly completed copies of either (A) IRS Form W-8BEN, or (B) IRS
       Form W-8ECI, or in either case an applicable successor form; or (2) in
       the case of a Non-U.S. Lender that is not legally entitled to deliver the
       forms listed in clause (vi)(1), (x) a certificate of a duly authorized
       officer of such Non-U.S. Lender to the effect that such Non-U.S. Lender
       is not (A) a "bank" within the meaning of Section 881(c)(3)(A) of the
       Code, (B) a "10 percent shareholder" of the Company or any Subsidiary
       Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a
       controlled foreign corporation receiving interest from a related person
       within the meaning of Section 881(c)(3)(C) of the Code (such certificate,
       an "EXEMPTION CERTIFICATE") and (y) two (2) duly completed copies of IRS
       Form W-8BEN or applicable successor form. Each such Lender further
       agrees to deliver to the Company and the Administrative Agent from time
       to time a true and accurate certificate executed in duplicate by a duly
       authorized officer of such Lender in a form satisfactory to the Company
       and the Administrative Agent, before or promptly upon the occurrence of
       any event requiring a change in the most recent certificate previously
       delivered by it to the Company and the Administrative Agent pursuant to
       this Section 2.14(E)(vi). Further, each Lender which delivers a form or
       certificate pursuant to this clause (vi) covenants and agrees to deliver
       to the Company and the Administrative Agent within fifteen (15) days
       prior to the expiration of such form, for so long as this Agreement is
       still in effect, another such certificate and/or two (2) accurate and
       complete original newly-signed



                                       41
<PAGE>   52




       copies of the applicable form (or any successor form or forms required
       under the Code or the applicable regulations promulgated thereunder).

              Each Lender shall promptly furnish to the Company and the
       Administrative Agent such additional documents as may be reasonably
       required by any Borrower or the Administrative Agent to establish any
       exemption from or reduction of any Taxes or Other Taxes required to be
       deducted or withheld and which may be obtained without undue expense to
       such Lender. Notwithstanding any other provision of this Section 2.14(E),
       no Borrower shall be obligated to gross up any payments to any Lender
       pursuant to Section 2.14(E)(i), or to indemnify any Lender pursuant to
       Section 2.14(E)(iii), in respect of United States federal withholding
       taxes to the extent imposed as a result of (x) the failure of such Lender
       to deliver to the Company the form or forms and/or an Exemption
       Certificate, as applicable to such Lender, pursuant to Section
       2.14(E)(vi), (y) such form or forms and/or Exemption Certificate not
       establishing a complete exemption from U.S. federal withholding tax or
       the information or certifications made therein by the Lender being untrue
       or inaccurate on the date delivered in any material respect, or (z) the
       Lender designating a successor Lending Installation at which it maintains
       its Loans which has the effect of causing such Lender to become obligated
       for tax payments in excess of those in effect immediately prior to such
       designation; provided, however, that the applicable Borrower shall be
       obligated to gross up any payments to any such Lender pursuant to Section
       2.14(E)(i), and to indemnify any such Lender pursuant to Section
       2.14(E)(iii), in respect of United States federal withholding taxes if
       (i) any such failure to deliver a form or forms or an Exemption
       Certificate or the failure of such form or forms or exemption certificate
       to establish a complete exemption from U.S. federal withholding tax or
       inaccuracy or untruth contained therein resulted from a change in any
       applicable statute, treaty, regulation or other applicable law or any
       interpretation of any of the foregoing occurring after the date hereof,
       which change rendered such Lender no longer legally entitled to deliver
       such form or forms or Exemption Certificate or otherwise ineligible for a
       complete exemption from U.S. federal withholding tax, or rendered the
       information or the certifications made in such form or forms or Exemption
       Certificate untrue or inaccurate in any material respect, (ii) the
       redesignation of the Lender's Lending Installation was made at the
       request of the Company or (iii) the obligation to gross up payments to
       any such Lender pursuant to Section 2.14(E)(i), or to indemnify any such
       Lender pursuant to Section 2.14(E)(iii), is with respect to a Purchaser
       that becomes a Purchaser as a result of an assignment made at the request
       of the Company.

              (vii)  Upon the request, and at the expense of the Company, each
       Lender to which any Borrower is required to pay any additional amount
       pursuant to this Section 2.14(E), shall reasonably afford the applicable
       Borrower the opportunity to contest, and shall reasonably cooperate with
       the applicable Borrower in contesting, the imposition of any Tax giving
       rise to such payment; provided, that (i) such Lender shall not be
       required to afford the applicable Borrower the opportunity to so contest
       unless the applicable Borrower shall have confirmed in writing to such
       Lender its obligation to pay such amounts pursuant to this Agreement; and
       (ii) the Company shall reimburse such Lender for its reasonable
       attorneys' and accountants' fees and disbursements incurred in so
       cooperating with the applicable Borrower in contesting the imposition of
       such Tax.


                                       42

<PAGE>   53





       2.15.  Notification of Advances, Interest Rates, Prepayments and
Aggregate Commitment Reductions. Promptly after receipt thereof, the
Administrative Agent will notify each Lender of the contents of each Aggregate
Commitment reduction notice, Borrowing/Election Notice, and repayment notice
received by it hereunder. The Administrative Agent will notify the applicable
Borrower and each Lender of the interest rate applicable to each Eurodollar Rate
Loan promptly upon determination of such interest rate and will give each Lender
prompt notice of each change in the Alternate Base Rate.

       2.16.  Lending Installations. Each Lender will book its Loans or Letters
of Credit at the appropriate Lending Installation listed on the administrative
information sheets provided to the Administrative Agent in connection herewith
or such other Lending Installation designated by such Lender in accordance with
the final sentence of this Section 2.16. All terms of this Agreement shall apply
to any such Lending Installation. Each Lender may, by written or facsimile
notice to the Administrative Agent and the Company, designate a Lending
Installation through which Loans will be made by it and for whose account Loan
payments and/or payments of L/C Obligations are to be made.

       2.17.  Non-Receipt of Funds by the Administrative Agent. Unless a
Borrower or a Lender, as the case may be, notifies the Administrative Agent
prior to the date on which it is scheduled to make payment to the Administrative
Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case
of any Borrower, a payment of principal, interest or fees to the Administrative
Agent for the account of the Lenders, that it does not intend to make such
payment, the Administrative Agent may assume that such payment has been made.
The Administrative 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 applicable Borrower, as the case may be, has
not in fact made such payment to the Administrative Agent, the recipient of such
payment shall, on demand by the Administrative Agent, repay to the
Administrative 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 Administrative Agent until the date the Administrative
Agent recovers such amount at a rate per annum equal to (i) in the case of
payment by a Lender, the Federal Funds Effective Rate for such day or (ii) in
the case of payment by a Borrower, the interest rate applicable to the relevant
Loan.

       2.18.  Termination Date. This Agreement shall be effective until the
Termination Date. Notwithstanding the termination of this Agreement, until (A)
all financing arrangements among the Borrowers and the Lenders shall have been
terminated and (B) all of the Letters of Credit shall have expired, been
cancelled or terminated, or cash collateralized pursuant to the terms of this
Agreement or supported by a letter of credit acceptable to the Administrative
Agent (collectively, the "TERMINATION CONDITIONS"), all of the rights and
remedies under this Agreement and the other Loan Documents shall survive.

       2.19.  Replacement of Certain Lenders. In the event a Lender ("AFFECTED
LENDER") shall have: (i) failed to fund its Applicable Pro Rata Share of any
Advance requested by the applicable Borrower, or to fund a Revolving Loan in
order to repay Swing Line Loans pursuant to Section 2.2(D), which such Lender is
obligated to fund under the terms of this Agreement and



                                       43

<PAGE>   54
which failure has not been cured, (ii) requested compensation from any Borrower
under Sections 2.14(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other
additional costs incurred by such Lender which are not being incurred generally
by the other Lenders, (iii) delivered a notice pursuant to Section 4.3 claiming
that such Lender is unable to extend Eurodollar Rate Loans to any Borrower for
reasons not generally applicable to the other Lenders or (iv) has invoked
Section 11.2; then, in any such case, after engagement of one or more
"Replacement Lenders" (as defined below) by the Company and/or the
Administrative Agent, the Company or the Administrative Agent may make written
demand on such Affected Lender (with a copy to the Administrative Agent in the
case of a demand by the Company and a copy to the Company in the case of a
demand by the Administrative Agent) for the Affected Lender to assign, and such
Affected Lender shall use commercially reasonable efforts to assign pursuant to
one or more duly executed Assignment Agreements five (5) Business Days after the
date of such demand, to one or more financial institutions that comply with the
provisions of Section 14.3(A) which the Company or the Administrative Agent, as
the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all
of such Affected Lender's rights and obligations under this Agreement and the
other Loan Documents (including, without limitation, its Commitment, all Loans
owing to it, all of its participation interests in existing Letters of Credit,
L/C Drafts and unreimbursed drawings under Letters of Credit, and its obligation
to participate in additional Letters of Credit and Swing Line Loans hereunder)
in accordance with Section 14.3. The Administrative Agent agrees, upon the
occurrence of such events with respect to an Affected Lender and upon the
written request of the Company, to use its reasonable efforts to obtain the
commitments from one or more financial institutions to act as a Replacement
Lender. The Administrative Agent is authorized to execute one or more of such
assignment agreements as attorney-in-fact for any Affected Lender failing to
execute and deliver the same within five (5) Business Days after the date of
such demand. Further, with respect to such assignment the Affected Lender shall
have concurrently received, in cash, all amounts due and owing to the Affected
Lender hereunder or under any other Loan Document, including, without
limitation, the aggregate outstanding principal amount of the Loans owed to such
Lender, together with accrued interest thereon through the date of such
assignment, amounts payable under Sections 2.14(E), 4.1, and 4.2 with respect to
such Affected Lender and compensation payable under Section 2.14(C) in the event
of any replacement of any Affected Lender under clause (ii) or clause (iii) of
this Section 2.19; provided that upon such Affected Lender's replacement, such
Affected Lender shall cease to be a party hereto but shall continue to be
entitled to the benefits of Sections 2.14(E), 4.1, 4.2, 4.4, and 11.7, as well
as to any fees accrued for its account hereunder and not yet paid, and shall
continue to be obligated under Section 12.8.

       2.20.  Subsidiary Borrowers.  The Company may at any time or from time to
time, with the consent of the Administrative Agent add as a party to this
Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution
and delivery to the Administrative Agent and the Lenders of (a) a duly completed
Assumption Letter by such Subsidiary, with the written consent of the Company at
the foot thereof, (b) such guaranty and subordinated intercompany indebtedness
documents as may be reasonably required by the Administrative Agent and such
other opinions, documents, certificates or other items as may be required by
Section 5.2, such documents with respect to any additional Subsidiaries to be
substantially similar in form and substance to the Loan Documents executed on or
about the date hereof by the Subsidiaries parties hereto as of the Closing Date.
Upon such execution, delivery and consent such



                                       44

<PAGE>   55


Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as
fully as if it had executed and delivered this Agreement. So long as the
principal of and interest on any Advances made to any Subsidiary Borrower under
this Agreement shall have been repaid or paid in full, all Letters of Credit
issued for the account of such Subsidiary Borrower have expired or been returned
and terminated and all other obligations of such Subsidiary Borrower under this
Agreement shall have been fully performed, the Company may, by not less than
five (5) Business Days' prior notice to the Administrative Agent (which shall
promptly notify the Lenders thereof), terminate such Subsidiary Borrower's
status as a "Subsidiary Borrower". The Administrative Agent shall give the
Lenders written notice of the addition of any Subsidiary Borrowers to this
Agreement.

       2.21.  Judgment Currency. If, for the purposes of obtaining judgment in
any court, it is necessary to convert a sum due from any Borrower hereunder in
the currency expressed to be payable herein (the "specified currency") into
another currency, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent could
purchase the specified currency with such other currency at the Administrative
Agent's main office in Chicago, Illinois on the Business Day preceding that on
which the final, non-appealable judgment is given. The obligations of each
Borrower in respect of any sum due to any Lender, any Issuing Bank or the
Administrative Agent hereunder shall, notwithstanding any judgment in a currency
other than the specified currency, be discharged only to the extent that on the
Business Day following receipt by such Lender, such Issuing Bank or the
Administrative Agent (as the case may be) of any sum adjudged to be so due in
such other currency such Lender, such Issuing Bank or the Administrative Agent
(as the case may be) may in accordance with normal, reasonable banking
procedures purchase the specified currency with such other currency. If the
amount of the specified currency so purchased is less than the sum originally
due to such Lender, such Issuing Bank or the Administrative Agent, as the case
may be, in the specified currency, each Borrower agrees, to the fullest extent
that it may effectively do so, as a separate obligation and notwithstanding any
such judgment, to reimburse such Lender, such Issuing Bank or the Administrative
Agent, as the case may be, for any such loss; and if no Default or Unmatured
Default shall have occurred and is continuing and the amount of the specified
currency so purchased exceeds (a) the sum originally due to any Lender, any
Issuing Bank or the Administrative Agent, as the case may be, in the specified
currency and (b) any amounts shared with other Lenders as a result of
allocations of such excess as a disproportionate payment to such Lender or
Issuing Bank under Section 14.2, such Lender, such Issuing Bank or the
Administrative Agent, as the case may be, agrees to remit such excess to such
Borrower.

                   ARTICLE III: THE LETTER OF CREDIT FACILITY

       3.1.   Obligation to Issue Letters of Credit. Subject to the terms and
conditions of this Agreement and in reliance upon the representations,
warranties and covenants of the Borrowers herein set forth, each Issuing Bank
hereby agrees to issue for the account of the Company or any Subsidiary Borrower
through such Issuing Bank's branches as it and the Company may jointly agree,
one or more Letters of Credit denominated in an Agreed Currency in accordance
with this



                                       45
<PAGE>   56


Article III, from time to time during the period, commencing on the Closing Date
and ending on the Business Day prior to the Termination Date.

       3.2.   Transitional Provision. Schedule 3.2 contains a schedule of
certain performance letters of credit and standby letters of credit issued for
the account of the Company and its Subsidiaries prior to the Closing Date.
Subject to the satisfaction of the conditions contained in Sections 5.1, 5.2 and
5.3, from and after the Closing Date such letters of credit shall be deemed to
be Letters of Credit issued pursuant to this Article III.

       3.3.   Types and Amounts.  No Issuing Bank shall have any obligation to
and no Issuing Bank shall:

              (i)    issue (or amend) any Letter of Credit if on the date of
       issuance (or amendment), before or after giving effect to the Letter of
       Credit requested hereunder, (a) the Dollar Amount of the Revolving Credit
       Obligations at such time would exceed the Aggregate Commitment at such
       time, or (b) the aggregate outstanding Dollar Amount of the L/C
       Obligations would exceed $100,000,000 (as such amount may be increased
       from time to time as provided in Section 2.5(C)), in each case,
       calculated as of the date of issuance of any Letter of Credit; or

              (ii)   issue (or amend) any Letter of Credit which has an
       expiration date later than the date which is the earlier of (x) one (1)
       year after the date of issuance thereof or (y) five (5) Business Days
       immediately preceding the Termination Date; provided, that any Letter of
       Credit with a one year tenor may provide for the renewal thereof for
       additional one year periods (which in no event shall extend beyond the
       date referred to in clause (y) above).

       3.4.   Conditions.  In addition to being subject to the satisfaction of
the conditions contained in Sections 5.1, 5.2 and 5.3, the obligation of an
Issuing Bank to issue any Letter of Credit is subject to the satisfaction in
full of the following conditions:

              (i)    the applicable Borrower shall have delivered to the
       applicable Issuing Bank (at such times and in such manner as such Issuing
       Bank may reasonably prescribe) and the Administrative Agent, a request
       for issuance of such Letter of Credit in substantially the form of
       Exhibit C hereto, duly executed applications for such Letter of Credit
       and such other documents, instructions and agreements as may be required
       pursuant to the terms thereof (all such applications, documents,
       instructions, and agreements being referred to herein as the "L/C
       DOCUMENTS"), and the proposed Letter of Credit shall be reasonably
       satisfactory to such Issuing Bank as to form and content; and

              (ii)   as of the date of issuance no order, judgment or decree of
       any court, arbitrator or Governmental Authority shall purport by its
       terms to enjoin or restrain the applicable Issuing Bank from issuing such
       Letter of Credit and no law, rule or regulation applicable to such
       Issuing Bank and no request or directive (whether or not having the force
       of law) from a Governmental Authority with jurisdiction over such Issuing
       Bank shall prohibit or request that such Issuing Bank refrain from the
       issuance of Letters of Credit generally or the issuance of that Letter of
       Credit.



                                       46
<PAGE>   57


       3.5.   Procedure for Issuance of Letters of Credit.

       (A)    Issuance. Subject to the terms and conditions of this Article III
and provided that the applicable conditions set forth in Sections 5.1, 5.2 and
5.3 hereof have been satisfied, the applicable Issuing Bank shall, on the
requested date, issue a Letter of Credit on behalf of the Company or a
Subsidiary Borrower, as applicable in accordance with such Issuing Bank's usual
and customary business practices and, in this connection, such Issuing Bank may
assume that the applicable conditions set forth in Section 5.3 hereof have been
satisfied unless it shall have received notice to the contrary from the
Administrative Agent or a Lender or has knowledge that the applicable conditions
have not been met. To the extent that there shall be any conflict between the
provisions of any L/C Document and the provisions of this Agreement, the
provisions of this Agreement shall prevail.

       (B)    Notice. The applicable Issuing Bank shall give the Administrative
Agent written or telex notice, or telephonic notice confirmed promptly
thereafter in writing, of the issuance of a Letter of Credit, provided, however,
that the failure to provide such notice shall not result in any liability on the
part of such Issuing Bank.

       (C)    No Amendment. No Issuing Bank shall extend or amend any Letter of
Credit unless the requirements of this Section 3.5 are met as though a new
Letter of Credit was being requested and issued.

       3.6.   Letter of Credit Participation. On the date of this Agreement,
with respect to the Letters of Credit identified on Schedule 3.2, and
immediately upon the issuance of each Letter of Credit hereunder, each Lender
shall be deemed to have automatically, irrevocably and unconditionally purchased
and received from the applicable Issuing Bank an undivided interest and
participation in and to such Letter of Credit, the obligations of the applicable
Borrower in respect thereof, and the liability of such Issuing Bank thereunder
(collectively, an "L/C INTEREST") in an amount equal to the Dollar Amount
available for drawing under such Letter of Credit multiplied by such Lender's
Pro Rata Share. Each Issuing Bank will notify the Administrative Agent and each
Lender promptly upon presentation to it of an L/C Draft or upon any other draw
under a Letter of Credit, which notice shall also state the Agreed Currency and
face amount of such L/C Draft or other draw. On or before the Business Day on
which an Issuing Bank makes payment of each such L/C Draft or, in the case of
any other draw on a Letter of Credit, on demand by the Administrative Agent or
the applicable Issuing Bank, each Lender shall make payment to the
Administrative Agent, for the account of the applicable Issuing Bank, in
immediately available funds in Dollars in an amount equal to such Lender's Pro
Rata Share of the Dollar Amount of such payment or draw. The obligation of each
Lender to reimburse the Issuing Banks under this Section 3.6 shall be
unconditional, continuing, irrevocable and absolute. In the event that any
Lender fails to make payment to the Administrative Agent of any amount due under
this Section 3.6, the Administrative Agent shall be entitled to receive, retain
and apply against such obligation the principal and interest otherwise payable
to such Lender hereunder until the Administrative Agent receives such payment
from such Lender or such obligation is otherwise fully satisfied; provided,
however, that nothing contained in this sentence shall relieve such Lender of
its obligation to reimburse the applicable Issuing Bank for such amount in
accordance with this Section 3.6.




                                       47
<PAGE>   58




       3.7.   Reimbursement Obligation. Each of the Borrowers agree
unconditionally, irrevocably and absolutely to pay immediately to the
Administrative Agent, for the account of the Lenders, the amount of each advance
drawn under or pursuant to a Letter of Credit issued to it or an L/C Draft
related thereto (such obligation of such Borrower to reimburse the
Administrative Agent for an advance made under a Letter of Credit or L/C Draft
being hereinafter referred to as a "REIMBURSEMENT OBLIGATION" with respect to
such Letter of Credit or L/C Draft), each such reimbursement to be made by the
applicable Borrower no later than the Business Day on which the applicable
Issuing Bank makes payment of each such L/C Draft or, if the applicable Borrower
shall have received notice of a Reimbursement Obligation later than 12:00 p.m.
(Chicago time), on any Business Day or on a day which is not a Business Day, no
later than 12:00 p.m. (Chicago time), on the immediately following Business Day
or, in the case of any other draw on a Letter of Credit, the date specified in
the demand of such Issuing Bank. If any Borrower at any time fails to repay a
Reimbursement Obligation at the time specified in the preceding sentence, such
unpaid Reimbursement Obligation shall at that time be automatically converted
into an obligation denominated in Dollars and such Borrower shall be deemed to
have elected to borrow Revolving Loans from the Lenders, as of the date of the
advance giving rise to the Reimbursement Obligation, equal in amount to the
Dollar Amount of the unpaid Reimbursement Obligation. Such Revolving Loans shall
be made as of the date of the payment giving rise to such Reimbursement
Obligation, automatically, without notice and without any requirement to satisfy
the conditions precedent otherwise applicable to an Advance of Revolving Loans.
Such Revolving Loans shall constitute a Floating Rate Advance, the proceeds of
which Advance shall be used to repay such Reimbursement Obligation. If, for any
reason, any Borrower fails to repay a Reimbursement Obligation on the day such
Reimbursement Obligation arises and, for any reason, the Lenders are unable to
make or have no obligation to make Revolving Loans, then such Reimbursement
Obligation shall bear interest from and after such day, until paid in full, at
the interest rate applicable to a Floating Rate Advance (or, in the case of a
Reimbursement Obligation denominated in an Agreed Currency other than Dollars,
at the rate determined by the applicable Issuing Bank in good faith to represent
such Issuing Bank's cost of overnight or short-term funds in the applicable
Agreed Currency plus the then effective Applicable Eurodollar Margin). The
Borrowers agree to indemnify each Issuing Bank against any loss or expense
determined by such Issuing Bank in good faith to have resulted from any
conversion pursuant to this Section 3.7 by reason of the inability of such
Issuing Bank to convert the Dollar Amount received from the applicable Borrower
or from the Lenders, as applicable, into an amount in the applicable Agreed
Currency of such Letter of Credit equal to the amount of such Reimbursement
Obligation.

       3.8.   Letter of Credit Fees.  The Borrowers agree to pay:

              (i)    quarterly, in arrears, to the Administrative Agent for the
       ratable benefit of the Lenders, a letter of credit fee at a rate per
       annum equal to the Applicable L/C Fee Percentage for Performance Letters
       of Credit and Standby Letters of Credit, as applicable, on the average
       daily outstanding Dollar Amount available for drawing under all
       Performance Letters of Credit and Standby Letters of Credit,
       respectively;



                                       48

<PAGE>   59



              (ii)   quarterly, in arrears, to the applicable Issuing Bank, a
       letter of credit fronting fee equal to 0.125% per annum on the average
       daily outstanding stated amount available for drawing under all Letters
       of Credit issued by such Issuing Bank; and

              (iii)  to the applicable Issuing Bank, all customary fees and
       other issuance, amendment, cancellation, document examination,
       negotiation, transfer and presentment expenses and related charges in
       connection with the issuance, amendment, cancellation, presentation of
       L/C Drafts, negotiation, transfer and the like customarily charged by
       such Issuing Banks with respect to standby, performance and commercial
       letters of credit, including, without limitation, standard commissions
       with respect to Performance Letters of Credit, payable at the time of
       invoice of such amounts.

       3.9.   Borrower and Issuing Bank Reporting Requirements. The Company
shall, at any time as requested by the Administrative Agent or the Required
Lenders but in any event no later than the tenth Business Day following the last
day of each month, provide to the Administrative Agent schedules, in form and
substance reasonably satisfactory to the Administrative Agent, showing the date
of issue, account party, Agreed Currency and amount in such Agreed Currency,
Issuing Bank, expiration date and the reference number of each Letter of Credit
issued hereunder outstanding at any time during such month. In addition to the
notices required by Section 3.5(B), each Issuing Bank shall, at any time as
requested by the Administrative Agent or the Required Lenders but in any event
no later than the tenth Business Day following the last day of each month,
provide to the Administrative Agent schedules, in form and substance reasonably
satisfactory to the Administrative Agent, showing the date of issue, account
party, Agreed Currency and amount in such Agreed Currency, expiration date and
the reference number of each Letter of Credit issued by it outstanding at any
time during such month and the aggregate amount payable by the applicable
Borrower during such month. In addition, upon the request of the Administrative
Agent, each Issuing Bank shall furnish to the Administrative Agent copies of any
Letter of Credit and any application for or reimbursement agreement with respect
to a Letter of Credit to which the Issuing Bank is party and such other
documentation as may reasonably be requested by the Administrative Agent. Upon
the request of any Lender, the Administrative Agent will provide to such Lender
information concerning such Letters of Credit as the Administrative Agent has
received from the Issuing Banks.

       3.10.  Indemnification; Exoneration.

       (A)    Indemnification. In addition to amounts payable as elsewhere
provided in this Article III, each Borrower hereby agrees to protect, indemnify,
pay and save harmless the Administrative Agent, each Issuing Bank and each
Lender from and against any and all liabilities and costs which the
Administrative Agent, such Issuing Bank or such Lender may incur or be subject
to in any way directly connected with (i) the issuance of any Letter of Credit
other than, in the case of the applicable Issuing Bank, as a result of its Gross
Negligence or willful misconduct, as determined by the final judgment of a court
of competent jurisdiction, or (ii) the failure of the applicable Issuing Bank to
honor a drawing under a Letter of Credit as a result of any act or omission,
whether rightful or wrongful, of any present or future de jure or de facto
Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL
ACTS").



                                       49

<PAGE>   60



       (B)    Risk Assumption. As among the Borrowers, the Lenders, the
Administrative Agent and the Issuing Banks, the Borrowers assume all risks of
the acts and omissions of, or misuse of such Letter of Credit by, the
beneficiary of any Letters of Credit. In furtherance and not in limitation of
the foregoing, subject to the provisions of the Letter of Credit applications
and Letter of Credit reimbursement agreements executed by the Borrowers at the
time of request for any Letter of Credit, neither the Administrative Agent, any
Issuing Bank nor any Lender shall be responsible (in the absence of Gross
Negligence or willful misconduct in connection therewith, as determined by the
final judgment of a court of competent jurisdiction): (i) for the form,
validity, sufficiency, accuracy, genuineness or legal effect of any document
submitted by any party in connection with the application for and issuance of
the Letters of Credit, even if it should in fact prove to be in any or all
respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason; (iii) for failure of the beneficiary of a
Letter of Credit to comply duly with conditions required in order to draw upon
such Letter of Credit; (iv) for errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, cable, telegraph, telex, or
other similar form of teletransmission or otherwise; (v) for errors in
interpretation of technical trade terms; (vi) for any loss or delay in the
transmission or otherwise of any document required in order to make a drawing
under any Letter of Credit or of the proceeds thereof; (vii) for the
misapplication by the beneficiary of a Letter of Credit of the proceeds of any
drawing under such Letter of Credit; and (viii) for any consequences arising
from causes beyond the control of the Administrative Agent, the Issuing Banks
and the Lenders, including, without limitation, any Governmental Acts. None of
the above shall affect, impair, or prevent the vesting of any Issuing Bank's
rights or powers under this Section 3.10.

       (C)    No Liability. In furtherance and extension and not in limitation
of the specific provisions hereinabove set forth, any action taken or omitted by
any Issuing Bank under or in connection with the Letters of Credit or any
related certificates shall not, in the absence of Gross Negligence or willful
misconduct, as determined by the final judgment of a court of competent
jurisdiction, put the applicable Issuing Bank, the Administrative Agent or any
Lender under any resulting liability to any Borrower or relieve any Borrower of
any of its obligations hereunder to any such Person.

       (D)    Survival of Agreements and Obligations. Without prejudice to the
survival of any other agreement of the Borrowers hereunder, the agreements and
obligations of the Borrowers contained in this Section 3.10 shall survive the
payment in full of principal and interest hereunder, the termination of the
Letters of Credit and the termination of this Agreement.

       3.11.  Market Disruption. Notwithstanding the satisfaction of all
conditions referred to in Article II, Article III and Article V with respect to
any Letter of Credit to be issued in any Agreed Currency other than Dollars, if
there shall occur on or prior to the date of issuance of such Letter of Credit
any Market Disruption, then the Administrative Agent shall forthwith give notice
thereof to the Borrowers, the Issuing Bank and the Lenders, and such Letter of
Credit shall not be denominated in such Agreed Currency but shall be made on the
date of issuance of such Letter of Credit in Dollars, in a face amount equal to
the Dollar Amount of the face amount



                                       50

<PAGE>   61





specified in the related request or application for such Letter of Credit,
unless the Borrower notifies the Administrative Agent at least one Business Day
before such date that (i) it elects not to request the issuance of such Letter
of Credit on such date or (ii) it elects to have such Letter of Credit issued on
such date in a different Agreed Currency, as the case may be, in which the
denomination of such Letter of Credit would in the opinion of the applicable
Issuing Bank, the Administrative Agent and the Required Lenders be practicable
and in a face amount equal to the Dollar Amount of the face amount specified in
the related request or application for such Letter of Credit, as the case may
be.

                       ARTICLE IV: CHANGE IN CIRCUMSTANCES

       4.1.   Yield Protection.

       (A)    Yield Protection. If any law or any governmental or
quasi-governmental rule, regulation, policy, guideline or directive (whether or
not having the force of law) adopted after the date of this Agreement and having
general applicability to all banks within the jurisdiction in which such Lender
operates (excluding, for the avoidance of doubt, the effect of and phasing in of
capital requirements or other regulations or guidelines passed prior to the date
of this Agreement), or any interpretation or application thereof by any
Governmental Authority charged with the interpretation or application thereof,
or the compliance of any Lender therewith,

              (i)    subjects any Lender or any applicable Lending Installation
       to any tax, duty, charge or withholding on or from payments due from any
       Borrower (excluding taxation of the overall net income of any Lender or
       taxation of a similar basis, which are governed by Section 2.14(E)), or
       changes the basis of taxation of payments to any Lender in respect of its
       Commitment, Loans, its L/C Interests, the Letters of Credit or other
       amounts due it hereunder, 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 (other
       than reserves and assessments taken into account in determining the
       interest rate applicable to Eurodollar Rate Loans) with respect to its
       Commitment, Loans, L/C Interests, Loans or the Letters of Credit, or

              (iii)  imposes any other condition the result of which is to
       increase the cost to any Lender or any applicable Lending Installation of
       making, funding or maintaining its Commitment, the Loans, the L/C
       Interests or the Letters of Credit or reduces any amount receivable by
       any Lender or any applicable Lending Installation in connection with its
       Commitment, Loans or Letters of Credit, or requires any Lender or any
       applicable Lending Installation to make any payment calculated by
       reference to the amount of Commitment, Loans or L/C Interests held or
       interest received by it or by reference to the Letters of Credit, by an
       amount deemed material by such Lender;

and the result of any of the foregoing is to increase the cost to that Lender of
making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters
of Credit or to reduce any




                                       51

<PAGE>   62




amount received under this Agreement, then, within fifteen (15) days after
receipt by the Company or any other Borrower of written demand by such Lender
pursuant to Section 4.5, the applicable Borrowers shall pay such Lender that
portion of such increased expense incurred or reduction in an amount received
which such Lender determines is attributable to making, funding and maintaining
its Loans, L/C Interests, Letters of Credit and its Commitment.

       (B)    Non-U.S. Reserve Costs or Fees With Respect to Loans and Letters
of Credit to Borrowers. If any law or any governmental or quasi-governmental
rule, regulation, policy, guideline or directive of any jurisdiction outside of
the United States of America or any subdivision thereof (whether or not having
the force of law), imposes or deems applicable any reserve requirement against
or fee with respect to assets of, deposits with or for the account of, or credit
extended by, any Lender, any Issuing Bank or any applicable Lending
Installation, and the result of the foregoing is to increase the cost to such
Lender, such Issuing Bank or applicable Lending Installation of making or
maintaining its Eurodollar Loans to, or issuing a Letter of Credit in an Agreed
Currency other than Dollars for the benefit of, any Borrower or its Commitment
to any Borrower or to reduce the return received by such Lender, such Issuing
Bank or applicable Lending Installation in connection with such Eurodollar Loans
or Letters of Credit to or for the benefit of any Borrower or Commitment to any
Borrower, then, within 15 days of demand by such Lender or such Issuing Bank,
such Borrower shall pay such Lender or such Issuing Bank, as applicable, such
additional amount or amounts as will compensate such Lender or such Issuing Bank
for such increased cost or reduction in amount received, provided that such
Borrower shall not be required to compensate any Lender for such non-U.S.
reserve costs or fees to the extent that an amount equal to such reserve costs
or fees is received by such Lender as a result of the calculation of the
interest rate applicable to Eurodollar Rate Advances pursuant to clause (i)(b)
of the definition of "Eurodollar Rate."

       4.2.   Changes in Capital Adequacy Regulations. If a Lender determines
(i) the amount of capital required or expected to be maintained by such Lender,
any Lending Installation of such Lender or any corporation controlling such
Lender is increased as a result of a "Change" (as defined below), and (ii) such
increase in capital will result in an increase in the cost to such Lender of
maintaining its Commitment, Loans, L/C Interests, the Letters of Credit or its
obligation to make Loans hereunder, then, within fifteen (15) days after receipt
by the Company or any other Borrower of written demand by such Lender pursuant
to Section 4.5, the applicable Borrowers shall pay such Lender the amount
necessary to compensate for any shortfall in the rate of return on the portion
of such increased capital which such Lender determines is attributable to this
Agreement, its Commitment, its Loans, its L/C Interests, the Letters of Credit
or its obligation to make Loans hereunder (after taking into account such
Lender's policies as to capital adequacy). "CHANGE" means (i) any change after
the date of this Agreement in the "Risk-Based Capital Guidelines" (as defined
below) excluding, for the avoidance of doubt, the effect of any phasing in of
such risk-based capital guidelines or any other capital requirements passed
prior to the date hereof, 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
date of this Agreement which affects the amount of capital required or expected
to be maintained by any Lender or any Lending Installation or any corporation
controlling any Lender. "RISK-BASED CAPITAL GUIDELINES" means (i) the risk-based
capital guidelines in effect in the United States on the date of this Agreement,
including




                                       52

<PAGE>   63



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 date of this Agreement.

       4.3.   Availability of Types of Advances. If (i) any Lender determines
that maintenance of its Eurodollar Rate Loans at a suitable Lending Installation
would violate any applicable law, rule, regulation or directive, whether or not
having the force of law, or (ii) the Required Lenders determine that (x)
deposits of a type or maturity appropriate to match fund Eurodollar Rate Loans
are not available or (y) the interest rate applicable to a Eurodollar Rate Loan
does not accurately reflect the cost of making or maintaining such an Advance,
then the Administrative Agent shall suspend the availability of the affected
Type of Advance and, in the case of any occurrence set forth in clause (i),
require any Advances of the affected Type to be repaid or converted into another
Type.

       4.4.   Funding Indemnification. If any payment of a Eurodollar Rate Loan
occurs on a date which is not the last day of the applicable Interest Period,
whether because of acceleration, prepayment (whether voluntary or mandatory,
including, without limitation as required pursuant to Section 2.4(B)), or
otherwise (including, without limitation, as a result of the provisions of
Section 2.5(B)), or a Eurodollar Rate Loan is not made on the date specified by
the applicable Borrower for any reason other than default by the Lenders, or a
Eurodollar Rate Loan is not prepaid on the date specified by the applicable
Borrower for any reason, the Borrowers 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 the
Eurodollar Rate Loan.

       4.5.   Lender Statements; Survival of Indemnity. If reasonably possible,
each Lender shall designate an alternate Lending Installation with respect to
its Eurodollar Rate Loan to reduce any liability of any Borrower to such Lender
under Sections 4.1 and 4.2 or to avoid the unavailability of a Type of Advance
under Section 4.3, so long as such designation is not, in the judgment of the
Lender, disadvantageous to such Lender. Each Lender shall deliver a written
statement of such Lender to the Company (with a copy to the Administrative
Agent) as to the amount due, if any, under Section 2.14(E), 4.1, 4.2 or 4.4 and
shall set forth in reasonable detail the calculations upon which such Lender
determined such amount and shall be prima facie evidence thereof and binding on
the Borrowers in the absence of manifest error. Determination of amounts payable
under such Sections in connection with a Eurodollar Rate Loan shall be
calculated as though each Lender funded its Eurodollar Rate 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 applicable Borrower of such statement. The
obligations of the Company and the other Borrowers under Sections 2.14(E), 4.1,
4.2 and 4.4 shall survive payment of the Obligations and termination of this
Agreement.



                                       53

<PAGE>   64




                         ARTICLE V: CONDITIONS PRECEDENT

       5.1.   Initial Advances and Letters of Credit. The Lenders shall not be
required to make the initial Loans or issue any Letters of Credit unless (i)
such initial Loans or Letters of Credit shall be made on or before December 1,
2000, and (ii) the Company has furnished to the Administrative Agent each of the
following, with sufficient copies for the Lenders, all in form and substance
satisfactory to the Administrative Agent and the Lenders:

       (1)    Copies of the Certificate of Incorporation or comparable charter
              documents of each of the Borrowers as of the Closing Date,
              together with all amendments and a certificate of good standing,
              both certified as of a recent date by the appropriate
              governmental officer in its jurisdiction of incorporation;

       (2)    Copies, certified by the Secretary or Assistant Secretary of each
              of the Borrowers of their respective By-Laws or comparable
              governance documents and of their respective Board of Directors'
              resolutions (and resolutions of other bodies, if any are deemed
              necessary by counsel for any Lender) authorizing the execution of
              the Loan Documents entered into by it;

       (3)    An incumbency certificate, executed by the Secretary or Assistant
              Secretary of each of the Borrowers, which shall identify by name
              and title and bear the signature of the officers of the
              applicable Borrower authorized to sign the Loan Documents and, of
              the applicable Borrower to make borrowings hereunder, upon which
              certificate the Lenders shall be entitled to rely until informed
              of any change in writing by the Company;

       (4)    A certificate, in form and substance satisfactory to the
              Administrative Agent, signed by an Authorized Officer of the
              Company, certifying that on the date of this Agreement and such
              initial Borrowing Date all the representations in this Agreement
              are true and correct (unless such representation and warranty is
              made as of a specific date, in which case, such representation and
              warranty shall be true and correct as of such date) and no Default
              or Unmatured Default has occurred and is continuing;

       (5)    The written opinions of the Borrowers' and Guarantors' General
              Counsel, Robert H. Wolfe, and of the Company's Dutch counsel,
              DeBrauw Blackstone Westbroek, addressed to the Administrative
              Agent and the Lenders, in substantially the forms attached hereto
              as Exhibit E and Exhibit E-1, respectively;

       (6)    Evidence satisfactory to the Administrative Agent that there
              exists no injunction or temporary restraining order which, in the
              judgment of the Administrative Agent, would prohibit the making
              of the Loans or the consummation of the other transactions
              contemplated by the Loan Documents or any litigation seeking such
              an injunction or restraining order;

       (7)    Such other documents as the Administrative Agent or any Lender or
              its counsel may have reasonably requested, including, without
              limitation, all of the




                                       54

<PAGE>   65




              documents reflected on the List of Closing Documents attached as
              Exhibit F to this Agreement;

       (8)    Evidence reasonably satisfactory to the Administrative Agent of
              the payment of all principal, interest, fees and premiums, if
              any, on all loans outstanding under the Credit Agreement dated
              September 30, 1999 by and among Bank One, as Administrative
              Agent, and the other Lender parties thereto, and the termination
              of the applicable agreements relating to the foregoing; and

       (9)    Evidence satisfactory to the Administrative Agent that the
              Company has paid or caused to be paid to the Administrative Agent
              and the Arranger the fees agreed to in the fee letter dated
              August 18, 2000, among the Administrative Agent, the Arranger and
              the Company.

       5.2.   Initial Advance to Each New Subsidiary Borrower. No Lender shall
be required to make an Advance hereunder or purchase participations in Letters
of Credit, no Issuing Bank shall be required to issue a Letter of Credit
hereunder, in each case, to a new Subsidiary Borrower added after the Closing
Date unless the Company has furnished or caused to be furnished to the
Administrative Agent with sufficient copies for the Lenders:

       (1)    The Assumption Letter executed and delivered by such Subsidiary
              Borrower and containing the written consent of the Company at the
              foot thereof, as contemplated by Section 2.20;

       (2)    Copies, certified by the Secretary, Assistant Secretary, Director
              or Officer of the Subsidiary Borrower, of its Board of Directors'
              resolutions (and/or resolutions of other bodies, if any are
              deemed necessary by the Administrative Agent) approving the
              Assumption Letter;

       (3)    An incumbency certificate, executed by the Secretary, Assistant
              Secretary, Director or Officer of the Subsidiary Borrower, which
              shall identify by name and title and bear the signature of the
              officers of such Subsidiary Borrower authorized to sign the
              Assumption Letter and the other documents to be executed and
              delivered by such Subsidiary Borrower hereunder, upon which
              certificate the Administrative Agent and the Lenders shall be
              entitled to rely until informed of any change in writing by the
              Company;

       (4)    An opinion of counsel to such Subsidiary Borrower, substantially
              in the form of Exhibit E-2 hereto or, in the case of a new
              non-domestic Subsidiary Borrower, in a form reasonably acceptable
              to the Administrative Agent;

       (5)    Guaranty documentation, if applicable, from such Subsidiary
              Borrower in form and substance acceptable to the Administrative
              Agent as required pursuant to Section 7.2(K);

       (6)    With respect to the initial Advance or any Swing Line Loan made to
              any Subsidiary Borrower organized under the laws of England and
              Wales (or any




                                       56

<PAGE>   66



              other jurisdiction where filings are required in order for
              amounts payable under this Agreement to be exempt from applicable
              withholding or other taxes), the Administrative Agent shall have
              received originals and/or copies, as applicable, of all filings
              required to be made and such other evidence as the Administrative
              Agent may require establishing to the Administrative Agent's
              satisfaction that each Lender, Swing Line Bank and Issuing Bank
              is entitled to receive payments under the Loan Documents without
              deduction or withholding of any English (or other applicable
              jurisdictions) taxes or with such deductions and withholding of
              English (or other applicable jurisdictions) taxes as may be
              acceptable to the Administrative Agent.

       5.3.   Each Advance and Letter of Credit. The Lenders shall not be
required to make any Advance, or convert or continue any Advance, or issue any
Letter of Credit and no Swing Line Bank shall be required to make any Swing Line
Loans hereunder, unless on the applicable Borrowing Date, or in the case of a
Letter of Credit, the date on which the Letter of Credit is to be issued:

       (A)    No Defaults. There exists no Default or Unmatured Default (other
than any Unmatured Default that may be deemed to have occurred as of such date
as a result of the failure of the H-B Acquisition to close on or before December
31, 2000);

       (B)    Representations and Warranties. All of the representations and
warranties contained in Article VI are true and correct as of such Borrowing
Date (unless such representation and warranty is made as of a specific date, in
which case, such representation and warranty shall be true and correct as of
such date) except for changes in the Schedules to this Agreement reflecting
transactions permitted by or not in violation of this Agreement; and

       (C)    Maximum Amounts. The Revolving Credit Obligations do not, and
after making such proposed Advance or issuing such Letter of Credit would not,
exceed the Aggregate Commitment.

       Each Borrowing/Election Notice with respect to each such Advance and the
letter of credit application with respect to each Letter of Credit shall
constitute a representation and warranty by the Borrowers that the conditions
contained in Sections 5.3(A), (B) and (C) have been satisfied. Any Lender may
require a duly completed officer's certificate in substantially the form of
Exhibit G hereto and/or a duly completed compliance certificate in substantially
the form of Exhibit H hereto as a condition to making an Advance.

                   ARTICLE VI: REPRESENTATIONS AND WARRANTIES

              In order to induce the Administrative Agent and the Lenders to
enter into this Agreement and to make the Loans and the other financial
accommodations to the Borrowers and to issue the Letters of Credit described
herein, the Company represents and warrants as follows to each Lender and the
Administrative Agent as of the Closing Date, giving effect to the consummation
of the transactions contemplated by the Transaction Documents on the Closing
Date, and thereafter on each date as required by Section 5.2 and 5.3:




                                       56
<PAGE>   67
       6.1. Organization; Corporate Powers. The Company and each of its
Subsidiaries (i) is a corporation, limited liability company, partnership duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (ii) is duly qualified to do business as a
foreign entity and is in good standing under the laws of each jurisdiction in
which failure to be so qualified and in good standing could not reasonably be
expected to have a Material Adverse Effect, and (iii) has all requisite power
and authority to own, operate and encumber its property and to conduct its
business as presently conducted and as proposed to be conducted

       6.2.   Authority, Execution and Delivery; Transaction Documents.

       (A) Power and Authority. Each of the Loan Parties has the requisite power
and authority to execute, deliver and perform each of the Transaction Documents
which are to be executed by it as required by this Agreement and the other
Transaction Documents and (ii) to file the Transaction Documents which must be
filed by it as required by this Agreement, the other Loan Documents or otherwise
with any Governmental Authority.

       (B) Execution and Delivery. The execution, delivery, performance and
filing, as the case may be, of each of the Transaction Documents as required by
this Agreement or otherwise and to which any Loan Party is party, and the
consummation of the transactions contemplated thereby, have been duly approved
by the respective boards of directors and, if necessary, the shareholders of the
applicable Loan Parties, and such approvals have not been rescinded.

       (C) Transaction Documents. Each of the Transaction Documents to which the
Company or any of its Subsidiaries is a party has been duly executed, delivered
or filed, as the case may be, by it and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms (except as
enforceability may be limited by bankruptcy, insolvency, or similar laws
affecting the enforcement of creditors' rights generally), is in full force and
effect and no material term or condition thereof has been amended, modified or
waived from the terms and conditions contained in the Transaction Documents
delivered to the Administrative Agent pursuant to Section 5.1 without the prior
written consent of the Administrative Agent, and the Company and its
Subsidiaries have, and, to the best of the Company's and its Subsidiaries'
knowledge, all other parties thereto have, performed and complied with all the
terms, provisions, agreements and conditions set forth therein and required to
be performed or complied with by such parties, and no unmatured default, default
or breach of any covenant by any such party exists thereunder.

       6.3. No Conflict; Governmental Consents. The execution, delivery and
performance of each of the Transaction Documents to which each of the Loan
Parties is a party do not and will not (i) conflict with the certificate or
articles of incorporation or by-laws of such Loan Party, (ii) constitute a
tortious interference with any Contractual Obligation of any Person or conflict
with, result in a breach of or constitute (with or without notice or lapse of
time or both) a default under any Requirement of Law or Contractual Obligation
of any such Loan Party, or require termination of any Contractual Obligation,
(iii) result in or require the creation or imposition of any Lien whatsoever
upon any of the property or assets of the Company or any of its Subsidiaries,
other than Liens permitted or created by the Transaction Documents, or (iv)
require any approval of any Loan Party's Board of Directors or shareholders
except such as have been




                                       57
<PAGE>   68

obtained. The execution, delivery and performance of each of the Transaction
Documents to which the Company or any of its Subsidiaries is a party do not and
will not require any registration with, consent or approval of, or notice to, or
other action to, with or by any Governmental Authority, except filings, consents
or notices which have been made, obtained or given, or which, if not made,
obtained or given, individually or in the aggregate could not reasonably be
expected to have a Material Adverse Effect.

       6.4.   Financial Statements.

       (A) Pro Forma Financials. The combined pro forma balance sheet, income
statements and statements of cash flow of the Company and its Subsidiaries
(after giving effect to the H-B Acquisition), copies of which are attached
hereto as Schedule 6.4 to this Agreement, present on a pro forma basis the
financial condition of the Company and such Subsidiaries as of such date, and
demonstrate that the Company and its Subsidiaries can repay their debts and
satisfy their other obligations as and when due, and can comply with the
requirements of this Agreement. The projections and assumptions expressed in the
pro forma financials referenced in this Section 6.4(A) were prepared in good
faith and represent management's opinion based on the information available to
the Company at the time so furnished and, since the preparation thereof and up
to the Closing Date, there has occurred no change in the business, financial
condition, operations, or prospects of the Company or any of its Subsidiaries,
or the Company and its Subsidiaries taken as a whole, or Howe-Baker or
Howe-Baker and its Subsidiaries taken as a whole which has had or could
reasonably be expected to have a Material Adverse Effect.

       (B) Audited Financial Statements. Complete and accurate copies of the
audited financial statements and the audit reports related thereto of (i) the
Company and its consolidated Subsidiaries as at December 31, 1999 and (ii)
Howe-Baker and its consolidated Subsidiaries as of December 31, 1999, have been
delivered to the Administrative Agent and such financial statements were
prepared in accordance with generally accepted accounting principles in effect
on the date such statements were prepared and fairly present the consolidated
financial condition and operations of the Company and its Subsidiaries and
Howe-Baker and its Subsidiaries, respectively, at such date and the consolidated
results of their operations for the period then ended.

       (C) Interim Financial Statements. Complete and accurate copies of the
unaudited financial statements of (i) the Company and its consolidated
Subsidiaries as at June 30, 2000 and (ii) Howe-Baker and its consolidated
Subsidiaries as at June 30, 2000, have been delivered to the Administrative
Agent and such financial statements were prepared in accordance with generally
accepted accounting principles in effect on the date such statements were
prepared and fairly present the consolidated financial condition and operations
of the Company and its Subsidiaries and Howe-Baker and its Subsidiaries,
respectively, at such date and the consolidated results of their operations for
the period then ended, subject to normal year-end audit adjustments.

       6.5.   No Material Adverse Change. Since December 31, 1999, there has
occurred no change in the business, properties, condition (financial or
otherwise), performance, results of operations or prospects of the Company, any
other Borrower, the Company and its Subsidiaries



                                       58
<PAGE>   69
taken as a whole, Howe-Baker or Howe-Baker and its Subsidiaries taken as a whole
or any other event which has had or could reasonably be expected to have a
Material Adverse Effect.

       6.6.   Taxes.

       (A) Tax Examinations. All deficiencies which have been asserted against
the Company or any of the Company's Subsidiaries as a result of any federal,
state, local or foreign tax examination for each taxable year in respect of
which an examination has been conducted have been fully paid or finally settled
or are being contested in good faith, and no issue has been raised by any taxing
authority in any such examination which, by application of similar principles,
could reasonably be expected to result in assertion by such taxing authority of
a material deficiency for any other year not so examined which has not been
reserved for in the Company's consolidated financial statements to the extent,
if any, required by Agreement Accounting Principles. Except as permitted
pursuant to Section 7.2(D), neither the Company nor any of the Company's
Subsidiaries anticipates any tax liability with respect to the years which have
not been closed pursuant to applicable law.

       (B) Payment of Taxes. All material tax returns and reports of the Company
and its Subsidiaries required to be filed have been timely filed, and all taxes,
assessments, fees and other governmental charges thereupon and upon their
respective property, assets, income and franchises which are shown in such
returns or reports to be due and payable have been paid except those items which
are being contested in good faith and have been reserved for in accordance with
Agreement Accounting Principles. The Company has no knowledge of any proposed
tax assessment against it or any of its Subsidiaries that will have or could
reasonably be expected to have a Material Adverse Effect.

       6.7. Litigation; Loss Contingencies and Violations. There is no action,
suit, proceeding, arbitration or, to the Company's knowledge, investigation
before or by any Governmental Authority or private arbitrator pending or, to the
Company's knowledge, threatened against or affecting the Company or any of its
Subsidiaries or any property of any of them, including, without limitation, any
such actions, suits, proceedings, arbitrations and investigations disclosed in
the Company's SEC Forms 10-K and 10-Q (the "DISCLOSED LITIGATION"), which (i)
challenges the validity or the enforceability of any material provision of the
Transaction Documents or (ii) has or could reasonably be expected to have a
Material Adverse Effect. There is no material loss contingency within the
meaning of Agreement Accounting Principles which has not been reflected in the
consolidated financial statements of the Company prepared and delivered pursuant
to Section 7.1(A) for the fiscal period during which such material loss
contingency was incurred. Neither the Company nor any of its Subsidiaries is (A)
in violation of any applicable Requirements of Law which violation could
reasonably be expected to have a Material Adverse Effect, or (B) subject to or
in default with respect to any final judgment, writ, injunction, restraining
order or order of any nature, decree, rule or regulation of any court or
Governmental Authority which could reasonably be expected to have a Material
Adverse Effect.

       6.8.   Subsidiaries. Schedule 6.8 to this Agreement (i) contains a
description of the corporate structure of the Company, its Subsidiaries and any
other Person in which the Company



                                       59
<PAGE>   70
or any of its Subsidiaries holds an Equity Interest; and (ii) accurately sets
forth (A) the correct legal name, the jurisdiction of incorporation and the
jurisdictions in which each of the Company and the direct and indirect
Subsidiaries of the Company are qualified to transact business as a foreign
corporation, (B) the authorized, issued and outstanding shares of each class of
Capital Stock of each of the Company's Foreign Subsidiaries and the owners of
such shares (both as of the Closing Date and on a fully-diluted basis), and (C)
a summary of the direct and indirect partnership, joint venture, or other Equity
Interests, if any, of the Company and each of its Subsidiaries in any Person.
Except as disclosed on Schedule 6.8, none of the issued and outstanding Capital
Stock of the Company's Foreign Subsidiaries is subject to any vesting,
redemption, or repurchase agreement, and there are no warrants or options
outstanding with respect to such Capital Stock. The outstanding Capital Stock of
each of the Company's Subsidiaries is duly authorized, validly issued, fully
paid and nonassessable and is not Margin Stock.

       6.9. ERISA. No Benefit Plan has incurred any material accumulated funding
deficiency (as defined in Sections 302(a)(2) of ERISA and 412(a) of the Code)
whether or not waived. Neither the Company nor any member of the Controlled
Group has incurred any material liability to the PBGC which remains outstanding
other than the payment of premiums. As of the last day of the most recent prior
plan year, the market value of assets under each Benefit Plan, other than any
Multiemployer Plan, was not by a material amount less than the present value of
benefit liabilities thereunder (determined in accordance with the actuarial
valuation assumptions described therein). Neither the Company nor any member of
the Controlled Group has (i) failed to make a required contribution or payment
to a Multiemployer Plan of a material amount or (ii) incurred a material
complete or partial withdrawal under Section 4203 or Section 4205 of ERISA from
a Multiemployer Plan. Neither the Company nor any member of the Controlled Group
has failed to make an installment or any other payment of a material amount
required under Section 412 of the Code on or before the due date for such
installment or other payment. Each Plan, Foreign Employee Benefit Plan and
Non-ERISA Commitment complies in all material respects in form, and has been
administered in all material respects in accordance with its terms and in
accordance with all applicable laws and regulations, including but not limited
to ERISA and the Code. There have been no and there is no prohibited transaction
described in Sections 406 of ERISA or 4975 of the Code with respect to any Plan
for which a statutory or administrative exemption does not exist which could
reasonably be expected to subject the Company or any of is Subsidiaries to
material liability. Neither the Company nor any member of the Controlled Group
has taken or failed to take any action which would constitute or result in a
Termination Event, which action or inaction could reasonably be expected to
subject the Company or any of its Subsidiaries to material liability. Neither
the Company nor any member of the Controlled Group is subject to any material
liability under, or has any potential material liability under, Section 4063,
4064, 4069, 4204 or 4212(c) of ERISA. The present value of the aggregate
liabilities to provide all of the accrued benefits under any Foreign Pension
Plan do not exceed the current fair market value of the assets held in trust or
other funding vehicle for such plan by a material amount. With respect to any
Foreign Employee Benefit Plan other than a Foreign Pension Plan, reasonable
reserves have been established in accordance with prudent business practice or
where required by ordinary accounting practices in the jurisdiction in which
such plan is maintained. Neither the Company nor any other member of the
Controlled Group has taken or failed to take any action, nor has any event
occurred, with



                                       60
<PAGE>   71
respect to any "employee benefit plan" (as defined in Section 3(3) of ERISA)
which action, inaction or event could reasonably be expected to subject the
Company or any of its Subsidiaries to material liability. For purposes of this
Section 6.9, "material" means any amount, noncompliance or other basis for
liability which could reasonably be expected to subject the Company or any of
its Subsidiaries to liability, individually or in the aggregate with each other
basis for liability under this Section 6.9, in excess of $2,000,000.

       6.10. Accuracy of Information. The information, exhibits and reports
furnished by or on behalf of the Company and any of its Subsidiaries to the
Administrative Agent or to any Lender in connection with the negotiation of, or
compliance with, the Transaction Documents, the representations and warranties
of the Company and its Subsidiaries contained in the Transaction Documents, and
all certificates and documents delivered to the Administrative Agent and the
Lenders pursuant to the terms thereof, taken as a whole, do not contain as of
the date furnished any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements contained herein or
therein, in light of the circumstances under which they were made, not
misleading.

       6.11. Securities Activities. Neither the Company nor any of its
Subsidiaries is engaged principally, or as one of its important activities, in
the business of extending credit for the purpose of purchasing or carrying
Margin Stock. Margin Stock constitutes less than 25% of the value of those
assets of the Company and its Subsidiaries which are subject to any limitation
on sale, pledge, or other restriction hereunder.

       6.12. Material Agreements. Neither the Company nor any of its
Subsidiaries is a party to any Contractual Obligation or subject to any charter
or other corporate restriction which individually or in the aggregate has had or
could reasonably be expected to have a Material Adverse Effect. Neither the
Company nor any of its Subsidiaries has received notice or has knowledge that
(i) it is in default in the performance, observance or fulfillment of any of the
obligations, covenants or conditions contained in any Contractual Obligation
applicable to it, or (ii) any condition exists which, with the giving of notice
or the lapse of time or both, would constitute a default with respect to any
such Contractual Obligation, in each case, except where such default or
defaults, if any, individually or in the aggregate could not reasonably be
expected to have a Material Adverse Effect.

       6.13. Compliance with Laws. The Company and its Subsidiaries are in
compliance with all Requirements of Law applicable to them and their respective
businesses, in each case where the failure to so comply individually or in the
aggregate could reasonably be expected to have a Material Adverse Effect.

       6.14. Assets and Properties. The Company and each of its Subsidiaries has
good and marketable title to all of its material assets and properties (tangible
and intangible, real or personal) owned by it or a valid leasehold interest in
all of its material leased assets (except insofar as marketability may be
limited by any laws or regulations of any Governmental Authority affecting such
assets), and all such assets and property are free and clear of all Liens,
except Liens permitted under Section 7.3(C). Substantially all of the assets and
properties owned by, leased to or used by the Company and/or each such
Subsidiary of the Company are in



                                       61
<PAGE>   72
adequate operating condition and repair, ordinary wear and tear excepted.
Neither this Agreement nor any other Transaction Document, nor any transaction
contemplated under any such agreement, will affect any right, title or interest
of the Company or such Subsidiary in and to any of such assets in a manner that
could reasonably be expected to have a Material Adverse Effect.

       6.15. Statutory Indebtedness Restrictions. Neither the Company nor any of
its Subsidiaries is subject to regulation under the Public Utility Holding
Company Act of 1935, the Federal Power Act, the Investment Company Act of 1940,
or any other foreign, federal or state statute or regulation which limits its
ability to incur indebtedness or its ability to consummate the transactions
contemplated hereby.

       6.16.   Insurance. The insurance policies and programs in effect with
respect to the respective properties, assets, liabilities and business of the
Company and its Subsidiaries reflect coverage that is reasonably consistent with
prudent industry practice.

       6.17.  Environmental Matters.

       (A)    Environmental Representations. Except as disclosed on Schedule
6.17 to this Agreement:

               (i) the operations of the Company and its Subsidiaries comply in
       all material respects with Environmental, Health or Safety Requirements
       of Law;

               (ii) the Company and its Subsidiaries have all material permits,
       licenses or other authorizations required under Environmental, Health or
       Safety Requirements of Law and are in material compliance with such
       permits;

               (iii) neither the Company, any of its Subsidiaries nor any of
       their respective present property or operations, or, to the Company's or
       any of its Subsidiaries' knowledge, any of their respective past property
       or operations, are subject to or the subject of, any investigation known
       to the Company or any of its Subsidiaries, any judicial or administrative
       proceeding, order, judgment, decree, settlement or other agreement
       respecting: (A) any material violation of Environmental, Health or Safety
       Requirements of Law; (B) any remedial action; or (C) any material claims
       or liabilities arising from the Release or threatened Release of a
       Contaminant into the environment;

               (iv) there is not now, nor to the Company's or any of its
       Subsidiaries' knowledge has there ever been, on or in the property of the
       Company or any of its Subsidiaries any landfill, waste pile, underground
       storage tanks, aboveground storage tanks, surface impoundment or
       hazardous waste storage facility of any kind, any polychlorinated
       biphenyls (PCBs) used in hydraulic oils, electric transformers or other
       equipment, or any asbestos containing material; and

               (v) neither the Company nor any of its Subsidiaries has any
       material Contingent Obligation in connection with any Release or
       threatened Release of a Contaminant into the environment.





                                       62
<PAGE>   73
       (B) Materiality. For purposes of this Section 6.17 "material" means any
noncompliance or basis for liability which could reasonably be likely to subject
the Company or any of its Subsidiaries to liability, individually or in the
aggregate, in excess of $2,000,000.

       6.18.   Representations and Warranties of each Subsidiary Borrower. Each
Subsidiary Borrower represents and warrants to the Lenders that:

       (A) Organization and Corporate Powers. Such Subsidiary Borrower (i) is a
company duly formed and validly existing and in good standing under the laws of
the state or country of its organization (such jurisdiction being hereinafter
referred to as the "HOME COUNTRY") and (ii) has the requisite power and
authority to own its property and assets and to carry on its business
substantially as now conducted except where the failure to have such requisite
authority would not reasonably be expected to have a Material Adverse Effect.

       (B) Binding Effect. Each Loan Document executed by such Subsidiary
Borrower is the legal, valid and binding obligation of such Subsidiary Borrower
enforceable in accordance with its respective terms, except as enforceability
may be limited by bankruptcy, insolvency or similar laws affecting the
enforcement of creditors' rights generally and general equitable principles.

       (C) No Conflict; Government Consent. Neither the execution and delivery
by such Subsidiary Borrower of the Loan Documents to which it is a party, nor
the consummation by it of the transactions therein contemplated to be
consummated by it, nor compliance by such Subsidiary Borrower with the
provisions thereof will violate any law, rule, regulation, order, writ,
judgment, injunction, decree or award binding on such Subsidiary Borrower or any
of its Subsidiaries or such Subsidiary Borrower's or any of its Subsidiaries'
memoranda or articles of association or the provisions of any indenture,
instrument or agreement to which such Subsidiary 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 the
creation or imposition of any lien in, of or on the property of such Subsidiary
Borrower or any of its Subsidiaries pursuant to the terms of any such indenture,
instrument or agreement in any such case which violation, conflict, default,
creation or imposition would not reasonably be expected to have a Material
Adverse Effect. No order, consent, approval, license, authorization, or
validation of, or filing, recording or registration with, or exemption by, any
Governmental Authority is required to authorize, or is required in connection
with the execution, delivery and performance of, or the legality, validity,
binding effect or enforceability of, any of the Loan Documents, except for such
as have been obtained or made.

       (D) Filing. To ensure the enforceability or admissibility in evidence of
this Agreement and each Loan Document to which such Subsidiary Borrower is a
party in its Home Country, it is not necessary that this Agreement or any other
Loan Document to which such Subsidiary Borrower is a party or any other document
be filed or recorded with any court or other authority in its Home Country or
that any stamp or similar tax be paid to or in respect of this Agreement or any
other Loan Document of such Subsidiary Borrower. The qualification by any Lender
or the Administrative Agent for admission to do business under the laws of such
Subsidiary Borrower's Home Country does not constitute a condition to, and the
failure to so



                                       63
<PAGE>   74
qualify does not affect, the exercise by any Lender or the Administrative Agent
of any right, privilege, or remedy afforded to any Lender or the Administrative
Agent in connection with the Loan Documents to which such Subsidiary Borrower is
a party or the enforcement of any such right, privilege, or remedy against
Subsidiary Borrower. The performance by any Lender or the Administrative Agent
of any action required or permitted under the Loan Documents will not (i)
violate any law or regulation of such Subsidiary Borrower's Home Country or any
political subdivision thereof, (ii) result in any tax or other monetary
liability to such party pursuant to the laws of such Subsidiary Borrower's Home
Country or political subdivision or taxing authority thereof (provided that,
should any such action result in any such tax or other monetary liability to the
Lender or the Administrative Agent, the Borrowers hereby agree to indemnify such
Lender or the Administrative Agent, as the case may be, against (x) any such tax
or other monetary liability and (y) any increase in any tax or other monetary
liability which results from such action by such Lender or the Administrative
Agent and, to the extent the Borrowers make such indemnification, the incurrence
of such liability by the Administrative Agent or any Lender will not constitute
a Default) or (iii) violate any rule or regulation of any federation or
organization or similar entity of which the such Subsidiary Borrower's Home
Country is a member.

       (E) No Immunity. Neither such Subsidiary Borrower nor any of its assets
is entitled to immunity from suit, execution, attachment or other legal process.
Such Subsidiary Borrower's execution and delivery of the Loan Documents to which
it is a party constitute, and the exercise of its rights and performance of and
compliance with its obligations under such Loan Documents will constitute,
private and commercial acts done and performed for private and commercial
purposes.

       (F) Application of Representations and Warranties. It is understood and
agreed by the parties hereto that the representations and warranties of each
Subsidiary Borrower in this Section 6.18 shall only be applicable to such
Subsidiary Borrower on and after the date of its execution of an Assumption
Letter.

       6.19. Benefits. Each of the Company and its Subsidiaries will benefit
from the financing arrangement established by this Agreement. The Administrative
Agent and the Lenders have stated and the Company acknowledges that, but for the
agreement by each of the Subsidiary Guarantors to execute and deliver the
Subsidiary Guaranty, the Administrative Agent and the Lenders would not have
made available the credit facilities established hereby on the terms set forth
herein.

       6.20.   Acquisition Transactions. As of the closing date for the H-B
Acquisition and immediately prior to the making of any Loans for the purpose of
financing the H-B Acquisition:

               (i) the H-B Acquisition Agreement is in full force and effect, no
       material breach, default or waiver of any term or provision thereof by
       the Company or any of its Subsidiaries or, to the best of the Company's
       knowledge, the other parties thereto, has occurred (except for such
       breaches, defaults and waivers, if any, consented to in writing by the
       Administrative Agent) and no action has been taken by any competent
       authority which restrains, prevents or imposes any material adverse
       condition upon, or seeks to restrain, prevent or impose any material
       adverse condition upon, the H-B Acquisition;



                                       64
<PAGE>   75
               (ii) the representations and warranties of the Company and its
       Subsidiaries contained in the H-B Acquisition Agreement, if any, are true
       and correct in all material respects; and

               (iii) all conditions precedent to, and all consents necessary to
       permit, the funding of the H-B Acquisition have been satisfied or waived
       with the approval of the Administrative Agent (such approval not to be
       unreasonably withheld).

       6.21. Solvency. After giving effect to (i) the Loans to be made on the
Closing Date or such other date as Loans requested hereunder are made, (ii) the
other transactions contemplated by this Agreement and the other Transaction
Documents and (iii) the payment and accrual of all transaction costs with
respect to the foregoing, the Company and its Subsidiaries taken as a whole are
Solvent.

                           ARTICLE VII:      COVENANTS

       The Company covenants and agrees that so long as any Commitments are
outstanding and thereafter until all of the Termination Conditions have been
satisfied, unless the Required Lenders shall otherwise give prior written
consent:

       7.1.   Reporting.  The Company shall:

       (A)    Financial Reporting. Furnish to the Administrative Agent (with
sufficient copies for each of the Lenders):

               (i) Quarterly Reports. As soon as practicable and in any event
       within sixty (60) days after the end of the first three quarterly periods
       of each of its fiscal years, the consolidated balance sheet of the
       Company and its Subsidiaries as at the end of such period and the related
       consolidated statements of income and cash flows of the Company and its
       Subsidiaries for such fiscal quarter and for the period from the
       beginning of the then current fiscal year to the end of such fiscal
       quarter, certified by a Financial Officer of the Company on behalf of the
       Company and its Subsidiaries as fairly presenting the consolidated
       financial position of the Company and its Subsidiaries as at the dates
       indicated and the results of their operations and cash flows for the
       periods indicated in accordance with Agreement Accounting Principles,
       subject to normal year-end audit adjustments and the absence of
       footnotes.

               (ii) Annual Reports. As soon as practicable, and in any event
       within one hundred twenty (120) days after the end of each fiscal year,
       (a) the consolidated balance sheet of the Company and its Subsidiaries as
       at the end of such fiscal year and the related consolidated statements of
       income, stockholders' equity and cash flows of the Company and its
       Subsidiaries for such fiscal year, and in comparative form the
       corresponding figures for the previous fiscal year along with
       consolidating schedules in form and substance sufficient to calculate the
       financial covenants set forth in Section 7.4, and (b) an audit report on
       the consolidated financial statements (but not the consolidating
       financial statements or schedules) listed in clause (a) hereof of
       independent certified public accountants of recognized national standing,
       which audit report shall be



                                       65
<PAGE>   76
       unqualified and shall state that such financial statements fairly present
       the consolidated financial position of the Company and its Subsidiaries
       as at the dates indicated and the results of their operations and cash
       flows for the periods indicated in conformity with Agreement Accounting
       Principles and that the examination by such accountants in connection
       with such consolidated financial statements has been made in accordance
       with generally accepted auditing standards. The deliveries made pursuant
       to this clause (ii) shall be accompanied by (x) any management letter
       prepared by the above-referenced accountants, and (y) a certificate of
       such 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, or if, in the opinion of such
       accountants, any Default or Unmatured Default shall exist, stating the
       nature and status thereof.

               (iii) Officer's Certificate. Together with each delivery of any
       financial statement (a) pursuant to clauses (i) or (ii) of this Section
       7.1(A), an Officer's Certificate of the Company, substantially in the
       form of Exhibit G attached hereto and made a part hereof, stating that
       (x) the representations and warranties of the Company contained in
       Article VI hereof shall have been true and correct (unless such
       representation or warranty is made as of a specific date, in which case,
       such representation and warranty shall be true and correct as of such
       date) at all times during the period covered by such financial statements
       and as of the date of such Officer's Certificate and (y) as of the date
       of such Officer's Certificate no Default or Unmatured Default exists, or
       if any Default or Unmatured Default exists, stating the nature and status
       thereof and (b) pursuant to clauses (i) and (ii) of this Section 7.1(A),
       a compliance certificate, substantially in the form of Exhibit H attached
       hereto and made a part hereof, signed by an Authorized Officer, which
       demonstrates compliance with the financial tests contained in Section 7.3
       and Section 7.4, and which calculates the Leverage Ratio for purposes of
       determining the then Applicable Floating Rate Margin, Applicable
       Eurodollar Margin, Applicable L/C Fee Percentage and Applicable
       Commitment Fee Percentage.

               (iv) Budgets; Business Plans; Financial Projections. As soon as
       practicable and in any event not later than thirty (30) days after the
       beginning of each fiscal year commencing with the fiscal year beginning
       January 1, 2001, a copy of the plan and forecast (including a projected
       balance sheet, income statement and a statement of cash flow) of the
       Company and its Subsidiaries for the upcoming three (3) fiscal years
       prepared in such detail as shall be reasonably satisfactory to the
       Administrative Agent.

       (B) Notice of Default. Promptly upon any of the chief executive officer,
chief operating officer, chief financial officer, treasurer, controller, chief
legal officer or general counsel of the Company obtaining knowledge (i) of any
condition or event which constitutes a Default or Unmatured Default, or becoming
aware that any Lender or Administrative Agent has given any written notice with
respect to a claimed Default or Unmatured Default under this Agreement, or (ii)
that any Person has given any written notice to the Company or any Subsidiary of
the Company or taken any other action with respect to a claimed default or event
or condition of the type referred to in Section 8.1(E), or (iii) that any other
development, financial or otherwise, which could reasonably be expected to have
a Material Adverse Effect




                                       66
<PAGE>   77
has occurred, the Company shall deliver to the Administrative Agent and the
Lenders an Officer's Certificate specifying (a) the nature and period of
existence of any such claimed default, Default, Unmatured Default, condition or
event, (b) the notice given or action taken by such Person in connection
therewith, and (c) what action the Company has taken, is taking and proposes to
take with respect thereto.

       (C)    Lawsuits.

               (i) Promptly upon the Company obtaining knowledge of the
       institution of, or written threat of, any action, suit, proceeding,
       governmental investigation or arbitration, by or before any Governmental
       Authority, against or affecting the Company or any of its Subsidiaries or
       any property of the Company or any of its Subsidiaries not previously
       disclosed pursuant to Section 6.7, which action, suit, proceeding,
       governmental investigation or arbitration exposes, or in the case of
       multiple actions, suits, proceedings, governmental investigations or
       arbitrations arising out of the same general allegations or circumstances
       which expose, in the Company's reasonable judgment, the Company and/or
       any of its Subsidiaries to liability in an amount aggregating $2,000,000
       or more, give written notice thereof to the Administrative Agent and the
       Lenders and provide such other information as may be reasonably available
       to enable each Lender and the Administrative Agent and its counsel to
       evaluate such matters; and

               (ii) Promptly upon the Company or any of its Subsidiaries
       obtaining knowledge of any material adverse developments with respect to
       any of the Disclosed Litigation, which Disclosed Litigation exposes, in
       the Company's reasonable judgment, the Company and/or any of its
       Subsidiaries to liability in an amount aggregating $2,000,000 or more,
       give written notice thereof to the Administrative Agent and the Lenders
       and provide such other information as may be reasonably available to
       enable each Lender and the Administrative Agent and its counsel to
       evaluate such matters; and

               (iii) In addition to the requirements set forth in clauses (i)
       and (ii) of this Section 7.1(C), upon request of the Administrative Agent
       or the Required Lenders, promptly give written notice of the status of
       any Disclosed Litigation or any action, suit, proceeding, governmental
       investigation or arbitration covered by a report delivered pursuant to
       clause (i) above and provide such other information as may be reasonably
       available to it that would not jeopardize any attorney-client privilege
       by disclosure to the Lenders to enable each Lender and the Administrative
       Agent and its counsel to evaluate such matters.

       (D) ERISA Notices. Deliver or cause to be delivered to the Administrative
Agent and the Lenders, at the Company's expense, the following information and
notices as soon as reasonably possible, and in any event:

               (i) (a) within ten (10) Business Days after the Company obtains
       knowledge that a Termination Event has occurred, a written statement of a
       Financial Officer of the Company describing such Termination Event and
       the action, if any, which the Company has taken, is taking or proposes to
       take with respect thereto, and when known, any action




                                       67
<PAGE>   78
       taken or threatened by the IRS, DOL or PBGC with respect thereto and (b)
       within ten (10) Business Days after any member of the Controlled Group
       obtains knowledge that a Termination Event has occurred which could
       reasonably be expected to subject the Company or any of its Subsidiaries
       to liability in excess of $2,000,000, a written statement of a Financial
       Officer or designee of the Company describing such Termination Event and
       the action, if any, which the member of the Controlled Group has taken,
       is taking or proposes to take with respect thereto, and when known, any
       action taken or threatened by the IRS, DOL or PBGC with respect thereto;

               (ii) within ten (10) Business Days after the filing of any
       funding waiver request with the IRS, a copy of such funding waiver
       request and thereafter all communications received by the Company or a
       member of the Controlled Group with respect to such request within ten
       (10) Business Days such communication is received; and

               (iii) within ten (10) Business Days after the Company or any
       member of the Controlled Group knows or has reason to know that (a) a
       Multiemployer Plan has been terminated, (b) the administrator or plan
       sponsor of a Multiemployer Plan intends to terminate a Multiemployer
       Plan, or (c) the PBGC has instituted or will institute proceedings under
       Section 4042 of ERISA to terminate a Multiemployer Plan, a notice
       describing such matter.

For purposes of this Section 7.1(D), the Company, any of its Subsidiaries and
any member of the Controlled Group shall be deemed to know all facts known by
the administrator of any Plan of which the Company or any member of the
Controlled Group or such Subsidiary is the plan sponsor.

       (E) Other Indebtedness. Deliver to the Administrative Agent (i) a copy of
each regular report, notice or communication regarding potential or actual
defaults or amortization events (including any accompanying officer's
certificate) delivered by or on behalf of the Company to the holders of Material
Indebtedness pursuant to the terms of the agreements governing such Material
Indebtedness, such delivery to be made at the same time and by the same means as
such notice of default is delivered to such holders, and (ii) a copy of each
notice or other communication received by the Company from the holders of
Material Indebtedness regarding potential or actual defaults pursuant to the
terms of such Material Indebtedness, such delivery to be made promptly after
such notice or other communication is received by the Company or any of its
Subsidiaries.

       (F) Other Reports. Deliver or cause to be delivered to the Administrative
Agent and the Lenders copies of (i) all financial statements, reports and
notices, if any, sent or made available generally by the Company to their
securities holders or filed with the Commission by the Company, (ii) all press
releases made available generally by the Company or any of the Company's
Subsidiaries to the public concerning material developments in the business of
the Company or any such Subsidiary and (iii) all notifications received from the
Commission by the Company or its Subsidiaries pursuant to the Securities
Exchange Act of 1934 and the rules promulgated thereunder.




                                       68
<PAGE>   79
       (G) Environmental Notices. As soon as possible and in any event within
ten (10) days after receipt by the Company, deliver to the Administrative Agent
and the Lenders a copy of (i) any notice or claim to the effect that the Company
or any of its Subsidiaries is or may be liable to any Person as a result of the
Release by the Company, any of its Subsidiaries, or any other Person of any
Contaminant into the environment, and (ii) any notice alleging any violation of
any Environmental, Health or Safety Requirements of Law by the Company or any of
its Subsidiaries if, in either case, such notice or claim relates to an event
which could reasonably be expected to subject the Company and its Subsidiaries
to liability individually or in the aggregate in excess of $2,000,000.

       (H) Other Information. Promptly upon receiving a request therefor from
the Administrative Agent, prepare and deliver to the Administrative Agent and
the Lenders such other information with respect to the Company, any of its
Subsidiaries, as from time to time may be reasonably requested by the
Administrative Agent.

       7.2.   Affirmative Covenants.

       (A) Existence, Etc. The Company shall and, except as permitted pursuant
to Section 7.3(H), shall cause each of its Subsidiaries to, at all times
maintain its existence and preserve and keep, or cause to be preserved and kept,
in full force and effect its rights and franchises material to its businesses.

       (B) Corporate Powers; Conduct of Business. The Company shall, and shall
cause each of its Subsidiaries to, qualify and remain qualified to do business
in each jurisdiction in which the nature of its business requires it to be so
qualified and where the failure to be so qualified will have or could reasonably
be expected to have a Material Adverse Effect. The Company 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.

       (C) Compliance with Laws, Etc. The Company shall, and shall cause its
Subsidiaries to, (a) comply with all Requirements of Law and all restrictive
covenants affecting such Person or the business, properties, assets or
operations of such Person, and (b) obtain as needed all permits necessary for
its operations and maintain such permits in good standing unless failure to
comply or obtain such permits could not reasonably be expected to have a
Material Adverse Effect.

       (D) Payment of Taxes and Claims; Tax Consolidation. The Company shall
pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and
other governmental charges imposed upon it or on any of its properties or assets
or in respect of any of its franchises, business, income or property before any
penalty or interest accrues thereon, and (ii) all claims (including, without
limitation, claims for labor, services, materials and supplies) for sums which
have become due and payable and which by law have or may become a Lien (other
than a Lien permitted by Section 7.3(C)) upon any of the Company's or such
Subsidiary's property or assets, prior to the time when any penalty or fine
shall be incurred with respect thereto; provided, however, that no such taxes,
assessments and governmental charges referred to in clause (i)



                                       69
<PAGE>   80
above or claims referred to in clause (ii) above (and interest, penalties or
fines relating thereto) need be paid if being contested in good faith by
appropriate proceedings diligently instituted and conducted and if such reserve
or other appropriate provision, if any, as shall be required in conformity with
Agreement Accounting Principles shall have been made therefor.

       (E) Insurance. The Company shall maintain for itself and its
Subsidiaries, or shall cause each of its Subsidiaries to maintain in full force
and effect, insurance policies and programs, with such deductibles or
self-insurance amounts as reflect coverage that is reasonably consistent with
prudent industry practice as determined by the Company.

       (F) Inspection of Property; Books and Records; Discussions. The Company
shall permit and cause each of its Subsidiaries to permit, any authorized
representative(s) designated by either the Administrative Agent or any Lender to
visit and inspect any of the properties of the Company or any of its
Subsidiaries, to examine their respective financial and accounting records and
other material data relating to their respective businesses or the transactions
contemplated hereby (including, without limitation, in connection with
environmental compliance, hazard or liability), and to discuss their affairs,
finances and accounts with their officers and independent certified public
accountants, all upon reasonable notice and at such reasonable times during
normal business hours, as often as may be reasonably requested (provided that an
officer of the Company or any of its Subsidiaries may, if it so desires, be
present at and participate in any such discussion). The Company shall keep and
maintain, and cause each of its Subsidiaries to keep and maintain, in all
material respects, proper books of record and account in which entries in
conformity with Agreement Accounting Principles shall be made of all dealings
and transactions in relation to their respective businesses and activities. If a
Default has occurred and is continuing, the Company, upon the Administrative
Agent's request, shall turn over copies of any such records to the
Administrative Agent or its representatives.

       (G) ERISA Compliance. The Company shall, and shall cause each of its
Subsidiaries to, establish, maintain and operate all Plans to comply in all
material respects with the provisions of ERISA and shall operate all Plans to
comply in all material respects with the applicable provisions of the Code, all
other applicable laws, and the regulations and interpretations thereunder and
the respective requirements of the governing documents for such Plans, except
for any noncompliance which, individually or in the aggregate, could not
reasonably be expected to subject the Company or any of its Subsidiaries to
liability, individually or in the aggregate, in excess of $5,000,000.

       (H) Maintenance of Property. The Company shall cause all property used or
useful in the conduct of its business or the business of any Subsidiary to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and shall cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section 7.2(H) shall prevent the Company
or any of its Subsidiaries from discontinuing the operation or maintenance of
any of such property if such discontinuance is, in the judgment of the Company,
desirable in the conduct of its business or the business of



                                       70
<PAGE>   81
any Subsidiary and not disadvantageous in any material respect to the
Administrative Agent or the Lenders.

       (I) Environmental Compliance. The Company and its Subsidiaries shall
comply with all Environmental, Health or Safety Requirements of Law, except
where noncompliance will not have or is not reasonably likely to subject the
Company or any of its Subsidiaries to liability, individually or in the
aggregate, in excess of $5,000,000.

       (J) Use of Proceeds. The Borrowers shall use the proceeds of the
Revolving Loans to provide funds for general corporate purposes of the Company
and its Subsidiaries, including, without limitation, to refinance certain
existing debt, for working capital purposes and to finance Permitted
Acquisitions. The Company will not, nor will they permit any Subsidiary to, use
any of the proceeds of the Loans to purchase or carry any Margin Stock or to
make any Acquisition, other than a Permitted Acquisition pursuant to Section
7.3(F).

       (K)    Subsidiary Guarantors.

               (i) New Subsidiaries. The Company shall cause each New Subsidiary
       that is, at any time, a Material Subsidiary (other than any Excluded
       Foreign Subsidiary) and each other Subsidiary as is necessary to remain
       in compliance with the terms of Section 7.3(Q), to deliver to the
       Administrative Agent an executed Guarantor Agreement or an executed
       supplement to become a Subsidiary Guarantor under any Guarantor Agreement
       in the form of the supplement attached thereto (a "SUPPLEMENT") and
       appropriate corporate resolutions, opinions and other documentation in
       form and substance reasonably satisfactory to the Administrative Agent,
       such Supplement and other documentation to be delivered to the
       Administrative Agent as promptly as possible upon the creation,
       acquisition of or capitalization thereof or if otherwise necessary to
       remain in compliance with Section 7.3(Q), but in any event within thirty
       (30) days of such creation, acquisition or capitalization.

               (ii) Additional Material Subsidiaries. If any consolidated
       Subsidiary of the Company (other than a New Subsidiary to the extent
       addressed in Section 7.2(K)(i)) becomes a Material Subsidiary (other than
       an Excluded Foreign Subsidiary), the Company shall cause any such
       Material Subsidiary to deliver to the Administrative Agent an executed
       Supplement to become a Subsidiary Guarantor and appropriate corporate
       resolutions, opinions and other documentation in form and substance
       reasonably satisfactory to the Administrative Agent in connection
       therewith, such Supplement and other documentation to be delivered to the
       Administrative Agent as promptly as possible but in any event within
       thirty (30) days following the date on which such consolidated Subsidiary
       became a Material Subsidiary.

               (iii) Other Required Guarantors. If at any time any Subsidiary of
       the Company which is not a Subsidiary Guarantor guaranties any
       Indebtedness of the Company other than the Indebtedness hereunder, the
       Company shall cause such Subsidiary to deliver to the Administrative
       Agent an executed Supplement to become a Subsidiary Guarantor and
       appropriate corporate resolutions, opinions and other documentation in
       form and



                                       71
<PAGE>   82
       substance reasonably satisfactory to the Administrative Agent in
       connection therewith, such Supplement and other documentation to be
       delivered to the Administrative Agent concurrently with the delivery of
       the guaranty of such other Indebtedness.

               (iv) Additional Excluded Foreign Subsidiaries. In the event any
       Subsidiary otherwise required to become a Guarantor under paragraphs (ii)
       or (iii) above would cause the Company adverse tax consequences if it
       were to become a Guarantor or is restricted from becoming a Guarantor as
       a result of domestic laws or otherwise, the Administrative Agent may, in
       its discretion, permit such Subsidiary to be treated as an Excluded
       Foreign Subsidiary, and, accordingly, such Subsidiary would not be
       required to become a Guarantor.

       (L) Foreign Employee Benefit Compliance. The Company shall, and shall
cause each of its Subsidiaries and each member of its Controlled Group to,
establish, maintain and operate all Foreign Employee Benefit Plans to comply in
all material respects with all laws, regulations and rules applicable thereto
and the respective requirements of the governing documents for such Plans,
except for failures to comply which, in the aggregate, would not be reasonably
likely to subject the Company or any of its Subsidiaries to liability,
individually or in the aggregate, in excess of $5,000,000.

       7.3.   Negative Covenants.

       (A) Subsidiary Indebtedness. The Company shall not permit any of its
Subsidiaries directly or indirectly to create, incur, assume or otherwise become
or remain directly or indirectly liable with respect to any Indebtedness,
except:

               (i) Indebtedness of the Subsidiaries under the Subsidiary
       Guaranty;

               (ii) Indebtedness in respect of guaranties executed by any
       Subsidiary Guarantor with respect to any Indebtedness of the Company,
       provided such Indebtedness is not incurred by the Company in violation of
       this Agreement;

               (iii) Indebtedness in respect of obligations secured by Customary
       Permitted Liens;

               (iv) Indebtedness constituting Contingent Obligations permitted
       by Section 7.3(E);

               (v) Unsecured Indebtedness arising from loans (a) from any
       Subsidiary to any wholly-owned Subsidiary, or (b) from the Company to any
       wholly-owned Subsidiary, or (c) from Lealand Finance Company B.V., a
       Netherlands corporation and wholly-owned Subsidiary of the Borrower, to
       any Subsidiary (other than any Subsidiary Guarantor) in an aggregate
       outstanding principal amount not to exceed $20,000,000 at any time;
       provided, that if either the Company or any Subsidiary Guarantor is the
       obligor on such Indebtedness, such Indebtedness may only be due either
       the Company or a Subsidiary Guarantor and shall be expressly subordinate
       to the payment in full in cash of the Obligations on terms satisfactory
       to the Administrative Agent;



                                       72
<PAGE>   83
               (vi) Indebtedness in respect of Hedging Obligations which are not
       prohibited under Section 7.3(O);

               (vii) Indebtedness with respect to surety, appeal and performance
       bonds and Performance Letters of Credit obtained by any of the Company's
       Subsidiaries in the ordinary course of business;

               (viii) Indebtedness evidenced by letters of credit in an
       aggregate face amount not to exceed at any time $30,000,000 issued in the
       ordinary course of business to secure obligations of the Company and its
       Subsidiaries under workers' compensation and other social security
       programs, and Contingent Obligations with respect to any such permitted
       letters of credit; and

               (ix) from and after the date of the H-B Acquisition, the term
       indebtedness originally issued by Howe-Baker in favor Air Liquide and
       assumed by the Company pursuant to the H-B Acquisition Agreement in an
       aggregate principal amount up to $5,700,000;

               (x) Other Indebtedness, including Permitted Existing
       Indebtedness, in addition to that referred to elsewhere in this Section
       7.3(A) incurred by the Company's Subsidiaries; provided that no Default
       or Unmatured Default shall have occurred and be continuing at the date of
       such incurrence or would result therefrom; and provided further that the
       aggregate outstanding amount of all Indebtedness incurred by the
       Company's Subsidiaries (other than Indebtedness incurred pursuant to
       clauses (i), (ii), (iv), (v), (vi), (vii), (viii) and (ix) of this
       Section 7.3(A)) shall not at any time exceed $20,000,000.

       (B) Sales of Assets. Neither the Company nor any of its Subsidiaries
shall consummate any Asset Sale, except (and only so long as the Company shall
have prepaid the outstanding Obligations and reduced the Aggregate Commitment in
accordance with Sections 2.4(B) and 2.5(B)):

               (i) sales of inventory in the ordinary course of business;

               (ii) the disposition in the ordinary course of business of
       equipment that is obsolete, excess or no longer used or useful in the
       Company's or its Subsidiaries' businesses;

               (iii) transfers of assets between the Company and any
       wholly-owned Subsidiary of the Company, or between wholly-owned
       Subsidiaries of the Company not otherwise prohibited by this Agreement;

               (iv) the Permitted Sale and Leaseback Transactions; and

               (v) other leases, sales or other dispositions of assets if such
       transaction (a) is for consideration consisting at least eighty percent
       (80%) of cash, (b) is for not less than fair market value (as determined
       in good faith by the Company's board of directors), and (c) involves
       assets that, together with all other assets of the Company and its
       Subsidiaries



                                       73
<PAGE>   84
       previously leased, sold or disposed of (other than pursuant to clauses
       (i) through (iv) above) as permitted by this Section (x) during the
       twelve-month period ending with the month in which any such lease, sale
       or other disposition occurs, do not constitute a Substantial Portion of
       the assets of the Company and its Subsidiaries and (y) since the Closing
       Date do not exceed $30,000,000, in each case when combined with all such
       other transactions during such period (each such transaction being valued
       at book value).

       (C) Liens. Neither the Company nor any of its Subsidiaries shall directly
or indirectly create, incur, assume or permit to exist any Lien on or with
respect to any of their respective property or assets except:

               (i) Liens, if any, created by the Loan Documents or otherwise
       securing the Obligations;

               (ii) Customary Permitted Liens;

               (iii) other Liens, including Permitted Existing Liens, (a)
       securing Indebtedness of the Company (other than Indebtedness of the
       Company owed to any Subsidiary) and/or (b) securing Indebtedness of the
       Company's Subsidiaries as permitted pursuant to Section 7.3(A) and in an
       aggregate outstanding amount not to exceed ten percent (10%) of
       consolidated assets of the Company and its Subsidiaries at any time.

In addition, neither the Company nor any of its Subsidiaries shall become a
party to any agreement, note, indenture or other instrument, or take any other
action, which would prohibit the creation of a Lien on any of its properties or
other assets in favor of the Administrative Agent as collateral for the
Obligations; provided that any agreement, note, indenture or other instrument in
connection with purchase money Indebtedness (including Capitalized Leases)
incurred in compliance with the terms of this Agreement may prohibit the
creation of a Lien in favor of the Administrative Agent and the Lenders on the
items of property obtained with the proceeds of such Indebtedness.

       (D) Investments. Except to the extent permitted pursuant to Section
7.3(F), neither the Company nor any of its Subsidiaries shall directly or
indirectly make or own any Investment except:

               (i) Investments in cash and Cash Equivalents;

               (ii) Permitted Existing Investments in an amount not greater than
       the amount thereof on the Closing Date;

               (iii) Investments in trade receivables or received in connection
       with the bankruptcy or reorganization of suppliers and customers and in
       settlement of delinquent obligations of, and other disputes with,
       customers and suppliers arising in the ordinary course of business;

               (iv) Investments consisting of deposit accounts maintained by the
       Company and its Subsidiaries;



                                       74
<PAGE>   85
               (v) Investments consisting of non-cash consideration from a sale,
       assignment, transfer, lease, conveyance or other disposition of property
       permitted by Section 7.3(B);

               (vi) Investments in any consolidated Subsidiaries (other than
       joint ventures);

               (vii) Investments in joint ventures and nonconsolidated
       Subsidiaries in an aggregate amount not to exceed $10,000,000;

               (viii) Investments constituting Permitted Acquisitions;

               (ix) Investments constituting Indebtedness permitted by Section
       7.3(A) or Contingent Obligations permitted by Section 7.3(E);

               (x) Investments in addition to those referred to elsewhere in
       this Section 7.3(D) in an aggregate amount not to exceed $2,000,000.

       (E) Contingent Obligations. None of the Company's Subsidiaries shall
directly or indirectly create or become or be liable with respect to any
Contingent Obligation, except: (i) recourse obligations resulting from
endorsement of negotiable instruments for collection in the ordinary course of
business; (ii) Permitted Existing Contingent Obligations; (iii) Contingent
Obligations (x) incurred by any Subsidiary of the Company to support the
performance of bids, tenders, sales, contracts (other than for the repayment of
borrowed money) of any other Subsidiary of the Company in the ordinary course of
business, and (y) with respect to surety, appeal and performance bonds obtained
by the Company or any Subsidiary in the ordinary course of business provided
that the Indebtedness with respect thereto is permitted pursuant to Section
7.3(A); and (iv) Contingent Obligations of the Subsidiary Guarantors under the
Subsidiary Guaranty.

       (F)     Conduct of Business; Subsidiaries; Acquisitions; H-B Acquisition.

               (a) Neither the Company nor any of its Subsidiaries shall engage
       in any business other than the businesses engaged in by the Company and
       its Subsidiaries on the date hereof and any business or activities which
       are substantially similar, related or incidental thereto or logical
       extensions thereof. The Company shall not create, acquire or capitalize
       any Subsidiary after the date hereof unless (i) no Default or Unmatured
       Default shall have occurred and be continuing or would result therefrom;
       (ii) after such creation, acquisition or capitalization, all of the
       representations and warranties contained herein shall be true and correct
       (unless such representation and warranty is made as of a specific date,
       in which case, such representation or warranty shall be true and correct
       as of such date); and (iii) after such creation, acquisition or
       capitalization the Company and such Subsidiary shall be in compliance
       with the terms of Sections 7.2(K) and 7.3(R). Neither the Company nor its
       Subsidiaries shall make any Acquisitions, other than (x) the H-B
       Acquisition and (y) other Acquisitions meeting the following requirements
       or otherwise approved by the Required Lenders (the H-B Acquisition and
       each such other Acquisition constituting a "PERMITTED ACQUISITION"):




                                       75
<PAGE>   86
       (1)     as of the date of consummation of such Acquisition (before and
               after taking into account such Acquisition), all representations
               and warranties set forth in this Agreement and the other Loan
               Documents shall be true and correct in all material respects as
               though made on such date (unless such representation and warranty
               is made as of a specific date, in which case, such representation
               and warranty shall be true and correct as of such date) and no
               event shall have occurred and then be continuing which
               constitutes a Default or Unmatured Default under this Agreement;

       (2)     prior to the consummation of any such Permitted Acquisition, the
               Company shall provide written notification to the Administrative
               Agent of all pro forma adjustments to EBITDA to be made in
               connection with such Acquisition;

       (3)     the purchase is consummated pursuant to a negotiated acquisition
               agreement on a non-hostile basis and approved by the target
               company's board of directors (and shareholders, if necessary)
               prior to the consummation of the Acquisition;

       (4)     the businesses being acquired shall be substantially similar,
               related or incidental to the businesses or activities engaged in
               by the Company and its Subsidiaries on the Closing Date;

       (5)     prior to such Acquisition and the incurrence of any Indebtedness
               permitted by Section 7.3(A) in connection therewith, the Company
               shall deliver to the Administrative Agent and the Lenders a
               certificate from one of the Authorized Officers, demonstrating,
               on a pro forma basis using unadjusted historical audited or
               reviewed unaudited financial statements obtained from the
               seller(s) in respect of each such Acquisition as if the
               Acquisition and such incurrence of Indebtedness had occurred on
               the first day of the twelve-month period ending on the last day
               of the Company's most recently completed fiscal quarter, the
               Company would have been in compliance with the financial
               covenants in Section 7.4 and not otherwise in Default; and

       (6)     without the prior written consent of the Required Lenders, the
               purchase price for the Acquisition (including, without limitation
               or duplication, cash, Capital Stock, Restricted Payments and
               Indebtedness assumed) shall not exceed (x) $5,000,000 or (y)
               together with the purchase price of all other Permitted
               Acquisitions since the Closing Date, $10,000,000.

               (ii) On or prior to the date of the H-B Acquisition, the Company
       shall furnish to the Administrative Agent each of the following, with
       sufficient copies for the Lenders, all in form and substance satisfactory
       to the Administrative Agent and the Lenders:

       (1)     Evidence satisfactory to the Administrative Agent that (i) all
               conditions precedent to the consummation of the H-B Acquisition
               have been satisfied or waived with the approval of the
               Administrative Agent, (ii) the H-B Acquisition Agreement has been
               approved by all necessary corporate action of the Board of
               Directors and shareholders of the Loan Parties party thereto, and
               have not been amended,


                                       76
<PAGE>   87
               waived or modified without the approval of the Administrative
               Agent and (iii) the representations and warranties in the H-B
               Acquisition Agreement shall be accurate as of the date of the H-B
               Acquisition; and the Administrative Agent and the Lenders shall
               have received an opinion of counsel satisfactory to them as to
               (a) the enforceability of the H-B Acquisition Agreement, (b) the
               Loan Parties' compliance with law in respect thereof and (c) the
               combination of the Borrower and Howe-Baker (with the Company as
               the survivor thereof), which combination shall have occurred in
               accordance with applicable law;

       (2)     Evidence satisfactory to the Administrative Agent that all
               required governmental approvals related to the H-B Acquisition
               have been obtained and all related filings made and any
               applicable waiting periods shall have expired or been terminated;

       (3)     Evidence satisfactory to the Administrative Agent that there
               exists no injunction or temporary restraining order which, in the
               judgment of the Administrative Agent, would prohibit the
               consummation of the H-B Acquisition, or any litigation seeking
               such an injunction or restraining order or which could reasonably
               be expected to have material adverse effect on the business or
               financial condition of Howe-Baker;

       (4)     Copies of any fairness opinion issued to the Company by Credit
               Suisse First Boston in respect of the H-B Acquisition; and
               opinions of value, solvency and other appropriate factual
               information and advice in form and substance reasonably
               satisfactory to the Administrative Agent from the Chief Financial
               Officer of the Company supporting the conclusions that after
               giving effect to the H-B Acquisition, the Company and its
               Subsidiaries on a consolidated basis are Solvent and will be
               Solvent subsequent to incurring the indebtedness contemplated
               under the Transaction Documents (after giving effect to the H-B
               Acquisition), will be able to pay its debts and liabilities as
               they become due and will not be left with unreasonably small
               working capital for general corporate purposes;

       (5)     Evidence reasonably satisfactory to the Administrative Agent of
               the payment of all principal, interest, fees and premiums, if
               any, on all loans outstanding under that certain $50,000,000
               unsecured revolving credit agreement, dated as of December 20,
               1999 by and among Howe-Baker, as borrower, the financial
               institutions parties thereto as lenders, and Bank of America,
               N.A., as agent, and the termination of the applicable agreements
               relating to the foregoing; and

       (6)     Such other documents as the Administrative Agent may have
               reasonably requested, including, without limitation, a copy of
               the final, executed H-B Acquisition Agreement, and all
               instruments, agreements and other documents related thereto.

       (G) Transactions with Shareholders and Affiliates. Other than (i)
Investments permitted by Section 7.3(D), neither the Company nor any of its
Subsidiaries shall directly or indirectly (a) enter into or permit to exist any
transaction (including, without limitation, the



                                       77
<PAGE>   88
purchase, sale, lease or exchange of any property or the rendering of any
service) with, or make loans or advances to any holder or holders of any of the
Equity Interests of the Company, or with any Affiliate of the Company which is
not its Subsidiary of the Company, on terms that are less favorable to the
Company or any of its Subsidiaries, as applicable, than those that could
reasonably be obtained in an arm's length transaction at the time from Persons
who are not such a holder or Affiliate.

       (H) Restriction on Fundamental Changes. Neither the Company nor any of
its Subsidiaries shall enter into any merger or consolidation, or liquidate,
wind-up or dissolve (or suffer any liquidation or dissolution), or convey,
lease, sell, transfer or otherwise dispose of, in one transaction or series of
transactions, all or substantially all of the Company's consolidated business or
property (each such transaction a "FUNDAMENTAL CHANGE"), whether now or
hereafter acquired, except (i) Fundamental Changes permitted under Sections
7.3(B), 7.3(D) or 7.3(G), (ii) a Subsidiary of the Company may be merged into or
consolidated with the Company (in which case the Company shall be the surviving
corporation) or any wholly-owned Subsidiary of the Company provided such Company
owns, directly or indirectly, a percentage of the equity of the merged entity
not less than the percentage it owned of the Subsidiary prior to such
Fundamental Change and if the predecessor Subsidiary was a Guarantor, the
surviving Subsidiary shall be a Guarantor hereunder, and (iii) any liquidation
of any Subsidiary of the Company, into the Company or another Subsidiary of the
Company, as applicable.

       (I) Sales and Leasebacks. Neither the Company nor any of its Subsidiaries
shall become liable, directly, by assumption or by Contingent Obligation, with
respect to any Sale and Leaseback Transaction (other than the Permitted Sale and
Leaseback Transactions), unless (i) the Company shall have prepaid the
outstanding Advances and reduced the Aggregate Commitment in accordance with
Sections 2.4(B) and 2.5(B), and (ii) the sale involved is not prohibited under
Section 7.3(B), the lease involved is not prohibited under Section 7.3(A) and
any related Investment is not prohibited under Section 7.3(D).

       (J) Margin Regulations. Neither the Company nor any of its Subsidiaries,
shall use all or any portion of the proceeds of any credit extended under this
Agreement to purchase or carry Margin Stock.

       (K)     ERISA.  The Company shall not

               (i) permit to exist any accumulated funding deficiency (as
       defined in Sections 302 of ERISA and 412 of the Code), with respect to
       any Benefit Plan, whether or not waived;

               (ii) terminate, or permit any Controlled Group member to
       terminate, any Benefit Plan which would result in liability of the
       Company or any Controlled Group member under Title IV of ERISA;

               (iii) fail, or permit any Controlled Group member to fail, to pay
       any required installment or any other payment required under Section 412
       of the Code on or before the due date for such installment or other
       payment; or



                                       78
<PAGE>   89
               (iv) permit any unfunded liabilities with respect to any Foreign
       Pension Plan;

except where such transactions, events, circumstances, or failures are not,
individually or in the aggregate, reasonably expected to result in liability
individually or in the aggregate in excess of $5,000,000.

       (L) Corporate Documents. Neither the Company nor any of its Subsidiaries
shall amend, modify or otherwise change any of the terms or provisions in any of
their respective constituent documents as in effect on the date hereof in any
manner adverse to the interests of the Lenders, without the prior written
consent of the Required Lenders.

       (M) Fiscal Year. Neither the Company nor any of its consolidated
Subsidiaries shall change its fiscal year for accounting or tax purposes from a
period consisting of the 12-month period ending on the last day of December of
each year.

       (N) Subsidiary Covenants. Except as set forth on Schedule 7.3(N), the
Company will not, and will not permit any Subsidiary to, create or otherwise
cause to become effective or suffer to exist any consensual encumbrance or
restriction of any kind on the ability of any Subsidiary to pay dividends or
make any other distribution on its stock or redemption of its stock, or make any
other Restricted Payment, pay any Indebtedness or other Obligation owed to
Company or any other Subsidiary, make loans or advances or other Investments in
the Company or any other Subsidiary, or sell, transfer or otherwise convey any
of its property to the Company or any other Subsidiary, or merge, consolidate
with or liquidate into the Company or any other Subsidiary.

       (O) Hedging Obligations. The Company shall not and shall not permit any
of its Subsidiaries to enter into any Hedging Arrangements evidencing Hedging
Obligations, other than Hedging Arrangements entered into by the Company or its
Subsidiaries pursuant to which the Company or such Subsidiary has hedged its
reasonably estimated interest rate, foreign currency or commodity exposure, and
which are non-speculative in nature.

       (P) Issuance of Disqualified Stock. From and after the Closing Date,
neither the Company, nor any of its Subsidiaries shall issue any Disqualified
Stock. All issued and outstanding Disqualified Stock shall be treated as
Indebtedness for Borrowed Money for all purposes of this Agreement, and the
amount of such deemed Indebtedness shall be the aggregate amount of the
liquidation preference of such Disqualified Stock.

       (Q) Non-Guarantor Subsidiaries. The Company will not at any time permit
the sum of the aggregate assets of all of the Company's Subsidiaries which are
not Subsidiary Guarantors (the non-guarantor Subsidiaries being referred to
collectively as the "NON-OBLIGOR SUBSIDIARIES") to exceed ten percent (10%) of
the Company's and its Subsidiaries consolidated assets.

       (R) Intercompany Indebtedness. The Company shall not create, incur,
assume or otherwise become or remain directly or indirectly liable with respect
to any Indebtedness arising from loans from any Subsidiary to the Company unless
(a) such Indebtedness is unsecured and


                                       79
<PAGE>   90
(ii) such Indebtedness shall be expressly subordinate to the payment in full in
cash of the Obligators on terms satisfactory to the Administrative Agent.

       7.4.   Financial Covenants.  The Company shall comply with the following:

       (A) Maximum Leverage Ratio. As of the last day of each fiscal quarter,
the Company shall not permit the ratio (the "LEVERAGE RATIO") of (i) all
Indebtedness for Borrowed Money of the Company and its Subsidiaries to (ii)
EBITDA to be greater than 2.50 to 1.00 for the four- quarter period ending on
such date.

The Leverage Ratio shall be calculated, in each case, determined as of the last
day of each fiscal quarter based upon (a) for Indebtedness for Borrowed Money,
Indebtedness for Borrowed Money as of the last day of each such fiscal quarter;
and (b) for EBITDA, the actual amount for the four-quarter period ending on such
day, calculated, with respect to Permitted Acquisitions, on a pro forma basis
using historical audited and reviewed unaudited financial statements obtained
from the seller(s) in such Permitted Acquisition, broken down by fiscal quarter
in the Company's reasonable judgment and satisfactory to the Administrative
Agent and as reported to the Administrative Agent pursuant to the provisions of
Section 7.3(F)(a)(2).

       (B) Minimum Fixed Charge Coverage Ratio. The Company and its consolidated
Subsidiaries shall maintain a ratio ("FIXED CHARGE COVERAGE RATIO") of (i) the
sum of (a) EBITDA for such period, minus (b) Capital Expenditures for such
period, plus (c) Rentals for such period plus (d) Restricted Payments paid in
cash during such period to the extent deducted in computing Net Income for such
period, to (ii) the sum of the amounts of (a) cash Interest Expense during such
period, plus (b) cash taxes paid by the Company and its consolidated
Subsidiaries during such period, plus (c) scheduled amortization during such
period of the principal portion of all Indebtedness for Borrowed Money, plus (d)
Restricted Payments paid in cash during such period, plus (e) Rentals for such
period, of at least 1.50 to 1.00 as of the end of each fiscal quarter for the
period commencing with the fiscal quarter ending on December 31, 2000 through
the Termination Date.

The Fixed Charge Coverage Ratio shall be determined as of the last day of each
fiscal quarter based upon (a) for Indebtedness, Indebtedness as of the last day
of each such fiscal quarter; and (b) for all other components thereof, the
actual amount for the four-quarter period ending on such day, calculated, with
respect to Permitted Acquisitions, on a pro forma basis using historical audited
and reviewed unaudited financial statements obtained from the seller(s) in such
Permitted Acquisition, broken down by fiscal quarter in the Company's reasonable
judgment and satisfactory to the Administrative Agent and as reported to the
Administrative Agent pursuant to the provisions of Section 7.3(F)(a)(2).

       (C) Minimum Interest Expense Coverage Ratio. The Company and its
consolidated Subsidiaries shall maintain a ratio (the "INTEREST EXPENSE COVERAGE
RATIO") for any applicable period of (i) EBIT for such period to (ii) Interest
Expense for such period of at least 2.00 to 1.00 as of the end of each fiscal
quarter for the period commencing with the fiscal quarter ending on December 31,
2000 through the Termination Date.



                                       80
<PAGE>   91
The Interest Expense Coverage Ratio shall be determined as of the last day of
each fiscal quarter based upon the actual amount of EBIT and Interest Expense
for the four-quarter period ending on such day, calculated, with respect to
Permitted Acquisitions, on a pro forma basis using historical audited and
reviewed unaudited financial statements obtained from the seller(s) in such
Permitted Acquisition, broken down by fiscal quarter in the Company's reasonable
judgment and satisfactory to the Administrative Agent and as reported to the
Administrative Agent pursuant to the provisions of Section 7.3(F)(a)(2).

       (D) Minimum Consolidated Net Worth. The Company shall not permit its
Consolidated Net Worth at any time on or after December 31, 2000 to be less than
the sum of (a) $130,000,000, plus (b) fifty percent (50%) of the sum of Net
Income (if positive) earned in each fiscal quarter, commencing with the fiscal
quarter ending on March 31, 2001, plus (c) the amount, if any, by which
stockholders' equity of the Company is, in accordance with Agreement Accounting
Principles, adjusted from time to time as a result of the issuance of any Equity
Interests.

                            ARTICLE VIII:     DEFAULTS

       8.1. Defaults. Each of the following occurrences shall constitute a
Default under this Agreement:

       (A) Failure to Make Payments When Due. The Company or any Subsidiary
Borrower shall (i) fail to pay when due any of the Obligations consisting of
principal with respect to the Loans or (ii) shall fail to pay within five (5)
days of the date when due any of the other Obligations under this Agreement or
the other Loan Documents.

       (B) Breach of Certain Covenants. The Company shall fail duly and
punctually to perform or observe any agreement, covenant or obligation binding
on the Company under Sections 7.1(A), 7.2(A), 7.2(F), 7.2(K), 7.3 or 7.4.

       (C) Breach of Representation or Warranty. Any representation or warranty
made or deemed made by the Company or any Subsidiary Borrower to the
Administrative Agent or any Lender herein or by the Company or any Subsidiary
Borrower or any of its Subsidiaries in any of the other Loan Documents or in any
statement or certificate or information at any time given by any such Person
pursuant to any of the Loan Documents shall be false or misleading in any
material respect on the date as of which made (or deemed made).

       (D) Other Defaults. The Company or any Subsidiary Borrower shall default
in the performance of or compliance with any term contained in this Agreement
(other than as covered by paragraphs (A) or (B) or (C) of this Section 8.1), or
the Company or any Subsidiary Borrower or any of its Subsidiaries shall default
in the performance of or compliance with any term contained in any of the other
Loan Documents, and such default shall continue for thirty (30) days after the
occurrence thereof.

       (E) Default as to Other Indebtedness. The Company or any of its
Subsidiaries shall fail to make any payment when due (whether by scheduled
maturity, required prepayment,


                                       81
<PAGE>   92
acceleration, demand or otherwise) with respect to any Indebtedness (other than
Indebtedness hereunder), beyond any period of grace provided with respect
thereto, which individually or together with other such Indebtedness as to which
any such failure or other Default under this clause (E) exists has an aggregate
outstanding principal amount equal to or in excess of Five Million and 00/100
Dollars ($5,000,000) ("MATERIAL INDEBTEDNESS"); or any breach, default or event
of default (including any termination event, amortization event, liquidation
event or event of like import arising under any agreement or instrument giving
rise to any Off-Balance Sheet Liabilities) shall occur, or any other condition
shall exist under any instrument, agreement or indenture pertaining to any such
Material Indebtedness, beyond any period of grace, if any, provided with respect
thereto, if the effect thereof is to cause an acceleration, mandatory
redemption, a requirement that the Company offer to purchase such Indebtedness
or other required repurchase or early amortization of such Indebtedness, or
permit the holder(s) of such Indebtedness to accelerate the maturity of any such
Indebtedness or require a redemption, early amortization or repurchase of such
Indebtedness; or any such Indebtedness shall be otherwise declared to be due and
payable (by acceleration or otherwise) or required to be prepaid, redeemed,
amortized or otherwise repurchased by the Company or any of its Subsidiaries
(other than by a regularly scheduled required prepayment) prior to the stated
maturity thereof.

       (F)     Involuntary Bankruptcy; Appointment of Receiver, Etc.

               (i) An involuntary case shall be commenced against the Company or
       any of the Company's Subsidiaries and the petition shall not be
       dismissed, stayed, bonded or discharged within forty-five (45) days after
       commencement of the case; or a court having jurisdiction in the premises
       shall enter a decree or order for relief in respect of the Company or any
       of the Company's Subsidiaries in an involuntary case, under any
       applicable bankruptcy, insolvency or other similar law now or hereinafter
       in effect; or any other similar relief shall be granted under any
       applicable federal, state, local or foreign law.

               (ii) A decree or order of a court having jurisdiction in the
       premises for the appointment of a receiver, liquidator, sequestrator,
       trustee, custodian or other officer having similar powers over the
       Company or any of the Company's Subsidiaries or over all or a substantial
       part of the property of the Company or any of the Company's Subsidiaries
       shall be entered; or an interim receiver, trustee or other custodian of
       the Company or any of the Company's Subsidiaries or of all or a
       substantial part of the property of the Company or any of the Company's
       Subsidiaries shall be appointed or a warrant of attachment, execution or
       similar process against any substantial part of the property of the
       Company or any of the Company's Subsidiaries shall be issued and any such
       event shall not be stayed, dismissed, bonded or discharged within
       forty-five (45) days after entry, appointment or issuance.

       (G) Voluntary Bankruptcy; Appointment of Receiver, Etc. The Company or
any of the Company's Subsidiaries shall (i) commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, (ii) consent to the entry of an order for relief in an involuntary case,
or to the conversion of an involuntary case to a voluntary case, under any such
law, (iii) consent to the appointment of or taking possession by a


                                       82
<PAGE>   93
receiver, trustee or other custodian for all or a substantial part of its
property, (iv) make any assignment for the benefit of creditors or (v) take any
corporate action to authorize any of the foregoing.

       (H) Judgments and Attachments. Any money judgment(s), writ or warrant of
attachment, or similar process against the Company or any of its Subsidiaries or
any of their respective assets involving in any single case or in the aggregate
an amount in excess of Five Million and 00/100 Dollars ($5,000,000) is or are
entered and shall remain undischarged, unvacated, unbonded or unstayed for a
period of thirty (30) days or in any event later than fifteen (15) days prior to
the date of any proposed sale thereunder.

       (I) Dissolution. Any order, judgment or decree shall be entered against
the Company or any Subsidiary decreeing its involuntary dissolution or split up
and such order shall remain undischarged and unstayed for a period in excess of
forty-five (45) days; or the Company or any Subsidiary shall otherwise dissolve
or cease to exist except as specifically permitted by this Agreement.

       (J) Loan Documents. At any time, for any reason, any Loan Document as a
whole that materially affects the ability of the Administrative Agent, or any of
the Lenders to enforce the Obligations ceases to be in full force and effect or
the Company or any of the Company's Subsidiaries party thereto seeks to
repudiate its obligations thereunder.

       (K) Termination Event. Any Termination Event occurs which the Required
Lenders believe is reasonably likely to subject the Company to liability in
excess of $5,000,000.

       (L) Waiver of Minimum Funding Standard. If the plan administrator of any
Plan applies under Section 412(d) of the Code for a waiver of the minimum
funding standards of Section 412(a) of the Code and any Lender believes the
substantial business hardship upon which the application for the waiver is based
could reasonably be expected to subject either the Company or any Controlled
Group member to liability in excess of $5,000,000.

       (M) Change of Control. A Change of Control shall occur.

       (N) Environmental Matters. The Company or any of its Subsidiaries shall
be the subject of any proceeding or investigation pertaining to (i) the Release
by the Company or any of its Subsidiaries of any Contaminant into the
environment, (ii) the liability of the Company or any of its Subsidiaries
arising from the Release by any other Person of any Contaminant into the
environment, or (iii) any violation of any Environmental, Health or Safety
Requirements of Law which by the Company or any of its Subsidiaries, which, in
any case, has or is reasonably likely to subject the Company to liability
individually or in the aggregate in excess of $5,000,000.

       (O) Guarantor Revocation. Any Guarantor of the Obligations shall
terminate or revoke any of its obligations under the applicable Guaranty or
breach any of the material terms of such Guaranty.

A Default shall be deemed "continuing" until cured or until waived in writing in
accordance with Section 9.2.


                                       83
<PAGE>   94
ARTICLE IX:      ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

       9.1. Termination of Commitments; Acceleration. If any Default described
in Section 8.1(F) or 8.1(G) occurs with respect to the Company, any Subsidiary
Borrower or any Subsidiary Guarantor, the obligations of the Lenders to make
Loans hereunder and the obligation of any Issuing Banks to issue Letters of
Credit hereunder shall automatically terminate and the Obligations shall
immediately become due and payable without any election or action on the part of
the Administrative Agent or any Lender. If any other Default occurs, the
Required Lenders may terminate or suspend the obligations of the Lenders to make
Loans hereunder and the obligation of the Issuing Banks to issue Letters of
Credit hereunder, or declare the 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 Borrowers
expressly waive.

       9.2. Amendments. Subject to the provisions of this Article IX, the
Required Lenders (or the Administrative Agent with the consent in writing of the
Required Lenders) and the Borrowers 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 Borrowers
hereunder or waiving any Default hereunder; provided, however, that no such
supplemental agreement shall, without the consent of each Lender affected
thereby:

               (i) Postpone or extend the Termination Date or any other date
       fixed for any payment of principal of, or interest on, the Loans, the
       Reimbursement Obligations or any fees or other amounts payable to such
       Lender (except with respect to (a) any modifications of the provisions
       relating to amounts, timing or application of prepayments of Loans and
       other Obligations, which modification shall require only the approval of
       the Required Lenders and (b) a waiver of the application of the default
       rate of interest pursuant to Section 2.10 hereof which waiver shall
       require only the approval of the Required Lenders).

               (ii) Reduce the principal Dollar Amount of any Loans or L/C
       Obligations, or reduce the rate or extend the time of payment of interest
       or fees thereon (other than a waiver of the application of the default
       rate of interest pursuant to Section 2.10 hereof).

               (iii) Reduce the percentage specified in the definition of
       Required Lenders or any other percentage of Lenders specified to be the
       applicable percentage in this Agreement to act on specified matters or
       amend the definitions of "Required Lenders" or "Pro Rata Share".

               (iv) Increase the amount of the Commitment, of any Lender
       hereunder, or increase any Lender's Pro Rata Share.

               (v) Permit the Company or, other than pursuant to a transaction
       permitted under the terms of this Agreement, any Subsidiary Borrower to
       assign its rights under this Agreement.


                                       84
<PAGE>   95
               (vi) Other than pursuant to a transaction permitted by the terms
       of this Agreement, release any Guarantor from its obligations under the
       Guaranty.

               (vii) Amend Section 7.2(K), Section 13.2, Section 13.3 or this
Section 9.2.

No amendment of any provision of this Agreement relating to (a) the
Administrative Agent shall be effective without the written consent of the
Administrative Agent, (b) Swing Line Loans shall be effective without the
written consent of the Swing Line Bank and (c) any Issuing Bank shall be
effective without the written consent of such Issuing Bank. The Administrative
Agent may waive payment of the fee required under Section 14.3(B) without
obtaining the consent of any of the Lenders. Notwithstanding anything herein to
the contrary, the Administrative Agent may amend the provisions of Exhibit A
from time to time to take into account the effectiveness of assignments made
pursuant to Section 14.3 or changes in the Commitments pursuant to Section
2.5(B), provided the failure to do so shall not otherwise affect the rights or
obligations of the Lenders or the Borrowers hereunder.

               The Administrative Agent may notify the other parties to this
Agreement of any amendments to this Agreement which the Administrative Agent
reasonably determines to be necessary as a result of the commencement of the
third stage of the European Economic and Monetary Union. Notwithstanding
anything to the contrary contained herein, any amendments so notified shall take
effect in accordance with the terms of the relevant notification.

       9.3. Preservation of Rights. No delay or omission of the Lenders or the
Administrative 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 Loan or the issuance of a Letter of Credit
notwithstanding the existence of a Default or the inability of the Company or
any other Borrower to satisfy the conditions precedent to such Loan or issuance
of such Letter of Credit 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 requisite number of
Lenders required pursuant to Section 9.2, 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
Administrative Agent and the Lenders until all of the Termination Conditions
shall have been satisfied.

                               ARTICLE X:  GUARANTY

       10.1. Guaranty. For valuable consideration, the receipt of which is
hereby acknowledged, and to induce the Lenders to make advances to each Borrower
and to issue and participate in Letters of Credit and Swing Line Loans, the
Company and each Subsidiary Borrower (collectively, the "BORROWER GUARANTORS")
hereby absolutely and unconditionally guarantees prompt payment when due,
whether at stated maturity, upon acceleration or otherwise, and at all times
thereafter, of any and all existing and future Obligations of each Borrower to
the Administrative Agent, the Lenders, the Swing Line Bank, the Issuing Banks,
or


                                       85
<PAGE>   96
any of them, under or with respect to the Loan Documents, whether for principal,
interest, fees, expenses or otherwise (collectively, the "GUARANTEED
OBLIGATIONS").

       10.2.  Waivers; Subordination of Subrogation.

               (i) Each Borrower Guarantor waives notice of the acceptance of
       this guaranty and of the extension or continuation of the Guaranteed
       Obligations or any part thereof. Each Borrower Guarantor further waives
       presentment, protest, notice of notices delivered or demand made on any
       Borrower or action or delinquency in respect of the Guaranteed
       Obligations or any part thereof, including any right to require the
       Administrative Agent and the Lenders to sue any Borrower, any other
       guarantor or any other Person obligated with respect to the Guaranteed
       Obligations or any part thereof; provided, that if at any time any
       payment of any portion of the Guaranteed Obligations is rescinded or must
       otherwise be restored or returned upon the insolvency, bankruptcy or
       reorganization of any of the Borrowers or otherwise, the Borrower
       Guarantor's obligations hereunder with respect to such payment shall be
       reinstated at such time as though such payment had not been made and
       whether or not the Administrative Agent or the Lenders are in possession
       of this guaranty. The Administrative Agent and the Lenders shall have no
       obligation to disclose or discuss with the Company their assessments of
       the financial condition of the Borrowers.

               (ii) Until the Guaranteed Obligations have been indefeasibly paid
       in full in cash, each Borrower Guarantor (i) shall have no right of
       subrogation with respect to such Guaranteed Obligations and (ii) waives
       any right to enforce any remedy which the Administrative Agent now has or
       may hereafter have against any Borrower, any other Guarantor, any
       endorser or any guarantor of all or any part of the Guaranteed
       Obligations or any other Person. Should any Borrower Guarantor have the
       right, notwithstanding the foregoing, to exercise its subrogation rights,
       each Borrower Guarantor hereby expressly and irrevocably (A) subordinates
       any and all rights at law or in equity to subrogation, reimbursement,
       exoneration, contribution, indemnification or set off that such Borrower
       Guarantor may have to the indefeasible payment in full in cash of the
       Guaranteed Obligations and (B) waives any and all defenses available to a
       surety, guarantor or accommodation co-obligor until the Guaranteed
       Obligations are indefeasibly paid in full in cash. Each Borrower
       Guarantor acknowledges and agrees that this subordination is intended to
       benefit the Administrative Agent and shall not limit or otherwise affect
       any Borrower Guarantor liability hereunder or the enforceability of this
       Guaranty, and that the Administrative Agent, the Lenders and their its
       successors and assigns are intended third party beneficiaries of the
       waivers and agreements set forth in this Section 10.2.

       10.3. Guaranty Absolute. This guaranty is a guaranty of payment and not
of collection, is a primary obligation of each Borrower Guarantor and not one of
surety, and the validity and enforceability of this guaranty shall be absolute
and unconditional irrespective of, and shall not be impaired or affected by any
of the following: (a) any extension, modification or renewal of, or indulgence
with respect to, or substitutions for, the Guaranteed Obligations or any part
thereof or any agreement relating thereto at any time; (b) any failure or
omission to enforce any right, power or remedy with respect to the Guaranteed
Obligations or any part thereof or any



                                       86
<PAGE>   97
agreement relating thereto; (c) any waiver of any right, power or remedy with
respect to the Guaranteed Obligations or any part thereof or any agreement
relating thereto; (d) any release, surrender, compromise, settlement, waiver,
subordination or modification, with or without consideration, any other
guaranties with respect to the Guaranteed Obligations or any part thereof, or
any other obligation of any Person with respect to the Guaranteed Obligations or
any part thereof; (e) the enforceability or validity of the Guaranteed
Obligations or any part thereof or the genuineness, enforceability or validity
of any agreement relating thereto; (f) the application of payments received from
any source to the payment of obligations other than the Guaranteed Obligations,
any part thereof or amounts which are not covered by this guaranty even though
the Administrative Agent and the Lenders might lawfully have elected to apply
such payments to any part or all of the Guaranteed Obligations or to amounts
which are not covered by this guaranty; (g) any change in the ownership of any
Borrower or the insolvency, bankruptcy or any other change in the legal status
of any Borrower; (h) the change in or the imposition of any law, decree,
regulation or other governmental act which does or might impair, delay or in any
way affect the validity, enforceability or the payment when due of the
Guaranteed Obligations; (i) the failure of the Company or any other Borrower to
maintain in full force, validity or effect or to obtain or renew when required
all governmental and other approvals, licenses or consents required in
connection with the Guaranteed Obligations or this guaranty, or to take any
other action required in connection with the performance of all obligations
pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of
any claim, setoff or other rights which the Company may have at any time against
any Borrower, or any other Person in connection herewith or an unrelated
transaction; or (k) any other circumstances, whether or not similar to any of
the foregoing, which could constitute a defense to a guarantor; all whether or
not such Borrower Guarantor shall have had notice or knowledge of any act or
omission referred to in the foregoing clauses (a) through (k) of this paragraph.
It is agreed that each Borrower Guarantor's liability hereunder is several and
independent of any other guaranties or other obligations at any time in effect
with respect to the Guaranteed Obligations or any part thereof and that each
Borrower Guarantor's liability hereunder may be enforced regardless of the
existence, validity, enforcement or non-enforcement of any such other guaranties
or other obligations or any provision of any applicable law or regulation
purporting to prohibit payment by any Borrower of the Guaranteed Obligations in
the manner agreed upon between the Borrower and the Administrative Agent and the
Lenders.

       10.4. Acceleration. Each Borrower Guarantor agrees that, as between such
Borrower Guarantor on the one hand, and the Lenders and the Administrative
Agent, on the other hand, the obligations of each Borrower guaranteed under this
Article X may be declared to be forthwith due and payable, or may be deemed
automatically to have been accelerated, as provided in Section 9.1 hereof for
purposes of this Article X, notwithstanding any stay, injunction or other
prohibition (whether in a bankruptcy proceeding affecting such Borrower or
otherwise) preventing such declaration as against such Borrower and that, in the
event of such declaration or automatic acceleration, such obligations (whether
or not due and payable by such Borrower) shall forthwith become due and payable
by each Borrower Guarantor for purposes of this Article X.

       10.5. Marshaling; Reinstatement. None of the Lenders nor the
Administrative Agent nor any Person acting for or on behalf of the Lenders or
the Administrative Agent shall have any


                                       87
<PAGE>   98
obligation to marshal any assets in favor of any Borrower Guarantor or against
or in payment of any or all of the Guaranteed Obligations. If any Borrower
Guarantor or any other guarantor of all or any part of the Guaranteed
Obligations makes a payment or payments to any Lender or the Administrative
Agent, which payment or payments or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to any Borrower Guarantor or any other guarantor or any
other Person, or their respective estates, trustees, receivers or any other
party, including, without limitation, each Borrower Guarantor, under any
bankruptcy law, state or federal law, common law or equitable cause, then, to
the extent of such payment or repayment, the part of the Guaranteed Obligations
which has been paid, reduced or satisfied by such amount shall be reinstated and
continued in full force and effect as of the time immediately preceding such
initial payment, reduction or satisfaction.

       10.6. Termination Date. This guaranty shall continue in effect until the
earlier of (a) the Facility Termination Date, and (b) the date on which this
Agreement has otherwise expired or been terminated in accordance with its terms
and all of the Guaranteed Obligations have been paid in full in cash, subject to
the proviso in Section 10.2.

                     ARTICLE XI:      GENERAL PROVISIONS

       11.1. Survival of Representations. All representations and warranties of
the Borrowers contained in this Agreement shall survive delivery of this
Agreement and the making of the Loans herein contemplated so long as any
principal, accrued interest, fees, or any other amount due and payable under any
Loan Document is outstanding and unpaid (other than contingent reimbursement and
indemnification obligations) and so long as the Commitments have not been
terminated.

       11.2. Governmental Regulation. Anything contained in this Agreement to
the contrary notwithstanding, no Lender shall be obligated to extend credit to
the Company or any other Borrower in violation of any limitation or prohibition
provided by any applicable statute or regulation.

       11.3. Performance of Obligations. The Borrowers agree that the
Administrative Agent may, but shall have no obligation to (i) at any time, pay
or discharge taxes, liens, security interests or other encumbrances levied or
placed on or threatened against any property of any Borrower to the extent any
such Borrower is required by the terms hereof to pay any such amount, but has
not done so and (ii), after the occurrence and during the continuance of a
Default, to make any other payment or perform any act required of the Company or
any other Borrower under any Loan Document or take any other action which the
Administrative Agent in its discretion deems necessary or desirable to protect
or preserve such property of the Company. The Administrative Agent shall use its
reasonable efforts to give the applicable Borrower notice of any action taken
under this Section 11.3 prior to the taking of such action or promptly
thereafter provided the failure to give such notice shall not affect the
applicable Borrower's obligations in respect thereof. The Borrowers agree to pay
the Administrative Agent, upon demand, the principal amount of all funds
advanced by the Administrative Agent under this Section 11.3, together with
interest thereon at the rate from time to time applicable to Floating


                                       88
<PAGE>   99
Rate Loans from the date of such advance until the outstanding principal balance
thereof is paid in full. If any Borrower fails to make payment in respect of any
such advance under this Section 11.3 within one (1) Business Day after the date
the applicable Borrower receives written demand therefor from the Administrative
Agent, the Administrative Agent shall promptly notify each Lender and each
Lender agrees that it shall thereupon make available to the Administrative
Agent, in Dollars in immediately available funds, the amount equal to such
Lender's Pro Rata Share of such advance. If such funds are not made available to
the Administrative Agent by such Lender within one (1) Business Day after the
Administrative Agent's demand therefor, the Administrative Agent will be
entitled to recover any such amount from such Lender together with interest
thereon at the Federal Funds Effective Rate for each day during the period
commencing on the date of such demand and ending on the date such amount is
received. The failure of any Lender to make available to the Administrative
Agent its Pro Rata Share of any such unreimbursed advance under this Section
11.3 shall neither relieve any other Lender of its obligation hereunder to make
available to the Administrative Agent such other Lender's Pro Rata Share of such
advance on the date such payment is to be made nor increase the obligation of
any other Lender to make such payment to the Administrative Agent.

       11.4. 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.

       11.5. Entire Agreement. The Loan Documents and the letter agreement
between the Administrative Agent, the Arranger and the Borrowers dated September
6, 2000 embody the entire agreement and understanding among the Borrowers, the
Administrative Agent and the Lenders and supersede all prior agreements and
understandings among the Borrowers, the Administrative Agent and the Lenders
relating to the subject matter thereof.

       11.6. 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 Lender (except to the extent to which
the Administrative 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 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.

       11.7.  Expenses; Indemnification.

       (A) Expenses. The Borrowers shall reimburse the Administrative Agent and
the Arranger for any reasonable costs, internal charges and out-of-pocket
expenses (including reasonable attorneys' and paralegals' fees and time charges
of attorneys and paralegals for the Administrative Agent, which attorneys and
paralegals may be employees of the Administrative Agent) paid or incurred by the
Administrative Agent or the Arranger in connection with the preparation,
negotiation, execution, delivery, syndication, distribution (including via the
internet), review, amendment, modification, and administration of the Loan
Documents. The Borrowers also agree to reimburse the Administrative Agent and
the Arranger and the Lenders for any costs, internal charges and out-of-pocket
expenses (including attorneys' and paralegals'



                                       89
<PAGE>   100
fees and time charges of attorneys and paralegals for the Administrative Agent
and the Arranger and the Lenders, which attorneys and paralegals may be
employees of the Administrative Agent or the Arranger or the Lenders) paid or
incurred by the Administrative Agent or the Arranger or any Lender in connection
with the collection of the Obligations and enforcement of the Loan Documents. In
addition to expenses set forth above, the Borrowers agree to reimburse the
Administrative Agent, promptly after the Administrative Agent's request
therefor, for each audit, or other business analysis performed by or for the
benefit of the Lenders in connection with this Agreement or the other Loan
Documents in an amount equal to the Administrative Agent's then customary
charges for each person employed to perform such audit or analysis, plus all
costs and expenses (including without limitation, travel expenses) incurred by
the Administrative Agent in the performance of such audit or analysis.
Administrative Agent shall provide the Borrowers with a detailed statement of
all reimbursements requested under this Section 11.7(A).

       (B) Indemnity. The Borrowers further agree to defend, protect, indemnify,
and hold harmless the Administrative Agent, the Arranger and each and all of the
Lenders and each of their respective Affiliates, and each of such Administrative
Agent's, Arranger's, Lender's, or Affiliate's respective officers, directors,
trustees, investment advisors, employees, attorneys and agents (including,
without limitation, those retained in connection with the satisfaction or
attempted satisfaction of any of the conditions set forth in Article V)
(collectively, the "INDEMNITEES") from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, claims,
costs, expenses of any kind or nature whatsoever (including, without limitation,
the fees and disbursements of counsel for such Indemnitees in connection with
any investigative, administrative or judicial proceeding, whether or not any of
such Indemnitees shall be designated a party thereto), imposed on, incurred by,
or asserted against such Indemnitees in any manner relating to or arising out
of:

               (i) this Agreement or any of the other Loan Documents, or any
       act, event or transaction related or attendant thereto or to the making
       of the Loans, and the issuance of and participation in Letters of Credit
       hereunder, the management of such Loans or Letters of Credit, the use or
       intended use of the proceeds of the Loans or Letters of Credit hereunder,
       or any of the other transactions contemplated by the Loan Documents; or

               (ii) any liabilities, obligations, responsibilities, losses,
       damages, personal injury, death, punitive damages, economic damages,
       consequential damages, treble damages, intentional, willful or wanton
       injury, damage or threat to the environment, natural resources or public
       health or welfare, costs and expenses (including, without limitation,
       attorney, expert and consulting fees and costs of investigation,
       feasibility or remedial action studies), fines, penalties and monetary
       sanctions, interest, direct or indirect, known or unknown, absolute or
       contingent, past, present or future relating to violation of any
       Environmental, Health or Safety Requirements of Law arising from or in
       connection with the past, present or future operations of the Company,
       its Subsidiaries or any of their respective predecessors in interest, or,
       the past, present or future environmental, health or safety condition of
       any respective property of the Company or its Subsidiaries, the presence
       of asbestos-containing materials at any respective property of the
       Company or its Subsidiaries or the Release or threatened Release of any
       Contaminant into the environment (collectively, the "INDEMNIFIED
       MATTERS");



                                       90
<PAGE>   101
provided, however, no Borrower shall have any obligation to an Indemnitee
hereunder with respect to Indemnified Matters caused solely by or resulting
solely from the willful misconduct or Gross Negligence of such Indemnitee with
respect to the Loan Documents, as determined by the final non-appealed judgment
of a court of competent jurisdiction. If the undertaking to indemnify, pay and
hold harmless set forth in the preceding sentence may be unenforceable because
it is violative of any law or public policy, the applicable Borrower shall
contribute the maximum portion which it is permitted to pay and satisfy under
applicable law, to the payment and satisfaction of all Indemnified Matters
incurred by the Indemnitees.

       (C) Waiver of Certain Claims; Settlement of Claims. Neither the
Administrative Agent, the Arranger, any Lender nor the Company or any other
Borrower shall be liable under this Agreement or any Loan Document or in respect
of any act, omission or event relating to the transaction contemplated hereby or
thereby, on any theory of liability on any theory of liability seeking
consequential, special, indirect, exemplary or punitive damages. No settlement
shall be entered into by the Company or any of its Subsidiaries with respect to
any claim, litigation, arbitration or other proceeding relating to or arising
out of the transactions evidenced by this Agreement or the other Loan Documents
(whether or not the Administrative Agent or any Lender or any Indemnitee is a
party thereto) unless such settlement releases all Indemnitees from any and all
liability with respect thereto.

       (D) Survival of Agreements. The obligations and agreements of the
Borrowers under this Section 11.7 shall survive the termination of this
Agreement.

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

       11.9. 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. If any changes in generally accepted accounting principles are
hereafter required or permitted and are adopted by the Company or any of its
Subsidiaries with the agreement of its independent certified public accountants
and such changes result in a change in the method of calculation of any of the
financial covenants, tests, restrictions or standards herein or in the related
definitions or terms used therein ("ACCOUNTING CHANGES"), the parties hereto
agree, at the Company's request, to enter into negotiations, in good faith, in
order to amend such provisions in a credit neutral manner so as to reflect
equitably such changes with the desired result that the criteria for evaluating
the Company's and its Subsidiaries' financial condition shall be the same after
such changes as if such changes had not been made; provided, however, until such
provisions are amended in a manner reasonably satisfactory to the Administrative
Agent and the Required Lenders, no Accounting Change shall be given effect in
such calculations and all financial statements and reports required to be
delivered hereunder shall be prepared in accordance with Agreement Accounting
Principles without taking into account such Accounting Changes. In the event
such amendment is entered into, all references in this Agreement to Agreement
Accounting Principles shall mean generally accepted accounting principles as of
the date of such amendment.


                                       91
<PAGE>   102
       11.10. 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.

       11.11. Nonliability of Lenders. The relationship between the Borrowers
and the Lenders and the Administrative Agent shall be solely that of borrower
and lender. Neither the Administrative Agent nor any Lender shall have any
fiduciary responsibilities to the Borrowers. Neither the Administrative Agent
nor any Lender undertakes any responsibility to any Borrower to review or inform
any Borrower of any matter in connection with any phase of the Borrowers'
business or operations.

       11.12. GOVERNING LAW. THE ADMINISTRATIVE AGENT ACCEPTS THIS AGREEMENT, ON
BEHALF OF ITSELF AND THE LENDERS, AT CHICAGO, ILLINOIS BY ACKNOWLEDGING AND
AGREEING TO IT THERE. ANY DISPUTE BETWEEN ANY BORROWER AND THE ADMINISTRATIVE
AGENT, ANY LENDER ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO
THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS AGREEMENT OR
ANY OF THE OTHER LOAN DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY,
OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING
ss.735 ILCS 105/5-1 ET SEQ. BUT OTHERWISE WITHOUT REGARD TO THE CONFLICTS OF
LAWS PROVISIONS) OF THE STATE OF ILLINOIS.

       11.13. CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL.

       (A) EXCLUSIVE JURISDICTION. EXCEPT AS PROVIDED IN CLAUSE (B), EACH OF THE
PARTIES HERETO AGREES THAT ALL DISPUTES AMONG THEM ARISING OUT OF, CONNECTED
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN
CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS WHETHER
ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED EXCLUSIVELY
BY STATE OR FEDERAL COURTS LOCATED IN CHICAGO, ILLINOIS, BUT THE PARTIES HERETO
ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT
LOCATED OUTSIDE OF CHICAGO, ILLINOIS. EACH OF THE PARTIES HERETO WAIVES IN ALL
DISPUTES BROUGHT PURSUANT TO THIS CLAUSE (A) ANY OBJECTION THAT IT MAY HAVE TO
THE LOCATION OF THE COURT CONSIDERING THE DISPUTE.

       (B)    OTHER JURISDICTIONS.  EACH BORROWER AGREES THAT THE
ADMINISTRATIVE AGENT, ANY LENDER SHALL HAVE THE RIGHT TO PROCEED AGAINST EACH
BORROWER OR ITS RESPECTIVE PROPERTY IN A COURT IN ANY LOCATION TO ENABLE SUCH
PERSON TO (1) OBTAIN PERSONAL JURISDICTION OVER ANY BORROWER OR (2) IN ORDER TO
ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF SUCH PERSON.  EACH
BORROWER AGREES




                                       92
<PAGE>   103
THAT IT WILL NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS IN ANY PROCEEDING BROUGHT
BY SUCH PERSON TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH
PERSON. EACH BORROWER WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF
THE COURT IN WHICH SUCH PERSON HAS COMMENCED A PROCEEDING DESCRIBED IN THIS
CLAUSE (B).

       (C) VENUE. EACH BORROWER IRREVOCABLY WAIVES ANY OBJECTION (INCLUDING,
WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON THE GROUNDS
OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF
ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH
IN ANY JURISDICTION SET FORTH ABOVE.

       (D) SERVICE OF PROCESS. EACH BORROWER IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN THE MANNER PROVIDED FOR NOTICES IN ARTICLE XV, AND THE COMPANY AND
EACH BORROWER OR GUARANTOR LOCATED OR ORGANIZED OUTSIDE OF THE STATE OF ILLINOIS
HEREBY IRREVOCABLY APPOINTS THE COMPANY AT THE ADDRESS PROVIDED IN SECTION 15.1,
AS ITS AGENT FOR SERVICE OF PROCESS OUT OF ANY OF THE COURTS REFERRED TO IN
PARAGRAPHS (A) AND (B) ABOVE. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF
ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW.

       (E) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES
ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING
IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED
IN CONNECTION HEREWITH. EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT ANY
SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL
WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A
COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

       (F) ADVICE OF COUNSEL. EACH OF THE PARTIES REPRESENTS TO EACH OTHER PARTY
HERETO THAT IT HAS DISCUSSED THIS AGREEMENT AND, SPECIFICALLY, THE PROVISIONS OF
SECTION 11.7 AND THIS SECTION 11.13, WITH ITS COUNSEL.

       11.14. Other Transactions. Each of the Administrative Agent, the
Arranger, the Lenders, the Swing Line Bank, the Issuing Banks and the Borrowers
acknowledge that the Lenders (or Affiliates of the Lenders) may, from time to
time, effect transactions for their own accounts or


                                       93
<PAGE>   104
the accounts of customers, and hold positions in loans or options on loans of
the Company, the Company's Subsidiaries and other companies that may be the
subject of this credit arrangement and nothing in this Agreement shall impair
the right of any such Person to enter into any such transaction (to the extent
it is not expressly prohibited by the terms of this Agreement) or give any other
Person any claim or right of action hereunder as a result of the existence of
the credit arrangements hereunder, all of which are hereby waived. In addition,
certain Affiliates of one or more of the Lenders are or may be securities firms
and as such may effect, from time to time, transactions for their own accounts
or for the accounts of customers and hold positions in securities or options on
securities of the Company, the Company's Subsidiaries and other companies that
may be the subject of this credit arrangement and nothing in this Agreement
shall impair the right of any such Person to enter into any such transaction (to
the extent it is not expressly prohibited by the terms of this Agreement) or
give any other Person any claim or right of action hereunder as a result of the
existence of the credit arrangements hereunder, all of which are hereby waived.
Each of the Administrative Agent, the Arranger and Arranger, the Lenders, the
Swing Line Bank, the Issuing Banks and the Borrowers acknowledges and consents
to these multiple roles, and further acknowledges that the fact that any such
unit or Affiliate is providing another service or product or proposal therefor
to the Company or any of its Subsidiaries does not mean that such service,
product, or proposal is or will be acceptable to any of the Administrative
Agent, the Arranger and Arranger, the Lenders, the Swing Line Bank or the
Issuing Banks.

       11.15. Subordination of Intercompany Indebtedness. Each Borrower agrees
that any and all claims of such Borrower against the Company or any of its
Subsidiaries that is a Guarantor with respect to any "Intercompany Indebtedness"
(as hereinafter defined), any endorser, obligor or any other guarantor of all or
any part of the Obligations, or against any of its properties shall be
subordinate and subject in right of payment to the prior payment, in full and in
cash, of all Obligations and Hedging Obligations under Hedging Arrangements
entered into with the Lenders or any of their Affiliates ("DESIGNATED HEDGING
AGREEMENTS"); provided that, and not in contravention of the foregoing, so long
as no Default has occurred and is continuing each Borrower may make loans to and
receive payments in the ordinary course with respect to such Intercompany
Indebtedness from each such Guarantor to the extent not prohibited by the terms
of this Agreement and the other Loan Documents. Notwithstanding any right of any
Borrower to ask, demand, sue for, take or receive any payment from any
Guarantor, all rights, liens and security interests of any Borrower, whether now
or hereafter arising and howsoever existing, in any assets of any Guarantor
shall be and are subordinated to the rights of the holders of the Obligations
and the Administrative Agent in those assets. No Borrower shall have any right
to possession of any such asset or to foreclose upon any such asset, whether by
judicial action or otherwise, unless and until all of the Obligations (other
than contingent indemnity obligations) and the Hedging Obligations under
Designated Hedging Agreements shall have been fully paid and satisfied (in cash)
and all financing arrangements pursuant to any Loan Document or Designated
Hedging Agreement have been terminated. If all or any part of the assets of any
Guarantor, or the proceeds thereof, are subject to any distribution, division or
application to the creditors of such Guarantor, whether partial or complete,
voluntary or involuntary, and whether by reason of liquidation, bankruptcy,
arrangement, receivership, assignment for the benefit of creditors or any other
action or proceeding, or if the business of any such Guarantor is dissolved or
if substantially all of the assets of any such Guarantor are sold, then, and in
any such event


                                       94
<PAGE>   105
(such events being herein referred to as an "INSOLVENCY EVENT"), any payment or
distribution of any kind or character, either in cash, securities or other
property, which shall be payable or deliverable upon or with respect to any
indebtedness of any Guarantor to any Borrower ("INTERCOMPANY INDEBTEDNESS")
shall be paid or delivered directly to the Administrative Agent for application
on any of the Obligations and Hedging Obligations under Designated Hedging
Agreements, due or to become due, until such Obligations and Hedging Obligations
(other than contingent indemnity obligations) shall have first been fully paid
and satisfied (in cash). Should any payment, distribution, security or
instrument or proceeds thereof be received by any Borrower upon or with respect
to the Intercompany Indebtedness after an Insolvency Event prior to the
satisfaction of all of the Obligations (other than contingent indemnity
obligations) and Hedging Obligations under Designated Hedging Agreements and the
termination of all financing arrangements pursuant to any Loan Document and or
Designated Hedging Agreements, such Borrower shall receive and hold the same in
trust, as trustee, for the benefit of the holders of the Obligations and such
Hedging Obligations and shall forthwith deliver the same to the Administrative
Agent, for the benefit of such Persons, in precisely the form received (except
for the endorsement or assignment of such Borrower where necessary), for
application to any of the Obligations and such Hedging Obligations, due or not
due, and, until so delivered, the same shall be held in trust by such Borrower
as the property of the holders of the Obligations and such Hedging Obligations.
If any Borrower fails to make any such endorsement or assignment to the
Administrative Agent, the Administrative Agent or any of its officers or
employees are irrevocably authorized to make the same. Each Borrower agrees that
until the Obligations (other than the contingent indemnity obligations) and such
Hedging Obligations have been paid in full (in cash) and satisfied and all
financing arrangements pursuant to any Loan Document or any Designated Hedging
Agreement have been terminated, no Borrower will assign or transfer to any
Person (other than the Administrative Agent) any claim such Borrower has or may
have against any Guarantor.

       11.16. Lender's Not Utilizing Plan Assets. None of the consideration used
by any of the Lenders or Designated Lenders to make its Loans constitutes for
any purpose of ERISA or Section 4975 of the Code assets of any "plan" as defined
in Section 3(3) of ERISA or Section 4975 of the Code and the rights and
interests of each of the Lenders and Designated Lenders in and under the Loan
Documents shall not constitute such "plan assets" under ERISA.

       11.17. Collateral. Each of the Lenders and the Issuing Banks represents
to the Administrative Agent, each of the other Lenders and each of the other
Issuing Banks that it in good faith is not relying upon any "margin stock" (as
defined in Regulation U) as collateral in the extension or maintenance of the
credit provided for in this Agreement.

                 ARTICLE XII:      THE ADMINISTRATIVE AGENT

       12.1. Appointment; Nature of Relationship. Bank One is appointed by the
Lenders as the Administrative Agent hereunder and under each other Loan
Document, and each of the Lenders irrevocably authorizes the Administrative
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
Administrative Agent agrees to act as such contractual representative upon the





                                       95
<PAGE>   106
express conditions contained in this Article XII. In its capacity as the
Lenders' contractual representative, the Administrative Agent 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 agrees to assert no claim against the Administrative Agent on any agency
theory or any other theory of liability for breach of fiduciary duty.

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

       12.3. General Immunity. Neither the Administrative Agent nor any of its
directors, officers, agents or employees shall be liable to the Borrowers, 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 found in a final
judgment by a court of competent jurisdiction to have arisen solely from the
Gross Negligence or willful misconduct of such Person.

       12.4. No Responsibility for Loans, Creditworthiness, Recitals, Etc.
Neither the Administrative Agent nor any of its directors, officers, agents or
employees shall be responsible for or have any duty to ascertain, inquire into,
or verify (i) any statement, warranty or representation made in connection with
any Loan Document or any borrowing hereunder; (ii) the performance or observance
of any of the covenants or agreements of any obligor under any Loan Document;
(iii) the satisfaction of any condition specified in Article V, except receipt
of items required to be delivered solely to the Administrative Agent; (iv) the
existence or possible existence of any Default or (v) the validity,
effectiveness or genuineness of any Loan Document or any other instrument or
writing furnished in connection therewith. The Administrative Agent shall not be
responsible to any Lender for any recitals, statements, representations or
warranties herein or in any of the other Loan Documents or for the execution,
effectiveness, genuineness, validity, legality, enforceability, collectibility,
or sufficiency of this Agreement or any of the other Loan Documents or the
transactions contemplated thereby, or for the financial condition of any
guarantor of any or all of the Obligations, the Company or any of its
Subsidiaries.

       12.5. Action on Instructions of Lenders. The Administrative 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 all of the Lenders in the event
that and to the extent that this Agreement expressly requires such), and such
instructions and any action taken or failure to act pursuant thereto shall be
binding on all of the Lenders and on all owners of Loans. The Administrative
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.




                                       96
<PAGE>   107

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

       12.7.  Reliance on Documents; Counsel. The Administrative Agent shall be
entitled to rely upon any 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 Administrative
Agent, which counsel may be employees of the Administrative Agent.

       12.8.  The Administrative Agent's Reimbursement and Indemnification. The
Lenders agree to reimburse and indemnify the Administrative Agent (i) for any
amounts not reimbursed by any Borrower for which the Administrative Agent is
entitled to reimbursement by any Borrower under the Loan Documents, (ii) for any
other expenses incurred by the Administrative Agent in connection with the
preparation, execution, delivery, administration and enforcement of the Loan
Documents 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 Administrative 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, or the enforcement of any of the terms
thereof or of any such other documents, provided that 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 arisen
solely from the Gross Negligence or willful misconduct of the Administrative
Agent.

       12.9.  Rights as a Lender. With respect to its Commitment, Loans made by
it, and Letters of Credit issued by it, the Administrative Agent shall have the
same rights and powers hereunder and under any other Loan Document as any Lender
or Issuing Bank and may exercise the same as though it were not the
Administrative Agent, and the term "Lender" or "Lenders", "Issuing Bank" or
"Issuing Banks" shall, unless the context otherwise indicates, include the
Administrative Agent in its individual capacity. The Administrative Agent 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 Company or any of its
Subsidiaries in which such Person is not prohibited hereby from engaging with
any other Person.

       12.10. Lender Credit Decision.  Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent, the Arranger
or any other Lender and based on the financial statements prepared by the
Company 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,

                                       97

<PAGE>   108


independently and without reliance upon the Administrative 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.

       12.11. Successor Administrative Agent. The Administrative Agent may
resign at any time by giving written notice thereof to the Lenders and the
Company. Upon any such resignation, the Required Lenders shall have the right to
appoint, on behalf of the Borrowers and the Lenders, a successor Administrative
Agent. If no successor Administrative Agent shall have been so appointed by the
Required Lenders and shall have accepted such appointment within thirty days
after the retiring Administrative Agent's giving notice of resignation, then the
retiring Administrative Agent may appoint, on behalf of the Borrowers and the
Lenders, a successor Administrative Agent. Notwithstanding anything herein to
the contrary, so long as no Default has occurred and is continuing, each such
successor Administrative Agent shall be subject to approval by the Company,
which approval shall not be unreasonably withheld or delayed. Such successor
Administrative Agent shall be a commercial bank having capital and retained
earnings of at least $500,000,000. Upon the acceptance of any appointment as the
Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder and under the other Loan Documents. After any retiring
Administrative Agent's resignation hereunder as Administrative Agent, the
provisions of this Article XII shall continue in effect for its benefit in
respect of any actions taken or omitted to be taken by it while it was acting as
the Administrative Agent hereunder and under the other Loan Documents.

       12.12. Documentation Agent, Syndication Agent, and Arranger. Neither the
Documentation Agent, the Syndication Agent nor the Arranger shall have any
right, power, obligation, liability, responsibility or duty under this Agreement
other than those applicable to all Lenders as such. Without limiting the
foregoing, none of such Lenders shall have or be deemed to have a fiduciary
relationship with any Lender. Each Lender hereby makes the same acknowledgments
with respect to such Lenders as it makes with respect to the Administrative
Agent in Section 12.10.

                 ARTICLE XIII:     SETOFF; RATABLE PAYMENTS

       13.1.  Setoff. In addition to, and without limitation of, any rights of
the Lenders under applicable law, if any Default occurs and is continuing, any
Indebtedness from any Lender to the Company or any other Borrower (including all
account balances, whether provisional or final and whether or not collected or
available) 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.

       13.2.  Ratable Payments.  If any Lender, whether by setoff or otherwise,
has payment made to it upon its Loans (other than payments received pursuant to
Sections 4.1, 4.2 or 4.4) in a



                                       98

<PAGE>   109

greater proportion than that received by any other Lender, such Lender agrees,
promptly upon demand, to purchase a portion of the Loans held by the other
Lenders so that after such purchase each Lender will hold its ratable proportion
of Loans. In case any such payment is disturbed by legal process, or otherwise,
appropriate further adjustments shall be made.

       13.3.  Application of Payments. The Administrative Agent shall, unless
otherwise specified at the direction of the Required Lenders which direction
shall be consistent with the last two sentences of this Section 13.3, apply all
payments and prepayments in respect of any Obligations in the following order:

              (i)     first, to pay interest on and then principal of any
       portion of the Loans which the Administrative Agent may have advanced on
       behalf of any Lender for which the Administrative Agent has not then been
       reimbursed by such Lender or the applicable Borrower;

               (ii)   second, to pay interest on and then principal of any
       advance made under Section 11.3 for which the Administrative Agent has
       not then been paid by the applicable Borrower or reimbursed by the
       Lenders;

               (iii)  third, to the ratable payment of the Obligations in
       respect of any fees, expenses, reimbursements or indemnities then due to
       the Administrative Agent or the Arranger;

               (iv)   fourth, to pay Obligations in respect of any fees,
       expenses, reimbursements or indemnities then due to the Lenders and the
       issuer(s) of Letters of Credit;

               (v)    fifth, to pay interest due in respect of Swing Line Loans;

               (vi)   sixth, to pay interest due in respect of Loans (other than
       Swing Line Loans) and L/C Obligations;

               (vii)  seventh, to the ratable payment or prepayment of principal
       outstanding on Swing Line Loans;

               (viii) eighth, to the ratable payment or prepayment of principal
       outstanding on Loans (other than Swing Line Loans) and Reimbursement
       Obligations; and

               (ix)   ninth, to the ratable payment of all other Obligations.

Unless otherwise designated (which designation shall only be applicable prior to
the occurrence of a Default) by the Company, all principal payments in respect
of Loans (other than Swing Line Loans) shall be applied first, to repay
outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate
Loans with those Eurodollar Rate Loans which have earlier expiring Interest
Periods being repaid prior to those which have later expiring Interest Periods.
The order of priority set forth in this Section 13.3 and the related provisions
of this Agreement are set forth solely to determine the rights and priorities of
the Administrative Agent, the Lenders, the Swing

                                       99

<PAGE>   110



Line Bank and the issuer(s) of Letters of Credit as among themselves. The order
of priority set forth in clauses (iv) through (ix) of this Section 13.3 may at
any time and from time to time be changed by the Required Lenders without
necessity of notice to or consent of or approval by any Borrower, or any other
Person; provided, that the order of priority of payments in respect of Swing
Line Loans may be changed only with the prior written consent of the Swing Line
Bank. The order of priority set forth in clauses (i) through (iii) of this
Section 13.3 may be changed only with the prior written consent of the
Administrative Agent, and, in the case of clause (iii), with the prior written
consent of the Arranger.

       13.4.  Relations Among Lenders.

       (A)    No Action Without Consent. Except with respect to the exercise of
set-off rights of any Lender in accordance with Section 12.1, the proceeds of
which are applied in accordance with this Agreement, and each Lender agrees that
it will not take any action, nor institute any actions or proceedings, against
the Borrowers or any other obligor hereunder or with respect to any Loan
Document, without the prior written consent of the Required Lenders or, as may
be provided in this Agreement or the other Loan Documents, at the direction of
the Administrative Agent.

       (B)    Not Partners; No Liability. The Lenders are not partners or
co-venturers, and no Lender shall be liable for the acts or omissions of, or
(except as otherwise set forth herein in case of the Administrative Agent)
authorized to act for, any other Lender. The Administrative Agent shall have the
exclusive right on behalf of the Lenders to enforce on the payment of the
principal of and interest on any Loan after the date such principal or interest
has become due and payable pursuant to the terms of this Agreement.

ARTICLE XIV:     BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

       14.1.  Successors and Assigns. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrowers and
the Lenders and their respective successors and assigns, except that (A) other
than in connection with a transaction involving a Subsidiary Borrower which is
permitted pursuant to the terms of this Agreement, no Borrower shall have any
right to assign its rights or obligations under the Loan Documents without the
consent of all of the Lenders, and any such assignment in violation of this
Section 14.1(A) shall be null and void, and (B) any assignment by any Lender
must be made in compliance with Section 14.3 hereof. The parties to this
Agreement acknowledge that clause (B) of this Section 14.1 relates only to
absolute assignments and does not prohibit assignments creating security
interests, including, without limitation, (x) any pledge or assignment by any
Lender of all or any portion of its rights under this Agreement and any Note to
a Federal Reserve Bank or (y) in the case of a Lender which is a fund, any
pledge or assignment of all or any portion of its rights under this Agreement
and any Note to its trustee in support of its obligations to its trustee;
provided, however, that no such pledge or assignment creating a security
interest shall release the transferor Lender from its obligations hereunder
unless and until the parties thereto have complied with the provisions of
Section 14.3. The Administrative Agent may treat each Lender as the owner of the
Loans made by such Lender hereunder for all purposes hereof unless and



                                      100

<PAGE>   111

until such Lender complies with Section 14.3 hereof 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 Administrative Agent. Any assignee or transferee of a Loan,
Commitment, L/C Interest or any other interest of a Lender under the Loan
Documents agrees by acceptance thereof 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 any Loan, shall be conclusive and binding on any
subsequent owner, transferee or assignee of such Loan.

       14.2.  Participations.

       (A) Permitted Participants; Effect. Subject to the terms set forth in
this Section 14.2, 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 Loan owing to such
Lender, the Commitment of such Lender, any L/C Interest of such Lender or any
other interest of such Lender under the Loan Documents on a pro rata or non-pro
rata basis. Notice of such participation to the Company and the Administrative
Agent shall be required prior to any participation becoming effective with
respect to a Participant which is not a Lender, Designated Lender or an
Affiliate thereof. Upon receiving said notice, the Administrative Agent shall
record the participation in the Register it maintains. Moreover, notwithstanding
such recordation, such participation shall not be considered an assignment under
Section 14.3 of this Agreement and such Participant shall not be considered a
Lender. 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 all Loans made by it for all purposes under the Loan Documents, all
amounts payable by the applicable Borrower under this Agreement shall be
determined as if such Lender had not sold such participating interests, and the
applicable Borrower and the Administrative Agent shall continue to deal solely
and directly with such Lender in connection with such Lender's rights and
obligations under the Loan Documents except that, for purposes of Article IV
hereof, the Participants shall be entitled to the same rights as if they were
Lenders.

       (B) 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 the Loan Documents other than any amendment, modification or
waiver which, if the Participant were a Lender hereunder, would require the
consent of such Participant pursuant to the terms of Section 9.2.

       (C) Benefit of Setoff. The Borrowers agree that each Participant shall be
deemed to have the right of setoff provided in Section 13.1 hereof in respect to
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 13.1 hereof with respect to the amount of
participating interests sold to each Participant except to the extent such
Participant exercises its right of setoff. The Lenders agree to share with each
Participant, and each Participant, by exercising the right of setoff provided in
Section 13.1 hereof, agrees to share with each Lender,



                                      101

<PAGE>   112

any amount received pursuant to the exercise of its right of setoff, such
amounts to be shared in accordance with Section 13.2 as if each Participant were
a Lender.

       14.3.  Assignments.

       (A) Permitted Assignments. Any Lender (each such assigning Lender under
this Section 14.3 being a "SELLER") may, in accordance with applicable law, at
any time assign to one or more banks or other entities ("PURCHASERS") all or a
portion of its rights and obligations under this Agreement (including, without
limitation, its Commitment, Loans owing to it, its participation interests in
existing Letters of Credit and Swing Line Loans, and its obligation to
participate in additional Letters of Credit and Swing Line Loans) in accordance
with the provisions of this Section 14.3. Each assignment shall be of a
constant, and not a varying, ratable percentage of all of the Seller's rights
and obligations under this Agreement. Such assignment shall be substantially in
the form of Exhibit D hereto and shall not be permitted hereunder unless such
assignment is either for all of such Seller's rights and obligations under the
Loan Documents or, without the prior written consent of the Administrative
Agent, involves loans and commitments in an aggregate amount of at least Five
Million and 00/100 Dollars ($5,000,000) (which minimum amount shall not apply to
any assignment between Lenders, or to an Affiliate of any Lender). The written
consent of the Administrative Agent, and, prior to the occurrence of a Default,
the Company (which consent, in each such case, shall not be unreasonably
withheld or delayed), shall be required prior to an assignment becoming
effective with respect to a Purchaser which is not a Lender or an Affiliate of
such assigning Lender.

       (B) Effect; Effective Date. Upon (i) delivery to the Administrative Agent
of a notice of assignment, substantially in the form attached as Appendix I to
Exhibit D hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required
by Section 14.3(A) hereof, (ii) payment of a Four Thousand and 00/100 Dollar
($4,000) fee by the assignor to the Administrative Agent for processing such
assignment, which fee shall not apply to any assignment from a Lender to an
Affiliate of such Lender, and (iii) the completion of the recording requirements
in Section 14.3(C), such assignment shall become effective on the later of such
date when the requirements in clauses (i), (ii), and (iii) are met or the
effective date specified in such Notice of Assignment. The Notice of Assignment
shall contain a representation by the Purchaser to the effect that none of the
consideration used to make the purchase of the Commitment, Loans and L/C
Obligations under the applicable assignment agreement are "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, if not already a Lender,
shall for all purposes be a Lender party to this Agreement and any other Loan
Documents executed by 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 any Borrower, the
Lenders or the Administrative Agent shall be required to release the Seller with
respect to the percentage of the Aggregate Commitment, Loans and Letter of
Credit and Swing Line Loan participations assigned to such Purchaser. Upon the
consummation of any assignment to a Purchaser pursuant to this Section 14.3(B),
the Seller, the Administrative Agent and the Borrowers shall make appropriate
arrangements so that, to the extent notes have been issued to evidence any of
the transferred Loans, replacement notes are issued to such Seller and new notes
or, as appropriate, replacement notes, are issued to such


                                      102

<PAGE>   113


Purchaser, in each case in principal amounts reflecting their Commitments, as
adjusted pursuant to such assignment. Notwithstanding anything to the contrary
herein, no Borrower shall, at any time, be obligated to pay under Section
2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in
excess of the sum which such Borrower would have been obligated to pay in
respect of such transferred Loan to the Lender that was the Seller, assignor or
transferor had such assignment or transfer not been effected.

       (C) The Register. Notwithstanding anything to the contrary in this
Agreement, each Borrower hereby designates the Administrative Agent, and the
Administrative Agent, hereby accepts such designation, to serve as such
Borrower's contractual representative solely for purposes of this Section
14.3(C). In this connection, the Administrative Agent shall maintain at its
address referred to in Section 15.1 a copy of each assignment delivered to and
accepted by it pursuant to this Section 14.3 and a register (the "REGISTER") for
the recordation of the names and addresses of the Lenders and the Commitment of,
principal amount of and interest on the Loans owing to, each Lender from time to
time and whether such Lender is an original Lender or the assignee of another
Lender pursuant to an assignment under this Section 14.3. The entries in the
Register shall be conclusive and binding for all purposes, absent manifest
error, and the Company and each of its Subsidiaries, the Administrative Agent
and the Lenders may treat each Person whose name is recorded in the Register as
a Lender hereunder for all purposes of this Agreement. The Register shall be
available for inspection by any Borrower or any Lender at any reasonable time
and from time to time upon reasonable prior notice.

       (D)     Designated Lender.

               (i) Subject to the terms and conditions set forth in this Section
       14.3(D), any Lender may from time to time elect to designate an Eligible
       Designee to provide all or any part of the Loans to be made by such
       Lender pursuant to this Agreement; provided that the designation of an
       Eligible Designee by any Lender for purposes of this Section 14.3(D)
       shall be subject to the approval of the Administrative Agent (which
       consent shall not be unreasonably withheld or delayed). Upon the
       execution by the parties to each such designation of an agreement in the
       form of Exhibit L hereto (a "DESIGNATION AGREEMENT") and the acceptance
       thereof by the Administrative Agent, the Eligible Designee shall become a
       Designated Lender for purposes of this Agreement. The Designating Lender
       shall thereafter have the right to permit the Designated Lender to
       provide all or a portion of the Loans to be made by the Designating
       Lender pursuant to the terms of this Agreement and the making of the
       Loans or portion thereof shall satisfy the obligations of the Designating
       Lender to the same extent, and as if, such Loan was made by the
       Designating Lender. As to any Loan made by it, each Designated Lender
       shall have all the rights a Lender making such Loan would have under this
       Agreement and otherwise; provided, (x) that all voting rights under this
       Agreement shall be exercised solely by the Designating Lender, (y) each
       Designating Lender shall remain solely responsible to the other parties
       hereto for its obligations under this Agreement, including the
       obligations of a Lender in respect of Loans made by its Designated Lender
       and (z) no Designated Lender shall be entitled to reimbursement under
       Article IV hereof for any amount which would exceed the amount that would
       have been payable by the Borrowers to the Lender from which the
       Designated Lender obtained any interests hereunder. No


                                      103

<PAGE>   114



       additional Notes shall be required with respect to Loans provided by a
       Designated Lender; provided, however, to the extent any Designated Lender
       shall advance funds, the Designating Lender shall be deemed to hold the
       Notes in its possession as an agent for such Designated Lender to the
       extent of the Loan funded by such Designated Lender. Such Designating
       Lender shall act as administrative agent for its Designated Lender and
       give and receive notices and communications hereunder. Any payments for
       the account of any Designated Lender shall be paid to its Designating
       Lender as administrative agent for such Designated Lender and neither the
       Borrowers nor the Administrative Agent shall be responsible for any
       Designating Lender's application of such payments. In addition, any
       Designated Lender may (1) with notice to, but without the consent of the
       Borrowers or the Administrative Agent, assign all or portions of its
       interests in any Loans to its Designating Lender or to any financial
       institution consented to by the Administrative Agent providing liquidity
       and/or credit facilities to or for the account of such Designated Lender
       and (2) subject to advising any such Person that such information is to
       be treated as confidential in accordance with such Person's customary
       practices for dealing with confidential, non-public information, disclose
       on a confidential basis any non-public information relating to its Loans
       to any rating agency, commercial paper dealer or provider of any
       guarantee, surety or credit or liquidity enhancement to such Designated
       Lender.

               (ii) Each party to this Agreement hereby agrees that it shall not
       institute against, or join any other Person in instituting against any
       Designated Lender any bankruptcy, reorganization, arrangements,
       insolvency or liquidation proceeding or other proceedings under any
       federal or state bankruptcy or similar law for one year and a day after
       the payment in full of all outstanding senior indebtedness of any
       Designated Lender; provided that the Designating Lender for each
       Designated Lender hereby agrees to indemnify, save and hold harmless each
       other party hereto for any loss, cost, damage and expense arising out of
       their inability to institute any such proceeding against such Designated
       Lender. This Section 14.3(D)(ii) shall survive the termination of this
       Agreement.

       14.4. Confidentiality. Subject to Section 14.5, the Administrative Agent
and the Lenders and their respective representatives, consultants and advisors
shall hold all nonpublic information obtained pursuant to the requirements of
this Agreement and identified as such by the Company or any other Borrower in
accordance with such Person's customary procedures for handling confidential
information of this nature and in accordance with safe and sound commercial
lending or investment practices and in any event may make disclosure reasonably
required by a prospective Transferee in connection with the contemplated
participation or assignment or as required or requested by any Governmental
Authority or any securities exchange or similar self-regulatory organization or
representative thereof or pursuant to a regulatory examination or legal process,
or to any direct or indirect contractual counterparty in swap agreements or such
contractual counterparty's professional advisor, and shall (x) use its
commercially reasonable efforts to give prior notice of any such disclosure to
the extent permitted by applicable law, and (y) require any such Transferee to
agree (and require any of its Transferees to agree) to comply with this Section
14.4. In no event shall the Administrative Agent or any Lender be obligated or
required to return any materials furnished by the Company;


                                      104

<PAGE>   115

provided, however, each prospective Transferee shall be required to agree that
if it does not become a participant or assignee it shall return all materials
furnished to it by or on behalf of the Company in connection with this
Agreement.

       14.5. Dissemination of Information. Each 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 Borrowers and its Subsidiaries; provided that prior to any such
disclosure, such prospective Transferee shall agree to preserve in accordance
with Section 14.4 the confidentiality of any confidential information described
therein.

                             ARTICLE XV:      NOTICES

       15.1. Giving Notice. Except as otherwise permitted by Section 2.13 with
respect to Borrowing/Election Notices, all notices and other communications
provided to any party hereto under this Agreement or any other Loan Documents
shall be in writing or by telex or by facsimile and addressed or delivered to
such party at its address set forth below its signature hereto or at such other
address as may be designated by such party in a notice to the other parties. Any
notice, if mailed and properly addressed with postage prepaid, shall be deemed
given three (3) Business Days after mailed; any notice, if transmitted by telex
or facsimile, shall be deemed given when transmitted (answerback confirmed in
the case of telexes); or any notice, if transmitted by courier, one (1) Business
Day after deposit with a reputable overnight carrier service, with all charges
paid.

       15.2.  Change of Address.  The Borrowers, the Administrative 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 XVI:     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 Company, the
Administrative Agent and the Lenders and each party has notified the
Administrative Agent by telex or telephone, that it has taken such action.

                    [Remainder of This Page Intentionally Blank]



                                      105

<PAGE>   116


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

                                        CHICAGO BRIDGE & IRON COMPANY N.V.,
                                        as the Company
                                        By:  CHICAGO BRIDGE & IRON COMPANY
                                        B.V.
                                        Its:  Managing Director

                                        By:    /s/ Gerald M. Glenn
                                           ------------------------------------
                                           Name:   Gerald M. Glenn
                                           Title:  Managing Director

                                        Address:
                                        c/o Chicago Bridge & Iron Company
                                        1501 N. Division Street
                                        Plainfield, Illinois  60544-8984
                                        Attention: Timothy J. Wiggins,
                                        Vice President & CFO
                                        Telephone No.: (815) 439-6000
                                        Facsimile No.: (815) 439-4050

                                        CB&I CONSTRUCTORS, INC., as a Subsidiary
                                        Borrower



                                        By:    /s/ Timothy J. P. Moran
                                           -------------------------------------
                                           Name:   Timothy J. P. Moran
                                           Title:  Treasurer

                                        Address:
                                        c/o Chicago Bridge & Iron Company
                                        1501 N. Division Street
                                        Plainfield, Illinois  60544-8984
                                        Attention: Timothy J. Wiggins,
                                        Vice President & CFO
                                        Telephone No.: (815) 439-6000
                                        Facsimile No.: (815) 439-4050


<PAGE>   117




                                        CBI SERVICES, INC., as a Subsidiary
                                        Borrower



                                        By:    /s/ Dennis C. Planic
                                           -------------------------------------
                                           Name:   Dennis C. Planic
                                           Title:  Treasurer


                                        Address:
                                        c/o Chicago Bridge & Iron Company
                                        1501 N. Division Street
                                        Plainfield, Illinois  60544-8984
                                        Attention: Timothy J. Wiggins, Vice
                                        President & CFO
                                        Telephone No.: (815) 439-6000
                                        Facsimile No.: (815) 439-4050


                                        CHICAGO BRIDGE & IRON COMPANY
                                        (DELAWARE), as a Subsidiary Borrower

                                        By:    /s/ Timothy J. P. Moran
                                           -------------------------------------
                                           Name:   Timothy J. P. Moran
                                           Title:  Treasurer

                                        Address:
                                        c/o Chicago Bridge & Iron Company
                                        1501 N. Division Street
                                        Plainfield, Illinois  60544-8984
                                        Attention: Timothy J. Wiggins,
                                        Vice President & CFO
                                        Telephone No.: (815) 439-6000
                                        Facsimile No.: (815) 439-4050

<PAGE>   118





                                    CB&I TYLER COMPANY, as a Subsidiary Borrower



                                    By:     /s/ Timothy J. P. Moran
                                        ----------------------------------------
                                        Name:   Timothy J. P. Moran
                                        Title:  Treasurer

                                    Address:
                                    c/o Chicago Bridge & Iron Company
                                    1501 N. Division Street
                                    Plainfield, Illinois  60544-8984
                                    Attention: Timothy J. Wiggins,
                                    Vice President & CFO
                                    Telephone No.: (815) 439-6000
                                    Facsimile No.: (815) 439-4050

<PAGE>   119


                        BANK ONE, NA (HAVING ITS PRINCIPAL OFFICE IN
                        CHICAGO, ILLINOIS), as Administrative Agent and as
                        a Lender

                        By:    /s/ Richard T. Bedell
                           -------------------------------------------
                           Name:   Richard T. Bedell
                           Title:  Vice President

                        Notice Address:
                        One Bank One Plaza
                        Chicago, Illinois  60670
                        Attention:  Richard Bedell
                        Telephone:  (312) 732-2413
                        Facsimile:  (312)732-111

                        Lending Installation Address:
                        One Bank One Plaza
                        Chicago, Illinois  60670



<PAGE>   120


                        BANK OF AMERICA, N.A., as Syndication
                        Agent and as a Lender

                        By:    /s/ Charles F. Lilygren
                           -----------------------------------
                           Name:   Charles F. Lilygren
                           Title:  Managing Director

                        Notice Address:
                        Bank of America, N.A.
                        CA9-706-11-07
                        555 South Flower Street
                        Los Angeles, CA  90071
                        Attention:   Charles F. Lilygren
                        Telephone:   213) 228-2636
                        Facsimile:   (213) 623-1959

                        Lending Installation Address:
                        Bank of America, N.A.
                        CA9-706-11-07
                        555 South Flower Street
                        Los Angeles, CA  90071



<PAGE>   121



                        HARRIS TRUST AND SAVINGS BANK, as
                        Documentation Agent and as a Lender

                        By:    /s/ Shahrokh Z. Shah
                           ---------------------------------------
                           Name:   Shahrokh Z. Shah
                           Title:  Managing Director

                        Notice Address:
                        111 W. Monroe Street
                        5th Floor West
                        Chicago, Illinois  60603
                        Attention: P. Schroeder
                        Telephone:  (312) 461-2103
                        Facsimile:  (312)765-8105

                        Lending Installation Address:
                        111 W. Monroe Street
                        5th Floor West
                        Chicago, Illinois  60603


<PAGE>   122

                        ABN AMRO BANK N.V., as a Lender



                        By:     /s/ Thomas Comfort
                            --------------------------------------
                            Name:   Thomas Comfort
                            Title:  Senior Vice President

                        By:     /s/ Thomas M. Toerpe
                            --------------------------------------
                            Name:   Thomas M. Toerpe
                            Title:  Group Vice President

                        Notice Address:
                        135 S. LaSalle Street
                        Chicago, Illinois  60603
                        Attention:  Thomas Comfort
                        Telephone:  (312) 904-6587
                        Facsimile:  (312) 606-8425

                        Lending Installation Address:
                        135 S. LaSalle Street
                        Chicago, Illinois  60603




<PAGE>   123

                        THE CHASE MANHATTAN BANK, as a Lender

                        By:     /s/ Kevin T. Murphy
                            -------------------------------
                            Name:   Kevin T. Murphy
                            Title:  Vice President

                        Notice Address:
                        The Chase Manhattan Bank
                        52 Broadway - 6th Floor
                        New York, NY  10004
                        Attention:    Kevin T. Murphy
                        Telephone:   (212) 701-4091
                        Facsimile:   (212) 701-4110

                        Lending Installation Address:
                        The Chase Manhattan Bank
                        52 Broadway - 6th Floor
                        New York, NY  10004




<PAGE>   124
                               EXHIBIT A

                                  TO

                           CREDIT AGREEMENT


                              COMMITMENTS



Name of Lender                              Commitment
--------------                              ----------

Bank One, NA                               $ 50,000,000
--------------------------------------------------------
Bank of America, N.A.                      $ 40,000,000
--------------------------------------------------------
Harris Trust and Savings Bank              $ 40,000,000
--------------------------------------------------------
ABN AMRO Bank N.V.                         $ 40,000,000
--------------------------------------------------------
The Chase Manhattan Bank                   $ 30,000,000
--------------------------------------------------------
TOTAL                                      $200,000,000
--------------------------------------------------------




<PAGE>   125
                               EXHIBIT B

                                  TO

                           CREDIT AGREEMENT


                   FORM OF BORROWING/ELECTION NOTICE

TO:      Bank One, NA (having its principal office in Chicago, IL), as
         contractual representative (the "Administrative Agent") under that
         certain Credit Agreement dated as of December 1, 2000 by and among
         Chicago Bridge & Iron Company N.V., the Subsidiary Borrowers from time
         to time parties thereto, the financial institutions from time to time
         parties thereto as lenders (the "Lenders") and the Administrative Agent
         (as the same may be amended, restated, supplemented or otherwise
         modified from time to time, the "Credit Agreement").

         The undersigned Borrower hereby gives to the Administrative Agent [and
the Swing Line Bank] a [Borrowing/Election Notice pursuant to Section 2.2] [a
Borrowing/Election Notice pursuant to Section 2.7] [Borrowing/Election Notice
pursuant to Section 2.9(D)] of the Credit Agreement, and such Borrower hereby
requests to [borrow] [convert] [continue] on ____ __,____ (the "Borrowing Date")
from the Lenders on a pro rata basis an aggregate principal amount of:

         (a)  [US $_______________]  in Revolving Loans as a

         [ ]  Floating Rate Advance

         [ ]  Eurodollar Rate Advance

               -    Applicable Interest Period of _________ month(s).

         (b)   $_______________ in Swing Line Loans as a Floating Rate Advance.

         The undersigned hereby certifies to the Administrative Agent and the
Lenders that (i) the representations and warranties of the undersigned contained
in Article VI of the Credit Agreement are and shall be true and correct on and
as of the date hereof and on and as of the Borrowing Date (unless such
representation and warranty is made as of a specified date, in which case, such
representation and warranty shall be true and correct as of such date) except
for changes in the Schedules to the Credit Agreement affecting transactions
permitted by or not in violation of the Credit Agreement; (ii) no Default or
Unmatured Default has occurred and is continuing on the date hereof or on the
Borrowing Date or will result from the making of the proposed Advance; and (iii)
the conditions set forth in Sections 5.2 and 5.3, as applicable, of the Credit
Agreement have been satisfied.



<PAGE>   126
         Unless otherwise defined herein, terms defined in the Credit Agreement
shall have the same meanings in this Borrowing/Election Notice.

         Dated                               ,
               ----------------------- ------

                                [CHICAGO BRIDGE & IRON COMPANY N.V.]
                                [SUBSIDIARY BORROWER]

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





                                  2
<PAGE>   127
                               EXHIBIT C

                                  TO

                           CREDIT AGREEMENT


                 FORM OF REQUEST FOR LETTER OF CREDIT

TO:  __________________________ (1), an Issuing Bank under that certain
     Credit Agreement dated as of December 1, 2000 by and among Chicago
     Bridge & Iron Company N.V., the Subsidiary Borrowers from time to time
     parties thereto, the financial institutions from time to time parties
     thereto as lenders (the "Lenders") and Bank One, NA (having its
     principal office in Chicago, IL), as contractual representative for
     itself and the other Lenders (the "Administrative Agent") (as the same
     may be amended, restated, supplemented or otherwise modified from time
     to time, the "Credit Agreement") and

BANK ONE, NA, as Administrative Agent
1 Bank One Plaza
Chicago, IL 60670
Attn: Richard Bedell
Telecopier:  (312) 732-1117
Confirmation:  (312) 732-2413

     Pursuant to Section 3.4 of the Credit Agreement, the undersigned Borrower
hereby gives to the Issuing Bank a request for issuance of a
[Standby][Performance]Letter of Credit on behalf of such Borrower for the
benefit of _______________________ (2), in the amount of [US
$__________][___________ in the following Agreed Currency: _______________],
with an effective date of __________, ____ (the "Effective Date") and an expiry
date of __________, _____.

     The undersigned hereby certifies that (i) the representations and
warranties of the undersigned contained in Article VI of the Credit Agreement
are and shall be true and correct on and as of the date hereof and on and as of
the Effective Date (unless such representation and warranty is made as of a
specified date, in which case, such representation and warranty shall be true
and correct as of such date) except for changes in the Schedules to the Credit
Agreement affecting transactions permitted by or not in violation of the Credit
Agreement; (ii) no Default or Unmatured Default has occurred and is continuing
on the date hereof or on the Effective Date or will result from the issuance of
the proposed Letter of Credit; and (iii) the conditions set forth in Sections
3.4, 5.2 and 5.3 of the Credit Agreement have been satisfied.


---------------------------
(1)  Insert name of Issuing Bank.

(2)  Insert name of beneficiary.


<PAGE>   128
     Unless otherwise defined herein, terms defined in the Credit Agreement
shall have the same meanings in this Request for Letter of Credit.

                                    Dated                      ,
                                          -------------- ------

                                    [CHICAGO BRIDGE & IRON COMPANY N.V.]

                                    [SUBSIDIARY BORROWER]



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





                                       2
<PAGE>   129

                                    EXHIBIT D

                                       TO

                                CREDIT AGREEMENT


                   FORM OF ASSIGNMENT AND ACCEPTANCE 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 Administrative
Agent) after this Assignment Agreement, together with any consents required
under the Credit Agreement, are delivered to the Administrative Agent. In no
event will the Effective Date occur if the payments required to be made by the
Assignee to the Assignor on the Effective Date are not made on the proposed
Effective Date.

     (4) PAYMENT OBLIGATIONS. In consideration for the sale and assignment of
Loans 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 Administrative Agent
all payments of principal, interest and fees with respect to the interest
assigned hereby. The Assignee will promptly remit to the Assignor any interest
on Loans and fees received from the Administrative Agent which relate to the
portion of the Commitment or Loans 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


<PAGE>   130

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 Administrative 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 Borrowers 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
Borrowers 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 Borrowers, (vi) the validity, enforceability,
perfection, priority, condition, value or sufficiency of any collateral securing
or purporting to secure the Loans or (vii) any mistake, error of judgment, or
action taken or omitted to be taken in connection with the Loans 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 Administrative 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 Administrative Agent to take such action as agent on its behalf
and to exercise such powers under the Loan Documents as are delegated to the
Administrative 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
hereunder are "plan assets" as defined under




                                       2
<PAGE>   131

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 (INCLUDING, without limitation 735 ILCS 105/5-1 et seq., but
otherwise without regard to law of conflicts, of the State of Illinois.

     (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.






                                       3
<PAGE>   132
                                              SCHEDULE 1
                                              to Assignment Agreement


1.   Description and Date of Credit Agreement: That certain Credit Agreement,
dated as of December 1, 2000, by and among Chicago Bridge & Iron Company, N.V.,
the Subsidiary Borrowers from time to time parties thereto, the lenders from
time to time parties thereto (the "Lenders") and Bank One, NA, as contractual
representative on behalf of itself and the other Lenders (the "Administrative
Agent")

2.   Date of Assignment Agreement:               , 20__

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

                                     Facility
                                         1*
     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 Loans
     with respect to terminated
     Commitments) purchased
     hereunder:                                  $
                                                  ----------
5.   Proposed Effective Date:
                                                  ---------
6.   Non-standard Recordation Fee                   N/A***
     Arrangement:                            [Assignor/Assignee
                                             to pay 100% of fee]
                                            [Fee waived by Agent]
Accepted and Agreed:

[NAME OF ASSIGNOR]                    [NAME OF ASSIGNEE]

By:                                   By:
Title:                                Title:

ACCEPTED AND CONSENTED TO***          ACCEPTED AND CONSENTED TO
BY                                    BY

[NAME OF BORROWER]                    [NAME OF AGENT]

By:                                   By:
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
****  So long as no Default shall have occurred and is continuing






                                       2
<PAGE>   133
                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:

PAYMENT INFORMATION:

Name & ABA # of Destination Bank:



Account Name & Number for Wire Transfer:



Other Instructions:



ADDRESS FOR NOTICES FOR ASSIGNEE:


                                       2


<PAGE>   134
                              BANK ONE INFORMATION

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

INITIAL FUNDING CONTACT:               SUBSEQUENT OPERATIONS CONTACT:

Name:  Richard Bedell                  Name:  Richard Hillsman
Telephone No.:  (312) 732-2413         Telephone No.:  (312) 732 1128
Fax No.:  (312) 732 1117               Fax No.:  (312) 732-7455
                                       Bank One Telex No.:  190201 (Answerback:
                                             FNBC UT)

INITIAL FUNDING STANDARDS:

Libor - Fund 2 days after rates are set.

BANK ONE WIRE INSTRUCTIONS:            Bank One, NA, ABA # 071000013
                                       LS2 Incoming Account # 481152860000
                                       Ref:________________

ADDRESS FOR NOTICES FOR BANK ONE:      1 Bank One Plaza, Chicago, IL  60670
                                       Attn: Agency Compliance Division,
                                       Suite IL1-0353
                                       Fax No. (312) 732-2038 or (312) 732-4339





                                       3

<PAGE>   135
                                    EXHIBIT E

                                       TO

                                CREDIT AGREEMENT


                    FORM OF COMPANY'S US COUNSEL'S OPINION(S)

December 1, 2000



Each of the Lenders party
     to the Credit Agreement
     referred to below
Bank One N.A.
     as Administrative Agent

     RE:  CHICAGO BRIDGE & IRON COMPANY N.V.

Ladies and Gentlemen:

     I have acted as United States counsel to Chicago Bridge & Iron Company
N.V., a company incorporated in The Netherlands (the "Company") and each of the
"Domestic Subsidiaries" (as defined below), in connection with the execution and
delivery of the Credit Agreement dated as of December 1, 2000 (the "Credit
Agreement") among the Company, the lenders party thereto (the "Lenders") and
Bank One, NA, as administrative agent for the Lenders (the "Administrative
Agent").

     This opinion is furnished to you pursuant to Section 5.1(5) of the Credit
Agreement. Capitalized terms used herein without definition have the meanings
specified in the Credit Agreement.

     In connection with the opinions expressed herein, I have examined the
following documents:

     (i)   The Credit Agreement;

     (ii)  Each promissory note, if any, executed and delivered  pursuant to
Section 2.12(D) of the Credit Agreement on the date hereof; and

     (iii) The Subsidiary Guarantee executed and delivered on the date hereof by
a Subsidiary Guarantor that is a Domestic Subsidiary (each, a "Domestic
Subsidiary Guarantor").


<PAGE>   136
Page 2
December 1, 2000



     The documents referred to in clauses (i) through (iii) above are
collectively referred to herein as the "Loan Documents." The Domestic Subsidiary
Borrowers executing and delivering the Credit Agreement on the date hereof and
the Domestic Subsidiary Guarantors executing and delivering Subsidiary
Guarantees on the date hereof are set forth on Annex A hereto and are
collectively referred to herein as the "Domestic Subsidiaries."

     In rendering this opinion to you, I have assumed, without inquiry:

     (a) (i) the genuineness of all signatures other than those on behalf of the
Domestic Subsidiaries on original copies of the Loan Documents; (ii) the
conformity to the original documents of all documents submitted to me as copies
and the authenticity of all documents submitted to me as originals; (iii) the
due authorization, execution and delivery of the Loan Documents by each of the
parties thereto other than the Company (solely with respect to execution and
delivery) and Domestic Subsidiaries and (iv) the validity and enforceability of
the Loan Documents against each of the parties thereto other than the Company
and the Domestic Subsidiaries;

     (b) that the execution, delivery and performance of the Loan Documents by
each party thereto do not conflict with or constitute a violation of any law or
governmental rule or regulation of (i) the State of Delaware other than the
General Corporation Law of the State of Delaware (the "DGCL") or (ii) any other
jurisdiction other than the United States of America and the State of Illinois;

     (c) that the execution, delivery and performance of the Loan Documents by
each party thereto other than, with respect to clauses (ii) and (iii) below, as
applicable to the Company and with respect to clauses (i), (ii) and (iii) for
each of the Domestic Subsidiaries) do not breach, conflict with or constitute a
violation of or default under (i) the certificate of association or
incorporation, by-laws or any other charter or governing document of such party;
(ii) any agreement, instrument or document to which any such party was, or is, a
party or by which any such party or any of its properties was, or is, bound or
(iii) any order, judgment or decree to which any such party was, or is, bound or
subject or by which any of its properties was, or is, bound; and

     (d) that any consideration contemplated to be given on the Closing Date by
any party in any of the Loan Documents was given on the Closing Date.

     Based upon the foregoing assumptions and subject to the limitations,
qualifications and exceptions hereinafter set forth, I am of the opinion that:


<PAGE>   137
Page 3
December 1, 2000


     1. Each Domestic Subsidiary that is a Borrower on the date hereof or a
Guarantor on the date hereof (a) is a corporation duly organized and validly
existing under the laws of the jurisdiction of its organization, (b) has all
requisite corporate power and authority to own its property and assets and to
carry on its business as now conducted and as proposed to be conducted, (c) is
duly qualified as a foreign corporation to transact business and is in good
standing in its jurisdiction of incorporation and each jurisdiction where such
qualification is required, except where the failure to be so qualified or be in
good standing could not reasonably be expected to result in a Material Adverse
Effect, and (d) has the corporate power and authority to execute, deliver and
perform its obligations under each Loan Document to which it is a party
including to borrow in accordance with the Credit Agreement.

     2. The execution, delivery and performance of each Loan Document by the
Company and each Domestic Subsidiary that is a Borrower on the date hereof or a
Guarantor on the date hereof and the borrowings thereunder to be made on the
date hereof by each Domestic Borrowing Subsidiary (a) have been duly authorized
by all requisite corporate action of such Domestic Subsidiary and (b) with
respect to the following clauses (i)(B), (i)(C), (ii) and (iii) as applicable to
the Company and for all of the following clauses (i), (ii) and (iii) as
applicable to the domestic Subsidiaries will not (i) violate (A) any provision
of the certificate of incorporation or by-laws of such Domestic Subsidiary, (B)
any applicable federal or Illinois State law, statute, rule or regulation, the
DGCL or any order of any federal or Illinois State Governmental Authority with
jurisdiction over the Company or any such Domestic Subsidiary or its properties
or the Chancery Court, appellate courts or Secretary of State of the State of
Delaware or (C) any provision of any indenture or other material agreement or
instrument known to me to which the Company or any such Domestic Subsidiary is a
party or by which it or any of its property may be bound, (ii) result in a
default under any such indenture, agreement or other instrument or (iii) result
in the creation or imposition of any Lien (other than Permitted Liens) upon or
with respect to any property or assets now owned or hereafter acquired by the
Company or any such Domestic Subsidiary except, in the case of clauses (i)
through (iii) above, for any of the foregoing that could not reasonably be
expected to result in a Material Adverse Effect or materially and adversely to
affect the rights or interests of the Lenders under the Loan Documents.

     3. Each Loan Document has been duly executed and delivered by the Company
and each Domestic Subsidiary party thereto, and each such Loan Document
constitutes the legal, valid and binding obligation of each such Domestic
Subsidiary, enforceable against the Company and such Domestic Subsidiary in
accordance with its terms subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium, or other laws affecting
creditors' rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.


<PAGE>   138
Page 4
December 1, 2000


     4. No consent or approval of, registration or filing with, or any other
action by any federal or Illinois State Governmental Authority with jurisdiction
over the Company or the Domestic Subsidiaries or the Chancery Court, or
appellate courts or Secretary of State of the State of Delaware is or will be
required in connection with the execution, delivery or performance of the Loan
Documents by the Company and the Domestic Subsidiaries party thereto or the
consummation of the transactions thereby, other than any such authorizations and
approvals as have already been obtained and are in full force and effect
according to federal or Illinois law, or the DGCL.

     5. To the best of my knowledge, there are no pending or threatened actions,
suits or proceedings at law or in equity or by or before any federal, Illinois
or Delaware Governmental Authority against or affecting the Company or any
Domestic Subsidiary or any business, property or rights of any such person that
involve any Loan Documents or the transactions contemplated thereby.

     6. None of the Company or any of the Domestic Subsidiaries is an investment
company or a company controlled by an investment company within the meaning of
the Investment Company Act of 1940.

     7. None of the Company or any of the Domestic Subsidiaries is a holding
company or a subsidiary company of a holding company within the meaning of the
Public Utility Holding Company Act of 1935.

     8. The application of the proceeds thereof by the Borrowers pursuant to the
terms of the Credit Agreement will not violate Regulation T, U or X of the Board
of Governors of the Federal Reserve System.

     My opinions set forth above are subject to the following qualifications:

     A. The enforceability of the Loan Documents is subject to (i) applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer,
moratorium or other laws affecting creditor's rights generally and (ii) general
principles of equity (regardless of whether considered in a proceeding in equity
or at law).


<PAGE>   139
Page 5
December 1, 2000



     B. I express no opinion as to the Lenders' right to collect any payment to
the extent that such payment constitutes a penalty, forfeiture or late charge.

     C. I express no opinion as to the applicability of Section 548 of the
Federal Bankruptcy Code or of any provisions of any state fraudulent conveyance
statute or law to the transactions contemplated by the Loan Documents.

     The foregoing opinions are limited to matters involving the federal laws of
the United States, the law of the State of Illinois and the DGCL, and I do not
express any opinion as to the laws of any other jurisdiction.

     This opinion is rendered solely to, and is intended solely for the benefit
of, the Administrative Agent and the Lenders, in connection with the
transactions contemplated in the Loan Documents. This opinion may not be relied
upon by the Administrative Agent or any of the Lenders or any of their
respective successors and assigns for any other purpose, or by any other person,
firm or corporation for any purpose, in each case without my prior written
consent.

                                   Very truly yours,



                                   Robert H. Wolfe
                                   Vice President, General Counsel
                                   and Secretary

<PAGE>   140

                                     ANNEX A



DOMESTIC SUBSIDIARY BORROWERS

Chicago Bridge & Iron Company (Delaware)
CB&I Constructors, Inc.
CBI Services, Inc.
CB&I Tyler Company


DOMESTIC SUBSIDIARY GUARANTORS

Chicago Bridge & Iron Company, a Delaware corporation Chicago Bridge & Iron
Company (Delaware) CB&I Constructors, Inc.
CBI Services, Inc.
CB&I Tyler Company




<PAGE>   141

                                   EXHIBIT E-1

                                       TO

                                CREDIT AGREEMENT


                 FORM OF COMPANY'S FOREIGN COUNSEL'S OPINION(S)





<PAGE>   142
               [LETTERHEAD OF DE BRAUW BLACKSTONE WESTBROEK P.C.]



To   Bank One, NA
     Harris Trust and Savings Bank
     The Chase Manhattan Bank
     ABN AMRO Bank N.V.
     Bank of America, N.A.
     Bank One Plaza
     10 South Dearborn Street
     Chicago, Illinois 60603
     (the "ADDRESSEES")


A. SCHABERG - advocaat
New York, December 1, 2000

Our ref.  : CB&I 193.691 opinion3creditagreement

Dear Sirs,

                       CHICAGO BRIDGE & IRON COMPANY N.V.

1    INTRODUCTION

     I have acted as Dutch legal adviser (advocaat) to Chicago Bridge & Iron
     Company N.V., with corporate seat in Amsterdam, (the "COMPANY") in
     connection with a credit agreement dated as of December 1, 2000 between the
     Company and the Addressees (the "CREDIT AGREEMENT").




                                       2
<PAGE>   143



2    DUTCH LAW

     This opinion is limited to Dutch law as applied by the Dutch courts and
     published and in effect on the date of this opinion. It is given on the
     basis that all matters relating to it will be governed by, and that it
     (including all terms used in it) will be construed in accordance with,
     Dutch law.

3    SCOPE OF INQUIRY

     For the purpose of this opinion, I have examined the following documents:

3.1  A print-out of an e-mailed execution copy of the Agreement received by me
     on December 1, 2000.

3.2  A faxed copy of a notarial copy of the Company's deed of incorporation and
     a faxed copy of a notarial copy of the articles of association as most
     recently amended on August 10, 2000 according to the trade register extract
     referred to in paragraph 3.3, both as filed with the chamber of commerce
     and industry for Amsterdam (the "CHAMBER OF COMMERCE")

3.3  A faxed copy of a trade register extract regarding the Company provided by
     the Chamber of Commerce and dated November 24, 2000.

3.4  A faxed copy of a written resolution of the Company's managing board
     (directie) dated November 21, 2000.

3.5  A faxed copy of an extract dated November 27, 2000 from the minutes of the
     meeting of the Company's supervisory board (raad van commissarissen) held
     on September 8, 2000.

3.6  A faxed copy of a confirmation from Robert H. Wolfe in his stated capacity
     as the secretary of the Company's supervisory board dated November 27, 2000
     confirming that (i) the written resolution of the Company's managing board
     referred to in paragraph 3.4 does not require the approval of the Company's
     supervisory board pursuant to article 17.1 of the Company's articles of
     association (ii) the Company's supervisory board has not given any
     directions pursuant to article 17.2 of the Company's articles of
     association which affect the written resolution referred to in paragraph
     3.4 and (iii) the supervisory board has not designated a person in
     accordance with article 16.3 of the Company's articles of association.

3.7  A faxed copy of a notarial copy of the deed of incorporation of Chicago
     Bridge & Iron Company B.V., the sole managing director of the Company (the
     "MANAGING DIRECTOR"), containing the Managing Director's articles of
     association, as filed with the Chamber of Commerce.


                                       3
<PAGE>   144


3.8  A faxed copy of a trade register extract regarding the Managing Director,
     provided by the Chamber of Commerce and dated November 24, 2000.

3.9  A faxed copy of a written resolution of the general meeting of shareholders
     of the Managing Director dated September 29, 2000, pursuant to which, inter
     alia, Mr. R.C. Neely's resignation as managing director of the Managing
     Director has been accepted and Mr. J.R. Edmonds has been appointed as
     managing director of the Managing Director.

     In addition, I have obtained the following confirmations given by telephone
     on the date of this opinion:

3.10 Confirmation from the Chamber of Commerce that the trade register extracts
     referred to in this paragraph 3 are up to date. (It is noted that I know
     that the extract referred to in paragraph 3.8 is no longer correct in
     respect of certain matters resolved in the resolution referred to in
     paragraph 3.9).

3.11 Confirmation from the office of the bankruptcy division
     (faillissementsgriffie) of the Amsterdam district court that the Company is
     not registered as having been declared bankrupt or granted suspension of
     payments.

     My examination has been limited to the text of the documents and I have not
     investigated the meaning and effect of any document governed by a law other
     than Dutch law under that other law.

4    ASSUMPTIONS

     For the purpose of this opinion, I have made the following assumptions:

4.1  All copy documents conform to the originals and all originals are genuine
     and complete.

4.2  Each signature is the genuine signature of the individual concerned.

4.3  The extract from the minutes referred to in paragraph 3 is a true record of
     the proceedings described in it in a duly convened, constituted and quorate
     meeting and the resolutions set out in those minutes were validly passed
     and remain in full force and effect without modification. The written
     resolutions referred to in paragraph 3 remain in full force and effect
     without modification. The confirmation referred to in paragraph 3 is true.

4.4  The Credit Agreement has been or will have been entered into in the form
     referred to in paragraph 3.

4.5  The Credit Agreement is within the capacity and powers of, and has been or
     will have been validly authorised and signed by, each party other than the
     Company.


                                       4
<PAGE>   145


4.6  The Credit Agreement has been or will have been signed on behalf of the
     Company by Mr. G.M. Glenn as managing director of the Managing Director.

4.8  When validly signed by all the parties, the Credit Agreement (including the
     submission to the jurisdiction of the Illinois courts and the federal
     courts located in Illinois pursuant to clause 11.13 of the Credit
     Agreement) is valid, binding and enforceable on each party under the law of
     the State of Illinois by which it is expressed to be governed.

4.9  The Company does not qualify as a credit institution (kredietinstelling)
     within the meaning of the 1992 Act on the Supervision of the Credit System
     (Wet toezicht kredietwezen 1992).

4.10 All (promissory) notes or other securities issued pursuant to or in
     connection with the Credit Agreement have a denomination of at least NLG
     100,000 (or its foreign currency equivalent).

4.11 Mr. J.R. Edmonds is managing director of the Managing Director.

4.12 There are no dealings between the parties which affect the Credit
     Agreement.

5    OPINION

     Based on the documents and confirmations referred to and the assumptions in
     paragraphs 3 and 4 and subject to the qualifications in paragraph 6 and to
     any matters not disclosed to me, I am of the following opinion:

5.1  The Company has been incorporated and is existing as a limited liability
     company (naamloze vennootschap) under Dutch law.

5.2  The Company has the corporate power to enter into and perform the Credit
     Agreement.

5.3  The Company has taken all necessary corporate action to authorise its entry
     into and performance of the Credit Agreement.

5.4  The Credit Agreement has been validly signed by the Company.

5.5  Under Dutch law there are no governmental or regulatory consents, approvals
     or authorisations required by the Company for its entry into and
     performance of the Credit Agreement.


                                       5
<PAGE>   146


5.6  Under Dutch law there are no registration, filing or similar formalities
     required to ensure the validity, binding effect and enforceability against
     the Company and the admissibility in evidence of the Credit Agreement.

5.7  The entry into and performance of the Credit Agreement by the Company do
     not violate Dutch law or the Company's articles of association.

5.8  Under Dutch law the choice of the law of the State of Illinois as the
     governing law of the Credit Agreement is recognised and accordingly the law
     of the State of Illinois law governs the validity, binding effect and
     enforceability against the Company of the Credit Agreement.

5.9  A judgment rendered by an Illinois court or federal court located in
     Illinois will not be recognised and enforced by the Dutch courts. However,
     if a person has obtained a final and conclusive judgment for the payment of
     money rendered by an Illinois court or federal court located in Illinois
     (the "FOREIGN COURT") which is enforceable in Illinois (the "FOREIGN
     JUDGMENT") and files his claim with the competent Dutch court, the Dutch
     court will generally give binding effect to the foreign judgment insofar as
     it finds that the jurisdiction of the foreign court has been based on
     grounds which are internationally acceptable and that proper legal
     procedures have been observed and unless the foreign judgment contravenes
     Dutch public policy.

5.10 In matters which pursuant to clause 11.13 of the Credit Agreement must be
     settled by the courts in Illinois a Dutch court will not accept
     jurisdiction, subject to exceptions similar to those set out in the
     Brussels Convention on Jurisdiction and the Enforcement of Judgements in
     Civil and Commercial Matters 1968 (as amended).

6    QUALIFICATIONS

     This opinion is subject to the following qualifications:

6.1  This opinion is subject to any limitations arising from bankruptcy,
     insolvency, liquidation, moratorium, reorganisation and other laws of
     general application relating to or affecting the rights of creditors.

6.2  Under Dutch law, notwithstanding the recognition of the law of the State of
     Illinois as the governing law of the Credit Agreement:

     -    effect may be given to the law of another jurisdiction with which the
          situation has a close connection, insofar as, under the law of that
          jurisdiction, that law is mandatory irrespective of the governing law
          of the Credit Agreement;

     -    Dutch law will be applied insofar as it is mandatory irrespective of
          the governing law of the Credit Agreement;


                                       6
<PAGE>   147


     -    the application of the law of the State of Illinois may be refused if
          it is manifestly incompatible with Dutch public policy;

     -    regard will be had to the law of the jurisdiction in which performance
          takes place in relation to the manner of performance and the steps to
          be taken in the event of defective performance.

6.3  The enforcement in a Dutch court of the Credit Agreement and of foreign
     judgments is subject to Dutch rules of civil procedure.

6.4  No opinion is rendered in respect of the authority of the Addressees to
     grant credit in the Netherlands.

6.5  No opinion is rendered in respect of the validity of any assignment or any
     sale of a participation by a Lender (as defined in the Credit Agreement)
     nor in respect of any undivided interest and participation in any loan
     pursuant to the Credit Agreement.

6.6  Under Dutch law, a legal act (rechtshandeling) performed by a legal entity
     (including (without limitation) an agreement pursuant to which it agrees to
     guarantee or guarantees the obligations of a third party) may be nullified
     by (i) any of its creditors, or (ii) its trustee in bankruptcy, if (a) it
     performed the act without an obligation to do so (onverplicht), (b) the
     creditor concerned or (in the case of its bankruptcy) any creditor was
     prejudiced as a consequence of the act, and (c) at the time the act was
     performed both it and (unless the act was for no consideration (om niet))
     the party with or towards which it acted, knew or should have known that
     one or more of its creditors (present or future) would be prejudiced. In
     addition, in the case of a legal entity's bankruptcy, its trustee in
     bankruptcy may nullify its performance of any due and payable obligation
     (opeisbare schuld) if (x) the recipient of the performance knew that a
     request for bankruptcy had been filed, or (y) the performance of the
     obligation was the result of consultation between it and the recipient with
     a view to give preference to the latter over the legal entity's creditors.

6.7  If a Dutch company performs a legal act (rechtshandeling) (including
     (without limitation) an agreement pursuant to which it guarantees the
     performance of the obligations of a third party which is not a wholly owned
     direct or indirect subsidiary of such company and any other legal act
     having a similar effect and including (without limitation) an agreement
     pursuant to which it agrees to provide or provides security for its
     obligations under such agreement or other act) and that act is not in the
     company's corporate interest, it may (i) exceed its corporate power, (ii)
     violate its articles of association and (iii) not be valid, binding and
     enforceable against it.

6.8  Pursuant to Section 46a of the Dutch 1995 Securities Act (Wet toezicht
     effectenverkeer 1995, the "SECURITIES ACT") it is prohibited to disclose
     the information referred to in Section 7.1 of the Credit Agreement to the
     extent it consists of inside information (voorwetenschap) within the
     meaning of Section 46 of the Securities Act.


                                       7
<PAGE>   148


6.9  Under Dutch law, a power of attorney can be made irrevocable only (i)
     insofar as it has been granted for the purpose of performing a legal act in
     the interest of the authorised person or a third party and (ii) subject to
     any amendments made or limitations imposed by the courts on serious grounds
     (gewichtige redenen).

6.10 The trade register extracts referred to in paragraph 3 do not provide
     conclusive evidence that the facts set out in it are correct. However,
     under the 1996 Trade Register Act (Handelsregisterwet 1996), subject to
     limited exceptions, the Company cannot invoke the incorrectness or
     incompleteness of its trade register registration against third parties who
     were unaware of it.

6.11 The confirmation from the office of the bankruptcy division referred to in
     paragraph 3 does not provide conclusive evidence that the Company has not
     been declared bankrupt or granted suspension of payments.

6.12 I do not express any opinion as to any taxation matters.

7    RELIANCE

     This opinion is solely for your benefit and solely for the purpose of the
     Credit Agreement. It is not to be transmitted to anyone else nor is it to
     be relied upon by anyone else or for any other purpose or quoted or
     referred to in any public document or filed with anyone without my written
     consent. A copy may, however, be provided to your legal advisers solely for
     the purpose of the Credit Agreement and of giving their opinion and subject
     to the same restrictions.

Yours faithfully,



ARIE SCHABERG
for De Brauw Blackstone Westbroek P.C.


                                       8
<PAGE>   149
                                   EXHIBIT E-2

                                       TO

                                CREDIT AGREEMENT


               FORM OF COUNSEL'S OPINION FOR SUBSIDIARY BORROWERS



                                  See Exhibit E









<PAGE>   150
                                    EXHIBIT F

                                       TO

                                CREDIT AGREEMENT


                                  $ 200,000,000


                                 CREDIT FACILITY


                                       TO


                       CHICAGO BRIDGE & IRON COMPANY N.V.

                                December 1, 2000

                          LIST OF CLOSING DOCUMENTS(3)

II.  LOAN AND SECURITY DOCUMENTS
A.   Credit Agreement (the "CREDIT AGREEMENT") by and among Chicago Bridge &
     Iron Company N.V., a corporation organized under the laws of The
     Kingdom of the Netherlands (the "COMPANY"), and one or more
     subsidiaries of the company (whether now existing or hereafter formed,
     the "SUBSIDIARY BORROWERS"; together with the Company, the
     "BORROWERS"), the institutions from time to time parties thereto as
     lenders (the "LENDERS"), Bank One, NA, in its capacity as contractual
     representative capacity (the "ADMINISTRATIVE AGENT"), evidencing a $
     200,000,000 revolving credit facility to the Borrowers from the
     Lenders.

                                                         EXHIBITS

EXHIBIT A        --       Commitments
EXHIBIT B        --       Form of Borrowing/Election Notice
EXHIBIT C        --       Form of Request for Letter of Credit
EXHIBIT D        --       Form of Assignment and Acceptance Agreement
EXHIBIT E        --       Form of Company's US Counsel's Opinion
EXHIBIT E-1      --       Form of Company's Foreign Counsel's Opinion
EXHIBIT E-2      --       Form of Counsel's Opinion for Subsidiary Borrowers
EXHIBIT F        --       List of Closing Documents

----------------------
(3)  Capitalized terms used herein and not defined herein shall have the
meanings assigned to such terms in the Credit Agreement. BOLD/ITALICIZED
documents to be prepared and/or provided by the Company and/or Company's
counsel.




                                       2
<PAGE>   151
EXHIBIT G        --       Form of Officer's Certificate
EXHIBIT H        --       Form of Compliance Certificate
EXHIBIT I        --       Form of Subsidiary Guaranty
EXHIBIT J        --       Form of Revolving Loan Note
EXHIBIT K        --       Form of Assumption Letter
EXHIBIT L        --       Form of Designation Agreement
EXHIBIT M        --       Form of Commitment and Acceptance Letter


                      SCHEDULES

SCHEDULE 1.1.1            PERMITTED EXISTING INDEBTEDNESS
SCHEDULE 1.1.2            PERMITTED EXISTING INVESTMENTS
SCHEDULE 1.1.3            PERMITTED EXISTING LIENS
SCHEDULE 1.1.4            PERMITTED EXISTING CONTINGENT OBLIGATIONS
SCHEDULE 1.1.5            MATERIAL SUBSIDIARIES AND FOREIGN SUBSIDIARIES
                          THAT ARE NOT EXCLUDED FOREIGN SUBSIDIARIES
SCHEDULE 3.2              TRANSACTIONAL LETTERS OF CREDIT
SCHEDULE 6.4              PRO FORMA FINANCIAL STATEMENTS
SCHEDULE 6.8              SUBSIDIARIES
SCHEDULE 6.17             ENVIRONMENTAL MATTERS
SCHEDULE 7.3(N)           EXISTING RESTRICTIONS

B.   Guaranty (the "SUBSIDIARY GUARANTY") executed by each of the Subsidiary
     Guarantors, constituting all of the Material Subsidiaries identified on
     Appendix A attached hereto other than the Excluded Foreign Subsidiaries, in
     favor of the Administrative Agent.

C.   Notes executed by each Borrower in favor of Harris Trust and Savings Bank
     which has requested a note pursuant to Section 2.12 of the Credit Agreement
     (the "Requesting Lender") in the aggregate principal amount of each such
     Requesting Lender's Commitment under the Credit Agreement.

III. CORPORATE DOCUMENTS
A.   CERTIFICATES OF THE SECRETARY OR ASSISTANT SECRETARY OF THE COMPANY AND
     EACH OF THE SUBSIDIARY BORROWERS IDENTIFIED ON APPENDIX A ATTACHED HERETO
     CERTIFYING (I) THE ARTICLES OR CERTIFICATES OF INCORPORATION OR COMPARABLE
     CHARTER DOCUMENTS (CERTIFIED BY THE APPROPRIATE GOVERNMENTAL OFFICER IN ITS
     JURISDICTION OF INCORPORATION AND ATTACHED THERETO); (II) THE BY-LAWS OR
     COMPARABLE GOVERNANCE DOCUMENTS (ATTACHED THERETO) OF THE COMPANY AND EACH
     SUCH SUBSIDIARY BORROWER AS IN EFFECT ON THE DATE OF SUCH CERTIFICATION,
     (III) RESOLUTIONS OF THE BOARD OF DIRECTORS (OR OTHER SIMILAR GOVERNING
     BODY) OF THE COMPANY AND EACH SUCH SUBSIDIARY BORROWER AUTHORIZING, INTER
     ALIA, THE EXECUTION, DELIVERY AND PERFORMANCE OF EACH DOCUMENT TO WHICH IT
     IS A PARTY, AND (IV) THE NAMES AND TRUE SIGNATURES OF THE INCUMBENT
     OFFICERS OF THE COMPANY AND EACH SUCH SUBSIDIARY BORROWER AUTHORIZED TO
     SIGN THE DOCUMENTS TO WHICH IT IS A PARTY AND AUTHORIZED TO REQUEST
     BORROWINGS UNDER THE CREDIT AGREEMENT.

B.   GOOD STANDING CERTIFICATE FOR THE COMPANY FROM THE OFFICE OF THE
     APPROPRIATE GOVERNMENTAL OFFICER OF THE KINGDOM OF THE NETHERLANDS AND FOR
     EACH OF THE SUBSIDIARY




                                       3
<PAGE>   152

     BORROWERS FROM THE OFFICE OF THE APPROPRIATE GOVERNMENTAL OFFICER OF THEIR
     RESPECTIVE JURISDICTION OF INCORPORATION AND THE OFFICE OF THE SECRETARY OF
     STATE OF ILLINOIS.

IV.  PAYOFF DOCUMENTATION
A.   Payoff Letter to the Administrative Agent evidencing the payment of all
     principal and interest on any loans outstanding and accrued and unpaid fees
     and premiums, if any, under the loan of the Company under the Credit
     Agreement dated as of September 30, 1999 among the Company, Bank One as
     Administrative Agent, and the other lender parties thereto.

V.   OPINIONS
A.   OPINION OF GENERAL COUNSEL OF THE COMPANY AND THE SUBSIDIARY GUARANTORS
     WITH RESPECT TO THE CREDIT AGREEMENT AND THE SUBSIDIARY GUARANTY.

B.   OPINION OF DUTCH COUNSEL OF THE COMPANY WITH RESPECT TO THE CREDIT
     AGREEMENT.

VI.  CLOSING CERTIFICATES AND MISCELLANEOUS
A.   BORROWING/ELECTION NOTICE ADDRESSED TO THE ADMINISTRATIVE AGENT.

B.   OFFICER'S CERTIFICATE OF THE COMPANY CERTIFYING THAT ON THE CLOSING DATE
     AND INITIAL BORROWING DATE (I) NO DEFAULT HAS OCCURRED AND IS CONTINUING,
     (II) AS OF SUCH DATE THE REPRESENTATIONS AND WARRANTIES OF THE BORROWERS
     CONTAINED IN THE CREDIT AGREEMENT ARE TRUE AND CORRECT, (III) AS OF SUCH
     DATE THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN THE BUSINESS CONDITION
     (FINANCIAL OR OTHERWISE), OPERATIONS, PERFORMANCE, PROPERTIES OR PROSPECTS
     OF THE COMPANY AND ITS SUBSIDIARIES, CONSIDERED AS A WHOLE, FROM THAT
     REFLECTED IN THE FINANCIAL STATEMENTS REFERRED TO IN SECTION 6.4 OF THE
     CREDIT AGREEMENT.





                                       4
<PAGE>   153
                                                                      APPENDIX A

                              SUBSIDIARY GUARANTORS

SUBSIDIARY BORROWERS

COMPANY NAME                                       INCORPORATED        EQUITY
------------                                       ------------        ------

Chicago Bridge & Iron Company (Delaware)             Delaware          100.0%
CBI Services, Inc.                                   Delaware          100.0%
CB&I Constructors, Inc.                              Texas             100.0%
CB&I Tyler Company                                   Delaware          100.0%

MATERIAL SUBSIDIARIES

COMPANY NAME

Chicago Bridge & Iron Company                        Delaware          100.0%
Chicago Bridge & Iron Company (Delaware)             Delaware          100.0%
CB&I Constructors, Inc.                              Texas             100.0%
CBI Services, Inc.                                   Delaware          100.0%
CBI Company Limited                                  Delaware          100.0%
CBI Overseas LLC                                     Delaware          100.0%
Asia Pacific Supply Co.                              Delaware          100.0%
Central Trading Company, Ltd.                        Delaware          100.0%

Foreign Material Subsidiaries
Chicago Bridge & Iron Company B.V.                   Netherlands       100.0%
Chicago Bridge & Iron (Antilles) N.V.                Curacao           100.0%
Lealand Finance Company B.V.                         Netherlands       100.0%
Horton CBI, Limited                                  Canada             99.9%
CBI Constructors Limited                             United Kingdom    100.0%
CBI (Europe) B.V.                                    Netherlands       100.0%
CBI Venezolana, S.A.                                 Venezuela          85.0%
CBI Construcciones S.A                               Argentina         100.0%
CBI Constructors S.A.  (Proprietary) Limited         South Africa      100.0%
CBI Eastern Anstalt                                  Liechtenstein     100.0%
CBI Constructors Pty. Ltd.                           Australia         100.0%
Arabian CBI Ltd.                                     Saudi Arabia       75.0%
CMP Holdings B.V.                                    Netherlands       100.0%
CBI Holdings (U.K.) Limited                          United Kingdom    100.0%
Arabian Gulf Material Supply Company Limited         Cayman Islands    100.0%
Pacific Rim Material Supply Company Limited          Cayman Islands    100.0%
Material Supply Companies                            Various           100.0%





<PAGE>   154

FOREIGN SUBSIDIARIES THAT ARE NOT EXCLUDED FOREIGN SUBSIDIARIES:

COMPANY NAME                                         INCORPORATED      EQUITY
------------                                         ------------      ------
Chicago Bridge & Iron Company B.V.                   Netherlands       100.0%
Chicago Bridge & Iron (Antilles) N.V.                Curacao           100.0%
Lealand Finance Company B.V.                         Netherlands       100.0%
Horton CBI, Limited                                  Canada             99.9%
CBI Constructors Limited                             United Kingdom    100.0%
CBI (Europe) B.V.                                    Netherlands       100.0%
CBI Venezolana, S.A.                                 Venezuela          85.0%
CBI Construcciones S.A                               Argentina         100.0%
CBI Eastern Anstalt                                  Liechtenstein     100.0%
CBI Constructors Pty. Ltd.                           Australia         100.0%
CMP Holdings B.V.                                    Netherlands       100.0%



<PAGE>   155
                                    EXHIBIT G

                                       TO

                                CREDIT AGREEMENT


                          FORM OF OFFICER'S CERTIFICATE


     I, the undersigned, hereby certify that I am the ___________________ of
CHICAGO BRIDGE & IRON COMPANY N.V., a corporation duly organized and existing
under the laws of the Kingdom of the Netherlands (the "Company"). Capitalized
terms used herein and not otherwise defined herein are as defined in that that
certain Credit Agreement dated as of December 1, 2000 by and among the Company,
the Subsidiary Borrowers from time to time parties thereto, the financial
institutions from time to time parties thereto as lenders (the "Lenders") and
Bank One, NA (having its principal office in Chicago, IL), as contractual
representative for itself and the other Lenders (the "Administrative Agent") (as
the same may be amended, restated, supplemented or otherwise modified from time
to time, the "Credit Agreement").

     I further certify on behalf of the Company, that as of the date hereof, to
the best of my knowledge, after diligent inquiry of all relevant persons at the
Company and its respective Subsidiaries, (i) the representations and warranties
of the Company contained in Article VI of the Credit Agreement shall have been
true and correct at all times during the period commencing on __________, 20__
and ending on _____________, 20__ and as of the date of this Officer's
Certificate (unless such representation and warranty is made as of a specified
date, in which case, such representation and warranty shall be true and correct
as of such date) and (ii) as of the date of this Officer's Certificate no
Default or Unmatured Default exists [other than the following (describe the
nature of the Default or Unmatured Default and the status thereof)].

     IN WITNESS WHEREOF, I hereby subscribe my name on behalf of the Company on
this ____ day of ___________, ____.

                                   CHICAGO BRIDGE & IRON COMPANY N.V.


                                   By: _______________________________
                                   Title: ____________________________


<PAGE>   156
                                    EXHIBIT H

                                       TO

                                CREDIT AGREEMENT


                         FORM OF COMPLIANCE CERTIFICATE

     Pursuant to [Section 5.3] [Section 7.1(A)(iii)] of that certain Credit
Agreement dated as of December 1, 2000 by and among Chicago Bridge & Iron
Company N.V. (the "Company"), the Subsidiary Borrowers from time to time parties
thereto (together with the Company, collectively, the "Borrowers"), the
financial institutions from time to time parties thereto as lenders (the
"Lenders"), and Bank One, NA (having its principal office in Chicago, IL), as
contractual representative for itself and the other Lenders (the "Administrative
Agent") (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"), the Company, through its
respective ___________________________, hereby deliver to the Administrative
Agent [, together with the financial statements being delivered to the
Administrative Agent pursuant to Section 7.1(A) of the Credit Agreement,] this
Compliance Certificate (the "Certificate") [for the accounting period from
____________, 20__ to ___________, 20__] (the "Accounting Period"). Capitalized
terms used herein shall have the meanings set forth in the Credit Agreement.
Subsection references herein relate to subsections of the Credit Agreement.

     THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected ________________ of the Company;

2. I have reviewed the terms of the Credit Agreement and I have made, or have
caused to be made under my supervision, a detailed review of the transactions
and conditions of the Borrowers and their respective 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]; and

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



<PAGE>   157
The foregoing certifications, together with the computations set forth in
Schedule I hereto and the financial statements delivered with this Certificate
in support hereof, are made and delivered this ____ day of __________, 20__.


The Company hereby certifies on behalf of itself and the other Borrowers through
its _______________, that the information set forth herein and on the attached
Schedule I hereto is accurate as of _______________, ____, to the best of such
officer's knowledge, after diligent inquiry, and that the financial statements
delivered herewith present fairly the financial position of the Borrowers and
their respective Subsidiaries at the dates indicated and the results of their
operations and changes in their financial position for the periods indicated in
conformity with Agreement Accounting Principles, consistently applied.

Dated __________, __



                                   CHICAGO BRIDGE & IRON COMPANY N.V.


                                   By: _______________________________
                                   Name: _____________________________
                                   Title: ____________________________
<PAGE>   158
                                   SCHEDULE I

                                       to

                             COMPLIANCE CERTIFICATE

VII. FINANCIAL COVENANTS

A.   MAXIMUM LEVERAGE RATIO (Section 7.4(A))

     (1)  Indebtedness for Borrowed Money                   $___________

     (2)  EBITDA

          (a)  Net Income                                   $___________

          (b)  Interest Expense                        +    $___________

          (c)  Taxes                                   +    $___________

          (d)  Non-recurring non-cash charges          +    $___________

          (e)  Non-recurring non-cash credits          +    $___________

          (f)  Non-recurring after-tax losses          +    $___________

          (g)  Non-recurring after-tax gains           +    $___________
               [Maximum aggregate amount for
               items (d) through (g): $3,000,000]

          (h)  EBIT                                    =    $___________

          (i)  Depreciation                            +    $___________

          (j)  Amortization                            +    $___________

          (k)  EBITDA                                  =    $___________

     (3)  "Leverage Ratio" (Ratio of (1) to (2)(k))         ______ to 1.00

     (4)  Maximum Leverage Ratio                            2.50 to 1.00

B.   MINIMUM FIXED CHARGE COVERAGE RATIO (Section 7.4(B))

     (1)  Fixed Charge Coverage Ratio

          (a)  EBITDA (as determined under item
               (A)(2)(h) above)                             $___________

          (b)  Capital Expenditures                    -    $___________




<PAGE>   159

          (c)  Rentals                                 +    $___________

          (d)  Restricted Payments paid in cash to the
               extent deducted from Net Income         +    $___________

          (e)  _____________                           =    $___________

          (f)  Cash Interest Expense                   +    $___________

          (g)  Taxes                                   +    $___________

          (h)  Amortization                            +    $___________

          (i)  Restricted Payments paid in cash        +    $___________

          (j)  Rentals                                 +    $___________

          (k)  ______________                          =    $___________

     (2)  Fixed Charge Coverage Ratio (Ratio of
          1(e) to 1(k))                                     _____ to 1.00

     (3)  Minimum Fixed Charge Coverage Ratio               1.50 to 1.00

C.   INTEREST EXPENSE COVERAGE RATIO (Section 7.4(B)).

(1)  EBIT (as determined under item (A)(2)(h) above)        $___________

(2)  Interest Expense for such fiscal quarter               $___________

(3)  "Interest Expense Coverage Ratio" (Ratio of
     (1) to (2))                                            _____ to 1.0

(4)  Minimum Interest Expense Coverage Ratio                2.00 to 1.00

D.   MINIMUM CONSOLIDATED NET WORTH (Section 7.4(D)).

     (1)  State whether Consolidated Net Worth (as
          defined) was less than $130,000,000, plus
          fifty percent (50%) of the sum of Net Income
          (if positive) calculated separately for each
          fiscal quarter commencing with the fiscal
          quarter ending on March 31, 2001, plus the
          amount by which stockholders' equity of the
          Company is, in accordance with Agreement
          Accounting Principles, adjusted from time to
          time as a result of the issuance of any Equity
          Interests [on December 31, 2000] [at all times
          for the period from __________ to __________]     Yes/No



<PAGE>   160

VIII.  OTHER MISCELLANEOUS PROVISIONS

A.   INDEBTEDNESS (Section 7.3(A))

     (1)  Aggregate principal amount of unsecured
          Indebtedness from Lealand Finance Company
          B.V. to any Subsidiary of the Company (other
          than a Subsidiary Guarantor)
          [Maximum: $20,000,000]                                 $___________

     (2)  Aggregate amount letters of credit for
          workmen's compensation claims and social
          security programs [Maximum: $30,000,000]               $___________

     (3)  Aggregate principal amount of other
          Indebtedness incurred by the Subsidiaries not
          otherwise permitted under Section 7.3(A)
          [Maximum: $20,000,000] [Please attached a
          detailed schedule setting forth all such
          Subsidiary Indebtedness]                               $___________

B.   ASSET SALES (Section 7.3(B))

     (1)  State whether any asset sales (other than (i)
          sales of inventory in the ordinary course of
          business, (ii) dispositions of obsolete
          equipment in the ordinary course, (iii)
          transfers of assets between the Company and
          its wholly-owned Subsidiaries and (iv)
          Permitted Sale and Leaseback Transactions
          pursuant to Section 7.3(B)(iv)) have
          occurred.                                              Yes/No

     (2)  If yes, attach as a schedule hereto the
          details of such asset sales and calculation
          of compliance with Sections 2.4(B), 2.5(B)
          and 7.3(B)(v).                                         $___________

C.   INVESTMENTS (Section 7.3(D))

     (1)  Aggregate amount of Investments in joint
          ventures [Maximum: $10,000,000]                        $____________

     (2)  Aggregate amount of Investments not otherwise
          permitted under Sections 7.3(D)(i) through (ix)
          [Maximum: $2,000,000]                                  $____________




<PAGE>   161

D.   MATERIAL SUBSIDIARY CALCULATIONS (Sections 7.2(K) and 7.3(Q))

     Material Subsidiaries

     (1)  Set forth below is a list of all Material
          Subsidiaries of the Company and each other
          Subsidiary of the Company that guarantees
          Indebtedness of the Company. Also set forth
          below is an indication of whether such
          Subsidiaries are parties to the Subsidiary
          Guaranty.


          Name of Material Subsidiaries                Signatory to Subsidiary
          and Jurisdiction of Formation                Guaranty (Yes/No)
          ----------------------------------------------------------------------
                                                       Yes
          ----------------------------------------------------------------------
                                                       Yes
          ----------------------------------------------------------------------
                                                       Yes
          ----------------------------------------------------------------------
                                                       Yes
          ----------------------------------------------------------------------
                                                       Yes
          ----------------------------------------------------------------------
          ----------------------------------------------------------------------
          ----------------------------------------------------------------------
          ----------------------------------------------------------------------




<PAGE>   162
                                    EXHIBIT I

                                       TO

                                CREDIT AGREEMENT


                           FORM OF SUBSIDIARY GUARANTY


                               SUBSIDIARY GUARANTY

     THIS SUBSIDIARY GUARANTY (this "Guaranty") is made as of the 1st day of
December, 2000, by CHICAGO BRIDGE & IRON COMPANY, a Delaware corporation,
CHICAGO BRIDGE & IRON cOMPANY (DELAWARE), a Delaware corporation, CB&I TYLER
COMPANY, a Delaware corporation, CB&I CONSTRUCTORS, INC., a Texas corporation,
CBI SERVICES, INC., a Delaware corporation, HORTON CBI, LIMITED, a corporation
organized under the laws of Canada, CBI VENEZOLANO, S.A., a corporation
organized under the laws of the Republic of Venezuela, CBI EASTERN ANSTALT, a
corporation organized under the laws of the Principality of Liechtenstein, CBI
CONSTRUCTORS PTY, LTD., a corporation organized under the laws of the
Commonwealth of Australia, LEALAND FINANCE COMPANY B.V., a corporation organized
under the laws of the Kingdom of the Netherlands, CB&I EUROPE B.V., a
corporation organized under the laws of the Kingdom of the Netherlands, ARABIAN
GULF MATERIAL SUPPLY COMPANY, LTD., a corporation organized under the laws of
the Cayman Islands, ASIA PACIFIC SUPPLY CO., a corporation organized under the
laws of Delaware, CBI COMPANY LTD., a corporation organized under the laws of
Delaware, CBI CONSTRUCCIONES S.A., a corporation organized under the laws of
Argentina, CBI CONSTRUCTORS LIMITED, a corporation organized under the laws of
the United Kingdom, CBI HOLDINGS (U.K.) LIMITED, a corporation organized under
the laws of England and Wales, CBI OVERSEAS, LLC, a limited liability company
organized under the laws of Delaware, CENTRAL TRADING COMPANY, LTD., a
corporation organized under the laws of Delaware, CHICAGO BRIDGE & IRON
(ANTILLES) N.V., a corporation organized under the laws of Curacao, CHICAGO
BRIDGE & IRON COMPANY B.V., a corporation organized under the laws of the
Netherlands, CMP HOLDINGS B.V., a corporation organized under the laws of the
Netherlands, and PACIFIC RIM MATERIAL SUPPLY COMPANY, LTD., a corporation
organized under the laws of the Cayman Islands (collectively, the "Initial
Guarantors" and along with any additional Subsidiaries which become parties to
this Guaranty by executing a Supplement hereto in the form attached as Annex I,
the "Guarantors"), in favor of the Administrative Agent under (and as defined
in) the Credit Agreement referred to below;

                                   WITNESSETH:

     WHEREAS, CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under
the laws of the Kingdom of the Netherlands (the "Company") and the Subsidiary
Borrowers (together with the Company, the "Borrowers"), the institutions from
time to time





<PAGE>   163

parties thereto as lenders (the "Lenders"), BANK ONE, NA, a national banking
association having its principal office in Chicago, Illinois, in its capacity as
contractual representative for the Lenders (the "Administrative Agent"), have
entered into a certain Credit Agreement dated as of December 1, 2000 (as the
same may be amended, modified, supplemented and/or restated, and as in effect
from time to time, the "Credit Agreement"), providing, subject to the terms and
conditions thereof, for extensions of credit and other financial accommodations
to be made by the Lenders to the Borrowers;

     WHEREAS, it is a condition precedent to the initial extensions of credit by
the Lenders under the Credit Agreement that each of the Guarantors execute and
deliver this Guaranty, whereby each of the Guarantors shall guarantee the
payment when due of all "Obligations" (as defined in the Credit Agreement),
including, without limitation, all principal, interest and other amounts that
shall be at any time payable by the Borrowers under the Credit Agreement or the
other Loan Documents, and all Hedging Obligations to which any Lender shall be a
counterparty (each a "Designated Hedging Agreement"); and

     WHEREAS, in consideration of the direct and indirect financial and other
support that one or more of the Borrowers has provided, and such direct and
indirect financial and other support as the Borrowers may in the future provide,
to the Guarantors, and in order to induce the Lenders and the Administrative
Agent to enter into the Credit Agreement, each of the Guarantors is willing to
guarantee the Obligations of the Borrowers under the Credit Agreement and the
other Loan Documents and all Hedging Obligations under any Designated Hedging
Agreements;

     NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

IX.  Definitions. Terms defined in the Credit Agreement and not otherwise
defined herein have, as used herein, the respective meanings provided for
therein.
X.   Representations, Warranties and Covenants. Each of the Guarantors
represents and warrants (which representations and warranties shall be deemed to
have been renewed at the time of the making, conversion or continuation of any
Loan or issuance of any Letter of Credit) that:
     (1)  It is a corporation, partnership or limited liability company duly and
          properly incorporated or formed, validly existing and in good standing
          under the laws of its jurisdiction of incorporation or formation, and
          has all requisite authority to conduct its business as a foreign
          Person in each jurisdiction in which its business is conducted, except
          where the failure to have such requisite authority would not have a
          Material Adverse Effect.

     (2)  It has the power and authority and legal right to execute and deliver
          this Guaranty and to perform its obligations hereunder. The execution
          and delivery by it of this Guaranty and the performance by each of its
          obligations hereunder have been duly authorized by proper proceedings,
          and this Guaranty constitutes a legal, valid




                                       6
<PAGE>   164

          and binding obligation of each Guarantor, enforceable against such
          Guarantor, in accordance with its terms, except as enforceability may
          be limited by bankruptcy, insolvency or similar laws affecting the
          enforcement of creditors' rights generally.

     (3)  Neither the execution and delivery by it of this Guaranty, nor the
          consummation by it of the transactions herein contemplated, nor
          compliance by it with the terms and provisions hereof, will (i)
          violate any law, rule, regulation, order, writ, judgment, injunction,
          decree or award binding on it or its certificate or articles of
          incorporation or by-laws, limited liability company or partnership
          agreement (as applicable) or the provisions of any indenture,
          instrument or material agreement to which it is a party or is subject,
          or by which it, or its property, is bound, (ii) or conflict with or
          constitute a default thereunder, except such interference or default
          which individually or in the aggregate could not reasonably be
          expected to have a Material Adverse Effect, or (iii) result in the
          creation or imposition of any Lien in, of or on its property pursuant
          to the terms of any such indenture, instrument or material agreement.
          No order, consent, approval, license, authorization, or validation of,
          or filing, recording or registration with, or exemption by, any
          Governmental Authority, is required to authorize, or is required in
          connection with the execution, delivery and performance by it of, or
          the legality, validity, binding effect or enforceability against it
          of, this Guaranty.

     In addition to the foregoing, each of the Guarantors covenants that, so
long as any Lender has any Commitment outstanding under the Credit Agreement or
any amount payable under the Credit Agreement or any other Obligations or
Hedging Obligations under Designated Hedging Agreements shall remain unpaid, it
will, and, if necessary, will enable the Borrowers to, fully comply with those
covenants and agreements of the Borrowers applicable to such Guarantor set forth
in the Credit Agreement.

XI.  The Guaranty. Each of the Guarantors hereby unconditionally guarantees,
jointly with the other Guarantors and severally, the full and punctual payment
when due (whether at stated maturity, upon acceleration or otherwise) of (a) the
Obligations and (b) all Hedging Obligations under the Designated Hedging
Agreements, including, without limitation, (i) the principal of and interest on
each Advance made to any of the Borrowers pursuant to the Credit Agreement, (ii)
any Reimbursement Obligations of the Borrowers, (iii) all Hedging Obligations
owing to any Lender or any affiliate of any Lender under any Designated Hedging
Agreement and (iv) all other amounts payable by the Borrowers or any of their
Subsidiaries under the Credit Agreement, any Designated Hedging Agreement and
the other Loan Documents (all of the foregoing being referred to collectively as
the "Guaranteed Obligations"). Upon failure by any



                                       7
<PAGE>   165

Borrower or any of their Affiliates, as applicable, to pay punctually any such
amount, each of the Guarantors agrees that it shall forthwith on demand pay such
amount at the place and in the manner specified in the Credit Agreement, any
Designated Hedging Agreement or the relevant Loan Document, as the case may be.
Each of the Guarantors hereby agrees that this Guaranty is an absolute,
irrevocable and unconditional guaranty of payment and is not a guaranty of
collection.
XII. Guaranty Unconditional. The obligations of each of the Guarantors
hereunder shall be unconditional and absolute and, without limiting the
generality of the foregoing, shall not be released, discharged or otherwise
affected by:
     (1)  any extension, renewal, settlement, indulgence, compromise, waiver or
          release of or with respect to the Guaranteed Obligations or any part
          thereof or any agreement relating thereto, or with respect to any
          obligation of any other guarantor of any of the Guaranteed
          Obligations, whether (in any such case) by operation of law or
          otherwise, or any failure or omission to enforce any right, power or
          remedy with respect to the Guaranteed Obligations or any part thereof
          or any agreement relating thereto, or with respect to any obligation
          of any other guarantor of any of the Guaranteed Obligations;

     (2)  any modification or amendment of or supplement to the Credit
          Agreement, any Designated Hedging Agreement or any other Loan
          Document, including, without limitation, any such amendment which may
          increase the amount of, or the interest rates applicable to, any of
          the Obligations guaranteed hereby;

     (3)  any release, surrender, compromise, settlement, waiver, subordination
          or modification, with or without consideration, of any other
          guaranties with respect to the Guaranteed Obligations or any part
          thereof, or any other obligation of any person or entity with respect
          to the Guaranteed Obligations or any part thereof, or any
          nonperfection or invalidity of any direct or indirect security for the
          Guaranteed Obligations;

     (4)  any change in the corporate, partnership or other existence, structure
          or ownership of any Borrower or any other guarantor of any of the
          Guaranteed Obligations, or any insolvency, bankruptcy, reorganization
          or other similar proceeding affecting any Borrower or any other
          guarantor of the Guaranteed Obligations, or any of their respective
          assets or any resulting release or discharge of any obligation of any
          Borrower or any other guarantor of any of the Guaranteed Obligations;

     (5)  the existence of any claim, setoff or other rights which the
          Guarantors may have at any time against any Borrower, any other
          guarantor of any of the Guaranteed Obligations, the Administrative
          Agent, any holder of Obligations or any other Person, whether in
          connection herewith or in connection with any unrelated transactions,
          provided that nothing herein shall prevent the assertion of any such
          claim by separate suit or compulsory counterclaim;




                                       8
<PAGE>   166

     (6)  the enforceability or validity of the Guaranteed Obligations or any
          part thereof or the genuineness, enforceability or validity of any
          agreement relating thereto or any other invalidity or unenforceability
          relating to or against any Borrower or any other guarantor of any of
          the Guaranteed Obligations, for any reason related to the Credit
          Agreement, any Designated Hedging Agreement, any other Loan Document,
          or any provision of applicable law or regulation purporting to
          prohibit the payment by any Borrower or any other guarantor of the
          Guaranteed Obligations, of any of the Guaranteed Obligations;

     (7)  the failure of the Administrative Agent to take any steps to perfect
          and maintain any security interest in, or to preserve any rights to,
          any security or collateral for the Guaranteed Obligations, if any;

     (8)  the election by, or on behalf of, any one or more of the holders of
          Obligations, in any proceeding instituted under Chapter 11 of Title 11
          of the United States Code (11 U.S.C. 101 et seq.) (the "Bankruptcy
          Code"), of the application of Section 1111(b)(2) of the Bankruptcy
          Code;

     (9)  any borrowing or grant of a security interest by any Borrower, as
          debtor-in-possession, under Section 364 of the Bankruptcy Code;

     (10) the disallowance, under Section 502 of the Bankruptcy Code, of all or
          any portion of the claims of the holders of Obligations the
          Administrative Agent for repayment of all or any part of the
          Guaranteed Obligations;

     (11) the failure of any other Guarantor to sign or become party to this
          Guaranty or any amendment, change, or reaffirmation hereof; or

     (12) any other act or omission to act or delay of any kind by any Borrower,
          any other guarantor of the Guaranteed Obligations, the Administrative
          Agent, any holder of Obligations or any other Person or any other
          circumstance whatsoever which might, but for the provisions of this
          Section 4, constitute a legal or equitable discharge of any
          Guarantor's obligations hereunder.

XIII.  Discharge Only Upon Payment In Full: Reinstatement In Certain
Circumstances. Each of the Guarantors' obligations hereunder shall remain in
full force and effect until all Guaranteed Obligations shall have been paid in
full in cash and the Commitments and all Letters of Credit issued under the
Credit Agreement shall have terminated or expired. If at any time any payment of
the principal of or interest on any Advance or Reimbursement Obligation or any
other amount payable by the Borrower or any other party under the Credit
Agreement, any Designated Hedging Agreement or any other Loan Document is
rescinded or must be otherwise restored or returned upon the insolvency,
bankruptcy or reorganization of any Borrower or otherwise, each of the
Guarantors' obligations hereunder with respect to such payment shall be
reinstated as though such payment had been due but not made at such time.






                                       9
<PAGE>   167

XIV. General Waivers. Each of the Guarantors irrevocably waives acceptance
hereof, presentment, demand or action on delinquency, protest, the benefit of
any statutes of limitations and, to the fullest extent permitted by law, any
notice not provided for herein, as well as any requirement that at any time any
action be taken by any Person against any Borrower, any other guarantor of the
Guaranteed Obligations, or any other Person.
XV.  Subordination of Subrogation; Subordination of Intercompany Indebtedness.
     (1)  Subordination of Subrogation. Until the Guaranteed Obligations have
          been indefeasibly paid in full in cash, the Guarantors (i) shall have
          no right of subrogation with respect to such Guaranteed Obligations
          and (ii) waive any right to enforce any remedy which the Issuing
          Banks, holders of the Guaranteed Obligations or the Administrative
          Agent now have or may hereafter have against any Borrower, any
          endorser or any guarantor of all or any part of the Obligations or any
          other Person, and the Guarantors waive any benefit of, and any right
          to participate in, any security or collateral given to the holders of
          Guaranteed Obligations and the Administrative Agent to secure the
          payment or performance of all or any part of the Guaranteed
          Obligations or any other liability of the Borrowers to the holders of
          the Guaranteed Obligations. Should any Guarantor have the right,
          notwithstanding the foregoing, to exercise its subrogation rights,
          each Guarantor hereby expressly and irrevocably (A) subordinates any
          and all rights at law or in equity to subrogation, reimbursement,
          exoneration, contribution, indemnification or set off that the
          Guarantor may have to the indefeasible payment in full in cash of the
          Guaranteed Obligations and (B) waives any and all defenses available
          to a surety, guarantor or accommodation co-obligor until the
          Guaranteed Obligations are indefeasibly paid in full in cash. Each
          Guarantor acknowledges and agrees that this subordination is intended
          to benefit the Administrative Agent and the holders of the Guaranteed
          Obligations and shall not limit or otherwise affect such Guarantor's
          liability hereunder or the enforceability of this Guaranty, and that
          the Administrative Agent, the holders of the Guaranteed Obligations
          and their respective successors and assigns are intended third party
          beneficiaries of the waivers and agreements set forth in this Section
          7(a).

     (2)  Subordination of Intercompany Indebtedness. Each Guarantor agrees that
          any and all claims of such Guarantor against either any Borrower or
          any other Guarantor hereunder (each an "Obligor") with respect to any
          "Intercompany Indebtedness" (as hereinafter defined), any endorser,
          obligor or any other guarantor of all or any part of




                                       10
<PAGE>   168

          the Guaranteed Obligations, or against any of its properties shall be
          subordinate and subject in right of payment to the prior payment, in
          full and in cash, of all Guaranteed Obligations. Notwithstanding any
          right of any Guarantor to ask, demand, sue for, take or receive any
          payment from any Obligor, all rights, liens and security interests of
          such Guarantor, whether now or hereafter arising and howsoever
          existing, in any assets of any other Obligor shall be and are
          subordinated to the rights of the holders of the Guaranteed
          Obligations and the Administrative Agent in those assets. No Guarantor
          shall have any right to possession of any such asset or to foreclose
          upon any such asset, whether by judicial action or otherwise, unless
          and until all of the Guaranteed Obligations (other than contingent
          indemnity obligations) shall have been fully paid and satisfied (in
          cash) and all financing arrangements pursuant to any Loan Document or
          any Designated Hedging Agreement have been terminated. If all or any
          part of the assets of any Obligor, or the proceeds thereof, are
          subject to any distribution, division or application to the creditors
          of such Obligor, whether partial or complete, voluntary or
          involuntary, and whether by reason of liquidation, bankruptcy,
          arrangement, receivership, assignment for the benefit of creditors or
          any other action or proceeding, or if the business of any such Obligor
          is dissolved or if substantially all of the assets of any such Obligor
          are sold, then, and in any such event (such events being herein
          referred to as an "Insolvency Event"), any payment or distribution of
          any kind or character, either in cash, securities or other property,
          which shall be payable or deliverable upon or with respect to any
          indebtedness of any Obligor to any Guarantor ("Intercompany
          Indebtedness") shall be paid or delivered directly to the
          Administrative Agent for application on any of the Guaranteed
          Obligations, due or to become due, until such Guaranteed Obligations
          (other than contingent indemnity obligations) shall have first been
          fully paid and satisfied (in cash). Should any payment, distribution,
          security or instrument or proceeds thereof be received by the
          applicable Guarantor upon or with respect to the Intercompany
          Indebtedness after any Insolvency Event and prior to the satisfaction
          of all of the Guaranteed Obligations (other than contingent indemnity
          obligations) and the termination of all financing arrangements
          pursuant to any Loan Document and/or Designated Hedging Agreements,
          such Guarantor shall receive and hold the same in trust, as trustee,
          for the benefit




                                       11
<PAGE>   169

          of the holders of the Guaranteed Obligations and shall forthwith
          deliver the same to the Administrative Agent, for the benefit of such
          Persons, in precisely the form received (except for the endorsement or
          assignment of the Guarantor where necessary), for application to any
          of the Guaranteed Obligations, due or not due, and, until so
          delivered, the same shall be held in trust by the Guarantor as the
          property of the holders of the Guaranteed Obligations. If any such
          Guarantor fails to make any such endorsement or assignment to the
          Administrative Agent, the Administrative Agent or any of its officers
          or employees is irrevocably authorized to make the same. Each
          Guarantor agrees that until the Guaranteed Obligations (other than the
          contingent indemnity obligations) have been paid in full (in cash) and
          satisfied and all financing arrangements pursuant to any Loan Document
          or any Designated Hedging Agreement have been terminated, no Guarantor
          will assign or transfer to any Person (other than the Administrative
          Agent) any claim any such Guarantor has or may have against any
          Obligor.

XVI.      Contribution with Respect to Guaranteed Obligations.

          (1)  To the extent that any Guarantor shall make a payment under this
               Guaranty (a "Guarantor Payment") which, taking into account all
               other Guarantor Payments then previously or concurrently made by
               any other Guarantor, exceeds the amount which otherwise would
               have been paid by or attributable to such Guarantor if each
               Guarantor had paid the aggregate Guaranteed Obligations satisfied
               by such Guarantor Payment in the same proportion as such
               Guarantor's "Allocable Amount" (as defined below) (as determined
               immediately prior to such Guarantor Payment) bore to the
               aggregate Allocable Amounts of each of the Guarantors as
               determined immediately prior to the making of such Guarantor
               Payment, then, following indefeasible payment in full in cash of
               the Guaranteed Obligations and termination of the Credit
               Agreement and the Designated Hedging Agreements, such Guarantor
               shall be entitled to receive contribution and indemnification
               payments from, and be reimbursed by, each other Guarantor for the
               amount of such excess, pro rata based upon their respective
               Allocable Amounts in effect immediately prior to such Guarantor
               Payment.

          (2)  As of any date of determination, the "Allocable Amount" of any
               Guarantor shall be equal to the maximum amount of the claim which
               could then be recovered from such




                                       12
<PAGE>   170

          Guarantor under this Guaranty without rendering such claim voidable or
          avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or
          under any applicable state Uniform Fraudulent Transfer Act, Uniform
          Fraudulent Conveyance Act or similar statute or common law.

     (3)  This Section 8 is intended only to define the relative rights of the
          Guarantors, and nothing set forth in this Section 8 is intended to or
          shall impair the obligations of the Guarantors, jointly and severally,
          to pay any amounts as and when the same shall become due and payable
          in accordance with the terms of this Guaranty.

     (4)  The parties hereto acknowledge that the rights of contribution and
          indemnification hereunder shall constitute assets of the Guarantor or
          Guarantors to which such contribution and indemnification is owing.

     (5)  The rights of the indemnifying Guarantors against other Guarantors
          under this Section 8 shall be exercisable upon the full and
          indefeasible payment of the Guaranteed Obligations in cash and the
          termination of the Credit Agreement and the Designated Hedging
          Agreements.

XVII. Stay of Acceleration. If acceleration of the time for payment of any
amount payable by any Borrower under the Credit Agreement, any counterparty to
any Designated Hedging Agreement or any other Loan Document is stayed upon the
insolvency, bankruptcy or reorganization of any Borrower or any of their
Affiliates, all such amounts otherwise subject to acceleration under the terms
of the Credit Agreement, any Designated Hedging Agreement or any other Loan
Document shall nonetheless be payable by each of the Guarantors hereunder
forthwith on demand by the Administrative Agent. XVIII. Notices. All notices,
requests and other communications to any party hereunder shall be given in the
manner prescribed in Article XV of the Credit Agreement with respect to the
Administrative Agent at its notice address therein and with respect to any
Guarantor at the address set forth below or such other address or telecopy
number as such party may hereafter specify for such purpose by notice to the
Administrative Agent in accordance with the provisions of such Article XV.

          Notice Address for Guarantors:

                      c/o Chicago Bridge & Iron Company
                      1501 N. Division Street
                      Plainfield, Illinois  60544-8984
                      Attn:  Timothy J. Wiggins, Vice President & CFO
                      Fax:   (815) 439-6600
XIX. No Waivers. No failure or delay by the Administrative Agent or any holders
of Guaranteed Obligations in exercising any right, power or privilege hereunder
shall operate as a





                                       13
<PAGE>   171

waiver thereof nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies provided in this Guaranty, the Credit
Agreement, any Designated Hedging Agreement and the other Loan Documents shall
be cumulative and not exclusive of any rights or remedies provided by law.
XX.   Successors and Assigns. This Guaranty is for the benefit of the
Administrative Agent and the holders of Guaranteed Obligations and their
respective successors and permitted assigns, provided, that no Guarantor shall
have any right to assign its rights or obligations hereunder without the consent
of all of the Lenders, and any such assignment in violation of this Section 12
shall be null and void; and in the event of an assignment of any amounts payable
under the Credit Agreement, any Designated Hedging Agreement or the other Loan
Documents in accordance with the respective terms thereof, the rights hereunder,
to the extent applicable to the indebtedness so assigned, may be transferred
with such indebtedness. This Guaranty shall be binding upon each of the
Guarantors and their respective successors and assigns.
XXI.  Changes in Writing. Other than in connection with the addition of
additional Subsidiaries, which become parties hereto by executing a Supplement
hereto in the form attached as Annex I, neither this Guaranty nor any provision
hereof may be changed, waived, discharged or terminated orally, but only in
writing signed by each of the Guarantors and the Administrative Agent with the
consent of the Required Lenders under the Credit Agreement.
XXII. GOVERNING LAW. THE ADMINISTRATIVE AGENT ACCEPTS THIS GUARANTY, ON BEHALF
OF ITSELF AND THE LENDERS, AT CHICAGO, ILLINOIS BY ACKNOWLEDGING AND AGREEING TO
IT THERE. ANY DISPUTE BETWEEN ANY GUARANTOR AND THE ADMINISTRATIVE AGENT OR ANY
HOLDER OF GUARANTEED OBLIGATIONS ARISING OUT OF, CONNECTED WITH, RELATED TO, OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH, THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND WHETHER ARISING IN CONTRACT,
TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL
LAWS (INCLUDING ss.735 ILCS 105/5-1 ET SEQ. BUT OTHERWISE WITHOUT REGARD TO THE
CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS. XXIII. CONSENT TO
JURISDICTION; SERVICE OF PROCESS; JURY TRIAL.

          (A) EXCLUSIVE JURISDICTION. EXCEPT AS PROVIDED IN CLAUSE (B), EACH OF
THE PARTIES HERETO AGREES THAT ALL DISPUTES AMONG THEM ARISING OUT OF, CONNECTED
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN
CONNECTION WITH, THIS GUARANTY OR ANY OF THE OTHER LOAN DOCUMENTS WHETHER
ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED EXCLUSIVELY
BY FEDERAL COURTS LOCATED IN CHICAGO, ILLINOIS (UNLESS THE FEDERAL COURTS WILL
NOT ACCEPT JURISDICTION, IN WHICH CASE THEY SHALL BE RESOLVED EXCLUSIVELY BY
STATE COURTS LOCATED IN CHICAGO, ILLINOIS), BUT THE PARTIES HERETO ACKNOWLEDGE
THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED
OUTSIDE OF CHICAGO, ILLINOIS. EACH OF THE PARTIES HERETO WAIVES IN ALL DISPUTES
BROUGHT PURSUANT TO THIS CLAUSE (A) ANY OBJECTION THAT IT MAY HAVE TO THE
LOCATION OF THE COURT CONSIDERING THE DISPUTE.




                                       14
<PAGE>   172

          (B) OTHER JURISDICTIONS. EACH GUARANTOR AGREES THAT THE ADMINISTRATIVE
AGENT OR ANY HOLDER OF GUARANTEED OBLIGATIONS SHALL HAVE THE RIGHT TO PROCEED
AGAINST EACH GUARANTOR OR ITS RESPECTIVE PROPERTY IN A COURT IN ANY LOCATION TO
ENABLE SUCH PERSON TO (1) OBTAIN PERSONAL JURISDICTION OVER ANY GUARANTOR OR (2)
IN ORDER TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF SUCH
PERSON. EACH GUARANTOR AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE
COUNTERCLAIMS IN ANY PROCEEDING BROUGHT BY SUCH PERSON TO ENFORCE A JUDGMENT OR
OTHER COURT ORDER IN FAVOR OF SUCH PERSON. EACH GUARANTOR WAIVES ANY OBJECTION
THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH SUCH PERSON HAS COMMENCED
A PROCEEDING DESCRIBED IN THIS CLAUSE (B).

          (C) SERVICE OF PROCESS. EACH GUARANTOR WAIVES PERSONAL SERVICE OF ANY
PROCESS UPON IT AND IRREVOCABLY APPOINTS THE BORROWER AT ITS OFFICES LOCATED AT
1501 N. DIVISION STREET PLAINFIELD, ILLINOIS 60544-8984, AS EACH GUARANTOR'S
AGENT FOR THE PURPOSE OF ACCEPTING ANY WRITS, SERVICE OF PROCESS OR SUMMONSES IN
ANY SUIT, ACTION OR PROCEEDING ISSUED BY ANY COURT. NOTHING HEREIN SHALL IN ANY
WAY BE DEEMED TO LIMIT THE ABILITY OF THE AGENT OR THE HOLDERS OF THE GUARANTEED
OBLIGATIONS TO SERVE ANY SUCH WRITS, PROCESS OR SUMMONSES IN ANY OTHER MANNER
PERMITTED BY APPLICABLE LAW.

          (D) VENUE. EACH GUARANTOR IRREVOCABLY WAIVES ANY OBJECTION (INCLUDING,
WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON THE GROUNDS
OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF
ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH
IN ANY JURISDICTION SET FORTH ABOVE.

          (E) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY
WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER
SOUNDING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH,
RELATED TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN
CONNECTION WITH THIS GUARANTY OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
EXECUTED OR DELIVERED IN CONNECTION HEREWITH. EACH OF THE PARTIES HERETO AGREES
AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE
DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF THIS GUARANTY WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO
TRIAL BY JURY.

          (E) ADVICE OF COUNSEL. EACH OF THE PARTIES REPRESENTS TO EACH OTHER
PARTY HERETO THAT IT HAS DISCUSSED THIS AGREEMENT AND, SPECIFICALLY, THE
PROVISIONS OF THIS SECTION 15 WITH ITS COUNSEL.




                                       15
<PAGE>   173

XXIV.  Taxes, Expenses of Enforcement, etc.
A.     Taxes.

          (1)  Any and all payments by any of the Guarantors hereunder (whether
               in respect of principal, interest, fees or otherwise) shall be
               made free and clear of and without deduction for any and all
               present or future taxes, levies, imposts, deductions, charges or
               withholdings or any interest, penalties and liabilities with
               respect thereto including those arising after the date hereof as
               a result of the adoption of or any change in any law, treaty,
               rule, regulation, guideline or determination of a Governmental
               Authority or any change in the interpretation or application
               thereof by a Governmental Authority but excluding, in the case of
               each Lender and the Administrative Agent, such taxes (including
               income taxes, franchise taxes and branch profit taxes) as are
               imposed on or measured by such Lender's or the Administrative
               Agent's, as the case may be, net income by the United States of
               America or any Governmental Authority of the jurisdiction under
               the laws of which such Lender or the Administrative Agent, as the
               case may be, is organized (all such non-excluded taxes, levies,
               imposts, deductions, charges, withholdings, and liabilities which
               the Administrative Agent or a Lender determines to be applicable
               to this Guaranty, the other Loan Documents, the Revolving Loan
               Commitments, the Loans or the Letters of Credit being hereinafter
               referred to as "Taxes"). If any Guarantor shall be required by
               law to deduct or withhold any Taxes from or in respect of any sum
               payable hereunder to any holder of Obligations, (i) the sum
               payable shall be increased as may be necessary so that after
               making all required deductions or withholdings (including
               deductions applicable to additional sums payable under this
               Section 16(A)) such Lender or Administrative Agent (as the case
               may be) receives an amount equal to the sum it would have
               received had no such deductions or withholdings been made, (ii)
               the applicable Guarantor shall make such deductions or
               withholdings, and (iii) the applicable Guarantor shall pay the
               full amount deducted or withheld to the relevant taxation
               authority or other authority in accordance with applicable law.
               If a withholding tax of the United States of America or any other
               Governmental Authority shall be or become applicable (y) after
               the date of this Guaranty, to such payments by the applicable
               Guarantor made to the Lending Installation or any other office
               that a Lender may claim as its Lending Installation, or (z) after
               such Lender's selection and designation of any other Lending
               Installation, to such payments made to such other Lending
               Installation, such Lender shall use reasonable efforts to make,
               fund and maintain the affected Loans through another Lending
               Installation of such Lender in another jurisdiction so as to
               reduce the applicable Guarantor's liability hereunder, if the
               making, funding or maintenance of such Loans through such other
               Lending Installation of such Lender does not, in the judgment of
               such Lender, otherwise adversely affect such Loans, or
               obligations under the Commitments of such Lender.





                                       16
<PAGE>   174

          (2)  In addition, each of the Guarantors agrees to pay any present or
               future stamp or documentary taxes or any other excise or property
               taxes, charges, or similar levies which arise from any payment
               made hereunder, or from the execution, delivery or registration
               of, or otherwise with respect to, this Guaranty, the other Loan
               Documents, the Commitments, the Loans or the Letters of Credit
               (hereinafter referred to as "Other Taxes").

          (3)  Subject to the exceptions in the Credit Agreement, each of the
               Guarantors indemnifies each Lender and the Administrative Agent
               for the full amount of Taxes and Other Taxes (including, without
               limitation, any Taxes or Other Taxes imposed by any Governmental
               Authority on amounts payable under this Section 16(A)) paid by
               such Lender or the Administrative Agent (as the case may be) and
               any liability (including penalties, interest, and expenses)
               arising therefrom or with respect thereto, whether or not such
               Taxes or Other Taxes were correctly or legally asserted. This
               indemnification shall be made within thirty (30) days after the
               date such Lender or the Administrative Agent (as the case may be)
               makes written demand therefor. If the Taxes or Other Taxes with
               respect to which any Guarantor has made either a direct payment
               to the taxation or other authority or an indemnification payment
               hereunder are subsequently refunded to any Lender, such Lender
               will return to the applicable Guarantor an amount equal to the
               lesser of the indemnification payment or the refunded amount. A
               certificate as to any additional amount payable to any Lender or
               the Administrative Agent under this Section 16(A) submitted to
               the applicable Guarantor and the Administrative Agent (if a
               Lender is so submitting) by such Lender or the Administrative
               Agent shall show in reasonable detail the amount payable and the
               calculations used to determine such amount and shall, absent
               manifest error, be deemed presumptively correct. With respect to
               such deduction or withholding for or on account of any Taxes and
               to confirm that all such Taxes have been paid to the appropriate
               Governmental Authorities, the applicable Guarantor or Guarantors
               shall promptly (and in any event not later than thirty (30) days
               after receipt) furnish to each Lender and the Administrative
               Agent such certificates, receipts and other documents as may be
               required (in the reasonable judgment of such Lender or the
               Administrative Agent) to establish any tax credit to which such
               Lender or the Administrative Agent may be entitled.

          (4)  Within thirty (30) days after the date of any payment of Taxes or
               Other Taxes by any Guarantor, the applicable Guarantor shall
               furnish to the Administrative Agent the original or a certified
               copy of a receipt evidencing payment thereof.

          (5)  Without prejudice to the survival of any other agreement of the
               Guarantors hereunder, the agreements and obligations of the
               Guarantors contained in this Section 16(A) shall survive the
               payment in full of all Guaranteed Obligations and the termination
               of this Guaranty.




                                       17
<PAGE>   175

B.     Expenses of Enforcement, Etc. Subject to the terms of the Credit
       Agreement, after the occurrence of a Default under the Credit
       Agreement, the Lenders shall have the right at any time to direct the
       Administrative Agent to commence enforcement proceedings with respect
       to the Guaranteed Obligations. The Guarantors agree to reimburse the
       Administrative Agent and the holders of Obligations for any costs and
       out-of-pocket expenses (including reasonable attorneys' fees and time
       charges of attorneys for the Administrative Agent and the holders of
       Obligations, which attorneys may be employees of the Administrative
       Agent or the holders of Obligations) paid or incurred by the
       Administrative Agent or any holders of Obligation in connection with
       the collection and enforcement of amounts due under the Loan
       Documents, including without limitation this Guaranty. The
       Administrative Agent agrees to distribute payments received from any
       of the Guarantors hereunder to the holders of Obligations on a pro
       rata basis for application in accordance with the terms of the Credit
       Agreement.

XXV.   Judgment Currency. If, for the purposes of obtaining judgment in any
court, it is necessary to convert a sum due from any Guarantor hereunder in the
currency expressed to be payable herein (the "specified currency") into another
currency, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent could
purchase the specified currency with such other currency at the Administrative
Agent's main office in Chicago, Illinois on the Business Day preceding that on
which the final, non-appealable judgment is given. The obligations of each
Guarantor in respect of any sum due to the Administrative Agent, for itself and
the other Lenders, hereunder or under any other Loan Document shall,
notwithstanding any judgment in a currency other than the specified currency, be
discharged only to the extent that on the Business Day following receipt by the
Administrative Agent of any sum adjudged to be so due in such other currency the
Administrative Agent may in accordance with normal, reasonable banking
procedures purchase the specified currency with such other currency. If the
amount of the specified currency so purchased is less than the sum originally
due to the Administrative Agent, on behalf of itself or any Lender, in the
specified currency, each Guarantor agrees, to the fullest extent that it may
effectively do so, as a separate obligation and notwithstanding any such
judgment, to indemnify the Administrative Agent against such loss.
XXVI.  Setoff.  At any time after all or any part of the Guaranteed Obligations
have become due and payable (by acceleration or otherwise), each holder of
Obligations and the Administrative Agent may, without notice to any Guarantor
and regardless of the acceptance of any security or collateral for the payment
hereof, appropriate and apply toward the payment of all or any part of the
Guaranteed Obligations (i) any indebtedness due or to become due from such
holder of Obligations or the Administrative Agent to any Guarantor, and (ii) any
moneys, credits or other property belonging to any Guarantor, at any time held
by or coming into the possession of such holder of Obligations or the
Administrative Agent or any of their respective affiliates.
XXVII. Financial Information. Each Guarantor hereby assumes responsibility for
keeping itself informed of the financial condition of the Borrowers and any and
all endorsers and/or other Guarantors of all or any part of the Guaranteed
Obligations, and of all other circumstances bearing upon the risk of nonpayment
of the Guaranteed Obligations, or any part thereof, that diligent inquiry would
reveal, and each Guarantor hereby agrees that none of the holders of Obligations
or the Administrative Agent shall have any duty to advise such Guarantor of
information known to any of them regarding such condition or any such
circumstances. In the




                                       18
<PAGE>   176

event any holder of Obligations or the Administrative Agent, in its sole
discretion, undertakes at any time or from time to time to provide any such
information to a Guarantor, such holder of Obligations or the Administrative
Agent shall be under no obligation (i) to undertake any investigation not a part
of its regular business routine, (ii) to disclose any information which such
holder of Obligations or the Administrative Agent, pursuant to accepted or
reasonable commercial finance or banking practices, wishes to maintain
confidential or (iii) to make any other or future disclosures of such
information or any other information to such Guarantor.
XXVIII. Severability.  Wherever possible, each provision of this Guaranty shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Guaranty shall be prohibited by or invalid under
such law, such provision shall be ineffective to the extent of such prohibition
or invalidity without invalidating the remainder of such provision or the
remaining provisions of this Guaranty.
XXIX.   Merger. This Guaranty represents the final agreement of each of the
Guarantors with respect to the matters contained herein and may not be
contradicted by evidence of prior or contemporaneous agreements, or subsequent
oral agreements, between the Guarantor and any holder of Obligations or the
Administrative Agent.

XXX.    Headings.  Section headings in this Guaranty are for convenience of
reference only and shall not govern the interpretation of any provision of this
Guaranty.






                                       19
<PAGE>   177
          IN WITNESS WHEREOF, the Initial Guarantors has caused this Guaranty to
be duly executed by its authorized officer as of the day and year first above
written.

                                        CHICAGO BRIDGE & IRON COMPANY
                                        By: _______________________________
                                            Name
                                            Its:

                                        CHICAGO BRIDGE & IRON COMPANY (DELAWARE)

                                        By: _______________________________
                                            Name
                                            Its:

                                        CB&I CONSTRUCTORS, INC.

                                        By: _______________________________
                                            Name
                                            Its:

                                        CBI SERVICES, INC.

                                        By: _______________________________
                                            Name
                                            Its:

                                        HORTON CBI, LIMITED

                                        By: _______________________________
                                            Name
                                            Its:

                                        CBI VENEZOLANO, S.A.

                                        By: _______________________________
                                            Name
                                            Its:

                                        CBI EASTERN ANSTALT

                                        By: _______________________________
                                            Name
                                            Its:

<PAGE>   178

                                        CBI CONSTRUCTORS PTY, LTD.

                                        By: _______________________________
                                            Name
                                            Its:

                                        LEALAND FINANCE COMPANY B.V.

                                        By: _______________________________
                                            Name
                                            Its:

                                        CBI (EUROPE) B.V.

                                        By: _______________________________
                                            Name
                                            Its:

                                        CB&I TYLER COMPANY

                                        By: _______________________________
                                            Name
                                            Its:



<PAGE>   179
                               ANNEX I TO GUARANTY

     Reference is hereby made to the Guaranty (the "Guaranty") made as of the
1st day of December, 2000, by and among CHICAGO BRIDGE & IRON COMPANY, a
Delaware corporation, CHICAGO BRIDGE & IRON cOMPANY (DELAWARE), a Delaware
corporation, CB&I TYLER COMPANY, a Delaware corporation, CB&I CONSTRUCTORS,
INC., a Texas corporation, CBI SERVICES, INC., a Delaware corporation, HORTON
CBI, LIMITED, a corporation organized under the laws of Canada, CBI VENEZOLANO,
S.A., a corporation organized under the laws of the Republic of Venezuela, CBI
EASTERN ANSTALT, a corporation organized under the laws of the Principality of
Liechtenstein, CBI CONSTRUCTORS PTY, LTD., a corporation organized under the
laws of the Commonwealth of Australia, LEALAND FINANCE COMPANY B.V., a
corporation organized under the laws of the Kingdom of the Netherlands, CB&I
EUROPE B.V., a corporation organized under the laws of the Kingdom of the
Netherlands, ARABIAN GULF MATERIAL SUPPLY COMPANY, LTD., a corporation organized
under the laws of the Cayman Islands, ASIA PACIFIC SUPPLY CO., a corporation
organized under the laws of Delaware, CBI COMPANY LTD., a corporation organized
under the laws of Delaware, CBI CONSTRUCCIONES S.A., a corporation organized
under the laws of Argentina, CBI CONSTRUCTORS LIMITED, a corporation organized
under the laws of the United Kingdom, CBI HOLDINGS (U.K.) LIMITED, a corporation
organized under the laws of England and Wales, CBI OVERSEAS, LLC, a limited
liability company organized under the laws of Delaware, CENTRAL TRADING COMPANY,
LTD., a corporation organized under the laws of Delaware, CHICAGO BRIDGE & IRON
(ANTILLES) N.V., a corporation organized under the laws of Curacao, CHICAGO
BRIDGE & IRON COMPANY B.V., a corporation organized under the laws of the
Netherlands, CMP HOLDINGS B.V., a corporation organized under the laws of the
Netherlands, and PACIFIC RIM MATERIAL SUPPLY COMPANY, LTD., a corporation
organized under the laws of the Cayman Islands (the "Initial Guarantors" and
along with any additional Subsidiaries which become parties to this Guaranty by
executing a Supplement hereto in the form attached as Annex I, the "Guarantors")
in favor of the Administrative Agent under the Credit Agreement. Capitalized
terms used herein and not defined herein shall have the meanings given to them
in the Guaranty. By its execution below, the undersigned [NAME OF NEW
GUARANTOR], a [corporation] [partnership] [limited liability company], agrees to
become, and does hereby become, a Guarantor under the Guaranty and agrees to be
bound by such Guaranty as if originally a party thereto. By its execution below,
the undersigned represents and warrants as to itself that all of the
representations and warranties contained in Section 2 of the Guaranty are true
and correct in all respects as of the date hereof.

     IN WITNESS WHEREOF, [NAME OF NEW GUARANTOR], a [corporation] [partnership]
[limited liability company] has executed and delivered this Annex I counterpart
to the Guaranty as of this __________ day of _________, ____.

[NAME OF NEW GUARANTOR]


By:____________________________________
Title:_________________________________


<PAGE>   180
                                    EXHIBIT J

                                       TO

                                CREDIT AGREEMENT


                           FORM OF REVOLVING LOAN NOTE

$_______________                                          Chicago, Illinois
                                                          [DATE]

     FOR VALUE RECEIVED, the undersigned, CHICAGO BRIDGE & IRON COMPANY N.V., a
corporation organized under the laws of the Kingdom of the Netherlands (the
"Borrower"), HEREBY UNCONDITIONALLY PROMISES TO PAY to the order of
[______________] (the "Lender") the principal sum of [_______________] AND
NO/100 DOLLARS ($[_____________]), or, if less, the aggregate unpaid amount of
all "Revolving Loans" (as defined in the Credit Agreement referred to below)
made by the Lender to such Borrower pursuant to the "Credit Agreement" (as
defined below), on the "Termination Date" (as such term is defined in the Credit
Agreement) or on such earlier date as may be required by the terms of the Credit
Agreement. Capitalized terms used herein and not otherwise defined herein are as
defined in the Credit Agreement.

          The undersigned Borrower promises to pay interest on the unpaid
principal amount of each Revolving Loan made to it from the date of such
Revolving Loan until such principal amount is paid in full at a rate or rates
per annum determined in accordance with the terms of the Credit Agreement.
Interest hereunder is due and payable at such times and on such dates as set
forth in the Credit Agreement.

          At the time of each Revolving Loan, and upon each payment or
prepayment of principal of each Revolving Loan, the Lender shall make a notation
either on the schedule attached hereto and made a part hereof, or in such
Lender's own books and records, in each case specifying the amount of such
Revolving Loan, the respective Interest Period thereof (in the case of
Eurodollar Rate Loans) or the amount of principal paid or prepaid with respect
to such Revolving Loan, as applicable; provided that the failure of the Lender
to make any such recordation or notation shall not affect the Obligations of the
undersigned Borrower hereunder or under the Credit Agreement.

          This Revolving Loan Note is one of the promissory notes referred to
in, and is entitled to the benefits of, that certain Credit Agreement dated as
of December 1, 2000 by and among Chicago Bridge & Iron Company N.V., the
Subsidiary Borrowers from time to time parties thereto (collectively, the
"Borrowers"), the financial institutions from time to time parties thereto as
lenders (the "Lenders"), and Bank One, NA (having its principal office in
Chicago, IL), as contractual representative for itself and the other Lenders
(the "Administrative Agent") (as the same may be amended, restated, supplemented
or otherwise modified from time to time, the "Credit Agreement"). The Credit
Agreement, among other things, (i) provides for the making of Revolving Loans by
the Lender to the undersigned Borrower and the other Borrowers under the Credit
Agreement from time to time in an aggregate amount not to exceed at any time
outstanding the Dollar Amount first above mentioned, the indebtedness of the
undersigned Borrower resulting from each such Revolving Loan to it being
evidenced by this Revolving Loan Note, and (ii) contains provisions for
acceleration of the maturity hereof upon the happening of certain stated events
and also for prepayments of the principal hereof prior to the maturity hereof
upon the terms and conditions therein specified.




<PAGE>   181

          Demand, presentment, protest and notice of nonpayment and protest are
hereby waived by the Borrower.

          Whenever in this Revolving Loan Note reference is made to the
Administrative Agent, the Lender or the Borrower, such reference shall be deemed
to include, as applicable, a reference to their respective successors and
assigns. The provisions of this Revolving Loan Note shall be binding upon and
shall inure to the benefit of said successors and assigns. The Borrower's
successors and assigns shall include, without limitation, a receiver, trustee or
debtor in possession of or for the Borrower.

          This Revolving Loan Note shall be interpreted, and the rights and
liabilities of the parties hereto determined, in accordance with the internal
laws (including Section 735 ILCS 105/5-1 et seq. but otherwise without regard to
the conflicts of laws provisions) of the State of Illinois.

                                  CHICAGO BRIDGE & IRON COMPANY
                                  N.V., as the Company
                                  By:  CHICAGO BRIDGE & IRON COMPANY B.V.
                                  Its:  Managing Director


                                  By:___________________________
                                      Name:
                                      Title:  Managing Director





                                       2
<PAGE>   182
             SCHEDULE OF REVOLVING LOANS AND PAYMENTS OR PREPAYMENTS


                                                Amount of
                                                Principal   Unpaid
       Amount of  Type of         Interest      Paid or     Principal   Notation
Date   Loan       Loan Currency   Period/Rate   Prepaid     Balance     Made By
----   ---------  -------------   -----------   -------     ---------   --------

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

<PAGE>   183
                                    EXHIBIT K

                                       TO

                                CREDIT AGREEMENT

                            FORM OF ASSUMPTION LETTER

                                                       _____________, 20__


To the Administrative Agent and the Lenders party to the
Credit Agreement referred
to below

Ladies and Gentlemen:

          Reference is made to that certain Credit Agreement dated as of
December 1, 2000 by and among Chicago Bridge & Iron Company N.V., the Subsidiary
Borrowers from time to time parties thereto, the financial institutions from
time to time parties thereto as lenders (the "Lenders"), and Bank One, NA
(having its principal office in Chicago, IL), as contractual representative for
itself and the other Lenders (the "Administrative Agent") (as the same may be
amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"). Terms defined in the Credit Agreement and used herein are
used herein as defined therein.

          The undersigned, ______________ (the "Subsidiary"), a __________
[corporation], wishes to become a "Subsidiary Borrower" under the Credit
Agreement, and accordingly hereby agrees that from the date hereof it shall
become a "Subsidiary Borrower" under the Credit Agreement and agrees that from
the date hereof and until the payment in full of the principal of and interest
on all Advances made to it under the Credit Agreement and performance of all of
its other obligations thereunder, and termination hereunder of its status as a
"Subsidiary Borrower" as provided below, it shall perform, comply with and be
bound by each of the provisions of the Credit Agreement which are stated to
apply to a "Borrower" or a "Subsidiary Borrower." Without limiting the
generality of the foregoing, the Subsidiary hereby represents and warrants that:
(i) each of the representations and warranties set forth in Sections 6.1, 6.2,
6.3 and 6.18 of the Credit Agreement is hereby made by such Subsidiary on and as
of the date hereof as if made on and as of the date hereof and as if such
Subsidiary is the "Borrower" and this Assumption Letter is the "Agreement"
referenced therein, and (ii) it has heretofore received a true and correct copy
of the Credit Agreement (including any modifications thereof or supplements or
waivers thereto) as in effect on the date hereof. In addition, the Subsidiary
hereby authorizes each of the Borrowers to act on its behalf as and to the
extent provided for in Article II of the Credit Agreement in connection with the
selection of Types and Interest Periods for Advances and the conversion and
continuation of Advances.

          So long as the principal of and interest on all Advances made to the
Subsidiary Borrower under the Credit Agreement shall have been repaid or paid in
full, all Letters of Credit issued for the account of the Subsidiary Borrower
have expired or been returned and terminated and all other obligations of the
Subsidiary Borrower under this Agreement shall have been fully performed, the
Company may, by not less than five Business Days' prior notice to the
Administrative Agent (who shall promptly notify the Lender thereof) terminate
its status as a "Subsidiary Borrower."




<PAGE>   184

          CHOICE OF LAW. THIS ASSUMPTION LETTER SHALL BE CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (INCLUDING 735 ILCS 105/5-1 ET SEQ. BUT OTHERWISE WITHOUT
REGARD TO CONFLICTS OF LAW PROVISIONS) OF THE STATE OF ILLINOIS, BUT GIVING
EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

          IN WITNESS WHEREOF, the Subsidiary has duly executed and delivered
this Assumption Letter as of the date and year first above written.



                              [Name of Subsidiary Borrower]


                              By: _______________________________________
                              Title: ____________________________________
                              Address for Notices under the Credit Agreement:



Consented to:
CHICAGO BRIDGE & IRON COMPANY N.V.


By: ___________________________________
Name: _________________________________
Title: ________________________________





                                       2
<PAGE>   185
                                    EXHIBIT L

                                       TO

                                CREDIT AGREEMENT


                          FORM OF DESIGNATION AGREEMENT

                                                 Dated __________, 20__

          Reference is made to the Credit Agreement dated as of December 1, 2000
(as amended or otherwise modified from time to time, the "Credit Agreement")
among Chicago Bridge & Iron Company N.V., a corporation organized under the laws
of the Kingdom of the Netherlands (the "Company"), the Subsidiary Borrowers from
time to time party thereto (together with the Company, collectively, the
"Borrowers"), the lenders from time to time party thereto (the "Lenders"), and
Bank One, NA (having its principal office in Chicago, IL), as Administrative
Agent, ________________. Terms defined in the Credit Agreement are used herein
as therein defined.

          _________ (the "Designating Lender"), ____________ (the "Designated
Lender"), and the Company, on behalf of itself and the other Borrowers, agree as
follows:

1.   The Designating Lender hereby designates the Designated Lender, and the
     Designated Lender hereby accepts such designation, as its Designated Lender
     under the Credit Agreement.

2.   The Designating Lender makes no representations or warranty and assumes no
     responsibility with respect to the financial condition of the Borrowers or
     the performance or observance by the Borrowers of any of its obligations
     under the Credit Agreement or any other instrument or document furnished
     pursuant thereto.

3.   The Designated Lender (i) confirms that it has received a copy of the
     Credit Agreement, together with copies of the financial statements referred
     to in Article VII thereof and such other documents and information as it
     has deemed appropriate to make its own credit analysis and decision to
     enter into this Designation Agreement; (ii) agrees that it will,
     independently and without reliance upon the Administrative Agent, the
     Designating Lender 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 any action it may be permitted
     to take under the Credit Agreement; (iii) confirms that it is an Eligible
     Designated Lender; (iv) appoints and authorizes the Designating Lender as
     its administrative agent and attorney-in-fact and grants the Designating
     Lender an irrevocable power of attorney to receive payments made for the
     benefit of the Designated Lender under the Credit Agreement and to deliver
     and receive all communications and notices under the Credit Agreement, if
     any, that Designated Lender is obligated to deliver or has the right to
     receive thereunder; (v) acknowledges that it is subject to and bound by the
     confidentiality provisions of the Credit Agreement (except as permitted
     under Section 14.5 thereof); and (vi) acknowledges that the Designating
     Lender retains the sole right and responsibility to vote under the Credit
     Agreement, including, without limitation, the right to approve any
     amendment, modification or waiver of any provision of the Credit Agreement,
     and agrees that the Designated Lender shall be bound by all such votes,
     approvals, amendments, modifications and waivers and all other agreements
     of the Designating Lender pursuant to or in connection with the Credit
     Agreement.



<PAGE>   186

4.   Following the execution of this Designation Agreement by the Designating
     Lender, the Designated Lender and the Company, it will be delivered to the
     Administrative Agent for acceptance and recording by the Administrative
     Agent. The effective Date of this Designation Agreement shall be the date
     of acceptance thereof by the Administrative Agent, unless otherwise
     specified on the signature page hereto (the "Effective Date").

5.   Upon such acceptance and recording by the Administrative Agent, as of the
     Effective Date (a) the Designated Lender shall have the right to make Loans
     as a Lender pursuant to Section 2.1 or 2.2 of the Credit Agreement and the
     rights of a Lender related thereto and (b) the making of any such Loans by
     the Designated Lender shall satisfy the obligations of the Designating
     Lender under the Credit Agreement to the same extent, and as if, such Loans
     were made by the Designating Lender.

6.   This Designation Agreement shall be governed by, and construed in
     accordance with, the internal laws (including ss.735 ILCS 105/5-1 et seq.
     but otherwise without regard to the conflicts of laws provisions) of the
     State of Illinois.

          IN WITNESS WHEREOF, the parties have caused this Designation Agreement
to be executed by their respective officers hereunto duly authorized, as of the
date first above written.

Effective Date(4):

                                    [NAME OF DESIGNATING LENDER]

                                    By:  ______________________________
                                    Name:  ____________________________
                                    Title:  ___________________________


                                    [NAME OF DESIGNATED LENDER]

                                    By:  ______________________________
                                    Name:  ____________________________
                                    Title:  ___________________________


                                    CHICAGO BRIDGE & IRON COMPANY N.V.

                                    By:  ______________________________
                                    Name:  ____________________________
                                    Title:  ___________________________


_________________
(4) This date should be no earlier than the date of acceptance by the
    Administrative Agent.





                                       2
<PAGE>   187
Accepted and Approved this
____ day of ________, ____

BANK ONE, NA (having its principal place
of business in Chicago, IL), as Administrative
Agent


By:  _______________________________
Title:  ____________________________









                                       3
<PAGE>   188
                                    EXHIBIT M

                                       TO

                                CREDIT AGREEMENT


                        FORM OF COMMITMENT AND ACCEPTANCE

                                                 Dated __________, 2000

     Reference is made to the Credit Agreement dated as of December 1, 2000
among Chicago Bridge & Iron Company N.V., a corporation organized under the law
of the Kingdom of the Netherlands (the "Company"), the Subsidiary Borrowers from
time to time party thereto (together with the Company, collectively, the
"Borrowers"), the financial institutions party thereto (the "Lenders") and Bank
One, NA, having its principal place of business in Chicago, Illinois, as
contractual representative for the Lenders (the "Administrative Agent") (as the
same may be amended, restated, supplemented or otherwise modified from time to
time, the "Credit Agreement"). Terms defined in the Credit Agreement are used
herein with the same meaning.

     Pursuant to Section 2.5(C) of the Credit Agreement, the Company has
requested an increase in the Aggregate Commitment from $______________ to
$_____________. Such increase in the Aggregate Commitment is to become effective
on the date (the "Effective Date") which is the later of (i) _________, ____ and
(ii) the date on which the conditions precedent set forth in Section 2.5(C) in
respect of such increase have been satisfied. In connection with such requested
increase in the Aggregate Commitment, the Borrowers, the Administrative Agent
and _________________ (the "Accepting Bank") hereby agree as follows:

     1.  Effective as of the Effective Date, [the Accepting Bank shall become a
party to the Credit Agreement as a Lender and shall have all of the rights and
obligations of a Lender thereunder and shall thereupon have a Commitment under
and for purposes of the Credit Agreement in an amount equal to the] [the
Commitment of the Accepting Bank under the Credit Agreement shall be increased
from $_________ to the] amount set forth opposite the Accepting Bank's name on
the signature page hereof.

     [2. The Accepting Bank hereby (i) confirms that it has received a copy of
the Credit Agreement, together with copies of the financial statements and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Commitment and Acceptance
Agreement; (ii) agrees that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement;
(iii) appoints and authorizes the Administrative Agent to take such action as
contractual representative on its behalf and to exercise such powers under the
Credit Agreement and the other Loan Documents as are delegated to the
Administrative Agent by the terms thereof, together with such powers as are
reasonably incidental thereto; and (iv) agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the
Credit Agreement are required to be performed by it as a Lender]

     3.  The Company on behalf of all of the Borrowers hereby represents and
warrants that as of the date hereof and as of the Effective Date, no event shall
have occurred and then be continuing which constitutes a Default or an Unmatured
Default.



                                       4
<PAGE>   189

     4.  THIS COMMITMENT AND ACCEPTANCE AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS (INCLUDING SECTION 735 ILCS
105/5-1 ET SEQ. BUT OTHERWISE WITHOUT REGARD TO THE CONFLICTS OF LAWS
PROVISIONS) OF THE STATE OF ILLINOIS.

     5.  This Commitment and Acceptance Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have caused this Commitment and
Acceptance Agreement to be executed by their respective officers thereunto duly
authorized, as of the date first above written.

                                    CHICAGO BRIDGE & IRON COMPANY N.V.


                                    By:  ______________________________
                                    Title:  ___________________________


                                    BANK ONE, NA, as Administrative Agent

                                    By:  ______________________________
                                    Title:  ___________________________

COMMITMENT                          ACCEPTING BANK


$ ____________                      [BANK]


                                    By:  ______________________________
                                    Title:  ___________________________



                                       5
<PAGE>   190
                          Reaffirmations of Guarantors

     Each of the undersigned hereby acknowledges receipt of the foregoing
Commitment and Acceptance. Capitalized terms used in this Reaffirmation and not
defined herein shall have the meanings given to them in the Credit Agreement
referred to in the foregoing Commitment and Acceptance. Without in any way
establishing a course of dealing by the Administrative Agent or any Lender, the
undersigned reaffirms the terms and conditions of the Guaranty dated as of
December 1, 2000 executed by it and acknowledges and agrees that such Guaranty
and each and every other Loan Document executed by the undersigned in connection
with the Credit Agreement remain in full force and effect and are hereby
ratified, reaffirmed and confirmed. All references to the Credit Agreement
contained in the above-referenced documents shall be a reference to the Credit
Agreement as so amended by the Commitment and Acceptance and as the same may
from time to time hereafter be amended, modified or restated. The failure of any
Guarantor to sign this Reaffirmation shall not release, discharge or otherwise
affect the obligations of any of the Guarantors hereunder or under the Guaranty.



                                   [SIGNATURE BLOCKS FOR GUARANTORS]





                                        6