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                                                                    EXHIBIT 10.2

                      AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDED AND RESTATED CREDIT AGREEMENT is made by and among PICCADILLY
CAFETERIAS, INC. ("BORROWER"), and the financial institutions listed on the
signature pages of this Agreement, effective as of December 21, 2000. This
Agreement amends and restates the Credit Agreement dated as of June 24, 1998, as
amended, between the Borrower and all or some of the financial institutions
listed on the signature pages of this Agreement (the "EXISTING CREDIT
AGREEMENT"). In connection with a restructuring and refinancing of indebtedness
under the Existing Credit Agreement, the Borrower has requested that the
Existing Credit Agreement be amended and restated and the financial institutions
listed on the signature pages of this Agreement have agreed to amend and restate
the Existing Credit Agreement on the following terms and conditions.

                                    ARTICLE I
                                  GENERAL TERMS

Section 1.01 Terms Defined Above. As used in this Agreement, the term "EXISTING
CREDIT AGREEMENT" and "BORROWER" shall have the meanings indicated above.

Section 1.02 Certain Definitions. As used in this Agreement, the following terms
shall have the meanings indicated, unless the context otherwise requires:

         "ACQUIRED DEBT" means Debt of a Person existing at the time such Person
         is merged with or into the Borrower or a Restricted Subsidiary or
         becomes a Restricted Subsidiary, other than Debt incurred in connection
         with, or in contemplation of, such Person merging with or into the
         Borrower or a Restricted Subsidiary or becoming a Restricted
         Subsidiary; provided, that Debt of such other Person that is redeemed,
         defeased, retired or otherwise repaid at the time, or immediately upon
         consummation of the transaction by which such other Person is merged
         with or into the Borrower or a Restricted Subsidiary or becomes a
         Restricted Subsidiary shall not be Acquired Debt.

         "ADJUSTED LONDON INTERBANK OFFERED RATE" means, as applicable to any
         Interest Period, a rate per annum equal to the quotient obtained
         (rounded upward, if necessary, to the next higher 1/100th of 1%) by
         dividing (a) the applicable London Interbank Offered Rate for such
         Interest Period by (b) 1.00 minus the Euro-Dollar Reserve Percentage.
         The Adjusted London Interbank Offered Rate shall be adjusted
         automatically on, and as of, the effective date of any change in any
         applicable London Interbank Offered Rate and any change in the
         Euro-Dollar Reserve Percentage.

         "ADMINISTRATIVE AGENT" means initially, HIBERNIA NATIONAL BANK, acting
         in its capacity as the commercial bank appointed as Administrative
         Agent under Article XII of this Agreement, and any successor
         Administrative Agent appointed in accordance with the provisions of
         Article XII.

         "ADVANCE" means a disbursement of proceeds under the Credit Facility,
         including any payment made to or on behalf of a beneficiary under a
         Letter of Credit.

            AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 1 of 85 Pages
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         "AFFILIATE" of any specified Person means any other Person directly or
         indirectly controlling or controlled by or under direct or indirect
         common control with such specified Person. For purposes of this
         definition, "control" (including, with correlative meanings, the terms
         "controlling," "controlled by" and "under common control with"), as
         used with respect to any Person, shall mean (a) the possession,
         directly or indirectly, of the power to direct or cause the direction
         of the management or policies of such Person, whether through the
         ownership of voting securities, by agreement or otherwise; (b) in the
         case of a corporation, beneficial ownership of 10% or more of any class
         of Capital Stock or such Person; and (c) in the case of an individual
         (i) members of such Person's immediate family (including parents,
         spouse, children and siblings of such individual) and (ii) trusts, any
         trustee or beneficiaries of which are such Person or members of such
         Person's immediate family.

         "AGREEMENT" means this Amended and Restated Credit Agreement, as this
         Amended and Restated Credit Agreement may be amended or modified from
         time to time.

         "APPLICABLE MARGIN" means the percentage points added to the Prime Rate
         to determine the applicable interest rate for Base Rate Loans and the
         percentage points added to the Adjusted London Interbank Offered Rate
         to determine applicable interest rates for Euro-Dollar Loans.
         Applicable Margins are calculated in accordance with the provisions of
         Section 2.04 of this Agreement.

         "ASSET DISPOSITION" means any sale, lease, transfer or other
         disposition (or series of related sales, leases, transfers or
         dispositions), whether or not the foregoing constitutes an "Asset
         Sale", and includes any disposition resulting from a casualty event or
         the exercise of any right of condemnation or expropriation other than a
         disposition of inventory in the ordinary course of business.

         "ASSET SALE" means any sale, lease, transfer or other disposition (or
         series of related sales, leases, transfers or dispositions) of shares
         of Capital Stock of a Restricted Subsidiary (other than directors'
         qualifying shares), property or other assets, including by way of a
         sale/leaseback transaction (each referred to for the purposes of this
         definition as a "disposition"), by the Borrower or any of its
         Restricted Subsidiaries (including any disposition by means of merger,
         consolidation or similar transaction) in a single transaction or a
         series of related transactions, provided that such transaction or
         series of transactions (a) has a fair market value in excess of
         $1,000,000.00 or (b) results in the payment of Net Proceeds in excess
         of $1,000,000.00. Notwithstanding the foregoing, the following
         transactions will be deemed not to be Asset Sales: (i) a disposition by
         a Restricted Subsidiary to the Borrower or by the Borrower or a
         Restricted Subsidiary to a Wholly Owned Subsidiary, (ii) a disposition
         of property or assets, including inventory, in the ordinary course of
         business, (iii) for purposes of Section 7.37 of this Agreement
         ("Limitation on Asset Sales") only, a disposition that is permitted by
         Section 7.29 of this Agreement ("Limitation on Restricted Payments"),
         (iv) the sale, lease, transfer or other disposition of all or
         substantially all the properties or assets of the Borrower as permitted
         under Section 7.35 of this Agreement ("Limitation on Mergers"), (v) the
         grant of Liens permitted under Section 7.28 of this Agreement
         ("Limitation on Liens") and (vi) sales of obsolete or worn-out
         equipment; provided that an exchange of assets transaction or series



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         of related exchange of assets transactions (each an "EXCHANGE
         TRANSACTION") shall not be considered an "Asset Sale" if the assets
         received are related to the business of the Borrower or its Restricted
         Subsidiaries; provided that (1) in the event an Exchange Transaction
         involves an aggregate value in excess of $1,000,000.00, the terms of
         such Exchange Transaction shall have been approved by a majority of the
         disinterested members of the Board of Directors, (2) in the event such
         Exchange Transaction involves an aggregate value in excess of
         $5,000,000.00, the Borrower shall have received a written opinion from
         a nationally recognized independent investment banking firm that the
         Borrower has received consideration equal to the fair market value of
         the assets disposed of and (3) any assets to be received shall be
         comparable to those being exchanged as determined in good faith by the
         Board of Directors.

         "ASSIGNEE" has the meaning set forth in Section 14.04(c) of this
         Agreement.

         "BANK" and "BANKS" mean individually, collectively and interchangeably,
         each holder of any Note and their respective Assignees, subject to the
         provisions of Section 14.04 of this Agreement.

         "BASE RATE" means, for any Base Rate Loan, for any day, the rate per
         annum equal to the Prime Rate, plus the Applicable Margin. For purposes
         of determining the Base Rate for any day, changes in the Prime Rate
         shall be effective on the date of each such change.

         "BASE RATE LOAN" means all portions of the outstanding Advances that
         the Borrower has not designated as part of a Euro-Dollar Loan and those
         portions of the outstanding Advances that the Borrower is not entitled
         to designate as part of a Euro-Dollar Loan.

         "BOARD OF DIRECTORS" means the board of directors or any duly
         constituted committee of any corporation or of a corporate general
         partner of a partnership and any similar body empowered to direct the
         affairs of any other entity.

         "CAPITAL LEASE OBLIGATION" means, as to any Person, the obligations of
         such Person under a lease that are required to be classified and
         accounted for as capital lease obligations under GAAP, and the amount
         of such obligations at any date shall be the capitalized amount of such
         obligations at such date, determined in accordance with GAAP.

         "CAPITAL STOCK" means (a) with respect to any Person that is a
         corporation, any and all shares, interests, participations, rights or
         other equivalents (however designated) of corporate stock, and (b) with
         respect to any other Person, any and all partnership or other entity
         interests of such Person.

         "CASH BALANCES" means, as of any date, the unrestricted balances of
         cash and Cash Equivalents available to the Borrower and cash and Cash
         Equivalents pledged to the Collateral Agent to secure the Indebtedness,
         the Indenture Obligations and the Term Loan Obligations.

         "CASH EQUIVALENTS" means (a) securities issued by the United States of
         America or any agency or instrumentality thereof, (b) time deposits and
         certificates of deposit and


            AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 3 of 85 Pages
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         commercial paper issued by the parent corporation of any domestic
         commercial bank of recognized standing having capital and surplus in
         excess of $250,000,000 and commercial paper issued by others rated at
         least A-1 or the equivalent thereof by Standard & Poor's Ratings
         Services or at least P-1 or the equivalent thereof by Moody's Investors
         Service, Inc. and in each case maturing within one year after the date
         of acquisition, (c) investments in money market funds substantially all
         of whose assets comprise securities of the types described in clauses
         (a) and (b) above, and (d) repurchase obligations with a term of not
         more than seven (7) days for underlying securities of the type
         described in clause (a) above entered into with any financial
         institution meeting the qualifications specified in clause (b) above.

         "CERCLA" means the Comprehensive Environmental Response Compensation
         and Liability Act, 42 U.S.C. Section 9601, et seq., and its
         implementing regulations and amendments.

         "CERCLIS" means the Comprehensive Environmental Response Compensation
         and Liability Information System established pursuant to CERCLA.

         "CHANGE OF CONTROL" means (a) the transfer (in one transactions or a
         series of transactions) of all or substantially all of the Borrower's
         assets to any Person or group, (b) the liquidation or dissolution of
         the Borrower or the adoption of a plan by the stockholders of the
         Borrower relating to the dissolution or liquidation of the Borrower,
         (c) the acquisition by any Person or group, except for one or more
         Existing Holders, of beneficial ownership, directly or indirectly, of
         more than 30% of the aggregate ordinary voting power of the total
         outstanding Voting Stock of the Borrower, or (d) during any period of
         two consecutive years, Continuing Directors cease for any reason to
         constitute a majority of the Board of Directors of the Borrower then
         still in office.

         "CHANGE OF LAW" shall have the meaning set forth in Section 11.02 of
         this Agreement.

         "COLLATERAL" means the properties and rights described in the Security
         Documents as security for the Indebtedness, the Indenture Obligations
         and the Term Loan Obligations.

         "COLLATERAL AGENT" means initially, HIBERNIA NATIONAL BANK, acting in
         its capacity as the commercial bank appointed as Collateral Agent under
         Article XIII of this Agreement, and any successor Collateral Agent
         appointed in accordance with the provisions of Article XIII of this
         Agreement and Article V of the Intercreditor Agreement.

         "COMMITMENT" means, with respect to each Bank, the maximum dollar
         amount of the Note made payable to each Bank, as such amount may be
         reduced from time to time pursuant to Section 3.10.

         "COMPLIANCE CERTIFICATE" means a instrument executed by the chief
         financial officer of the Borrower or other person acceptable to the
         Administrative Agent, in a form acceptable to the Administrative Agent,
         certifying that the representations and warranties set forth in this
         Agreement are true and correct, in all material respects, as of the
         date of execution of the instrument (unless expressly relating to an
         earlier date), certifying compliance with the financial covenants
         included in Article VIII and listing results of each covenant
         calculation


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         as of the fiscal quarter ending prior to execution of the instrument
         (or an earlier date, if required for pro forma compliance), and further
         certifying that, as of the date of execution of the instrument, no
         Default or Event of Default exists under this Agreement.

         "CONSOLIDATED CAPITAL EXPENDITURES" means, with respect to any Person
         (the "referent Person") for any period, the sum of all capital
         expenditures incurred during such period by such Person and its
         subsidiaries, as determined in accordance with GAAP.

         "CONSOLIDATED EBITDA" means, with respect to any Person (the "referent
         Person") for any period, Consolidated Net Income of such Person and its
         subsidiaries for such period, determined in accordance with GAAP, plus
         (to the extent such amounts are deducted in calculating Consolidated
         Net Income of such Person for such period, and without duplication),
         Consolidated Interest Expense, income tax expense, amortization,
         depreciation, provisions for unit closings, asset impairment charges
         and other non-cash charges that are non-recurring and extraordinary,
         amortization of goodwill, deferred financing fees and other
         intangibles, and non-cash stock-based compensation expense, and minus
         (to the extent such amounts are added in calculating Consolidated Net
         Income of such Person for such period, and without duplication) income
         that is non-recurring and extraordinary.

         "CONSOLIDATED EBITDAR" means, with respect to any Person (the "referent
         Person") for any period, Consolidated EBITDA of such Person for such
         period, plus regularly scheduled payment obligations of such Person and
         its subsidiaries under all leases and rental agreements for the period
         (including, without limitation, any and all payment obligations of such
         Person and its subsidiaries with respect to minimum and contingent rent
         expenses and common area maintenance charges, but expressly excluding
         any and all prepayments under any leases or rental agreements) of such
         Person and its subsidiaries for the period.

         "CONSOLIDATED FIXED CHARGES" with respect to any Person (the "referent
         Person") for any period, as of the date of determination, the sum
         (without duplication) of (a) Consolidated Interest Expense for the
         period, (b) regularly scheduled payment obligations of such Person and
         its subsidiaries under all leases and rental agreements for the period
         (including, without limitation, any and all payment obligations of such
         Person and its subsidiaries with respect to minimum and contingent rent
         expenses and common area maintenance charges, but expressly excluding
         any and all prepayments under any leases or rental agreements), (c)
         cash taxes of such Person and its subsidiaries for the period, and (d)
         the aggregate of Indenture or Term Loan Principal Repayments made under
         the Excess Cash Flow Put (both voluntary and involuntary).

         "CONSOLIDATED INTEREST EXPENSE" means, with respect to any Person for
         any period, the consolidated interest expense, net of interest income,
         of such Person and its subsidiaries for such period, whether paid or
         accrued (including amortization of original issue discount, non-cash
         interest payments and the interest component of Capital Lease
         Obligations but excluding amortization of deferred financing costs and
         debt issuance costs), to the extent such expense was deducted in
         computing Consolidated Net Income of

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         such Person for such period, in each case to the extent attributable to
         such period and excluding items eliminated in consolidation.

         "CONSOLIDATED NET INCOME" means, with respect to any Person (the
         "referent Person") for any period, the aggregate of the Net Income of
         such Person and its subsidiaries for such period, determined on a
         consolidated basis in accordance with GAAP; provided, that (a) the Net
         Income of any Person that is not a Restricted Subsidiary or that is
         accounted for by the equity method of accounting will be included in
         calculating the referent Person's Consolidated Net Income only to the
         extent of the amount of dividends or distributions paid during such
         period to the referent Person or a Wholly Owned Subsidiary of the
         referent Person, (b) the Net Income of any Person acquired in a pooling
         of interests transaction for any period prior to the date of such
         acquisition will be excluded, and (c) the Net Income of any subsidiary
         will be excluded to the extent that declarations of dividends or
         similar distributions by that subsidiary of such Net Income are not at
         the time permitted, directly or indirectly, by operation of the terms
         of its organization documents or any agreement, instrument, judgment,
         decree, order, statute, rule or governmental regulation applicable to
         that subsidiary or its owners.

         "CONSOLIDATED NET WORTH" means, with respect to any Person, the total
         stockholders' equity of such Person determined on a consolidated basis
         in accordance with GAAP, adjusted to exclude (to the extent included in
         calculating such equity), (a) the amount of any such stockholders'
         equity attributable to Disqualified Stock of such Person and its
         consolidated subsidiaries, (b) all upward revaluations and other
         write-ups in the book value of any asset of such Person or a
         consolidated subsidiary of such Person subsequent to the date of this
         Agreement, and (c) all Investments, after the date of this Agreement,
         in Persons that are not consolidated Restricted Subsidiaries.

         "CONSOLIDATED TANGIBLE NET WORTH" means, with respect to any Person,
         the Consolidated Net Worth of such Person, adjusted to exclude (to the
         extent included in calculating Consolidated Net Worth), (a) all assets
         that would be treated as intangible assets for balance sheet
         presentation purposes under GAAP, including, without limitation,
         goodwill (whether representing the excess of costs over book value of
         assets acquired, or otherwise), trademarks, copyrights, patents and
         technologies, and unamortized debt discount and expense, (b) to the
         extent not included in (a), any amount at which shares of Capital Stock
         of such Person appear as an asset on the balance sheet of such Person,
         (c) loans or advances to stockholders, directors, officers or employees
         of that Person or any of its subsidiaries; (d) an amount equal to the
         difference between the deferred tax assets of such Person and the
         deferred tax liabilities of such Person, and (e) dividends declared but
         not paid by such Person.

         "CONSOLIDATED TOTAL FUNDED DEBT" means, at any date, the Debt of the
         Borrower and all Restricted Subsidiaries as of such date; provided
         that, for purposes of this definition only, in determining Consolidated
         Total Funded Debt: (a) undrawn amounts of bankers' acceptances and
         letters of credit shall be disregarded (clause (a)(vi) in the
         definition of Debt), and (b) Hedging Obligations shall be disregarded
         (clause (a)(viii) in the definition of Debt).

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         "CONSOLIDATED TOTAL FUNDED DEBT NET OF CASH BALANCES" means, as of the
         end of each fiscal quarter, the average Consolidated Total Funded Debt
         for the five (5) Domestic Business Days prior to the fiscal quarter
         end, minus the average Cash Balances for the same five (5) Domestic
         Business Days prior to the fiscal quarter end.

         "CONTINUING DIRECTORS" means (a) individuals who at the beginning of
         such period were directors of the Borrower and (b) any director whose
         election by the Board of Directors of the Borrower or whose nomination
         for election by the stockholders of the Borrower was approved by a
         majority of the Continuing Directors then still in office.

         "CREDIT FACILITY" means the financial accommodations that the Banks
         agree to extend to the Borrower as described in Article III of this
         Agreement.

         "DEBT" of any Person means (without duplication) (a) all liabilities
         and obligations, contingent or otherwise, of such Person (i) in respect
         of borrowed money (whether or not the recourse of the lender is to the
         whole of the assets of such Person or only to a portion thereof), (ii)
         evidenced by bonds, debentures, notes or other similar instruments,
         (iii) representing the deferred purchase price of property or services
         (other than liabilities incurred in the ordinary course of business
         which are not more than 90 days past due), (iv) created or arising
         under any conditional sale or other title retention agreement with
         respect to property acquired by such Person (even though the rights and
         remedies of the seller or lender under such agreement in the event of
         default are limited to repossession or sale of such property), (v) as
         lessee in respect of Capital Lease Obligations, (vi) under bankers'
         acceptance and letter of credit facilities, (vii) to purchase, redeem,
         retire, defease or otherwise acquire for value any Disqualified Stock,
         or (viii) in respect of Hedging Obligations, (b) all liabilities and
         obligations of others of the type described in clause (a) above that
         are Guaranteed by such Person, and (c) all liabilities and obligations
         of others of the type described in clause (a) above that are secured by
         (or for which the holder of such Debt has an existing right, contingent
         or otherwise, to be secured by) any Lien on property (including,
         without limitation, accounts and contract rights) owned by such Person;
         provided, that the amount of such Debt shall (to the extent such Person
         has not assumed or become liable for the payment of such Debt in full)
         be the lesser of (1) the fair market value of such property at the time
         of determination and (2) the amount of such Debt. The amount of Debt of
         any Person at any date shall be the outstanding balance at such date of
         all unconditional obligations as described above and the maximum
         liability, upon the occurrence of the contingency giving rise to the
         obligation, of any contingent obligations at such date.

         "DEBT LIMIT LEVERAGE RATIO" means, as of any date of determination, the
         ratio of (a) all Debt and Disqualified Stock of the Borrower and its
         Restricted Subsidiaries outstanding on such date (and including without
         duplication all Debt or Disqualified Stock, if any, being incurred on
         such date) to (b) (i) Indenture EBITDA of the Borrower and its
         Restricted Subsidiaries for the Borrower's most recently ended four
         full fiscal quarters for which internal financial statements are
         available immediately preceding such date of determination (determined
         on a pro forma basis, including a pro forma application of the net
         proceeds therefrom), as if such Debt had been acquired or such
         Disqualified Stock had been issued, as the case may be, at the
         beginning of such four-quarter period, (ii) minus all

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         Consolidated Capital Expenditures of the Borrower and its Restricted
         Subsidiaries during such four-quarter period. In calculating the Debt
         Limit Leverage Ratio for any period, pro forma effect shall be given
         to: (a) the incurrence, assumption, Guarantee, repayment, repurchase,
         redemption or retirement by the Borrower or any of its Subsidiaries of
         any Debt or Disqualified Stock subsequent to the commencement of the
         period for which the Debt Limit Leverage Ratio is being calculated but
         on or prior to the date on which the event for which the calculation is
         being made, as if the same had occurred at the beginning of the
         applicable period; and (b) the occurrence of any Asset Disposition
         during such period by reducing Indenture EBITDA for such period by an
         amount equal to the Indenture EBITDA (if positive) directly
         attributable to the assets sold as if the same had occurred at the
         beginning of the applicable period. For purposes of calculating
         Indenture EBITDA, acquisitions that have been made be the Borrower or
         any of its Restricted Subsidiaries subsequent to the commencement of
         such period but on or prior to the date on which the event for which
         the calculation is being made shall be given effect on a pro forma
         basis, assuming that all such acquisitions had occurred on the first
         day of such period. Without limiting the foregoing, the financial
         information of the Borrower with respect to any portion of such four
         fiscal quarters that falls before the date of this Agreement shall be
         adjusted to give pro forma effect to the incurrence of the Indenture
         Obligations and the Term Loan Obligations and the application of the
         proceeds therefrom as if such transactions had occurred at the
         beginning of such four fiscal quarters.

         "DEFAULT" means the occurrence of any of the events specified in
         Article IX of this Agreement, whether or not any requirement for notice
         or lapse of time or other condition precedent has been satisfied.

         "DEFAULT RATE" means, with respect to any Advance, on any day, the sum
         of 2.000 percentage points plus the then highest interest rate
         (including the Applicable Margin) which may be applicable to any
         outstanding balance due under the Notes.

         "DESIGNATED BANK" and "DESIGNATED BANKS" means and includes HIBERNIA
         NATIONAL BANK and BRANCH BANKING AND TRUST COMPANY. The designation of
         a Bank as a Designated Bank under this Agreement may not be transferred
         or assigned without the prior written consent of the Borrower.

         "DISQUALIFIED STOCK" means any Equity Interest that either by its terms
         (or by the terms of any security into which it is convertible or for
         which it is exchangeable) is or upon the happening of an event would be
         required to be redeemed or repurchased prior to the Expiration Date or
         is redeemable at the option of the Holder thereof at any time prior to
         such final stated maturity; provided, however, that any Capital Stock
         that would constitute Disqualified Stock solely because the holders
         thereof (or of any security into which it is convertible or for which
         it is exchangeable) upon the occurrence of any of the events
         constituting an Asset Sale or a Change of Control shall not constitute
         Disqualified Stock if such Capital Stock (and all such securities into
         which it is convertible or for which it is exchangeable) provides that
         the issuer thereof will not repurchase or redeem any such Capital Stock
         (or any such security into which it is convertible or for which it is


            AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 8 of 85 Pages
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         exchangeable) pursuant to such provisions prior to compliance by the
         Borrower with the provisions of Section 7.37 ("Limitation on Asset
         Sales") of this Agreement.

         "DOLLARS" means dollars in lawful currency of the United States of
         America.

         "DOMESTIC BUSINESS DAY" means a day on which commercial banks are open
         for business in Baton Rouge, Louisiana, excluding Saturdays and
         Sundays.

         "EBITDA CONTRIBUTION" means, for each asset (or group of assets) of
         Borrower and its Restricted Subsidiaries that is subject to an Asset
         Sale and that identifiably contributes to the Consolidated EBITDA of
         the Borrower, the percentage contributed by such asset (or group of
         assets) to Consolidated EBITDA during the four (4) fiscal quarters
         preceding the date of the Asset Sale. An EBITDA Contribution percentage
         point calculation shall be made for each Asset Sale that includes an
         asset (or group of assets) that identifiably contributes to the
         Consolidated EBITDA of the Borrower as of the date of the Asset Sale.
         The aggregate of the separate EBITDA Contribution percentage point
         calculations for each such Asset Sale, as of the date of such Asset
         Sale, shall be used to determine compliance with the requirements of
         Section 7.37(a).

         "EQUITY INTERESTS" means Capital Stock or warrants, options or other
         rights to acquire Capital Stock (but excluding any debt security that
         is convertible into, or exchangeable for, Capital Stock).

         "ENVIRONMENTAL AUTHORITY" means any foreign, federal, state, local or
         regional government that exercises any form of jurisdiction or
         authority under any Environmental Requirement.

         "ENVIRONMENTAL AUTHORIZATIONS" means all licenses, permits, orders,
         approvals, notices, registrations or other legal prerequisites for
         conducting the business of the Borrower or any Subsidiary required by
         any Environmental Requirement.

         "ENVIRONMENTAL JUDGMENTS AND ORDERS" means all judgments, decrees or
         orders arising from or in any way associated with any Environmental
         Requirements, whether or not entered upon consent or written agreements
         with an Environmental Authority or other entity arising from or in any
         way associated with any Environmental Requirement, whether or not
         incorporated in a judgment, decree or order.

         "ENVIRONMENTAL LIABILITIES" means any liabilities, whether accrued,
         contingent or otherwise, arising from and in any way associated with
         any Environmental Requirements.

         "ENVIRONMENTAL NOTICES" means notice from any Environmental authority
         or by any other person or entity, of possible or alleged noncompliance
         with or liability under any Environmental Requirement, including
         without limitation any complaints, citations, demands or requests from
         any Environmental Authority or from any other person or entity for
         correction of any violation of any Environmental Requirement or any
         investigations concerning any violation of any Environmental
         Requirement.


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         "ENVIRONMENTAL PROCEEDINGS" means any judicial or administrative
         proceedings arising from or in any way associated with any
         Environmental Requirement.

         "ENVIRONMENTAL RELEASES" means releases as defined in CERCLA or under
         any applicable state or local environmental law or regulation.

         "ENVIRONMENTAL REQUIREMENTS" means any legal requirement relating to
         health, safety or the environment and applicable to the Borrower, any
         Subsidiary or the Properties, including but not limited to any such
         requirement under CERCLA or similar state legislation and all federal,
         state and local laws, ordinances, regulations, orders, writs, decrees
         and common law.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
         amended.

         "EURO-DOLLAR BUSINESS DAY" means any Domestic Business Day on which
         dealings in Dollar deposits are carried out in the London interbank
         market.

         "EURO-DOLLAR LOAN" means that portion of the outstanding balances due
         under the Notes that bears interest at a rate based upon the London
         Interbank Offered Rate.

         "EURO-DOLLAR RATE" means, for the applicable Interest Period for each
         Euro-Dollar Loan, the rate per annum equal to the Adjusted London
         Interbank Offered Rate as of two (2) Euro-Dollar Business Days prior to
         the commencement of the applicable Interest Period, plus the Applicable
         Margin.

         "EURO-DOLLAR RESERVE PERCENTAGE" means for any day that percentage
         (expressed as a decimal) which is in effect on such day, as prescribed
         by the Board of Governors of the Federal Reserve System (or any
         successor) for determining the maximum reserve requirement for a member
         bank of the Federal Reserve System in respect of "Eurocurrency
         liabilities" (or in respect of any other category of liabilities which
         includes deposits by reference to which the interest rate on
         Euro-Dollar Loans is determined or any category of extensions of credit
         or other assets which includes loans by a non-United States office of
         any Bank to United States residents).

         "EVENT OF DEFAULT" means any of the Events of Default set forth below
         in the section titled "EVENTS OF DEFAULT."

         "EXCESS CASH FLOW" shall mean for any fiscal year, Indenture EBITDA for
         the Borrower and its Restricted Subsidiaries for such year, minus each
         of the following: (a) Consolidated Interest Expense for the Borrower
         and its Restricted Subsidiaries for such year, (b) income tax expense
         for such year, and (c) all Consolidated Capital Expenditures of the
         Borrower and its Restricted Subsidiaries made during such year.

         "EXCESS CASH FLOW PUT" means the obligation and right of the Borrower
         under the Indenture and the Term Loan Credit Agreement, if any, to
         offer to repurchase notes issued under the Indenture and the Term Loan
         Credit Agreement.

         "EXCESS RESTRICTED PAYMENTS" means, for any period, the aggregate
         amount of Restricted Payments, if any, made by the Borrower and its
         Restricted Subsidiaries during


           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 10 of 85 Pages
<PAGE>   11

         the period, provided, however, Excess Restricted Payments shall not
         include Restricted Payments that, in the aggregate from the date of
         this Agreement, do not exceed the Restricted Payments Threshold.

         "EXISTING HOLDERS" means the holders of the Common Stock of the
         Borrower on the date of this Agreement or any of their Affiliates.

         "EXISTING LETTERS OF CREDIT" means the outstanding Letters of Credit
         issued by the Letter of Credit Issuer under the Existing Credit
         Agreement.

         "EXPIRATION DATE" means the earlier of (i) in the event an Event of
         Default occurs, the date the Administrative Agent or the Banks demand
         repayment, in full, of the aggregate unpaid principal amount of all
         Advances then outstanding and all accrued unpaid interest, together
         with all other applicable fees, costs and charges, if any, not yet
         paid, or (ii) three (3) years after the date of this Agreement;
         provided, however, that the Borrower shall have the option for one (1)
         two-year extension, subject to the approval of ALL of the Banks (not
         only the Required Banks).

         "FEDERAL FUNDS RATE" means, for any day, the rate per annum (rounded
         upward, if necessary, to the next higher 1/100th of 1%) 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 by the Federal Reserve Bank of New
         York on the Domestic Business Day next succeeding such day, provided
         that (d) if the day for which such rate is to be determined is not a
         Domestic Business Day, the Federal Funds Rate for such day shall be
         such rate on such transactions on the next preceding Domestic Business
         Day as so published on the next succeeding Domestic Business Day, and
         (e) if such rate is not so published for any day, the Federal Reserve
         Rate for such day shall be the average rate charged to HIBERNIA
         NATIONAL BANK on such day as determined by the Administrative Agent.

         "FEE SIMPLE PROPERTIES" means the real (immovable) properties owned by
         the Borrower or its Restricted Subsidiaries that is included in the
         Collateral.

         "FEE SIMPLE VALUES" means values for Fee Simple Properties established
         by appraisals prepared for the Fee Simple Properties, at the expense of
         the Borrower, in form and substance satisfactory to the Administrative
         Agent, in its sole discretion, including applicable regulatory
         requirements. The Administrative Agent and the Banks acknowledge and
         agree that the appraisals presently in the possession of the
         Administrative Agent may be used to establish Fee Simple Values for up
         to six (6) months after the date of this Agreement and that the
         Borrower will only be required to pay for new appraisals to establish
         Fee Simple Values only once during the three-year period after the date
         of this Agreement and only if an Asset Sale that includes any of the
         Fee Simple Properties is to occur six (6) months after the date of this
         Agreement.

         "GAAP" means generally accepted accounting principles set forth in the
         opinions and pronouncements of the Accounting Principles Board of the
         American Institute of Certified Public Accountants and statements and
         pronouncements of the Financial Accounting Standards Board or in such
         other statements by such other entity as approved by a


           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 11 of 85 Pages
<PAGE>   12

         significant segment of the accounting profession, and in the rules and
         regulations of the Commission, that are in effect on the date of this
         Agreement.

         "GUARANTEE" means a guarantee (other than by endorsement of negotiable
         instruments for collection in the ordinary course of business), direct
         or indirect, in any manner (including, without limitation, letters of
         credit and reimbursement agreements in respect thereof), of all or any
         part of any Debt.

         "GUARANTORS" means all direct or indirect current and future domestic
         Restricted Subsidiaries.

         "HAZARDOUS MATERIALS" means and includes, without limitation, (a) solid
         or hazardous waste, as defined in the Resource Conservation and
         Recovery Act of 1980, 42 U.S.C. Section 6901, et seq., and its
         implementing regulations and amendments, or in any applicable state or
         local law or regulation, (b) any "hazardous substance," "pollutant" or
         "contaminant," as defined in CERCLA, or in any applicable state or
         local law or regulation, (c) gasoline, or any petroleum product or
         by-product, including crude oil or any fraction thereof, (d) toxic
         substances, as defined in the Toxic Substances Control Act of 1976, or
         in any applicable state or local law or regulation, and (e)
         insecticides, fungicides, or rodenticides, as defined in the Federal
         Insecticides, Fungicides, Or Rodenticides Act of 1975, or in any
         applicable state or local law or regulation, as each such Act, statute
         or regulation may be amended from time to time.

         "HEDGING OBLIGATIONS" means for any Person the net obligations in
         respect of termination payments owing (or which would be owed assuming
         a hypothetical termination as of any date of determination) under any
         interest rate swap agreement, interest rate cap agreement or other
         financial agreement or arrangement designed to fix the interest rate on
         any variable rate Debt otherwise permitted by this Agreement.

         "INDEBTEDNESS" means and includes any and all present and future
         liabilities and/or obligations of every nature and kind whatsoever that
         the Borrower may now and in the future owe to or incur in favor of the
         Banks under the Credit Facility, this Agreement and any of the other
         Loan Documents, whether such liabilities and/or obligations are direct
         or indirect, or by way of assignment, and whether related or unrelated,
         or whether committed or purely discretionary, and whether absolute or
         contingent, voluntary or involuntary, determined or undetermined,
         liquidated or unliquidated, due or to become due, together with
         interest, costs, expenses, attorneys' fees and other fees and charges,
         whether or not any such Indebtedness may be barred under any statute of
         limitations or may be otherwise unenforceable or voidable for any
         reason.

         "INDENTURE" means, collectively, the Indenture dated as of December 21,
         2000, and the notes issued under the Indenture, also secured by the
         Collateral, and other documents and instruments executed by the
         Borrower and others in connection with issuance of notes by the
         Borrower under the Indenture.

         "INDENTURE EBITDA" means, with respect to any Person (the "referent
         Person") for any period, Indenture Net Income of such Person and its
         subsidiaries for such period, determined in accordance with GAAP, plus
         (to the extent such amounts are deducted in



           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 12 of 85 Pages
<PAGE>   13

         calculating such Indenture Net Income of such Person for such period,
         and without duplication) Consolidated Interest Expense, income tax
         expense, amortization, depreciation and any non-cash income or charges
         (including, without limitation, non-cash charges, amortization of
         goodwill, deferred financing fees and other intangibles, and losses or
         gains from discontinued operations and non-cash stock based
         compensation expense).

         "INDENTURE NET INCOME" means, with respect to any Person for any
         period, the net income (loss) of such Person and its subsidiaries for
         such period, determined on a consolidated basis in accordance with
         GAAP, excluding any gain (or loss), together with any related provision
         for taxes on such gain (but not loss), realized in connection with any
         Asset Sales, and excluding any extraordinary gain (or loss), together
         with any related provision for taxes on such gain (but not loss).

         "INDENTURE OBLIGATIONS" means and includes any and all principal,
         interest and premiums, if any, on the notes due in 2007 issued under
         the Indenture and all other present and future liabilities and/or
         obligations of every nature and kind whatsoever that the Borrower may
         now and in the future owe to or incur under the Indenture, whether such
         liabilities and/or obligations are direct or indirect, or by way of
         assignment, and whether related or unrelated, or whether committed or
         purely discretionary, and whether absolute or contingent, voluntary or
         involuntary, determined or undetermined, liquidated or unliquidated,
         due or to become due, together with interest, costs, expenses,
         attorneys' fees and other fees and charges, whether or not any such
         Indenture Obligations may be barred under any statute of limitations or
         may be otherwise unenforceable or voidable for any reason.

         "INDENTURE OR TERM LOAN PRINCIPAL REPAYMENT" means and includes any and
         all repurchases, redemptions, defeasements, retirements, acquisitions
         or other repayments of principal under the Indenture Obligations or the
         Term Loan Obligations, including premiums.

         "INTERCREDITOR AGREEMENT" means the Intercreditor and Collateral Agency
         Agreement executed or to be executed among the Banks, the
         Administrative Agent, the Collateral Agent, the trustee under the
         Indenture, and the agent under the Term Loan Credit Agreement, as the
         same may be amended, supplemented or modified from time to time.

         "INTEREST COVERAGE RATIO" means, for any period, the ratio of (a)
         Indenture EBITDA of the Borrower for such period less Consolidated
         Capital Expenditures made by the Borrower and its Restricted
         Subsidiaries during such period, to (b) Consolidated Interest Expense
         of the Borrower for such period. In calculating the Interest Coverage
         Ratio for any period, pro forma effect shall be given to: (i) the
         incurrence, assumption, Guarantee, repayment, repurchase, redemption or
         retirement by the Borrower or any of its Subsidiaries of any Debt
         subsequent to the commencement of the period for which the Interest
         Coverage Ratio is being calculated but on or prior to the date on which
         the event for which the calculation is being made, as if the same had
         occurred at the beginning of the applicable period; and (ii) the
         occurrence of any Asset Disposition during such period by reducing
         Indenture EBITDA for such period by an amount equal to the Indenture
         EBITDA (if positive) directly attributable to the assets sold and by
         reducing Consolidated

           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 13 of 85 Pages
<PAGE>   14

         Interest Expense by an amount equal to the Consolidated Interest
         Expense directly attributable to any Debt assumed by third parties or
         repaid with the proceeds of such Asset Sale, in each case as if the
         same had occurred at the beginning of the applicable period. For
         purposes of calculating both Indenture EBITDA and Consolidated Interest
         Expense, acquisitions that have been made by the Borrower or any of its
         Restricted Subsidiaries subsequent to the commencement of such period
         but on or prior to the date on which the event for which the
         calculation is being made shall be given effect on a pro forma basis,
         assuming that all such acquisitions had occurred on the first day of
         such period. Without limiting the foregoing, the financial information
         of the Borrower with respect to any portion of such four fiscal
         quarters that falls before the date of this Agreement shall be adjusted
         to give pro forma effect to the incurrence of the Indenture Obligations
         and the Term Loan Obligations and the application of the proceeds
         therefrom as if they had occurred at the beginning of such four fiscal
         quarters.

         "INTEREST PERIOD" means, with respect to any Euro-Dollar Loan, the
         period commencing on the date such Euro-Dollar Loan is made and ending
         on the numerically corresponding day in the first, second or third
         calendar month thereafter, as the Borrower may select, except that (a)
         each Interest Period that commences on the last Euro-Dollar Business
         Day of a calendar month (or on any day for which there is no
         numerically corresponding day in the last calendar month of the
         Interest Period) shall end on the last Euro-Dollar Business Day of the
         last calendar month of the Interest Period, (b) if any Interest Period
         would otherwise commence before and end after the Expiration Date, then
         such Interest Period shall end on the Expiration Date, and (c) each
         Interest Period that would otherwise end on a day that is not a
         Euro-Dollar Business Day shall end on the next succeeding Euro-Dollar
         Business Day, unless such next succeeding Euro-Dollar Business Day
         falls in the next succeeding calendar month, in which event the
         Interest Period shall end on the next preceding Euro-Dollar Business
         Day. Interest Periods shall commence and end only on Euro-Dollar
         Business Days.

         "INVESTMENTS" means, with respect to any Person, all investments by
         such Person in other Persons (including Affiliates) in the forms of
         loans, Guarantees, advances or capital contributions (excluding (a)
         commission, travel and similar advances to officers and employees of
         such Person made in the ordinary course of business and (b) bona fide
         accounts receivable arising from the sale of goods or services in the
         ordinary course of business consistent with past practice), purchases
         or other acquisitions for consideration of Debt, Equity Interests or
         other securities, and any other items that are or would be classified
         as investments on a balance sheet prepared in accordance with GAAP.

         "LENDING OFFICE" means, as to each Bank, its office located at its
         address set forth on the signature pages of this Agreement (or
         identified on the signature pages of this Agreement as its Lending
         Office) or such other office as such Bank may hereinafter designate as
         its Lending Office by notice to the Borrower and the Administrative
         Agent.

         "LETTER OF CREDIT" and "LETTERS OF CREDIT" mean individually,
         collectively and interchangeably, the letters of credit issued by the
         Letter of Credit Issuer at the request of the Borrower on behalf of the
         Borrower or any Restricted Subsidiary in accordance with

           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 14 of 85 Pages
<PAGE>   15

         this Agreement, as such letters of credit may be extended, renewed,
         replaced or amended from time to time.

         "LETTER OF CREDIT ISSUER" means HIBERNIA NATIONAL BANK and any
         successor Letter of Credit Issuer appointed in accordance with the
         provisions of Section 3.03 of this Agreement.

         "LEVERAGE RATIO" means, for any fiscal quarter end, the ratio of (a)
         Consolidated Total Funded Debt Net of Cash Balances of the Borrower as
         of the fiscal quarter then ending, to (b) Consolidated EBITDA of the
         Borrower for the period of four (4) fiscal quarters then ending.

         "LIEN" means any mortgage, lien, pledge, charge, security interest or
         encumbrance of any kind, whether or not filed, recorded or otherwise
         perfected under applicable law (including any conditional sale or other
         title retention agreement, any lease in the nature thereof, any option
         or other agreement to sell or give a security interest in and any
         filing of or agreement to give any financing statement under the
         Uniform Commercial Code (or equivalent statutes) of any jurisdiction).

         "LOAN DOCUMENTS" means and includes this Agreement, the Notes, the
         Security Documents, the Intercreditor Agreement and all other
         promissory notes, credit agreements, loan agreements, guaranties,
         security agreements, mortgages, collateral mortgages, deeds of trust,
         and other instruments, agreements, and documents, whether now or
         hereafter existing, executed in connection with this Agreement or the
         Existing Credit Agreement.

         "LONDON INTERBANK OFFERED RATE" means, as applicable to any Euro-Dollar
         Loan for the Interest Period of such Euro-Dollar Loan, the rate per
         annum determined on the basis of the rate for deposits in Dollars of
         amounts equal or comparable to the principal amount of such Euro-Dollar
         Loan offered for a term comparable to such Interest Period, which rate
         appears on the display designated as Page "3750" of the Telerate
         Service (or such other page as may replace page 3750 of that service or
         such other service or services as may be nominated by the British
         Banker's Association for the purpose of displaying London Interbank
         Offered Rates for Dollar deposits) determined at or about 11:00 a.m.
         (New Orleans, Louisiana time) two (2) Euro-Dollar Business Days prior
         to the first day of such Interest Period.

         "MATERIAL ADVERSE EFFECT" means, with respect to any event, act,
         condition or occurrence of whatever nature (including any adverse
         determination in any litigation, arbitration, or governmental
         investigation or proceeding), whether singularly or in conjunction with
         any other event or events, act or acts, condition or conditions,
         occurrence or occurrences, whether or not related, a material adverse
         change in, or a material adverse effect upon, any of (a) the financial
         condition, operations, business, properties or prospects of the
         Borrower and its Restricted Subsidiaries, taken as a whole, (b) the
         rights and remedies of the Administrative Agent, the Collateral Agent
         or any Bank under this Agreement or any of the Loan Documents to which
         it is a party, as applicable, or (c) the legality, validity or
         enforceability of this Agreement or any of the other Loan Documents.



           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 15 of 85 Pages
<PAGE>   16

         "MATERIAL SUBSIDIARY" means any Subsidiary (a) that is a "Significant
         Subsidiary" of the Borrower as defined in Rule 1-02 of Regulation S-X
         promulgated by the Securities and Exchange Commission or (b) is
         otherwise material to the business of the Borrower.

         "NET INCOME" means, with respect to any Person for any period, the net
         income (loss) of such Person for such period, determined in accordance
         with GAAP, excluding any gain (or loss), together with any related
         provision for taxes on such gain (but not loss), realized in connection
         with any non-recurring and extraordinary Asset Sales, and excluding any
         other non-recurring and extraordinary gain (or loss), together with any
         related provision for taxes on such gain (but not loss).

         "NET PROCEEDS" means the aggregate proceeds received in the form of
         cash or Cash Equivalents in respect of any Asset Sale or Asset
         Disposition (including payments in respect of deferred payment
         obligations when received), net of (a) the reasonable and customary
         direct out-of-pocket costs relating to such Asset Sale or Asset
         Disposition (including, without limitation, legal, accounting and
         investment banking fees and sales commissions), other than any such
         costs payable to an Affiliate of the Borrower, (b) taxes actually
         payable directly as a result of such Asset Sale or Asset Disposition
         (after taking into account any available tax credits or deductions and
         any tax sharing arrangements), (c) amounts required to be applied to
         the permanent repayment of Debt in connection with such Asset Sale or
         Asset Disposition, and (d) appropriate amounts provided as a reserve by
         the Borrower or any Restricted Subsidiary, in accordance with GAAP, or
         any amount while placed in escrow, against any liabilities associated
         with such Asset Sale or Asset Disposition and retained by the Borrower
         or such Restricted Subsidiary, as the case may be, after such Asset
         Sale or Asset Disposition, including, without limitation, pension and
         other post-employment benefit liabilities, liabilities related to
         environmental matters and liabilities under any indemnification
         obligations arising from such Asset Sale or Asset Disposition.

         "NOTE" and "NOTES" mean individually, collectively and interchangeably,
         the promissory notes or notes evidencing the obligation of the Borrower
         to repay Advances made by the Banks under the Credit Facility, as well
         as any substitute, replacement or refinancing note or notes therefor.
         One Note shall be made payable to each Bank for the maximum amount of
         Advances that each Bank has committed under the Credit Facility. The
         initial notes shall be made by Borrower as followings:


<TABLE>
<CAPTION>

                  BANK/PAYEE                                                AMOUNT
                  ----------                                          ------------------

<S>                                                                   <C>
                  HIBERNIA NATIONAL BANK                              $    20,000,000.00
                  BRANCH BANKING AND TRUST COMPANY                    $     5,000,000.00
</TABLE>

         Each Note shall provide for interest at the rate established by the
         Credit Facility, shall provide for payment, in full, of all principal
         interest and other charges by no later than the Expiration Date, and
         shall contain such other provisions as customarily incorporated in
         commercial loan notes; provided, that such provisions shall not
         conflict or otherwise be inconsistent with the terms of this Agreement.
         Although the word "Note" includes


           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 16 of 85 Pages
<PAGE>   17

         refinancings, the Banks are under no obligation to renew the Notes or
         extend the maturity date of the Notes or any substitute, replacement or
         refinancing note or notes therefor.

         "OFFICER'S CERTIFICATE" means a certificate signed on behalf of the
         Borrower by an officer of the Borrower, who must be the President,
         Chief Financial Officer, Treasurer, Controller, an Executive or Senior
         Vice President of the Borrower, or other officer of the Borrower
         acceptable to the Administrative Agent.

         "PARTICIPANT" has the meaning set forth in Section 14.04(b) of this
         Agreement.

         "PERMITTED AFFILIATE TRANSACTIONS" means (a) employment agreements,
         stock options or other incentive plans existing on the date of this
         Agreement or thereafter entered into by the Borrower or any Restricted
         Subsidiary in the ordinary course of business with the approval of a
         majority of the disinterested members of the Borrower's Board of
         Directors; (b) transactions between or among the Borrower and/or its
         Wholly Owned Subsidiaries; or (c) reasonable and customary fees and
         compensation paid to and indemnity provided on behalf of, officers,
         directors, employees or consultants of the Borrower or any Restricted
         Subsidiary as determined in good faith by a majority of the
         disinterested directors of the Borrower's Board of Directors.

         "PERMITTED INVESTMENTS" means (a) Investments in the Borrower, any
         Guarantor or any Wholly Owned Subsidiary (including without limitation,
         Guarantees of Debt of any such Person), (b) Investments in Cash
         Equivalents, (c) Investments in a Person, if as a result of such
         Investment (i) such Person becomes a Wholly Owned Subsidiary, or (ii)
         such Person is merged, consolidated or amalgamated with or into, or
         transfers or conveys substantially all of its properties or assets to,
         or is liquidated into, the Borrower or a Restricted Subsidiary;
         provided that such merger, consolidation or amalgamation is permitted
         under Section 7.35 ("Limitations on Mergers") of this Agreement, (d)
         Hedging Obligations, (e) Investments in securities of trade creditors
         or customers received pursuant to any plan of reorganization or similar
         arrangement upon the bankruptcy or insolvency of such trade creditors
         or customers, (f) Investments as a result of consideration received in
         connection with an Asset Sale made in compliance with Section 7.37
         ("Limitation on Asset Sales") of this Agreement or a disposition of
         assets that does not constitute an Asset Sale, (g) accounts receivable
         owing to the Borrower or any Restricted Subsidiary, if created or
         acquired in the ordinary course of business and payable or
         dischargeable in accordance with customary trade terms, (h) payroll,
         travel and similar advances in the ordinary course of business, (i)
         loans or advances to employees made in the ordinary course of business;
         and (j) Guarantees permitted to be made pursuant to Section 7.27
         ("Limitation on Incurrence of Debt") of this Agreement.

         "PERMITTED LIENS" means (a) Liens in favor of the Borrower and/or its
         Restricted Subsidiaries other than with respect to intercompany Debt,
         (b) Liens on property of a Person existing at the time such Person is
         acquired by, merged into or consolidated with the Borrower or any
         Restricted Subsidiary, provided, that such Liens were not created in
         contemplation of such acquisition and do not extend to assets other
         than those subject to such Liens immediately prior to such acquisition,
         (c) Liens on property existing at the time of acquisition thereof by
         the Borrower or any Restricted Subsidiary, provided, that such



           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 17 of 85 Pages
<PAGE>   18

         Liens were not created in contemplation of such acquisition and do not
         extend to assets other than those subject to such Liens immediately
         prior to such acquisition, (d) Liens in respect of Hedging Obligations
         incurred in the ordinary course of business, provided that the
         aggregate amount of Hedging Obligations which may be secured shall not
         exceed $1,000,000.00, (e) Liens incurred in the ordinary course of
         business to secure the performance of statutory obligations, surety or
         appeal bonds, performance bonds or other obligations (exclusive of
         obligations constituting Debt) of a like nature including, without
         limitation, cash retainages, (f) Liens existing or created on the date
         of this Agreement, (g) Liens for taxes, assessments or governmental
         charges or claims that are not yet delinquent or that are being
         contested or remedied in good faith by appropriate proceedings promptly
         instituted and diligently concluded, provided, that any reserve or
         other appropriate provision as may be required in conformity with GAAP
         has been made therefor, (h) Liens arising by reason of any judgment,
         decree or order of any court with respect to which the Borrower or any
         of its Restricted Subsidiaries is then in good faith prosecuting an
         appeal or other proceedings for review, the existence of which
         judgment, order or decree is not an Event of Default under this
         Agreement, (i) encumbrances consisting of zoning restrictions, survey
         exceptions, utility easements, licenses, rights of way, easements of
         ingress or egress over property of the Borrower or any of its
         Restricted Subsidiaries, rights or restrictions of record on the use of
         real property, minor defects in title, landlord's and lessor's liens
         under leases on property located on the premises rented, mechanics'
         liens, warehouseman's liens, supplier's liens, repairman's liens,
         vendors' liens, contractor's liens and similar encumbrances, rights or
         restrictions on Personal or real property, in each case not interfering
         in any material respect with the ordinary conduct of the business of
         the Borrower or any of its Restricted Subsidiaries, (j) Liens
         incidental to the conduct of business or the ownership of properties
         incurred in the ordinary course of business in connection with workers'
         compensation, unemployment insurance and other types of social
         security, or to secure the performance of tenders, bids, and government
         contracts and leases and subleases, (k) Purchase Money Liens or an
         operating lease permitted to be incurred under this Agreement; provided
         that such Liens do not extend to any other property or asset of the
         Borrower or a Restricted Subsidiary, (l) any extension, renewal, or
         replacement (or successive extensions, renewals or replacements), in
         whole or in part, of Liens described in clauses (a) through (k) above
         and (m) Liens in addition to the foregoing, which in the aggregate, are
         secured by assets with a fair market value not in excess of $100,000 at
         any time.

         "PERMITTED SALE/LEASEBACK PERIOD" means the twelve (12) consecutive
         month period beginning on the date of the first Permitted
         Sale/Leaseback Transaction and ends on the same day of the twelfth
         calendar month thereafter.

         "PERMITTED SALE/LEASEBACK TRANSACTION" means an Asset Sale that (a)
         occurs as a single sale, transfer or disposition, or as part of a
         series of related sales, leases, transfers or dispositions, (b) occurs
         within the Permitted Sale/Leaseback Period, (c) includes assets that
         are leased back to the Borrower under an operating lease agreement, and
         (d) includes Fee Simple Properties with Fee Simple Values of no more
         than $30,000,000.00, in the aggregate. The Borrower acknowledges and
         agrees that only one Permitted Sale/Leaseback Transaction is allowed
         during the term of this Agreement.

           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 18 of 85 Pages
<PAGE>   19

         "PERSON" means any individual, corporation, limited liability company,
         partnership, joint venture, association, joint stock company, trust,
         unincorporated organization, government or any agency or political
         subdivision thereof, or any other entity.

         "PRIME RATE" means the interest rate established by the Board of
         Directors of Citibank, N.A., New York, New York (or any successor to
         Citibank, N.A.), as its "prime" or "base" lending rate, whether or not
         such rate is published. The Prime Rate shall be adjusted automatically
         on and as of the effective date of any change in the Prime Rate. The
         Prime Rate is but one of several interest rate bases used by the Banks
         and Citibank, N.A., and the Banks and Citibank, N.A., lend at rates
         above and below the Prime Rate. If the "prime" or "base" lending rate
         of Citibank, N.A. (or any successor to Citibank, N.A.) becomes
         unavailable during the term of this Agreement, the Administrative
         Agent, with the consent of the Required Banks, may designate a
         substitute interest rate index after notice to the Borrower.

         "PRO RATA SHARE" means, with respect to any amount and any Bank, at any
         time, the product of such amount and a fraction, the numerator of which
         is the Commitment of that Bank and denominator of which is the
         aggregate of all Commitments.

         "PURCHASE MONEY CAPEX" means, with respect to any Person (the "referent
         Person") for any period, the sum of all Consolidated Capital
         Expenditures for such period by such Person and its subsidiaries
         financed with Purchase Money Obligations.

         "PURCHASE MONEY LIENS" means Liens to secure or securing Purchase Money
         Obligations permitted to be incurred under this Agreement provided that
         such Liens extend only to the properties or assets the purchase, lease
         or improvement of which was financed with the Purchase Money
         Obligations secured thereby (other than associated accounts, contracts
         and insurance proceeds).

         "PURCHASE MONEY OBLIGATIONS" means Debt (including Capital Lease
         Obligations) incurred to finance the purchase, lease or improvements of
         property (real or personal), equipment or other assets.

         "QUALIFIED CAPITAL STOCK" means, with respect to any Person, Capital
         Stock of such Person other than Disqualified Stock.

         "QUALIFIED EQUITY OFFERING" means (a) an underwritten primary public
         offering of Qualified Capital Stock of the Borrower pursuant to an
         effective registration statement under the Securities Act or (b) a
         private offering of Qualified Capital Stock other than issuances of
         common stock pursuant to employee benefit plans or as compensation to
         employees.

         "REQUIRED BANKS" means all of the Designated Banks (exclusive of any
         Designated Bank that no longer holds any interest in any Note issued
         under this Agreement); provided, however, that upon assignment by any
         Designated Bank of all or any part of its interest in the Notes to a
         Bank that is not a Designated Bank, then the term "Required Banks"
         shall mean, collectively, (a) the Banks (including the Designated
         Banks) holding two thirds



           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 19 of 85 Pages
<PAGE>   20

         (2/3RDS) of the aggregate outstanding principal amount of the Notes,
         and (b) the Designated Banks.

         "RESTRICTED INVESTMENT" means any Investment other than a Permitted
         Investment.

         "RESTRICTED PAYMENTS" means and includes, for any Person, (a) the
         declaration or payment of any dividend and any other distribution on
         account of any Equity Interests of the Borrower or any of its
         Restricted Subsidiaries (other than (i) dividends or distributions
         payable in Equity Interests (other than Disqualified Stock) of the
         Borrower or (ii) dividends or distributions payable to the Borrower or
         any Restricted Subsidiary), (b) the purchase, redemption or other
         acquisition or retirement, for value, of any Equity Interest of the
         Borrower, any Subsidiary or any other Affiliate of the Borrower (other
         than any such Equity Interest owned by the Borrower or any Wholly Owned
         Subsidiary), (c) any principal payment on, or purchase, redemption,
         defeasement or other acquisition or retirement, for value, of any Debt
         of the Borrower or any Guarantor that is subordinated in right of
         payment to the Indebtedness or Guarantor's Guarantee thereof, as the
         case may be (other than the Indenture Obligations and the Term Loan
         Obligations), or (d) any Restricted Investment.

         "RESTRICTED PAYMENTS THRESHOLD" means the sum of (a) the Cash Balances
         of the Borrower as of the later of (i) the date of this Agreement, or
         (ii) the date of receipt of the proceeds of the notes issued pursuant
         to the Indenture and the notes issued pursuant to the Term Loan Credit
         Agreement (provided, however, that balances used under the Existing
         Credit Facility included in the proceeds of the notes issued pursuant
         to the Indenture and the notes issued pursuant to the Term Loan Credit
         Agreement shall not be included in Cash Balances), and (b) the
         aggregate of Excess Cash Flow of Borrower for each fiscal year ending
         after the date of this Agreement minus the aggregate of Indenture or
         Term Loan Principal Repayments made under the Excess Cash Flow Put
         (both voluntary and involuntary).

         "RESTRICTED SUBSIDIARY" means a Subsidiary other than an Unrestricted
         Subsidiary.

         "SECURITY DOCUMENTS" means, collectively, the documents required by the
         Banks, the Administrative Agent or the Collateral Agent to obtain
         security interests in the Collateral or otherwise guarantee or secure
         the Indebtedness, the Indenture Obligations and the Term Loan
         Obligations, as described in Article IV of this Agreement.

         "SUBSIDIARY" means, with respect to any Person, (a) any corporation,
         association or other business entity of which more than 50% of the
         total voting power of shares of Voting Stock thereof is at the time
         owned or controlled, directly or indirectly, by such Person or one or
         more of the other subsidiaries of that Person or a combination thereof
         and (b) any partnership in which such Person or any of its subsidiaries
         is a general partner. As used in this Agreement, any reference to
         "SUBSIDIARY" means any Subsidiary of the Borrower.

         "TERM LOAN CREDIT AGREEMENT" means, collectively, the Term Loan Credit
         Agreement dated as of December 21, 2000, and the notes issued under the
         Term Loan Credit


           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 20 of 85 Pages
<PAGE>   21

         Agreement, also secured by the Collateral, and other documents and
         instruments executed by the Borrower and others in connection with the
         Term Loan Credit Agreement.

         "TERM LOAN OBLIGATIONS" means and includes any and all principal,
         interest and premiums, if any, on the promissory notes due in 2007
         issued under the Term Loan Credit Agreement and all other present and
         future liabilities and/or obligations of every nature and kind
         whatsoever that the Borrower may now and in the future owe to or incur
         under the Term Loan Credit Agreement, whether such liabilities and/or
         obligations are direct or indirect, or by way of assignment, and
         whether related or unrelated, or whether committed or purely
         discretionary, and whether absolute or contingent, voluntary or
         involuntary, determined or undetermined, liquidated or unliquidated,
         due or to become due, together with interest, costs, expenses,
         attorneys' fees and other fees and charges, whether or not any such
         Term Loan Obligations may be barred under any statute of limitations or
         may be otherwise unenforceable or voidable for any reason.

         "TRANSFER" means any direct or indirect sale, assignment, transfer,
         lease, conveyance, or other disposition (or series of related sales,
         leases, transfers or dispositions) (including, without limitation, by
         way of merger or consolidation).

         "TRANSFEREE" has the meaning set forth in Section 14.04(d) of this
         Agreement.

         "UNRESTRICTED SUBSIDIARY" means any Subsidiary that has been designated
         by the Borrower (by written notice to the Administrative Agent as
         provided below) as an Unrestricted Subsidiary; provided, that a
         Subsidiary may not be designated as an "Unrestricted Subsidiary" unless
         (a) such Subsidiary does not own any Capital Stock of, or own or hold
         any Lien on any property of, the Borrower or any Restricted Subsidiary
         (other than such Subsidiary), (b) neither immediately prior thereto nor
         after giving pro forma effect to such designation, would there exist a
         Default or Event of Default, (c) immediately after giving effect to
         such designation on a pro forma basis, the Borrower could incur at
         least $1.00 of Debt pursuant to Section 7.27 of this Agreement
         ("Limitation on Incurrence of Debt") and (d) the creditors of such
         Subsidiary have no direct or indirect recourse (including, without
         limitation, recourse with respect to the payment of principal or
         interest on Debt of such Subsidiary) to the assets of the Borrower or
         of a Restricted Subsidiary (other than such Subsidiary). The Board of
         Directors of the Borrower may designate any Unrestricted Subsidiary to
         be a Restricted Subsidiary only if (i) no Default or Event of Default
         is existing or will occur as a consequence thereof and (ii) immediately
         after giving effect to such designation, on a pro forma basis, the
         Borrower could incur at least $1.00 of Debt pursuant to Section 7.27 of
         this Agreement ("Limitation on Incurrence of Debt"). Each such
         designation shall be evidenced by filing with the Administrative Agent
         a certified copy of the Board Resolution giving effect to such
         designation and an Officer's Certificate certifying that such
         designation complied with the foregoing conditions. The Borrower shall
         be deemed to make an Investment in each Subsidiary designated as an
         "Unrestricted Subsidiary" immediately following such designation in an
         amount equal to the Investment in such Subsidiary and its subsidiaries
         immediately prior to such designation; provided, that if such
         Subsidiary is subsequently redesignated as a Restricted Subsidiary, the
         amount of such Investment shall be deemed to be reduced (but


           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 21 of 85 Pages
<PAGE>   22

         not below zero) by the fair market value of the net consolidated assets
         of such Subsidiary on the date of such redesignation.

         "U.S. GOVERNMENT OBLIGATIONS" means direct obligations of the United
         States of America, or any agency or instrumentality thereof for the
         payment of which the full faith and credit of the United States of
         America is pledged.

         "VOTING STOCK" means, with respect to any Person, (a) one or more
         classes of the Capital Stock of such Person having general voting power
         to elect at least a majority of the board of directors, managers or
         trustees of such Person (irrespective of whether or not at the time
         Capital Stock of any other class or classes have or might have voting
         power by reason of the happening of any contingency), and (b) any
         Capital Stock of such Person convertible or exchangeable without
         restriction at the option of the holder thereof into Capital Stock of
         such Person described in clause (a) above.

         "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any Debt at
         any date, the number of years (rounded to the nearest one-twelfth)
         obtained by dividing (a) the then outstanding principal amount of such
         Debt into (b) the total of the products obtained by multiplying (i) the
         amount of each then remaining installment, sinking fund, serial
         maturity or other required payments of principal, including payment at
         final maturity, in respect thereof, by (ii) the number of years
         (calculated to the nearest one-twelfth) that will elapse between such
         date and the making of such payment.

         "WHOLLY OWNED SUBSIDIARY" of any Person means a Restricted Subsidiary
         of such Person to the extent (a) all of the outstanding Capital Stock
         or other ownership interests of which (other than directors' qualifying
         shares) shall at the time be owned directly or indirectly by such
         Person or (b) such Restricted Subsidiary is organized in a foreign
         jurisdiction and is required by the applicable laws and regulations of
         such foreign jurisdiction to be partially owned by the government of
         such foreign jurisdiction or individual or corporate citizen of such
         foreign jurisdiction in order for such Restricted Subsidiary to
         transact business in such foreign jurisdiction, provided that such
         Person, directly or indirectly, owns the remaining Capital Stock or
         ownership interests in such Restricted Subsidiary and, by contract or
         otherwise, controls the management and business of such Restricted
         Subsidiary and derives the economic benefits of ownership of such
         Subsidiary to substantially the same extent as if such Subsidiary were
         a wholly owned Restricted Subsidiary.

         "WITHDRAWING BANK" means and includes each financial institution that
         is a party, as a Bank, to the Existing Credit Agreement, but is not a
         Bank under this Agreement.

Section 1.03 Accounting Terms. Unless otherwise specified herein, all accounting
terms used herein shall be interpreted, all accounting determinations hereunder
shall be made, and all financial statements required to be delivered hereunder
shall be prepared in accordance with GAAP, applied on a consistent basis.

Section 1.04 Miscellaneous. Terms not otherwise defined in this Agreement shall
have the meanings attributed to such terms in the Louisiana Commercial Laws -
Secured Transactions



           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 22 of 85 Pages
<PAGE>   23

(La.-R.S. 10:9-101, et seq.). All references to dollar amounts in this Agreement
and the other Loan Documents shall mean amounts in lawful money of the United
States of America.

                                   ARTICLE II
                              INTEREST RATE OPTIONS

Unless a Default or Event of Default occurs and is continuing, the Borrower
shall have the right to elect, in writing, treatment of portions of the
outstanding Advances as Euro-Dollar Loans in accordance with the provision of
this Agreement. Elections made or deemed made by the Borrower shall establish
the rates at which interest will accrue on the outstanding Advances in
accordance with the provision of this Article.

Section 2.01 Base Rate Loans. Each Advance shall initially be established as a
Base Rate Loan Advance, subject to the right of the Borrower to make timely
elections to treat all or part of any Advance as a Euro-Dollar Loan in
compliance with the requirements of this Agreement. The unpaid principal
balances of Base Rate Loans shall bear interest at the Prime Rate, plus the
Applicable Margin, adjusted daily.

Section 2.02 Euro-Dollar Loans. The portions of outstanding Advances designated
by the Borrower as Euro-Dollar Loans shall bear interest at Euro-Dollar Rates.
The Borrower may select from Interest Periods of one (1), two (2), or three (3)
months for Euro-Dollar Loans. The applicable Euro-Dollar Rate for each available
Interest Period may vary depending on the Adjusted London Interbank Offered Rate
for each Interest Period. Euro-Dollar Loans shall be available only in amounts
of at least $500,000.00, each, and in increments of $50,000.00 above that
amount. The Borrower may have no more than five (5) Euro-Dollar Loans
outstanding at any time. No later than three (3) Domestic Business Days after
the Borrower notifies the Administrative Agent, in writing, of the amount and
Interest Period for a Euro-Dollar Loan selected by the Borrower, the Interest
Period will begin and the applicable Euro-Dollar Rate will be fixed for the
duration of the Interest Period selected. In the event any Euro-Dollar Loan is
prepaid prior to expiration of its Interest Period without the prior consent of
the Banks, the Borrower agrees to indemnify the Banks for all losses, if any,
suffered or incurred by the Banks resulting from such prepayment. Also, in the
event any Euro-Dollar Loan is requested but not funded for any reason, the
Borrower agrees to indemnify the Banks for all losses, if any, suffered or
incurred by the Banks resulting from the Euro-Dollar Loan request.

Section 2.03 Euro-Dollar Loan Elections. Each election by the Borrower to have
any portion of the outstanding Advances established as a Euro-Dollar Loan
(including renewals of existing Euro-Dollar Loans as of the end of applicable
Interest Periods) must be made by the Borrower, in writing, to the
Administrative Agent, executed by an officer of the Borrower or other person
authorized by the Borrower to request Advances under the Credit Facility, in
substantially the form of Exhibit A to this Agreement, identifying the amount of
the Euro-Dollar Loan and the applicable Interest Period selected. Euro-Dollar
Loan elections may be presented to the Administrative Agent in the form of
facsimile transmissions of duly executed written requests. Euro-Dollar Loan
elections must be received by the Administrative Agent no later than 11:00 a.m.
(New Orleans, Louisiana time) at least three (3) Euro-Dollar Business Days in
advance of the commencement date of the Interest Period selected. Euro-Dollar
Loan elections received after 10:30 a.m. (New Orleans, Louisiana time) will be
deemed received by the Administrative Agent at



           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 23 of 85 Pages
<PAGE>   24

10:00 a.m. of the next Euro-Dollar Business Day. In the event an Interest Period
for a Euro-Dollar Loan expires without payment by the Borrower of the amount of
the Euro-Dollar Loan upon expiration of the Interest Period or without the
Borrower making a proper, timely Euro-Dollar Loan election, then the outstanding
balance of the Euro-Dollar Loan shall be treated as a Base Rate Loan until such
time as the outstanding balance is paid or the commencement of a new Euro-Dollar
Loan Interest Period established pursuant to a proper and timely Euro-Dollar
Loan election by the Borrower. The Administrative Agent will promptly notify
each Bank of the Administrative Agent's receipt of an Euro-Dollar Loan election
from the Borrower. ONCE PRESENTED TO THE ADMINISTRATIVE AGENT, AN EURO-DOLLAR
LOAN ELECTION MADE BY THE BORROWER CANNOT BE RESCINDED OR REVOKED.

Section 2.04 Applicable Margins. The percentage points added to the Prime Rate
to determine the Base Rate and added to the Adjusted London Interbank Offered
Rate determine applicable Euro-Dollar Rates shall be established based on the
Leverage Ratio of the Borrower and determined as follows:

         (a) BASE RATE LOANS. The Applicable Margin for Base Rate Loans shall be
         (i) 0.750 percentage points if the Leverage Ratio of the Borrower is
         greater than or equal to 3.50 to 1.00, (ii) 0.500 percentage points if
         the Leverage Ratio of the Borrower is greater than or equal to 2.50 to
         1.00, but less than 3.50 to 1.00, and (iii) 0.000 percentage points if
         the Leverage Ratio of the Borrower is less than 2.50 to 1.00.

         (b) EURO-DOLLAR LOANS. The Applicable Margin for Euro-Dollar Loans
         shall be (i) 4.000 percentage points if the Leverage Ratio of the
         Borrower is greater than or equal to 3.50 to 1.00, (ii) 3.500
         percentage points if the Leverage Ratio of the Borrower is greater than
         or equal to 3.00 to 1.00, but less than 3.50 to 1.00, (iii) 3.000
         percentage points if the Leverage Ratio of the Borrower is greater than
         or equal to 2.50 to 1.00, but less than 3.00 to 1.00, (iv) 2.500
         percentage points if the Leverage Ratio of the Borrower is greater than
         or equal to 2.00 to 1.00, but less than 2.50 to 1.00, and (v) 2.000
         percentage points if the Leverage Ratio of the Borrower is less than
         2.00 to 1.00.

Section 2.05 Initial Applicable Margin. The initial Applicable Margin for Base
Rate Loans shall be 0.500 percentage points and the initial Applicable Margin
for Euro Dollar Loans shall be 3.000 percentage points.

Section 2.06 Determinations of Applicable Margin. Applicable Margins and
Leverage Ratio determinations shall be made as of the end of each fiscal quarter
beginning with the fiscal quarter ending DECEMBER 31, 2000. Each Applicable
Margin and Leverage Ratio determination will be made as of the end of each
fiscal quarter using the quarterly financial statements for the quarter then
ending and the three (3) prior fiscal quarters (i.e., on a rolling 4-quarter
basis); provided, however, that the Applicable Margin determination made as of
the end of each fiscal year will be made using the annual audited financial
statements of the Borrower and its Restricted Subsidiaries.

Section 2.07 Effect Dates of Applicable Margin Determinations. Each Applicable
Margin determination shall remain in effect until the next Applicable Margin
determinations are made and become effective. After the initial determination of
Applicable



           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 24 of 85 Pages
<PAGE>   25

Margins, subsequent Applicable Margin determinations shall become effective on
the first Domestic Business Day that is fifty (50) calendar days after the last
day of the fiscal quarter used to make the Applicable Margin determinations;
provided, however, that Applicable Margin determinations made as of the end of
each fiscal year shall be effective on the first Domestic Business Day that is
one hundred (100) calendar days after the last day of that fiscal year. Each
Applicable Margin determinations shall remain effective until the next
Applicable Margin determination is effective; provided, however, that changes in
Applicable Margin shall not affect any Euro-Dollar Loan until the end of the
applicable Interest Period. In the event the Borrower fails to timely furnish
the Administrative Agent with the financial statements required in Section 7.05
or Section 7.06 of this Agreement, then for the period beginning on the date a
new Applicable Margin determination is scheduled to take effect ending on the
date on which the Borrower shall deliver to the Banks the required financial
statements, the Applicable Margin shall be determined as if the Leverage Ratio
was more than 3.50 to 1.00 at all times during such period. The foregoing
notwithstanding, no Applicable Margin shall be decreased if a Default exists on
the scheduled effective date of any Applicable Margin determination.

                                   ARTICLE III
                               THE CREDIT FACILITY

Section 3.01 Commitment. Subject to and upon the terms and conditions contained
in this Agreement, and relying on the representations and warranties of the
Borrower contained in this Agreement, the Banks agree to make Advances from time
to time from the date of this Agreement until the Expiration Date, provided that
the aggregate principal amount of such Advances outstanding, PLUS the undrawn
amount of outstanding Letters of Credit issued by the Letter of Credit Issuer,
at any time, does not exceed the aggregate of all Commitments (initially,
$25,000,000.00).

Section 3.02 Advance Requests. For each Advance requested by the Borrower, the
Borrower shall provide the Administrative Agent with a written request in a form
acceptable to the Administrative Agent prior to 11:00 a.m. (New Orleans,
Louisiana time). Requested Advances shall be available only in amounts of at
least $500,000.00, each, and in increments of $50,000.00 above that amount. Each
requested Advance shall be conclusively deemed to have been made at the request
of and for the benefit of the Borrower (a) when credited to any deposit account
of the Borrower maintained with the Administrative Agent or any Bank, or (b)
when advanced in accordance with the instructions in the written request for the
Advance. All or part of a requested Advance may be initially made as a
Euro-Dollar Loan, provided that the Borrower furnishes the Administrative Agent
with the requisite advance written notice of a Euro-Dollar Loan election for the
requested Advance.

Section 3.03 Letters of Credit Issuer. The Borrower and the Banks hereby
irrevocably designate and appoint HIBERNIA NATIONAL BANK as the Letter of Credit
Issuer under this Agreement. The Borrower, with the consent of the
Administrative Agent (which consent shall not be unreasonably withheld) may in
the exercise of its business judgment, remove the Letter of Credit Issuer and
appoint a successor Letter of Credit Issuer; provided that (a) any successor
Letter of Credit Issuer shall be a Bank under this Agreement, and (b) prior to
the removal of such Letter of Credit Issuer, the Borrower and the then current
Letter of Credit Issuer, the successor Letter of Credit Issuer and all of the
other Banks shall make arrangements (including, without limitation,



           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 25 of 85 Pages
<PAGE>   26

amendments and modifications to this Agreement) satisfactory to the then current
Letter of Credit Issuer, the successor Letter of Credit Issuer and all of the
other Banks with respect to the issuance of any outstanding Letters of Credit.

Section 3.04 Letters of Credit. At the request of the Borrower, the Letter of
Credit Issuer shall issue Letters of Credit on behalf of the Borrower or any
Restricted Subsidiary in amounts and to beneficiaries as designated by the
Borrower. However, the Letter of Credit Issuer will not have any obligation to
issue any Letter of Credit if the amount of the Letter of Credit requested plus
the aggregate amount of Advances outstanding and the aggregate undrawn amount of
outstanding Letters of Credit would exceed the aggregate of all Commitments
(initially, $25,000,000.00). Letters of Credit shall be issued on such terms and
conditions as are established in a written agreement between the Borrower and
the Letter of Credit Issuer. Amounts funded by the Letter of Credit Issuer under
Letters of Credit shall be Advances under the Credit Facility. The Letter of
Credit Issuer shall furnish (c) to the Administrative Agent and each Bank on the
first Domestic business Day of each month a written report summarizing the
issuance and expiration dates of Letters of Credit issued during the preceding
month, and (d) to the Administrative Agent and each Bank, after each fiscal
quarter-end of the Borrower, a written report setting forth the aggregate
undrawn amounts of Letters of Credit as of the fiscal quarter-end.

Section 3.05 Advances for Interest and Fees. The Borrower hereby authorizes the
Administrative Agent to make Advances under the Credit Facility in amounts
necessary to pay any facility fee or facility charge provided for, and due and
owing, under this Agreement and in order to pay any accrued interest due under
any Note. Any such Advance may, at the option of the Banks, be funded directly
to the Banks or deposited into a deposit account of the Borrower maintained with
the Administrative Agent, which account may then be debited by the
Administrative Agent for the amount of such an Advance. THE ADMINISTRATIVE AGENT
SHALL BE UNDER NO OBLIGATION TO MAKE ANY SUCH ADVANCE.

Section 3.06 Interest. Until the Expiration Date, the unpaid principal balances
of the Notes shall bear interest at the rates and for the terms determined by
elections of the Borrower allowed in Article II of this Agreement. Interest for
each Note shall be payable monthly to the Administrative Agent, in arrears,
except that interest on Euro-Dollar Loans shall be due at the end the applicable
Interest Period. The first monthly interest payment shall be due and payable on
JANUARY 1, 2001, and all subsequent monthly interest payments are due on the
first day of each successive calendar month. Interest shall accrue based upon
the actual days elapsed during the period for which interest is due divided by
an assumed 360 day year. All unpaid and accrued interest not due and payable
earlier under the Notes shall be due and payable on the Expiration Date.

Section 3.07 Mandatory Principal Repayments. On the Expiration Date, the
Borrower shall pay to the Administrative Agent, in full, the aggregate unpaid
principal amount of all Advances then outstanding and all accrued unpaid
interest, together with all other applicable fees, costs and charges, if any,
not yet paid.

Section 3.08 Facility Charges. The Borrower recognizes that the Administrative
Agent, the Collateral Agent and the Banks have incurred and will continue to
incur certain costs and expenses in connection with establishing, maintaining,
servicing, and administering the Credit Facility. To ensure that the
Administrative Agent, the Collateral Agent and the Banks are able to




           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 26 of 85 Pages
<PAGE>   27

recover such costs and expenses, the Borrower agrees, any other provision of
this Agreement, the Notes or the other Loan Documents notwithstanding, to pay
the following facility charges in addition to interest and other fees and
charges provided for in this Agreement and the other Loan Documents, if any.

         (a) COMMITMENT FEE. The Borrower agrees to pay a commitment fee of
         $312,500.00 (1.25% of the initial aggregate of all Commitments -
         $25,000,000.00), due and payable to the Administrative Agent, in full,
         upon execution of this Agreement. The Administrative Agent shall remit
         to each Bank its Pro Rata Share of the commitment fee after it is
         collected.

         (b) ADMINISTRATIVE AGENT FEE. The Borrower agrees to pay an
         Administrative Agent fee as provided in the fee agreement letter
         between Borrower and the Administrative Agent dated August 24, 2000.

         (c) COLLATERAL AGENT FEE. The Borrower agrees to pay a Collateral Agent
         fee as provided in the fee agreement letter between Borrower and the
         Collateral Agent dated December 21, 2000.

         (d) LETTER OF CREDIT FEES. The Borrower agrees to pay a Letter of
         Credit fee on the aggregate average daily undrawn amounts of
         outstanding Letters of Credit from the date of this Agreement through
         the Expiration Date, at a per annum percentage rate equal to the
         Applicable Margin percentage points for Euro-Dollar Loans (determined
         in accordance with Section 2.04(b) of this Agreement), payable to the
         Administrative Agent for each three (3) calendar month period (each
         calendar quarter), in arrears, fifteen (15) calendar days after last
         day of each calendar quarter. Letter of Credit fees shall be calculated
         based upon the actual days elapsed during the period for which fees are
         due divided by an assumed 360-day year. The Administrative Agent shall
         remit to each Bank its Pro Rata Share of Letter of Credit fees after
         they are collected.

         (e) UNUSED FEE. The Borrower agrees to pay an unused fee on the daily
         average unused portion of the Credit Facility (the "unused portion"
         being the amount by which the aggregate of all Commitments (initially,
         $25,000,000.00) exceeds the aggregate of outstanding Advances under the
         Notes plus the aggregate of undrawn amounts of outstanding Letters of
         Credit) from the date of this Agreement through the Expiration Date, at
         the rate of 0.500% per annum, payable to the Administrative Agent for
         each calendar quarter, in arrears, fifteen (15) calendar days after
         last day of each calendar quarter. Unused fees shall be calculated
         based upon the actual days elapsed during the period for which fees are
         due divided by an assumed 360-day year. The Administrative Agent shall
         remit to each Bank its Pro Rata Share of unused fees after they are
         collected.

         (f) USAGE FEE. For each calendar quarter in which the unpaid Advances
         under the Credit Facility exceed $3,000,000.00 on each day during a
         consecutive 30-day period, the Borrower agrees to pay an usage fee on
         the daily average of unpaid Advances during the entire calendar
         quarter, at the rate of 0.500% per annum, payable to the Administrative
         Agent, fifteen (15) calendar days after last day of each such calendar
         quarter. Usage fees shall be calculated based upon the actual days
         elapsed during the period for which fees are


           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 27 of 85 Pages
<PAGE>   28

         due divided by an assumed 360-day year. The Administrative Agent shall
         remit to each Bank its Pro Rata Share of usage fees after they are
         collected.

         (g) SALE/LEASEBACK FEE. In the event the Borrower completes the first
         Asset Sale included as part of the Permitted Sale/Leaseback
         Transaction, the Borrower agrees to pay a one-time sale/leaseback fee
         equal to 0.500% of the aggregate of all Commitments after giving effect
         to completion of such first Asset Sale; however, in the event the
         aggregate of all Commitments at the end of the Permitted Sale/Leaseback
         Period, is less than the aggregate of all Commitments after giving
         effect to completion of the first Asset Sale included in Permitted
         Sale/Leaseback Transaction, the Borrower shall be entitled to a refund
         of the sale/leaseback fee collected on the difference at the end of the
         Permitted Sale/Leaseback Period. The Administrative Agent shall remit
         to each Bank its Pro Rata Share of any sale/leaseback fee after it is
         collected, and each Bank shall remit to the Administrative Agent its
         Pro Rata Share of any sale/leaseback fee rebate when due.

Section 3.09 General Payment Provisions. The following provisions apply to all
payments of principal, interest, fees and other charges provided for under this
Agreement and the other Loan Documents.

         (a) All payments shall be made not later than 11:00 a.m. (New Orleans,
         Louisiana time) on the date when due, in funds immediately available in
         New Orleans, Louisiana, to the Administrative Agent at its address for
         notices under this Agreement (Section 14.13).

         (b) Whenever any payment of principal, interest, or fees shall be due
         on a day that is not a Domestic Business Day, the date for payment
         thereof shall be extended to the next succeeding Domestic Business Day.
         Whenever any payment of principal of, or interest on, any Euro-Dollar
         Loan shall be due on a day that is not a Euro-Dollar Business Day, the
         date for payment thereof shall be extended to the next succeeding
         Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in
         another calendar month, in which case the date for payment thereof
         shall be the next preceding Euro-Dollar Business Day. If the date for
         any payment of principal is extended by operation of law or otherwise,
         interest thereon shall be payable for such extended time.

         (c) Subject to the provisions of paragraphs (d) and (e) below, all
         payments of principal, interest and fees and all other amounts to be
         made by the Borrower pursuant to this Agreement or any Loan Document
         shall be paid without deduction for, and free from, any tax, imposts,
         levies, duties, deductions, or withholdings of any nature now or at
         anytime hereafter imposed by any governmental authority or by any
         taxing authority thereof or therein excluding in the case of each Bank,
         taxes imposed on or measures by its net income, and franchise taxes
         imposed on it, by the jurisdiction under the laws of which such Bank is
         organized or any political subdivision thereof and, in the case of each
         Bank, taxes imposed on its income, and franchise taxes imposed on it,
         by the jurisdiction of such Bank's applicable Lending Office or any
         political subdivision thereof (all such non-excluded taxes, imposts,
         levies, duties, deductions or withholdings of any nature being
         "TAXES"). In the event that the Borrower is required by applicable law
         to make any such withholding or deduction of Taxes with respect to any
         principal, interest and fee or other amount, the Borrower shall pay
         such deduction or withholding to the applicable taxing


           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 28 of 85 Pages
<PAGE>   29

         authority, shall promptly furnish to each Bank in respect of which such
         deduction or withholding is made all receipts and other documents
         evidencing such payment and shall pay to such Bank additional amounts
         as may be necessary in order that the amount received by such Bank
         after the required withholding or other payment shall equal the amount
         such Bank would have received had no such withholding or other payment
         been made; provided, however, that no Participant, Assignee or
         Transferee of any Bank shall be entitled to receive any greater payment
         under this provision than such transferor Bank would have been entitled
         to receive with respect to the rights assigned unless such assignment
         shall have been made and assigned at a time when the circumstances
         giving rise to such greater payment did not exist. If the Borrower
         fails to provide such original or certified copy of a receipt
         evidencing payment of Taxes, the Borrower hereby agrees to compensate
         such Bank for, and indemnify them with respect to, the tax consequences
         of the Borrower's failure to provide evidence of tax payments. In the
         event any Bank receives a refund of any Taxes paid by the Borrower
         pursuant to this provision, it will pay to the Borrower the amount of
         such refund promptly upon receipt thereof; provided, however, if at any
         time thereafter it is required to return such refund, the Borrower
         shall promptly repay to it the amount of such refund.

         (d) At the time it becomes a party to this Agreement or an Assignee,
         each Bank (or Assignee) that is organized under the laws of a
         jurisdiction outside the United States shall be exempt from or
         otherwise not subject to United States Federal withholding tax and
         shall deliver to the Administrative Agent and the Borrower the forms
         prescribed by the Internal Revenue Service of the United States
         certifying as to such Bank's (or Assignee's) status for purposes of
         determining exemption from United States withholding taxes with respect
         to all payments to be made to such Bank (or Assignee) under this
         Agreement and the other Loan Documents.

         (e) Anything to the contrary contained in this Section notwithstanding,
         the Borrower shall not be required to pay any additional amounts to any
         Bank (or Assignee) in respect of United States Federal withholding tax
         pursuant to paragraph (c) above if the obligation to pay such
         additional amounts would not have arisen but for a failure by such Bank
         (or Assignee) to comply with the provisions of paragraph (d) above.

         (f) Any Bank (or Assignee) claiming any additional amounts payable
         pursuant to this Section shall use reasonable efforts (consistent with
         legal and regulatory restrictions) to file any certificate or document
         requested by the Borrower or to change the jurisdiction of its
         applicable lending office if the making of such filing or change would
         avoid the need for or reduce the amount of any such additional amounts
         which may thereafter accrue and would not, in the sole determination of
         such Bank (or Assignee), be otherwise disadvantageous to such Bank (or
         Assignee).

         (g) Without prejudice to the survival of any other agreement of the
         Borrower hereunder the agreements and obligations of the Borrower
         contained in this Section shall be applicable with respect to any
         Participant, Assignee or other Transferee, and any calculations
         required by such provisions (i) shall be subject to the terms and
         conditions of Section 14.04(e), and (ii) constitute a continuing
         agreement and shall survive the termination of this Agreement and the
         payment in full or cancellation of the Notes.



           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 29 of 85 Pages
<PAGE>   30

Section 3.10 Optional Reduction of Commitments. The Borrower may, upon at least
3 Domestic Business Days' notice to the Administrative Agent, proportionately
reduce from time to time by an aggregate amount of at least $1,000,000.00 or any
larger multiple of $1,000,000.00, the Commitments; provided, however, no such
reduction shall be in an amount greater than the sum of the outstanding Advances
under the Credit Facility and the undrawn balances of outstanding Letters of
Credit.

Section 3.11 Loan Account. The Administrative Agent shall maintain on its books
a record of account in which the Administrative Agent shall make entries for
each Advance and such other debits and credits as shall be appropriate in
connection with the Credit Facility and the Notes. The Administrative Agent
shall provide the Borrower with periodic statements of the record of account of
the Borrower, which statements shall be considered to be correct and
conclusively binding on the Borrower, absent manifest error, unless the Borrower
notifies the Administrative Agent to the contrary within thirty (30) days after
receipt by the Borrower of any such statement which the Borrower deems to be
incorrect.

                                   ARTICLE IV
                                   COLLATERAL

Section 4.01 Collateral Security. Repayment of each Advance and performance of
all other obligations and duties owed by the Borrower to the Banks under this
Agreement, is secured by all property and rights of the Borrower in which the
Borrower and others have granted, or in the future grant, a security interest of
any nature to the Collateral Agent as security for the Indebtedness, the
Indenture Obligations and the Term Loan Obligations. The security interests
granted shall be continuing liens and shall include the rents, proceeds and
products of the Collateral, including without limitation the proceeds of any
insurance. The Borrower agrees not to transfer or further encumber any of the
Collateral, and agrees not to allow any other person or entity granting security
interests in the Collateral to transfer or encumber any of the Collateral,
except for Permitted Liens and as otherwise may be permitted under this
Agreement or with the written consent of the Administrative Agent.

Section 4.02 Existing Collateral. The Borrower hereby acknowledges and agrees
that all security interests granted by the Borrower and others to secure the
indebtedness under the Existing Credit Agreement secures the Indebtedness under
this Agreement, the Indenture Obligations and the Term Loan Obligations.

Section 4.03 Assignment by Withdrawing Banks. Effective as of the date the
Withdrawing Banks receive payment, in full, of all amounts owed to the
Withdrawing Banks under the Existing Credit Agreement, each Withdrawing Bank
assigns to the Collateral Agent (as agent for the Banks, the Administrative
Agent, the trustee and the holders of notes under the Indenture, and the agent
and the holders of notes issued pursuant to the Term Loan Credit Agreement) all
of its interest in the Security Documents and the Collateral. This assignment is
made by each of the Withdrawing Banks without recourse and (a) without any
representation, warranty or assumption of responsibility with respect to any
statements, warranties or representations made in or in connection with the
Existing Credit Agreement, this Agreement, any other instrument or document
furnished pursuant thereto or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Existing Credit Agreement, this
Agreement, any other


           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 30 of 85 Pages
<PAGE>   31

Loan Document or any other instrument or document furnished pursuant thereto,
other than that it is the legal and beneficial owner of the interest being
assigned by it under this Agreement and that such interest is free and clear of
any adverse claim created by it or effective solely against its assigned
interest (exclusive of any adverse claim that is effective against the other
Withdrawing Banks and the Banks, as a whole), and (b) without any
representation, warranty or assumption of responsibility with respect to the
financial condition of the Borrower or any Guarantor or the performance or
observance by the Borrower or any Guarantor of any of its obligations under the
Existing Credit Agreement, this Agreement, any other Loan Document or any other
instrument or document furnished pursuant thereto. Each Withdrawing Bank agrees
to execute such additional instruments as are reasonably requested by the
Administrative Agent or the Collateral Agent to effect this assignment. The
Administrative Agent acknowledges that it has no knowledge of, and has received
no notice of, any claims, demands, actions or causes of action against any of
the Withdrawing Banks (or their respective officers, directors, agents, or
employees) in connection with the Existing Credit Agreement, this Agreement, or
any other instrument or document furnished pursuant thereto. All parties to this
Agreement acknowledge and agree that each Withdrawing Bank is executing this
Agreement solely to effect this assignment and its withdrawal from the Existing
Credit Agreement and that each Withdrawing Bank shall be entitled to any and all
surviving rights of an assigning Bank as provided under the Existing Credit
Agreement.

Section 4.04 Intercreditor Agreement. The Banks authorize the Administrative
Agent to execute the Intercreditor Agreement on behalf of the Banks in
substantially the form of Exhibit C attached to this Agreement (the form
attached is without exhibits, schedules and annexes) and the Banks agree that,
in the event of a conflict between the terms of the Intercreditor Agreement and
this Agreement or any of the other Loan Documents, the terms of the
Intercreditor Agreement will control.

Section 4.05 Deposit Accounts. The Borrower hereby grants to the Collateral
Agent, as security for the full and punctual payment and performance of the
Indebtedness, the Indenture Obligations and the Term Loan Obligations, a
continuing lien on and security in all deposits ands other sums credited by and
due from any Bank to the Borrower or subject to withdrawal by the Borrower; and
regardless of the adequacy of any other Collateral or other means of obtaining
repayment of the Indebtedness, the Indenture Obligations and the Term Loan
Obligations, each Bank may at any time upon or after the occurrence of any Event
of Default, but subject to the terms of the Intercreditor Agreement, and without
notice to the Borrower, setoff the whole or portion of any such deposits and
other sums against obligations owed by Borrower to that Bank (subject to
equalization in accordance with the term of the Intercreditor Agreement) and/or
remit such deposits to the Collateral Agent for distribution in accordance with
the Intercreditor Agreement, whether or not any other Person or Persons could
also withdraw money therefrom.

Section 4.06 Perfection of Security Interests. The Borrower agrees to execute
such Security Documents and to take whatever other actions are reasonably
requested by the Banks and the Collateral Agent to perfect and continue the
security interests in the Collateral.

Section 4.07 Additional Collateral. From and after the date of this Agreement,
the Borrower shall, and shall cause each Restricted Subsidiary, to grant to the
Collateral Agent, subject only to Permitted Liens, a first priority Lien on all
immovable or real property and related fixtures hereafter acquired by the
Borrower or any Restricted Subsidiary and a first priority Lien on all


           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 31 of 85 Pages
<PAGE>   32

leasehold estates (other than leases for floor space within a mall) and related
fixtures hereafter acquired by the Borrower or any Restricted Subsidiary to the
extent permitted by the terms of the instrument creating such leasehold estate
(and if not permitted by the terms of such instrument, the Borrower shall use
reasonable commercial efforts, or cause its Restricted Subsidiary to use
reasonably commercial efforts, to obtain a consent from the landlord to grant
such mortgage), such Lien to secure the Indebtedness, the Indenture Obligations
and the Term Loan Obligations on a pari passu basis, subject to the terms of the
Intercreditor Agreement. The Borrower shall deliver, or cause to be delivered,
one or more opinions of counsel acceptable to the Administrative Agent to the
effect that such Security Documents create legal, valid, binding and enforceable
obligations of the Borrower or Guarantor party thereto and that all such action
and filings necessary to take such Liens have been taken.

                                    ARTICLE V
                        CONDITIONS PRECEDENT TO ADVANCES

Section 5.01 Initial Advance. The obligation of the Banks to make the initial
Advance and issue Letters of Credit under the Credit Facility is subject to the
following conditions precedent:

         (a) INDENTURE AND TERM LOAN FUNDING. Notes have been issued and funded
         under the Indenture and the Term Loan Credit Agreement and the
         Administrative Agent shall have received proceeds equal to the
         outstanding balances due under the Existing Credit Agreement.

         (b) INTERCREDITOR AGREEMENT. Execution of the Intercreditor Agreement
         by the Borrower, the Administrative Agent, the Collateral Agent, the
         trustee under the Indenture, and the agent under the Term Loan Credit
         Agreement.

         (c) LOAN DOCUMENTS. The Administrative Agent shall have received fully
         executed copies of this Agreement and all other Loan Documents,
         including, without limitation: (i) the Notes, (ii) the Security
         Documents, (iii) evidence of insurance as required by the
         Administrative Agent, (iv) all other Loan Documents, and (v) any other
         instruments, documents and information reasonably required by the
         Administrative Agent under this Agreement.

         (d) BORROWER AUTHORIZATION. The Borrower shall have provided in form
         and substance satisfactory to the Administrative Agent evidence that
         the execution and delivery of this Agreement, the Notes and the other
         Loan Documents, and such other authorizations and other documents and
         instruments as the Administrative Agent or counsel for the
         Administrative Agent, in their sole discretion, may reasonably require,
         has been duly authorized.

         (e) SECURITY INTEREST CREATION. The security interests in the
         Collateral shall have been duly authorized and created.

         (f) OPINIONS. The Administrative Agent and the Collateral Agent shall
         have received such opinions of counsel, supplemental opinions, and
         documents as the Administrative Agent may reasonably request.

           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 32 of 85 Pages
<PAGE>   33

         (g) PAYMENT OF FEES AND EXPENSES. The Borrower shall have paid to the
         Administrative Agent all fees, charges, and other expenses that are
         then due and payable as specified in this Agreement or any other Loan
         Document.

         (h) REPRESENTATIONS AND WARRANTIES. The representations and warranties
         set forth in this Agreement, in the other Loan Documents, and in any
         document or certificate delivered to the Administrative Agent, the
         Collateral Agent or any Bank under this Agreement are true and correct
         in all material respects.

         (i) NO DEFAULT OR EVENT OF DEFAULT. There shall not exist a Default or
         an Event of Default under this Agreement.

         (j) COMPLIANCE CERTIFICATE. The Borrower shall have provided the
         Administrative Agent with a Compliance Certificate executed on the date
         of this Agreement.

Section 5.02 Subsequent Advances. The obligation of the Banks to make subsequent
Advances is subject to the following conditions precedent:

         (a) GUARANTEES. The Administrative Agent shall have received fully
         executed copies of a commercial guaranty from each Guarantor, if any.

         (b) REPRESENTATIONS AND WARRANTIES. The representations and warranties
         set forth in this Agreement, in the other Loan Documents, and in any
         document or certificate delivered to Administrative Agent, the
         Collateral Agent or any Bank under this Agreement are true and correct,
         in all material respects.

         (c) NO DEFAULT OR EVENT OF DEFAULT. There shall not exist a Default or
         an Event of Default under this Agreement.

                                   ARTICLE VI
                         REPRESENTATIONS AND WARRANTIES

In order to induce the Banks to enter into this Agreement, the Borrower
represents and warrants to the Banks (which representations and warranties will
survive the extensions of credit under this Agreement) that:

Section 6.01 Organization. The Borrower is a corporation which is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, is duly qualified to do business in and is in
good standing in every jurisdiction where the failure to so qualify could have
or cause a Material Adverse Effect, and has all corporate powers and all
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted.

Section 6.02 Authorization. The execution, delivery and performance by the
Borrower of this Agreement, the Notes and the other Loan Documents (a) are
within the corporate powers of the Borrower, (b) have been duly authorized by
all necessary corporate action, (c) do not contravene, conflict with, or
constitute a default under, any provision of applicable law or regulation or of
the charter, articles of incorporation or bylaws of the Borrower, or any
agreement, judgment, injunction, order, decree or other instrument binding upon
the Borrower or any of its Subsidiaries,

           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 33 of 85 Pages
<PAGE>   34

and (vi) do not result in the creation or imposition of any Lien on any asset of
the Borrower or any of its Subsidiaries (other than a Permitted Lien).

Section 6.03 Binding Effect. This Agreement, the Note and all other Loan
Documents as and when executed by the Borrower or any Guarantor are or, upon
execution, will be binding upon such executing party as well as upon their
respective successors, representatives and assigns, and are legally enforceable
in accordance with their respective terms, provided that the enforceability of
each Loan Document is subject to general principals of equity and to bankruptcy,
insolvency and similar laws affecting the enforcement of creditors' rights
generally.

Section 6.04 Guarantors. As of the date of this Agreement, the Borrower has no
Restricted Subsidiaries and, therefore, as of the date of this Agreement, there
are no Guarantors of the Indebtedness, the Indenture Obligations or the Term
Loan Credit Agreement.

Section 6.05 Financial Information. The financial statements of the Borrower
furnished to the Administrative Agent and the Banks for the period ending
SEPTEMBER 30, 2000, are and were complete and correct, and were prepared in
accordance with generally accepted accounting principles, and fairly represent
the financial condition and solvency of the Borrower as of the date thereof, and
the revised financial projections for the second, third and fourth quarters for
the fiscal year ending June 30, 2001 (including updated cash flow information
through November 30, 2000) were prepared on the basis of current cash flow
information and reasonable assumptions as of the date thereof. The
Administrative Agent and the Banks acknowledge receipt of these financial
statements and revised financial projections. To the best of the knowledge of
the Borrower, the Borrower has no contingent obligations or liabilities that
were not disclosed or reserved against in the financial statements of the
Borrower or in the notes thereto. Since SEPTEMBER 30, 2000, no Material Adverse
Effect has occurred with respect to the Borrower or any Guarantor, other than as
has been incorporated and disclosed in the revised financial projections.

Section 6.06 Properties. Except for Permitted Liens, the Borrower and its
Restricted Subsidiaries own and have good title to all of the properties of the
Borrower and its Restricted Subsidiaries free and clear of all security
interests, and has not executed any security documents or financing statements
relating to such properties. All of the properties of the Borrower and its
Restricted Subsidiaries are titled in the legal name of the Borrower or its
Restricted Subsidiaries.

Section 6.07 Existing Permitted Liens. Except as set forth on Schedule 6.07, as
of the date of this Agreement, the properties of the Borrower and its Restricted
Subsidiaries are not subject to any Permitted Lien that is a Permitted Lien
solely because it was existing or created on the date of this Agreement (item
(f) in the definition of "Permitted Liens").

Section 6.08 Environmental Matters. (a) Neither the Borrower nor any Subsidiary
is subject to any Environmental Liability which could reasonably be expected to
have or cause a Material Adverse Effect and neither the Borrower nor any
Subsidiary has been designated as a potentially responsible party under CERCLA
or under any state statute similar to CERCLA. Except as set forth on Schedule
6.08, none of the properties of the Borrower or any Subsidiary has been
identified on any current or proposed (i) National Priorities List under 40
C.F.R. Section 300, (ii) CERCLIS list or (iii) any list arising from a state
statute similar to CERCLA.


           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 34 of 85 Pages
<PAGE>   35

(b) No Hazardous Materials have been or are being used, produced, manufactured,
processed, treated, recycles, generated, stored, disposed of, managed or
otherwise handled at, or shipped or transported to or from any of the properties
of the Borrower or any Subsidiary or are otherwise present at, on, in or under
any of the properties of the Borrower or any Subsidiary, except for Hazardous
Materials used, stored or disposed of in the ordinary course of business in
compliance with all applicable Environmental Requirements, except where any
failure to comply with any such Environmental Requirement would not, alone or in
the aggregate, reasonably be expected to have a Material Adverse Effect.

(c) The Borrower, and each of its Subsidiaries, has procured all Environmental
Authorizations necessary for the conduct of its business, and is in compliance
with all Environmental Requirements in connection with the operation of its
respective properties and the respective businesses of the Borrower and each of
its Subsidiaries, except where any failure to procure any such Environmental
Authorization or to comply with any such Environmental Requirement would not,
alone or in the aggregate, reasonably be expected to have a Material Adverse
Effect.

Section 6.09 Litigation. There are no suits or proceedings pending, or to the
knowledge of the Borrower, threatened against or affecting the Borrower, any
Guarantor, or the assets of the Borrower or any Guarantor, before any court or
by any governmental agency, other than those previously disclosed to the
Administrative Agent in writing, which could reasonably be expected to have a
Material Adverse Effect on the financial condition or business of the Borrower
or any Guarantor.

Section 6.10 Taxes. To the best of the knowledge of the Borrower, all tax
returns and reports of the Borrower and each Guarantor that are or were required
to be filed, have been filed, and all taxes, assessments and other governmental
charges have been paid in full, except those presently being or to be contested
by the Borrower or a Guarantor in good faith in the ordinary course of business
and for which adequate reserves have been provided.

Section 6.11 Lien Priority. Unless otherwise previously disclosed to the
Administrative Agent in writing, the Borrower has not entered into or granted
any security agreements, or permitted the filing or attachment of any security
interests on or affecting any of the Collateral that would be prior or that may
in any way be superior to the security interests created by the Security
Documents and rights in and to the Collateral, other than Permitted Liens.

Section 6.12 Commercial Purposes. The Borrower intends to use the proceeds of
Advances solely to support letters of credit, finance ongoing working capital
needs, and for other general corporate purposes.

Section 6.13 Employee Benefit Plans. Each employee benefit plan as to which the
Borrower may have any liability complies in all material respects with all
applicable requirements of law and regulations, and (a) no Reportable Event nor
Prohibited Transaction (as defined in ERISA) has occurred with respect to any
such plan, (b) the Borrower has not withdrawn from any such plan or initiated
steps to do so, and (c) no steps have been taken to terminate any such plan.

Section 6.14 Investment Company. Neither the Borrower nor any Guarantor is an
"Investment Company" as that term is defined under the Investment Company Act of
1940.

           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 35 of 85 Pages
<PAGE>   36

Section 6.15 Location of Chief Executive Office. The chief executive office of
the Borrower is 3232 SHERWOOD FOREST BOULEVARD, BATON ROUGE, LOUISIANA 70816.

Section 6.16 Tax Identification Number. The Tax Identification Number of the
Borrower is 72-0604977.

Section 6.17 Trade Names. The Borrower does not operate any of its businesses
under any trade name.

Section 6.18 Information. All information heretofore or contemporaneously
herewith furnished by the Borrower to the Administrative Agent, the Collateral
Agent or any Bank for the purposes of or in connection with this Agreement or
any transaction contemplated hereby is, and all information hereafter furnished
by or on behalf of the Borrower to the Administrative Agent, the Collateral
Agent or any Bank will be, true and accurate in every material respect on the
date as of which such information is dated or certified; and none of such
information is or will be incomplete by omitting to state any material fact
necessary to make such information not misleading.

Section 6.19 Survival of Representations and Warranties. The Borrower
understands and agrees that the Administrative Agent, the Collateral Agent and
the Banks are relying upon the above representations and warranties in extending
the Credit Facility, making Advances and issuing Letters of Credit. The Borrower
further agrees that the foregoing representations and warranties shall be
continuing in nature (unless relating to an earlier date) and shall remain in
full force and effect until such time as all amount due under the Notes shall be
paid in full and this Agreement is terminated, or until the Expiration Date,
whichever is the last to occur.

                                   ARTICLE VII
                                    COVENANTS

Unless the prior written consent of the Administrative Agent and Required Banks
to the contrary is obtained, the Borrower will at all times comply with the
covenants contained in this Article VII, as long as this Agreement remains in
effect:

Section 7.01 Guarantors. From and after the date of this Agreement, the Borrower
shall cause each of its Subsidiaries which is or becomes a Restricted Subsidiary
(other than a Restricted Subsidiary which is not formed under the laws the
United States or any state thereof) to issue a Guarantee of the Indebtedness for
the benefit of the Banks in the form of a continuing guaranty agreement approved
by the Administrative Agent and deliver an opinion of counsel acceptable to the
Administrative Agent to the effect that such continuing guaranty agreement
represents the legal, valid, binding and enforceable obligation of such
Restricted Subsidiary.

Section 7.02 Changes in Financial Condition and Litigation. The Borrower shall
promptly inform the Administrative Agent in writing of all Material Adverse
Effects with respect to the Borrower or any Guarantor.

Section 7.03 Financial Records. The Borrower shall maintain its books and
records in accordance with GAAP, applied on a consistent basis, and permit the
Administrative Agent and the Banks to examine and audit the books and records of
the Borrower at all reasonable times and


           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 36 of 85 Pages
<PAGE>   37

with prior reasonable notice. The Borrower shall not change its fiscal year
without notice to the Administrative Agent.

Section 7.04 Financial Statements. The Borrower shall prepare all financial
statements and reports required to be provided under this Agreement in
accordance with GAAP, applied on a consistent basis, and each statement and
report shall be certified as being true and correct to the best knowledge and
belief by the chief financial officer or other person acceptable to the
Administrative Agent.

Section 7.05 Annual Financial Statements. Without demand or request by the
Administrative Agent, the Borrower shall furnish to the Administrative Agent and
deliver or cause to be delivered to each Bank, as soon as available, but in no
event later than ninety (90) days after the end of each fiscal year, fiscal
year-end consolidated financial statements of the Borrower and its Restricted
Subsidiaries (including balance sheet and income statement and a statement of
cash flows) audited by Ernest & Young or such other certified public accountant
satisfactory to the Administrative Agent and accompanied by an audit
certification of the certified public accountant free of exceptions and
qualifications not reasonably acceptable to the Required Banks.

Section 7.06 Quarterly Financial Statements. Without demand or request by the
Administrative Agent, the Borrower shall furnish to the Administrative Agent and
deliver or cause to be delivered to each Bank, as soon as available, but in no
event later than forty-five (45) days after the end of each fiscal quarter,
quarter-end consolidated financial statements of the Borrower and its Restricted
Subsidiaries (including balance sheet and income statement) for the prior fiscal
quarter, prepared and certified as correct to the best knowledge and belief by
the chief financial officer of the Borrower or other person acceptable to the
Administrative Agent.

Section 7.07 Other Reports. Without demand or request by the Administrative
Agent, the Borrower shall furnish to the Administrative Agent and deliver or
cause to be delivered to each Bank, (a) all quarterly and annual financial
information that would be contained in a filing with the Commission on Forms
10-Q and 10-K if the Borrower were required to file such forms, including for
each a "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and, with respect to the annual information only, a report
thereon by the Borrower's independent certified public accountants; and (b) all
reports that would be required to be filed with the Securities and Exchange
Commission on Form 8-K if the Borrower were required to file such reports.

Section 7.08 Additional Information. The Borrower shall furnish such additional
information, statements, lists of assets and liabilities, inventory schedules,
tax returns, and other reports with respect to the financial condition and
business operations of the Borrower and each Guarantor as the Administrative
Agent, the Collateral Agent or any Bank may reasonably request from time to
time.

Section 7.09 Maintenance of Properties and Insurance. The Borrower shall, and
shall cause each of its Restricted Subsidiaries to, maintain their properties
and assets in normal working order and condition as on the date of this
Agreement (reasonable wear and tear excepted) and make all necessary repairs,
renewals, replacements, additions, betterments and improvements thereto, as
shall be reasonably necessary for the proper conduct of the business of the
Borrower and its

           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 37 of 85 Pages
<PAGE>   38

Restricted Subsidiaries taken as a whole; provided, however, that nothing herein
shall prevent the Borrower or any of its Restricted Subsidiaries from
discontinuing any maintenance of any such properties if such discontinuance is
desirable in the conduct of the business of the Borrower and its Restricted
Subsidiaries taken as a whole. The Borrower shall, and shall cause each of its
Restricted Subsidiaries to, maintain liability, casualty and other insurance
(including self-insurance consistent with prior practice) with responsible
insurance companies in such amounts and against such risks as is in accordance
with customary industry practice in the general areas in which the Borrower and
its Restricted Subsidiaries operate. Upon request of the Collateral Agent, the
Borrower will deliver to the Collateral Agent the policies or certificates of
insurance in form satisfactory to the Collateral Agent, including stipulations
that coverages will not be canceled or diminished without at least thirty (30)
days' prior written notice to the Collateral Agent. In connection with all
policies covering assets in which Collateral Agent holds or is offered a
security interest, the Borrower will provide Collateral Agent with such lender's
loss payable or other endorsements as Collateral Agent may require.

Section 7.10 Insurance Reports. The Borrower shall furnish to Administrative
Agent and the Collateral Agent, upon request of either, reports on each existing
insurance policy showing such information as Administrative Agent or the
Collateral Agent may reasonably request, including without limitation the
following: (a) the name of the insurer; (b) the risks insured; (c) the amount of
the policy; (d) the properties insured; (e) the then current property values on
the basis of which insurance has been obtained, and the manner of determining
those values; and (f) the expiration date of the policy.

Section 7.11 Other Agreements. The Borrower shall, and shall cause each
Restricted Subsidiary to, comply with all terms and conditions of all other
agreements, whether now or hereafter existing, between the Borrower or any
Restricted Subsidiary and any other party to the extent that noncompliance with
such other agreements could reasonably be expected to have a Material Adverse
Effect.

Section 7.12 Use of Advance Proceeds. The Borrower shall use all proceeds of
Advances solely to support letters of credit, finance ongoing working capital
needs, and for other general corporate purposes unless specifically consented to
the contrary by the Administrative Agent, in writing. Without prior notice to
the Administrative Agent and the completion of forms reasonably requested by the
Administrative Agent and any Bank, the Borrower agrees not to use the proceeds
of any Advance to acquire or carry margin stock (within the meaning of
Regulations T and U of the Board of Governors of the Federal Reserve System).

Section 7.13 Taxes, Charges and Liens. The Borrower shall, and shall cause each
Restricted Subsidiary to, pay and discharge when due all of their respective
indebtedness and obligations, including without limitation all assessments,
taxes, governmental charges, levies and liens, of every kind and nature, imposed
upon the Borrower or any Restricted Subsidiary or their respective properties,
income, or profits and all lawful claims that, if unpaid, might become a lien or
charge upon any of the properties, income, or profits of the Borrower or any
Restricted Subsidiary. Provided, however, neither the Borrower nor any
Restricted Subsidiary will be required to pay and discharge any such assessment,
tax, charge, levy, lien or claim so long as (a) the legality of the same shall
be contested in good faith by appropriate proceedings, and (b) the


           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 38 of 85 Pages
<PAGE>   39

Borrower shall have established on its books adequate reserves with respect to
such contested assessment, tax, charge, levy, lien, or claim in accordance with
GAAP.

Section 7.14 Performance. The Borrower shall perform and comply with all terms,
conditions and provisions set forth in this Agreement, and in all the other Loan
Documents, in a timely manner, and promptly notify the Administrative Agent if
the Borrower learns of the occurrence of any event which constitutes a Default
or an Event of Default under this Agreement.

Section 7.15 Operations. The Borrower shall substantially maintain its present
executive management personnel (including the President, Chief Executive Officer
and Chief Financial Officer); conduct its business affairs in a reasonable and
prudent manner and in compliance with all applicable federal, state and local
laws, ordinances, rules and regulations respecting its properties, charters,
businesses and operations, including, without limitation, compliance with the
Americans With Disabilities Act and with all minimum funding standards and other
requirements of ERISA and other laws applicable to the employee benefit plans of
the Borrower and its Restricted Subsidiaries to the extent that such
noncompliance could reasonably be expected to have a Material Adverse Effect.

Section 7.16 Indemnification. The Borrower shall indemnify and hold the Banks,
the Administrative Agent and the Collateral Agent and their respective
shareholders, directors, officers, agents, subsidiaries, and affiliates harmless
from and against any and all damages, losses, settlement payments, obligations,
liabilities, claims, actions or causes of action, and reasonable costs and
expenses incurred, suffered, sustained, or required to be paid by an indemnified
party and arising under this Agreement; provided that the Borrower shall have no
obligation under this indemnity provision for liabilities resulting from the
gross negligence or willful misconduct of the indemnified party. In all such
litigation, or the preparation therefore, the Banks, the Administrative Agent
and the Collateral Agent shall be entitled to select their own counsel and, in
addition to the foregoing indemnity, the Borrower agrees to pay promptly the
reasonable fees and expenses of such counsel.

Section 7.17 Inspection. The Borrower shall, and shall cause each Restricted
Subsidiary to, permit employees or agents of the Banks, the Administrative Agent
and the Collateral Agent, at any reasonable time, to inspect any and all
Collateral and the other properties of the Borrower and to examine or audit the
books, accounts, ledger sheets, and records of the Borrower and each Restricted
Subsidiary and to make copies and memoranda of the books, accounts, ledger
sheets, and records of the Borrower and its Restricted Subsidiaries. If the
Borrower or any Restricted Subsidiary now or at any time hereafter maintains any
records (including without limitation computer generated records and computer
programs for the generation of such records) in the possession of a third party,
the Borrower, upon request of any Bank, the Administrative Agent or the
Collateral Agent, shall notify such party, and cause any necessary Restricted
Subsidiary to notify such party, to permit the Administrative Agent and the
Collateral Agent free access to such records at all reasonable times and to
provide the Administrative Agent and the Collateral Agent with copies of any
records it may request, all at the expense of the Borrower.

Section 7.18 Change of Executive Office Address. The Borrower shall immediately
notify the Administrative Agent and the Collateral Agent, in writing, of any
changes in the executive office of the Borrower or of any Restricted Subsidiary.


           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 39 of 85 Pages
<PAGE>   40

Section 7.19 Title to Assets and Property. The Borrower shall, and shall cause
each Restricted Subsidiary to, maintain good and marketable title to all of
their respective assets and properties, except for Permitted Liens and assets
subject to an Asset Disposition.

Section 7.20 Notice of Default and ERISA Matters. Forthwith upon learning of the
occurrence of any of the following, the Borrower shall provide the
Administrative Agent with written notice thereof, describing the same and the
steps being taken by the Borrower or any Restricted Subsidiary with respect
thereto: (a) the occurrence of any Default, (b) the occurrence of any Event of
Default, or (c) to the extent that the occurrence could reasonably be expected
to have a Material Adverse Effect, the occurrence of a Reportable Event or a
Prohibited Transaction (as defined in ERISA) under, or the institution of steps
by the Borrower to withdraw from, or the institution of any steps to terminate,
any employee benefit plan as to which the Borrower may have any liability.

Section 7.21 Notice of Environmental Matters. The Borrower will deliver to each
of the Banks, promptly after the Borrower knows of the existence or commencement
thereof, notice of any litigation, Environmental Liability, Environmental
Notice, Environmental Judgment and Order, dispute or proceeding (including
without limitation, an Environmental Proceeding) involving a claim against the
Borrower and/or any Subsidiary which, if adversely determined, could reasonably
be expected to (a) have a Material Adverse Effect or (b) result in an Event of
Default.

Section 7.22 Other Information. The Borrower shall, and shall cause each
Restricted Subsidiary to, from time to time, provide the Administrative Agent,
the Collateral Agent and the Banks with such other information as the
Administrative Agent, the Collateral Agent or any Bank may reasonably request.

Section 7.23 Employee Benefit Plans. So long as this Agreement remains in
effect, the Borrower shall, and shall cause each Restricted Subsidiary to,
maintain each employee benefit plan as to which it may have any liability, in
material compliance with all applicable requirements of law and regulations.

Section 7.24 Other Agreements. The Borrower will not, and will not permit any
Restricted Subsidiary to, enter into any agreement containing any provision that
would be violated or breached by the performance of its obligations hereunder or
under any instrument or document delivered or to be delivered by it hereunder or
in connection herewith.

Section 7.25 Compliance Certificate. Unless waived in writing by the Required
Banks, the Borrower shall provide the Administrative Agent, with its annual
financial statements required in Section 7.05 of this Agreement and with its
quarterly financial statements required in Section 7.06 of this Agreement, a
Compliance Certificate executed on the date the financial statements are
provided to the Administrative Agent. In addition, prior to submitting any offer
to make an Indenture or Term Loan Principal Repayment under the Excess Cash Flow
Put during a fiscal year, the Borrower shall provide the Administrative Agent
with a Compliance Certificate certifying that the Borrower will be in compliance
with the fixed charge coverage requirement of Section 8.02 as of the end of
prior fiscal year, on a pro forma basis, where the offered Excess Cash Flow Put
Indenture or Term Loan Principal Repayments are treated as having been made at




           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 40 of 85 Pages
<PAGE>   41



the end of the fiscal year in which the Excess Cash Flow occurred (i.e., the end
of the fiscal year immediately preceding the fiscal year in which the offer is
to be made).

Section 7.26 Environmental Compliance. The Borrower and its Subsidiaries will
not, and will not permit any other Person to, use, produce, manufacture,
process, treat, recycle, generate, store, dispose of, manage at, or otherwise
handle or ship or transport to or from the properties of the Borrower or any
Subsidiary any Hazardous Materials except for Hazardous Materials handled in the
ordinary course of business in material compliance with all applicable
Environmental Requirements.

Section 7.27 Limitation on Incurrence of Debt. (a) The Borrower shall not, and
shall not permit any of its Restricted Subsidiaries to, directly or indirectly,
(i) create, incur, issue, assume, Guarantee or otherwise become directly or
indirectly liable with respect to, contingently or otherwise (collectively,
"incur"), any Debt (including Acquired Debt) or (ii) issue any Disqualified
Stock; provided, that the Borrower may incur Debt (including Acquired Debt) or
issue shares of Disqualified Stock and any Restricted Subsidiary may incur Debt
(including Acquired Debt), in each case if (1) no Default or Event of Default
shall have occurred and be continuing at the time of, or would occur after
giving effect on a pro forma basis to such incurrence or issuance, (2) the
Interest Coverage Ratio for the Borrower's most recently ended four full fiscal
quarters for which internal financial statements are available immediately
preceding the date on which such additional Debt is incurred or such
Disqualified Stock is issued would have been at least equal to the ratio as is
then applicable for each applicable period as is set forth below:

<TABLE>
<CAPTION>

         PERIOD                                                                                RATIO

<S>                                                                                       <C>
         the date of this Agreement through November 1, 2001............................  2.00 to 1.00
         November 2, 2001 through November 1, 2002......................................  2.25 to 1.00
         thereafter.....................................................................  2.50 to 1.00,
</TABLE>

in each case determined on a pro forma basis (including a pro forma application
of the net proceeds therefrom), as if the additional Debt (including Acquired
Debt) had been incurred, or the Disqualified Stock had been issued, as the case
may be, at the beginning of such four-quarter period, and (3) the Debt Limit
Leverage Ratio of the Borrower would be no greater than the ratio as is then
applicable for each applicable period as is set forth below:

<TABLE>
<CAPTION>

         PERIOD                                                                                RATIO

<S>                                                                                       <C>
         the date of this Agreement through November 1, 2001............................  4.50 to 1.00
         November 2, 2001 through November 1, 2002......................................  4.25 to 1.00
         thereafter.....................................................................  4.00 to 1.00,
</TABLE>

in each case determined on a pro forma basis (including a pro forma application
of the net proceeds therefrom), as if the additional Debt (including Acquired
Debt) had been incurred, or the Disqualified Stock had been issued, as the case
may be, at the beginning of such four-quarter period, and (4) the aggregate of
all additional Debt (including Acquired Debt) incurred and all Disqualified
Stock issued after the date of this Agreement, after giving effect on a pro
forma basis to any such incurrence or issuance, would not exceed $10,000,000.00.


           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 41 of 85 Pages
<PAGE>   42

(b) The limitations of clause (a) of this covenant shall not prohibit the
incurrence of:

         (i) Debt under the Indenture,

         (ii) Debt under the Term Loan Credit Agreement,

         (iii) Debt in respect of performance bonds, appeal bonds, surety bonds,
         insurance obligations or bonds and other similar bonds or obligations
         incurred in the ordinary course of business,

         (iv) Hedging Obligations,

         (v) Debt owed by (1) a Restricted Subsidiary to the Borrower or to a
         Wholly Owned Subsidiary or (2) the Borrower to a Wholly Owned
         Subsidiary,

         (vi) Debt outstanding on the date of this Agreement and included in the
         annual audited financial statements of the Borrower for the fiscal year
         ending June 30, 2000,

         (vii) Debt arising from the honoring by a bank or other financial
         institution of a check, draft or similar instrument inadvertently
         (except in the case of daylight overdrafts) drawn against insufficient
         funds in the ordinary course of business; provided, that such Debt is
         extinguished within three (3) Domestic Business Days of incurrence,

         (viii) Debt represented by Guarantees by the Borrower of Debt otherwise
         permitted to be incurred pursuant to this covenant and Debt represented
         by Guarantees by a Restricted Subsidiary of Debt of the Borrower or
         another Restricted Subsidiary otherwise permitted to be incurred
         pursuant to this covenant;

         (ix) obligations with respect to customary provisions regarding
         purchase price adjustments, indemnification or similar obligations, in
         each case incurred or assumed in connection with the disposition of any
         business, assets, or Subsidiary of the Borrower otherwise permitted by
         the Indenture and the Term Loan Credit Agreement;

         (x) Debt (including Capital Lease Obligations) incurred to finance the
         purchase, lease or improvement of property (real or personal),
         equipment or other assets in an aggregate principal amount which, when
         aggregated with the principal amount of all other Debt then outstanding
         and incurred pursuant to this clause (x) does not exceed $2,000,000.00;
         and

         (xi) Debt issued in exchange for, or the proceeds of which are
         contemporaneously used to extend, refinance, renew, replace, or refund
         (collectively, "Refinance") Debt referred to in clauses (i), (vi), and
         (x) above or this clause (xi) or Debt incurred pursuant to the Interest
         Coverage Ratio test set forth in clause (a) hereof ("Refinancing
         Debt"); provided, that (1) the principal amount of such Refinancing
         Debt does not exceed the principal amount of Debt so Refinanced (plus
         the premiums required to be paid, and the out-of-pocket expenses (other
         than those payable to an Affiliate of the Borrower) reasonably
         incurred, in connection therewith), (2) the Refinancing Debt has a
         final scheduled maturity that exceeds the final stated maturity, and a
         Weighted Average Life to Maturity that is equal to or greater than the
         Weighted Average Life to Maturity of the Debt being

           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 42 of 85 Pages
<PAGE>   43

         Refinanced, and (3) the Refinancing Debt ranks, in right of payment, no
         more favorable to the Notes or any Guarantees as the Debt being
         Refinanced.

Section 7.28 Limitation on Liens. The Borrower shall not, and shall not permit
any Restricted Subsidiary to, directly or indirectly, create, incur, assume or
suffer to exist any Lien on any asset (including, without limitation, all real,
tangible or intangible property) of the Borrower or any Restricted Subsidiary,
whether now owned or hereafter acquired, or on any income or profits therefrom,
or assign or convey any right to receive income therefrom, except (a) Liens
securing the Indebtedness, the Indenture Obligations and the Term Loan
Obligations, and (b) Permitted Liens.

Section 7.29 Limitation on Restricted Payments. (a) The Borrower shall not make
any Restricted Payment (including dividends) unless, at the time of and after
giving effect to the Restricted Payment, the Borrower can establish, to the
satisfaction of the Administrative Agent, that

         (i) no Default or Event of Default has occurred and is continuing or
         would occur as a consequence thereof,

         (ii) immediately after giving effect thereto on a pro forma basis, the
         Borrower could incur at least $1.00 of additional Debt under the clause
         (a) of Section 7.27 of this Agreement ("Limitation on Incurrence of
         Debt"), and

         (iii) such Restricted Payment (the value of any such payment, if other
         than cash, being determined in good faith by the Board of Directors and
         evidenced by a resolution set forth in an Officer's Certificate
         delivered to the Administrative Agent), together with the aggregate of
         all other Restricted Payments made after the date of this Agreement
         (including Restricted Payments permitted by clause (i) of clause (b) of
         Section 7.29 of this Agreement ("Limitation on Restricted Payments")
         and excluding Restricted Payments permitted by the other clauses
         therein), is less than the sum of (1) 50% of the Consolidated Net
         Income of the Borrower for the period (taken as one accounting period)
         from the beginning of the first quarter commencing immediately prior to
         the date of this Agreement to the end of the Borrower's most recently
         ended fiscal quarter for which internal financial statements are
         available at the time of such Restricted Payment (or, if such
         Consolidated Net Income for such period is a deficit, 100% of such
         deficit), plus (2) 100% of the aggregate net cash proceeds (or of the
         net cash proceeds received upon the conversion of non-cash proceeds
         into cash) received by the Borrower from the issuance or sale, other
         than to a Subsidiary, of Equity Interests of the Borrower (other than
         Disqualified Stock) after the date of this Agreement and on or prior to
         the time of such Restricted Payment, plus (3) 100% of the aggregate net
         cash proceeds (or of the net cash proceeds received upon the conversion
         of non-cash proceeds into cash) received by the Borrower from the
         issuance or sale, other than to a Subsidiary, of any Disqualified Stock
         or debt security of the Borrower that has been converted or exchanged
         into Equity Interests of the Borrower (other than Disqualified Stock)
         pursuant to the terms thereof after the date of this Agreement and on
         or prior to the time of such Restricted Payment (including any
         additional net cash proceeds not included in clause (2) above received
         by the Borrower upon such conversion or exchange), plus (4) to the
         extent that any


           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 43 of 85 Pages
<PAGE>   44

         Restricted Investment that was made after the date of the Indenture is
         sold for cash or otherwise liquidated or repaid for cash, the lesser of
         (A) the cash return of capital with respect to such Restricted
         Investment (less the cost of disposition, if any) and (B) the initial
         amount of such Restricted Investment, plus (5) in the event that any
         Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, the
         lesser of (A) an amount equal to the fair market value of the
         Borrower's Investment in such Restricted Subsidiary (as determined by a
         Board of Directors resolution delivered to the Administrative Agent)
         and (B) the amount of Restricted Investments previously made by the
         Borrower and its Restricted Subsidiaries in such Unrestricted
         Subsidiary, minus (6) the amount of Consolidated Capital Expenditures
         made by the Borrower or any of its Restricted Subsidiaries (A) in
         respect of all assets other than new constructed or acquired cafeterias
         (and fixtures related thereto) in excess of $8,000,000.00 during any
         fiscal year and (B) in respect of newly constructed or acquired
         cafeterias (and fixtures related thereto) in excess of $6,000,000.00
         million during any fiscal year.

(b) The foregoing notwithstanding, this provision does not prohibit (i) the
payment of any dividend within 60 days after the date of declaration thereof, if
at said date of declaration such payment would not have been prohibited by the
provisions of this Agreement, (ii) the redemption, purchase, retirement or other
acquisition of any Equity Interests of the Borrower or Debt of the Borrower or
any Restricted Subsidiary solely in exchange for Equity Interests of the
Borrower (other than Disqualified Stock), (iii) the redemption, repurchase or
payoff of any Debt with proceeds of any Refinancing Debt permitted to be
incurred pursuant to the provisions of clause (ix) of the Section 7.27(b) of
this Agreement ("Limitation on Incurrence of Debt"), or (iv) Permitted Affiliate
Transactions.

(c) Additionally, not later than the date of making each Restricted Payment
(other than Restricted Payments contemplated by clauses (ii), (iii) and (iv) of
subsection (b) of this provision), the Borrower shall deliver to the
Administrative Agent an Officer's Certificate stating that such Restricted
Payment is permitted, and setting forth the basis upon which the calculations
were computed, which calculations may be based upon the Borrower's latest
available financial statements.

Section 7.30 Limitations on Restrictions on Subsidiary Dividends. The Borrower
shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective any
encumbrance or restriction on the ability of any Restricted Subsidiary:

         (a) to (i) pay dividends or make any other distributions to the
         Borrower or any of its Restricted Subsidiaries (1) on such Restricted
         Subsidiary's Capital Stock or (2) with respect to any other interest or
         participation in, or measured by, such Restricted Subsidiary's profits,
         or (ii) pay any indebtedness owed to the Borrower or any of its
         Restricted Subsidiaries,

         (b) to make loans or advances to the Borrower or any of its Restricted
         Subsidiaries,

         (c) to transfer any of its assets to the Borrower or any of its
         Restricted Subsidiaries, or


           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 44 of 85 Pages
<PAGE>   45

         (d) to grant Liens to secure the Indebtedness, the Indenture
         Obligations and the Term Loan Obligations,

         except for such encumbrances or restrictions existing under or by
         reason of:

                  (i) the Indenture and the Term Loan Credit Agreement, as in
                  effect on the date of this Agreement, or any refinancings,
                  amendments, modifications or supplements thereof containing
                  dividend or other payment restrictions that are not materially
                  more restrictive, taken as a whole, than those contained in
                  the Indenture and the Term Loan Credit Agreement on the date
                  of this Agreement,

                  (ii) the Indenture, the Term Loan Credit Agreement, the
                  Security Documents and the Notes,

                  (iii) applicable law,

                  (iv) restrictions with respect to a Subsidiary that was not a
                  Subsidiary on the date of this Agreement in existence at the
                  time such Person becomes a Subsidiary (but not created as a
                  result of or in anticipation of such Person becoming a
                  Subsidiary); provided, however, that such restrictions are not
                  applicable to any other Person or the properties or assets of
                  any other Person,

                  (v) customary non-assignment and net worth provisions of any
                  contract or lease entered into in the ordinary course of
                  business,

                  (vi) customary restrictions on the transfer of assets subject
                  to a Lien permitted under this Agreement, the Indenture or the
                  Term Loan Credit Agreement imposed by the holder of such Lien,

                  (vii) restrictions imposed by any agreement to sell assets or
                  Capital Stock to any Person pending the closing of such sale,

                  (viii) negative pledges contained in capital leases or to
                  secure purchase money obligations, provided that such negative
                  pledges do not extend to other property not the subject of
                  such capital lease or purchase money obligation, and

                  (ix) Refinancing Debt (including Debt refinancing Acquired
                  Debt), provided that such restrictions contained in any
                  agreement governing such Refinancing Debt are not materially
                  more restrictive, taken as a whole, than those contained in
                  any agreements governing the Debt being Refinanced.

Section 7.31 Limitation on Transactions with Affiliates. The Borrower shall not,
and shall not permit any of the Restricted Subsidiaries to, directly or
indirectly, sell, lease, transfer or otherwise dispose of any of its properties
or assets to, or purchase any property or assets from, or enter into any
contract, agreement, understanding, loan, advance or Guarantee with, or for the
benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"),
except for (a) Affiliate Transactions, which together with all Affiliate
Transactions that are part of a common plan, have an aggregate value of not more
than $1,000,000.00, provided that such transactions are conducted in good faith
and on terms that are no less favorable to the Borrower or the relevant

           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 45 of 85 Pages
<PAGE>   46

Restricted Subsidiary than those that would have been obtained in a comparable
transaction at such time on an arm's length basis from a Person that is not an
Affiliate of the Borrower or such Restricted Subsidiary, (b) Affiliate
Transactions, which together with all Affiliate Transactions that are part of a
common plan, have an aggregate value of not more than $2,500,000.00, provided
that a majority of the disinterested members of the Board of Directors of the
Borrower determine that such transactions are conducted in good faith and on
terms that are no less favorable to the Borrower or the relevant Restricted
Subsidiary than those that would have been obtained in a comparable transaction
at such time on an arm's-length basis from a Person that is not an Affiliate of
the Borrower or such Restricted Subsidiary, (c) Affiliate Transactions for which
the Borrower delivers to the Administrative Agent an opinion as to the fairness
to the Borrower or such Restricted Subsidiary from a financial point of view,
issued by an investment banking firm of national standing and (d) Permitted
Affiliate Transactions and other Restricted Payments permitted by the provisions
described in Section 7.29 of this Agreement ("Limitation on Restricted
Payments").

Section 7.32 Limitation on Sale and Issuance of Subsidiary Stock. The Borrower
shall not sell, and shall not permit any of its Restricted Subsidiaries to issue
or sell, any shares of Capital Stock of any Restricted Subsidiary (other than
directors' qualifying shares) to any Person other than the Borrower or a Wholly
Owned Subsidiary; provided, however, that this provision shall not prohibit the
sale of all of the Capital Stock of any Restricted Subsidiary owned by the
Borrower or its Restricted Subsidiaries if the Net Proceeds from such Asset Sale
are used in accordance with the provisions of Section 7.37 of this Agreement
("Limitation on Asset Sales").

Section 7.33 Lines of Business. The Borrower shall not, and shall not permit any
Restricted Subsidiary to, engage in any type of business other than the
restaurant business conducted by the Borrower on the date of this Agreement and
businesses reasonably related thereto

Section 7.34 Hedging Activities. The Borrower shall not, and shall not permit
any Restricted Subsidiary to, enter into any derivative, futures or other
similar agreement or instrument except in the ordinary course of business to
hedge actual or expected fluctuations in prices or interest rates.

Section 7.35 Limitations on Mergers. (a) The Borrower shall not consolidate or
merge with or into (whether or not the Borrower is the surviving corporation),
or transfer all or substantially all of its properties or assets (determined on
a consolidated basis for the Borrower and its Restricted Subsidiaries) in one or
more related transactions to, any other Person unless:

         (i) the Borrower is the surviving Person or the Person formed by or
         surviving any such consolidation or merger (if other than the Borrower)
         or to which such transfer has been made is a corporation organized and
         existing under the laws of the United States, any state thereof or the
         District of Columbia,

         (ii) the Person formed by or surviving any such consolidation or merger
         (if other than the Borrower) or the Person to which such transfer has
         been made assumes all obligations of the Borrower under this Agreement,
         the Notes and all other Loan Documents, pursuant to instruments and
         documents in form reasonably satisfactory to the Lenders;

         (iii) immediately before and after such transaction, no Default or
         Event of Default exists,


           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 46 of 85 Pages
<PAGE>   47

         (iv) the Borrower, or any Person formed by or surviving any such
         consolidation or merger, or to which such transfer has been made, (1)
         has a Consolidated Net Worth (immediately after the transaction but
         prior to any purchase accounting adjustments resulting from the
         transaction) not less than 100% of the Consolidated Net Worth of the
         Borrower immediately preceding the transaction and (2) shall be
         permitted, at the time of such transaction and after giving pro forma
         effect thereto as if such transaction had occurred at the beginning of
         the applicable four-quarter period, to incur at least $1.00 of
         additional Debt pursuant to clause (a) of Section 7.27 of this
         Agreement ("Limitation on Incurrence of Debt"), and

         (v) such transaction does not result in a Change of Control.

(b) No Guarantor may consolidate or merge with or into (whether or not such
Guarantor is the surviving corporation), any other Person (except the Borrower
or another Guarantor) unless:

         (i) the Person formed by or surviving any such consolidation or merger
         (if other than the Guarantor) assumes all the obligations of such
         Guarantor with respect to the Indebtedness and the other Loan
         Documents, pursuant to an instrument in a form reasonably satisfactory
         to the Administrative Agent,

         (ii) immediately before and after such transaction, no Default or Event
         of Default exists, and

         (iii) the Borrower (1) has a Consolidated Net Worth (immediately after
         the transaction but prior to any purchase accounting adjustments
         resulting from the transaction) not less than 100% of the Consolidated
         Net Worth of the Borrower immediately preceding the transaction and (2)
         shall be permitted, at the time of such transaction and after giving
         pro forma effect thereto as if such transaction had occurred at the
         beginning of the applicable four-quarter period, to incur at least
         $1.00 of additional Debt pursuant to clause (a) of Section 7.27 of this
         Agreement "Limitation on Incurrence of Debt".

The Borrower shall deliver to the Administrative Agent prior to the consummation
of any proposed transaction an Officer's Certificate to the foregoing effect, an
opinion of counsel acceptable to Administrative Agent, stating all conditions
precedent to the proposed transaction provided for in this Agreement have been
complied with and a written statement from a firm of independent public
accountants of established national reputation reasonably satisfactory to the
Administrative Agent stating that the proposed transaction complies with clause
(iv) of clause (a) and clause (iii) of clause (b).

Section 7.36 Limitation on Impairment of Lien. Neither the Borrower nor any of
its Subsidiaries will take or omit to take any action which action or omission
would have the result of adversely affecting or impairing the Lien in favor of
the Collateral Agent under the Security Documents or the priority thereof; and
neither the Borrower nor any of its Subsidiaries shall grant to any Person, or
suffer any Person (other than the Borrower and its Restricted Subsidiaries) to
have (other than to the Collateral Agent, the trustee and holders of notes under
the Indenture, and the agent and holders notes under the Term Loan Credit
Agreement) any interest whatsoever in the Collateral other than Permitted Liens
and Purchase Money Liens. Neither the Borrower nor any of its Subsidiaries will
enter into any agreement or instrument that by its terms requires the


           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 47 of 85 Pages
<PAGE>   48

proceeds received from any sale of Collateral to be applied to repay, redeem,
defease or otherwise acquire or retire any Debt, other than as contemplated by
the Intercreditor Agreement, this Agreement, the Indenture, the Term Loan Credit
Agreement and the Security Documents.

Section 7.37 Limitation on Asset Sales. The Borrower shall not, and shall not
permit any Restricted Subsidiary to, make any Asset Sale (including the
Permitted Sale/Leaseback Transaction provided for under this Agreement) unless:

         (a) except for the Permitted Sale/Leaseback Transaction, the EBITDA
         Contribution of the assets subject to such Asset Sale plus the EBITDA
         Contribution of all assets subject to Asset Sales since the date of
         this Agreement (exclusive of the EBITDA Contribution of assets subject
         to the Permitted Sale/Leaseback Transaction) does not exceed an
         aggregate of 10.00 percentage points (where the calculation of the
         EBITDA Contribution percentage points attributable to each Asset Sale,
         if any, is made as of the date of each such Asset Sale),

         (b) after giving pro forma effect to such Asset Sale as of the most
         recent quarter-end prior to the date of the Asset Sale, would there
         exist a Default or Event of Default,

         (c) the Fee Simple Values, after giving effect to the Asset Sale, will
         not be less than 175% of (i) the total of all Commitments at the time
         of the Asset Sale, minus, (ii) available Cash Balances pledged to the
         Collateral Agent to secure undrawn balances of outstanding Letters of
         Credit at the time of the Asset Sale (excluding available Cash Balances
         pledged to the Collateral Agent Section 8.05 (which are subject to
         release)),

         (d) the Borrower or such Restricted Subsidiary receives consideration
         at the time of such Asset Sale at least equal to the fair market value
         (as determined in good faith by the Board of Directors as evidenced by
         a resolution of the Board of Directors set forth in an Officer's
         Certificate delivered to the Administrative Agent) of the assets
         subject to such Asset Sale,

         (e) at least 80% of the consideration for such Asset Sale is in the
         form of cash, Cash Equivalents or liabilities of the Borrower or any
         Restricted Subsidiary (other than liabilities that are by their terms
         subordinated to the Indebtedness or any Guarantee of the Indebtedness)
         that are assumed by the transferee of such assets (provided, that
         following such Asset Sale there is no further recourse to the Borrower
         and its Restricted Subsidiaries with respect to such liabilities), and

         (f) within twelve (12) months of such Asset Sale, the Net Proceeds
         thereof are (i) invested in assets related to the business of the
         Borrower or its Restricted Subsidiaries, or (ii) used to repay Advances
         under the Credit Facility and pledge available Cash Balances to the
         Collateral Agent to secure undrawn balances of outstanding Letters of
         Credit, or (iii) to the extent not used as provided in clause (i) or
         (ii), held by the Borrower to fund an offer to make a Indenture or Term
         Loan Principal Repayment required as the result of such Asset Sale, or
         (iv) to the extent not used as provided in clause (i) or (ii) and to
         the extent allowed under Section 7.38(d), held by the Borrower to fund
         an offer to make a Indenture or Term Loan Principal Repayment allowed
         (but not required) under the Indenture or the Term Loan Credit
         Agreement as the result of such Asset Sale. In the


           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 48 of 85 Pages
<PAGE>   49

         event Net Proceeds of an Asset Sale are used to make a permitted offer
         to make a Indenture or Term Loan Principal Repayment, within ten (10)
         days after all or part of the offer expires without acceptance or the
         Borrower receives written notice that all or part of the offer is not
         accepted, the Borrower will use the portion of the Net Proceeds of the
         Asset Sale held to fund the unaccepted part of the offer as provided in
         clause (i), clause (ii), or, if there are no outstanding Advances under
         the Credit Facility and the total balance of undrawn balances of all
         outstanding Letters of Credit are fully secured by pledged Cash
         Balances, then for other general corporate purposes.

For the purposes of this covenant, securities received by the Borrower or any
Restricted Subsidiary from the transferee that are converted by the Borrower or
such Restricted Subsidiary into cash within 90 days shall be considered cash.

Section 7.38 Limitation on Indenture or Term Loan Principal Repayments. (a) The
Borrower shall not offer to make any Indenture or Term Loan Principal Repayment,
unless, at the time of the offer, no Default has occurred and is continuing
under Section 9.01 of this Agreement, no Event of Default has occurred and is
continuing, and:

         (i) the Indenture or Term Loan Principal Repayment offered is required
         under the Excess Cash Flow Put (not simply an allowed Indenture or
         Term Loan Principal Repayment) and, if more than $5,000,000.00 in
         Indenture or Term Loan Principal Repayments is offered, (1) there are
         no outstanding Advances under the Credit Facility as of the offer
         date, and (2) unless, at both the offer date and the payment date of
         the Indenture or Term Loan Principal Repayment, Cash Balances are
         pledged to the Collateral Agent to secure no less than 50% of the then
         total balance of undrawn balances of outstanding Letters of Credit, as
         of the date of the payment date of the Indenture or Term Loan
         Principal Repayment, the Borrower makes an additional pledge to the
         Collateral Agent of Cash Balances equal to at least one-third (1/3) of
         the Indenture or Term Loan Principal Repayment required under the
         Excess Cash Flow Put in excess of $5,000,000.00, to secure the undrawn
         balances of outstanding Letters of Credit, up to 50% of the then total
         balance of undrawn balances of outstanding Letters of Credit (and the
         Banks shall not be required to release these additional pledged Cash
         Balances except to the extent that they exceed the undrawn balances of
         outstanding Letters of Credit), or

         (ii) the Indenture or Term Loan Principal Repayment offered is required
         under the Indenture or the Term Loan Credit Agreement as the result of
         an Asset Sale (not simply an allowed Indenture or Term Loan Principal
         Repayment), or

         (iii) the Indenture or Term Loan Principal Repayment offered is
         required or allowed under the Indenture or the Term Loan Credit
         Agreement as the result of the Permitted Sale/Leaseback Transaction
         provided for under this Agreement, or

         (iv) the Indenture or Term Loan Principal Repayment offered is to be
         made in exchange for Equity Interests of the Borrower (other than
         Disqualified Stock), or

         (v) the Indenture or Term Loan Principal Repayment offered is to be
         made with the aggregate net cash proceeds (or of the net cash proceeds
         received upon the conversion of non-cash proceeds into cash) received
         by the Borrower from the issuance or sale, other


           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 49 of 85 Pages
<PAGE>   50

         than to a Subsidiary, of Equity Interests of the Borrower (other than
         Disqualified Stock) after the date of this Agreement and on or prior to
         the time of such Restricted Payment, or

         (vi) the Indenture or Term Loan Principal Repayment offered is to be
         made with the aggregate net cash proceeds (or of the net cash proceeds
         received upon the conversion of non-cash proceeds into cash) received
         by the Borrower from the issuance or sale, other than to a Subsidiary,
         of any Disqualified Stock or debt security of the Borrower that has
         been converted or exchanged into Equity Interests of the Borrower
         (other than Disqualified Stock) pursuant to the terms thereof after the
         date of this Agreement and on or prior to the time of such Indenture or
         Term Loan Principal Repayment (including any additional net cash
         proceeds not included in clause (v) above received by the Borrower upon
         such conversion or exchange).

An accepted offer to make an Indenture or Term Loan Principal Repayment under
this clause (a) may be paid by the Borrower even if, at the time the Indenture
or Term Loan Principal Repayment is made, a Default has occurred and is
continuing under Section 9.01 or an Event of Default has occurred and is
continuing; provided that, at the time the offer was made, no Default had
occurred and was continuing under Section 9.01 and no Event of Default had
occurred and was continuing and the offer was otherwise allowed to be made under
this clause (a).

(b) In addition to the Indenture or Term Loan Principal Repayments allowed in
clause (a) of this covenant, if the Excess Cash Flow for a fiscal year exceeds
$5,000,000.00, the Borrower may make, and offer to make, additional Indenture or
Term Loan Principal Repayments in the next succeeding fiscal year allowed under
the Excess Cash Flow Put if:

         (i) no Default or Event of Default has occurred and is continuing or
         would occur as a consequence of the Indenture or Term Loan Principal
         Repayment,

         (ii) at both the offer date and the payment date of the Indenture or
         Term Loan Principal Repayment, the Borrower has sufficient available
         unrestricted Cash Balances and Cash Equivalents to fund the payment of
         the Indenture or Term Loan Principal Repayment and any required
         additional pledge to secure undrawn balances of outstanding Letters of
         Credit,

         (iii) at both the offer date and the payment date of the Indenture or
         Term Loan Principal Repayment, there are no outstanding Advances under
         the Credit Facility,

         (iv) unless at both the offer date and the payment date of the
         Indenture or Term Loan Principal Repayment, Cash Balances are pledged
         to the Collateral Agent to secure no less than 50% of the then total
         balance of undrawn balances of outstanding Letters of Credit, then (1)
         the additional Indenture or Term Loan Principal Repayments (i.e., those
         in excess of $5,000,000.00 for the prior fiscal year plus one-half
         (1/2) of the Excess Cash Flow between $5,000,000.00 and $10,000,000.00
         for the prior fiscal year) during such succeeding fiscal year do not
         exceed 25% of the Excess Cash Flow between $5,000,000.00 and
         $10,000,000.00 for the prior fiscal year and 75% of the Excess Cash
         Flow in excess of $10,000,000.00 for the prior fiscal year, and (2) as
         of the date of the payment date of the Indenture or Term Loan Principal
         Repayment, the Borrower makes an additional pledge to the Collateral
         Agent of Cash Balances equal to at least one-third



           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 50 of 85 Pages
<PAGE>   51

         (1/3) of the additional Indenture or Term Loan Principal Repayments
         made under this clause (b) to secure the undrawn balances of
         outstanding Letters of Credit, up to 50% of the then total balance of
         undrawn balances of outstanding Letters of Credit (and the Banks shall
         not be required to release these additional pledged Cash Balances
         except to the extent that they exceed the undrawn balances of
         outstanding Letters of Credit), and

         (v) the aggregate of Indenture or Term Loan Principal Repayments
         offered and made under the Excess Cash Flow Put (both mandatory and
         voluntary) during any year does not exceed the Excess Cash Flow for the
         preceding fiscal year.

(c) In addition to the Indenture or Term Loan Principal Repayments allowed in
clauses (a) and (b) of this covenant, beginning after the second anniversary of
the date of this Agreement, the Borrower may make, and offer to make, additional
Indenture or Term Loan Principal Repayments allowed under the Indenture or the
Term Loan Credit Agreement if:

         (i) no Default or Event of Default has occurred and is continuing or
         would occur as a consequence of the Indenture or Term Loan Principal
         Repayment,

         (ii) at both the offer date and the payment date of the Indenture or
         Term Loan Principal Repayment, the Borrower has sufficient available
         unrestricted Cash Balances and Cash Equivalents to fund the payment of
         the Indenture or Term Loan Principal Repayment and any required
         additional pledge to secure undrawn balances of outstanding Letters of
         Credit,

         (iii) at both the offer date and the payment date of the Indenture or
         Term Loan Principal Repayment, there are no outstanding Advances under
         the Credit Facility,

         (iv) unless at both the offer date and the payment date of the
         Indenture or Term Loan Principal Repayment, Cash Balances are pledged
         to the Collateral Agent to secure no less than 50% of the then total
         balance of undrawn balances of outstanding Letters of Credit, then (1)
         the additional Indenture or Term Loan Principal Repayments under this
         clause (c) during any fiscal year do not exceed (A) 25% of the Excess
         Cash Flow between $5,000,000.00 and $10,000,000.00 for the prior
         fiscal years and 75% of the Excess Cash Flow in excess of
         $10,000,000.00 for the prior fiscal years (beginning with the fiscal
         year ending June 30, 2001), minus (B) the aggregate of Indenture or
         Term Loan Principal Repayments made under clause (b) and this clause
         (c) and the aggregate of Indenture or Term Loan Principal Repayments
         offers then outstanding under clause (b) and this clause (c), and (2)
         as of the payment date of the Indenture or Term Loan Principal
         Repayment, the Borrower makes an additional pledge to the Collateral
         Agent of Cash Balances equal to at least one-third (1/3) of the
         additional Indenture or Term Loan Principal Repayments made under this
         clause (c) to secure the undrawn balances of outstanding Letters of
         Credit, up to 50% of the then total balance of undrawn balances of
         outstanding Letters of Credit (and the Banks shall not be required to
         release these additional pledged Cash Balances except to the extent
         that they exceed the undrawn balances of outstanding Letters of
         Credit), and

         (v) the aggregate of all Indenture or Term Loan Principal Repayments
         offered and made under the Excess Cash Flow Put and under this clause
         (c) does not exceed the


           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 51 of 85 Pages
<PAGE>   52

         aggregate of the Excess Cash Flows of the Borrower for all fiscal
         years, beginning with the fiscal year ending June 30, 2001.

(d) In addition to the Indenture or Term Loan Principal Repayments required from
Net Proceeds of Assets Sales (as allowed in clauses (a)(ii) and (a)(iii)), the
Borrower may make, and offer to make, additional Indenture or Term Loan
Principal Repayments with the Net Proceeds of Assets Sales if:

         (i) no Default or Event of Default has occurred and is continuing or
         would occur as a consequence of the Indenture or Term Loan Principal
         Repayment,

         (ii) at both the offer date and the payment date of the Indenture or
         Term Loan Principal Repayment, the Borrower has sufficient available
         unrestricted Cash Balances and Cash Equivalents to fund the payment of
         the Indenture or Term Loan Principal Repayment and any required
         additional pledge to secure undrawn balances of outstanding Letters of
         Credit,

         (iii) at both the offer date and the payment date of the Indenture or
         Term Loan Principal Repayment, there are no outstanding Advances under
         the Credit Facility, and

         (iv) unless at both the offer date and the payment date of the
         Indenture or Term Loan Principal Repayment, Cash Balances are pledged
         to the Collateral Agent to secure no less than 50% of the then total
         balance of undrawn balances of outstanding Letters of Credit, then (1)
         the additional allowed Indenture or Term Loan Principal Repayments from
         Net Proceeds of an Asset Sale do not exceed 75% of the Net Proceeds of
         the Asset Sale not required to make required Indenture or Term Loan
         Principal Repayments from the Net Proceeds of the Asset Sale, and (2)
         as of the date of the payment date of the Indenture or Term Loan
         Principal Repayment, the Borrower makes an additional pledge to the
         Collateral Agent of Cash Balances equal to at least one-third (1/3) of
         the additional Indenture or Term Loan Principal Repayments made under
         this clause (d) to secure the undrawn balances of outstanding Letters
         of Credit, up to 50% of the then total balance of undrawn balances of
         outstanding Letters of Credit (and the Banks shall not be required to
         release these additional pledged Cash Balances except to the extent
         that they exceed the undrawn balances of outstanding Letters of
         Credit).

(e) The forgoing notwithstanding, the Borrower shall not offer to make any
Indenture or Term Loan Principal Repayment under the Excess Cash Flow Put
(voluntary or involuntary) that would cause the Borrower to not be in compliance
with the fixed charge coverage requirement of Section 8.02 as of the end of a
fiscal year, on a pro forma basis, where the offered Excess Cash Flow Put
Indenture or Term Loan Principal Repayments are treated as having been made at
the end of the fiscal year in which the Excess Cash Flow occurred (i.e., the end
of the fiscal year immediately preceding the fiscal year in which the offer is
to be made).

Section 7.39 Indenture and Term Loan Credit Agreement Amendments. The Borrower
shall not amend the Indenture or the Term Loan Credit Agreement in any material
respect (including, without limitation, any amendment to modify the Indenture or
Term Loan Principal Repayments required or allowed under the Indenture or the
Term Loan Credit Agreement).


           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 52 of 85 Pages
<PAGE>   53

Section 7.40 Additional Assurances. The Borrower shall, and shall cause each
Restricted Subsidiary to, make, execute and deliver to the Administrative Agent
such promissory notes, instruments, documents and other agreements as the
Administrative Agent or any Bank may reasonably request to evidence and secure
the Advances and Letters of Credit under the Credit Facility. Also, the Borrower
shall, and shall cause each Guarantor to, at their sole cost and expense,
execute and deliver all such agreements and instruments as the Collateral Agent
or the Administrative Agent shall reasonably request to more fully or accurately
described the property intended to be Collateral or the obligations intended to
be secured by the Security Documents. The Borrower shall, and shall cause each
Guarantor, at their sole cost and expense, to file any such notice filings or
other agreements or instruments as may be reasonably necessary or desirable
under applicable law to perfect the Liens created by the Security Documents at
such times and at such places as the Collateral Agent or the Administrative
Agent may reasonably request. Without limitation of the foregoing, from and
after the date of this Agreement, in the event the Borrower or any Restricted
Subsidiary begins to operate in a state or territory of the United States in
which a financing statement perfecting the Liens created by the Security
Documents is then not perfected, the Borrower shall, and shall cause such
Restricted Subsidiary to, execute, file and forward to the Collateral Agent and
the Administrative Agent a copy of such filed financing statement.

                                  ARTICLE VIII
                               FINANCIAL COVENANTS

Subject to the cure provisions of Section 8.05, below, the Borrower will at all
times comply the following financial covenants contained in this Article VIII,
as long as this Agreement remains in effect:

Section 8.01 Maximum Leverage Ratio. The Borrower shall maintain a Leverage
Ratio of no more than (a) 3.750 to 1.000 through the fiscal quarter ending
December 31, 2001, (b) 3.375 to 1.000 through the fiscal quarter ending December
31, 2002, and (c) 3.000 to 1.000 at all times thereafter. Leverage Ratio of the
Borrower as of each fiscal quarter end shall be calculated using Consolidated
Total Funded Debt Net of Cash Balances as of the fiscal quarter then ending and
Consolidated EBITDA for the period of four (4) fiscal quarters then ending.

Section 8.02 Minimum Fixed Charge Coverage. The Borrower shall maintain a fixed
charge coverage of no less than 1.00, where fixed charge coverage is the result
of the following formula:

 Consolidated EBITDAR - Consolidated Capital Expenditures + Purchase Money CAPEX
        ----------------------------------------------------------------
        Consolidated Fixed Charges + Excess Restricted Payments (if any)

Fixed charge coverage as of each fiscal quarter end shall be calculated using
consolidated EBITDAR, Consolidated Capital Expenditures, Consolidated Fixed
Charges and Excess Restricted Payments for the period of four (4) fiscal
quarters then ending; provided, however that Excess Cash Flow Put Indenture or
Term Loan Principal Repayments made in a fiscal year shall be treated as having
been made at the end of the fiscal year in which the Excess Cash Flow occurred
(i.e., the end of the fiscal year immediately preceding the fiscal year in which
the Excess Cash Flow Put Indenture or Term Loan Principal Repayment is made).


           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 53 of 85 Pages
<PAGE>   54

Section 8.03 Minimum Consolidated Tangible Net Worth. The Borrower shall
maintain an Consolidated Tangible Net Worth of at least the sum of (a) 90% of
the Consolidated Tangible Net Worth of the Borrower as of the date of this
Agreement, (b) 50% of the cumulative Consolidated Net Income of the Borrower and
its Restricted Subsidiaries after the date of this Agreement (if positive), and
(c) 100% of the Net Proceeds of any Qualified Equity Offering after the date of
this Agreement.

Section 8.04 Testing Frequency. The Borrower shall be tested quarterly (based on
the fiscal year of the Borrower) for compliance with the financial covenants
included in this Article VIII after receipt of the quarterly and annual
financial statements of the Borrower.

Section 8.05 Cure Provision. An Event of Default under this Agreement shall not
occur as the result of failure of the Borrower to comply with a financial
covenant contained in this Article VIII, if, within fifteen (15) calendar days
after the Borrower discovers non-compliance,

         (a) the Borrower pledges available Cash Balances to the Collateral
         Agent to secures the total balance of undrawn balances of outstanding
         Letters of Credit, and

         (b) the Borrower repays all outstanding Advances under the Credit
         Facility.

The Borrower acknowledges and agrees that once non-compliance with a financial
covenant contained in this Article VIII occurs, the Banks shall not be required
to release Cash Balances securing undrawn amounts under outstanding Letters of
Credit and the Banks shall not be obligated to make any Advances or issue any
Letter of Credit under the Credit Facility, unless and until the Borrower
establishes, to the satisfaction of the Administrative Agent, that the Borrower
is in full compliance with all of the financial covenants contained in this
Article VIII.

                                   ARTICLE IX
                                EVENTS OF DEFAULT

The following actions or inactions or both shall constitute Events of Default
under this Agreement:

Section 9.01 Default Under the Indebtedness. Should the Borrower fail to pay
when due any principal due under the Notes, or fail to pay any interest due
under the Notes within five (5) Domestic Business Days after such interest
becomes due, or fail to pay any fee or other amount payable under the this
Agreement or any other Loan Document within five (5) Domestic Business Days
after such fee or other amount becomes due.

Section 9.02 Other Default Under this Agreement. Should the Borrower violate, or
fail to comply fully with, any of the other terms and conditions of, this
Agreement, and such violation or failure shall not have been remedied within
fifteen (15) calendar days after notice of such violation or failure by
Administrative Agent to the Borrower.

Section 9.03 Default Under Other Loan Documents. Should any event of default
occur or exist (after expiration of any applicable cure periods) under any other
Loan Document.


           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 54 of 85 Pages
<PAGE>   55

Section 9.04 Default Under Indenture or Term Loan Credit Agreement. Should any
event of default occur or exist (after expiration of any applicable cure
periods) under the Indenture or the Term Loan Credit Agreement.

Section 9.05 Other Defaults. Should the Borrower or any Guarantor default (after
expiration of any applicable cure periods) under any loan, extension of credit,
security agreement, purchase or sales agreement, or any other agreement, in
favor of any other creditor or person that may materially and adversely affect
the financial condition of the Borrower or any Guarantor, or the ability of the
Borrower or any Guarantor to perform their respective obligations under this
Agreement, or any other Loan Document, or pertaining to the Indebtedness, and
such default shall not have been remedied within fifteen (15) calendar days
after notice of such default by the Administrative Agent to the Borrower.

Section 9.06 Change of Control. Should a Change of Control occur with
respect to the Borrower.

Section 9.07 Insolvency. Should the suspension of business, failure or
insolvency, however evidenced, of the Borrower or any Guarantor occur or exist.

Section 9.08 Voluntary Readjustment of Indebtedness. Should proceedings for
readjustment of indebtedness, reorganization, bankruptcy, composition or
extension under any insolvency law be brought by the Borrower or any Guarantor.

Section 9.09 Involuntary Readjustment of Indebtedness. Should proceedings for
readjustment of indebtedness, reorganization, bankruptcy, composition or
extension under any insolvency law be brought against the Borrower or any
Guarantor, and such proceedings are not dismissed within sixty (60) calendar
days after commencement.

Section 9.10 Assignment for Benefit of Creditors. Should the Borrower or any
Guarantor file proceedings for a respite or make a general assignment for the
benefit of creditors.

Section 9.11 Receivership. Should proceedings for the appointment of a receiver
of all or any part of the property of the Borrower or any Guarantor be commenced
and such proceedings are not dismissed within sixty (60) calendar days after
commencement, or should a receiver be appointed for all or any part of the
property of the Borrower or any Guarantor.

Section 9.12 Dissolution Proceedings. Should proceedings for the dissolution or
appointment of a liquidator of the Borrower or any Guarantor be commenced and
such proceedings are not dismissed within sixty (60) calendar days after
commencement, or should a liquidator be appointed for all or any part of the
property of the Borrower or any Guarantor.

Section 9.13 False Statements. Should any representation or warranty of the
Borrower or any Guarantor made to the Administrative Agent or any Bank prove to
be incorrect or misleading in any material respect.

Section 9.14 Defective Collateralization. Should any Security Document granting
the Banks or the Collateral Agent a security interest in a substantial portion
of the Collateral cease to be in full force and effect (including the failure of
any such Security Document to create a valid and perfected security interest) at
any time for any reason, except as allowed under this Agreement.


           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 55 of 85 Pages
<PAGE>   56

                                    ARTICLE X
                          EFFECT OF AN EVENT OF DEFAULT

The Banks, the Administrative Agent and the Collateral Agent shall have the
following rights if an Event of Default occurs:

Section 10.01 Termination and Acceleration Rights of Banks. If any Event of
Default shall occur, all commitments and obligations of the Banks under this
Agreement, any of the other Loan Documents or any other agreement (including any
obligation to make further Advances or issue Letters of Credit) will terminate,
at the option of the Administrative Agent acting at the direction of the
Required Banks. At the option of the Administrative Agent acting at the
direction of the Required Banks, all amounts outstanding under the Notes, this
Agreement and the other Loan Documents immediately will become due and payable,
all without notice of any kind to the Borrower, except that in the case of an
Event of Default of the type described in the "Insolvency" or "Readjustment of
Indebtedness" subsections above, such acceleration shall be automatic and not
optional.

Section 10.02 Collection Actions and Collateral. If any Event of Default shall
occur, the Administrative Agent, the Collateral Agent and the Banks shall have
the additional right, again at their sole option, to file appropriate collection
actions against the Borrower and/or against any Guarantor, and/or to proceed or
exercise any rights against any other Collateral then securing repayment of the
Notes, subject to the terms and conditions of the Intercreditor Agreement.

Section 10.03 Rights under Loan Documents. Subject to the terms and conditions
of the Intercreditor Agreement, the Administrative Agent, the Collateral Agent
and the Banks shall have all the rights and remedies provided in the Loan
Documents or available at law, in equity, or otherwise.

Section 10.04 Remedies Cumulative. The Borrower further agrees that the remedies
of the Banks, the Administrative Agent and the Collateral Agent shall be
cumulative in nature and nothing under this Agreement or otherwise (except as
otherwise provided in the Intercreditor Agreement), shall be construed as to
limit or restrict the options and remedies available to any Bank, the
Administrative Agent or the Collateral Agent following any Event of Default
under this Agreement or otherwise. Except as otherwise provided in the
Intercreditor Agreement or as may be prohibited by applicable law, all of the
rights and remedies of the Banks, the Administrative Agent and the Collateral
Agent may be exercised singularly or concurrently. Except as otherwise provided
in the Intercreditor Agreement, election by any Bank, the Administrative Agent
or the Collateral Agent to pursue any remedy shall not exclude pursuit of any
other remedy, and an election to make expenditures or to take action to perform
an obligation of the Borrower or of any Guarantor shall not affect the right of
the Administrative Agent to declare an Event of Default and to exercise its
rights and remedies.

                                   ARTICLE XI
                      CHANGE IN CIRCUMSTANCES; COMPENSATION

Section 11.01 Basis for Determining Interest Rate Inadequate or Unfair. If on or
prior to the first day of any Interest Period:


           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 56 of 85 Pages
<PAGE>   57

         (a) the Administrative Agent determines that deposits in Dollars (in
         the applicable amounts) are not being offered in the relevant market
         for such Interest Period, or

         (b) the Required Banks advise the Administrative Agent that the London
         Interbank Offered Rate as determined by the Administrative Agent will
         not adequately and fairly reflect the cost to such Banks of funding the
         relevant type of Euro-Dollar Loans for such Interest Period,

the Administrative Agent shall forthwith give notice thereof to the Borrower and
the Banks, whereupon, until the Administrative Agent notifies the Borrower that
the circumstances giving rise to such suspension no longer exist, the
obligations of the Banks to make the type of Euro-Dollar Loans specified in such
notice shall be suspended. The election by Borrower to make a suspended type
Euro-Dollar Loan shall instead be made as a Base Rate Loan.

Section 11.02 Illegality. If, after the date of this Agreement, the adoption of
any applicable law, rule or regulation, or any change in any existing or future
law, rule or regulation, or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof (any such authority, bank or
agency being referred to as an "Authority" and any such event being referred to
as a "CHANGE OF LAW"), or compliance by any Bank (or its Lending Office) with
any request or directive (whether or not having the force of law) of any
Authority shall make it unlawful or impossible for any Bank (or its Lending
Office) to make, maintain or fund its Euro-Dollar Loans and such Bank shall so
notify the Administrative Agent, the Administrative Agent shall forthwith give
notice thereof to the other Banks and the Borrower, whereupon until such Bank
notifies the Borrower and the Administrative Agent that the circumstances giving
rise to such suspension no longer exist, the obligation of such Bank to make
Euro-Dollar Loans shall be suspended. Before giving any notice to the
Administrative Agent pursuant to this Section, such Bank shall designate a
different Lending Office if such designation will avoid the need for giving such
notice and will not, in the judgment of such Bank, be otherwise disadvantageous
to such Bank. If such Bank shall determine that it may not lawfully continue to
maintain and fund any of its outstanding Euro-dollar Loans to maturity and shall
so specify in such notice, the Borrower shall immediately prepay in full the
then outstanding principal amount of each Euro-Dollar Loan of such Bank,
together with accrued interest thereon and any amount due such Bank pursuant to
Section 11.05(a). Concurrently with prepaying each such Euro-Dollar Loan, the
Borrower shall borrow a Base Rate Loan in an equal principal amount from such
Bank (on which interest and principal shall be payable contemporaneously with
the related Euro-Dollar Loans of the other Banks), and such Bank shall make such
a Base Rate Loan.

Section 11.03 Increased Cost and Reduced Return. (a) If after the date of
this Agreement, a Change of Law or compliance by any Bank (or its Lending
Office) with any request or directive (whether or not having the force of law)
of any Authority:

         (i) shall subject any Bank (or its Lending Office) to any tax, duty, or
         other charge with respect to its Euro-Dollar Loans, its Notes or its
         obligation to make Euro-Dollar Loans, or shall change the basis of
         taxation of payments to any Bank (or its Lending Office) of the
         principal of or interest on its Euro-Dollar Loans or any other amounts
         due



           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 57 of 85 Pages
<PAGE>   58

         under this Agreement in respect of its Euro-Dollar Loans or its
         obligation to make Euro-Dollar Loans (except for changes in the rate of
         tax on the overall net income of such Bank or its Lending Office
         imposed by the jurisdiction in which such Bank's principal executive
         office or Lending Office is located); or

         (ii) shall impose, modify or deem applicable any reserve, special
         deposit or similar requirement (including, without limitation, any such
         requirement imposed by the Board of Governors of the Federal Reserve
         System, but excluding with respect to any Euro-Dollar Loan any such
         requirement included in an applicable Euro-Dollar Reserve Percentage)
         against assets of, deposits with or for the account of, or credit
         extended by, any Bank (or its Lending Office); or

         (iii) shall impose on any Bank (or its Lending Office) or on the United
         States market for certificates of deposit or the London interbank
         market any other condition affecting its Euro-Dollar Loans, its Notes
         or its obligation to make Euro-Dollar Loans;

and the result of any of the foregoing is to increase the cost to such Bank (or
its Lending Office) of making or maintaining any Euro-Dollar Loan, or to reduce
the amount of any sum received or receivable by such Bank (or its Lending
Office) under this Agreement or under its Notes with respect thereto, by an
amount deemed by such Bank to be material, then, within 15 days after demand by
such Bank (with a copy to the Administrative Agent), the Borrower shall pay to
such Bank such additional amount or amounts as will compensate such Bank for
such increased cost or reduction.

(b) If any Bank shall have determined that after the date of this Agreement the
adoption of any applicable law, rule or regulation regarding capital adequacy;
or any change in any existing or future law, rule or regulation, or any change
in the interpretation or administration thereof, or compliance by any Bank (or
its Lending Office) with any request or directive regarding capital adequacy
(whether or not having the force of law) of any Authority, has or would have the
effect of reducing the rate of return on such Bank's capital as a consequence of
its obligations hereunder to a level below that which such Bank could have
achieved but for such adoption, change or compliance (taking into consideration
such Bank's policies with respect to a capital adequacy) by an amount deemed by
such Bank to be material, then from time to time, within 15 days after demand by
such Bank, the Borrower shall pay to such Bank such additional amount or amounts
as will compensate such Bank for such reduction.

(c) Each Bank will promptly notify the Borrower and the Administrative Agent of
any event of which it has knowledge, occurring after the date of this Agreement,
which will entitle such Bank to compensation pursuant to this Section and will
designate a different Lending Office if such designation will avoid the need
for, or reduce the amount of, such compensation and will not, in the judgment of
such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank
claiming compensation under this Section and setting forth the additional amount
or amounts to be paid to it hereunder shall be conclusive in the absence of
manifest error. In determining such amount, such Bank may use any reasonable
averaging and attribution methods.

(d) The provisions of this Section 11.03 shall be applicable with respect to any
Participant, Assignee or other Transferee, and any calculations required by such
provisions shall be made,



           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 58 of 85 Pages
<PAGE>   59

subject to the terms and conditions of Section 14.04(e), based upon the
circumstances of such Participant, Assignee or other Transferee.

Section 11.04 Base Rate Loans Substituted for Affected Euro-Dollar Loans. If (a)
the obligation of any Bank to make or maintain Euro-Dollar Loans has been
suspended pursuant to Section 11.02 or (b) any Bank has demanded compensation
under Section 11.03, and the Borrower shall, by at least five (5) Euro-Dollar
Business Days' prior notice to such Bank through the Administrative Agent, have
elected that the provisions of this Section shall apply to such Bank, then,
unless and until such Bank notifies the Borrower that the circumstances giving
rise to such suspension or demand for compensation no longer apply:

         (i) all Loans which would otherwise be made by such Bank as Euro-Dollar
         Loans shall be made instead as Base Rate Loans (in all cases interest
         and principal on such Loans shall be payable contemporaneously with the
         related Euro-Dollar Loans of the other Banks), and

         (ii) after each of its Euro-Dollar Loans has been repaid, all payments
         of principal which would otherwise be applied to repay such Euro-Dollar
         Loans shall be applied to repay its Base Rate Loans instead.

In the event that the Borrower shall elect that the provisions of this Section
shall apply to any Bank, the Borrower shall remain liable for, and shall pay to
such Bank as provided herein, all amounts due such Bank under Section 11.03 in
respect of the period preceding the date of conversion of such Bank's Loans
resulting from the Borrower's election.

Section 11.05 Compensation. Upon the request of any Bank, delivered to the
Borrower and the Administrative Agent, the Borrower shall pay to such Bank such
amount or amounts as shall compensate such Bank for any loss, cost or expense
incurred by such Bank as a result of:

         (a) any payment or prepayment of a Euro-Dollar on a date other than the
         last day of an Interest Period for such Euro-Dollar Loan;

         (b) any failure by the Borrower to prepay a Euro-Dollar Loan on the
         date for such prepayment specified in the relevant notice of prepayment
         hereunder; or

         (c) any failure by the Borrower to make Advances necessary to fully
         subscribe an Euro-Dollar Loan election;

such compensation to include, without limitation, an amount equal to the excess,
of any, of (x) the amount of interest which would have accrued on the amount so
paid or prepaid or not prepaid or borrowed for the period from the date of such
payment, prepayment or failure to prepay or borrow to the last day of the then
current Interest Period for such Euro-Dollar Loan (or, in the case of a failure
to prepay or borrow, the Interest Period for such Euro-Dollar Loan which would
have commenced on the date of such failure to prepay or borrow) at the
applicable rate of interest for such Euro-Dollar Loan provided for herein over
(y) the amount of interest (as reasonably determined by such Bank) such Bank
would have paid on deposits in Dollars of comparable amounts having terms
comparable to such period placed with it by leading banks in the London
Interbank market (if such Euro-Dollar Loan is a Euro-Dollar Loan).


           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 59 of 85 Pages
<PAGE>   60

Section 11.06 Replacement of Bank. In the event that any Bank gives any notice
under Section 11.02 resulting in the suspension of its obligation to make
Euro-Dollar Loans or requests compensation pursuant to Section 3.09 or Section
11.03, then, so long as the condition giving rise to such suspension or
compensation exists, the Borrower may designate another bank or financial
institution (such bank or financial institution being herein called a
"Replacement Bank") acceptable to the Administrative Agent (which acceptance
will not be unreasonably withheld) and which is not an Affiliate of the
Borrower, to assume such Bank's obligations under this Agreement and to purchase
such Bank's Pro Rata Share of outstanding Advances and such Bank's rights under
this Agreement and the Notes held by such Bank, all without recourse to or
representation or warranty by, or expense to, such Bank, for a purchase price
equal to the outstanding Advances payable to such Bank plus any accrued but
unpaid interest on such Loans and accrued but unpaid fees owing to such Bank
plus any amounts payable to such Bank under Section 11.05, and upon such
assumption, purchase and substitution, and subject to the execution and delivery
to the Administrative Agent by the Replacement Bank of documentation
satisfactory to the Administrative Agent (pursuant to which such Replacement
Bank shall assume the obligations of such original Bank under this Agreement),
the Replacement Bank shall succeed to the rights and obligations of such Bank
hereunder. In the event that the Borrower exercises its rights under the
preceding sentence, the Bank against which such rights were exercised shall no
longer be a party hereto or have any rights or obligations hereunder; provided
that the obligations of the Borrower to such Bank under Article XI and Section
14.09 with respect to events occurring or obligations arising before or as a
result of such replacement shall survive such exercise.

                                   ARTICLE XII
                              ADMINISTRATIVE AGENT

Section 12.01 Appointment of Administrative Agent. Each Bank hereby irrevocably
designates and appoints HIBERNIA NATIONAL BANK as the Administrative Agent for
the Banks under this Agreement, the Intercreditor Agreement and the other Loan
Documents, and each Bank hereby irrevocably authorizes HIBERNIA NATIONAL BANK as
the Administrative Agent for such Bank, to take such action on its behalf under
the provisions of this Agreement, the Intercreditor Agreement and the other Loan
Documents and to exercise such powers as are expressly delegated to the
Administrative Agent by the terms of this Agreement, together with such other
powers as are reasonably incidental thereto, including, without limitation, the
right to execute Loan Documents as the agent for each Bank. The Administrative
Agent shall not have any duties or responsibilities, except those expressly set
forth herein, or any fiduciary relationship with any Bank, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement, the Intercreditor Agreement or the other Loan
Documents, or otherwise exist against the Administrative Agent.

Section 12.02 Base Rate Loan Procedure. The Administrative Agent shall promptly
notify each Bank (by telephone to be promptly confirmed in writing by facsimile)
of each Advance made or to be made under this Agreement, the amount of each
Bank's Pro Rata Share of such Advance, and the designation of those portions of
the Advance to be treated as a Base Rate Loan and Euro-Dollar Loans and the
Interest Period for each Euro-Dollar Loan included in the Advance. Notices of
Advances and Pro Rata Shares confirmed by facsimile sent by the Administrative
Agent on or before 11:30 a.m. (New Orleans, Louisiana time) shall be deemed
received on the Domestic



           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 60 of 85 Pages
<PAGE>   61

Business Day sent. Notices of Advances and Pro Rata Shares confirmed by
facsimile sent by the Administrative Agent after 11:30 a.m. (New Orleans,
Louisiana time) shall be deemed received on the following Domestic Business Day.
Payments by the Banks to the Administrative Agent shall be paid by wire transfer
to the Administrative Agent in accordance with written instructions provided to
each Bank by the Administrative Agent no later than 3:00 p.m. on the Domestic
Business Day the notice of the Advance and Pro Rata Share is deemed received by
the noticed Bank. A notice of the Administrative Agent submitted to any Bank
with respect to amounts owing under this section shall be conclusive, absent
manifest error. The failure of any Bank to pay the Administrative Agent its Pro
Rata Share of any Advance shall not relieve any other Bank of any obligation
hereunder to pay its Pro Rata Share of such Advance, but no Bank shall be
responsible for the failure of any other Bank to make payments to the
Administrative Agent.

Section 12.03 Euro-Dollar Loan Procedure. The Administrative Agent shall
promptly notify each Bank by telephone of each Euro-Dollar Loan election made by
the Borrower (including the amount of each Euro-Dollar Loan, the amount of each
Bank's Pro Rata Share of each Euro-Dollar Loan, the Interest Period selected by
the Borrower, the commencement date of the Interest Period elected and, once
established, the applicable Adjusted London Interbank Offered Rate) to be
promptly confirmed in writing by facsimile. Effective as of the commencement
date of the Interest Period selected for a Euro-Dollar Loan, each Bank shall
fund its Pro Rata Share of the Euro-Dollar Loan by converting outstanding Base
Rate Loans, by renewing Euro-Dollar Loans whose Interest Periods expire on the
commencement date of the Interest Period for the new Euro-Dollar Loan, or a
combination of such conversions and renewals. In the event any Bank does not
have outstanding balances in Base Rate Loans and maturing Euro-Dollar Loans
sufficient to fund that Bank's Pro Rata Share of the new Euro-Dollar Loan, then
each such Bank shall pay the shortage to Administrative Agent by wire transfer
to the Administrative Agent (in accordance with written instructions provided to
each Bank by the Administrative Agent) no later than 3:00 p.m. on the
commencement date of the Interest Period selected. A notice of the
Administrative Agent submitted to any Bank with respect to amounts owing under
this section shall be conclusive, absent manifest error. The failure of any Bank
to pay the Administrative Agent its Pro Rata Share of any Euro-Dollar Loan shall
not relieve any other Bank of any obligation hereunder to pay its Pro Rata Share
of such Euro-Dollar Loans, but no Bank shall be responsible for the failure of
any other Bank to make payments to the Administrative Agent.

Section 12.04 Payments by Borrower. All payments by the Borrower under this
Agreement and the Notes shall be made to the Administrative Agent for all of the
Banks and shall be credited as payments to each Bank's Note on the Domestic
Business Day the payment is received or deemed received by the Administrative
Agent. Any payment received by the Administrative Agent later than 2:00 p.m.
(New Orleans, Louisiana time) shall be deemed to have been received on the
following Domestic Business Day and any applicable interest or fees shall
continue to accrue. By 3:30 p.m. (New Orleans, Louisiana time) on the first
Domestic Business Day after receipt, the Administrative Agent will distribute to
each Bank its Pro Rata Share of each payment of principal, interest and fees
made by the Borrower to the Administrative Agent, in like funds as received, by
wire transfer to each Bank in accordance with written instructions provided to
the Administrative Agent by each Bank. Unless the Administrative Agent receives
notice from the Borrower prior to the date on which any payment is due to the
Banks that the Borrower will not make such payment in full as and when required,
the Administrative Agent may assume that the Borrower has made

           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 61 of 85 Pages
<PAGE>   62

such payment in full to the Administrative Agent on such date in immediately
available funds and the Administrative Agent may (but shall not be so required)
in reliance upon such assumption, distribute to each Bank on such due date an
amount equal to the Pro Rata Share of such payment then due to such Bank. If and
to the extent the Borrower has not made such payment in full to the
Administrative Agent, each Bank shall repay to the Administrative Agent on
demand such amount distributed to such Bank, together with interest thereon at
the Federal Funds Rate for each day from the date such amount is distributed to
such Bank until the date repaid.

Section 12.05 Billings and Balance Information. The Administrative Agent shall
bill the Borrower for all principal and interest payments due by the Borrower
under each Note, including amounts owed under the Notes of other Banks. The
other Banks shall not bill the Borrower separately. The Administrative Agent
shall also maintain principal balance and interest calculations for each Note,
including the Notes of other Banks. The Banks agree that the billings submitted
to the Borrower by the Administrative Agent and the Administrative Agent's
records with respect to the principal balance and interest calculations for each
Note shall be conclusive, absent manifest error. In connection with Pro Rata
Share of Advances owed by each Bank to the Administrative Agent and the Pro Rata
Share of payments owed by the Administrative Agent to each Bank, the
Administrative Agent may provide "net" notices, i.e., the Pro Rata Share of
Advances owed by the Banks to the Administrative Agent shall be reduced by each
Bank's Pro Rata Share of payments made by the Borrower to the Administrative
Agent and vice versa.

Section 12.06 Sharing of Payments. Each Bank agrees that if it shall, through
the exercise of a right of set-off, compensation, counterclaim, foreclosure, or
otherwise, obtain payment with respect to any of the Indebtedness, or from any
of the Collateral, which results in its receiving more than its Pro Rata Share
of the aggregate payments with respect to all of the Indebtedness, then (a) such
Bank shall be deemed to have simultaneously purchased from the other Banks a
share in the Indebtedness so that the amount of the Indebtedness held by each
Bank shall be pro rata and (b) such other adjustments shall be made from time to
time as shall be equitable to insure that all of the Banks share such payments
ratably; provided, however, that for purposes of this section the term "Pro Rata
Share" shall be determined after subtraction of the amounts, if any, which any
such Bank has not funded its share of outstanding Advances. If all or any
portion of any such excess payment is thereafter recovered from the Bank that
received the same, the purchase provided in this section shall be rescinded to
the extent of such recovery, without interest. The Borrower expressly consents
to the foregoing arrangements and agrees that each Bank so purchasing a portion
of the other Banks' share of the Indebtedness may exercise all rights of payment
(including, without limitation, all rights of set-off, compensation, or
counterclaim) with respect to such portions as fully as if such Bank were the
direct holder of such portion. The Administrative Agent will keep records (which
shall be conclusive and binding in the absence of manifest error) of all
participations purchased under this section and will in each case notify the
Banks following any such purchases or repayments.

Section 12.07 Interest on Expenditures by Administrative Agent. Interest on
expenditures by Administrative Agent provided for in any of the Loan Documents
shall accrue from the date of each such expenditure, until repaid, at the Base
Rate.

Section 12.08 Decisions. The consent of all Banks is required in order to (a)
make any increases in the Commitment of any Bank or the maximum principal
balance of any Note, (b) reduce the

           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 62 of 85 Pages
<PAGE>   63

interest rates charged under any Note, (c) make any changes in the method of
determining the interest rates charged under any Note, (d) renew any Note or
extend any payment due date or the maturity date of any Note, (e) reduce any of
the facility charges provided for under Section 3.08 of this Agreement, (f)
release or subordinate any security interest in any Collateral, except in
accordance with the terms and conditions of the Intercreditor Agreement, (g)
amend the Intercreditor Agreement, (h) release any Guarantor, or (i) change the
definition of Required Banks or amend this Section 12.08. With the exception of
the items listed in the preceding sentence that require unanimous consent of all
Banks, all consents, approvals, elections and other actions of "Banks" provided
for under this Agreement, the Intercreditor Agreement or any of the other Loan
Documents, and any and all other decisions with respect to the Credit Facility,
may be made with the consent of the Required Banks.

Section 12.09 Attorneys-in-Fact. The Administrative Agent may execute any of its
duties under this Agreement, the Intercreditor Agreement or any of the other
Loan Documents by or through agents or attorneys-in-fact and shall be entitled
to advice of counsel concerning all matters pertaining to such duties. The
Administrative Agent shall not be responsible to the Banks for the negligence,
gross negligence or willful misconduct of any agents or attorneys-in-fact
selected by it with reasonable care.

Section 12.10 Limitation on Liability. Neither the Administrative Agent nor any
of its officers, directors, employees, agents or attorneys-in-fact shall be
liable to the Banks for any action lawfully taken or omitted to be taken by it
or them under or in connection with this Agreement, the Intercreditor Agreement
or any of the other Loan Documents except for its or their own gross negligence
or willful misconduct. Neither the Administrative Agent nor any of its
Affiliates shall be responsible in any manner to any Bank for any recitals,
statements, representations or warranties made by the Borrower, or any officer
or representative of the Borrower contained in this Agreement or in any of the
other Loan Documents, or in any certificate, report, statement or other document
referred to or provided for in or received by the Administrative Agent under or
in connection with this Agreement or any of the other Loan Documents, or for the
value, validity, effectiveness, genuineness, enforceability or sufficiency of
this Agreement or any of the other Loan Documents, or for any failure of the
Borrower to perform its obligations thereunder, or for any recitals, statements,
representations or warranties made, or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of any Collateral. The Administrative
Agent shall not be under any obligation to any Bank to ascertain or to inquire
as to the observance or performance of any of the terms, covenants or conditions
of this Agreement or any of the other Loan Documents on the part of the Borrower
or to inspect the properties, books or records of the Borrower or any
Subsidiary.

Section 12.11 Reliance. The Administrative Agent shall be entitled to rely, and
shall be fully protected in relying, upon any note, writing, resolution, notice,
consent certificate, affidavit, letter, facsimile transmission, cablegram,
telegram, telecopy or telex message, statement, order or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper person or persons and upon advice and statements of
legal counsel (including, without limitation, counsel to the Borrower),
independent accountants and other experts selected by the Administrative Agent.
The Administrative Agent shall be fully justified in failing or refusing to take
any action under this Agreement, the Intercreditor Agreement or any of the other
Loan Documents unless it shall first receive advice or concurrence of each Bank
and it

           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 63 of 85 Pages
<PAGE>   64

shall first be indemnified to its satisfaction by each Bank against any and all
liability and expense which may be incurred by the Administrative Agent by
reason of taking or continuing to take any such action. The Administrative Agent
shall in all cases be fully protected in acting, or in refraining from acting,
under this Agreement, the Intercreditor Agreement or any of the other Loan
Documents in accordance with a request of the Banks, and such request and any
action taken or failure to act pursuant thereto shall be binding upon all Banks
and all present and future holders of each Note.

Section 12.12 Notice of Default. The Administrative Agent shall not be deemed to
have knowledge or notice of the existence of any Default Event of Default
hereunder unless the Administrative Agent has received notice from a Bank or the
Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default". In the event that
the Administrative Agent receives such a notice, the Administrative Agent shall
promptly give notice thereof to the Banks. The Administrative Agent shall take
such action with respect to such Default or Event of Default as shall be
reasonably directed by the Banks; provided that, unless and until the
Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Event of Default as it shall deem
advisable in the best interests of the Banks.

Section 12.13 No Representations. Each Bank expressly acknowledges that neither
the Administrative Agent nor any of its Affiliates has made any representations
or warranties to it and that no act by the Administrative Agent hereafter taken,
including any review of the affairs of the Borrower or its Subsidiaries, shall
be deemed to constitute any representation or warranty by the Administrative
Agent to any Bank. Each Bank represents to the Administrative Agent that it has,
independently and without reliance upon the Administrative Agent or any other
Bank, and based on such documents and information as it has deemed appropriate,
made its own appraisal of and investigation into the financial condition,
creditworthiness, affairs, status and nature of the Borrower and its
Subsidiaries and made its own decision to enter into this Agreement. Each Bank
also represents that it will, independently and without reliance upon the
Administrative Agent or any other Bank, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement or any of the other Loan Documents and to make such investigation
as it deems necessary to inform itself as to the status and affairs, financial
or otherwise, of the Borrower and its Subsidiaries.

Section 12.14 Financial Statements and Reports. Promptly after receipt, the
Administrative Agent agrees to furnish the Banks with copies of all financial
statements, reports, and schedules required to be furnished to the
Administrative Agent under this Agreement. The Administrative Agent shall not
have any duty or responsibility to provide any Bank with any other information
concerning the affairs, financial condition or business of the Borrower or its
Subsidiaries that may come into the possession of the Administrative Agent.

Section 12.15 Indemnification. The Banks agree to indemnify the Administrative
Agent in its capacity as such (to the extent not reimbursed by the Borrower and
without limiting any obligations of the Borrower to do so), including its
employees, directors, officers and agents, ratably according to the respective
principal amount of the Note or Notes held by them from and



           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 64 of 85 Pages
<PAGE>   65

against any and all liabilities, obligations, losses, damages, penalties,
actions, judgements, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may at any time (including, without limitation at any
time following termination of this Agreement) be imposed on, incurred by or
asserted against the Administrative Agent, including its employees, directors,
officers and agents, in any way relating to or arising out of this Agreement,
the other Loan Documents or any other document contemplated by or referred to
herein or the transactions contemplated hereby or any action taken or omitted by
the Administrative Agent under or in connection with any of the foregoing;
provided that no Bank shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the gross negligence or willful
misconduct of the Administrative Agent. The agreements in this section shall
survive the final payment in full of the Indebtedness and the termination of
this Agreement.

Section 12.16 Administrative Agent Dealings with Borrower. The Administrative
Agent and its affiliates may accept deposits from and generally engage in any
kind of business with the Borrower as though it were not the Administrative
Agent hereunder.

Section 12.17 Administrative Agent as Bank. With respect to the Credit Facility
and any Note issued to it, the Administrative Agent shall have the same rights
and powers under this Agreement and the other Loan Documents as any Bank and may
exercise the same as though it were not the Administrative Agent, and the terms
"Bank" and "Banks" shall, unless the context otherwise indicates, include the
Administrative Agent in its individual capacity.

Section 12.18 Resignation or Removal. The Administrative Agent may resign as
Administrative Agent under this Agreement at any time. The Administrative Agent
may be removed as the Administrative Agent under this Agreement with cause by
the Banks and, if the Banks elect to remove the Administrative Agent for cause,
the Administrative Agent shall resign as Administrative Agent under this
Agreement within thirty (30) days after written notice of removal. If the
Administrative Agent resigns (voluntarily or involuntarily) as the
Administrative Agent under this Agreement, the Banks may appoint a successor
Administrative Agent for the Banks, which successor Administrative Agent shall
be a commercial bank organized under the laws of the United States or any state
thereof, whereupon such successor Administrative Agent shall succeed to the
rights, powers and duties of the former Administrative Agent and the obligations
of the former Administrative Agent shall be terminated and canceled, without any
other or further act or deed on the part of such former Administrative Agent or
any of the parties to this Agreement. The former Administrative Agent's
resignation shall not become effective until a successor Administrative Agent
has been appointed and has succeeded of record to all right, title and interest
in any of the Collateral held by the Administrative Agent; provided, however,
that if the Banks cannot agree as to a successor Administrative Agent within
ninety (90) days after such resignation, the Administrative Agent shall appoint
a successor Administrative Agent and the parties hereto agree to execute
whatever documents are necessary to effect such action under this Agreement or
any other document executed pursuant to this Agreement. At all times, all
provisions of this Agreement and the other Loan Documents shall remain in full
force and effect, even during the period between the resignation an
Administrative Agent and the appointment of as successor Administrative Agent.
After any Administrative Agent's resignation as Administrative Agent, the
provisions of this section shall inure to the benefit of the resigned
Administrative Agent as to any actions taken or omitted to be taken by it while
it was



           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 65 of 85 Pages
<PAGE>   66

Administrative Agent under this Agreement and until a successor Administrative
Agent has been appointed.

                                  ARTICLE XIII
                                COLLATERAL AGENT

Section 13.01 Appointment of Collateral Agent. Each Bank hereby irrevocably
designates and appoints HIBERNIA NATIONAL BANK as the Collateral Agent for the
Banks under this Agreement, the Intercreditor Agreement and the other Loan
Documents, and each Bank hereby irrevocably authorizes HIBERNIA NATIONAL BANK as
the Collateral Agent for such Bank, to take such action on its behalf under the
provisions of this Agreement, the Intercreditor Agreement and the other Loan
Documents and to exercise such powers as are expressly delegated to the
Collateral Agent by the terms of this Agreement , the Intercreditor Agreement
and the other Loan Documents, together with such other powers as are reasonably
incidental thereto. The Collateral Agent shall not have any duties or
responsibilities, except those expressly set forth in this Agreement, the
Intercreditor Agreement and the other Loan Documents, or any fiduciary
relationship with any Bank, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement, the Intercreditor Agreement or the other Loan Documents, or otherwise
exist against the Collateral Agent.

Section 13.02 Attorneys-in-Fact. The Collateral Agent may execute any of its
duties under this Agreement, the Intercreditor Agreement and any of the other
Loan Documents by or through agents or attorneys-in-fact and shall be entitled
to advice of counsel concerning all matters pertaining to such duties. The
Collateral Agent shall not be responsible to the Banks for the negligence, gross
negligence or willful misconduct of any agents or attorneys-in-fact selected by
it with reasonable care.

Section 13.03 Limitation on Liability. Neither the Collateral Agent nor any of
its officers, directors, employees, agents or attorneys-in-fact shall be liable
to the Banks for any action lawfully taken or omitted to be taken by it or them
under or in connection with this Agreement, the Intercreditor Agreement or any
of the other Loan Documents except for its or their own gross negligence or
willful misconduct. Neither the Collateral Agent nor any of its Affiliates shall
be responsible in any manner to any Bank for any recitals, statements,
representations or warranties made by the Borrower, or any officer or
representative of the Borrower contained in this Agreement or in any of the
other Loan Documents, or in any certificate, report, statement or other document
referred to or provided for in or received by the Collateral Agent under or in
connection with this Agreement, the Intercreditor Agreement or any of the other
Loan Documents, or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any of the other Loan
Documents, or for any failure of the Borrower to perform its obligations
thereunder, or for any recitals, statements, representations or warranties made,
or for the value, validity, effectiveness, genuineness, enforceability or
sufficiency of any Collateral. The Collateral Agent shall not be under any
obligation to any Bank to ascertain or to inquire as to the observance or
performance of any of the terms, covenants or conditions of this Agreement or
any of the other Loan Documents on the part of the Borrower or to inspect the
properties, books or records of the Borrower or any Subsidiary.



           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 66 of 85 Pages
<PAGE>   67

Section 13.04 Reliance. The Collateral Agent shall be entitled to rely, and
shall be fully protected in relying, upon any note, writing, resolution, notice,
consent certificate, affidavit, letter, facsimile transmission, cablegram,
telegram, telecopy or telex message, statement, order or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper person or persons and upon advice and statements of
legal counsel (including, without limitation, counsel to the Borrower),
independent accountants and other experts selected by the Collateral Agent. The
Collateral Agent shall be fully justified in failing or refusing to take any
action under this Agreement, the Intercreditor Agreement or any of the other
Loan Documents unless it shall first receive advice or concurrence of each Bank
and it shall first be indemnified to its satisfaction by each Bank against any
and all liability and expense which may be incurred by the Collateral Agent by
reason of taking or continuing to take any such action. The Collateral Agent
shall in all cases be fully protected in acting, or in refraining from acting,
under this Agreement, the Intercreditor Agreement or any of the other Loan
Documents in accordance with a request of the Banks, and such request and any
action taken or failure to act pursuant thereto shall be binding upon all Banks
and all present and future holders of each Note.

Section 13.05 No Representations. Each Bank expressly acknowledges that neither
the Collateral Agent nor any of its Affiliates has made any representations or
warranties to it and that no act by the Collateral Agent hereafter taken shall
be deemed to constitute any representation or warranty by the Collateral Agent
to any Bank.

Section 13.06 Indemnification. The Banks agree to indemnify the Collateral Agent
in its capacity as such (to the extent not reimbursed by the Borrower and
without limiting any obligations of the Borrower to do so), including its
employees, directors, officers and agents, ratably according to the respective
principal amount of the Note or Notes held by them from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgements,
suits, costs, expenses or disbursements of any kind or nature whatsoever which
may at any time (including, without limitation at any time following termination
of this Agreement) be imposed on, incurred by or asserted against the Collateral
Agent, including its employees, directors, officers and agents, in any way
relating to or arising out of this Agreement or any other document contemplated
by or referred to herein or the transactions contemplated hereby or any action
taken or omitted by the Collateral Agent under or in connection with any of the
foregoing; provided that no Bank shall be liable for the payment of any portion
of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from the gross
negligence or willful misconduct of the Collateral Agent. The agreements in this
section shall survive the final payment in full of the Indebtedness and the
termination of this Agreement.

Section 13.07 Collateral Agent Dealings with Borrower. The Collateral Agent and
its affiliates may accept deposits from and generally engage in any kind of
business with the Borrower as though it were not the Collateral Agent hereunder.

Section 13.08 Collateral Agent as Bank. With respect to the Credit Facility and
any Note issued to it, the Collateral Agent shall have the same rights and
powers under this Agreement as any Bank and may exercise the same as though it
were not the Collateral Agent, and the terms "Bank" and "Banks" shall, unless
the context otherwise indicates, include the Collateral Agent in its individual
capacity.




           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 67 of 85 Pages
<PAGE>   68

Section 13.09 Resignation or Removal. The Collateral Agent may resign as
Collateral Agent under this Agreement at any time. The Collateral Agent may be
removed as the Collateral Agent under this Agreement with cause by the Banks
and, if the Banks elect to remove the Collateral Agent for cause, the Collateral
Agent shall resign as Collateral Agent under this Agreement within thirty (30)
days after written notice of removal. If the Collateral Agent resigns
(voluntarily or involuntarily) as the Collateral Agent under this Agreement, the
Banks may appoint a successor Collateral Agent for the Banks, which successor
Collateral Agent shall be a commercial bank organized under the laws of the
United States or any state thereof, whereupon such successor Collateral Agent
shall succeed to the rights, powers and duties of the former Collateral Agent
and the obligations of the former Collateral Agent shall be terminated and
canceled, without any other or further act or deed on the part of such former
Collateral Agent or any of the parties to this Agreement. The former Collateral
Agent's resignation shall not become effective until a successor Collateral
Agent has been appointed and has succeeded of record to all right, title and
interest in any of the Collateral held by the Collateral Agent; provided,
however, that if the Banks cannot agree as to a successor Collateral Agent
within ninety (90) days after such resignation, the Collateral Agent shall
appoint a successor Collateral Agent and the parties hereto agree to execute
whatever documents are necessary to effect such action under this Agreement or
any other document executed pursuant to this Agreement. At all times, all
provisions of this Agreement and the other Loan Documents shall remain in full
force and effect, even during the period between the resignation an Collateral
Agent and the appointment of as successor Collateral Agent. After any Collateral
Agent's resignation as Collateral Agent, the provisions of this section shall
inure to the benefit of the resigned Collateral Agent as to any actions taken or
omitted to be taken by it while it was Collateral Agent under this Agreement and
until a successor Collateral Agent has been appointed.

Section 13.10 Interest on Expenditures by Collateral Agent. Interest on
expenditures by Collateral Agent provided for in this Agreement or any of the
other Loan Documents shall accrue from the date of each such expenditure, until
repaid, at the Base Rate.

                                   ARTICLE XIV
                            MISCELLANEOUS PROVISIONS

The following miscellaneous provisions are a part of this Agreement:

Section 14.01 Amendments. No alteration of or amendment to this Agreement shall
be effective unless given in writing and signed by the party or parties sought
to be charged or bound by the alteration or amendment.

Section 14.02 Applicable Law. This Agreement and each Note shall be governed by
and construed in accordance with the laws of the State of Louisiana.

Section 14.03 Caption Headings. Caption headings in this Agreement are for
convenience purposes only and are not to be used to interpret or define the
provisions of this Agreement.

Section 14.04 Successors and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties to this Agreement and their
respective successors and assigns, subject to the following terms and
conditions.


           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 68 of 85 Pages
<PAGE>   69

         (a) BORROWER. The Borrower may not assign or otherwise transfer any of
         its rights under this Agreement.

         (b) PARTICIPATIONS. Any Bank may, at any time, sell to one or more
         Persons (each a "PARTICIPANT") participating interests in the Note
         payable to such Bank and any other interest of such Bank under this
         Agreement; provided, however, that the interest of such Bank being
         participated pursuant to such participation (determined as of the
         effective date of the participation) shall be equal to $2,000,000.00
         (or any larger multiple of $1,000,000.00). In the event of any such
         sale by a Bank of a participating interest to a Participant, the
         obligation of such Bank under this Agreement shall remain unchanged,
         such Bank shall remain solely responsible for the performance thereof,
         such Bank shall remain liable to the holder of any such Note for all
         purposes under this Agreement, and the Borrower and the Administrative
         Agent shall continue to deal solely and directly with such Bank in
         connection with such Bank's rights and obligations under this
         Agreement. In no event shall a Bank that sells a participation be
         obligated to the Participant to take or refrain from taking any action
         under this Agreement, except that such Bank may agree that it will not
         (except as provided below), without the consent of the Participant,
         agree to (i) the change of any date fixed for the payment of principal
         or interest under any Note, (ii) the change in the amount of any
         principal, interest or fees due on any date fixed for the payment
         thereof with respect to this Agreement or any Note, (iii) the change of
         the Commitment of any Bank, the maximum dollar amount of any Note or
         any amounts due under any Note, (iv) any change in the rate at which
         either interest is payable under any Note or (if the Participant is
         entitled to any part thereof) any fees provided for in this Agreement
         or any of the Loan Documents, (v) the release or substitution of all or
         any substantial part of the Collateral, or (vi) the release of any
         guaranty given to support payment of the Indebtedness, but excluding
         the release of a Material Subsidiary. Each Bank selling a participating
         interest in any Note or other interest under this Agreement shall,
         within ten (10) Domestic Business Days of such sale, provide the
         Borrower and the Administrative Agent with written notification stating
         that such sale has occurred and identifying the Participant and the
         interest purchased by such Participant. The Borrower agrees that each
         Participant shall be entitled to the benefits of Article XI of this
         Agreement subject to the limitations set forth in Section 14.04(e).

         (c) ASSIGNMENTS. Any Bank may, at any time, assign to one or more banks
         or financial institutions (each an "ASSIGNEE") all or a proportionate
         part of all, of its rights and obligations under this Agreement, the
         Notes and all other Loan Documents, and such Assignee shall assume all
         such rights and obligations, pursuant to an Assignment and Acceptance
         in the form attached hereto as Exhibit B, executed by such Assignee,
         such assigning Bank and the Administrative Agent (and, in the case of:
         (i) an Assignee that is not then a Bank or an Affiliate of a Bank; and
         (ii) and assignment not made during the existence of a Default or an
         Event of Default, by the Borrower); provided that (1) no interest may
         be assigned by a Bank pursuant to this paragraph (c) unless the
         Assignee shall agree to assume ratably equivalent portions of the
         assigning Bank's funding obligations under this Agreement, (2) the
         amount of the funding obligations of the assigning Bank being assigned
         pursuant to such assignment (determined as of the effective date of the
         assignment) shall be equal to $5,000,000.00 (or any larger multiple of
         $1,000,000.00),



           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 69 of 85 Pages
<PAGE>   70

         (3) no interest may be assigned by a Bank pursuant to this paragraph
         (c) to any Assignee that is not then a Bank or an Affiliate of a Bank
         without the consent of the Borrower, which consent shall not be
         unreasonably withheld, provided that the consent of the Borrower to an
         assignment shall not be necessary with respect to an assignment made
         during the existence of a Default or an Event of Default, (4) a Bank
         may not have more that one Assignee that is not then a Bank at any one
         time, and (5) no interest may be assigned by a Bank pursuant to this
         paragraph (c) to any Assignee that is not then a Bank or an Affiliate
         of a Bank, without the consent of the Administrative Agent, which
         consent shall not be unreasonably withheld, provided, that although the
         consent of the Administrative Agent may not be necessary with respect
         to an assignment to an Assignee that is then a Bank or an Affiliate of
         a Bank, no such assignment shall be effective until the conditions set
         forth in the following paragraph are satisfied. Upon (A) execution of
         the Assignment and Acceptance by such assigning Bank, such Assignee,
         the Administrative Agent and (if applicable) the Borrower, (B) delivery
         of an executed copy of the Assignment and Acceptance to the Borrower
         and the Administrative Agent, (C) payment by such Assignee to such
         assigning Bank of an amount equal to the purchase price agreement
         between such assigning Bank and such Assignee, and (D) payment by the
         assigning Bank of a processing fee of $3,500.00 to the Administrative
         Agent, such Assignee shall for all purposes be a Bank party to this
         Agreement and shall have the rights and obligations of a Bank under
         this Agreement to the same extent as if it were an original party to
         this Agreement with a Note payable to the Assignee for the maximum
         principal balance of the ratably equivalent portion of the assigning
         Bank's funding obligations assigned to the Assignee, and the assigning
         Bank shall be released from its obligations under this Agreement to a
         corresponding extent, and no further consent or action by the Borrower,
         the Banks or the Administrative Agent shall be required. Upon the
         consummation of any assignment to an Assignee pursuant to this
         paragraph (c), the assigning Bank, the Administrative Agent and the
         Borrower shall make appropriate arrangements so that, if required, a
         new Note is issued to each such Assignee and such assigning Bank.

         (d) DISCLOSURE. Subject to the provisions of Section 14.05, the
         Borrower authorizes each Bank to disclose to any Participant, Assignee
         or other transferee (each a "TRANSFEREE"), and any prospective
         Transferee, any and all financial and other information in the
         possession of such Bank concerning the Borrower that has been delivered
         to such Bank by the Borrower pursuant to this Agreement or which has
         been delivered to such Bank in connection with the credit evaluation of
         such Bank prior to entering into this Agreement.

         (e) LIMIT OF ADDITIONAL PAYMENTS AND COMPENSATION. No Transferee shall
         be entitled to receive any greater payment under Section 3.09 or
         Section 11.03 than the transferring Bank would have been entitled to
         receive with respect to the rights transferred, unless such transfer is
         made with the prior written consent of the Borrower or by reason of the
         provisions of Section 11.02 or Section 11.03 requiring such Bank to
         designate a different Lending Office under certain circumstances or at
         a time when the circumstances giving rise to such greater payment did
         not exist.

         (f) ASSIGNMENTS AS COLLATERAL. Anything in this Section 14.04 to the
         contrary notwithstanding, any Bank may assign and pledge all or any
         portion of the Notes payable

           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 70 of 85 Pages
<PAGE>   71

         to it and/or obligations owing to it under this Agreement and the other
         Loan Documents to any Federal Reserve Bank or the United States
         Treasury as collateral security pursuant to Regulation A of the Board
         of Governors of the Federal Reserve System and Operating Circular
         issued by such Federal Reserve Bank, provided that any payment in
         respect to such assigned Notes or obligations made by the Borrower to
         the assigning and/or pledging Bank in accordance with the terms of this
         Agreement shall satisfy the obligations of the Borrower under this
         Agreement in respect of such assigned Notes or obligations to the
         extent of such payment. No such assignment shall release the assigning
         and/or pledging Bank from its obligations under this Agreement.

Section 14.05 Confidentiality. Each Bank agrees to exercise its best efforts to
keep any information delivered or made available by the Borrower to it which is
clearly indicated to be confidential information, confidential from anyone other
than persons employed or retained by such Bank who are or are expected to become
engaged in evaluating, approving, structuring or administrating the
Indebtedness; provided, however, that nothing herein shall prevent any Bank from
disclosing such information (a) to any other Bank, (b) upon the order of any
court or administrative agency, (c) upon the request or demand of any regulatory
agency or authority having jurisdiction over such Bank, (d) which has been
publicly disclosed, (e) to the extent reasonably required in connection with any
litigation to which the Administrative Agent, the Collateral Agent, any Bank or
their respective Affiliates may be a party, (f) to the extent reasonably
required in connection with the exercise of any remedy hereunder, (g) to such
Bank's legal counsel and independent auditors, and (h) to any actual or proposed
Participant, Assignee or other Transferee of all or part of its rights under
this Agreement which has agreed in writing to be bound by the provisions of this
Section 14.05.

Section 14.06 Representations by Banks. Each Bank hereby represents that it is a
commercial Bank or financial institution that makes loans in the ordinary course
of its business; provided, however, that, subject to Section 14.04, the
disposition of the Note or Notes held by that Bank shall at all times be within
its exclusive control.

Section 14.07 Bank Obligations Several. The obligations of each Bank under this
Agreement are several and no Bank shall be responsible for the obligations of
any other Bank under this Agreement or any of the other Loan Documents. Nothing
contained in this Agreement and no action taken by the Banks pursuant to this
Agreement shall be deemed to constitute the Banks to be a partnership, and
association, a joint venture or any other kind of entity. The amounts payable at
any time hereunder to each Bank shall be a separate and independent debt, and,
except as otherwise provided for in this Agreement or the Intercreditor
Agreement, each Bank shall be entitled to protect and enforce its rights arising
out of this Agreement or any other Loan Document and it shall not be necessary
for any other Bank to be joined as an additional party in any proceeding for
such purpose.

Section 14.08 Controlling Terms. The other Loan Documents shall contain such
terms and provisions as the parties thereto shall agree and the terms and
conditions of each of the Loan Documents shall be cumulative and in addition to
the terms and provisions of this Agreement, which shall apply to all Loan
Documents. This Agreement and all of the other Loan Documents shall be construed
in such a manner as to give full force and effect to all provisions of this
Agreement and the other Loan Documents; however, in the event of any
irreconcilable conflict


           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 71 of 85 Pages
<PAGE>   72

between the terms and provisions contained in this Agreement and in any of the
other Loan Documents, the terms and provisions of this Agreement shall control,
expect with respect to the Intercreditor Agreement.

Section 14.09 Costs and Expenses. The Borrower agrees to pay, upon demand, all
of the reasonable and documented out-of-pocket expenses of the Banks, the
Administrative Agent and the Collateral Agent, including attorneys' fees,
incurred in connection with the preparation, execution, enforcement and
collection of this Agreement or in connection with the Credit Facility. If an
Event of Default occurs, the Banks, the Administrative Agent and the Collateral
Agent may pay someone else to help collect any amount outstanding under this
Agreement or any of the other Loan Documents and to enforce other obligations of
the Borrower and any Guarantor under this Agreement or any of the other Loan
Documents and the Borrower will pay that amount. This includes, subject to any
limits under applicable law, attorneys' fees incurred by Bank and legal expenses
incurred by Bank, whether or not there is a lawsuit, including attorneys' fees
for bankruptcy proceedings (including efforts to modify or vacate any automatic
stay or injunction), appeals, and any anticipated post-judgment collection
services. The Borrower also will pay any court costs, in addition to all other
sums provided by law.

Section 14.10 Entire Agreement. This Agreement, the Notes, and the other Loan
Documents, embody the final, entire agreement of the parties hereto and
supersede any and all prior commitments, agreements, representations, and
understandings, whether written or oral, relating to the subject matter hereof
and may not be contradicted or varied by evidence of prior, contemporaneous, or
subsequent oral agreements or discussions of the parties hereto. THERE ARE NO
ORAL AGREEMENTS BETWEEN THE PARTIES TO THIS AGREEMENT.

Section 14.11 Amendment and Restatement. This Agreement is an amendment and
restatement of the Existing Credit Agreement and a restructuring and refinancing
of a portion of the Debt outstanding thereunder. This Agreement shall not, in
any manner, constitute or be construed to constitute a novation, discharge,
forgiveness, extinguishment or release of any indebtedness created under the
Existing Credit Agreement; instead, the Indebtedness under this Agreement is a
modification and renewal of a portion of the indebtedness and obligations
created under the Existing Credit Agreement. The Borrower acknowledges and
agrees the Borrower has no right to request any advances from any Withdrawing
Bank under any credit facility provided for in any Existing Credit Agreement as
amended and restated by this Agreement or any promissory notes issued in
connection with the Existing Credit Agreement prior to execution of this
Agreement.

Section 14.12 Maximum Interest Rate. No provision of this Agreement, any Note,
or any other Loan Document shall require the payment or permit the collection of
interest in excess of the maximum permitted by applicable law ("THE MAXIMUM
RATE"). If interest in excess of the Maximum Rate is provided for in this
Agreement, any Note, in any other Loan Document, or otherwise in connection with
the Credit Facility, or is adjudicated to be so provided, the provisions of this
section shall govern and prevail and neither the Borrower nor any Guarantor
shall be obligated to pay the excess amount of such interest or any other excess
sum paid for the use, forbearance, or detention of Advances made under this
Agreement. In the event any Bank ever receives, collects or applies, as interest
due and payable under any Note, any sum in excess of the Maximum Rate, the
amount of the excess shall be applied as a payment and reduction of the
principal of the Indebtedness


           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 72 of 85 Pages
<PAGE>   73

represented by that Note; and if the principal of the Indebtedness represented
by that Note has been fully paid, any remaining excess shall forthwith be paid
to the Borrower. In determining whether or not interest paid or payable exceeds
the Maximum Rate, the Borrower and the Banks shall, to the extent permitted by
applicable law, (a) characterize any non-principal payment as an expense, fee or
premium rather than as interest, (b) exclude voluntary prepayments and the
effects thereof, and (c) amortize, prorate, allocate and spread, in equal or
unequal parts, the total amount of interest throughout the entire contemplated
term of the Indebtedness represented by the Notes so that interest for the
entire term does not exceed the Maximum Rate.

Section 14.13 Notices. All notices, requests and other communications to any
party to this Agreement shall be in writing (including facsimile transmission or
similar writing) and be given to such party at its address or telecopy number
set forth on the signature page of this Agreement or such other address or
telecopy number as such party may hereafter specify for the purpose by notice to
each other party. Each such notice, request or other communication shall be
effective (a) if given by telecopier, when such telecopy is transmitted to the
telecopy number specified in this Section and the telecopy machine used by the
sender provides written confirmation that such telecopy has been so transmitted
or receipt of such telecopy is otherwise confirmed, (b) if given by mail,
seventy (72) hours after such communication is deposited in the mails with first
class postage prepaid, addressed as aforesaid, and (c) if given by other means,
when delivered at the address specified in this Section; provided that notice to
the Administrative Agent under Article II, Article III or Article XI shall not
effective until received.

Section 14.14 Severability. If a court of competent jurisdiction finds any
provision of this Agreement, the Notes or any of the other Loan Documents to be
invalid or unenforceable as to any person or circumstance, such finding shall
not render that provision invalid or unenforceable as to any other persons or
circumstances. If feasible, any such offending provision shall be deemed to be
modified to be within the limits of enforceability or validity; however, if the
offending provision cannot be so modified, it shall be stricken and all other
provisions of this Agreement the Notes and any of the other Loan Documents in
all other respects shall remain valid and enforceable.

Section 14.15 Survival. All warranties, representations, and covenants made by
the Borrower in this Agreement or in any certificate or other instrument
delivered by the Borrower to Administrative Agent, the Collateral Agent or any
Bank under this Agreement shall be considered to have been relied upon by the
Administrative Agent, the Collateral Agent and the Banks and will survive the
extension of the Credit Facility and delivery of the other Loan Documents,
regardless of any investigation made by Bank or on behalf of the Administrative
Agent, the Collateral Agent or any Bank. Additionally, Section 11.03(a), Section
11.03(b), Section 11.05, and Section 14.09, and the obligations of the Borrower
thereunder, shall survive, and shall continue to be enforceable notwithstanding
payment in full of all amounts due under the Notes and termination of this
Agreement.

Section 14.16 Waiver. Neither the Administrative Agent, the Collateral Agent nor
any Bank shall be deemed to have waived any rights under this Agreement unless
such waiver is given in writing and signed by the waiving party. No delay or
omission on the part of the Administrative Agent, the Collateral Agent or any
Bank in exercising any right shall operate as a waiver of such right or any
other right. A waiver by the Administrative Agent, the Collateral Agent or any
Bank of a


           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 73 of 85 Pages
<PAGE>   74

provision of this Agreement shall not prejudice or constitute a waiver of the
right of the Administrative Agent, the Collateral Agent or any Bank otherwise to
demand strict compliance with that provision or any other provision of this
Agreement. No prior waiver by the Administrative Agent, the Collateral Agent or
any Bank, nor any course of dealing between the Administrative Agent, the
Collateral Agent or any Bank and the Borrower, or between the Administrative
Agent, the Collateral Agent or any Bank and any Guarantor, shall constitute a
waiver of any of the rights of the Administrative Agent, the Collateral Agent or
any Bank or of any obligations of the Borrower or any Guarantor as to any future
transactions. Whenever the consent of the Administrative Agent, the Collateral
Agent or any Bank is required under this Agreement, the granting of such consent
by the Administrative Agent, the Collateral Agent or any Bank in any instance
shall not constitute continuing consent in subsequent instances where such
consent is required and in all cases such consent may be granted or withheld in
the sole discretion, reasonably exercised, of the Administrative Agent, the
Collateral Agent or any Bank.

Section 14.17 Waiver of Jury Trial; Submission to Jurisdiction. The Borrower,
the Administrative Agent, the Collateral Agent and the Banks hereby waive trial
by jury in any action or proceeding to which the Borrower, the Administrative
Agent, the Collateral Agent and any Bank may be parties, arising out of or in
any way pertaining to (a) the Notes, (b) this Agreement, (c) any other Loan
Document, or (d) the Collateral. It is agreed and understood that this waiver
constitutes a waiver of trial by jury of all claims against all parties to such
actions or proceedings, including claims against parties who are not parties to
this Agreement. This waiver is knowingly, willingly and voluntarily made by the
Borrower, the Administrative Agent, the Collateral Agent and the Banks, and the
Borrower, the Administrative Agent, the Collateral Agent and the Banks hereby
represent that no representations of fact or opinion have been made by them to
induce this waiver of trial by jury or to in any way modify or nullify its
effect. The Borrower, the Administrative Agent, the Collateral Agent and the
Banks further represent that each has been represented in the signing of this
Agreement and in the making of this waiver by independent legal counsel,
selected of its own free will, and that each has had the opportunity to discuss
this waiver with counsel. The Borrower, the Administrative Agent, the Collateral
Agent and the Banks further hereby irrevocably consent to the jurisdiction of
the state courts of Louisiana and the federal courts in Louisiana, and agree
that any action or proceeding arising out of or brought to enforce the
provisions of the Notes, this Agreement and/or any the other Loan Documents may
be brought in any court having subject matter jurisdiction.

Section 14.18 Counterparts. This Agreement may be executed in any number of
counterparts, and each counterpart hereof shall be deemed to be an original
instrument, but all counterparts hereof taken together shall constitute but a
single instrument.



                        [NEXT PAGES ARE SIGNATURE PAGES]


           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 74 of 85 Pages
<PAGE>   75



BORROWER, THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, BANKS AND THE
WITHDRAWING BANKS EACH ACKNOWLEDGE HAVING READ ALL THE PROVISIONS OF THIS
AGREEMENT, AND EACH AGREES TO ITS TERMS. THIS AGREEMENT IS DATED AS OF DECEMBER
21, 2000.

PICCADILLY CAFETERIAS, INC.,

as the Borrower



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

3232 South Sherwood Forrest Boulevard
Baton Rouge, Louisiana 70821-2467
Attention: Mark L. Mestayer
           Chief Financial Officer
Telecopy Number: 504-296-8370
Telephone Number: 504-293-9440

           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 75 of 85 Pages
<PAGE>   76



HIBERNIA NATIONAL BANK,
as the Administrative Agent, the Collateral Agent,
the Letter of Credit Issuer, and a Bank




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

440 Third Street - 6th Floor
Baton Rouge, Louisiana 70801
Attention: Janet Rack
           Vice President
Telecopy Number: 225-381-2003
Telephone Number: 225-381-2140

           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 76 of 85 Pages
<PAGE>   77



SOUTHTRUST BANK,
as a Withdrawing Bank




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

           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 77 of 85 Pages
<PAGE>   78



BRANCH BANKING AND TRUST COMPANY,
as a Bank




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

Lending Office:

110 South Stratford Road
Post Office Box 15008
Winston-Salem, North Carolina 27113-5008
Attention:    Corporate Accounts Division
Telecopy Number: 336-733-3254
Telephone Number: 336-733-3245


           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 78 of 85 Pages
<PAGE>   79



WACHOVIA BANK, N.A.,
as a Withdrawing Bank




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



           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 79 of 85 Pages
<PAGE>   80



AMSOUTH BANK,
as a Withdrawing Bank




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



           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 80 of 85 Pages
<PAGE>   81



WHITNEY NATIONAL BANK,
as a Withdrawing Bank




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


           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 81 of 85 Pages
<PAGE>   82



BANK ONE, LOUISIANA, N.A.,
as a Withdrawing Bank




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


           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 82 of 85 Pages
<PAGE>   83



THE FUJI BANK, LIMITED,
as a Withdrawing Bank




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



           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 83 of 85 Pages
<PAGE>   84



FIRST TENNESSEE BANK NATIONAL
ASSOCIATION, as a Withdrawing Bank




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



           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 84 of 85 Pages
<PAGE>   85



DEPOSIT GUARANTY NATIONAL BANK,
as a Withdrawing Bank




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



           AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 85 of 85 Pages