<PAGE>

EXHIBIT 10.1

                                  $225,000,000

                      AMENDED AND RESTATED CREDIT AGREEMENT

                         Dated as of September 26, 2003

                                      among

                           ARKANSAS BEST CORPORATION,
                               ABF AVIATION, LLC,
                               ABF CARTAGE, INC.,
                                ABF FARMS, INC.,
                            ABF FREIGHT SYSTEM, INC.,
                     AGRICULTURAL EXPRESS OF AMERICA, INC.,
                            CLIPPER EXXPRESS COMPANY,
                      ARKANSAS BEST AIRPLANE LEASING, INC.,
                       TREAD-ARK INVESTMENT CORPORATION.,
                               DATA-TRONICS CORP.,
                             FLEETNET AMERICA, LLC,
                             TRANSPORT REALTY, INC.,
                             TREAD-ARK CORPORATION,
                          collectively, the Borrowers,

                     WELLS FARGO BANK, NATIONAL ASSOCIATION
                   as Administrative Agent and Lead Arranger,

                                       and

                      FLEET NATIONAL BANK and SUNTRUST BANK
                            as Co-Syndication Agents,

                                       and

                       WACHOVIA BANK, NATIONAL ASSOCIATION

                                       and

                       THE BANK OF TOKYO-MITSUBISHI, LTD.

                           as Co-Documentation Agents,

                                       and

                             THE BANKS NAMED HEREIN

                                 as the Lenders
<PAGE>

<TABLE>
<S>                                                                              <C>
                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

Section 1.1    Certain Defined Terms...........................................   1
Section 1.2    Computation of Time Periods.....................................  21
Section 1.3    Accounting Terms; Changes in GAAP...............................  22
Section 1.4    Types of Advances...............................................  22
Section 1.5    Miscellaneous...................................................  23
Section 1.6    References to Agreements........................................  23

                                   ARTICLE II

                     THE ADVANCES AND THE LETTERS OF CREDIT

Section 2.1    The Advances....................................................  23
Section 2.2    Method of Borrowing.............................................  24
Section 2.3    Fees............................................................  28
Section 2.4    Reduction of the Commitments....................................  28
Section 2.5    Repayment of Advances...........................................  29
Section 2.6    Interest........................................................  29
Section 2.7    Prepayments.....................................................  31
Section 2.8    Breakage Costs..................................................  32
Section 2.9    Increased Costs.................................................  33
Section 2.10   Payments and Computations.......................................  35
Section 2.11   Taxes...........................................................  36
Section 2.12   Illegality......................................................  38
Section 2.13   Letters of Credit...............................................  38
Section 2.14   Determination of Borrowing Base.................................  41
Section 2.15   Bank Replacement................................................  42
Section 2.16   Sharing of Payments, Etc........................................  43
Section 2.17   Increase of Commitments.........................................  44
Section 2.18   Extensions of the Maturity Date.................................  44
Section 2.19   Agreements regarding Subsidiaries...............................  45

                                   ARTICLE III

                              CONDITIONS OF LENDING

Section 3.1    Conditions Precedent to Effectiveness of this Agreement.........  46
Section 3.2    Conditions Precedent for each Borrowing or Letter of Credit.....  47
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                              <C>
                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

Section 4.1    Corporate Existence; Subsidiaries...............................  48
Section 4.2    Corporate Power.................................................  48
Section 4.3    Authorization and Approvals.....................................  49
Section 4.4    Enforceable Obligations.........................................  49
Section 4.5    Financial Statements............................................  49
Section 4.6    True and Complete Disclosure....................................  49
Section 4.7    Litigation......................................................  50
Section 4.8    Use of Proceeds.................................................  50
Section 4.9    Investment Company Act..........................................  50
Section 4.10   Taxes...........................................................  50
Section 4.11   Pension Plans...................................................  51
Section 4.12   Condition of Property; Casualties...............................  51
Section 4.13   Insurance.......................................................  51
Section 4.14   No Burdensome Restrictions; No Defaults.........................  52
Section 4.15   Environmental Condition.........................................  52
Section 4.16   Permits, Licenses, Etc..........................................  53
Section 4.17   Existing Mortgage Debt..........................................  53
Section 4.18   Property and Liens..............................................  53
Section 4.19   Reportable Transaction..........................................  53

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

Section 5.1    Compliance with Laws, Etc.......................................  53
Section 5.2    Insurance.......................................................  53
Section 5.3    Preservation of Corporate Existence, Etc........................  54
Section 5.4    Payment of Taxes, Etc...........................................  54
Section 5.5    Visitation Rights...............................................  54
Section 5.6    Reporting Requirements..........................................  54
Section 5.7    Maintenance of Property.........................................  57
Section 5.8    Ownership of ABF................................................  57
Section 5.9    Further Assurances..............................................  57

                                   ARTICLE VI

                               NEGATIVE COVENANTS

Section 6.1    Liens, Etc......................................................  58
Section 6.2    Amendment of Material Documents.................................  60
</TABLE>

                                       iii
<PAGE>

<TABLE>
<S>                                                                              <C>
Section 6.3    Agreements Restricting Distributions From Subsidiaries..........  60
Section 6.4    Merger or Consolidation; Asset Sales............................  60
Section 6.5    Restricted Payments.............................................  60
Section 6.6    Investments, Loans, Advances....................................  61
Section 6.7    Affiliate Transactions..........................................  61
Section 6.8    Maintenance of Ownership of Subsidiaries........................  62
Section 6.9    No Further Negative Pledges.....................................  62
Section 6.10   Other Businesses................................................  63
Section 6.11   Interest Coverage Ratio.........................................  63
Section 6.12   Net Worth.......................................................  63
Section 6.13   Maximum Leverage Ratio..........................................  64
Section 6.14   Capital Expenditures............................................  64
Section 6.15   Indebtedness....................................................  64
Section 6.16   Acquisition Expenditures........................................  66

                                   ARTICLE VII

                                    REMEDIES

Section 7.1    Events of Default...............................................  66
Section 7.2    Optional Acceleration of Maturity...............................  68
Section 7.3    Automatic Acceleration of Maturity..............................  69
Section 7.4    Cash Collateral Account.........................................  69
Section 7.5    Non-exclusivity of Remedies.....................................  70
Section 7.6    Right of Set-off................................................  70

                                  ARTICLE VIII

                       AGENCY AND ISSUING BANK PROVISIONS

Section 8.1    Authorization and Action........................................  70
Section 8.2    Agent's Reliance, Etc...........................................  71
Section 8.3    The Agent and Its Affiliates....................................  71
Section 8.4    Bank Credit Decision............................................  71
Section 8.5    Indemnification.................................................  71
Section 8.6    Successor Agent and Issuing Banks...............................  72
Section 8.7    Co-Syndication Agents...........................................  72
Section 8.8    Co-Documentation Agents.........................................  72

                                   ARTICLE IX

                                  MISCELLANEOUS

Section 9.1    Amendments, Etc.................................................  73
</TABLE>

                                       iv
<PAGE>

<TABLE>
<S>                                                                              <C>
Section 9.2    Notices, Etc....................................................  73
Section 9.3    No Waiver; Remedies.............................................  73
Section 9.4    Costs and Expenses..............................................  74
Section 9.5    Binding Effect..................................................  74
Section 9.6    Bank Assignments and Participations.............................  74
Section 9.7    Indemnification.................................................  77
Section 9.8    Execution in Counterparts.......................................  77
Section 9.9    Survival of Representations, Etc................................  77
Section 9.10   Severability....................................................  77
Section 9.11   Commercial Loans................................................  77
Section 9.12   Usury Not Intended..............................................  78
Section 9.13   Governing Law...................................................  78
Section 9.14   Consent to Jurisdiction.........................................  78
Section 9.15   Banks not in Control............................................  79
Section 9.16   Headings Descriptive............................................  79
Section 9.17   WAIVERS OF JURY TRIAL...........................................  79
Section 9.18   Binding Arbitration.............................................  79
Section 9.19   Confidentiality.................................................  81
Section 9.20   Joint and Several Liability.....................................  82
Section 9.21   Amendment and Restatement.......................................  82
Section 9.22   ENTIRE AGREEMENT................................................  83
</TABLE>

                                       v
<PAGE>

EXHIBITS:
Exhibit A     -     Form of Assignment and Acceptance
Exhibit B     -     Form of Borrowing Base Certificate
Exhibit C     -     Form of Compliance Certificate
Exhibit D     -     Form of Guaranty
Exhibit E     -     Form of Increased Commitment Agreement
Exhibit F     -     Form of Notice of Borrowing
Exhibit G     -     Form of Notice of Conversion or Continuation
Exhibit H     -     Form of Revolving Note
Exhibit I     -     Form of Swingline Note
Exhibit J     -     Form of Withholding Tax Certification
Exhibit K     -     Form of Borrowers'/Guarantors' Counsel Opinion
Exhibit L     -     Form of Borrower Joinder

SCHEDULES:

Schedule 1.1(a)      -     Commitments
Schedule 1.1(b)      -     Letters of Credit Outstanding
Schedule 1.1(c)      -     Certain Subsidiaries
Schedule 4.1         -     Subsidiaries
Schedule 4.7         -     Litigation
Schedule 4.10(a)     -     Tax Disclosure
Schedule 4.10(b)     -     Tax Returns; Waivers of Statute of Limitations
Schedule 4.13        -     Insurance Disclosure
Schedule 6.1         -     Existing Liens and Secured Indebtedness
Schedule 6.7         -     Certain Intercompany Arrangements
Schedule 6.9         -     Certain Negative Pledges
Schedule 6.15        -     Outstanding Indebtedness
Schedule 9.2         -     Notice Information for Banks

                                       vi
<PAGE>

                      AMENDED AND RESTATED CREDIT AGREEMENT

         This Amended and Restated Credit Agreement, dated as of September 26,
2003, is among ARKANSAS BEST CORPORATION, a Delaware corporation (the
"Company"), ABF AVIATION, LLC, an Arkansas limited liability company ("ABF
Aviation"), ABF CARTAGE, INC., a Delaware corporation ("ABF Cartage"), ABF
FARMS, INC., an Arkansas corporation ("ABF Farms"), ABF FREIGHT SYSTEM, INC., a
Delaware corporation ("ABF Freight"), AGRICULTURAL EXPRESS OF AMERICA, INC., a
Delaware corporation ("Agricultural"), CLIPPER EXXPRESS COMPANY, a Delaware
corporation ("Clipper Exxpress"), ARKANSAS BEST AIRPLANE LEASING, INC., an
Arkansas corporation ("Airplane"), TREAD-ARK INVESTMENT CORPORATION, a Nevada
corporation ("Tread-Ark"), DATA-TRONICS CORP., an Arkansas corporation ("Data"),
FLEETNET AMERICA, LLC, a Delaware limited liability company ("Fleetnet"),
TRANSPORT REALTY, INC., an Arkansas corporation ("Transport"), and TREAD-ARK
CORPORATION, a Delaware corporation ("Tread") (Company, ABF Aviation, ABF
Cartage, ABF Farms, ABF Freight, Agricultural, Clipper Exxpress, Airplane,
Tread-Ark, Data, Fleetnet, Transport, and Tread are each, individually, a
"Borrower", and, collectively, the "Borrowers"), WELLS FARGO BANK, NATIONAL
ASSOCIATION, as lead arranger and agent (the "Agent"), FLEET NATIONAL BANK as a
co-syndication agent and SUNTRUST BANK, as a co-syndication agent (collectively,
the "Co-Syndication Agents"), WACHOVIA BANK, NATIONAL ASSOCIATION, as a
co-documentation agent and THE BANK OF TOKYO-MITSUBISHI, LTD., as a
co-documentation agent (collectively, the "Co-Documentation Agents"), and the
BANKS (as defined hereinbelow).

         A.       Certain of the Banks, the Company, the Agent, the
Co-Syndication Agents and the Documentation Agent are parties to that certain
Credit Agreement, dated as of May 15, 2002 (the "Existing Credit Agreement").

         B.       The parties hereto now desire to fully amend and restate the
Existing Credit Agreement to modify certain terms and provisions thereof, all as
more particularly set forth herein.

         NOW, THEREFORE, the parties hereto agree that the Existing Credit
Agreement is fully amended and restated as follows:

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

         Section 1.1 Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (unless otherwise indicated,
such meanings to be equally applicable to both the singular and plural forms of
the terms defined):

                  "Accession Agreement" means an Accession Agreement in the form
         attached to the Guaranty as Annex 2 thereto, which agreement causes the
         Person executing and delivering the same to the Agent to become a party
         to the Guaranty.

                                       1
<PAGE>

                  "Acquisition Expenditures" means, for any period, the
         aggregate of all expenditures and costs of the Company or any of its
         Subsidiaries paid in cash, debt securities, Property (other than common
         stock of the Company), or the assumption of Indebtedness during such
         period for (a) the purchase or acquisition of assets of a business of
         another Person other than the Company or any of its Subsidiaries or (b)
         the acquisition of stock, partnership, joint venture interests or other
         equity interests in any Person other than the Company or any of its
         Subsidiaries.

                  "Additional Permitted Indebtedness" has the meaning set forth
         in Section 6.15(d).

                  "Adjusted EBITDA" means EBITDA as adjusted, when applicable,
         to include (a) the historical financial results for the Calculation
         Period of a Subsidiary or a business acquired by the Company or any of
         its Subsidiaries pursuant to an acquisition consummated during the
         Calculation Period, in each case if, but only if, such Subsidiary or
         business acquired continues to be owned by the Company or its
         Subsidiaries as of the Calculation Day, and (b) any applicable
         adjustments pursuant to Article 11, Regulation S-X promulgated by the
         Securities and Exchange Commission.

                  "Adjustment Event" has the meaning set forth in Section
         2.14(b).

                  "Advance" means either a Revolving Advance or a Swingline
         Advance, any such Revolving Advance being either a Base Rate Advance or
         a Eurodollar Rate Advance.

                  "Affected Bank" has the meaning set forth in Section 2.15(a).

                  "Affiliate" means, as to any Person, any other Person that,
         directly or indirectly, through one or more intermediaries, controls,
         is controlled by or is under common control with such Person or any
         Subsidiary of such Person. The term "control" (including the terms
         "controlled by" or "under common control with") means the possession,
         directly or indirectly, of the power to direct or cause the direction
         of the management or policies of a Person, whether through ownership of
         a Control Percentage, by contract or otherwise.

                  "Agent" has the meaning set forth in the first paragraph
         above, and shall include any successor administrative agent appointed
         pursuant to Section 8.6.

                  "Agent's Fee Letter" means the letter agreement dated as of
         August 21, 2003 between the Company and Wells Fargo.

                  "Agreement" means this Amended and Restated Credit Agreement,
         as it may be amended, restated, supplemented, renewed, extended or
         otherwise modified from time to time in accordance with its terms
         (including, without limitation, as it may be supplemented by any
         Increase Commitment Agreement).

                  "Applicable Lending Office" means, with respect to each Bank,
         such Bank's Domestic Lending Office in the case of a Base Rate Advance
         and such Bank's Eurodollar Lending Office in the case of a Eurodollar
         Rate Advance.

                                       2
<PAGE>
\
                  "Applicable Margin" means, subject to the terms and provisions
         of this definition, at any time with respect to any Revolving Advances,
         facility fees or letter of credit fees hereunder, the following
         percentages determined as a function of the ratings by the Selected
         Rating Agencies, applicable on such date, of the Company's Senior Debt
         as set forth below:

<TABLE>
<CAPTION>
                        Senior Debt Rating
Tier       -------------------------------------------    Eurodollar Rate    Base Rate    Facility    Letter of
Level           S&P          Moody's          Fitch          Advances         Advances      Fees     Credit Fees
-----           ---          -------          -----          --------         --------      ----     -----------
<S>        <C>             <C>            <C>             <C>                <C>          <C>        <C>
   I       A- or higher    A3 or higher   A- or higher        0.325%           0.000%      0.175%       0.325%
  II           BBB+            Baa1           BBB+            0.650%           0.000%      0.200%       0.650%
 III            BBB            Baa2            BBB            0.775%           0.000%      0.225%       0.775%
  IV           BBB-            Baa3           BBB-            0.900%           0.000%      0.250%       0.900%
   V            BB+            Ba1             BB+            1.075%           0.000%      0.300%       1.075%
  VI        BB or less     Ba2 or less     BB or less         1.350%           0.000%      0.400%       1.350%
</TABLE>

         If (with respect to the table above) the ratings of the Selected Rating
         Agencies fall within different Tier Levels, the Applicable Margin shall
         be based on the numerically lower of the two Tier Levels (where Tier I
         is the numerically lowest such Tier and Tier VI is the numerically
         highest such Tier) unless the numerically higher Tier Level is two or
         more Tier Levels above the numerically lower Tier Level, in which case
         the Tier Level which is the level above the numerically lower Tier
         Level will apply. If the ratings established by either of the Selected
         Rating Agencies for the Company's Senior Debt change (other than as a
         result of a change in the rating system of such Selected Rating
         Agency), such change shall be effective as of the date on which it is
         first announced by the applicable Selected Rating Agency. If the rating
         system of either Selected Rating Agency shall change when a rating for
         the Company's Senior Debt exists from both Selected Rating Agencies,
         then such Selected Rating Agency's, "Senior Debt Rating" as referred to
         in the table above shall be, if and to the extent objectively
         determinable, changed to the equivalent new rating with the effect that
         such change in the rating system shall have no effect on the Applicable
         Margin that would have been determined under the table above if such
         rating change had not occurred or, if and to the extent the same is not
         objectively determinable, then the Applicable Margin shall be based on
         the rating of the Selected Rating Agency that has not changed its
         rating system or, if both Selected Rating Agencies have changed their
         rating system, the Selected Rating Agency as to which the change is
         objectively determinable or, if the change is not objectively
         determinable as to either Selected Rating Agency, then the Applicable
         Margin shall be determined as provided in the last sentence of this
         definition. If either such Selected Rating Agency shall cease to rate
         corporate debt obligations of the Company, then the Applicable Margin
         shall be based on the rating of the Selected Rating Agency that
         continues to rate the corporate debt obligations of the Company. If
         both of the Selected Rating Agencies shall change their rating system
         and the effect thereof is not objectively determinable as explained
         above, cease rating the Company's Senior Debt or cease to be in the
         business of rating corporate debt obligations, then the Company and the
         Agent shall select a substitute nationally recognized statistical
         rating agency or agencies, as the case may be;

                                       3
<PAGE>

         provided, however, that if the Company and the Agent cannot mutually
         agree on such a substitute rating agency, then a substitute nationally
         recognized statistical rating agency or agencies, as the case may be,
         shall be selected and approved by the Company, the Agent and the
         Majority Banks; provided, further, however, that if the Company, the
         Agent and the Majority Banks cannot mutually agree on such a substitute
         rating agency, then the Applicable Margin shall be the rate then most
         recently determined in accordance with this definition.

                  "Assignment and Acceptance" means an assignment and acceptance
         entered into by a Bank and an Eligible Assignee, and accepted by the
         Agent, in substantially the form of the attached Exhibit A.

                  "Availability" means, as of any date of determination, the
         amount by which (a) the lesser of (i) the aggregate Commitments at such
         date and (ii) the Borrowing Base at such date exceeds (b) the aggregate
         amount of all outstanding Revolving Advances, all outstanding Swing
         Line Advances and Letter of Credit Exposure at such date.

                  "Banks" means each of the lenders party to this Agreement,
         including without limitation each Eligible Assignee that shall become a
         party to this Agreement pursuant to Section 9.6.

                  "Base Rate" means, on any date, the interest rate per annum
         equal to the greater of (a) the Federal Funds Rate in effect on such
         day plus one-half of one percent (0.5%) or (b) the Prime Rate in effect
         on such day. Any change in the Base Rate due to a change in the Federal
         Funds Rate or the Prime Rate shall be effective on the effective day of
         such change in the Federal Funds Rate or the Prime Rate, respectively.

                  "Base Rate Advance" means an Advance which bears interest as
         provided in Section 2.6(a).

                  "Borrower" and "Borrowers" have the meaning set forth in the
         first paragraph above, and shall include any successor(s), legal
         representative(s) or permitted assignee(s) thereof, and shall also
         include any Domestic Subsidiary of the Company who becomes a Borrower
         pursuant to a Borrower Joinder.

                  "Borrower Joinder" means the Borrower Joinder in substantially
         the form of Exhibit L, appropriately completed, by any Domestic
         Subsidiary that becomes a Borrower under this Agreement.

                  "Borrowing" means a Revolving Borrowing or the making of a
         Swingline Advance by Wells Fargo.

                  "Borrowing Base" means an amount (without duplication) equal
         to the remainder of (a) the sum of (i) 75% of the Net Depreciated Value
         of Eligible Revenue Equipment, plus (ii) 85% of the aggregate
         outstanding amount of Eligible Receivables, plus (iii) 50% of the Net
         Depreciated Value of Eligible Other Equipment, plus (iv) 65% of the
         Real Estate Value of Eligible Real Property, minus (b) the aggregate
         outstanding principal amount of all unsecured Total Funded Debt of the
         Company and/or any of its

                                       4
<PAGE>

         Subsidiaries other than such Total Funded Debt which constitutes a part
         of the Obligations.

                  "Borrowing Base Certificate" means a certificate of the
         Company in substantially the form of the attached Exhibit B,
         appropriately completed.

                  "Borrowing Base Determination Date" means any date the
         Borrowing Base is determined in accordance with Section 2.14.

                  "Business Day" means a day of the year on which banks are not
         required or authorized to close in New York City or Dallas, Texas and,
         if the applicable Business Day relates to any Eurodollar Rate Advances,
         on which dealings are carried on by banks in the London interbank
         market.

                  "Calculation Day" means the last day of each fiscal quarter.

                  "Calculation Period" means, with respect to any Calculation
         Day, the period of the four consecutive fiscal quarters ending on such
         day.

                  "Capital Expenditure" means any payment made directly or
         indirectly for the purpose of acquiring or constructing fixed assets,
         real property or equipment which in accordance with GAAP would be added
         as a debit to the fixed asset account of such Person making such
         expenditure, including, without limitation, amounts paid or payable for
         such purpose under any conditional sale or other title retention
         agreement or under any Capital Lease, but excluding repairs of Property
         made during such period in the normal and ordinary course of business
         in keeping with past practices; provided, however, that, for purposes
         of this Agreement, (a) Capital Expenditures of the Company and its
         Subsidiaries shall be determined on a Consolidated basis in accordance
         with GAAP (and, accordingly, intercompany Capital Expenditures between
         or among members of the consolidated group shall be excluded as and to
         the extent required by GAAP) and (b) Capital Expenditures of the
         Company and its Subsidiaries shall exclude payroll and benefit costs
         required to be capitalized in accordance with GAAP as internally
         developed software.

                  "Capital Lease" means, for any Person, any lease of any
         Property (whether real, personal or mixed) by that Person as lessee
         which, in accordance with GAAP, is or should be accounted for as a
         capital lease on the balance sheet of that Person.

                  "Capital Stock" means, for any Person, corporate stock and any
         and all securities, shares, partnership interests (whether general,
         limited, special or other partnership interests), limited liability
         company interests, membership interests, equity interests,
         participations, rights or other equivalents (however designated) of
         corporate stock or any of the foregoing issued by such Person and
         includes, without limitation, securities exchangeable for or
         convertible into Capital Stock and rights, warrants or options to
         acquire Capital Stock.

                                       5
<PAGE>

                  "Cash Collateral Account" means a special cash collateral
         account containing cash deposited pursuant to Section 2.7(c), 7.2(b) or
         7.3(b) to be maintained at the Agent's office in accordance with
         Section 7.4.

                  "CERCLA" means the Comprehensive Environmental Response,
         Compensation, and Liability Act of 1980, as amended, state and local
         analogs, and all rules and regulations and requirements thereunder in
         each case as now or hereafter in effect.

                  "Closing Date" means September 26, 2003.

                  "Code" means the Internal Revenue Code of 1986, as amended,
         and any successor statute.

                  "Co-Documentation Agents" has the meaning set forth in the
         first paragraph hereof.

                  "Collateral" shall mean any Property in which the Agent, for
         and on behalf of the Banks, has been granted, or is required to be
         granted, a Lien as security for the payment or performance of the
         Obligations.

                  "Commitment" means, with respect to any Bank, the amount set
         forth opposite such Bank's name on Schedule 1.1(a) as its Commitment,
         or if such Bank has entered into any Assignment and Acceptance, the
         amount set forth for such Bank as its Commitment in the Register
         maintained by the Agent pursuant to Section 9.6(c), as such amount may
         be reduced pursuant to Section 2.4 or increased pursuant to Section
         2.15(b) or 2.17.

                  "Commitment Supplement" has the meaning set forth in Section
         2.17.

                  "Compliance Certificate" means a certificate of the Company in
         substantially the form of the attached Exhibit C, appropriately
         completed.

                  "Consolidated" refers to the consolidation of the accounts of
         the Company and its Subsidiaries in accordance with GAAP, including,
         when used in reference to the Company, principles of consolidation
         consistent with those applied in the preparation of the Financial
         Statements.

                  "Control Percentage" means, with respect to any Person, the
         percentage of the outstanding Capital Stock of such Person having
         ordinary voting power which gives the direct or indirect holder of such
         stock the power to elect a majority of the board of directors (or
         individuals or body or group of individuals performing the same or
         substantially similar functions as the board of directors of a
         corporation) of such Person.

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

                                       6
<PAGE>

                  "Convert", "Conversion" and "Converted" each refers to a
         conversion of Advances of one Type into Advances of another Type
         pursuant to Section 2.2(b).

                  "Co-Syndication Agents" has the meaning set forth in the first
         paragraph hereof.

                  "Credit Documents" means this Agreement, the Notes, the
         Guaranty, the Foreign Stock Pledge Agreements, if any are required
         hereunder, any Borrower Joinder, the Agent's Fee Letter and each other
         agreement, instrument or document executed by the Company or any of its
         Subsidiaries at any time in connection with this Agreement.

                  "Cumulative Net Income" has the meaning set forth in Section
         6.12.

                  "Default" means (a) an Event of Default or (b) any event or
         condition which with notice or lapse of time or both would, unless
         cured or waived, become an Event of Default.

                  "Dollar Equivalent" means the equivalent in another currency
         of an amount in Dollars to be determined by reference to the rate of
         exchange quoted by the Agent, at 10:00 a.m. (Dallas, Texas time) on the
         date of determination, for the spot purchase in the foreign exchange
         market of such amount of Dollars with such other currency.

                  "Dollars" and "$" means lawful money of the U.S.

                  "Domestic Lending Office" means, with respect to any Bank, the
         office of such Bank specified as its "Domestic Lending Office" opposite
         its name on Schedule 9.2 or such other office of such Bank as such Bank
         may from time to time specify to the Borrower and the Agent.

                  "Domestic Subsidiary" means a Subsidiary of the Company formed
         under the laws of the U.S. or any state or territory thereof.

                  "EBITDA" means, as to any Person and its Consolidated
         Subsidiaries and for any period for which such amount is being
         determined, without duplication, the sum of the following for such
         Person for such period in accordance with GAAP (a) Consolidated Net
         Income plus (b) Consolidated Interest Expense, plus (c) income and
         franchise taxes to the extent deducted in determining Consolidated Net
         Income, plus (d) depreciation and amortization expense to the extent
         deducted in determining Consolidated Net Income.

                  "Effective Date" means the date all of the conditions
         precedent set forth in Section 3.1 have been satisfied or waived by the
         Agent and the Banks, and the Agent shall have confirmed the same in
         writing to the Borrowers and the Banks.

                  "Eligible Assignee" means (a) a commercial bank organized
         under the laws of the U.S., or any State thereof, and having primary
         capital of not less than $250,000,000 and approved by the Agent, the
         Issuing Banks and (provided no Default has occurred and is continuing)
         the Company, which approvals will not be unreasonably withheld, (b) a
         commercial bank organized under the laws of any other country which is
         a member of the Organization for Economic Cooperation and Development
         and having primary capital (or

                                       7
<PAGE>

         its equivalent) of not less than $250,000,000 (or its Dollar
         Equivalent) that is approved by the Agent, the Issuing Banks and
         (provided no Default has occurred and is continuing) the Company, which
         approvals will not be unreasonably withheld, (c) a Bank that is
         approved by the Agent and the Company, which approvals will not be
         unreasonably withheld or (d) an Affiliate of the respective assigning
         Bank, without approval of any Person but otherwise meeting the
         eligibility requirements of clause (a) or (b) above.

                  "Eligible Other Equipment" means, as of any Borrowing Base
         Determination Date, all Other Equipment which is owned by any Borrower
         or Guarantor on such date and was so owned on the date of the most
         recent Borrowing Base Certificate delivered to the Banks.

                  "Eligible Real Property" means, as of any Borrowing Base
         Determination Date, any real property located in the U.S. which is
         owned by any Borrower or Guarantor on such date and was so owned on the
         date of the most recent Borrowing Base Certificate delivered to the
         Banks.

                  "Eligible Receivables" means, as of any Borrowing Base
         Determination Date, all Receivables of any Borrower or Guarantor as of
         the date of the most recent Borrowing Base Certificate delivered to the
         Banks, except:

                           (a)      any Receivable which remains unpaid more
                  than 90 days after the date of the original invoice for such
                  Receivable;

                           (b)      any Receivable which is from an obligor
                  which is to any Borrower's or Guarantor's knowledge Insolvent;

                           (c)      any Receivable which is not free and clear
                  of all Liens except (i) Liens, if any, in favor of the Agent
                  for the benefit of the Banks securing the Obligations, (ii)
                  Permitted Liens on Receivables of a Intermodal Subsidiary
                  pursuant to Section 6.1(1) to the extent the aggregate
                  obligations secured by such Liens do not exceed $3,000,000 in
                  the aggregate, or (iii) nonconsensual Liens which are
                  permitted to exist in accordance with Section 6.1;

                           (d)      any Receivable which does not represent the
                  legal, valid and binding payment obligation of the obligor
                  thereon, enforceable by such Borrower or Guarantor in
                  accordance with its terms;

                           (e)      any Receivable which together with any
                  related contract does not comply in all material respects with
                  all Legal Requirements of the jurisdictions where it
                  originated;

                           (f)      any Receivable which does not provide,
                  according to its original terms, that the amount payable
                  thereunder will be due within 60 days following the date upon
                  which the related obligor became obligated thereon;

                           (g)      any Receivable which is payable by an
                  obligor which is located in any jurisdiction outside of the
                  U.S., Puerto Rico or Canada;

                                       8
<PAGE>

                           (h)      any Receivable which is payable by an
                  Affiliate, an officer, director or employee of any Borrower;
                  and

                           (i)      any Receivable to the extent such Receivable
                  is subject to setoff, counterclaim, defense, allowance,
                  dispute or adjustment other than allowances or discounts in
                  the ordinary course of business consistent with past
                  practices.

                  "Eligible Revenue Equipment" means, as of any Borrowing Base
         Determination Date, all Revenue Equipment which is owned by any
         Borrower or Guarantor as of such date and was so owned as of the date
         of the most recent Borrowing Base Certificate delivered to the Banks.

                  "Environment" or "Environmental" shall have the meanings set
         forth in 42 U.S.C. Section 9601(8) (1998).

                  "Environmental Claim" means any third party (including
         governmental agencies and employees) action, lawsuit, claim, demand,
         regulatory action or proceeding, order, decree, consent agreement or
         notice of potential or actual responsibility or violation (including
         claims or proceedings under the Occupational Safety and Health Acts or
         similar laws or requirements relating to health or safety of employees)
         which seeks to impose liability under any Environmental Law.

                  "Environmental Law" means all Legal Requirements arising from,
         relating to or in connection with the Environment, health or safety,
         including without limitation CERCLA, relating to (a) pollution,
         contamination, injury, destruction, loss, protection, cleanup,
         reclamation or restoration of the air, surface water, groundwater, land
         surface or subsurface strata, or other natural resources; (b) solid,
         gaseous or liquid waste generation, treatment, processing, recycling,
         reclamation, cleanup, storage, disposal or transportation; (c) exposure
         to pollutants, contaminants, hazardous, medical, infectious or toxic
         substances, materials or wastes; (d) the safety or health of employees;
         or (e) the manufacture, processing, handling, transportation,
         distribution in commerce, use, storage or disposal of hazardous,
         medical, infectious or toxic substances, materials or wastes.

                  "Environmental Permit" means any permit, license, order,
         approval or other authorization under Environmental Law.

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

                  "Eurocurrency Liabilities" has the meaning assigned to that
         term in Regulation D of the Federal Reserve Board (or any successor),
         as in effect from time to time.

                  "Eurodollar Lending Office" means, with respect to any Bank,
         the office of such Bank specified as its "Eurodollar Lending Office"
         opposite its name on Schedule 9.2 (or, if no such office is specified,
         its Domestic Lending Office) or such other office of such Bank as such
         Bank may from time to time specify to the Company and the Agent.

                                       9
<PAGE>

                  "Eurodollar Rate" means, for the Interest Period for each
         Eurodollar Rate Advance comprising part of the same Borrowing, the
         interest rate per annum (rounded upward to the nearest whole multiple
         of 1/100 of 1% per annum) equal to (a) the rate, set forth on the
         applicable Dow Jones Market Service (formerly known as the Telerate
         Page) as the London interbank offered rate, for deposits in Dollars at
         approximately 11:00 a.m. (London, England time) two Business Days
         before the first day of such Interest Period and for a period equal to
         such Interest Period, provided, that, if no such quotation appears on
         the applicable Dow Jones Market Service (formerly known as the Telerate
         Page), the Eurodollar Rate shall be an interest rate per annum equal to
         the rate per annum at which deposits in Dollars are offered by the
         principal office of Wells Fargo in London, England to prime banks in
         the London interbank market at approximately 11:00 a.m. (London,
         England time) two Business Days before the first day of such Interest
         Period, in the case of Advances made in Dollars, in each case in an
         amount substantially equal to Wells Fargo's Eurodollar Rate Advance
         comprising part of such Borrowing and for a period equal to such
         Interest Period divided by (b) one minus the applicable statutory
         reserve requirements of the Agent, expressed as a decimal (including
         without duplication or limitation, basic, supplemental, marginal and
         emergency reserves), from time to time in effect under regulations
         issued by the Federal Reserve Board (including, without limitation,
         Regulation D) or any other Governmental Authority during such Interest
         Period. It is agreed that for purposes of this definition, Eurodollar
         Rate Advances made hereunder shall be deemed to constitute Eurocurrency
         Liabilities as defined in Regulation D and to be subject to the reserve
         requirements of Regulation D. The determination and calculation of the
         Eurodollar Rate and each component thereof by the Agent shall be
         conclusive and binding, absent manifest error.

                  "Eurodollar Rate Advance" means an Advance which bears
         interest as provided in Section 2.6(b).

                  "Events of Default" has the meaning set forth in Section 7.1.

                  "Existing Bank" has the meaning set forth in Section 2.17.

                  "Existing Credit Agreement" has the meaning set forth in the
         second paragraph above.

                  "Existing Lien" means a mortgage Lien on real Property which
         is existing on the Effective Date and which is identified on Schedule
         6.1.

                  "Expiration Date" means, with respect to any Letter of Credit,
         the date on which such Letter of Credit will expire or terminate in
         accordance with its terms.

                  "Federal Funds Rate" means, for any period, a fluctuating
         interest rate per annum (rounded upward, to the nearest whole multiple
         of 1/100 of 1% per annum) equal, for each day during such period, to
         the weighted average of the rates on overnight Federal funds
         transactions with members of the Federal Reserve System arranged by
         Federal funds brokers, as published for such day (or, if such day is
         not a Business Day, for the next preceding Business Day) by the Federal
         Reserve Bank of New York, or, if such rate

                                       10
<PAGE>

         is not so published for any day which is a Business Day, the average of
         the quotations for any such day on such transactions received by the
         Agent from three Federal funds brokers of recognized standing selected
         by it.

                  "Federal Reserve Board" means the Board of Governors of the
         Federal Reserve System or any of its successors.

                  "Financial Statements" means the financial statements
         described in Section 4.5.

                  "Fitch" means Fitch, Inc., and any successor thereto which is
         a nationally recognized statistical rating organization.

                  "Foreign Stock Pledge Agreements" has the meaning set forth in
         Section 2.19(b).

                  "Foreign Subsidiary" means a Subsidiary of the Company other
         than a Domestic Subsidiary.

                  "GAAP" means U.S. generally accepted accounting principles as
         in effect from time to time, applied on a basis consistent with the
         requirements of Section 1.3.

                  "G.I. Leased Properties" means the three California terminal
         facilities that are owned by a Subsidiary of the Company and leased to
         G.I. Trucking Company ("G.I. Trucking") for a period of up to four
         years from August 1, 2001, the date the Company sold G.I. Trucking, and
         which terminal facilities G.I. Trucking has the option, at any time
         during the four-year lease term, to purchase for $19,500,000.

                  "Governmental Authority" means any foreign governmental
         authority, the U.S., any state of the U.S. and any subdivision of any
         of the foregoing, and any agency, department, commission, board,
         authority or instrumentality, bureau or court having jurisdiction over
         any Bank, the Company or the Company's Subsidiaries or any of their
         respective Properties.

                  "Governmental Proceedings" means any action or proceedings by
         or before any Governmental Authority, including, without limitation,
         the promulgation, enactment or entry of any Legal Requirement.

                  "Guarantor" means each Domestic Subsidiary that executes, or
         is required by this Agreement to execute, the Guaranty, and
         "Guarantors" means such Persons collectively. The Guarantors on the
         Effective Date are identified on Schedule 4.1.

                  "Guaranty" means the Subsidiary Guaranty and Contribution
         Agreement dated of even date herewith in substantially the form of the
         attached Exhibit D, appropriately completed, executed by each
         Guarantor, as it may be amended hereafter in accordance with its terms.

                  "Hazardous Substance" means the substances identified as such
         pursuant to CERCLA and those regulated under any other Environmental
         Law, including without

                                       11
<PAGE>

         limitation pollutants, contaminants, petroleum, petroleum products,
         radionuclides, radioactive materials, and medical and infectious waste.

                  "Hazardous Waste" means the substances regulated as such
         pursuant to any Environmental Law.

                  "Increase Amount" means the total amount by which the Company
         desires to increase the aggregate Commitments pursuant to Section 2.17,
         which amount shall be (a) an amount not less than the lesser of (i)
         $275,000,000 minus the then current amount of the aggregate Commitments
         or (ii) $10,000,000, and (b) an amount that is either (i) an integral
         multiple of $5,000,000 or (ii) if (but only if) the amount of the
         aggregate Commitments then in effect is $270,000,000 or more, an amount
         equal to the remainder of $275,000,000 minus the amount of the
         aggregate Commitments then in effect.

                  "Increase Notice" means a written notice sent by the Company
         to the Agent instructing the Agent that the Company wishes to increase
         the aggregate Commitments hereunder pursuant to the terms and
         conditions of Section 2.17, which notice shall include (a) the identity
         of the Supplementing Banks, (b) the Commitment Supplement of each
         Existing Bank, if any, (c) the New Commitment of each New Bank, if any,
         (d) the aggregate amount of the Commitment Supplements and the New
         Commitments, (e) the requested Commitment of each Existing Bank and New
         Bank, as the case may be, after giving effect to such requested
         increase, and (f) the Increase Amount.

                  "Increased Commitment Agreement" means an Increased Commitment
         Agreement in substantially the form of the attached Exhibit E,
         appropriately completed, executed by the Company, the Agent and the
         other lending institutions party thereto.

                  "Indebtedness" means (without duplication), at any time and
         with respect to any Person:

                           (a)      indebtedness of such Person for borrowed
                  money (whether by loan or the issuance and sale of debt
                  securities) or for the deferred purchase price of property or
                  services purchased and all other obligations of such Person
                  evidenced by bonds, notes, debentures or other similar
                  instruments, but excluding (i) amounts constituting trade
                  payables or bank drafts payable within 120 days, (ii) accrued
                  liabilities (including liability amounts for compensation,
                  compensated absences, workers' compensation, property damage
                  and liability claims and other similar liabilities) which are
                  required to be accrued on the balance sheet of such Person in
                  accordance with GAAP and (iii) other liabilities (including
                  liability amounts for pensions, deferred compensation
                  agreements, derivative instruments and other similar
                  liabilities) which are required to appear as liabilities on
                  the balance sheet of such Person in accordance with GAAP, in
                  each case (i.e., as to each of clauses (i), (ii) and (iii)
                  preceding) only if and to the extent the same arise in the
                  ordinary course of business and are not evidenced by bonds,
                  notes, debentures or other similar instruments;

                                       12
<PAGE>

                           (b)      indebtedness of others which such Person has
                  directly or indirectly assumed or guaranteed or otherwise
                  provided credit support therefor;

                           (c)      indebtedness of others secured by a Lien on
                  assets of such Person, whether or not such Person shall have
                  assumed such indebtedness;

                           (d)      obligations of such Person in respect of
                  letters of credit, surety bonds, acceptance facilities or
                  drafts or similar instruments issued or accepted by banks and
                  other financial institutions for the account of such Person,
                  other than amounts constituting trade payables or bank drafts
                  payable within 120 days and arising in the ordinary course of
                  business (provided, however, that the foregoing shall not
                  constitute "Indebtedness" if and to the extent they constitute
                  only contingent obligations, such as the undrawn portion of
                  outstanding letters of credit, surety bonds or other similar
                  instruments which are not required to be recorded on a balance
                  sheet prepared in accordance with GAAP);

                           (e)      obligations of such Person under Capital
                  Leases; and

                           (f)      the outstanding amount of preferred trust
                  securities or other similar arrangements.

                  "Insolvent" means, with respect to any Person, (a) the present
         fair saleable value of such Person's assets is less than the amount
         that will be required to pay its probable liability on its then
         existing legal liabilities, either matured or unmatured, liquidated or
         unliquidated, absolute, fixed or contingent, as they become absolute or
         matured, or (b) the property remaining in its hands is an unreasonably
         small capital for the business or transaction in which it is engaged or
         is about to engage.

                  "Interest Expense" means, as to any Person and for any period,
         and without duplication, all interest on debt or other Indebtedness of
         such Persons accrued during such period, including interest portion of
         payments under Capital Leases, and the amortization of deferred
         financing costs and letter of credit fees with respect to such debt or
         other Indebtedness during such period, in each case in accordance with
         GAAP.

                  "Interest Period" means, for each Eurodollar Rate Advance
         comprising part of the same Borrowing, the period commencing on the
         date of such Advance or the date of the Conversion of any Base Rate
         Advance into such an Advance and ending on the last day of the period
         selected by a Borrower pursuant to the provisions below and Section 2.2
         and, thereafter, each subsequent period commencing on the last day of
         the immediately preceding Interest Period and ending on the last day of
         the period selected by such Borrower pursuant to the provisions below
         and Section 2.2. The duration of each such Interest Period shall be 28
         days or one, two, three or six months, in each case as such Borrower
         may, upon notice received by the Agent not later than 11:00 a.m.
         (Dallas, Texas time) on the third Business Day prior to the first day
         of such Interest Period (except as otherwise provided in Section 2.2
         (a)), select; provided, however, that:

                           (a)      whenever the last day of any Interest Period
                  would otherwise occur on a day other than a Business Day, the
                  last day of such Interest Period shall be

                                       13
<PAGE>

                  extended to occur on the next succeeding Business Day,
                  provided that if such extension would cause the last day of
                  such Interest Period to occur in the next following calendar
                  month, the last day of such Interest Period shall occur on the
                  next preceding Business Day; and

                           (b)      any Interest Period which begins on the last
                  Business Day of a calendar month (or on a day for which there
                  is no numerically corresponding day in the calendar month at
                  the end of such Interest Period) shall end on the last
                  Business Day of the calendar month in which it would have
                  ended if there were a numerically corresponding day in such
                  calendar month.

                  "Intermodal Subsidiary" means any Subsidiary of the Company
         which contracts for the benefit of its customers the railroad shipment
         of such customer's goods with any railroad company.

                  "Issuing Bank" means Wells Fargo or any Bank which agrees at
         the request of the Borrower to act as issuer of a Letter of Credit
         hereunder, in each case in its capacity as issuer of a Letter of
         Credit, or any Bank acting as a successor issuing bank pursuant to
         Section 8.6, and "Issuing Banks" means, collectively, all of such
         Banks.

                  "Legal Requirement" means any law, statute, ordinance, decree,
         requirement, order, judgment, rule or regulation (or official
         interpretation of any of the foregoing) of, or the terms of any license
         or permit issued by, any Governmental Authority.

                  "Letter of Credit" means, individually, any standby letter of
         credit issued by an Issuing Bank which is subject to this Agreement,
         including, without limitation, the letters of credit described on
         Schedule 1.1(b), and "Letters of Credit" means all such letters of
         credit collectively.

                  "Letter of Credit Documents" means, with respect to any Letter
         of Credit, such Letter of Credit and any agreements, documents and
         instruments entered into in connection with or relating to such Letter
         of Credit.

                  "Letter of Credit Exposure" means, at any time, the sum of (a)
         the aggregate undrawn maximum face amount of each Letter of Credit at
         such time and (b) the aggregate unpaid amount of all Reimbursement
         Obligations at such time.

                  "Letter of Credit Obligations" means any obligations of the
         Borrowers under this Agreement in connection with the Letters of
         Credit.

                  "Leverage Ratio" means the ratio of the Company's Total Funded
         Debt to its Adjusted EBITDA.

                  "Lien" means any mortgage, lien, pledge, charge, deed of
         trust, security interest, encumbrance or other type of preferential
         arrangement to secure or provide for the payment of any obligation of
         any Person, whether arising by contract, operation of law or otherwise
         (including, without limitation, the interest of a vendor or lessor
         under any conditional sale agreement, Capital Lease or other title
         retention agreement).

                                       14
<PAGE>

                  "Liquid Investments" means:

                           (a)      direct obligations of, or obligations the
                  principal of and interest on which are unconditionally
                  guaranteed by, the U.S. or an agency of the U.S.;

                           (b)      (i) negotiable or nonnegotiable certificates
                  of deposit, time deposits or other similar banking
                  arrangements maturing within 180 days from the date of
                  acquisition thereof ("bank debt securities"), issued by (A)
                  any Bank or (B) any other bank or trust company which has a
                  combined capital surplus and undivided profit of not less than
                  $250,000,000 or the Dollar Equivalent thereof, if at the time
                  of deposit or purchase, such bank debt securities are rated
                  not less than "A" (or the then equivalent) by the rating
                  service of S&P or Moody's, and (ii) commercial paper issued by
                  (A) any Bank or (B) any other Person if at the time of
                  purchase such commercial paper is rated not less than "A-2"
                  (or the then equivalent) by the rating service of S&P or not
                  less than "P-2" (or the then equivalent) by the rating service
                  of Moody's, or, upon the discontinuance of both of such
                  services, such other nationally recognized rating service or
                  services, as the case may be, as shall be selected by the
                  Company with the consent of the Majority Banks;

                           (c)      repurchase agreements relating to
                  investments described in clauses (a) and (b) above with a
                  market value at least equal to the consideration paid in
                  connection therewith, with any Person who regularly engages in
                  the business of entering into repurchase agreements and has a
                  combined capital surplus and undivided profit of not less than
                  $250,000,000 or the Dollar Equivalent thereof, if at the time
                  of entering into such agreement the debt securities of such
                  Person are rated not less than "A" (or the then equivalent) by
                  the rating service of S&P or of Moody's;

                           (d)      shares of any mutual fund registered under
                  the Investment Company Act of 1940, as amended, which invests
                  solely in underlying securities of the types described in
                  clauses (a), (b) and (c) above and which do not constitute
                  "margin stock" within the meaning of Regulation U of the
                  Federal Reserve Board; and

                           (e)      such other instruments (within the meaning
                  of Article 9 of the UCC) as the Company may request and the
                  Majority Banks may approve in writing, which approval will not
                  be unreasonably withheld.

                  "Majority Banks" means, at any time, two or more Banks holding
         (either directly in the case of the Revolving Advances or directly or
         indirectly through participation interests in the case of the Letter of
         Credit Exposure) at least 51% of the sum of (a) the then aggregate
         unpaid principal amount of the Revolving Advances and (b) the then
         aggregate amount of the Letter of Credit Exposure at such time, or, if
         no such principal amount or Letter of Credit Exposure is then
         outstanding, Banks having at least 51% of the aggregate amount of the
         Commitments at such time.

                                       15
<PAGE>

                  "Mandatory Revolving Borrowing" means a Revolving Borrowing
         comprised of Base Rate Advances made to repay a Swingline Advance which
         has not been repaid to Wells Fargo on the date due.

                  "Material Adverse Change" shall mean a material adverse change
         in (a) the business, assets, financial condition or results of
         operations of the Borrowers and the Guarantors, taken as a whole, in
         each case since the date of the Company's latest quarterly financial
         statements provided to the Agent, (b) the ability of the Company to pay
         or perform the Obligations when due or (c) the validity or
         enforceability of any of the Credit Documents against the Company or
         any Subsidiary of the Company or any Guarantor then a party thereto.

                  "Maturity Date" means May 15, 2007, as such date may be
         extended from time to time pursuant to Section 2.18.

                  "Maximum Rate" means the maximum nonusurious interest rate
         under applicable law.

                  "Moody's" means Moody's Investors Service, Inc. and any
         successor thereto which is a nationally recognized statistical rating
         organization.

                  "Multiemployer Plan" means a "multiemployer plan" as defined
         in Section 4001(a)(3) of ERISA to which the Company or any member of
         the Controlled Group is making or accruing an obligation to make
         contributions.

                  "Net Cash Proceeds" means (a) the aggregate cash proceeds
         (including without limitation, insurance proceeds) received by the
         Company or any Subsidiary in connection with any sales, transfers or
         dispositions of assets, minus (b) the reasonable expenses of the
         Company or such Subsidiary in connection with any such sales, transfers
         or dispositions of assets, minus (c) the amount, if any, of all taxes
         paid or payable by the Company or such Subsidiary directly resulting
         from such sales, transfers or other dispositions of assets.

                  "Net Depreciated Value" means, with respect to Revenue
         Equipment and Other Equipment, (a) the aggregate value of such Revenue
         Equipment and Other Equipment on the books of any Borrower or Guarantor
         as of the date of acquisition thereof by such Borrower or Guarantor or
         the actual cost of such Revenue Equipment or Other Equipment to such
         Borrower or Guarantor, whichever is less (the "Cost"), minus (b)
         depreciation computed in accordance with GAAP.

                  "Net Income" means, for any Person for any period for which
         such amount is being determined, the net income of such Person after
         taxes, as determined in accordance with GAAP, excluding, however, any
         after-tax net gains or losses or costs during such period resulting
         from (a) extraordinary items as determined in accordance with GAAP,
         including but not limited to any net gain or loss arising from the
         sale, exchange or other disposition of capital assets (such term to
         include all fixed assets and all securities) other than in the ordinary
         course of business or any write-up or write-down of assets,

                                       16
<PAGE>

         (b) changes in accounting principles and other one time non cash
         charges and (c) the disposition of the Subsidiaries identified on
         Schedule 1.1(c).

                  "Net Losses" has the meaning set forth in Section 6.12.

                  "Net Purchase Price" means the aggregate cash consideration
         paid in connection with any Acquisition Expenditure plus any
         assumptions of Indebtedness in connection with such Acquisition
         Expenditure.

                  "Net Worth" means, for any Person, stockholders' equity of
         such Person determined in accordance with GAAP.

                  "New Bank" has the meaning set forth in Section 2.17.

                  "New Commitment" has the meaning set forth in Section 2.17.

                  "Non-U.S. Lender" has the meaning set forth in Section
         2.11(e).

                  "Note" means a Revolving Note or the Swingline Note.

                  "Notice of Borrowing" means a notice of borrowing in the form
         of the attached Exhibit F, appropriately completed, signed by a
         Responsible Officer of a Borrower.

                  "Notice of Conversion or Continuation" means a notice of
         conversion or continuation in the form of the attached Exhibit G,
         appropriately completed, signed by a Responsible Officer of a Borrower.

                  "Obligations" means all Advances, Reimbursement Obligations
         and all other amounts payable by the Company or any of its Subsidiaries
         to the Agent or any Bank under the Credit Documents (including, without
         limitation, all fees, costs and expenses (including, without
         limitation, attorney's fees) provided for in the Credit Documents).

                  "One-Time Dividend" means the one-time cash dividend permitted
         to be paid by the Company pursuant to Section 6.5(c), and which is not
         any dividend otherwise permitted to be paid pursuant to Section 6.5(a)
         or Section 6.5(b).

                  "Other Equipment" means, with respect to any Person, all
         equipment other than Revenue Equipment owned by such Person free and
         clear of all Liens.

                  "Other Taxes" has the meaning set forth in Section 2.11(b).

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

                  "Permitted Liens" means the Liens permitted to exist pursuant
         to Section 6.1.

                  "Person" means an individual, partnership, corporation
         (including a business trust), joint stock company, trust,
         unincorporated association, limited liability company,

                                       17
<PAGE>

         joint venture or other entity, or a government or any political
         subdivision or agency thereof or any trustee, receiver, custodian or
         similar official.

                  "Plan" means an employee benefit plan (other than a
         Multiemployer Plan) maintained for employees of the Company or any
         member of the Controlled Group and covered by Title IV of ERISA or
         subject to the minimum funding standards under Section 412 of the Code.

                  "Prime Rate" means a fluctuating interest rate per annum as
         shall be in effect from time to time equal to the rate of interest then
         most recently publicly announced by or within Wells Fargo at its
         principal office in San Francisco, California, as its prime rate
         evidenced by the recording thereof after its announcement in such
         internal publication or publications as Wells Fargo may designate
         (which may not be the lowest rate offered to its customers), whether or
         not any Borrower has notice thereof. Each change in the Prime Rate will
         be effective on the day such change is announced within Wells Fargo.

                  "Property" of any Person means any and all property or assets
         (whether real, personal, or mixed, tangible or intangible) of such
         Person.

                  "Proposed Participant" has the meaning set forth in Section
         9.6(e).

                  "Pro Rata Share" means, at any time with respect to any Bank,
         either (a) the ratio (expressed as a percentage) of such Bank's
         Commitment at such time to the aggregate Commitments at such time or
         (b) if the Commitments have been terminated, the ratio (expressed as a
         percentage) of such Bank's aggregate outstanding Advances and direct
         interest (if such Bank is the Issuing Bank with respect to such Letter
         of Credit) or participation interest in the Letter of Credit Exposure
         at such time to the aggregate outstanding Advances and Letter of Credit
         Exposure of all the Banks at such time.

                  "Real Estate Value" means, with respect to any Eligible Real
         Property, the remainder of (a) the greater of (i) the net book value of
         such Eligible Real Property as of the date of the most recent Borrowing
         Base Certificate delivered to the Banks or (ii) at the sole election of
         the Company, the appraised value of such Eligible Real Property
         provided in an appraisal performed by an independent appraiser approved
         by the Agent (which approval shall not be unreasonably withheld) dated
         not more than one year prior to the date of the most recent Borrowing
         Base Certificate delivered to the Banks, minus (b) the aggregate amount
         of Indebtedness secured by Liens on such Property.

                  "Receivables" means all rights to receive payment for goods
         sold or for services rendered in the ordinary course of business.

                  "Recovery Period" has the meaning set forth in Section 6.12.

                  "Register" has the meaning set forth in Section 9.6(c).

                  "Regulation D" means Regulation D of the Board of Governors of
         the Federal Reserve System as the same may be amended, modified or
         supplemented from time to time or any successor regulation thereto.

                                       18
<PAGE>

                  "Reimbursement Obligations" means all of the obligations of
         the Borrowers set forth in Section 2.13(c).

                  "Release" shall have the meaning set forth in CERCLA or under
         any other Environmental Law.

                  "Reportable Event" means any of the events set forth in
         Section 4043(b) of ERISA.

                  "Response" shall have the meaning set forth in CERCLA or under
         any other Environmental Law.

                  "Responsible Officer" means, with respect to any Person, the
         chief executive officer, the president, the chief financial officer,
         any vice president, the treasurer or the secretary of such Person.

                  "Restricted Payment" means (a) any direct or indirect payment,
         prepayment, redemption, purchase, or deposit of funds or Property for
         the payment (including any sinking fund or defeasance), prepayment,
         redemption or purchase of Subordinated Debt, and (b) the making by any
         Person of any dividends or other distributions (in cash, property or
         otherwise) on, or payment for the purchase, redemption or other
         acquisition of, any shares of any Capital Stock of such Person, other
         than dividends payable in the same class of such Person's Capital
         Stock.

                  "Revenue Equipment" means, with respect to any Person, all
         trucks, tractors, trailers, city tractors, converter gears and all
         accessories and parts attached thereto, owned by such Person as of the
         date of determination free and clear of all Liens.

                  "Revolving Advance" means any advance by a Bank to any
         Borrower pursuant to Section 2.1(a).

                  "Revolving Borrowing" means a borrowing consisting of
         simultaneous Revolving Advances of the same Type made by each Bank
         pursuant to Section 2.1(a) or Converted by each Bank to Revolving
         Advances of a different Type pursuant to Section 2.2(b).

                  "Revolving Note" means a promissory note of the Borrowers
         payable to the order of any Bank, in substantially the form of the
         attached Exhibit H, appropriately completed, evidencing indebtedness of
         the Borrowers to such Bank resulting from Revolving Advances owing to
         such Bank.

                  "S&P" means Standard & Poor's Ratings Service, a division of
         The McGraw-Hill Companies, Inc., or any successor thereof which is a
         nationally recognized statistical rating organization.

                  "Selected Rating Agency" means, at any time, collectively, (a)
         S&P and (b) either Moody's or Fitch, as selected by the Company by
         written notice to the Agent, which selection may not be changed for a
         period of at least (i) one month after the Closing Date

                                       19
<PAGE>

         and (ii) twelve months after the date of receipt by the Agent of the
         previous selection. The Selected Rating Agencies on the Closing Date
         shall be S&P and Moody's.

                  "Senior Debt" means the Senior Secured Debt or the Senior
         Unsecured Debt; provided, however, that if the Selected Rating Agencies
         have different ratings for the Senior Secured Debt and the Senior
         Unsecured Debt, then "Senior Debt" shall mean the Senior Unsecured
         Debt.

                  "Senior Secured Debt" means the Company's senior, secured,
         non-credit enhanced, long-term indebtedness for borrowed money.

                  "Senior Unsecured Debt" means the Company's senior, unsecured,
         non-credit enhanced, long-term indebtedness for borrowed money;
         provided, however, that if either of the Selected Rating Agencies does
         not rate the Company's Senior Unsecured Debt, then all references in
         this Agreement to such rating agency's rating of "Senior Unsecured
         Debt" shall mean the Company's "corporate credit rating".

                  "Subordinated Debt" means any Indebtedness of the Company or
         any of its Subsidiaries which is subordinated to their respective
         obligations under the Credit Documents and which is on terms and
         conditions satisfactory to the Agent and the Majority Banks.

                  "Subordinated Debt Documents" means all documents, instruments
         and agreements now or hereafter executed by the Company or any of its
         Subsidiaries in respect of Subordinated Debt and any and all
         amendments, modifications, supplements, renewals or restatements
         thereof (if any) which may be permitted in accordance with this
         Agreement.

                  "Subsidiary" of a Person means any corporation, association,
         partnership or other business entity of which more than 50% of the
         outstanding shares of Capital Stock having by the terms thereof
         ordinary voting power under ordinary circumstances to elect a majority
         of the board of directors or Persons performing similar functions (or,
         if there are no such directors or Persons, having general voting power)
         of such entity (irrespective of whether at the time Capital Stock of
         any other class or classes of such entity shall or might have voting
         power upon the occurrence of any contingency) is at the time directly
         or indirectly owned or controlled by such Person, by such Person and
         one or more Subsidiaries of such Person or by one or more Subsidiaries
         of such Person.

                  "Supplementing Banks" has the meaning set forth in Section
         2.17.

                  "Swingline Advance" has the meaning set forth in Section
         2.1(b).

                  "Swingline Note" means a promissory note of the Borrowers
         payable to the order of Wells Fargo in substantially the form of the
         attached Exhibit I, appropriately completed, evidencing the
         indebtedness of the Borrowers to Wells Fargo from Swingline Advances
         owing to Wells Fargo.

                                       20
<PAGE>

                  "Synthetic Lease" means any synthetic lease, tax retention
         operation lease or similar financing transaction where such transaction
         is considered borrowed money indebtedness for tax purposes, but is
         classified as an operating lease in accordance with GAAP.

                  "Taxes" has the meaning set forth in Section 2.11(a).

                  "Termination Event" means (a) the occurrence of a Reportable
         Event with respect to a Plan, as described in Section 4043 of ERISA and
         the regulations issued thereunder (other than a Reportable Event not
         subject to the provision for 30-day notice to the PBGC under such
         regulations), (b) the withdrawal of the Company or any of its
         Affiliates from a Plan during a plan year in which it was a
         "substantial employer" as defined in Section 4001(a)(2) of ERISA, (c)
         the giving of a notice of intent to terminate a Plan under Section
         4041(c) of ERISA, (d) the institution of proceedings to terminate a
         Plan by the PBGC or (e) any other event or condition which constitutes
         grounds under Section 4042 of ERISA for the termination of, or the
         appointment of a trustee to administer, any Plan.

                  "Termination Notice" has the meaning set forth in Section
         2.4(b).

                  "Total Funded Debt" means (without duplication), on a
         Consolidated basis and at any time, the sum of (a) all Indebtedness of
         the Company and/or any of its Subsidiaries, other than Indebtedness
         consisting of (i) indebtedness for which the Company and its
         Subsidiaries are obligated only by virtue of a guaranty of such
         indebtedness, (ii) obligations of the Company and its Subsidiaries in
         respect of standby letters of credit associated with the replacement of
         surety bonds not to exceed $45,000,000 in aggregate amount, (iii) trade
         payables or bank drafts, and (iv) Indebtedness included within clause
         (d) of the definition of such term, plus (b) the present value of all
         lease payments at any time then or thereafter payable under all
         Synthetic Leases (discounted at the interest rate implicit in the
         Synthetic Leases or, if such implicit rate cannot be determined, at the
         Base Rate).

                  "Type" has the meaning set forth in Section 1.4.

                  "UCC" means the Uniform Commercial Code as in effect in the
         State of Texas and/or any other jurisdiction, the laws of which may be
         applicable to or in connection with the creation, perfection or
         priority of any Lien on any Property.

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

                  "Wells Fargo" means Wells Fargo Bank, National Association.

         Section 1.2 Computation of Time Periods. In this Agreement in the
computation of periods of time from a specified date to a later specified date,
the word "from" means "from and including" and the words "to" and "until" each
means "to but excluding".

                                       21
<PAGE>

         Section 1.3 Accounting Terms; Changes in GAAP.

                  (a)      Subject to Section 1.3(c), all accounting terms not
         specifically defined in this Agreement shall be construed in accordance
         with GAAP applied on a consistent basis with those applied in the
         preparation of the Financial Statements.

                  (b)      Unless otherwise indicated, all financial statements
         of the Company, all calculations for compliance with covenants in this
         Agreement and all calculations of any amounts to be calculated under
         the definitions in Section 1.1 shall be based upon the Consolidated
         accounts of the Company and its Subsidiaries in accordance with GAAP.

                  (c)      If any changes in accounting principles after the
         Effective Date are (i) required by GAAP or the Financial Accounting
         Standards Board of the American Institute of Certified Public
         Accountants or similar agencies, or (ii) recommended by the Company or
         its certified public accountants and implemented by the Company and
         such change results in a change in the method of calculation of, or
         affects the results of such calculation of, any of the financial
         covenants, standards or terms found in this Agreement and the Company
         notifies the Agent that the Company requests an amendment to any
         provision of this Agreement to eliminate the effect of such change or
         (iii) if the Agent notifies the Company that the Agent or the Majority
         Banks request an amendment to any provision of this Agreement for such
         purpose, regardless of whether any such notice is given before or after
         such change in GAAP or in the application thereof, then the parties
         shall enter into and diligently pursue negotiations in order to amend
         such financial covenants, standards or terms so as to equitably reflect
         such change, with the desired result that the criteria for evaluating
         the Company's and its Consolidated Subsidiaries' financial condition
         shall be the same after such change as if such change had not been
         made. Notwithstanding anything to the contrary contained in this
         Agreement, from the date of any such request in accordance with this
         Section 1.3(c) and until such time (if ever) as such an amendment shall
         have been executed and delivered by the Company, the Agent and the
         Banks or the request for such an amendment has been withdrawn by the
         Person or Persons making such request, all financial covenants,
         standards and terms in this Agreement shall continue to be calculated
         or construed as if such changes in accounting principles required by
         GAAP or recommended by the Company or the Company's certified public
         accountants and implemented by the Company had not occurred.

                  (d)      To enable the ready and consistent determination of
         compliance with the covenants set forth in this Agreement, neither the
         Company nor any of its Subsidiaries will change the last day of its
         fiscal year from December 31st or the last days of the first three
         fiscal quarters of the Company and its Subsidiaries in each of its
         fiscal years from that existing on the Closing Date unless the Company
         has given written notice to the Agent of the Company's intention to
         make such change at least 60 days prior to the effective date of such
         change.

         Section 1.4 Types of Advances. Advances are distinguished by "Type".
The "Type" of an Advance refers to the determination whether such Advance is a
Base Rate Advance or Eurodollar Rate Advance, each of which constitutes a Type.

                                       22

<PAGE>

         Section 1.5 Miscellaneous. Article, Section, Schedule and Exhibit
references are to Articles and Sections of and Schedules and Exhibits to this
Agreement, unless otherwise specified.

         Section 1.6 References to Agreements. Unless otherwise expressly
provided herein, references to Credit Documents shall be deemed to include all
subsequent amendments, restatements, extensions, supplements and other
modifications thereto and replacements thereof.

                                   ARTICLE II

                     THE ADVANCES AND THE LETTERS OF CREDIT

         Section 2.1 The Advances.

                  (a)      Revolving Advances. Subject to the succeeding
         proviso, each Bank severally agrees, on the terms and conditions set
         forth in this Agreement, to make Revolving Advances to the Borrowers
         from time to time on any Business Day prior to the Maturity Date in an
         aggregate amount not to exceed at any time outstanding an amount equal
         to the remainder of such Bank's Commitment minus such Bank's Pro Rata
         Share of the Letter of Credit Exposure at such time; provided, however,
         that the aggregate amount of all outstanding Revolving Advances, all
         outstanding Swingline Advances and the Letter of Credit Exposure at any
         time may not exceed the lesser of (i) the aggregate Commitments at such
         time or (ii) the Borrowing Base at such time. Within the limits of each
         Bank's Commitment and the Borrowing Base limitation set forth above,
         the Borrowers may from time to time borrow, prepay (in whole or in
         part) and reborrow Revolving Advances.

                  (b)      Swingline Advances. Subject to the succeeding
         proviso, on the terms and conditions set forth in this Agreement, Wells
         Fargo may, in its sole discretion from time to time on any Business Day
         during the period from the date of this Agreement until the Maturity
         Date, make advances ("Swingline Advances") under the Swingline Note to
         the Borrowers in an aggregate principal amount not to exceed
         $15,000,000 outstanding at any time; provided, however, that the
         aggregate amount of all outstanding Revolving Advances, all outstanding
         Swingline Advances and the Letter of Credit Exposure at any time may
         not exceed the lesser of (i) the aggregate Commitments at such time or
         (ii) the Borrowing Base at such time; and provided, further, that no
         Swingline Advance shall be made by Wells Fargo if, to its knowledge,
         the statements set forth in Section 3.2(a) are not true on the date of
         such Swingline Advance, it being agreed by the Borrowers that the
         giving of the applicable Notice of Borrowing and the acceptance by any
         Borrower of the proceeds of such Swingline Advance shall constitute a
         representation and warranty by the Borrowers that on the date of such
         Swingline Advance such statements are true. Subject to the other
         provisions hereof, the Borrowers may from time to time borrow, prepay
         (in whole or in part) and reborrow Swingline Advances.

                           (A)      Except as provided in the following clause
                  (B) below, each request for a Swingline Advance shall be made
                  pursuant to telephone notice to Wells Fargo given no later
                  than 1:00 p.m. (Dallas, Texas time) on the date of the

                                       23

<PAGE>

                  proposed Swingline Advance, promptly confirmed by a completed
                  and executed Notice of Borrowing telecopied to the Agent.
                  Wells Fargo will promptly make the Swingline Advance available
                  to the applicable Borrower at such Borrower's account
                  designated in its written notice to the Agent.

                           (B)      The Borrowers and the Banks agree that in
                  the event any Swingline Advance is not repaid on the date due
                  to Wells Fargo, each Bank shall pay to the Agent its Pro Rata
                  Share of such Swingline Advance and such payment shall be
                  deemed to be a Base Rate Advance made pursuant to such Bank's
                  Commitment, whether made before or after termination of the
                  Commitments, acceleration of the Advances or otherwise, and
                  whether or not a Default has then occurred or is continuing or
                  any of the other conditions precedent set forth in Article III
                  have been satisfied. The Agent shall give each Bank notice of
                  such Mandatory Revolving Borrowing by 11:00 a.m. (Dallas,
                  Texas time) on the date the Mandatory Revolving Borrowing is
                  to be made. Each Bank shall make its Advance available to the
                  Agent for the account of Wells Fargo in immediately available
                  funds by 1:00 p.m. (Dallas, Texas time) on the date requested,
                  and the Borrowers hereby irrevocably instructs Wells Fargo to
                  apply the proceeds of such Mandatory Revolving Borrowing to
                  the payment of the outstanding Swingline Advances.

         Section 2.2 Method of Borrowing.

                  (a)      Notice. Each Revolving Borrowing shall be made
         pursuant to a Notice of Borrowing given, not later than (i) 11:00 a.m.
         (Dallas, Texas time) on the third Business Day before the date of the
         proposed Borrowing, in the case of a Eurodollar Rate Advance or (ii)
         11:00 a.m. (Dallas, Texas time) on the Business Day of the proposed
         Borrowing, in the case of a Base Rate Advance, by the Borrower
         requesting such Revolving Borrowing to the Agent, and on the day of its
         receipt of a timely Notice of Borrowing, the Agent shall transmit a
         copy of such notice to each Bank by telecopier; provided, however, that
         the Agent and each of the Banks hereby waive the requirement in clause
         (i) of this Section 2.2(a) that any Borrower provide three Business
         Days advance written notice of the date of the initial Borrowing. Each
         Swingline Advance shall be made pursuant to a Notice of Borrowing given
         by the applicable Borrower to each of the Agent and Wells Fargo not
         later than 1:00 p.m. (Dallas, Texas time) on the day of the proposed
         Borrowing. Each Notice of Borrowing shall be in writing or by
         telecopier specifying the requested (A) date of such Borrowing, (B)
         Type of Advances comprising such Borrowing, (C) aggregate amount of
         such Borrowing, and (D) if such Borrowing is to be comprised of
         Eurodollar Rate Advances, the Interest Period for each such Advance. In
         the case of a proposed Borrowing comprised of Eurodollar Rate Advances,
         the Agent shall promptly notify each Bank of the applicable interest
         rate under Section 2.6(b). Each Bank shall (1) in the case of all
         Revolving Borrowings other than Borrowings made on the same day as the
         day the Notice of Borrowing is received, before 1:00 p.m. (Dallas,
         Texas time) on the date of such Borrowing and (2) in the case of
         Revolving Borrowings made on the same day as the date of the Notice of
         Borrowing or Mandatory Revolving Borrowings, before 1:00 p.m. (Dallas,
         Texas time), make available for the account of its Applicable Lending
         Office to the Agent at the Agent's address referred to in Section 9.2,

                                       24

<PAGE>

         or such other location as the Agent may specify by notice to the Banks,
         in same day funds, such Bank's Pro Rata Share of such Borrowing. After
         the Agent's receipt of such funds and, except in the case of Mandatory
         Revolving Borrowings, upon fulfillment of the applicable conditions set
         forth in Article III, the Agent will make such funds available to the
         Borrower requesting such funds or, in the case of Mandatory Revolving
         Borrowings, to Wells Fargo, in each case at such Borrower's or Wells
         Fargo's (as applicable) account designated in its respective written
         notice to the Agent.

                  (b)      Conversions and Continuations. In order to elect to
         Convert or continue Advances comprising part of the same Revolving
         Borrowing under this Section, the Borrower making such election shall
         deliver an irrevocable Notice of Conversion or Continuation to the
         Agent at the Agent's office no later than 11:00 a.m. (Dallas, Texas
         time) (i) on the Business Day of the proposed conversion date in the
         case of a Conversion of such Advances to Base Rate Advances and (ii) at
         least three Business Days in advance of the proposed Conversion or
         continuation date in the case of a Conversion to, or a continuation of,
         Eurodollar Rate Advances. Each such Notice of Conversion or
         Continuation shall be in writing or by telecopier, specifying (A) the
         requested Conversion or continuation date (which shall be a Business
         Day), (B) the Borrowing amount and Type of the Advances to be Converted
         or continued, (C) whether a Conversion or continuation is requested
         and, if a Conversion, into what Type of Advances, and (D) in the case
         of a Conversion to, or a Continuation of, Eurodollar Rate Advances, the
         requested Interest Period. Revolving Advances may only be Converted or
         continued as Revolving Advances. Swingline Advances may not be
         Converted or continued. Promptly after receipt of a Notice of
         Conversion or Continuation under this Section 2.2(b), the Agent shall
         provide each Bank with a copy thereof and, in the case of a Conversion
         to or a continuation of Eurodollar Rate Advances, notify each Bank of
         the applicable interest rate under Section 2.6(b). For purposes other
         than the conditions set forth in Section 3.2, the portion of Revolving
         Advances comprising part of the same Revolving Borrowing that are
         Converted to Revolving Advances of another Type shall constitute a new
         Revolving Borrowing.

                  (c)      Certain Limitations. Notwithstanding anything in
         Sections 2.2(a) and 2.2(b) above:

                           (i)      each Borrowing (other than a Borrowing of
                  Swingline Advances) shall be in an aggregate amount not less
                  than (A) $1,000,000 or greater multiples of $500,000, in the
                  case of Eurodollar Rate Advances, or (B) $500,000 or greater
                  multiples of $100,000, in the case of Base Rate Advances, and
                  shall consist of Advances of the same Type made on the same
                  day by the Banks ratably according to their respective
                  Commitments;

                           (ii)     at no time shall there be more than five
                  Interest Periods applicable to outstanding Eurodollar Rate
                  Advances;

                           (iii)    no Borrower may select Eurodollar Rate
                  Advances for any Borrowing to be made if (A) the aggregate
                  amount of such Borrowing is less than $1,000,000 or (B) a
                  Default has occurred and is continuing;

                                       25

<PAGE>

                           (iv)     no Borrower may select Eurodollar Rate
                  Advances for any Borrowing to be Converted or continued if (A)
                  the aggregate amount of such Borrowing is less than $1,000,000
                  or (B) an Event of Default has occurred and is continuing;

                           (v)      (A) if any Bank shall, at any time prior to
                  the making of any requested Borrowing comprised of Eurodollar
                  Rate Advances, notify the Agent that the introduction of or
                  any change in or in the interpretation of any law or
                  regulation makes it unlawful, or that any central bank or
                  other Governmental Authority asserts that it is unlawful, for
                  such Bank or its Eurodollar Lending Office to perform its
                  obligations under this Agreement to make Eurodollar Rate
                  Advances or to fund or maintain Eurodollar Rate Advances, such
                  Bank's Pro Rata Share of such Borrowing shall be made as a
                  Base Rate Advance of such Bank, but otherwise shall be
                  considered part of the same Borrowing and interest on such
                  Base Rate Advance shall be due and payable at the same time
                  that interest on the Eurodollar Rate Advances comprising the
                  remainder of such Borrowing shall be due and payable; and (B)
                  such Bank agrees to use commercially reasonable efforts
                  (consistent with its internal policies and legal and
                  regulatory restrictions) to designate a different Applicable
                  Lending Office if the making of such designation would avoid
                  the effect of this clause (v) and would not, in the reasonable
                  judgment of such Bank, be otherwise disadvantageous to such
                  Bank;

                           (vi)     if the Agent is unable to determine the
                  Eurodollar Rate for Eurodollar Rate Advances comprising any
                  requested Borrowing, the right of such Borrower to select
                  Eurodollar Rate Advances for such Borrowing or for any
                  subsequent Borrowing shall be suspended until the Agent shall
                  notify such Borrower and the Banks that the circumstances
                  causing such suspension no longer exist, and each Advance
                  comprising such Borrowing shall be a Base Rate Advance;

                           (vii)    if the Majority Banks shall, at least one
                  Business Day before the date of any requested Borrowing,
                  notify the Agent that the Eurodollar Rate for Eurodollar Rate
                  Advances comprising such Borrowing will not adequately reflect
                  the cost to such Banks of making or funding their respective
                  Eurodollar Rate Advances, as the case may be, for such
                  Borrowing, the right of such Borrower to select Eurodollar
                  Rate Advances for such Borrowing or for any subsequent
                  Borrowing shall be suspended until the Agent shall notify such
                  Borrower and the Banks that the circumstances causing such
                  suspension no longer exist, and each Advance comprising such
                  Borrowing shall be a Base Rate Advance; and

                           (viii)   if any Borrower shall fail to select the
                  duration or continuation of any Interest Period for any
                  Eurodollar Rate Advances in accordance with the provisions
                  contained in the definition of "Interest Period" in Section
                  1.1 and Section 2.2(a) or 2.2(b) above, the Agent will
                  forthwith so notify such Borrower and the Banks and such
                  Advances will be made available to such Borrower on the date
                  of such Borrowing as Base Rate Advances or, if an existing
                  Advance, Converted into Base Rate Advances.

                                       26

<PAGE>

                  (d)      Notices Irrevocable. Each Notice of Borrowing and
         Notice of Conversion or Continuation shall be irrevocable and binding
         on the Borrowers. In the case of any Borrowing which the related Notice
         of Borrowing specifies is to be comprised of Eurodollar Rate Advances,
         the Borrowers shall indemnify each Bank against any loss or
         out-of-pocket cost or expense incurred by such Bank as a result of any
         condition precedent for Borrowing set forth in Article III not being
         satisfied or waived by the Agent and the Majority Banks for any reason,
         including, without limitation, any loss, cost or expense actually
         incurred by reason of the liquidation or reemployment of deposits or
         other funds acquired by such Bank to fund the Advance to be made by
         such Bank as part of such Borrowing when such Advance, as a result of
         such failure, is not made on such date.

                  (e)      Agent Reliance. Unless the Agent shall have received
         notice from a Bank before the date of any Revolving Borrowing or
         Mandatory Revolving Borrowing that such Bank will not make available to
         the Agent such Bank's Pro Rata Share of the Borrowing, the Agent may
         assume that such Bank has made its Pro Rata Share of such Borrowing
         available to the Agent on the date of such Borrowing in accordance with
         Section 2.2(a) and the Agent may, in reliance upon such assumption,
         make available to the applicable Borrower on such date a corresponding
         amount. If and to the extent that such Bank shall not have so made its
         Pro Rata Share of such Borrowing available to the Agent, such Bank and
         the Borrowers severally agree to immediately repay to the Agent on
         demand such corresponding amount, together with interest on such
         amount, for each day from the date such amount is made available to any
         Borrower until the date such amount is repaid to the Agent, at (i) in
         the case of the Borrowers, the interest rate applicable on such day to
         Advances comprising such Borrowing and (ii) in the case of such Bank,
         the Federal Funds Rate for such day. If such Bank shall repay to the
         Agent such corresponding amount and interest as provided above, such
         corresponding amount so repaid shall constitute such Bank's Advance as
         part of such Borrowing for purposes of this Agreement even though not
         made on the same day as the other Advances comprising such Borrowing.

                  (f)      Bank Obligations Several. The failure of any Bank to
         make the Advance to be made by it as part of any Borrowing shall not
         relieve any other Bank of its obligation, if any, to make its Advance
         on the date of such Borrowing. No Bank shall be responsible for the
         failure of any other Bank to make the Advance to be made by such other
         Bank on the date of any Borrowing.

                  (g)      Notes. The indebtedness of the Borrowers to each Bank
         resulting from Revolving Advances owing to such Bank shall be evidenced
         by the Revolving Note of the Borrowers payable to the order of such
         Bank in substantially the form of Exhibit H, appropriately completed.
         The indebtedness of the Borrowers to Wells Fargo resulting from
         Swingline Advances owing to Wells Fargo shall be evidenced by the
         Swingline Note of the Borrowers payable to the order of Wells Fargo in
         substantially the form of Exhibit I, appropriately completed.

                                       27

<PAGE>

         Section 2.3 Fees.

                  (a)      Facility Fees. The Borrowers agree to pay to the
         Agent, for the pro rata benefit of the Banks, a facility fee on the
         average daily aggregate amount of the Commitments, irrespective of the
         Borrowers' usage of such Commitments, at a rate per annum equal to the
         Applicable Margin for the period from the Effective Date until the
         Maturity Date, which fee shall be due and payable quarterly in arrears
         on the last Business Day of each March, June, September and December
         and on the Maturity Date.

                  (b)      Letter of Credit Fees. The Borrowers agree to pay to
         the Agent, for the pro rata benefit of the Banks, a fee in respect of
         all Letters of Credit outstanding at a rate per annum equal to the
         Applicable Margin calculated on the average daily maximum amount
         available from time to time to be drawn under such outstanding Letters
         of Credit, which fee shall be due and payable quarterly in arrears on
         the last Business Day of each March, June, September and December and
         on the Maturity Date. In addition to the fees referred to in the
         preceding sentence, the Borrowers agree to pay to each Issuing Bank for
         its own account amendment, transfer and negotiation fees, in respect of
         all Letters of Credit outstanding and issued by such Issuing Bank,
         which fees shall be due and payable in such amounts, at such times and
         otherwise in accordance with such Issuing Bank's then current policy.

                  (c)      Agent Fees. The Borrowers agree to pay to the Agent
         and/or Wells Fargo, for its benefit, the fees set forth in the Agent's
         Fee Letter.

         Section 2.4 Reduction of the Commitments.

                  (a)      Voluntary Reduction. The Borrowers shall have the
         right, upon at least three Business Days' irrevocable notice to the
         Agent, to terminate in whole or reduce ratably in part the unused
         portion of the Commitments; provided that each partial reduction shall
         be in the aggregate amount of $1,000,000 or greater multiples of
         $1,000,000. Subject to Section 2.17, any termination or reduction of
         the Commitments pursuant to this Section 2.4 shall be permanent, with
         no obligation of the Banks to reinstate such Commitments and the
         facility fees provided for in Section 2.3(a) shall thereafter be
         computed on the basis of the Commitments, as so reduced.

                  (b)      Change of Control. Upon the occurrence of any of the
         following:

                           (i)      a change in control is reported by the
                  Company in response to either Item 6(e) of Schedule 14A of
                  Regulation 14A promulgated under the Securities Exchange Act
                  of 1934, as amended (the "Exchange Act"), or

                           (ii)     any "person" (as such term is used in
                  Section 13(d) and Section 14(d)(2) of the Exchange Act) is or
                  becomes the "beneficial owner" (as defined in Rule 13d-3 under
                  the Exchange Act), directly or indirectly, of voting Capital
                  Stock of the Company (or securities convertible into or
                  exchangeable for such Capital Stock) representing the Control
                  Percentage or more of the combined voting power of the
                  Company's then outstanding Capital Stock,

                                       28

<PAGE>

then, in such event the Majority Banks may, at their sole option upon written
notice to the Company (a "Termination Notice"), declare the obligation of each
Bank to make Advances and the obligation of each Issuing Bank to issue, increase
or extend Letters of Credit to be terminated, whereupon the same shall forthwith
terminate and the Commitments shall reduce to zero.

         Section 2.5 Repayment of Advances.

                  (a)      Revolving Advances. The Borrowers shall repay the
         outstanding principal amount of each Revolving Advance on the Maturity
         Date.

                  (b)      Swingline Advances. The Borrowers shall repay the
         outstanding principal amount of each Swingline Advance on the earlier
         of the Maturity Date or the date which is three Business Days after the
         date such Swingline Advance was made.

         Section 2.6 Interest. The Borrowers shall pay interest on the unpaid
principal amount of each Advance from the date of such Advance until such
principal amount shall be paid in full, at the following rates per annum:

                  (a)      Base Rate Advances. If such Advance is a Base Rate
         Advance, a rate per annum equal, at all times, to the lesser of (i) the
         Base Rate in effect from time to time plus the Applicable Margin and
         (ii) the Maximum Rate, payable in arrears on the last Business Day of
         each calendar quarter and on the date such Base Rate Advance is payable
         in full, provided that any amount of principal which is not paid when
         due (whether at stated maturity, by acceleration or otherwise) shall
         bear interest from the date on which such amount is due until such
         amount is paid in full, payable on demand, at a rate per annum equal at
         all times to the lesser of (A) the rate required to be paid on such
         Advance immediately prior to the date on which such amount becomes due
         plus two percent (2%) and (B) the Maximum Rate.

                  (b)      Eurodollar Rate Advances. If such Advance is a
         Eurodollar Rate Advance, a rate per annum equal, at all times during
         the Interest Period for such Advance, to the lesser of (i) the
         Eurodollar Rate for such Interest Period plus the Applicable Margin and
         (ii) the Maximum Rate, payable in arrears on the last day of such
         Interest Period and on the date such Eurodollar Rate Advance is payable
         in full; provided, however, in the case of an Interest Period greater
         than three months, accrued interest shall also be payable on the date
         that is three months after the first day of such Interest Period; and
         provided, further, that any amount of principal which is not paid when
         due (whether at stated maturity, by acceleration or otherwise) shall
         bear interest from the date on which such amount is due until such
         amount is paid in full, payable on demand, at a rate per annum equal at
         all times to the lesser of (A) the greater of (1) the Base Rate in
         effect from time to time plus two percent (2%) and (2) the rate
         required to be paid on such Advance immediately prior to the date on
         which such amount became due plus two percent (2%) and (b) the Maximum
         Rate.

                  (c)      Swingline Advances. If such Advance is a Swingline
         Advance, a rate per annum equal, at all times, to the lesser of (i) the
         rate agreed to pursuant to the letter

                                       29

<PAGE>

         agreement between the Company and Wells Fargo dated May 15, 2002 and
         (ii) the Maximum Rate, payable in arrears on the earlier of the
         Maturity Date of this Agreement or the last Business Day of each
         calendar quarter and, if a Default has then occurred and is continuing,
         on the date such Swingline Advance is payable in full, provided that
         any amount of principal which is not paid when due (whether at stated
         maturity, by acceleration or otherwise) shall bear interest from the
         date on which such amount is due until such amount is paid in full,
         payable on demand, at a rate per annum equal at all times to the lesser
         of (1) the rate required to be paid on such Advance immediately prior
         to the date on which such amount becomes due plus two percent (2%) and
         (2) the Maximum Rate.

                  (d)      Usury Recapture. In the event that, but for
         limitations regarding the Maximum Rate set forth in this Agreement, the
         rate of interest otherwise chargeable under this Agreement at any time
         is greater than the Maximum Rate, then the unpaid principal amount of
         the Advances shall bear interest at the Maximum Rate until the total
         amount of interest paid or accrued on the Advances equals the amount of
         interest which would have been paid or accrued on the Advances if the
         stated rates of interest set forth in this Agreement, without giving
         effect to limitations regarding the Maximum Rate set forth in this
         Agreement, had at all times been in effect. In the event, upon payment
         in full of the Advances, the total amount of interest paid or accrued
         under the terms of this Agreement on the Advances is less than the
         total amount of interest which would have been paid or accrued if the
         rates of interest set forth in this Agreement, without giving effect to
         limitations regarding the Maximum Rate set forth in this Agreement,
         had, at all times, been in effect, then the Borrowers shall, to the
         extent permitted by applicable law, pay the Agent for the account of
         the Banks an amount equal to the difference between (i) the lesser of
         (A) the amount of interest which would have been charged on the
         Advances if the Maximum Rate had, at all times, been in effect and (B)
         the amount of interest which would have accrued on the Advances if the
         rates of interest set forth in this Agreement, without giving effect to
         limitations regarding the Maximum Rate set forth in this Agreement, had
         at all times been in effect and (ii) the amount of interest actually
         paid or accrued under this Agreement on the Advances. In the event the
         Banks ever receive, collect or apply as interest any sum in excess of
         the Maximum Rate, such excess amount shall, to the extent permitted by
         law, be applied to the reduction of the principal balance of the
         Advances, and if no such principal is then outstanding, such excess or
         part thereof remaining shall be paid to the Borrowers.

                  (e)      Default Interest. Notwithstanding anything to the
         contrary contained in this Agreement, (i) at all times during which an
         Event of Default has occurred and is continuing, interest shall accrue
         and be payable on the outstanding principal amount of each Advance, and
         (ii) to the fullest extent permitted by applicable law and whether or
         not an Event of Default has occurred and is continuing, interest shall
         accrue on any other amount of the Obligations which is not paid in full
         when due (whether at stated maturity, by acceleration or otherwise), in
         each case payable on demand at a rate per annum equal to the lesser of
         (A) the Base Rate plus two percent (2%) and (B) the Maximum Rate, which
         interest at such rate shall accrue from the initial date of the giving
         of notice by the Agent to the Company of the occurrence of such Event
         of Default (as to clause (i)

                                       30

<PAGE>

         preceding) or from the date such amount of the Obligations became due
         until the date such amount is paid in full (as to clause (ii)
         preceding).

         Section 2.7 Prepayments.

                  (a)      Right to Prepay. The Borrowers shall have no right to
         prepay any principal amount of any Advance except as provided in this
         Section 2.7.

                  (b)      Optional Prepayments. The Borrowers may elect to
         prepay any of the Advances, after giving notice thereof to the Agent
         (i) by 11:00 a.m. (Dallas, Texas time) on the day of prepayment of any
         Swingline Advance, and (ii) by 11:00 a.m. (Dallas Texas time) at least
         three Business Days' prior to the day of prepayment of any Eurodollar
         Rate Advances and at least one Business Day prior to the day of
         prepayment of any Base Rate Advances. Such notice must state the
         proposed date and aggregate principal amount of such prepayment,
         whether such prepayment should be applied to reduce outstanding
         Revolving Advances or Swingline Advances, and if applicable, the
         relevant Interest Period for the Advances to be prepaid. If any such
         notice is given, the Borrowers shall prepay Advances comprising part of
         the same Borrowing in whole or ratably in part in an aggregate
         principal amount equal to the amount specified in such notice, and
         shall also pay accrued interest to the date of such prepayment on the
         principal amount prepaid and amounts, if any, required to be paid
         pursuant to Section 2.8 as a result of such prepayment being made on
         such date; provided, however, that each partial prepayment of
         Eurodollar Rate Advances shall be in an aggregate principal amount not
         less than $1,000,000 or greater multiples of $500,000.

                  (c)      Mandatory Prepayments.

                           (i)      Change of Control. On the fifth Business Day
                  following the Company's receipt of a Termination Notice
                  pursuant to Section 2.4(b) hereof, the Borrowers shall be
                  required to prepay all outstanding Advances and all other
                  unpaid Obligations in full and to deposit with the Agent into
                  the Cash Collateral Account an amount equal to the Letter of
                  Credit Exposure.

                           (ii)     Borrowing Base Deficiency. On each Borrowing
                  Base Determination Date, the Borrowers shall be required to
                  prepay the Advances in an aggregate amount equal to the
                  positive remainder, if any, of (A) the aggregate amount of all
                  outstanding Advances and the Letter of Credit Exposure on such
                  date minus (B) the Borrowing Base, as determined on such
                  Borrowing Base Determination Date (or, upon payment in full of
                  all outstanding Advances, to deposit with the Agent into the
                  Cash Collateral Account an amount equal to the amount by which
                  the Letter of Credit Exposure exceeds the Borrowing Base).

                           (iii)    Reduction of Commitments. In the event the
                  Commitments are reduced in accordance with Section 2.4(a), the
                  Borrowers shall prepay the Advances to the extent the
                  aggregate amount of all outstanding Advances and the Letter of
                  Credit Exposure exceeds the aggregate amount of the
                  Commitments after giving effect to such reduction (or, upon
                  payment in full of all outstanding

                                       31

<PAGE>

                  Advances, to deposit with the Agent into the Cash Collateral
                  Account an amount equal to the amount by which the Letter of
                  Credit Exposure exceeds the Commitments as so reduced).

                           (iv)     Accrued Interest. Each prepayment pursuant
                  to this Section 2.7(c) shall be accompanied by accrued
                  interest on the amount prepaid to the date of such prepayment
                  and amounts, if any, required to be paid pursuant to Section
                  2.8 as a result of such prepayment being made on such date.

                           (v)      Avoidance of Breakage Costs. In the event
                  that the amount of any mandatory prepayment of Advances under
                  this Section 2.7(c) exceeds the aggregate principal amount of
                  Advances which consist of Base Rate Advances (the amount of
                  such excess being the "Excess Amount"), the Borrowers shall
                  have the right, in lieu of making such prepayment in full, to
                  prepay such outstanding Advances which are Base Rate Advances
                  and to deposit an amount equal to the Excess Amount with the
                  Agent in the Cash Collateral Account maintained by and in the
                  sole dominion and control of the Agent for the ratable benefit
                  of the Banks. Any amount so deposited shall be held by the
                  Agent as collateral for the Obligations and applied to the
                  prepayment of Advances which are Eurodollar Rate Advances at
                  the end of the current Interest Period(s) applicable thereto.
                  On any day on which amounts collected in the Cash Collateral
                  Account remain on deposit in or to the credit of the Cash
                  Collateral Account after giving effect to the payment made on
                  such day pursuant to this Section 2.7(c), and the Company
                  shall have delivered to the Agent a written request or a
                  telephonic request (which shall be promptly confirmed in
                  writing) prior to 10:00 am (Dallas, Texas time) that such
                  remaining collected amounts be invested in cash equivalents
                  specified in such request, the Agent shall invest such funds,
                  to the extent the Agent is reasonably able to do so, in such
                  cash equivalents as are acceptable to, and with no risk to,
                  the Agent on an overnight basis or with maturities such that
                  amounts will be available to pay the Obligations secured
                  thereby as they become due, whether at maturity, by
                  acceleration or otherwise; provided, however, that any loss
                  resulting from such investments shall be charged to and be
                  immediately payable by the Borrowers on demand by the Agent.

                  (d)      Ratable Payments. Each payment of any Advance
         pursuant to this Section 2.7 or any other provision of this Agreement
         shall be made in a manner such that all Advances comprising part of the
         same Borrowing are paid in whole or ratably in part.

                  (e)      Effect of Notice. All notices given pursuant to this
         Section 2.7 shall be irrevocable and binding upon the Borrowers.

         Section 2.8 Breakage Costs. If (a) any payment of principal of any
Eurodollar Rate Advance is made other than on the last day of the Interest
Period for such Advance as a result of any payment pursuant to Section 2.7 or
the acceleration of the maturity of the Advances pursuant to Article VII or
otherwise, (b) any Conversion of a Eurodollar Rate Advance is made other than on
the last day of the Interest Period for such Advance pursuant to Section 2.12 or
otherwise, or (c) the Borrowers fail to make a principal or interest payment
with respect to any Eurodollar Rate

                                       32

<PAGE>

Advance on the date such payment is due and payable, the Borrowers shall, within
10 days of any written demand sent by any Bank to the Company through the Agent,
pay to the Agent for the account of such Bank any amounts (without duplication
of any other amounts payable in respect of breakage costs) required to
compensate such Bank for any additional losses or out-of-pocket costs or
expenses which it may reasonably incur as a result of such payment or
nonpayment, including, without limitation, any loss (including loss of
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by any Bank to fund or maintain
such Advance.

         Section 2.9 Increased Costs.

                  (a)      Eurodollar Rate Advances. If, after the date hereof,
         due to either (i) the introduction of or any change (other than any
         change by way of imposition or increase of reserve requirements
         included in the calculation of the Eurodollar Rate) in or in the
         interpretation of any law or regulation or (ii) the compliance with any
         guideline or request from any central bank or other Governmental
         Authority (whether or not having the force of law), there shall be any
         increase in the cost to any Bank of agreeing to make or making, funding
         or maintaining Eurodollar Rate Advances, then the Borrowers shall from
         time to time, within 30 days of written demand by such Bank (with a
         copy of such demand to the Agent), immediately pay to the Agent for the
         account of such Bank additional amounts (without duplication of any
         other amounts payable in respect of increased costs) sufficient to
         compensate such Bank for such increased cost; provided, however, that,
         before making any such demand, each Bank agrees to use commercially
         reasonable efforts (consistent with its internal policy and legal and
         regulatory restrictions) to designate a different Applicable Lending
         Office if the making of such a designation would avoid the need for, or
         reduce the amount of, such increased cost and would not, in the
         reasonable judgment of such Bank, be otherwise disadvantageous to such
         Bank. In determining such increased costs, each Bank will act
         reasonably and in good faith and will use averaging and attribution
         methods which are reasonable, provided that such Bank's reasonable good
         faith determination (made in a manner generally consistent with the
         Bank's standard practices) of compensation owing under this Section
         2.9(a) shall, absent manifest error, be conclusive and binding for all
         purposes. Each Bank, at the time such Bank demands payment under this
         Section 2.9(a), shall submit to the Company and the Agent a certificate
         (A) as to the amount of such increased cost, (B) detailing the
         calculation of such cost, and (C) certifying that such Bank is
         generally charging such costs to other similarly situated borrowers
         under similar credit facilities; provided that, unless such Bank is
         also demanding compensation generally from other similarly situated
         borrowers of such Bank under similar credit facilities, the Borrowers
         shall not be required to compensate such Bank pursuant to this Section
         2.9(a) for any increased costs.

                  (b)      Capital Adequacy. If any Bank or any Issuing Bank
         determines in good faith that compliance with any law or regulation or
         any guideline or request from any central bank or other Governmental
         Authority (whether or not having the force of law) implemented or
         effective after the date of this Agreement affects or would affect the
         amount of capital required or expected to be maintained by such Bank or
         such Issuing Bank and that the amount of such capital is increased by
         or based upon the existence of such Bank's commitment to lend or such
         Issuing Bank's commitment to issue Letters of

                                       33

<PAGE>

         Credit or any Bank's commitment to risk participate in Letters of
         Credit and other commitments of this type, then, upon 30 days prior
         written notice by such Bank or such Issuing Bank (with a copy of any
         such demand to the Agent), the Borrowers shall pay to the Agent for the
         account of such Bank or to such Issuing Bank, as the case may be, from
         time to time as specified by such Bank or such Issuing Bank, additional
         amounts (without duplication of any other amounts payable in respect of
         increased costs) sufficient to compensate such Bank or such Issuing
         Bank, in light of such circumstances, (i) with respect to such Bank, to
         the extent that such Bank reasonably determines such increase in
         capital to be allocable to the existence of such Bank's commitment to
         lend under this Agreement or its commitment to risk participate in
         Letters of Credit and (ii) with respect to such Issuing Bank, to the
         extent that such Issuing Bank reasonably determines such increase in
         capital to be allocable to the issuance or maintenance of the Letters
         of Credit. In determining such additional amounts, each Bank will act
         reasonably and in good faith and will use averaging and attribution
         methods which are reasonable, provided that such Bank's reasonable good
         faith determination (made in a manner generally consistent with the
         Bank's standard practices) of compensation owing under this Section
         2.9(b) shall, absent manifest error, be conclusive and binding for all
         purposes. Each Bank, at the time such Bank demands payment under this
         Section 2.9(b), shall submit to the Company and the Agent a certificate
         (A) as to the amount of such additional amounts, (B) detailing the
         calculation of such additional amounts, and (C) certifying that such
         Bank is generally charging such additional amounts to other similarly
         situated borrowers under similar credit facilities; provided that,
         unless such Bank is also demanding compensation generally from other
         similarly situated borrowers of such Bank under similar credit
         facilities, the Borrowers shall not be required to compensate such Bank
         pursuant to this Section 2.9(b) for any additional amounts.

                  (c)      Letters of Credit. If, after the date hereof, any
         change in any law or regulation or in the interpretation thereof by any
         court or administrative or Governmental Authority charged with the
         administration thereof shall either (i) impose, modify or deem
         applicable any reserve, special deposit or similar requirement against
         letters of credit issued by, or assets held by, or deposits in or for
         the account of, any Issuing Bank or any Bank or (ii) impose on such
         Issuing Bank or any Bank any other condition regarding the provisions
         of this Agreement relating to the Letters of Credit or any Letter of
         Credit Obligations, and the result of any event referred to in the
         preceding clause (i) or (ii) shall be to increase the cost to such
         Issuing Bank of issuing or maintaining any Letter of Credit, or
         increase the cost to such Bank of its risk participation in any Letter
         of Credit (which increase in cost shall be determined by such Issuing
         Bank's or such Bank's reasonable allocation of the aggregate of such
         cost increases resulting from such event), then, within 30 days of
         written demand by such Issuing Bank or such Bank (with a copy sent to
         the Agent), as the case may be, the Borrowers shall pay to the Agent
         for the account of such Issuing Bank or such Bank, as the case may be,
         from time to time as specified by such Issuing Bank or such Bank,
         additional amounts which shall be sufficient to compensate such Issuing
         Bank or such Bank for such increased cost. Each Issuing Bank and each
         Bank agrees to use commercially reasonable efforts (consistent with
         internal policy and legal and regulatory restrictions) to designate a
         different Applicable Lending Office for the booking of its Letters of
         Credit or risk participations if the making of such designation would
         avoid the effect of this Section 2.9(c) and would

                                       34

<PAGE>

         not, in the reasonable judgment of such Issuing Bank or such Bank, be
         otherwise disadvantageous to such Issuing Bank or such Bank, as the
         case may be. In determining such increased costs, each Bank will act
         reasonably and in good faith and will use averaging and attribution
         methods which are reasonable, provided that such Bank's reasonable good
         faith determination (made in a manner generally consistent with the
         Bank's standard practices) of compensation owing under this Section
         2.9(c) shall, absent manifest error, be conclusive and binding for all
         purposes. Each Bank, at the time such Bank demands payment under this
         Section 2.9(c), shall submit to the Company and the Agent a certificate
         (A) as to the amount of such increased cost, (B) detailing the
         calculation of such cost, and (C) certifying that such Bank is
         generally charging such costs to other similarly situated borrowers
         under similar credit facilities; provided that, unless such Bank is
         also demanding compensation generally from other similarly situated
         borrowers of such Bank under similar credit facilities, the Borrowers
         shall not be required to compensate such Bank pursuant to this Section
         2.9(c) for any increased costs.

         Section 2.10 Payments and Computations.

                  (a)      Payment Procedures. Except if otherwise set forth
         herein, the Borrowers shall make each payment under this Agreement and
         under the Notes not later than 11:00 a.m. (Dallas, Texas time) on the
         day when due in Dollars to the Agent at the location referred to in the
         Notes (or such other location as the Agent shall designate in writing
         to the Company) in same day funds without set-off, counterclaims or
         other deduction. The Agent will promptly thereafter cause to be
         distributed like funds relating to the payment of principal, interest
         or fees ratably (other than amounts payable solely to the Agent, the
         Issuing Banks or a specific Bank pursuant to Section 2.1(b), 2.3(b),
         2.3(c), 2.6(c), 2.8, 2.9, 2.11, 2.12 or 2.13(c) but after taking into
         account payments effected pursuant to Section 9.4) to the Banks in
         accordance with each Bank's Pro Rata Share for the account of their
         respective Applicable Lending Offices, and like funds relating to the
         payment of any other amount payable to any Bank or any Issuing Bank to
         such Bank or such Issuing Bank for the account of its Applicable
         Lending Office, in each case to be applied in accordance with the terms
         of this Agreement.

                  (b)      Computations. All computations of interest or fees
         based on the Base Rate, the Eurodollar Rate or the Federal Funds Rate
         shall be made by the Agent on the basis of a year of 360 days, in each
         case for the actual number of days (including the first day, but
         excluding the last day) occurring in the period for which such interest
         or fees are payable. Each determination by the Agent of an interest
         rate shall be conclusive and binding for all purposes, absent manifest
         error.

                  (c)      Non-Business Day Payments. Whenever any payment shall
         be stated to be due on a day other than a Business Day, such payment
         shall be made on the next succeeding Business Day, and such extension
         of time shall in such case be included in the computation of payment of
         interest or fees, as the case may be; provided, however, that if such
         extension would cause payment of interest on or principal of Eurodollar
         Rate Advances to be made in the next following calendar month, such
         payment shall be made on the next preceding Business Day.

                                       35

<PAGE>

                  (d)      Agent Reliance. Unless the Agent shall have received
         written notice from any Borrower prior to the date on which any payment
         is due to the Banks that the Borrowers will not make such payment in
         full, the Agent may assume that the Borrowers have made such payment in
         full to the Agent on such date and the Agent may, in reliance upon such
         assumption, cause to be distributed to each Bank on such date an amount
         equal to the amount then due to such Bank. If and to the extent the
         Borrowers shall not have so made such payment in full to the Agent,
         each Bank shall repay to the Agent forthwith on demand such amount
         distributed to such Bank, together with interest, for each day from the
         date such amount is distributed to such Bank until the date such Bank
         repays such amount to the Agent, at the Federal Funds Rate for such
         day.

                  (e)      Application of Payments. Unless otherwise specified
         in Section 2.7 hereof, whenever any payment received by the Agent under
         this Agreement is insufficient to pay in full all amounts then due and
         payable under this Agreement and the Notes, such payment shall be
         distributed and applied by the Agent and the Banks in the following
         order: first, to the payment of fees and expenses due and payable to
         the Agent or Wells Fargo under and in connection with this Agreement or
         any other Credit Document; second, to the payment of all expenses due
         and payable under Section 2.11(c), ratably among the Banks in
         accordance with the aggregate amount of such payments owed to each such
         Bank; third, to the payment of fees due and payable to the Issuing
         Banks pursuant to Section 2.3(b); fourth, to the payment of all other
         fees due and payable under Section 2.3 ratably among the Banks in
         accordance with their applicable Commitments; and fifth, to the payment
         of the interest accrued on and the principal amount of all of the
         Advances, Reimbursement Obligations and other Obligations, regardless
         of whether any such amount is then due and payable, ratably among the
         Banks in accordance with the aggregate accrued interest plus the
         aggregate principal amount owed to such Bank.

         Section 2.11 Taxes.

                  (a)      No Deduction for Certain Taxes. Any and all payments
         by the Borrowers shall be made, in accordance with Section 2.10, free
         and clear of and without deduction for any and all present or future
         taxes, levies, imposts, deductions, charges or withholdings, and all
         liabilities with respect thereto, excluding, in the case of each Bank,
         each Issuing Bank and the Agent, taxes imposed on its income, and
         franchise taxes imposed on it, by the jurisdiction under the laws of
         which such Bank, such Issuing Bank or the Agent (as the case may be) is
         organized or any political subdivision of such jurisdiction (all such
         non-excluded taxes, levies, imposts, deductions, charges, withholdings
         and liabilities being hereinafter referred to as "Taxes") and, in the
         case of each Bank and each Issuing Bank, Taxes by the jurisdiction of
         such Bank's Applicable Lending Office or any political subdivision of
         such jurisdiction. If any Borrower shall be required by law to deduct
         any Taxes from or in respect of any sum payable to any Bank, any
         Issuing Bank or the Agent, (i) the sum payable shall be increased as
         may be necessary so that, after making all required deductions
         (including deductions applicable to additional sums payable under this
         Section 2.11), such Bank, such Issuing Bank or the Agent (as the case
         may be) receives an amount equal to the sum it would have received had
         no such deductions been made; provided, however, that if such
         Borrower's obligation

                                       36

<PAGE>

         to deduct or withhold Taxes is caused solely by such Bank's, such
         Issuing Bank's or the Agent's failure to provide the forms described in
         Section 2.11(e) and such Bank, such Issuing Bank or the Agent could
         have provided such forms, no such increase shall be required; (ii) such
         Borrower shall make such deductions; and (iii) such Borrower shall pay
         the full amount deducted to the relevant taxation authority or other
         authority in accordance with applicable law.

                  (b)      Other Taxes. In addition, the Borrowers agree to pay
         any present or future stamp or documentary taxes or any other excise or
         property taxes, charges or similar levies which arise from any payment
         made or from the execution, delivery or registration of, or otherwise
         with respect to, this Agreement, the Notes, or the other Credit
         Documents (hereinafter referred to as "Other Taxes").

                  (c)      Indemnification. In addition, the Borrowers agree to
         indemnify each Bank, each Issuing Bank and the Agent for the full
         amount of Taxes or Other Taxes (including, without limitation, any
         Taxes or Other Taxes imposed by any jurisdiction on amounts payable
         under this Section 2.11) paid by such Bank, such Issuing Bank or the
         Agent (as the case may be) and any liability (including interest and
         expenses) arising therefrom or with respect thereto, whether or not
         such Taxes or Other Taxes were correctly or legally asserted. Each
         payment required to be made by the Borrowers in respect of this
         indemnification shall be made by the Borrowers in respect of this
         indemnification shall be made to the Agent for the benefit of any party
         claiming such indemnification within 30 days from the date the Company
         receives written demand detailing the calculation of such amounts
         therefor from the Agent on behalf of such Bank, such Issuing Bank or
         the Agent. If any Bank, any Issuing Bank or the Agent receives a refund
         in respect of any taxes paid by the Borrowers under this Section
         2.11(c), such Bank, such Issuing Bank or the Agent, as the case may be,
         shall promptly pay to the Borrowers such refund.

                  (d)      Evidence of Tax Payments. The Borrowers will pay
         prior to delinquency all Taxes payable in respect of any payment.
         Within 30 days after the date of any payment of Taxes, the Company will
         furnish to the Agent, at its address referred to in Section 9.2, the
         original or a certified copy of a receipt evidencing payment of such
         Taxes.

                  (e)      Foreign Bank Withholding Exemption. Each Bank and
         each Issuing Bank that is not incorporated under the laws of the U.S.
         or a state thereof (a "Non-U.S. Lender") agrees that it will deliver to
         the Borrowers and the Agent on the date of this Agreement or upon the
         effectiveness of any Assignment and Acceptance (i) two duly completed
         copies of U.S. Internal Revenue Service Form W-8ECI or W-8BEN or, in
         the case of a Non-U.S. Lender claiming exemption from U.S. federal
         withholding tax under Section 871(h) or 881(c) of the Code, with
         respect to payments of "portfolio interest", a statement substantially
         in the form of Exhibit J hereto, appropriately completed, and a Form
         W-8BEN, or other equivalent successor form, as appropriate, certifying
         in each case that such Bank is entitled to receive payments under this
         Agreement and the Notes payable to it, without deduction or withholding
         of any U.S. federal income taxes and (ii) any other governmental forms
         which are necessary or required under an applicable

                                       37

<PAGE>

         tax treaty or otherwise by law to reduce or eliminate any withholding
         tax, which have been reasonably requested by any Borrower. Each Bank
         which delivers to the Borrowers and the Agent a Form W-8ECI or W-8BEN,
         or other equivalent successor form, as appropriate, further undertakes
         to deliver to the Borrowers and the Agent two further copies of such
         form, or successor applicable forms, or other manner of certification,
         as the case may be, on or before the date that any such form expires or
         becomes obsolete or after the occurrence of any event requiring a
         change in the most recent form previously delivered by it to the
         Borrowers and the Agent, and such extensions or renewals thereof as may
         reasonably be requested by any Borrower and the Agent certifying in the
         case of a Form W-8ECI or W-8BEN that such Bank is entitled to receive
         payments under this Agreement without deduction or withholding of any
         U.S. federal income taxes. If an event (including without limitation
         any change in treaty, law or regulation) has occurred prior to the date
         on which any delivery required by the preceding sentence would
         otherwise be required which renders all such forms inapplicable or
         which would prevent any Bank from duly completing and delivering any
         such letter or form with respect to it and such Bank advises such
         Borrower and the Agent that it is not capable of receiving payments
         without any deduction or withholding of U.S. federal income tax, such
         Bank shall not be required to deliver such forms. The Borrowers shall
         withhold tax at the rate and in the manner required by the laws of the
         U.S. with respect to payments made to a Bank failing to timely provide
         the requisite Internal Revenue Service forms.

         Section 2.12 Illegality. If any Bank shall notify the Agent and the
Company that the introduction of or any change in or in the interpretation of
any law or regulation after the date hereof makes it unlawful, or that any
central bank or other Governmental Authority asserts that it is unlawful, for
such Bank or its Eurodollar Lending Office to perform its obligations under this
Agreement to maintain any Eurodollar Rate Advances of such Bank then outstanding
hereunder, then, notwithstanding anything herein to the contrary, the Company
shall, if demanded by such Bank in its notice, no later than 11:00 a.m. (Dallas,
Texas time), (a) if not prohibited by law or regulation to maintain such
Eurodollar Rate Advances for the duration of the Interest Period, on the last
day of the Interest Period for each outstanding Eurodollar Rate Advance of such
Bank or (b) if prohibited by law or regulation to maintain such Eurodollar Rate
Advances for the duration of the Interest Period, on the second Business Day
following its receipt of such notice from such Bank, Convert all Eurodollar Rate
Advances of such Bank then outstanding to Base Rate Advances and pay accrued
interest on the principal amount Converted to the date of such Conversion and
amounts, if any, required to be paid pursuant to Section 2.8 as a result of such
Conversion being made on such date. Each Bank agrees to use commercially
reasonable efforts (consistent with its internal policies and legal and
regulatory restrictions) to designate a different Applicable Lending Office if
the making of such designation would avoid the effect of this Section 2.12 and
would not, in the reasonable judgment of such Bank, be otherwise disadvantageous
to such Bank.

         Section 2.13 Letters of Credit.

                  (a)      Issuance. From time to time from the date of this
         Agreement until three months before the Maturity Date, at the request
         of any Borrower, each Issuing Bank shall, on any Business Day and on
         the terms and conditions hereinafter set forth, issue, increase,
         decrease, amend or extend the expiration date of Letters of Credit for
         the

                                       38

<PAGE>

         account of the Borrowers (for the benefit of a Borrower or for the
         benefit of any of the other Subsidiaries of the Company). No Letter of
         Credit will be issued, increased or extended (i) if such issuance,
         increase or extension would cause the Letter of Credit Exposure to
         exceed the lesser of (a) $125,000,000 or (b) an amount equal to the
         remainder of (1) the lesser of the Borrowing Base or the aggregate
         Commitments minus (2) the aggregate outstanding principal amount of the
         Revolving Advances and Swingline Advances at such time; (ii) unless
         such Letter of Credit has an Expiration Date not later than the earlier
         of (A) one year after the date of issuance thereof or (B) five days
         before the Maturity Date; (iii) unless such Letter of Credit is in form
         and substance acceptable to the respective Issuing Bank in its sole
         discretion; (iv) unless such Letter of Credit is a standby letter of
         credit not supporting the repayment of indebtedness for borrowed money
         of any Person, other than a Letter of Credit issued in substitution of
         any letter of credit outstanding on the Effective Date and listed on
         Schedule 1.1(b); (v) unless the Borrower requesting such Letter of
         Credit has delivered to the respective Issuing Bank a completed and
         executed letter of credit application on such Issuing Bank's standard
         form, which shall contain terms no more restrictive than the terms of
         this Agreement; and (vi) unless such Letter of Credit is governed by
         the Uniform Customs and Practice for Documentary Credits (1993
         Revision), International Chamber of Commerce Publication No. 500
         ("UCP") or any successor to the UCP. If the terms of any letter of
         credit application referred to in the foregoing clause (v) conflicts
         with the terms of this Agreement, the terms of this Agreement shall
         control.

                  (b)      Participations. With respect to each letter of credit
         described on Schedule 1.1(b), the Borrowers, the Agent, the Issuing
         Bank and the Banks agree that such letters of credit shall constitute
         Letters of Credit for all purposes of this Agreement and each Bank
         agrees that it has a participation in the related Letter of Credit
         Exposure equal to such Bank's Pro Rata Share on the Effective Date. On
         the date of the issuance or increase of any Letter of Credit on or
         after the Effective Date, each Issuing Bank shall be deemed to have
         sold to each other Bank and each other Bank shall have been deemed to
         have purchased from such Issuing Bank a participation in the Letter of
         Credit Exposure related to the Letters of Credit issued by such Issuing
         Bank equal to such Bank's Pro Rata Share at such date and such sale and
         purchase shall otherwise be in accordance with the terms of this
         Agreement. Each Issuing Bank shall promptly notify each such
         participant Bank by telex, telephone or telecopy of each Letter of
         Credit of such Issuing Bank issued, increased or decreased, and the
         actual dollar amount of such Bank's participation in such Letter of
         Credit. Each Bank's obligation to purchase participating interests
         pursuant to this Section 2.13(b) and to reimburse the respective
         Issuing Bank for such Bank's Pro Rata Share of any payment under a
         Letter of Credit issued by such Issuing Bank and not reimbursed in full
         by the Borrowers shall be absolute and unconditional and shall not be
         affected by any circumstance, including, without limitation, (i) any of
         the circumstances described in Section 2.13(d) below, (ii) the
         occurrence and continuance of a Default, (iii) an adverse change in the
         financial condition of any Borrower or Guarantor, or (iv) any other
         circumstance, happening or event whatsoever, whether or not similar to
         any of the foregoing, except for any such circumstance, happening or
         event constituting or arising from gross negligence or willful
         misconduct on the part of such Issuing Bank.

                                       39

<PAGE>

                  (c)      Reimbursement. The Borrowers hereby agree to pay on
         demand to each Issuing Bank in respect of each Letter of Credit issued
         by such Issuing Bank an amount equal to any amount paid by such Issuing
         Bank under or in respect of such Letter of Credit. In the event any
         Issuing Bank makes a payment pursuant to a request for draw presented
         under a Letter of Credit and such payment is not promptly reimbursed by
         the Borrowers upon demand, such Issuing Bank shall give notice of such
         payment to the Agent and the Banks, and each Bank shall promptly
         reimburse such Issuing Bank for such Bank's Pro Rata Share of such
         payment, and such reimbursement shall be deemed for all purposes of
         this Agreement to constitute a Base Rate Advance to the Borrower from
         such Bank. If such reimbursement is not made by any Bank to any Issuing
         Bank on the same day on which such Issuing Bank shall have made payment
         on any such draw, such Bank shall pay interest thereon to such Issuing
         Bank at a rate per annum equal to the Federal Funds Rate. The Borrowers
         hereby unconditionally and irrevocably authorize, empower and direct
         the Agent and the Banks to record and otherwise treat each payment
         under a Letter of Credit not immediately reimbursed by the Borrowers as
         a Borrowing comprised of Base Rate Advances to the Borrowers.

                  (d)      Obligations Unconditional. The obligations of the
         Borrowers under this Agreement in respect of each Letter of Credit
         shall be unconditional and irrevocable, and shall be paid strictly in
         accordance with the terms of this Agreement under all circumstances,
         notwithstanding the following circumstances:

                           (i)      any lack of validity or enforceability of
                  any Letter of Credit Documents;

                           (ii)     any amendment or waiver of or any consent to
                  departure from any Letter of Credit Documents;

                           (iii)    the existence of any claim, set-off, defense
                  or other right which any Borrower or any Bank or any other
                  Person may have at any time against any beneficiary or
                  transferee of such Letter of Credit (or any Persons for whom
                  any such beneficiary or any such transferee may be acting),
                  the respective Issuing Bank or any other Person or entity,
                  whether in connection with this Agreement, the transactions
                  contemplated in this Agreement or in any Letter of Credit
                  Documents or any unrelated transaction;

                           (iv)     any statement or any other document
                  presented under such Letter of Credit proving to be forged,
                  fraudulent, invalid or insufficient in any respect or any
                  statement therein being untrue or inaccurate in any respect to
                  the extent the respective Issuing Bank would not be liable
                  therefor pursuant to the following Section 2.13(e);

                           (v)      payment by the respective Issuing Bank under
                  such Letter of Credit against presentation of a draft or
                  certificate which does not comply with the terms of such
                  Letter of Credit; or

                                       40

<PAGE>

                           (vi)     any other circumstance or happening
                  whatsoever, whether or not similar to any of the foregoing;

provided, however, that nothing contained in this Section 2.13(d) shall be
deemed to constitute a waiver of any remedies of any Borrower in connection with
the Letters of Credit.

                  (e)      Liability of Issuing Banks. The Borrowers assume all
         risks of the acts or omissions of any beneficiary or transferee of any
         Letter of Credit with respect to its use of such Letter of Credit. No
         Issuing Bank nor any of its officers or directors shall be liable or
         responsible for:

                           (i)      the use which may be made of any Letter of
                  Credit or any acts or omissions of any beneficiary or
                  transferee in connection therewith;

                           (ii)     the validity, sufficiency or genuineness of
                  documents, or of any endorsement thereon, even if such
                  documents should prove to be in any or all respects invalid,
                  insufficient, fraudulent or forged;

                           (iii)    payment by such Issuing Bank against
                  presentation of documents which do not comply with the terms
                  of a Letter of Credit, including failure of any documents to
                  bear any reference or adequate reference to the relevant
                  Letter of Credit; or

                           (iv)     any other circumstances whatsoever in making
                  or failing to make payment under any Letter of Credit
                  (including such Issuing Bank's own negligence),

                  except that the Borrowers shall have a claim against such
         Issuing Bank, and such Issuing Bank shall be liable to, and shall
         promptly pay to, the Borrowers, to the extent of any direct, as opposed
         to consequential, damages suffered by the Borrowers which the Borrowers
         prove were caused by (A) such Issuing Bank's willful misconduct or
         gross negligence in determining whether documents presented under a
         Letter of Credit comply with the terms of such Letter of Credit or (B)
         such Issuing Bank's willful failure to make lawful payment under any
         Letter of Credit after the presentation to it of a draft and
         certificate strictly complying with the terms and conditions of such
         Letter of Credit. In furtherance and not in limitation of the
         foregoing, any Issuing Bank may accept documents that appear on their
         face to be in order, without responsibility for further investigation,
         regardless of any notice or information to the contrary.

         Section 2.14 Determination of Borrowing Base. The Borrowing Base shall
be determined by the Agent, as follows:

                  (a)      Monthly. On the 25th day of each calendar month the
         Agent shall determine the Borrowing Base upon receipt of a Borrowing
         Base Certificate dated as of the last day of the immediately preceding
         calendar month.

                  (b)      Property Adjustments. Following (i) any sale by any
         Borrower or Guarantor of any Property included in the Borrowing Base
         with a sales value in excess of

                                       41

<PAGE>

         $25,000,000 individually or in the aggregate since the most recent
         month end, (ii) any loss or casualty not covered by insurance resulting
         in destruction of any Property included in the Borrowing Base if the
         loss or casualty exceeds $25,000,000 individually or in the aggregate
         since the most recent month end, or (iii) any permitted purchase by any
         Borrower or Guarantor of any Property which can be included in the
         Borrowing Base with a purchase price in excess of $25,000,000
         individually or in the aggregate since the most recent month end (each
         of such events hereinafter called an "Adjustment Event"), the Company
         shall (in the case of clauses (i) and (ii) above) or may (in the case
         of clause (iii) above) give the Agent notice of such Adjustment Event
         within five Business Days of the closing of such Adjustment Event, and
         the Agent may in its sole reasonable discretion (in the case of clauses
         (i) and (ii) above) or shall (in the case of clause (iii) above)
         further adjust the appropriate Borrowing Base components set forth in
         the most recent month end Borrowing Base Certificate delivered by the
         Company to the Banks to reflect the Adjustment Events occurring since
         the date of such Borrowing Base Certificate.

                  (c)      Notice of Borrowing Base Change. Promptly following
         any date the Borrowing Base is redetermined in accordance with this
         Section 2.14, the Agent shall give notice to the Banks and the Company
         of the new Borrowing Base.

         Section 2.15 Bank Replacement.

                  (a)      Right to Replace. The Company shall have the right to
         replace each Bank affected by a condition under clause (v) of Section
         2.2(c), Section 2.9 or Section 2.12 for more than 90 days or each Bank
         which fails to consent to any extension of the Maturity Date pursuant
         to Section 2.18 (each such Bank, an "Affected Bank") in accordance with
         the procedures in this Section 2.15 and provided that no reduction of
         the total Commitments occurs as a result thereof.

                  (b)      First Right of Refusal; Replacement.

                           (i)      Upon the occurrence of any condition
                  permitting the replacement of a Bank, each Bank which is not
                  an Affected Bank shall have the right, but not the obligation,
                  to elect to increase its respective Commitment by an amount
                  not to exceed the amount of the Commitments of the Affected
                  Banks, which election shall be made by written notice from
                  each such Bank to the Agent and the Company given within 30
                  days after the date such condition occurs specifying the
                  amount of such proposed increase in such Bank's Commitment.

                           (ii)     If the aggregate amount of the proposed
                  increases in Commitments of all such Banks making such an
                  election is in excess of the Commitments of the Affected
                  Banks, (A) the Commitments of the Affected Banks shall be
                  allocated pro rata among such Banks based on the respective
                  amounts of the proposed increases to Commitments elected by
                  each of such Banks, and (B) the respective Commitments of such
                  Banks shall be increased by the respective amounts as so
                  allocated so that, after giving effect to such termination and
                  increases, the

                                       42

<PAGE>

                  aggregate amount of the Commitments of all of the Banks will
                  be the same as prior to such termination.

                           (iii)    If the aggregate amount of the proposed
                  increases in Commitments of all such Banks making such an
                  election equals the Commitments of the Affected Banks, the
                  respective Commitments of such Banks shall be increased by the
                  respective amounts of their proposed increases so that, after
                  giving effect to such termination and increases, the aggregate
                  amount of the Commitments of all of the Banks will be the same
                  as prior to such termination.

                           (iv)     If the aggregate amount of the proposed
                  increases in Commitments of all such Banks making such an
                  election is less than the Commitments of the Affected Banks,
                  (A) the respective Commitments of such Banks shall be
                  increased by the respective amounts of their proposed
                  increases, and (B) the Company shall add additional Banks
                  which are Eligible Assignees to this Agreement to replace such
                  Affected Banks, which additional Banks would have aggregate
                  Commitments no greater than those of the Affected Banks minus
                  the amounts thereof assumed by the other Banks pursuant to
                  such increases.

                  (c)      Procedure. Any assumptions of Commitments pursuant to
         this Section 2.15 shall be made by the purchasing Bank or Eligible
         Assignee and the selling Bank entering into an Assignment and
         Assumption and by following the procedures in Section 9.6 for adding a
         Bank. In connection with the increase of the Commitments of any Bank
         pursuant to the foregoing Section 2.15(b), each Bank with an increased
         Commitment shall purchase from the Affected Banks at par such Bank's
         ratable share of the outstanding Advances of the Affected Banks and
         assume such Bank's ratable share of the Affected Banks' Letter of
         Credit Exposure.

         Section 2.16 Sharing of Payments, Etc. If any Bank shall obtain any
payment (whether voluntary, involuntary, through the exercise of any right of
set-off or otherwise) on account of its Advances or its share of Letter of
Credit Obligations in excess of its Pro Rata Share of payments on account of the
Advances or Letter of Credit Obligations obtained by all the Banks, such Bank
shall notify the Agent and forthwith purchase from the other Banks such
participations in the Advances made by them or Letter of Credit Obligations held
by them as shall be necessary to cause such purchasing Bank to share the excess
payment ratably in accordance with the requirements of this Agreement with each
of them; provided, however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Bank, such purchase from each Bank
shall be rescinded and such Bank shall repay to the purchasing Bank the purchase
price to the extent of such Bank's ratable share (according to the proportion of
(a) the amount of the participation sold by such Bank to the purchasing Bank as
a result of such excess payment to (b) the total amount of such excess payment)
of such recovery, together with an amount equal to such Bank's ratable share
(according to the proportion of (i) the amount of such Bank's required repayment
to the purchasing Bank to (ii) the total amount of all such required repayments
to the purchasing Bank) of any interest or other amount paid or payable by the
purchasing Bank in respect of the total amount so recovered. The Borrowers agree
that any Bank so purchasing a participation from another Bank pursuant to this
Section 2.16 may, to the fullest extent permitted by law, unless and until
rescinded as provided above, exercise all its rights of payment (including

                                       43

<PAGE>

the right of set-off) with respect to such participation as fully as if such
Bank were the direct creditor of the Borrowers in the amount of such
participation.

         Section 2.17 Increase of Commitments. By delivery of an effective
Increase Notice to the Agent (which the Agent shall promptly distribute to the
Banks), the Company may request an increase of the aggregate amount of the
Commitments; provided that (a) the aggregate amount of the Commitments both
before and after giving effect to such requested increase shall not exceed
$275,000,000, (b) no Default or Event of Default shall have occurred and be
continuing or would result therefrom and (c) the Company shall cause to be
delivered to the Agent a commitment (or commitments) from (i) at least one Bank
that commits to lending to the Borrowers more than its then current Commitment
(such Bank to be referred to herein as an "Existing Bank" and such amount of its
commitment above its then current Commitment to be referred to herein as a
"Commitment Supplement") and/or (ii) any other Person (including an Affiliate of
a Bank) that meets the requirements (other than the approval requirement) of
clause (a) or (b) of the definition of "Eligible Assignee" (as defined in
Article I hereof) and that commits to lending to the Borrowers and becoming a
Bank under this Agreement (such Person to be referred to herein as a "New Bank"
and the amount of its commitment to be referred to herein as a "New Commitment")
(each Existing Bank and each New Bank to be referred to herein collectively as
the "Supplementing Banks"). Upon receipt of notice from the Agent to the Banks
and the Company that the Supplementing Banks have agreed to commit to increase
the Commitments by an aggregate amount equal to the Increase Amount (as defined
below) and execution and delivery by the Borrowers, the Agent and the
Supplementing Banks of an Increased Commitment Agreement evidencing such
agreement, then (A) the then current aggregate Commitments shall be increased by
the Increase Amount, (B) the then current Commitment of each Existing Bank shall
be increased by such Existing Bank's Commitment Supplement and (C) each of the
New Banks will be added as a Bank under this Agreement and each such New Bank's
Commitment shall be such New Bank's New Commitment. On the effective date of the
Increased Commitment Agreement, the Borrowers shall request a Revolving Advance
hereunder, which Revolving Advance shall be made by (and only by) the
Supplementing Banks in the appropriate amounts as provided below. The proceeds
of such Revolving Advance shall be utilized by the Borrowers to repay the Banks
that did not agree to increase their Commitments, such Revolving Advance and
repayment to be in amounts sufficient so that, after giving effect to the
Increased Commitment Agreement, the Revolving Advances and the Letter of Credit
Exposure shall be held by the Banks according to their Pro Rata Share of the
Commitments as increased in accordance with the Increased Commitment Agreement.

         Section 2.18 Extensions of the Maturity Date. In the manner set forth
in this Section 2.18, the Company may request that the Maturity Date may be
extended (i) up to two times, in each case, for a period of one year measured
from the Maturity Date then in effect or (ii) once for a period no longer than
two years measured from the Maturity Date in effect as of the Effective Date. If
the Company wishes to request such an extension of the Maturity Date, it shall
give written notice to that effect to the Agent not less than 60 days prior to
the date that is one year prior to the Maturity Date then in effect. If the
Agent approves of the requested extension of the Maturity Date, the Agent shall
promptly notify each Bank of receipt of such request and of the new requested
Maturity Date. Each Bank shall endeavor to respond to such request, whether
affirmatively or negatively (such determination in the sole discretion of such
Bank), by notice to the Company and the Agent within 21 days of receipt of such
request. If (but

                                       44

<PAGE>

only if) all Banks approve of the requested extension of the Maturity Date, the
Maturity Date for all purposes of this Agreement shall be the extended Maturity
Date specified in the notice from the Agent to the Banks that was approved by
all Banks, and the Agent shall give written notice of such extended Maturity
Date to the Company, the Issuing Bank and the Banks.

         Section 2.19 Agreements regarding Subsidiaries.

                  (a)      Domestic Subsidiaries. The Company agrees that it
         shall cause each Domestic Subsidiary that is not a Borrower to
         guarantee the payment and performance of the Obligations pursuant to
         the Guaranty to be executed by such Subsidiary prior to or
         substantially concurrent with the Borrower's execution of this
         Agreement. Contemporaneously with the creation or acquisition of any
         Domestic Subsidiary after the Closing Date that does not become a
         Borrower, the Company shall (i) cause such Domestic Subsidiary to
         guarantee the payment and performance of the Obligations by executing
         and delivering to the Agent an Accession Agreement, (ii) deliver a
         certificate covering the same matters described in clause (iii) of
         Section 3.1(a) with respect to such Domestic Subsidiary and (iii)
         deliver an opinion of Borrowers' counsel with respect thereto covering
         the matters previously opined on with regard to each Guarantor. The
         Company agrees that it shall cause each Domestic Subsidiary that is not
         a Guarantor or does not become a Guarantor pursuant to this Section
         2.19(a) to become a Borrower pursuant to a Borrower Joinder.
         Contemporaneously with the execution and delivery of the Borrower
         Joinder, the Company shall (i) cause such Domestic Subsidiary to
         deliver a certificate covering the same matters described in clause
         (iii) of Section 3.1(a) with respect to such Domestic Subsidiary, (ii)
         deliver an opinion of Company's counsel with respect thereto covering
         the matters previously opined on with regard to each Borrower and (iii)
         cause such Domestic Subsidiary and the other Borrowers to execute
         replacement Revolving Note and Swing Line Note.

                  (b)      Foreign Subsidiaries. The Company agrees that it
         shall, and shall cause each Subsidiary that owns any Capital Stock of a
         Foreign Subsidiary to (the extent not restricted by law), pledge
         two-thirds of all issued and outstanding shares of each class of
         Capital Stock of each Foreign Subsidiary (or, in the event that the
         Company and its Subsidiaries own, in the aggregate, less than
         two-thirds of the issued and outstanding shares of any class of such
         Capital Stock, all of such issued and outstanding shares owned by the
         Company and its Subsidiaries) to the Agent as security for the payment
         and performance of the Obligations, each of which pledges shall be
         pursuant to a pledge and security agreement in form and substance
         satisfactory to the Agent (the "Foreign Stock Pledge Agreements");
         provided, however, that neither the Company nor any of its Subsidiaries
         shall be required to pledge the Capital Stock of Foreign Subsidiaries
         which, in the aggregate, contribute less than 12.5% of the EBITDA of
         the Company and its Subsidiaries on a consolidated basis determined as
         of the most recent Calculation Day based on the Calculation Period then
         ended; provided, further, however, that if, for any subsequent
         Calculation Period, EBITDA of the Foreign Stock Subsidiaries whose
         Capital Stock is not pledged pursuant to this Section 2.19(b) equals
         12.5% or more of the EBITDA of the Company and its Subsidiaries on a
         consolidated basis, the Company and its Subsidiaries shall promptly
         (and in any event within ten Business Days after such determination is
         initially made) execute additional Foreign Stock Pledge Agreements

                                       45

<PAGE>

         which pledge the Capital Stock of additional Foreign Subsidiaries such
         that the EBITDA of the Foreign Stock Subsidiaries whose Capital Stock
         is not pledged is less than 12.5% of the EBITDA of the Company and its
         Subsidiaries on a consolidated basis. Each of such pledges shall
         constitute a perfected, first priority Lien in all such Capital Stock
         of each Foreign Subsidiary. In addition to the foregoing and in
         connection with the Foreign Stock Pledge Agreements, the Company and
         its applicable Subsidiaries shall deliver to the Agent the original
         certificates evidencing all of the Capital Stock so pledged, together
         with stock powers appropriately executed in blank or other instruments
         of transfer in form and substance satisfactory to the Agent.

                                  ARTICLE III

                             CONDITIONS OF LENDING

         Section 3.1 Conditions Precedent to Effectiveness of this Agreement.
This Agreement shall become effective upon the following conditions precedent
having been satisfied or, at the discretion of the Agent and the Banks, waived
by the Agent and the Banks:

                  (a)      Documentation. The Agent shall have received
         counterparts of this Agreement executed by the Borrowers and the Banks,
         and the following duly executed by all the parties thereto, in form and
         substance satisfactory to the Agent, and in sufficient copies for each
         Bank:

                           (i)      the Guaranty and the Foreign Stock Pledge
                  Agreements, if any are required hereunder, together with the
                  original certificates evidencing all of the Capital Stock
                  pledged pursuant to such Foreign Stock Pledge Agreements and
                  stock powers appropriately executed in blank or other
                  instruments of transfer in form and substance satisfactory to
                  the Agent;

                           (ii)     a certificate from the chief executive
                  officer, president or chief financial officer of the Company
                  dated as of the Effective Date stating that as of the
                  Effective Date (A) all representations and warranties of the
                  Borrowers set forth in this Agreement and the other Credit
                  Documents are true and correct in all material respects, (B)
                  no Default has occurred and is continuing, and (C) all of the
                  conditions in this Section 3.1 have been met;

                           (iii)    a certificate of the Secretary or an
                  Assistant Secretary of each Borrower and Guarantor dated as of
                  the date of this Agreement certifying (as of the date of this
                  Agreement) to (A) the names and true signatures of officers of
                  such Borrower and Guarantor authorized to sign the Credit
                  Documents to which such Person is a party, (B) resolutions of
                  the Board of Directors (or other governing body) of such
                  Person with respect to the transactions herein contemplated,
                  (C) copies of the articles or certificate of incorporation and
                  bylaws (or other organizational documents) of such Person, and
                  (D) copies of certificates of existence, good standing and
                  foreign qualification (if applicable) with respect to such
                  Person issued by the appropriate Governmental Authorities of
                  its

                                       46
<PAGE>

                  jurisdiction of incorporation or organization and the
                  jurisdictions in which it has its principal executive offices;

                           (iv)     a favorable opinion of Richard F. Cooper,
                  General Counsel to the Borrowers and Guarantors, dated as of
                  the Effective Date and in substantially the form of Exhibit K,
                  appropriately completed;

                           (v)      the audited Consolidated and unaudited
                  consolidating balance sheet of the Company and its
                  Subsidiaries as at December 31, 2002, and the related
                  Consolidated and consolidating statements of operations,
                  shareholders' equity and cash flows, of the Company and its
                  Subsidiaries for the fiscal year then ended, duly certified by
                  the chief financial officer or treasurer of the Company;

                           (vi)     a Borrowing Base Certificate dated as of
                  August 31, 2003 duly completed and executed by the chief
                  financial officer or treasurer of the Company; and

                           (vii)    such other documents, governmental
                  certificates, agreements and lien searches as the Agent may
                  reasonably request.

                  (b)      Representations and Warranties. The representations
         and warranties contained in Article IV hereof, in Section 7 of the
         Guaranty and in the Foreign Stock Pledge Agreements, if any are
         required hereunder, and the other Credit Documents shall be true and
         correct in all material respects.

                  (c)      Certain Payments. The Borrowers shall have paid the
         fees required to be paid as of the Effective Date pursuant to the
         Agent's Fee Letter.

         Section 3.2 Conditions Precedent for each Borrowing or Letter of
Credit. The obligation of each Bank to fund an Advance on the occasion of each
Borrowing (other than the Conversion or continuation of any existing Borrowing
and other than a Mandatory Revolving Borrowing) and of any Issuing Bank to issue
or increase or extend any Letter of Credit shall be subject to the further
conditions precedent that, on the date of such Borrowing or the issuance or
increase or extension of such Letter of Credit, the following statements shall
be true (and each of the giving of the applicable Notice of Borrowing and the
acceptance by any Borrower of the proceeds of such Borrowing or the issuance or
increase or extension of such Letter of Credit shall constitute a representation
and warranty by the Borrowers that on the date of such Borrowing or the issuance
or increase or extension of such Letter of Credit such statements are true):

                  (a)      the representations and warranties contained in
         Article IV hereof, in Section 7 of the Guaranty and in the Foreign
         Stock Pledge Agreements, if any are required hereunder, and the other
         Credit Documents are correct in all material respects on and as of the
         date of such Borrowing or the issuance or increase or extension of such
         Letter of Credit, before and after giving effect to such Borrowing or
         to the issuance or increase or extension of such Letter of Credit and
         to the application of the proceeds from such Borrowing, as though made
         on and as of such date;

                                       47
<PAGE>

                  (b)      no Default has occurred and is continuing or would
         result from such Borrowing or issuance or increase or extension or from
         the application of the proceeds therefrom; and

                  (c)      no Material Adverse Change shall have occurred.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

         The Company represents and warrants to the Agent and the Banks as
follows, in each case (unless otherwise expressly stated in this Article IV
below) as of the Closing Date, as of the Effective Date, as of the date of each
Borrowing and as of the date of each issuance, renewal, extension or increase of
a Letter of Credit:

         Section 4.1 Corporate Existence; Subsidiaries. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of Delaware and in good standing and qualified to do business in each
jurisdiction where its ownership or lease of property or conduct of its business
requires such qualification and where a failure to be qualified could reasonably
be expected to cause a Material Adverse Change. Each Subsidiary of the Company
is a corporation or a limited liability company duly organized, validly existing
and in good standing under the laws of its jurisdiction of incorporation or
organization and in good standing and qualified to do business in each
jurisdiction where its ownership or lease of property or conduct of its business
requires such qualification and where a failure to be qualified could reasonably
be expected to cause a Material Adverse Change. The Company has no Subsidiaries
on the date of this Agreement other than the Subsidiaries listed on the attached
Schedule 4.1, and Schedule 4.1 lists the jurisdiction of incorporation and the
address of the principal office of each such Subsidiary existing on the date of
this Agreement.

         Section 4.2 Corporate Power. The execution, delivery and performance by
each Borrower and Guarantor of the Credit Documents to which it is a party and
the consummation of the transactions contemplated hereby and thereby (a) are
within such Borrower's and Guarantors' corporate or company (as applicable)
powers, (b) have been duly authorized by all necessary corporate or company (as
applicable) action, (c) do not contravene (i) any Borrower's or Guarantor's
certificate or articles, as the case may be, of incorporation or by-laws or
other organizational documents or (ii) any law or any contractual restriction
binding on or affecting any Borrower or Guarantor, the contravention of which
could reasonably be expected to cause a Material Adverse Change, and (d) will
not result in or require the creation or imposition of any Lien prohibited by
this Agreement. At the time of each Borrowing or the issuance, renewal,
extension or increase of each Letter of Credit, such Borrowing or issuance,
renewal, extension or increase (as applicable) and the use of the proceeds
thereof (A) will be within each Borrower's corporate or company (as applicable)
powers, (B) will have been duly authorized by all necessary corporate or company
(as applicable) action, (C) will not contravene (1) any Borrower's certificate
of incorporation or by-laws or other organizational documents or (2) any law or
any contractual restriction binding on or affecting any Borrower, the
contravention of which could reasonably be expected to cause a Material Adverse
Change, and (D) will not result in or require the creation or imposition of any
Lien prohibited by this Agreement.

                                       48
<PAGE>

         Section 4.3 Authorization and Approvals. No authorization or approval
or other action by, and no notice to or filing with, any Governmental Authority
is required for the due execution, delivery and performance by any Borrower or
Guarantor of the Credit Documents to which it is a party or the consummation of
the transactions contemplated thereby. At the time of each Borrowing or the
issuance, renewal, extension or increase of each Letter of Credit, no
authorization or approval or other action by, and no notice to or filing with,
any Governmental Authority will be required therefor or for the use of the
proceeds thereof.

         Section 4.4 Enforceable Obligations. This Agreement, the Notes and the
other Credit Documents to which each Borrower is a party have been duly executed
and delivered by such Borrower and the Guaranty and the other Credit Documents
to which each Guarantor is a party have been duly executed and delivered by such
Guarantor. Each Credit Document is the legal, valid, and binding obligation of
each Borrower and Guarantor which is a party to it enforceable against each such
Borrower and Guarantor in accordance with its terms, except as such
enforceability may be limited by any applicable bankruptcy, insolvency,
reorganization, moratorium or similar law affecting creditors' rights generally
and by general principles of equity (whether considered in a proceeding at law
or in equity).

         Section 4.5 Financial Statements.

                  (a)      The audited Consolidated and unaudited consolidating
         balance sheet of the Company and its Subsidiaries as at December 31,
         2002, and the related Consolidated and consolidating statements of
         operations, shareholders' equity and cash flows of the Company and its
         Subsidiaries for the fiscal year then ended, and the unaudited
         Consolidated and consolidating balance sheet of the Company and its
         Subsidiaries as at June 30, 2003 and the related Consolidated and
         consolidating statements of operations, shareholders' equity and cash
         flows of the Company and its Subsidiaries for the fiscal quarter then
         ended, copies of which have been furnished to each Bank duly certified
         by the chief financial officer or treasurer of the Company, fairly
         present the financial condition of the Company and its Subsidiaries as
         at such dates and the results of the operations of the Company and its
         Subsidiaries for the year or quarter (as applicable) ended on such
         dates, and such balance sheets and statements were prepared in
         accordance with GAAP.

                  (b)      No Material Adverse Change has occurred.

         Section 4.6 True and Complete Disclosure. No representation, warranty
or other statement made by any Borrower or Guarantor (or on behalf of any
Borrower or Guarantor) in this Agreement or any other Credit Document contains
any untrue statement of a material fact or omits to state any material fact
necessary to make the statements contained therein not misleading in light of
the circumstances in which they were made as of the date of this Agreement.
There is no fact known to any Responsible Officer of any Borrower on the date of
this Agreement and on the Effective Date that has not been disclosed to the
Agent which could reasonably be expected to cause a Material Adverse Change. All
projections, estimates and pro forma financial information furnished by the
Company or on behalf of the Borrowers were prepared on the basis of assumptions,
data, information, tests or conditions believed to be

                                       49
<PAGE>

reasonable at the time such projections, estimates and pro forma financial
information were furnished.

         Section 4.7 Litigation. Except as set forth in the attached Schedule
4.7, there is no pending or, to the best knowledge of the Company, threatened
action or proceeding affecting the Company or any of its Subsidiaries before any
court, Governmental Authority or arbitrator, which could reasonably be expected
to cause a Material Adverse Change or which purports to affect the legality,
validity, binding effect or enforceability of this Agreement, any Note or any
other Credit Document.

         Section 4.8 Use of Proceeds.

                  (a)      Revolving Advances. The proceeds of the Revolving
         Advances have been, and will be, used by the Borrowers (i) to refinance
         existing indebtedness of the Company owed by it under the Existing
         Credit Agreement, (ii) to pay fees and expenses incurred in connection
         with the transactions contemplated by this Agreement and (iii) for
         working capital, general corporate purposes and other lawful purposes
         of the Company and its Subsidiaries.

                  (b)      Swingline Line Advances. The proceeds of the
         Swingline Line Advances will be used by the Borrowers for working
         capital, general corporate purposes and other lawful purposes of the
         Company and its Subsidiaries.

                  (c)      Letter of Credit. The Letters of Credit will be used
         by the Borrowers to support the general corporate purposes of the
         Company and its Subsidiaries.

                  (d)      Regulations. No proceeds of Advances or Letters of
         Credit will be used to purchase or carry any margin stock in violation
         of Regulation T, U or X of the Federal Reserve Board, as the same is
         from time to time in effect, or any official ruling or interpretation
         thereunder or thereof. No Borrower is engaged in the business of
         extending credit for the purpose of purchasing or carrying margin stock
         (within the meaning of Regulation U of the Federal Reserve Board).

         Section 4.9 Investment Company Act. Neither the Company nor any of its
Subsidiaries is an "investment company" or a company "controlled" by an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended.

         Section 4.10 Taxes. Except as set forth on Schedule 4.10(a), all
federal, state, local and foreign tax returns, reports and statements required
to be filed (after giving effect to any extension granted in the time for
filing) by the Company, its Subsidiaries or any member of the Controlled Group
(hereafter collectively called the "Tax Group") have been filed with the
appropriate governmental agencies in all jurisdictions in which such returns,
reports and statements are required to be filed, and where the failure to file
could reasonably be expected to cause a Material Adverse Change, except where
contested in good faith and by appropriate proceedings and where adequate
reserves therefor have been established to the extent required by GAAP; and all
material taxes and other material impositions due and payable have been timely
paid prior to the date on which any material fine, penalty, interest, late
charge or loss may be added thereto for non-payment thereof except where
contested in good faith and by appropriate

                                       50
<PAGE>

proceedings and where adequate reserves therefor have been established to the
extent required by GAAP. Except as set forth on Schedule 4.10(b), neither the
Company nor any other member of the Tax Group has given, or been requested to
give, a waiver of the statute of limitations relating to the payment of any
federal, state, local or foreign taxes or other impositions. None of the
property owned by the Company or any other member of the Tax Group is property
which the Company or any other member of the Tax Group is required to treat as
being owned by any other Person pursuant to the provisions of Section 168(f)(8)
of the Code. Proper and accurate amounts have been withheld by the Company and
all other members of the Tax Group from their employees for all periods to
comply in all material respects with the tax, social security and unemployment
withholding provisions of applicable federal, state, local and foreign law.
Timely payment of all material sales and use taxes required by applicable law
have been made by the Company and all other members of the Tax Group, the
failure to timely pay of which could reasonably be expected to cause a Material
Adverse Change. The amounts shown on all tax returns to be due and payable have
been paid in full or adequate provision therefor is included on the books of the
appropriate member of the Tax Group.

         Section 4.11 Pension Plans. All Plans are in compliance in all material
respects with all applicable provisions of ERISA. No Termination Event has
occurred with respect to any Plan, and each Plan has complied with and been
administered in all material respects in accordance with applicable provisions
of ERISA and the Code. No "accumulated funding deficiency" (as defined in
Section 302 of ERISA) has occurred and there has been no excise tax imposed
under Section 4971 of the Code. To the knowledge of any Responsible Officer of
the Company, no Reportable Event has occurred with respect to any Multiemployer
Plan, and each Multiemployer Plan has complied with and been administered in all
material respects with applicable provisions of ERISA and the Code. To the
knowledge of any Responsible Officer of the Company, neither the Company nor any
other member of the Controlled Group has had a complete or partial withdrawal
from any Multiemployer Plan for which there is any material withdrawal
liability. As of the most recent valuation date applicable thereto, neither the
Company nor any other member of the Controlled Group has received notice that
any Multiemployer Plan is insolvent or in reorganization.

         Section 4.12 Condition of Property; Casualties. The material Properties
used or to be used in the continuing operations of the Company and each of its
Subsidiaries, taken as a whole, are and will continue to be in good repair,
working order and condition, normal wear and tear excepted. Since the latest
quarterly financial statements provided by the Company to the Agent, neither the
business nor the material Properties of the Company and its Subsidiaries, taken
as a whole, has been materially and adversely affected as a result of any fire,
explosion, earthquake, flood, drought, windstorm, accident, strike or other
labor disturbance, embargo, requisition or taking of property or cancellation of
contracts, permits or concessions by a Governmental Authority, riot, activities
of armed forces or acts of God or of any public enemy.

         Section 4.13 Insurance. Except as set forth in the attached Schedule
4.13, the Company and each of its Subsidiaries carry insurance with reputable
insurers in respect of such of their respective Properties, in such amounts and
against such risks as is customarily maintained by other Persons of similar size
engaged in similar businesses, or self-insure to the extent that is customary
for Persons of similar size engaged in similar businesses.

                                       51
<PAGE>

         Section 4.14 No Burdensome Restrictions; No Defaults.

                  (a)      Neither the Company nor any of its Subsidiaries is a
         party to any indenture, loan or credit agreement or any lease or other
         agreement, document or instrument or subject to any charter or
         corporate restriction or provision of applicable law or governmental
         regulation which could reasonably be expected to cause a Material
         Adverse Change. The Borrowers and the Guarantors are not in default
         under or with respect to any contract, agreement, lease or other
         instrument to which any Borrower or Guarantor is a party and which
         could reasonably be expected to cause a Material Adverse Change. As of
         the Effective Date, neither any Borrower nor Guarantor has received any
         notice of default under any material contract, agreement, lease or
         other instrument to which such Borrower or Guarantor is a party which
         is continuing and which, if not cured, could reasonably be expected to
         cause a Material Adverse Change.

                  (b)      No Default has occurred and is continuing.

         Section 4.15 Environmental Condition.

                  (a)      The Company and its Subsidiaries, taken as a whole,
         (i) have obtained all Environmental Permits necessary for the ownership
         and operation of their respective material Properties and the conduct
         of their respective businesses; (ii) have been and are in compliance
         with all terms and conditions of such Environmental Permits and with
         all other material requirements of applicable Environmental Laws of
         which the failure to comply could reasonably be expected to cause a
         Material Adverse Change; (iii) have not received notice of any
         violation or alleged violation of any Environmental Law or
         Environmental Permit, which violation could reasonably be expected to
         cause a Material Adverse Change; and (iv) are not subject to any actual
         or contingent material Environmental Claim, which Environmental Claim
         could reasonably be expected to cause a Material Adverse Change.

                  (b)      None of the present or previously owned or operated
         Property of the Company or of any of its present or former
         Subsidiaries, wherever located, (i) has been placed on or proposed to
         be placed on the National Priorities List, the Comprehensive
         Environmental Response Compensation Liability Information System list,
         or their state or local analogs, or have been otherwise investigated,
         designated, listed or identified as a potential site for removal,
         remediation, cleanup, closure, restoration, reclamation or other
         response activity under any Environmental Laws which could reasonably
         be expected to cause a Material Adverse Change, (ii) is subject to a
         Lien, arising under or in connection with any Environmental Laws, that
         attaches to any revenues or to any Property owned or operated by the
         Company or any of its Subsidiaries, wherever located, which Lien could
         reasonably be expected to cause a Material Adverse Change, or (iii) has
         been the site of any Release of Hazardous Substances or Hazardous
         Wastes from present or past operations which has caused at the site or
         at any third-party site any condition that has resulted in or could
         reasonably be expected to result in the need for a Response that could
         cause a Material Adverse Change.

                                       52

<PAGE>

                  (c)      Without limiting the foregoing, as of the Effective
         Date, the present and, to the best knowledge of any Responsible Officer
         of the Company, future liability, if any, of the Company and its
         Subsidiaries, taken as a whole, which could reasonably be expected to
         arise in connection with requirements under Environmental Laws will not
         result in a Material Adverse Change.

         Section 4.16 Permits, Licenses, Etc. Each of the Company and its
Subsidiaries possesses all certificates of public convenience, authorizations,
permits, licenses, patents, patent rights or licenses, trademarks, trademark
rights, trade names rights and copyrights which are material to the conduct of
its business. Each of the Company and its Subsidiaries manages and operates its
business in accordance with all applicable Legal Requirements which the failure
to so manage or operate could reasonably be expected to cause a Material Adverse
Change.

         Section 4.17 Existing Mortgage Debt. All outstanding Indebtedness
secured by a Lien on real property of any Borrower or Guarantor existing as of
the Effective Date is described on Schedule 6.1, and the amount of such
Indebtedness shown on such Schedule is the aggregate outstanding amount as of
the Effective Date. No "default" or "event of default", however defined, has
occurred and is continuing under any documentation evidencing such Indebtedness
or the Lien securing such Indebtedness.

         Section 4.18 Property and Liens. As of the Effective Date, each of the
Company and its Subsidiaries has good title to or a valid leasehold interest in
its respective Property and none of such Property is subject to any Lien, except
as permitted by Section 6.1.

         Section 4.19 Reportable Transaction. The Borrowers do not intend to
treat the Advances and related transactions as being a "reportable transaction"
(within the meaning of Treasury Regulations Section 1.6011-4). In the event any
Borrower determines to take any action inconsistent with such intention, it will
promptly notify the Agent thereof.

                                   ARTICLE V

                              AFFIRMATIVE COVENANTS

         So long as any Advance or any other Obligation or amount under any
Credit Document shall remain unpaid, any Letter of Credit shall remain
outstanding or any Bank shall have any Commitment, the Borrowers agree, unless
the Majority Banks shall otherwise consent in writing, to comply with each of
the following covenants:

         Section 5.1 Compliance with Laws, Etc. The Company will comply, and
cause each of its Subsidiaries to comply, with all Legal Requirements of which
the failure to comply could reasonably be expected to cause a Material Adverse
Change; provided, however, that this Section 5.1 shall not prevent the Company,
or any of its Subsidiaries from, in good faith and with reasonable diligence,
contesting the validity or application of any such laws or regulations by
appropriate legal proceedings.

         Section 5.2 Insurance. The Company will maintain, and cause each of its
Subsidiaries to maintain, insurance with responsible and reputable insurance
companies or associations in

                                       53

<PAGE>

such amounts and covering such risks as are usually carried by companies engaged
in similar businesses and owning similar properties in the same general areas in
which the Company or such Subsidiary operates, provided that the Company or such
Subsidiary may self-insure to the extent and in the manner normal for similarly
situated companies of like size, type and financial condition that are part of a
group of companies under common control. All policies shall expressly protect or
recognize the Agent's interest (if any) as required by the Agent. Upon request
made by the Agent, the Company shall deliver certificates evidencing such
insurance and copies of the underlying policies as they are available.

         Section 5.3 Preservation of Corporate Existence, Etc. The Company will
preserve and maintain, and cause each of the other Borrowers and the Guarantors
to preserve and maintain, its corporate or company existence, rights, franchises
and privileges in the jurisdiction of its incorporation or organization, and
qualify and remain qualified, and cause each such Borrower and Guarantor to
qualify and remain qualified, as a foreign corporation or organization in each
jurisdiction in which qualification is necessary or desirable in view of its
business and operations or the ownership of its properties, and, in each case,
where failure to qualify or preserve and maintain its existence, rights and
franchises could reasonably be expected to cause a Material Adverse Change or,
in the case of preserving and maintaining the existence of the Guarantors, where
the net worth of such Guarantor would exceed $50,000,000; provided, however,
that (a) nothing contained in this Section 5.3 shall prevent any transaction
permitted by Section 6.4, and (b) the Borrowers shall, in all events, preserve
and maintain the existence of (i) ABF Freight System, Inc. and (ii) all other
Guarantors if, after giving effect to any failure to do so, a Default would
occur or the Company and its Subsidiaries would not be in pro forma compliance
with the covenants set forth in Sections 6.11, 6.12 and 6.13.

         Section 5.4 Payment of Taxes, Etc. The Company will pay and discharge,
and cause each of its Subsidiaries to pay and discharge, before the same shall
become delinquent and which the failure to timely pay or discharge could
reasonably be expected to cause a Material Adverse Change, (a) all taxes,
assessments and governmental charges or levies imposed upon it or upon its
income or profits or Property that are material in amount, prior to the date on
which penalties attach thereto and (b) all lawful claims that are material in
amount which, if unpaid, might by law become a Lien upon its Property; provided,
however, that neither the Company nor any such Subsidiary shall be required to
pay or discharge any such tax, assessment, charge, levy or claim which is being
contested in good faith and by appropriate proceedings, and with respect to
which reserves in conformity with GAAP have been provided.

         Section 5.5 Visitation Rights. At any reasonable time and from time to
time and so long as any visit or inspection will not unreasonably interfere with
the Company's or any of its Subsidiaries operations, upon reasonable notice, the
Company will, and will cause its Subsidiaries to, permit the Agent and any Bank,
and any of its agents or representatives thereof, to examine and make copies of
and abstracts from the records and books of account of, and visit and inspect at
its reasonable discretion the properties of, the Company and any such Subsidiary
and to discuss the affairs, finances and accounts of the Company and any such
Subsidiary with any of their respective officers or directors.

         Section 5.6 Reporting Requirements. The Company will furnish to the
Agent and each Bank:

                                       54

<PAGE>

                  (a)      Quarterly Financials. As soon as available and in any
         event not later than 45 days after the end of each of the first three
         fiscal quarters of each fiscal year of the Company and not later than
         60 days after the end of the fourth fiscal quarter of each fiscal year
         of the Company, the unaudited Consolidated and consolidating balance
         sheets of the Company and its Subsidiaries as of the end of such
         quarter and the related unaudited statements of income, shareholders'
         equity and cash flows of the Company and its Subsidiaries for the
         period commencing at the end of the previous year and ending with the
         end of such quarter, and the corresponding figures as at the end of,
         and for, the corresponding period in the preceding fiscal year, all in
         reasonable detail and duly certified with respect to such statements
         (subject to year-end audit adjustments) by an authorized financial
         officer of the Company as having been prepared in accordance with GAAP,
         together with a Compliance Certificate duly executed by a Responsible
         Officer;

                  (b)      Annual Financials. As soon as available and in any
         event not later than 90 days after the end of each fiscal year of the
         Company, a copy of the annual audit report for such year for the
         Company and its Subsidiaries, including therein audited Consolidated
         balance sheets of the Company and its Consolidated Subsidiaries as of
         the end of such fiscal year and the related Consolidated statements of
         income, shareholders' equity and cash flows of the Company and its
         Consolidated Subsidiaries for such fiscal year, and the corresponding
         figures as at the end of, and for, the preceding fiscal year, in each
         case containing the unqualified certification of Ernst & Young L.L.P.
         or other independent certified public accountants of recognized
         standing acceptable to the Agent and including, if requested by the
         Agent, any management letters delivered by such accountants to the
         Company in connection with such audit together with a certificate of
         such accounting firm to the Banks stating that (i) no Default under
         Section 6.11, 6.12, 6.13 or 6.14 has occurred and is continuing and
         (ii) in the course of the regular audit of the business of the Company
         and its Subsidiaries, which audit was conducted by such accounting firm
         in accordance with generally accepted auditing standards, such
         accounting firm has obtained no knowledge that a Default has occurred
         and is continuing or, if, in the opinion of such accounting firm, any
         Default has occurred and is continuing, a statement as to the nature
         thereof, together with a Compliance Certificate;

                  (c)      Annual Projections. As soon as available and in any
         event not later than 30 days after the end of each fiscal year of the
         Company, the Consolidated annual projections of the Company and its
         Subsidiaries, including, but not limited to, annual projections of
         condensed (consistent with past practices) Consolidated balance sheets
         of the Company and its Subsidiaries and the related condensed
         (consistent with past practices) Consolidated statements of income of
         the Company and its Subsidiaries, for such year in reasonable detail
         and duly certified by an authorized financial officer of the Company as
         the projections presented or to be presented to the Company's Board of
         Directors for their review;

                  (d)      Securities Law Filings. Promptly and in any event
         within 15 days after the sending or filing thereof, copies of all proxy
         material, reports and other information which the Company or any of its
         Subsidiaries sends to or files with the U.S. Securities and Exchange
         Commission or sends to the shareholders of the Company or of any of its
         Subsidiaries;

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<PAGE>

                  (e)      Defaults. As soon as possible and in any event within
         five days after the occurrence of each Default known to a Responsible
         Officer of the Company or any of its Subsidiaries, a statement of an
         authorized financial officer of the Company setting forth the details
         of such Default and the actions which the Company has taken and
         proposes to take with respect thereto;

                  (f)      ERISA Notices. Except as to any matter which could
         not reasonably be expected to cause a Material Adverse Change, as soon
         as possible and in any event (i) within 30 days after the Company or
         any of its Subsidiaries knows or has reason to know that any
         Termination Event described in clause (a) of the definition of
         Termination Event with respect to any Plan has occurred and within 10
         days after the Company or any of its Subsidiaries knows or has reason
         to know that any other Termination Event with respect to any Plan has
         occurred, a statement of the chief financial officer of the Company
         describing such Termination Event and the action, if any, which the
         Company or such Subsidiary proposes to take with respect thereto, (ii)
         within 10 days after receipt thereof by the Company or any of its
         Subsidiaries from the PBGC, copies of each notice received by the
         Company or any such Subsidiary of the PBGC's intention to terminate any
         Plan or to have a trustee appointed to administer any Plan, and (iii)
         within 10 days after receipt thereof by the Company or any of its
         Subsidiaries from a Multiemployer Plan sponsor, a copy of each notice
         received by the Company or any of its Subsidiaries concerning the
         imposition or amount of withdrawal liability pursuant to Section 4202
         of ERISA;

                  (g)      Environmental Notices. Promptly upon the knowledge of
         any Responsible Officer of the Company of receipt thereof by the
         Company or any of its Subsidiaries, a copy of any form of notice,
         summons or citation received from the U.S. Environmental Protection
         Agency, or any other Governmental Authority directly engaged in
         protection of the Environment, concerning (i) material violations or
         alleged violations of Environmental Laws, which seeks to impose
         liability therefor and which, based upon information reasonably
         available to the Company at the time or after such violation, could
         reasonably be expected to cause a Material Adverse Change, (ii) any
         action or omission on the part of the Company or any of its present or
         former Subsidiaries in connection with Hazardous Waste or Hazardous
         Substances which, based upon information reasonably available to the
         Company at the time of such receipt, could reasonably be expected to
         cause a Material Adverse Change, (iii) any notice of potential
         responsibility under CERCLA which could reasonably be expected to cause
         a Material Adverse Change, or (iv) the filing of a Lien other than a
         Permitted Lien upon, against or in connection with the Company, its
         present or former Subsidiaries any of their leased or owned Property,
         wherever located;

                  (h)      Other Governmental Notices or Actions. Promptly and
         in event within five Business Days after receipt thereof by the Company
         or any of its Subsidiaries, and the knowledge of such receipt by a
         Responsible Officer of the Company or any inside counsel of the
         Company, (i) a copy of any notice, summons, citation or proceeding
         seeking to adversely modify in any material respect, revoke or suspend
         any license, permit or other authorization from the U.S. Department of
         Transportation or any other Governmental Authority, which action could
         reasonably be expected to cause a Material

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<PAGE>

         Adverse Change, and (ii) a copy of any revocation or involuntary
         termination of any license, permit or other authorization from the U.S.
         Department of Transportation or any other Governmental Authority, which
         revocation termination could reasonably be expected to cause a Material
         Adverse Change;

                  (i)      Borrowing Base Certificate. On or prior to the 25th
         day of each calendar month, a completed Borrowing Base Certificate
         setting forth the components of the Borrowing Base as of the last day
         of the immediately preceding calendar month;

                  (j)      Other Notices. Promptly following any merger or
         dissolution of any Subsidiary of the Company which is permitted
         hereunder, notice thereof;

                  (k)      Material Litigation. As soon as possible and in any
         event within five days of any Responsible Officer of the Company or any
         of its Subsidiaries having knowledge thereof, notice of any litigation,
         claim or any other event which could reasonably be expected to cause a
         Material Adverse Change; and

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

         Section 5.7 Maintenance of Property. The Company will, and will cause
each of its Subsidiaries to, (a) maintain their material owned, leased or
operated property, equipment, buildings and fixtures, taken as a whole in
substantially the same or better condition and repair as the condition and
repair thereof as of December 31, 2002, normal wear and tear excepted, and (b)
not knowingly or willfully permit the commission of waste or other injury, or
the occurrence of pollution, contamination or any other condition in, on or
about the owned or operated property involving the Environment that could
reasonably be expected to cause a Material Adverse Change.

         Section 5.8 Ownership of ABF. The Company will maintain its ownership
of 100% of the common stock of ABF Freight System, Inc., a Delaware corporation
and wholly-owned Subsidiary of the Company.

         Section 5.9 Further Assurances. The Company shall, and shall cause each
of its Subsidiaries to, execute and deliver pursuant to this Section 5.9 such
further documentation and take such further actions as may be reasonably
requested by the Agent to carry out the provisions and purposes of the Credit
Documents. Without limiting the generality of the foregoing, the Company shall,
and shall cause each of it Subsidiaries (now or hereafter owned) to, at all
times, comply with Section 2.19.

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                                   ARTICLE VI

                               NEGATIVE COVENANTS

         So long as any Advance or any other Obligation or amount under any
Credit Document shall remain unpaid, any Letter of Credit shall remain
outstanding or any Bank shall have any Commitment, the Borrowers agree, unless
the Majority Banks otherwise consent in writing, to comply with each of the
following covenants:

         Section 6.1 Liens, Etc. The Company will not create, assume, incur or
suffer to exist, or permit any of its Subsidiaries to create, assume, incur or
suffer to exist, any Lien on or in respect of any of its Property whether now
owned or hereafter acquired, or assign any right to receive income, except that
the Company or any of its Subsidiaries may create, incur, assume or suffer to
exist Liens:

                  (a)      in favor of the Agent for the benefit of the Banks
         securing the Obligations;

                  (b)      for taxes, assessments or governmental charges or
         levies on Property of any Borrower or Guarantor to the extent not
         required to be paid pursuant to Sections 5.1 and 5.4;

                  (c)      imposed by law, such as landlords', carriers',
         warehousemen's and mechanics' liens and other similar Liens arising in
         the ordinary course of business securing obligations which are not
         overdue for a period of more than 30 days or which are being contested
         in good faith and by appropriate proceedings if adequate reserves with
         respect thereto are maintained on the books of the Company or any of
         its Subsidiaries in accordance with GAAP;

                  (d)      arising in the ordinary course of business out of
         pledges or deposits (i) under workers' compensation laws, unemployment
         insurance, old age pensions or other social security or retirement
         benefits, or similar legislation, bonds or letters of credit or (ii) to
         secure public or statutory obligations of the Company or any of its
         Subsidiaries;

                  (e)      existing on Property acquired by the Company or any
         of its Subsidiaries in the ordinary course of business, each of which
         Liens (i) attached prior to the Company's or such Subsidiary's
         acquisition of such Property, (ii) was not created in contemplation of
         or in connection with such acquisition, and (iii) secures only the
         Indebtedness of the owner of such Property at the time of the
         attachment of such Lien, the aggregate of which Indebtedness at any
         time outstanding secured by all such Liens, when aggregated with all
         other Indebtedness referred to in Section 6.1(k) at any time
         outstanding secured by the Liens referred to therein, shall not exceed
         $40,000,000 at any time outstanding, exclusive of Liens affecting
         Property which secure only Indebtedness which has remained outstanding
         less than 180 days after the date of the acquisition of such Property
         by the Company or any of its Subsidiaries;

                  (f)      securing Indebtedness existing on the Effective Date
         and listed on the attached Schedule 6.1; provided that the Indebtedness
         secured by such Liens shall not be

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<PAGE>

         renewed, refinanced or extended if the amount of such Indebtedness so
         renewed, refinanced or extended is greater than the outstanding amount
         of such Indebtedness on the Closing Date;

                  (g)      constituting easements, rights-of-way, restrictions
         and other similar encumbrances incurred in the ordinary course of
         business and encumbrances consisting of zoning restrictions, easements,
         licenses, restrictions on the use of Property or minor imperfections in
         title thereto which, in the aggregate, are not material in amount, and
         which do not in any case materially detract from the value of the
         Property subject thereto or materially interfere with the ordinary
         conduct of the business of the Company or any of its Subsidiaries;

                  (h)      arising from litigation and which are effectively
         stayed from execution and would not otherwise cause a Default to occur;

                  (i)      on real Property securing surety bonds in an amount
         not to exceed $20,000,000;

                  (j)      constituting purchase money Liens securing purchase
         money Indebtedness (including, without limitation, Capital Leases)
         permitted by Section 6.15(d), provided that (i) any Property subject to
         such purchase money Lien is acquired by the Company or any of its
         Subsidiaries, (ii) such Lien on such Property attaches concurrently
         with or within 120 days after the acquisition of such Property and
         (iii) such Lien shall attach solely to such Property so acquired and
         the proceeds thereof;

                  (k)      permitted by Section 6.15(c) existing on Property
         acquired by the Company or any of its Subsidiaries in connection with
         an Acquisition Expenditure permitted pursuant to Section 6.16, each of
         which Liens (i) attached prior to the Company's or such Subsidiary's
         acquisition of such Property, (ii) was not created in contemplation of
         or in connection with such Person becoming a Subsidiary, and (iii)
         secures only Indebtedness permitted by Section 6.15(c), the aggregate
         of which Indebtedness at any time outstanding secured by all such
         Liens, when aggregated with all other Indebtedness referred to in
         Section 6.1(e) at any time outstanding secured by the Liens referred to
         therein, shall not exceed $40,000,000 at any time outstanding,
         exclusive of Liens affecting Property which secure only Indebtedness
         which has remained outstanding less than 180 days after the date of the
         acquisition of such Property by the Company or any of its Subsidiaries;
         and

                  (l)      on certain Receivables of any Intermodal Subsidiary,
         in favor of any railroad company which secures the obligations of such
         Intermodal Subsidiary to such railroad company in connection with rail
         shipments with such railroad company contracted for by such Intermodal
         Subsidiary for the benefit of the obligors of such Receivables which
         Liens secure only Indebtedness described in this Section 6.1(1), the
         aggregate of which Indebtedness at any time outstanding secured by all
         such Liens shall not exceed $3,000,000.

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<PAGE>

         Section 6.2 Amendment of Material Documents. The Company will not, and
will not permit any of its Subsidiaries to, enter into any amendment of the
Subordinated Debt Documents without the approval of the Majority Banks.

         Section 6.3 Agreements Restricting Distributions From Subsidiaries. The
Company will not, and will not permit any of its Subsidiaries to, enter into any
agreement (other than a Credit Document) which limits any dividends, advances or
other distributions by any of the Subsidiaries of the Company to the Company.

         Section 6.4 Merger or Consolidation; Asset Sales. The Company will not,
and will not permit any of its Subsidiaries to:

                  (a)      merge or consolidate with or into any other Person,
         unless (i) the Company (in the case of any transaction involving the
         Company) or such Subsidiary (unless such Subsidiary is merged into the
         Company or another Subsidiary) is the surviving corporation, and (ii)
         immediately before and after giving effect to any such proposed
         transaction, no Default existed or would exist;

                  (b)      sell, transfer or otherwise dispose of any of the
         Company's or such Subsidiary's Property (unless, in the case of a
         Subsidiary, such assets are sold, leased, transferred or otherwise
         conveyed to another Subsidiary which is a Borrower or a Guarantor)
         except for (i) sales, transfers and dispositions in the ordinary course
         of business (the parties hereto agree that real estate sales and leases
         are in the ordinary course of business of the Company and its
         Subsidiaries so long as they are consistent with past practices
         conducted prior to the Closing Date) for a fair consideration, (ii)
         sales, transfers or dispositions of assets which are obsolete or are no
         longer in use and which are not significant to the continuation of the
         Company's or any of its Subsidiaries business; (iii) sales, transfers
         or dispositions of assets, other than sales, transfer or dispositions
         otherwise permitted by (i) or (ii) above, the Net Cash Proceeds of
         which do not exceed $40,000,000 in the aggregate for all such sales,
         transfers or dispositions of assets during any fiscal year; or (iv)
         sales, transfers or other dispositions of (1) the G.I. Leased
         Properties and/or (2) the Capital Stock or assets and/or liabilities of
         the Subsidiaries identified on Schedule 1.1(c).

         Section 6.5 Restricted Payments. The Company will not, and will not
permit any of its Subsidiaries to, make any Restricted Payment, except that

                  (a)      a wholly-owned Subsidiary of the Company may make a
         Restricted Payment to the Company or another wholly-owned Subsidiary of
         the Company;

                  (b)      provided no Default has occurred and is continuing or
         would result therefrom, the Company may pay cash dividends to its
         shareholders in an aggregate amount not to exceed, during any fiscal
         year, the greater of (i) 25% of the Net Income of the Company and its
         Consolidated Subsidiaries during the fiscal year immediately preceding
         the date of payment of such dividends or (ii) $15,000,000; and

                  (c)      provided (i) no Default has occurred and is
         continuing or would result therefrom, the (ii) Leverage Ratio on a pro
         forma basis, as then most recently determined

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<PAGE>

         based upon the Leverage Ratio calculated as of the most recent
         Calculation Day for the applicable Calculation Period in accordance
         with Section 6.13 but giving effect to each contemplated stock
         repurchase, redemption or other reacquisition and the One-Time
         Dividend, is less than 2.25 to 1.00 and (iii) the Availability after
         giving effect to each contemplated stock repurchase, redemption or
         other reacquisition and One-Time Dividend under this Section 6.5(c) is
         at least $50,000,000, then the Company may (A) repurchase, redeem or
         otherwise reacquire shares of its Capital Stock issued and outstanding
         in an aggregate amount from and after the Closing Date not to exceed
         $100,000,000 and (B) pay the One-Time Dividend after the Closing Date
         of up to $50,000,000; provided, however, in no event shall the
         aggregate amount of purchases, redemptions and reacquisitions pursuant
         to clause (A) above and the One-Time Dividend pursuant to clause (B)
         above exceed $100,000,000.

         Section 6.6 Investments, Loans, Advances. The Company will not, and
will not permit any of its Subsidiaries to, make any loans, advances or capital
contributions to, or make any investment in, or purchase or commit to purchase
any stock or other securities or evidences of indebtedness of or interests in,
any Person, except the following (provided that before and after giving effect
thereto there shall exist no Default):

                  (a)      the purchase of Liquid Investments;

                  (b)      trade and customer accounts receivable which are for
         goods furnished or services rendered in the ordinary course of business
         and are payable in accordance with customary trade terms;

                  (c)      ordinary course of business contributions, loans or
         advances to, or investments in, (i) a direct or indirect Subsidiary of
         the Company or (ii) the Company;

                  (d)      contributions to, or capital investments in a Person
         which, prior to such contribution or investment, is not a Subsidiary
         but which becomes a Subsidiary as a result of such contribution or
         investment, provided that, (i) the Company shall have caused such
         Person to become a Guarantor or Borrower pursuant to Section 2.19(a);

                  (e)      to the extent not prohibited by law, loans and
         advances to officers, directors and employees of the Company and its
         Subsidiaries so long as the aggregate principal amount thereof
         outstanding at any time shall not exceed $2,000,000; and

                  (f)      other capital investments not otherwise permitted by
         this Section 6.6 in any Person which is not, and will not become, a
         Subsidiary of the Company as a result of such capital investment,
         provided that (i) the aggregate amount of such investments outstanding
         at any time shall not exceed $10,000,000; (ii) such Person shall be in
         the same or substantially similar line or lines of business as the
         Company and its Subsidiaries or a line of business directly related to
         providing services of the nature the Company and its Subsidiaries
         provide on the date this Agreement is executed; and (iii) the
         liabilities of such other Person shall be nonrecourse to the Company
         and its Subsidiaries.

         Section 6.7 Affiliate Transactions. Except as expressly permitted
elsewhere in this Agreement, the Company will not, and will not permit any of
its Subsidiaries to, make, directly

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<PAGE>

or indirectly: (a) any transfer, sale, lease, assignment or other disposal of
any Property to any Affiliate of the Company or any purchase or acquisition of
Property from any such Affiliate; or (b) any arrangement or other transaction
directly or indirectly with or for the benefit of any such Affiliate (including
without limitation, guaranties and assumptions of obligations of an Affiliate);
provided, however, that the Company and its Subsidiaries may (i) enter into any
arrangement or other transaction with any such Affiliate providing for the
leasing of property, the rendering or receipt of services or the purchase or
sale of inventory and other assets in the ordinary course of business if the
monetary or business consideration arising therefrom would be substantially as
advantageous to the Company and its Subsidiaries as the monetary or business
consideration which it would obtain in a comparable arm's length transaction
with a Person not such an Affiliate, (ii) guaranty or otherwise assume
obligations of an Affiliate in connection with an Acquisition Expenditure to the
extent permitted under Section 6.16 if the monetary or business consideration
arising therefrom would be substantially as advantageous to the Company and its
Subsidiaries as the monetary or business consideration which it would obtain in
a comparable arm's length transaction with a Person not such an Affiliate, and
(iii) maintain the arrangements listed on the attached Schedule 6.7.

         Section 6.8 Maintenance of Ownership of Subsidiaries. The Company will
not, and will not permit any of its Subsidiaries to, sell or otherwise dispose
of any shares of Capital Stock of any Foreign Subsidiary whose Capital Stock is
pledged to secure the Obligations in accordance with Section 2.19(b) or any
shares of Capital Stock of any Borrower or Guarantor, in each case except as
otherwise permitted by Section 6.4. Upon the sale or disposition of the Capital
Stock of any Guarantor to any Person other than a Borrower or any other
Guarantor, the Agent will, if such sale or disposition is permitted by clause
(b) of Section 6.4 and at the Borrowers' expense, execute and deliver to such
Guarantor such documents as such Guarantor shall reasonably require and take any
other actions reasonably required to evidence or effect the release of such
Guarantor's Guaranty.

         Section 6.9 No Further Negative Pledges. Except as set forth in the
agreements and documentation governing Indebtedness of the Company or any of its
Subsidiaries existing on the Effective Date and described on the attached
Schedule 6.9, or with respect to prohibitions against other encumbrances on
specific Property encumbered to secure payment of particular Indebtedness (which
encumbrances and Indebtedness relate solely to such specific Property, and
improvements and accretions thereto, and are otherwise permitted by this
Agreement), the Company will not, and will not permit any of its Subsidiaries
to, enter into or suffer to exist any agreement (other this Agreement and the
Credit Documents):

                  (a)      prohibiting the creation or assumption of any Lien or
         otherwise affecting its power, authority, right or ability to grant or
         permit any Lien upon the Properties of the Company or any of its
         Subsidiaries, whether now owned or hereafter acquired; or

                  (b)      requiring an obligation to be secured if some other
         obligation is or becomes secured;

provided, however, that the restrictions contained in this Section 6.9 shall not
apply to any agreements governing credit facilities which constitute senior,
unsecured Indebtedness which is permitted by this Agreement to be incurred,
which is publicly placed or sold to institutional

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<PAGE>

investors or which constitutes commercial paper and which is not Indebtedness
consisting of Subordinated Debt, Capital Leases or purchase money Indebtedness.

         Section 6.10 Other Businesses. The Company will not, and will not
permit any of the other Borrowers or Guarantors to, substantially alter the
character of their respective businesses, taken as a whole, from that conducted
as of the Closing Date.

         Section 6.11 Interest Coverage Ratio. The Company will not permit its
ratio, calculated as of each Calculation Day, commencing September 30, 2003 and
continuing thereafter through and including the Maturity Date, for the
Calculation Period then ended, of (a) Adjusted EBITDA for such Calculation
Period to (b) the positive remainder of (i) Consolidated Interest Expense for
such Calculation Period minus (ii) interest income for such Calculation Period,
to be less than 4.5 to 1.0.

         Section 6.12 Net Worth. The Company will not permit its Consolidated
Net Worth, as of each Calculation Day, commencing September 30, 2003 and
continuing thereafter through and including the Maturity Date, to be less than
an amount equal to the sum of (a) $302,141,000, plus (b) 50% of the Cumulative
Net Income (as defined below), plus (c) 50% of the net cash proceeds of any
issuance of equity by the Company after December 31, 2002 (excluding any such
net cash proceeds as a result of the exercise of employee or director stock
options). For purposes of determining the Company's compliance with this Section
6.12, an amount equal to the sum of (i) 75% of the aggregate amount of cash then
previously paid after December 31, 2002 to such Calculation Day to its
shareholders for repurchases, redemptions or other reacquisitions of its Capital
Stock permitted in accordance with Section 6.5(c) and (ii) 75% of the amount of
cash then previously paid in respect of the One-Time Dividend permitted in
accordance with Section 6.5(c), in each case which payments have reduced the
Company's Consolidated Net Worth by the amount of such payments, shall be added
as an adjustment to the Company's Consolidated Net Worth.

         For purposes of this Section 6.12, the following terms shall have the
following meanings:

                  "Cumulative Net Income" means the cumulative Consolidated Net
         Income of the Company and its Subsidiaries for the period from January
         1, 2003 through the applicable Calculation Day (the "subject period"),
         exclusive of (i) any Net Losses (as defined below) during any completed
         fiscal quarter of such subject period and (ii) positive Consolidated
         Net Income of the Company and its Subsidiaries during any completed
         fiscal quarter during the Recovery Period not to exceed, in the
         aggregate, the aggregate amount of the Net Losses excluded pursuant to
         clause (i) preceding.

                  "Net Losses" means, with respect to any fiscal quarter during
         the subject period, the amount by which Consolidated Net Income of the
         Company and its Subsidiaries during such fiscal quarter is negative.

                  "Recovery Period" means, with respect to each fiscal quarter
         during the subject period in which there were Net Losses, the period up
         to four consecutive fiscal quarters which occur during the subject
         period and which immediately succeed the fiscal quarter during which
         such Net Losses occurred. In the case that there have been two or more

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<PAGE>

         different fiscal quarters in which there have been Net Losses during
         the subject period (resulting in two or more different Recovery
         Periods) and positive Consolidated Net Income has occurred within each
         Recovery Period, the positive Consolidated Net Income shall be first
         applied to recovering the Net Losses that occurred first.

         Section 6.13 Maximum Leverage Ratio. The Company will not permit its
Leverage Ratio, calculated as of each Calculation Day, commencing September 30,
2003 and continuing thereafter through and including the Maturity Date, for the
Calculation Period then ended, to be greater than 2.75 to 1.00.

         Section 6.14 Capital Expenditures. The Company may make or permit any
of its Subsidiaries to make or commit to make any Capital Expenditures;
provided, however, if the Company's Senior Debt is not rated either BBB- or
higher by either S&P or Fitch or Baa3 or higher by Moody's, then Capital
Expenditures of the Company and its Subsidiaries may not exceed $100,000,000,
net of any Net Cash Proceeds received from the sale of any capital asset during
such period if such sale is permitted pursuant to Section 6.4, in an aggregate
amount during any fiscal year during which such circumstance has occurred. For
purposes of calculating "Capital Expenditures" pursuant to this Section 6.14,
all Acquisition Expenditures permitted pursuant to Section 6.16 shall be
excluded.

         Section 6.15 Indebtedness. The Company will not incur or permit to
exist, or permit any of its Subsidiaries to incur or permit to exist, any
Indebtedness other than the Obligations and the following:

                  (a)      Indebtedness of the Company to any Subsidiary and of
         any Subsidiary to the Company or another Subsidiary;

                  (b)      Indebtedness outstanding on the Effective Date and
         listed on Schedule 6.15;

                  (c)      Indebtedness assumed by the Company or a Subsidiary
         of the Company of an entity which becomes a Subsidiary after the
         Closing Date pursuant to an acquisition of any entity not prohibited by
         Section 6.16, provided that (i) such Indebtedness existed prior to such
         acquisition and was not created in anticipation thereof and (ii)
         immediately after giving effect to such acquisition, no Default shall
         have occurred and be continuing; provided, however, that such
         Indebtedness referred to in this clause (c) above may not be secured by
         any Property of the Company or any of its Subsidiaries other than the
         Property acquired in connection with such acquisition in which a Lien
         was granted prior to and not in anticipation of such acquisition and,
         in the event that such Indebtedness is so secured, all Liens securing
         such Indebtedness must be released within 180 days after the
         consummation of such acquisition other than Liens securing such
         Indebtedness in an aggregate amount not to exceed $40,000,000 (which
         may continue in existence after such 180 day period);

                  (d)      Subordinated Debt, other unsecured senior
         Indebtedness, Capital Leases, purchase money Indebtedness or
         Indebtedness in respect of commercial paper, in each case incurred
         after the Effective Date (other than Indebtedness permitted pursuant to

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         Sections 6.15(a), 6.15(b) and/or 6.15(c)) (such Indebtedness incurred
         after the Effective Date pursuant to this Section 6.15(d) to be
         referred to collectively herein as "Additional Permitted
         Indebtedness"); provided, however, that:

                           (i)      no Additional Permitted Indebtedness may be
                   incurred at any time if, after giving effect to such
                   incurrence, the aggregate outstanding principal amount of all
                   Additional Permitted Indebtedness (including, without
                   limitation, Additional Permitted Indebtedness previously
                   incurred) would then exceed the Adjusted EBITDA of the
                   Company and its Consolidated Subsidiaries as of the then most
                   recent Calculation Day based upon the Calculation Period then
                   ended;

                           (ii)     no Additional Permitted Indebtedness may be
                   incurred at any time if a Default has then occurred and is
                   continuing or would result from such incurrence;

                           (iii)    none of the financial covenants or similar
                   covenants contained in the agreements, documents and
                   instruments evidencing or governing such Additional Permitted
                   Indebtedness (the "Additional Permitted Indebtedness
                   Documents") may be more restrictive than those contained in
                   this Agreement or any other Credit Document;

                           (iv)     no Additional Permitted Indebtedness
                   Document may be executed by the Company or any of its
                   Subsidiaries, and no Additional Permitted Indebtedness may be
                   incurred thereunder, if (A) the execution, delivery and
                   performance of such Additional Permitted Indebtedness
                   Document conflicts with, or constitutes a violation of, this
                   Agreement or any other Credit Document or (B) the execution,
                   delivery and performance of this Agreement and the other
                   Credit Documents by the Company and its Subsidiaries
                   conflicts with, or constitutes a violation of, such
                   Additional Permitted Indebtedness Document;

                           (v)      except for Capital Leases, commercial paper
                   and Indebtedness included in clause (d) of the definition of
                   Indebtedness, the due date for the payment or prepayment of
                   all principal of the Additional Permitted Indebtedness shall
                   be at least 60 days after the Maturity Date (exclusive of the
                   effect of any acceleration of the maturity thereof upon the
                   occurrence of an event of default thereunder);

                           (vi)     all Additional Permitted Indebtedness must
                   be pari passu or subordinate in right of payment to the
                   Obligations; and

                           (vii)    the aggregate principal amount of Additional
                   Permitted Indebtedness that constitutes purchase money
                   Indebtedness or Capital Leases shall not exceed $30,000,000
                   at any time outstanding.

         Notwithstanding any of the foregoing provisions, if the Company's
Senior Debt is not rated either BBB- or higher by either S&P or Fitch or Baa3 or
higher by Moody's, then the Company shall not, and shall not permit any of its
Subsidiaries to, incur any Additional Permitted Indebtedness without the prior
written consent of the Majority Banks; and

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                  (e)      extensions, renewals and refinancings of any of the
         Indebtedness specified in Sections 6.15(a), 6.15(b), 6.15(c) and/or
         6.15(d) so long as the principal amount of such Indebtedness is not
         thereby increased.

         Section 6.16 Acquisition Expenditures. The Company shall not, and shall
not permit any of its Subsidiaries to, make any Acquisition Expenditure unless
each of the following requirements is satisfied:

                  (a)      such Acquisition Expenditure is made in substantially
         the same or complementary lines of business of the Company and does not
         violate any other provisions of this Agreement;

                  (b)      at the time of such Acquisition Expenditure, no
         Default has occurred and is continuing or would occur upon the
         consummation of such acquisition and the Agent shall have received a
         Compliance Certificate demonstrating pro forma compliance with Sections
         6.11, 6.12, 6.13, 6.14 and 6.15 based on combined pro forma operating
         results of the Person to be acquired and the Company and its
         Subsidiaries, provided, however, the Agent shall also have received, in
         the case of a particular Acquisition Expenditure, or series of related
         Acquisition Expenditures aggregating, in excess of $50,000,000, audited
         financial statements, including, but not limited to, the balance sheet
         and the related statements of income, of the Person to be acquired that
         have been prepared as of a date or for a period ended (as applicable)
         within the 12 month period prior to such Acquisition Expenditure or
         series of related Acquisition Expenditures or, to the extent that such
         audited financial statements are not otherwise available, the Company
         shall either cause such audited financial statements to be prepared or
         cause the EBITDA of the Person to be acquired to be calculated and
         confirmed by independent certified public accountants and deliver such
         calculation and confirmation to the Agent; and

                  (c)      at the time of such Acquisition Expenditure, the
         Company's Senior Debt is rated BBB- or higher by S&P or Fitch or Baa3
         or higher by Moody's. Notwithstanding this clause (c) preceding, if the
         Company's Senior Debt is not rated either BBB- or higher by either S&P
         or Fitch or Baa3 or higher by Moody's, then the Company may make an
         Acquisition Expenditure if (and only if) such Acquisition Expenditure
         is not in excess of $50,000,000 in the aggregate.

                                  ARTICLE VII

                                    REMEDIES

         Section 7.1 Events of Default. The occurrence of any of the following
events shall constitute an "Event of Default" under this Agreement and the other
Credit Documents:

                  (a)      Payment. The Borrowers shall fail to pay any
         principal of any Advance or any Reimbursement Obligation when the same
         becomes due and payable as set forth in this Agreement, or the
         Borrowers shall fail to pay any interest on any Advance or any fee or
         other amount or Obligation payable hereunder or under any other Credit
         Document

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         within five days after due and payable as set forth in this Agreement
         or any other Credit Document;

                  (b)      Representation and Warranties. Any representation or
         warranty made or deemed to be made (i) by any Borrower in this
         Agreement or in any other Credit Document, (ii) by any Borrower (or any
         of its officers) in connection with this Agreement or any other Credit
         Document, or (iii) by any Subsidiary in any Credit Document shall prove
         to have been incorrect in any material respect when made or deemed to
         be made;

                  (c)      Covenant Breaches. (i) The Company shall fail to
         perform or observe any covenant contained in Section 5.3, 5.4 or
         5.6(e), 5.6(f), 5.6(g), 5.6(h) or 5.6(i) or Article VI of this
         Agreement (ii) or the Company, any Subsidiary of the Company or any
         Guarantor shall fail to perform or observe any term or covenant set
         forth in any Credit Document which is not covered by clause (i)
         preceding or any other provision of this Section 7.1, if such failure
         shall remain unremedied for 30 days after the earlier of the date
         written notice of such default shall have been given to the Company by
         the Agent or any Bank or the date a Responsible Officer of the Company
         has actual knowledge of such default;

                  (d)      Cross-Defaults. (i) The Company or any its
         Subsidiaries shall fail to pay any principal of or premium or interest
         on its Indebtedness which is outstanding in a principal amount of at
         least $15,000,000 individually or when aggregated with all such
         Indebtedness of the Company or its Subsidiaries so in default (but
         excluding Indebtedness evidenced by the Notes) when the same becomes
         due and payable (whether by scheduled maturity, required prepayment,
         acceleration, demand or otherwise), and such failure shall continue
         after the applicable grace period, if any, specified in the agreement,
         document or instrument relating to such Indebtedness; (ii) any other
         event shall occur or condition shall exist under any agreement,
         document or instrument relating to Indebtedness which is outstanding in
         a principal amount of at least $15,000,000 individually or when
         aggregated with all such Indebtedness of the Company or its
         Subsidiaries so in default, and shall continue after the applicable
         grace period, if any, specified in such agreement, document or
         instrument, if the effect of such event or condition is to accelerate,
         or to permit the acceleration of, the maturity of such Indebtedness; or
         (iii) any such Indebtedness shall be declared to be due and payable, or
         required to be prepaid (other than by a regularly scheduled required
         prepayment), prior to the stated maturity thereof;

                  (e)      Insolvency. The Company or any of its Subsidiaries
         shall generally not pay its debts as such debts become due, or shall
         admit in writing its inability to pay its debts generally, or shall
         make a general assignment for the benefit of creditors; or any
         proceeding shall be instituted by or against the Company or any of its
         Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or
         seeking liquidation, winding up, reorganization, arrangement,
         adjustment, protection, relief or composition of it or its debts under
         any law relating to bankruptcy, insolvency or reorganization or relief
         of debtors, or seeking the entry of an order for relief or the
         appointment of a receiver, trustee or other similar official for it or
         for any substantial part of its Property and, in the case of

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<PAGE>

         any such proceeding instituted against the Company or any such
         Subsidiary, either such proceeding shall remain undismissed for a
         period of 30 days or any of the actions sought in such proceeding shall
         occur; or the Company or any of its Subsidiaries shall take any
         corporate action to authorize any of the actions set forth above in
         this Section 7.1(e);

                  (f)      Judgments. Any judgment or order for the payment of
         money in excess of $15,000,000 (reduced for purposes of this Section
         7.1(f) by the amount in respect of such judgment or order that a
         reputable insurer has acknowledged is payable under any valid and
         enforceable insurance policy) shall be rendered against the Company or
         any of its Subsidiaries which, within 30 days from the date such
         judgment is entered, shall not have been discharged or execution
         thereof stayed pending appeal;

                  (g)      ERISA. (i) Any Person shall engage in any "prohibited
         transaction" (as defined in Section 406 of ERISA or Section 4975 of the
         Code) involving any Plan, (ii) any "accumulated funding deficiency" (as
         defined in Section 302 of ERISA), whether or not waived, shall exist
         with respect to any Plan, (iii) a Reportable Event shall occur with
         respect to, or proceedings shall commence to have a trustee appointed,
         or a trustee shall be appointed, to administer or to terminate, any
         Plan, which Reportable Event or commencement of proceedings or
         appointment of a trustee is likely to result in the termination of such
         Plan for purposes of Title IV of ERISA, unless such Reportable Event,
         proceedings or appointment are being contested by a Borrower in good
         faith and by appropriate proceedings, (iv) any Plan shall terminate for
         purposes of Title IV of ERISA, (v) the Company or any member of the
         Controlled Group shall incur any liability in connection with a
         withdrawal from a Multiemployer Plan or the insolvency (within the
         meaning of Section 4245 of ERISA) or reorganization (within the meaning
         of Section 4241 of ERISA) of a Multiemployer Plan, unless such
         liability is being contested by a Borrower in good faith and by
         appropriate proceedings, or (vi) any other event or condition shall
         occur or exist, with respect to a Plan; and in each case in clauses (i)
         through (vi) above, such event or condition, together with all other
         such events or conditions, if any, could subject any Borrower or
         Guarantor to any tax, penalty or other liabilities in the aggregate
         exceeding $15,000,000; or

                  (h)      Guaranty. Any provision of the Guaranty requiring the
         payment of the Guaranteed Obligations (as defined in the Guaranty)
         shall for any reason cease to be valid and binding on any Guarantor or
         any Guarantor shall so state in writing.

         Section 7.2 Optional Acceleration of Maturity. If any Event of Default
(other than an Event of Default pursuant to Section 7.1(e)) shall have occurred
and be continuing, then, and in any such event,

                  (a)      the Agent (i) shall at the request, or may with the
         consent, of the Majority Banks, by notice to the Company and the
         Borrowers, declare the obligation of each Bank to make Advances and the
         obligation of each Issuing Bank to issue, increase or extend Letters of
         Credit to be terminated, whereupon the same shall forthwith terminate,
         and (ii) shall at the request, or may with the consent, of the Majority
         Banks, by notice to the Company and the Borrowers, declare the
         Advances, all interest thereon, the Letter of Credit Obligations and
         all other amounts and Obligations payable under this Agreement

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<PAGE>

         or any other Credit Document to be forthwith due and payable, whereupon
         the Advances, all such interest, all such Letter of Credit Obligations
         and all such amounts and Obligations shall become and be forthwith due
         and payable in full, without presentment, demand, protest or any notice
         of any kind (including, without limitation, any notice of intent to
         accelerate or notice of acceleration), all of which are hereby
         expressly waived by the Borrowers, and

                  (b)      the Borrowers shall, on demand of the Agent at the
         request or with the consent of the Majority Banks, deposit with the
         Agent into the Cash Collateral Account an amount of cash equal to the
         Letter of Credit Exposure as security for the Obligations to the extent
         the Letter of Credit Obligations are not otherwise paid at such time.

         Section 7.3 Automatic Acceleration of Maturity. If any Event of Default
pursuant to Section 7.1(e) shall occur:

                  (a)      the obligation of each Bank to make Advances and the
         obligation of each Issuing Bank to issue, increase or extend Letters of
         Credit shall immediately and automatically be terminated and the
         Advances, all interest thereon, all Letter of Credit Obligations and
         all other amounts and Obligations payable under this Agreement or any
         other Credit Document shall immediately and automatically become and be
         due and payable in full, without presentment, demand, protest or any
         notice of any kind (including, without limitation, any notice of intent
         to accelerate or notice of acceleration), all of which are hereby
         expressly waived by the Borrowers; and

                  (b)      to the extent permitted by law or court order, the
         Borrowers shall deposit with the Agent into the Cash Collateral Account
         an amount of cash equal to the outstanding Letter of Credit Exposure as
         security for the Obligations to the extent the Letter of Credit
         Obligations are not otherwise paid at such time.

         Section 7.4 Cash Collateral Account.

                  (a)      Pledge. The Borrowers hereby pledge, and grant to the
         Agent for the benefit of the Banks a Lien and security interest in, all
         funds held in the Cash Collateral Account from time to time and all
         proceeds thereof, as security for the payment of the Obligations,
         including without limitation all Letter of Credit Obligations owing to
         any Issuing Bank or any other Bank due and to become due from the
         Borrowers to any Issuing Bank or any other Bank under this Agreement in
         connection with the Letters of Credit.

                  (b)      Application against Letter of Credit Obligations. The
         Agent may, at any time or from time to time, apply funds then held in
         the Cash Collateral Account to the payment of any Letter of Credit
         Obligations owing to any Issuing Bank, in such order as the Agent may
         elect, as shall have become or shall become due and payable by the
         Borrowers to any Issuing Bank under this Agreement in connection with
         the Letters of Credit.

                  (c)      Duty of Care. The Agent shall exercise reasonable
         care in the custody and preservation of any funds held in the Cash
         Collateral Account and shall be deemed to

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         have exercised such care if such funds are accorded treatment
         substantially equivalent to that which the Agent accords its own
         property, it being understood that the Agent shall not have any
         responsibility for taking any necessary steps to preserve rights
         against any parties with respect to any such funds.

         Section 7.5 Non-exclusivity of Remedies. No remedy conferred upon the
Agent or the Banks is intended to be exclusive of any other remedy, and each
remedy shall be cumulative of all other remedies existing by contract, at law,
in equity, by statute or otherwise.

         Section 7.6 Right of Set-off. Upon (a) the occurrence and during the
continuance of any Event of Default and (b) the making of the request or the
granting of the consent, if any, specified by Section 7.2 to authorize the Agent
to declare the Advances or any other amount or Obligation payable hereunder or
under the other Credit Documents due and payable pursuant to the provisions of
Section 7.2 or the automatic acceleration of the Advances or any such other
amounts or Obligations pursuant to Section 7.3, each Bank is hereby authorized
at any time and from time to time, to the fullest extent permitted by law, to
set off and apply any and all deposits (general or special, time or demand,
provisional or final, but specifically excluding any trust or custodial accounts
for which any Bank is the trustee or other fiduciary) at any time held and other
indebtedness at any time owing by such Bank to or for the credit or the account
of any Borrower against any and all of the indebtedness, liabilities or
obligations of the Borrowers now or hereafter existing under this Agreement, the
Note held by such Bank and the other Credit Documents, irrespective of whether
or not such Bank shall have made any demand under this Agreement, such Note or
such other Credit Documents, and although such obligations may be unmatured.
Each Bank agrees to promptly notify the Borrowers after any such set-off and
application made by such Bank, provided that the failure to give such notice
shall not affect the validity of such set-off and application. The rights of
each Bank under this Section 7.6 are in addition to any other rights and
remedies (including, without limitation, other rights of set-off) which such
Bank may have.

                                  ARTICLE VIII

                       AGENCY AND ISSUING BANK PROVISIONS

         Section 8.1 Authorization and Action. Each Bank hereby appoints and
authorizes the Agent to take such action as administrative agent under this
Agreement and the other Credit Documents on behalf of such Bank and to exercise
such powers under this Agreement and the other Credit Documents as are delegated
to the Agent by the terms hereof and of the other Credit Documents, together
with such powers as are reasonably incidental thereto. As to any matters not
expressly provided for by this Agreement or any other Credit Document
(including, without limitation, enforcement or collection of the Notes), the
Agent shall not be required to exercise any discretion or take any action, but
shall be required to act or to refrain from acting (and shall be fully protected
in so acting or refraining from acting) upon the instructions of the Majority
Banks, and such instructions shall be binding upon all Banks and all holders of
Notes; provided, however, that the Agent shall not be required to take any
action which exposes the Agent to personal liability or which is contrary to
this Agreement, any other Credit Document or applicable law.

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         Section 8.2 Agent's Reliance, Etc. Neither the Agent nor any of its
directors, officers, agents or employees shall be liable for any action taken or
omitted to be taken (including the Agent's own negligence) by it or them under
or in connection with this Agreement or the other Credit Documents, except for
its or their own gross negligence or willful misconduct. Without limitation of
the generality of the foregoing, the Agent: (a) may treat the payee of any Note
as the holder thereof until the Agent receives written notice of the assignment
or transfer thereof signed by such payee and in form satisfactory to the Agent;
(b) may consult with legal counsel (including counsel to the Company),
independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts; (c) makes no
warranty or representation to any Bank and shall not be responsible to any Bank
for any statements, warranties or representations made in or in connection with
this Agreement or the other Credit Documents; (d) shall not have any duty to
ascertain or to inquire as to the performance or observance of any of the terms,
covenants or conditions of this Agreement or any other Credit Document on the
part of the Company or its Subsidiaries or to inspect the property (including
the books and records) of the Company or its Subsidiaries; (e) shall not be
responsible to any Bank for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any other
Credit Document; and (f) shall incur no liability under or in respect of this
Agreement or any other Credit Document by acting upon any notice, consent,
certificate or other instrument or writing (which may be by telecopier,
telegram, cable or telex) believed by it to be genuine and signed or sent by the
proper party or parties.

         Section 8.3 The Agent and Its Affiliates. With respect to its
Commitment, the Advances made by it and the Notes issued to it, the Agent shall
have the same rights and powers under this Agreement as any other Bank and may
exercise the same as though it were not the Agent. The term "Bank" or "Banks"
shall, unless otherwise expressly indicated, include the Agent in its individual
capacity. The Agent and its Affiliates may accept deposits from, lend money to,
act as trustee under indentures of, and generally engage in any kind of business
with, the Company or any of its Subsidiaries, and any Person who may do business
with or own securities of the Company or any such Subsidiary, all as if the
Agent were not an agent hereunder and without any duty to account therefor to
the Banks.

         Section 8.4 Bank Credit Decision. Each Bank acknowledges that it has,
independently and without reliance upon the Agent or any other Bank and based on
the financial statements referred to in Section 4.5 and such other documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Bank also acknowledges that it will,
independently and without reliance upon the Agent or any other Bank and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement.

         Section 8.5 Indemnification. The Banks severally agree to indemnify the
Agent and each Issuing Bank (to the extent not reimbursed by the Borrowers),
according to their respective Pro Rata Shares from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever which may be
imposed on, incurred by or asserted against the Agent or such Issuing Bank in
any way relating to or arising out of this Agreement or any other Credit
Document or any action taken or omitted by the Agent or such Issuing Bank under
this Agreement or any other Credit

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Document (INCLUDING THE AGENT'S OR SUCH ISSUING BANK'S OWN NEGLIGENCE), provided
that no Bank shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the Agent's and such Issuing Bank's gross
negligence or willful misconduct. Without limitation of the foregoing, each Bank
agrees to reimburse the Agent promptly upon demand for its ratable share of any
out-of-pocket expenses (including counsel fees) incurred by the Agent in
connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement or any other Credit Document, to the
extent that the Agent is not reimbursed for such expenses by the Borrowers.

         Section 8.6 Successor Agent and Issuing Banks. The Agent or any Issuing
Bank may resign at any time by giving written notice thereof to the Banks and
the Company and may be removed at any time with or without cause by the Majority
Banks upon receipt of written notice from the Majority Banks to such effect.
Upon receipt of notice of any such resignation or removal, the Majority Banks
shall have the right to appoint a successor Agent or Issuing Bank with, if an
Event of Default has not occurred and is not continuing, the consent of the
Company, which consent shall not be unreasonably withheld. If no successor Agent
or Issuing Bank shall have been so appointed, and shall have accepted such
appointment, within 30 days after the retiring Agent's or Issuing Bank's giving
of notice of resignation or the Majority Banks' removal of the retiring Agent or
Issuing Bank, then the retiring Agent or Issuing Bank may, on behalf of the
Banks and the Company, appoint a successor Agent or Issuing Bank, which shall be
a commercial bank meeting the financial requirements of an Eligible Assignee
and, in the case of an Issuing Bank, a Bank. Upon the acceptance of any
appointment as Agent or Issuing Bank by a successor Agent or Issuing Bank, such
successor Agent or Issuing Bank shall thereupon succeed to and become vested
with all the rights, powers, privileges and duties of the retiring Agent or
Issuing Bank, and the retiring Agent or Issuing Bank shall be discharged from
its duties and obligations under this Agreement and the other Credit Documents,
except that the retiring Issuing Bank shall remain an Issuing Bank with respect
to any Letters of Credit issued by such Issuing Bank and outstanding on the
effective date of its resignation or removal and the provisions affecting such
Issuing Bank with respect to such Letters of Credit shall inure to the benefit
of the retiring Issuing Bank until the termination of all such Letters of
Credit. After any retiring Agent's or Issuing Bank's resignation or removal
hereunder as Agent or Issuing Bank, the provisions of this Article VIII shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Agent or Issuing Bank under this Agreement and the other Credit
Documents.

         Section 8.7 Co-Syndication Agents. The Co-Syndication Agents shall not
have any duties, obligations or liabilities in their capacities as
Co-Syndication Agents.

         Section 8.8 Co-Documentation Agents. The Co-Documentation Agents shall
not have any duties, obligations or liabilities in its capacities as
Documentation Agent.

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                                   ARTICLE IX

                                  MISCELLANEOUS

         Section 9.1 Amendments, Etc. No amendment or waiver of any provision of
this Agreement, the Notes or any other Credit Document, nor consent to any
departure by the Company or any of its Subsidiaries therefrom, shall in any
event be effective unless the same shall be in writing and signed by the
Majority Banks (or, if specifically provided for in any Credit Document, the
Agent with the consent of the Majority Banks) and the Borrowers, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no amendment shall
increase the Commitment of any Bank without the written consent of such Bank,
and no amendment, waiver or consent shall, unless in writing and signed by all
the Banks, do any of the following: (a) increase the aggregate Commitments of
the Banks, except as permitted by Section 2.17, (b) reduce the principal of, or
interest on, the Advances or any fees or other amounts or Obligations payable
hereunder or under any other Credit Document, (c) postpone any date fixed for
any payment of principal of, or interest on, the Advances or any fees or other
amounts or Obligations payable hereunder or under any other Credit Document, (d)
amend Section 2.16 or this Section 9.1, (e) release any Guarantor from its
obligations under the Guaranty, other than the release of any Guarantor's
obligations under the Guaranty in accordance with Section 6.8, or (f) amend the
definition of "Majority Banks"; and provided, further, that (i) no amendment,
waiver or consent shall, unless in writing and signed by the Agent or any
Issuing Bank in addition to the Banks required above to take such action, affect
the rights or duties of the Agent or such Issuing Bank, as the case may be,
under this Agreement or any other Credit Document, and (ii) no waiver or consent
to departure from any of the conditions specified in Section 3.1 or 3.2 shall be
effective unless in writing and signed by the Majority Banks and the Agent.

         Section 9.2 Notices, Etc. All notices and other communications shall be
in writing (including telecopy or telex) and mailed, telecopied, telexed, hand
delivered or delivered by a nationally recognized overnight courier, if to the
Borrowers, at the address of the Company (and in case of the Company) at 3801
Old Greenwood Road, Fort Smith, Arkansas 72903, Attention: Chief Financial
Officer, with a copy to the General Counsel (telecopy: (501) 785-6124;
telephone: (501) 785-6000); if to any Bank at its address for notices specified
opposite its name on Schedule 9.2; if to the Agent or to Wells Fargo in its
capacity as Agent or as an Issuing Bank, at its address at 1445 Ross Avenue,
23rd Floor, Dallas, Texas 75201, Attention: Preston L. Massey, Vice President
(telecopy: (214) 969-0371; telephone: (214) 661-1221); and if a Notice of
Borrowing or a Notice of Conversion or Continuation to the Agent, at the address
for notices for the Agent specified opposite its name on Schedule 9.2 or, as to
each party, at such other address or teletransmission number as shall be
designated by such party in a written notice to the other parties. All such
notices and communications shall, when mailed, telecopied, telexed or hand
delivered or delivered by overnight courier, be effective three days after
deposited in the mails, when telecopy transmission is completed, when confirmed
by telex answer-back or when delivered, respectively, except that notices and
communications to the Agent pursuant to Article II or VIII shall not be
effective until received by the Agent.

         Section 9.3 No Waiver; Remedies. No failure on the part of any Bank,
the Agent or any Issuing Bank to exercise, and no delay in exercising, any right
or remedy hereunder or under

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any Note shall operate as a waiver thereof; nor shall any single or partial
exercise of any such right or remedy preclude any other or further exercise
thereof or the exercise of any other right or remedy. The rights and remedies
provided in this Agreement and the other Credit Documents are cumulative and not
exclusive of any rights or remedies provided by law.

         Section 9.4 Costs and Expenses. The Borrowers agree to pay on demand
all reasonable out-of-pocket costs and expenses of the Agent in connection with
the preparation, execution, delivery, administration, modification, amendment
and enforcement of this Agreement, the Notes and the other Credit Documents,
including, without limitation, (a) the fees set forth in the Agent's Fee Letter,
and (b) all reasonable out-of-pocket costs and expenses, if any, of the Agent,
each Issuing Bank and each Bank (including, without limitation, reasonable
counsel fees and expenses of the Agent, such Issuing Bank and each Bank) in
connection with the enforcement (whether through negotiations, legal proceedings
or otherwise) of this Agreement and the other Credit Documents after a Default
or an Event of Default has occurred and is continuing, and (c) to the extent not
included in the foregoing, the costs of any Uniform Commercial Code financing
statement or continuation statement, and any related Uniform Commercial Code
search conducted subsequent to such recordation.

         Section 9.5 Binding Effect. This Agreement shall become effective when
it shall have been executed by the Borrower and the Agent, and when the Agent
shall have, as to each Bank, received a counterpart hereof executed by such
Bank, except that the Borrowers shall not have the right to assign their
respective rights or delegate their respective duties under this Agreement or
any interest in this Agreement without the prior written consent of each Bank.

         Section 9.6 Bank Assignments and Participations.

                  (a)      Assignments. Any Bank may assign to one or more banks
         or other entities all or any portion of its rights and obligations
         under this Agreement and the other Credit Documents (including, without
         limitation, all or a portion of its Commitment, the Advances owing to
         it, the Notes held by it and the participation interest in the Letter
         of Credit Obligations held by it); provided, however, that (i) each
         such assignment shall be of a constant, and not a varying, percentage
         of all of such Bank's rights and obligations under this Agreement and
         the other Credit Documents and shall involve a ratable assignment of
         such Bank's Commitment and such Bank's Revolving Advances, (ii) the
         amount of the resulting Commitment and Revolving Advances of the
         assigning Bank (unless it is assigning all its Commitment) and the
         assignee Bank pursuant to each such assignment (determined as of the
         date of the Assignment and Acceptance with respect to such assignment)
         shall in no event be less than $5,000,000 and shall be an integral
         multiple of $1,000,000, (iii) each such assignment shall be to an
         Eligible Assignee, (iv) the parties to each such assignment shall
         execute and deliver to the Agent, for its acceptance and recording in
         the Register, an Assignment and Acceptance, together with the Revolving
         Note subject to such assignment, and (v) each Eligible Assignee (other
         than the Eligible Assignee of the Agent or an Eligible Assignee which
         is an Affiliate of the assigning Bank) shall pay to the Agent a $3,000
         administrative fee. Upon such execution, delivery, acceptance and
         recording, from and after the effective date specified in each
         Assignment and Acceptance, which effective date shall be at least three
         Business Days after the execution thereof unless otherwise agreed by
         the parties to such

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<PAGE>

         Assignment and Acceptance and the Agent, (a) the assignee thereunder
         shall be a party hereto for all purposes and, to the extent that rights
         and obligations hereunder have been assigned to it pursuant to such
         Assignment and Acceptance, have the rights and obligations of a Bank
         hereunder and (b) such Bank thereunder shall, to the extent that rights
         and obligations hereunder have been assigned by it pursuant to such
         Assignment and Acceptance, relinquish its rights and be released from
         its obligations under this Agreement (and, in the case of an Assignment
         and Acceptance covering all or the remaining portion of such Bank's
         rights and obligations under this Agreement, such Bank shall cease to
         be a party hereto). Notwithstanding anything herein to the contrary,
         any Bank may assign, as collateral or otherwise, any of its rights
         under the Credit Documents to any Federal Reserve Bank.

                  (b)      Term of Assignments. By executing and delivering an
         Assignment and Acceptance, the Bank thereunder and the assignee
         thereunder confirm to and agree with each other and the other parties
         hereto as follows: (i) other than as provided in such Assignment and
         Acceptance, such Bank makes no representation or warranty and assumes
         no responsibility with respect to any statements, warranties or
         representations made in or in connection with this Agreement or any
         other Credit Document or the execution, legality, validity,
         enforceability, genuineness, sufficiency or value of this Agreement or
         any other Credit Document or any other instrument or document furnished
         pursuant hereto; (ii) such Bank makes no representation or warranty and
         assumes no responsibility with respect to the financial condition of
         the Company or its Subsidiaries or the Guarantors or the performance or
         observance by any Borrower or Guarantors of any of its respective
         obligations under this Agreement or any other Credit Document or any
         other instrument or document furnished pursuant hereto; (iii) such
         assignee confirms that it has received a copy of this Agreement,
         together with copies of the financial statements referred to in Section
         4.5 and such other documents and information as it has deemed
         appropriate to make its own credit analysis and decision to enter into
         such Assignment and Acceptance; (iv) such assignee will, independently
         and without reliance upon the Agent, such Bank 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 decisions in taking or not
         taking action under this Agreement; (v) such assignee appoints and
         authorizes the Agent to take such action as agent on its behalf and to
         exercise such powers under this Agreement and the other Credit
         Documents as are delegated to the Agent by the terms hereof or thereof,
         together with such powers as are reasonably incidental thereto; and
         (vi) such assignee agrees that it will perform in accordance with their
         terms all of the obligations which by the terms of this Agreement are
         required to be performed by it as a Bank.

                  (c)      The Register. The Agent shall maintain at its address
         referred to in Section 9.2 a copy of each Assignment and Acceptance
         delivered to and accepted by it and a register for the recordation of
         the names and addresses of the Banks and the Commitments of, and
         principal amount of the Advances owing to, each Bank from time to time
         (the "Register"). The entries in the Register shall be conclusive and
         binding for all purposes, absent manifest error, and the Borrowers, the
         Agent, the Issuing Banks and the Banks may treat each Person whose name
         is recorded in the Register as a Bank hereunder for all purposes of
         this Agreement. The Register shall be available for

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<PAGE>

         inspection by the Borrowers or any Bank at any reasonable time and from
         time to time upon reasonable prior notice.

                  (d)      Procedures. Upon its receipt of an Assignment and
         Acceptance executed by a Bank and an Eligible Assignee, together with
         the Revolving Note or, in the case of an assignment to another Bank,
         Revolving Notes subject to such assignment, the Agent shall, if such
         Assignment and Acceptance has been completed and is in substantially
         the form of the attached Exhibit A, (i) accept such Assignment and
         Acceptance, (ii) record the information contained therein in the
         Register, and (iii) give prompt notice thereof to the Company. Within
         five Business Days after its receipt of such notice, the Borrowers, at
         their own expense, shall execute and deliver to the Agent in exchange
         for such Note or Notes, a new Revolving Note payable to the order of
         such Eligible Assignee in amount equal to the Commitment assumed by it
         pursuant to such Assignment and Acceptance, and if the assigning Bank
         has retained any Commitment hereunder, a new Revolving Note payable to
         the order of such Bank in an amount equal to, respectively, the
         Commitment retained by it hereunder. Such new Notes shall be dated the
         effective date of such Assignment and Acceptance and shall otherwise be
         in substantially the form of the attached Exhibit H.

                  (e)      Participations. Each Bank may sell participations to
         one or more banks or other entities in or to all or a portion of its
         rights and obligations under this Agreement (including, without
         limitation, all or a portion of its Commitment, the Advances owing to
         it, its participation interest in the Letter of Credit Obligations and
         the Revolving Note held by it); provided, however, that (i) such Bank's
         obligations under this Agreement (including, without limitation, its
         Commitment to the Borrowers hereunder) shall remain unchanged, (ii)
         such Bank shall remain solely responsible to the other parties hereto
         for the performance of such obligations, (iii) such Bank shall remain
         the holder of any such Note for all purposes of this Agreement, (iv)
         the Borrowers, the Agent, the Issuing Banks and the other Banks shall
         continue to deal solely and directly with such Bank in connection with
         such Bank's rights and obligations under this Agreement, (v) such Bank
         shall not require the participant's consent to any matter under this
         Agreement, except for change in the principal amount of any Note in
         which the participant has an interest, reductions in fees or interest
         or extending the Maturity Date, and (vi) such Bank shall give prompt
         prior notice to the Company of each such participation to be sold by
         such Bank. The Borrowers hereby agree that participants shall have the
         same rights under Sections 2.8, 2.9, 2.11(c) and 9.7 hereof as the Bank
         to the extent of their respective participations. Notwithstanding the
         foregoing, upon the receipt of notice by the Company of the sale of a
         participation by any Bank to one or more banks or other entities (other
         than an Affiliate of such Bank) in or to all or a portion of its rights
         and obligations under this Agreement (each such bank or other entity, a
         "Proposed Participant"), the Company shall have the right, but not the
         obligation, to select additional banks to replace such Proposed
         Participant on the same terms and conditions as the Proposed
         Participant upon prompt written notice from the Company to the Agent
         and the Bank selling such participation. The Company shall have ten
         days from the date of its receipt of notice of the proposed sale of
         such participation to the Proposed Participant to select replacement
         banks to replace such Proposed Participant. If the Company does not
         select any

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<PAGE>

         replacement banks or does not elect replacement banks the applicable
         Bank may sell such participation to the Proposed Participant.

         Section 9.7 Indemnification. The Borrowers shall indemnify the Agent,
the Banks (including any lender which was a Bank hereunder prior to any full
assignment of its Commitment), the Issuing Banks and each affiliate thereof and
their respective directors, officers, employees and agents from, and discharge,
release and hold each of them harmless against, any and all losses, liabilities,
claims or damages to which any of them may become subject, insofar as such
losses, liabilities, claims or damages arise out of or result from (a) any
actual or proposed use by any Borrower or any Affiliate of any Borrower of the
proceeds of any Advance, (b) any breach by any Borrower, any Subsidiary of any
Borrower or any Guarantor of any provision of this Agreement or any other Credit
Document, (c) any investigation, litigation or other proceeding (including any
threatened investigation or proceeding) relating to the foregoing, or (d) any
Environmental Claim or requirement of Environmental Laws concerning or relating
to the present or previously-owned or operated properties, or the operations or
business, of the Company or any of its Subsidiaries, and the Borrowers shall
reimburse the Agent, each Issuing Bank, each Bank and each affiliate thereof
their respective directors, officers, employees and agents, upon demand, for any
reasonable out-of-pocket expenses (including reasonable legal fees) incurred in
connection with any such investigation, litigation or other proceeding; and
EXPRESSLY INCLUDING ANY SUCH LOSSES, LIABILITIES, CLAIMS, DAMAGES OR EXPENSE
INCURRED BY REASON OF THE PERSON BEING INDEMNIFIED'S OWN NEGLIGENCE, BUT
EXCLUDING ANY SUCH LOSSES, LIABILITIES, CLAIMS, DAMAGES OR EXPENSES INCURRED BY
REASON OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PERSON TO BE
INDEMNIFIED.

         Section 9.8 Execution in Counterparts. This Agreement may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.

         Section 9.9 Survival of Representations, Etc. All representations and
warranties contained in this Agreement or made in writing by or on behalf of the
Borrowers in connection herewith shall survive the execution and delivery of
this Agreement and the Credit Documents, the making of the Advances and any
investigation made by or on behalf of the Banks, none of which investigations
shall diminish any Bank's right to rely on such representations and warranties.
All obligations of the Borrowers provided for in Sections 2.8, 2.9, 2.11(c) and
9.7 shall survive any termination of this Agreement and repayment in full of the
Obligations.

         Section 9.10 Severability. In case one or more provisions of this
Agreement or the other Credit Documents shall be invalid, illegal or
unenforceable in any respect under any applicable law, the validity, legality
and enforceability of the remaining provisions contained herein or therein shall
not be affected or impaired thereby.

         Section 9.11 Commercial Loans. The Borrowers represent and warrant that
the Advances are and shall be "Commercial Loans" as such term is used in Chapter
306 of the Texas Finance Code. In the event that applicable law provides for an
interest ceiling under Chapter 303

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<PAGE>

of the Texas Finance Code, the ceiling shall be the indicated (weekly) ceiling
and shall be used when appropriate in determining the Maximum Rate.

         Section 9.12 Usury Not Intended. It is the intent of the Borrowers and
each Bank in the execution and performance of this Agreement and the other
Credit Documents to contract in strict compliance with applicable usury laws,
including conflicts of law concepts, governing the Advances of each Bank
including such applicable laws of the State of Texas and the U.S. from time to
time in effect. In furtherance thereof, the Banks and the Borrowers stipulate
and agree that none of the terms and provisions contained in this Agreement or
the other Credit Documents shall ever be construed to create a contract to pay,
as consideration for the use, forbearance or detention of money, interest at a
rate in excess of the Maximum Rate and that for purposes hereof "interest" shall
include the aggregate of all charges which constitute interest under such laws
that are contracted for, charged or received under this Agreement; and in the
event that, notwithstanding the foregoing, under any circumstances the aggregate
amounts taken, reserved, charged, received or paid on the Advances include
amounts which, by applicable law, are deemed interest which would exceed the
Maximum Rate, then such excess shall be deemed to be a mistake and each Bank
receiving same shall credit the same on the principal of its Advances (or if
such Advances shall have been paid in full, refund said excess to the
Borrowers). In the event that the maturity of the Advances is accelerated by
reason of any election of the holder thereof resulting from any Event of Default
under this Agreement or otherwise, or in the event of any required or permitted
prepayment, then such consideration that constitutes interest may never include
more than the Maximum Rate and excess interest, if any, provided for in this
Agreement or otherwise shall be canceled automatically as of the date of such
acceleration or prepayment and, if theretofore paid, shall be credited on the
applicable Advances (or, if the applicable Advances shall have been paid in
full, refunded to the Borrowers). The provisions of this Section 9.12 shall
control over all other provisions of this Agreement or the other Credit
Documents which may be in apparent conflict herewith.

         Section 9.13 Governing Law. This Agreement, the Notes and the other
Credit Documents shall be governed by, and construed and enforced in accordance
with, the laws of the State of Texas.

         Section 9.14 Consent to Jurisdiction. The Borrower hereby irrevocably
submits to the jurisdiction of any Texas state or federal court sitting in
Dallas, Texas in any action or proceeding arising out of or relating to this
Agreement, the Notes and the other Credit Documents, and the Borrowers hereby
irrevocably agree that all claims in respect of such action or proceeding may be
heard and determined in such court. The Borrowers hereby irrevocably waive, to
the fullest extent they may effectively do so, any right it may have to the
defense of an inconvenient forum to the maintenance of such action or
proceeding. The Borrowers hereby agree that service of copies of the summons and
complaint and any other process which may be served in any such action or
proceeding may be made by mailing or delivering a copy of such process to the
Borrowers at the address specified in Section 9.2. The Borrowers agree that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Section 9.14 shall affect the rights of the
Agent, the Issuing Bank or any Bank to serve legal process in any other manner
permitted by law or affect the right of the Agent, the Issuing Bank

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or any Bank to bring any action or proceeding against the Borrowers or their
respective Property in the courts of any other jurisdiction.

         Section 9.15 Banks not in Control. None of the covenants or other
provisions contained in the Credit Documents shall, or shall be deemed to, give
the Banks the right or power to exercise control over the affairs and/or
management of the Company, any of its Subsidiaries or any Guarantor, the power
of the Banks being limited to the right to exercise the rights and remedies
provided in the Credit Documents; provided, however, that if any Bank becomes
the owner of any stock, or other equity interest in, any Person whether through
foreclosure or otherwise, such Bank shall be entitled (subject to requirements
of law) to exercise such legal rights as it may have by being owner of such
stock, or other equity interest in, such Person.

         Section 9.16 Headings Descriptive. The headings of the several
sections, clauses and paragraphs of the Agreement are inserted for convenience
only and shall not in any way affect the meaning or construction of any
provision of this Agreement.

         Section 9.17 WAIVERS OF JURY TRIAL. THE BORROWERs, THE AGENT AND THE
BANKS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL
PROCEEDING RELATING TO THIS AGREEMENT OR THE NOTES OR ANY OTHER CREDIT DOCUMENT
OR TO ANY COUNTERCLAIM THEREIN.

         Section 9.18 Binding Arbitration.

                  (a)      Arbitration. The Borrowers, the Agent, the Issuing
         Bank and the Banks agree, upon demand, to submit to binding arbitration
         all claims, disputes and controversies between or among them (and their
         respective employees, officers, directors, attorneys, and other
         agents), whether in tort, contract or otherwise arising out of or
         relating to in any way (i) this Agreement or the other Credit Documents
         and their negotiation, execution, collateralization, administration,
         repayment, modification, extension, substitution, formation,
         inducement, enforcement, default or termination; or (ii) requests for
         additional credit.

                  (b)      Governing Rules. Any arbitration proceeding will (i)
         proceed in a location in Texas selected by the American Arbitration
         Association ("AAA"); (ii) be governed by the Federal Arbitration Act
         (Title 9 of the United States Code), notwithstanding any conflicting
         choice of law provision in any of the documents between the parties;
         and (iii) be conducted by the AAA, or such other administrator as the
         parties shall mutually agree upon, in accordance with the AAA's
         commercial dispute resolution procedures, unless the claim or
         counterclaim is at least $1,000,000.00 exclusive of claimed interest,
         arbitration fees and costs in which case the arbitration shall be
         conducted in accordance with the AAA's optional procedures for large,
         complex commercial disputes (the commercial dispute resolution
         procedures or the optional procedures for large, complex commercial
         disputes to be referred to, as applicable, as the "Rules"). If there is
         any inconsistency between the terms hereof and the Rules, the terms and
         procedures set forth herein shall control. Any Person who fails or
         refuses to submit to arbitration following a

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         demand by any other Person shall bear all costs and expenses incurred
         by such other Person in compelling arbitration of any dispute. Nothing
         contained herein shall be deemed to be a waiver by any Person that is a
         bank of the protections afforded to it under 12 U.S.C. Section 91 or
         any similar applicable state law.

                  (c)      No Waiver of Provisional Remedies, Self-Help and
         Foreclosure. The arbitration requirement does not limit the right of
         any Person to (i) foreclose against real or personal property
         collateral; (ii) exercise self-help remedies relating to collateral or
         proceeds of collateral such as setoff or repossession; or (iii) obtain
         provisional or ancillary remedies such as replevin, injunctive relief,
         attachment or the appointment of a receiver, before during or after the
         pendency of any arbitration proceeding. This exclusion does not
         constitute a waiver of the right or obligation of any Person to submit
         any dispute to arbitration or reference hereunder, including those
         arising from the exercise of the actions detailed in clauses (i), (ii)
         and (iii) of this Section 9.18(c).

                  (d)      Arbitrator Qualifications and Powers. Any arbitration
         proceeding in which the amount in controversy is $5,000,000.00 or less
         will be decided by a single arbitrator selected according to the Rules,
         and who shall not render an award of greater than $5,000,000.00. Any
         dispute in which the amount in controversy exceeds $5,000,000.00 shall
         be decided by majority vote of a panel of three arbitrators; provided
         however, that all three arbitrators must actively participate in all
         hearings and deliberations. The arbitrator will be a neutral attorney
         licensed in the State of Texas with a minimum of ten years experience
         in the substantive law applicable to the subject matter of the dispute
         to be arbitrated. The arbitrator will determine whether or not an issue
         is arbitratable and will give effect to the statutes of limitation in
         determining any claim. In any arbitration proceeding the arbitrator
         will decide (by documents only or with a hearing at the arbitrator's
         discretion) any pre-hearing motions which are similar to motions to
         dismiss for failure to state a claim or motions for summary
         adjudication. The arbitrator shall resolve all disputes in accordance
         with the substantive law of Texas and may grant any remedy or relief
         that a court of such state could order or grant within the scope hereof
         and such ancillary relief as is necessary to make effective any award.
         The arbitrator shall also have the power to award recovery of all costs
         and fees, to impose sanctions and to take such other action as the
         arbitrator deems necessary to the same extent a judge could pursuant to
         the Federal Rules of Civil Procedure, the Texas Rules of Civil
         Procedure or other applicable law. Judgment upon the award rendered by
         the arbitrator may be entered in any court having jurisdiction. The
         institution and maintenance of an action for judicial relief or pursuit
         of a provisional or ancillary remedy shall not constitute a waiver of
         the right of any Person, including the plaintiff, to submit the
         controversy or claim to arbitration if any other Person contests such
         action for judicial relief.

                  (e)      Discovery. In any arbitration proceeding discovery
         will be permitted in accordance with the Rules. All discovery shall be
         expressly limited to matters directly relevant to the dispute being
         arbitrated and must be completed no later than 20 days before the
         hearing date and within 180 days of the filing of the dispute with the
         AAA. Any requests for an extension of the discovery periods, or any
         discovery disputes, will be subject to final determination by the
         arbitrator upon a showing that the request for

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         discovery is essential for the such Person's presentation and that no
         alternative means for obtaining information is available.

                  (f)      Class Proceedings and Consolidations. The resolution
         of any dispute arising pursuant to the terms of this Agreement shall be
         determined by a separate arbitration proceeding and such dispute shall
         not be consolidated with other disputes or included in any class
         proceeding.

                  (g)      Payment Of Arbitration Costs And Fees. The arbitrator
         shall award all costs and expenses of the arbitration proceeding.

                  (h)      Miscellaneous. To the maximum extent practicable, the
         AAA, the arbitrators, the Borrowers, the Agent, the Issuing Bank and
         the Banks shall take all action required to conclude any arbitration
         proceeding within 180 days of the filing of the dispute with the AAA.
         No arbitrator or other Person that is a party to an arbitration
         proceeding may disclose the existence, content or results thereof,
         except for disclosures of information by a Person required in the
         ordinary course of its business or by applicable law or regulation. If
         more than one agreement for arbitration by or between the Borrowers,
         the Agent, the Issuing Bank and the Banks potentially applies to a
         dispute, the arbitration provision most directly related to the Credit
         Documents or the subject matter of the dispute shall control. This
         arbitration provision shall survive termination, amendment or
         expiration of any of the Credit Documents or any relationship between
         or among the Borrowers, the Agent, the Issuing Bank and the Banks.

         Section 9.19 Confidentiality. Each of the Agent and the Banks agrees to
maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its and its Affiliates' directors, officers,
employees and agents, including accountants, legal counsel and other advisors
who, in the reasonable judgment of the Agent and the applicable Banks, need to
know such information for the purpose of performing or exercising the duties,
obligations, rights and remedies of the Agent or such Banks under this Agreement
and the other Credit Documents (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority, (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party hereto, (e) in connection with the exercise of any remedies
hereunder or under any other Credit Document or any action or proceeding
relating to this Agreement or any other Credit Agreement or the enforcement of
rights hereunder or thereunder, (f) subject to any agreement containing
provisions substantially the same as those of this Section, to (i) any assignee
of or participant in, or any prospective assignee or participant in, any of its
rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
the Borrower and its obligations, (g) with the consent of the Company, or (h) to
the extent such Information (x) becomes publicly available other than as a
result of a breach of this Section or (y) becomes available to the Agent or any
Bank on a non-confidential basis from a source other than the Company. In
addition, the Agent and the Banks may disclose the existence of this Agreement
and information about this Agreement to market data collectors, similar service
providers to the lending industry, and service providers to the Agent and the
Banks in connection with the administration and management of this Agreement

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<PAGE>

and the other Credit Documents. For purposes of this Section, "Information"
means all information received from the Company or any other Borrowers or
Guarantors relating to the Company or any other Borrowers or Guarantors or any
of their respective businesses, other than any such information that is
available to the Agent or any Bank on a non-confidential basis prior to
disclosure by the Company or any other Borrowers or Guarantors. Any Person
required to maintain the confidentiality of Information as provided in this
Section shall be considered to have complied with its obligation to do so if
such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information. Notwithstanding anything to the contrary,
"Information" shall not include, and the Agent and each Bank may disclose
without limitation of any kind, any information with respect to the "tax
treatment" and "tax structure" (in each case, within the meaning of Treasury
Regulation Section 1.6011-4) of the transactions contemplated hereby and all
materials of any kind (including opinions or other tax analyses) that are
provided to the Agent or such Bank relating to such tax treatment and tax
structure; provided that with respect to any document or similar item that in
either case contains information concerning the tax treatment or tax structure
of the transaction as well as other information, this sentence shall only apply
to such portions of the document or similar item that relate to the tax
treatment or tax structure of the Advances, Letters of Credit and transactions
contemplated hereby.

         Section 9.20 Joint and Several Liability. Each Borrower shall be
jointly and severally liable to the Agent, the Issuing Bank and the Banks for
the performance of all obligations of the Borrowers under this Agreement, the
Notes and the other Credit Documents to which they are a party. Notwithstanding
anything herein, in the Notes or in any other Credit Document to the contrary,
in any action or proceeding involving any state corporate law, or any state or
federal bankruptcy, insolvency, reorganization or other law affecting the rights
of creditors generally, if, as a result of applicable law relating to fraudulent
conveyance or fraudulent transfer, including Section 548 of the Bankruptcy Code
or any applicable provisions of comparable state law (collectively, "Fraudulent
Transfer Laws"), the obligations of any Borrower other than the Company (a
"Non-Company Borrower") under this Agreement, the Notes or any other Credit
Document would otherwise, after giving effect to (a) all other liabilities of
such Non-Company Borrower, contingent or otherwise, that are relevant under such
Fraudulent Transfer Laws (specifically excluding, however, any liabilities of
such Non-Company Borrower in respect of intercompany Indebtedness to any other
Borrower to the extent that such Indebtedness would be discharged in an amount
equal to the amount paid by such Non-Company Borrower hereunder or under any
other Credit Document) and (b) the value as assets of such Non-Company Borrower
(as determined under the applicable provisions of such Fraudulent Transfer Laws)
of any rights of subrogation, contribution, reimbursement, indemnity or similar
rights held by such Non-Company Borrower, be held or determined to be void,
invalid or unenforceable, or subordinated to the claims of any other creditors,
on account of the amount of its liability under this Agreement, the Notes or any
other Credit Document, then the amount of such liability shall, without any
further action by such Non-Company Borrower, any Bank, the Agent or any other
Person, be automatically limited and reduced to the highest amount that is valid
and enforceable and not subordinated to the claims of other creditors as
determined in such action or proceeding.

         Section 9.21 Amendment and Restatement. Upon satisfaction of all of the
conditions precedent set forth in Section 3.1 of this Agreement, the Existing
Credit Agreement shall be amended and restated by this Agreement, provided that
this Agreement does not constitute and

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shall not be construed as a novation of or a payment and readvance of the loan
principal, interest and other sums, if any, heretofore outstanding under the
Existing Credit Agreement.

         Section 9.22 ENTIRE AGREEMENT. PURSUANT TO SECTION 26.02 OF THE TEXAS
BUSINESS AND COMMERCE CODE, A LOAN AGREEMENT IN WHICH THE AMOUNT INVOLVED IN THE
LOAN AGREEMENT EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE LOAN
AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY'S
AUTHORIZED REPRESENTATIVE.

         THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO
THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN LOAN
AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY
AND MERGED INTO THE LOAN AGREEMENT. THIS WRITTEN AGREEMENT AND THE CREDIT
DOCUMENTS, AS DEFINED IN THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE
PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES.

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<PAGE>

EXECUTED as of the date first referenced above.

                                     BORROWERS:

                                     ARKANSAS BEST CORPORATION

                                     By:__________________________
                                        Judy R. McReynolds
                                        Vice President - Controller

                                     ABF FARMS, INC.
                                     ABF FREIGHT SYSTEM, INC.
                                     ABF CARTAGE, INC.
                                     TRANSPORT REALTY, INC.
                                     CLIPPER EXXPRESS COMPANY
                                     FLEETNET AMERICA, LLC
                                     AGRICULTURAL EXPRESS OF AMERICA,
                                     INC.
                                     DATA-TRONICS CORP.
                                     TREAD-ARK INVESTMENT CORPORATION
                                     ARKANSAS BEST AIRPLANE LEASING, INC.
                                     TREAD-ARK CORPORATION
                                     ABF AVIATION, LLC

                                     By: ___________________________________
                                         Judy R. McReynolds
                                         Assistant Treasurer

             SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>

                                     AGENT:

                                     WELLS FARGO BANK, NATIONAL
                                     ASSOCIATION, as Agent

                                     By: _____________________________
                                         Preston L. Massey
                                         Vice President

             SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>

                                     CO-SYNDICATION AGENTS:

                                     FLEET NATIONAL BANK, as Co-Syndication
                                     Agent

                                     By: ____________________________
                                         Christopher E. Leath
                                         Vice President

             SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>

                                     SUNTRUST BANK, as Co-Syndication Agent

                                     By: __________________________________
                                         Name: ____________________________
                                         Title: ___________________________

             SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>

                                     CO-DOCUMENTATION AGENTS:

                                     WACHOVIA BANK, NATIONAL
                                     ASSOCIATION, as Co-Documentation Agent

                                     By: __________________________________
                                         Name:  ___________________________
                                         Title: ___________________________

             SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>

                                     THE BANK OF TOKYO-MITSUBISHI, LTD., as
                                     Co-Documentation Agent

                                     By: __________________________________
                                         Name:   __________________________
                                         Title: ___________________________

                                     By: __________________________________
                                         Name:  ___________________________
                                         Title: ___________________________

             SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>

                                     BANKS:

                                     WELLS FARGO BANK, NATIONAL
                                     ASSOCIATION, as a Bank

                                     By: __________________________________
                                         Preston L. Massey
                                         Vice President

             SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>

                                     FLEET NATIONAL BANK, as a Bank

                                     By: __________________________________
                                         Christopher E. Leath
                                         Vice President

             SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>

                                     SUNTRUST BANK, as a Bank

                                     By: __________________________________
                                         Name:  ___________________________
                                         Title: ___________________________

             SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>

                                     WACHOVIA BANK, NATIONAL
                                     ASSOCIATION, as a Bank

                                     By: __________________________________
                                         Name:  ___________________________
                                         Title: ___________________________

             SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>

                                     THE BANK OF TOKYO-MITSUBISHI, LTD.

                                     By: __________________________________
                                         Name:  ___________________________
                                         Title: ___________________________

                                     By: __________________________________
                                         Name:  ___________________________
                                         Title: ___________________________

             SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>

                                     U.S. BANK NATIONAL ASSOCIATION

                                     By: __________________________________
                                         Name:  ___________________________
                                         Title: ___________________________

             SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>

                                     THE NORINCHUKIN BANK, NEW YORK
                                     BRANCH

                                     By: __________________________________
                                         Name:  ___________________________
                                         Title: ___________________________

             SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>

                                     COMERICA BANK

                                     By: __________________________________
                                         Name:  ___________________________
                                         Title: ___________________________

             SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>

                                     THE FIRST NATIONAL BANK OF FORT
                                     SMITH

                                     By: __________________________________
                                         Name:  ___________________________
                                         Title: ___________________________

             SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>

         EXECUTED as of the date first referenced above.

                                     BORROWERS:

                                     ARKANSAS BEST CORPORATION

                                     By: __________________________________
                                           David E. Loeffler
                                           Vice President
                                           Chief Financial Officer

                                     ABF FARMS, INC.
                                     ABF CARTAGE, INC.
                                     TRANSPORT REALTY, INC.
                                     CLIPPER EXXPRESS COMPANY
                                     FLEETNET AMERICA, LLC
                                     AGRICULTURAL EXPRESS OF AMERICA,
                                     INC.
                                     DATA-TRONICS CORP.
                                     TREAD-ARK CORPORATION

                                     By: __________________________________
                                          David E. Loeffler
                                          Treasurer

                                     TREAD-ARK INVESTMENT CORPORATION
                                     ABF FREIGHT SYSTEM, INC.

                                     By: __________________________________
                                          David E. Loeffler
                                          Assistant Treasurer

             SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>

                                     ARKANSAS BEST AIRPLANE LEASING, INC.
                                     ABF AVIATION, LLC

                                     By: __________________________________
                                           David E. Loeffler
                                           Vice President and Treasurer

             SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>

                                    EXHIBIT A

                            ASSIGNMENT AND ACCEPTANCE

                    Dated __________________________, ______

         Reference is made to that certain Amended and Restated Credit Agreement
dated as of September 26, 2003 (as the same may be amended, restated,
supplemented, renewed, extended or otherwise modified from time to time, the
"Credit Agreement") among Arkansas Best Corporation, ABF Aviation, LLC, ABF
Cartage, Inc., ABF Farms, Inc., ABF Freight System, Inc., Agricultural Express
of America, Inc., Clipper Exxpress Company, Arkansas Best Airplane Leasing,
Inc., Tread-Ark Investment Corporation, Data-Tronics Corp., Fleetnet America,
LLC, Transport Realty, Inc., and Tread-Ark Corporation (collectively, the
"Borrowers"), the lenders parties thereto, Fleet National Bank and SunTrust
Bank, as Co-Syndication Agents, Wachovia Bank, National Association and The Bank
of Tokyo-Mitsubishi, Ltd., as Co-Documentation Agents, and Wells Fargo Bank,
National Association, as Administrative Agent (the "Agent"). Unless otherwise
defined in this Assignment and Acceptance, capitalized terms used herein shall
have the same meanings herein as defined in the Credit Agreement. This
Assignment and Acceptance is being executed pursuant to Section 9.6 of the
Credit Agreement.

         __________________ (the "Assignor") and ____________________________
(the "Assignee") agree as follows:

         1.       As of the Effective Date (as defined below), the Assignor
hereby sells and assigns and delegates to the Assignee, and the Assignee hereby
purchases and assumes from the Assignor, without recourse to the Assignor and
without representation or warranty except for the representations and warranties
specifically set forth in clauses (i), (ii), and (iii) of Section 2, a ____%(1)
interest in and to all of the Assignor's rights and obligations under the Credit
Agreement in connection with its Commitment, including, without limitation, such
percentage interest in the Assignor's Commitment and the Revolving Advances
owing to the Assignor, the participation interest in the Letter of Credit
Obligations held by the Assignor and the Revolving Note held by the Assignor.

         2.       The Assignor (a) represents and warrants that, as of the date
hereof but immediately prior to giving effect to this Assignment and Acceptance,
its total Commitment is $____________, the aggregate outstanding principal
amount of Revolving Advances owed to it by the Borrowers is $____________, and
its Pro Rata Share of the Letter of Credit Exposure is $____________; (b)
represents and warrants that it is the legal and beneficial owner of the
interest being assigned by it hereunder and that such interest is free and clear
of any Lien or other adverse claim; (c) makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement or any other
Credit Document or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any other Credit
Document or any other instrument or document furnished pursuant thereto; (d)
makes no representation or warranty and assumes no responsibility with respect
to the financial condition or results of

---------------
(1)      Specify percentage in no more than 5 decimal points.

Exhibit A to Credit Agreement - Page 1

<PAGE>

operation of the Company, any Subsidiary of the Company or any Guarantor or the
performance or observance by the Company, any Subsidiary of the Company or any
Guarantor of any of its obligations under the Credit Agreement or any other
Credit Document or any other instrument or document furnished pursuant thereto;
and (e) attaches the Revolving Note referred to in paragraph 1 above and
requests that the Agent exchange such Revolving Note for a new Revolving Note
dated ______________, 200__ in the principal amount of $_______________ payable
to the order of the Assignee [, and a new Revolving Note dated _____________,
200__ in the principal amount of $____________, payable to the order of
Assignor].

         3.       The Assignee (a) confirms that it has received a copy of the
Credit Agreement, together with, (i) in the event that the date of this
Assignment and Acceptance is prior to the date of delivery of the initial
financial statements required to be delivered pursuant to Section 5.6(b) of the
Credit Agreement, copies of the financial statements referred to in Section 4.5
of the Credit Agreement or (ii) in the event that the date of this Assignment
and Acceptance is after the date of delivery of the initial financial statements
required to be delivered pursuant to Section 5.6(b) of the Credit Agreement,
copies of the most recent financial statements delivered pursuant to Section
5.6(b) of the Credit Agreement, and such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter
into this Assignment and Acceptance; (b) agrees that it has, independently and
without reliance upon the Agent, the Co-Syndication Agents, the Assignor or any
other Bank, and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement; (c) agrees that it will, independently and without reliance upon the
Agent, the Co-Syndication Agents, the Assignor 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 decisions in taking or not taking action under
the Credit Agreement or any other Credit Document; (d) appoints and authorizes
the Agent to take such action as agent on its behalf and to exercise such powers
under the Credit Agreement and any other Credit Document as are delegated to the
Agent by the terms thereof, together with such powers as are reasonably
incidental thereto; (e) agrees that it will perform in accordance with their
terms all of the obligations which by the terms of the Credit Agreement or any
other Credit Document are required to be performed by it as a Bank; (f)
specifies as its Domestic Lending Office (and address for notices) and
Eurodollar Lending Office the offices set forth beneath its name on the
signature pages hereof; (g) attaches the forms prescribed by the Internal
Revenue Service of the United States certifying as to the Assignee's status for
purposes of determining exemption from United States withholding taxes with
respect to all payments to be made to the Assignee under the Credit Agreement
and its Notes or such other documents as are necessary to indicate that all such
payments are subject to such rates at a rate reduced by an applicable tax
treaty(2), and (h) represents that it is an Eligible Assignee.

         4.       Each party to this Assignment and Acceptance represents and
warrants to the other party hereto that it has full power and authority to enter
into this Assignment and Acceptance and to perform its obligations hereunder in
accordance with the provisions hereof, that this Assignment and Acceptance has
been duly authorized, executed and delivered by such party and that this
Assignment and Acceptance constitutes a legal, valid and binding obligation of
such party, enforceable against such party in accordance with its terms, except
as

---------------
(2)      If the Assignee is organized under the laws of a jurisdiction outside
the United States.

Exhibit A to Credit Agreement - Page 2

<PAGE>

enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally and by general principles of equity.

         5.       The effective date for this Assignment and Acceptance shall be
______________ (the "Effective Date")(3) and following the execution of this
Assignment and Acceptance, the Agent will record it.

         6.       Upon such recording, and as of the Effective Date, (i) the
Assignee shall be a party to the Credit Agreement for all purposes, and, to the
extent provided in this Assignment and Acceptance, have the rights and
obligations of a Bank thereunder and (ii) the Assignor shall, to the extent
provided in this Assignment and Acceptance, relinquish its rights (other than
rights against the Borrower pursuant to Sections 2.8, 2.9, 2.11(c) and 9.7 of
the Credit Agreement, which shall survive this assignment) and be released from
its obligations under the Credit Agreement.

         7.       Upon such recording, from and after the Effective Date, the
Agent shall make all payments under the Credit Agreement and the Revolving Notes
in respect of the interest assigned hereby (including, without limitation, all
payments of principal, interest and facility fees) to the Assignee. The Assignor
and the Assignee shall make all appropriate adjustments in payments under the
Credit Agreement and the Revolving Notes for periods prior to the Effective Date
directly between themselves.

         8.       This Assignment and Acceptance shall be governed by, and
construed and enforced in accordance with, the laws of the State of Texas.

--------------
(3)      See Section 9.6 of the Credit Agreement. Such date shall be at least
three Business Days after the execution of this Assignment and Acceptance unless
otherwise agreed by the parties hereto and the Agent.

Exhibit A to Credit Agreement - Page 3

<PAGE>

         The parties hereto have caused this Assignment and Acceptance to be
duly executed as of the date first above written.

                                     [ASSIGNOR]

                                     By:        _____________________________
                                                Name: _______________________
                                                Title: ______________________

                                     Address:          ______________________
                                                       ______________________
                                                       ______________________
                                     Attention: _____________________________
                                     Telecopy:  _____________________________
                                     Telephone: _____________________________

                                     [ASSIGNEE]

                                     By:        _____________________________
                                                Name: _______________________
                                                Title: ______________________

                                     Domestic Lending Office:

                                     Address:   _____________________________
                                                   __________________________
                                                   __________________________
                                     Attention: _____________________________
                                     Telecopy:  _____________________________
                                     Telephone: _____________________________

                                     Eurodollar Lending Office:

                                     Address:   _____________________________
                                                   __________________________
                                                   __________________________
                                     Attention: _____________________________
                                     Telecopy:  _____________________________
                                     Telephone: _____________________________

Exhibit A to Credit Agreement - Page 4

<PAGE>

[APPROVED(4) AND] ACCEPTED BY:

WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Administrative Agent

By:    ___________________________
Name:  ___________________________
Title: ___________________________

Date:  ___________________________

[APPROVED(4) BY:]

__________________________________
as Issuing Bank

By:    ___________________________
Name:  ___________________________
Title: ___________________________

Date:  ___________________________

[APPROVED(4) BY:]

ARKANSAS BEST CORPORATION

By:    ___________________________
        David E. Loeffler
        Vice President and
        Chief Financial Officer

Date:  ___________________________

--------------------
(4)      Approval by the Administrative Agent, the Issuing Bank and/or the
Borrower may be required under the definition of "Eligible Assignee" contained
in the Credit Agreement.

Exhibit A to Credit Agreement - Page 5

<PAGE>

ABF FARMS, INC.
ABF CARTAGE, INC.
TRANSPORT REALTY, INC.
CLIPPER EXXPRESS COMPANY
FLEETNET AMERICA, LLC
AGRICULTURAL EXPRESS OF AMERICA, INC.
DATA-TRONICS CORP.
TREAD-ARK CORPORATION

By: _______________________________
       David E. Loeffler
       Treasurer

TREAD-ARK INVESTMENT
CORPORATION
ABF FREIGHT SYSTEM, INC.

By: ______________________________
        David E. Loeffler
        Assistant Treasurer

ARKANSAS BEST AIRPLANE LEASING, INC.
ABF AVIATION, LLC

By: _______________________________
        David E. Loeffler
        Vice President and Treasurer

Exhibit A to Credit Agreement - Page 6

<PAGE>

                                    EXHIBIT B

                           BORROWING BASE CERTIFICATE

         Reference is made to that certain Amended and Restated Credit Agreement
dated as of September 26, 2003 (as the same may be amended, restated,
supplemented, renewed, extended or otherwise modified from time to time, the
"Credit Agreement"), among Arkansas Best Corporation, ABF Aviation, LLC, ABF
Cartage, Inc., ABF Farms, Inc., ABF Freight System, Inc., Agricultural Express
of America, Inc., Clipper Exxpress Company, Arkansas Best Airplane Leasing,
Inc., Tread-Ark Investment Corporation, Data-Tronics Corp., Fleetnet America,
LLC, Transport Realty, Inc., and Tread-Ark Corporation (collectively, the
"Borrowers"), the lenders parties thereto, Fleet National Bank and SunTrust
Bank, as Co-Syndication Agents, Wachovia Bank, National Association and The Bank
of Tokyo-Mitsubishi, Ltd., as Co-Documentation Agents, and Wells Fargo Bank
Texas, National Association, as Administrative Agent. Unless otherwise defined
in this Borrowing Base Certificate, capitalized terms used herein shall have the
same meanings herein as defined in the Credit Agreement.

         Pursuant to Section 5.6(i) of the Credit Agreement, the Company does
hereby certify to the Agent and the Banks the following as of _________________,
 _____, [last day of immediately preceding calendar month]:

<TABLE>
<S>                                                                                              <C>
l.   Net Depreciated Value of Eligible Revenue Equipment                                         $_________

2.   Borrowing Base value of Eligible Revenue Equipment (75%)                                    $_________

3.   Aggregate outstanding Eligible Receivables                                                  $_________

4.   Borrowing Base value of Eligible Receivables (85%)                                          $_________

5.   Net Depreciated Value of Eligible Other Equipment                                           $_________

6.   Borrowing Base value of Eligible Other Equipment (50%)                                      $_________

7.   Real Estate Value of Eligible Real Property

     Borrowing Base value of Eligible Real Property (65%)                                        $_________

9.   Aggregate outstanding principal amount of all unsecured Total Funded
     Debt other than such Total Funded Debt which constitutes a part of the Obligations          $_________

10.  TOTAL BORROWING BASE VALUE
     (Remainder of (a) the sum of Lines 2, 4, 6 and 8 minus (b) Line 9)                          $_________

11.  Total aggregate Commitments                                                                 $_________

12.  LESSER OF BORROWING BASE VALUE OR AGGREGATE COMMITMENTS (Lesser of Line 10 or Line 11)      $_________

13.  Aggregate amount of all outstanding Revolving Advances                                      $_________

14.  Aggregate outstanding amount of all outstanding Swingline Advances                          $_________

15.  Aggregate amount of Letter of Credit Exposure                                               $_________
</TABLE>

Exhibit B to Credit Agreement - Page 1

<PAGE>

<TABLE>
<S>                                                                                              <C>
16.  BORROWING BASE AVAILABILITY
     (Remainder of (a) Line 12 minus (b) the sum of Lines 13,14 and 15)(1)                       $_________
</TABLE>

------------------------
(1)      If the Borrowing Base Availability calculated as shown in Line 16 above
is negative, the Borrower shall be required to prepay the Advances in accordance
with clause (ii) of Section 2.7(c) of the Credit Agreement.

Exhibit B to Credit Agreement - Page 2

<PAGE>

         The Company has caused this Borrowing Base Certificate to be executed
this _____ day of _______________.

                                     ARKANSAS BEST CORPORATION

                                     ________________________________________
                                     By:    David E. Loeffler
                                     Title: Vice President and
                                            Chief Financial Officer

Exhibit B to Credit Agreement - Page 3

<PAGE>

                                    EXHIBIT C

                             COMPLIANCE CERTIFICATE

FOR FISCAL QUARTER OR FISCAL YEAR ENDED ___________ (the "Subject Period")

         This certificate dated as of ___________, _____ is prepared pursuant to
Section 5.6(a) and Section 5.6(b) of the Amended and Restated Credit Agreement
dated as of September 26, 2003 (as the same may be amended, restated,
supplemented, renewed, extended or otherwise modified from time to time, the
"Credit Agreement") among Arkansas Best Corporation, a Delaware corporation, ABF
Aviation, LLC, an Arkansas limited liability company, ABF Cartage, Inc., a
Delaware corporation, ABF Farms, Inc., an Arkansas corporation, ABF Freight
System, Inc., a Delaware corporation, Agricultural Express of America, Inc., a
Delaware corporation, Clipper Exxpress Company, a Delaware corporation, Arkansas
Best Airplane Leasing, Inc., an Arkansas corporation, Tread-Ark Investment
Corporation, a Nevada corporation, Data-Tronics Corp., an Arkansas corporation,
Fleetnet America, LLC, a Delaware limited liability company, Transport Realty,
Inc., an Arkansas corporation, and Tread-Ark Corporation, a Delaware corporation
(collectively, the "Borrowers"), the lenders parties thereto, Fleet National
Bank and SunTrust Bank, as Co-Syndication Agents, Wachovia Bank, National
Association and The Bank of Tokyo-Mitsubishi, Ltd., as Co-Documentation Agents ,
and Wells Fargo Bank Texas, National Association, as Administrative Agent.
Unless otherwise defined in this certificate, capitalized terms used herein
shall have the same meanings herein as defined in the Credit Agreement.

         The Borrower hereby certifies (a) that no Default currently exists or
has occurred or is continuing, (b) that all of the representations and
warranties made by the Company and its Subsidiaries in the Credit Agreement, in
Section 7 of the Guaranty and in the other Credit Documents are true and correct
in all material respects as if made on this date and (c) that as of the last day
of the Subject Period the amounts and calculations attached hereto as Attachment
"A" are true and correct(1).

----------------
(1)      Attachment "A" is to contain amounts and calculations, in reasonable
detail, with respect to the Borrower's compliance with the following Sections of
the Credit Agreement: Section 6.11, Section 6.12 and Section 6.13.

Exhibit C to Credit Agreement - Page 1

<PAGE>

         Executed this ____ day of _______________, _____.

                                     ARKANSAS BEST CORPORATION
                                     ______________________________
                                     By:    David E. Loeffler
                                     Title: Vice President and
                                            Chief Financial Officer

Exhibit C to Credit Agreement - Page 2
<PAGE>

                     ATTACHMENT A TO COMPLIANCE CERTIFICATE

<TABLE>
<CAPTION>
                                                                                                    In Compliance as
                                                                                                    of End of Subject
                                                                                                         Period
                                                                                                    (Please Indicate)
<S>                                                                            <C>                  <C>
1.    Interest Coverage Ratio (Section 6.11 of the Credit Agreement

      (a)   Adjusted EBITDA                                                    =    __________

      (b)   Consolidated Interest Expense for Subject Period                   =    __________

      (c)   Interest income for Subject Period                                 =    __________

      (d)   The amount entered on line (b) minus the amount entered on line
            (c)                                                                =    __________

      (e)   The ratio of the amount entered on line (a) to the amount, if
            positive, entered on line (d)                                      =    ____ to __

      Is the ratio entered on line (e) greater than or equal to 4.5 to 1.0?                         Yes         No

2.    Consolidated Net Worth (Section 6.12 of the Credit Agreement)

      (a)   $302,141,000

      (b)   Cumulative Net Income from January 1, 2003 multiplied by 50%       =    __________

      (c)   Net cash proceeds of any issuance of equity after December 31,
            2002 multiplied by 50%                                             =    __________

      (d)   The sum of the amounts entered on lines (a), (b) and (c)           =    __________

      (e)   The product of (i) the aggregate amount of cash paid after
            December 31, 2002 to the date that is the last day of the Subject
            Period to shareholders for repurchases, redemptions or other
            reacquisitions of Capital Stock and (ii) 75%                       =    __________

      (f)   The product of (I) the amount of cash paid in respect of the
            One-Time Dividend and (ii) 75%                                     =    __________

      (g)   The amount entered on line (e) plus the amount entered on line
            (f) (the "Adjustment Amount")                                      =    __________

      Is Consolidated Net Worth plus the Adjustment Amount greater than or
      equal to the amount entered on line (d)?                                                      Yes         No

3.    Leverage Ratio. (Section 6.13 of the Credit Agreement)

      (a)   Total Funded Debt                                                  =    __________

      (b)   Adjusted EBITDA                                                    =    __________

      (c)   The ratio of the amount entered on line (a) to the amount
            entered on line (b)                                                =    __________

      Is the ratio entered on line (c) less than or equal to 2.75 to 1.00?                          Yes         No
</TABLE>

Exhibit C to Credit Agreement - Page 3

<PAGE>

                                    EXHIBIT D

                 SUBSIDIARY GUARANTY AND CONTRIBUTION AGREEMENT

         This Subsidiary Guaranty and Contribution Agreement dated as of
September 26, 2003 (this "Agreement") is executed by the parties signatory
hereto or to an Accession Agreement in favor of the Agent and the Banks party to
the Credit Agreement herein described.

                                  INTRODUCTION

         A.       This Agreement is given in connection with the Amended and
Restated Credit Agreement dated as of September 26, 2003 (as the same may be
amended, restated, supplemented, renewed, extended or otherwise modified from
time to time, the "Credit Agreement") among Arkansas Best Corporation, a
Delaware corporation, ABF Aviation, LLC, an Arkansas limited liability company,
ABF Cartage, Inc., a Delaware corporation, ABF Farms, Inc., an Arkansas
corporation, ABF Freight System, Inc., a Delaware corporation, Agricultural
Express of America, Inc., a Delaware corporation, Clipper Exxpress Company, a
Delaware corporation, Arkansas Best Airplane Leasing, Inc., an Arkansas
corporation, Tread-Ark Investment Corporation, a Nevada corporation,
Data-Tronics Corp., an Arkansas corporation, Fleetnet America, LLC, a Delaware
limited liability company, Transport Realty, Inc., an Arkansas corporation, and
Tread-Ark Corporation, a Delaware corporation (collectively, the "Borrowers"),
Wells Fargo Bank, National Association, as Administrative Agent (the "Agent"),
Fleet National Bank and SunTrust Bank, as Co-Syndication Agents, Wachovia Bank,
National Association and The Bank of Tokyo-Mitsubishi, Ltd., as Co-Documentation
Agents, and the lenders parties thereto.

         B.       The Company is the principal financing entity for all capital
requirements of its Subsidiaries, and from time to time the Company has made and
will continue to make capital contributions and advances to certain of its
Subsidiaries, including each of the parties hereto (such parties herein called
individually a "Guarantor" and collectively the "Guarantors"). Each Guarantor is
a direct or indirect subsidiary of the Company and will derive substantial
direct and indirect benefit from the transactions contemplated by the Credit
Agreement.

         C.       Under the Credit Agreement, it is a condition to the making of
the Advances by the Banks and the issuance of the Letters of Credit by the
Issuing Bank that each Guarantor shall have executed and delivered this
Agreement.

         Therefore, in order to induce the Banks to make the Advances and the
Issuing Bank to issue the Letters of Credit, each Guarantor hereby agrees as
follows:

         Section 1. Definitions. Unless otherwise defined in this Agreement,
capitalized terms used herein shall have the same meanings herein as defined in
the Credit Agreement.

         Section 2. Guaranty. Each Guarantor hereby unconditionally guarantees
the punctual payment when due, whether at stated maturity, by acceleration or
otherwise, of all indebtedness, liabilities and/or obligations of the Borrowers
now or hereafter existing under the Credit Agreement, the Notes and any other
Credit Document, whether for principal, Reimbursement

Exhibit D to Credit Agreement - Page 1

<PAGE>

Obligations, interest, fees, expenses or otherwise (such indebtedness,
liabilities and/or obligations being hereinafter referred to as the "Guaranteed
Obligations"), and any and all expenses (including reasonable counsel fees and
expenses) incurred by the Agent or any Bank in enforcing any rights under this
Agreement. Each Guarantor agrees that its guaranty obligation under this
Agreement is a guarantee of payment, not of collection, and that such Guarantor
is primarily liable for the payment of the Guaranteed Obligations.

         Section 3. Limit of Liability. Each Guarantor shall be liable under
this Agreement with respect to the Guaranteed Obligations only for amounts
aggregating up to the largest amount that would not render its guaranty
obligation hereunder subject to avoidance under Section 548 of the United States
Bankruptcy Code or any comparable provisions of any state law.

         Section 4. Guaranty Absolute. Each Guarantor guarantees that the
Guaranteed Obligations will be paid strictly in accordance with the terms of the
Credit Agreement and the other Credit Documents, regardless of any law,
regulation or order now or hereafter in effect in any jurisdiction affecting any
of such terms or the rights of the Agent or the Banks with respect thereto. The
liability of each Guarantor under this Agreement shall be absolute and
unconditional irrespective of:

         (a)      any lack of validity or enforceability of the Credit
Agreement, any other Credit Document or any other agreement or instrument
relating thereto;

         (b)      any change in the time, manner or place of payment of, or in
any other term of, any of the Guaranteed Obligations, or any other amendment or
waiver of or any consent to departure from the Credit Agreement or any Credit
Document;

         (c)      any release or amendment or waiver of or consent to departure
from the Credit Agreement, this Agreement or any other agreement or guaranty,
for any of the Guaranteed obligations; or

         (d)      any other circumstances which might otherwise constitute a
defense available to, or a discharge of, any Borrower or a Guarantor.

         Section 5. Continuation and Reinstatement, Etc. Each Guarantor agrees
that, to the extent that the Borrowers make payment to the Agent or any Bank and
such payments or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside or otherwise required to be repaid, then
to the extent of such repayment the Guaranteed Obligations shall be reinstated
and continued in full force and effect as of the date such initial payment
occurred. The Guarantor shall defend and indemnify the Agent and each Bank from
and against any claim or loss under this Section 5 (including reasonable
attorneys' fees and expenses) in the defense of any such action or suit.

Exhibit D to Credit Agreement - Page 2

<PAGE>

         Section 6. Certain Waivers.

         6.01. Notice. Each Guarantor hereby waives promptness, diligence,
notice of acceptance, notice of acceleration, notice of intent to accelerate and
any other notice with respect to any of the Guaranteed Obligations and this
Agreement.

         6.02. Other Remedies. Each Guarantor hereby waives any requirement that
the Agent or any Bank exhaust any right or take any action against any Borrower
or any other Person, including any action required by Chapter 34 of the Texas
Business and Commerce Code.

         6.03. Waiver of Subrogation. (a) Each Guarantor hereby irrevocably
waives, until payment in full of all Guaranteed Obligations and termination of
all Commitments, any claim or other rights which it may acquire against any
Borrower that arise from such Guarantor's obligations under this Agreement or
any other Credit Document, including, without limitation, any right of
subrogation (including, without limitation, any statutory rights of subrogation
under Section 509 of the Bankruptcy Code, 11 U.S.C. 509, or otherwise),
reimbursement, exoneration, contribution, indemnification or any right to
participate in any claim or remedy of the Agent or any Bank against any Borrower
which the Agent or any Bank now has or acquires. If any amount shall be paid to
any Guarantor in violation of the preceding sentence and the Guaranteed
Obligations shall not have been paid in full and all of the Commitments
terminated, such amount shall be held in trust for the benefit of the Agent and
the Banks, and shall promptly be paid to the Agent for the benefit of the Agent
and the Banks to be applied to the Guaranteed Obligations, whether matured or
unmatured, as the Agent may elect. Each Guarantor acknowledges that it will
receive direct and indirect benefits from the financing arrangements
contemplated by the Credit Agreement and that the waiver set forth in this
Section 6.03(a) is knowingly made in contemplation of such benefits.

         (b)      Each Guarantor further agrees that it will not enter into any
agreement providing, directly or indirectly, for any contribution,
reimbursement, repayment or indemnity by any Borrower or any other Person on
account of any payment by such Guarantor to the Agent or the Banks under this
Agreement.

         Section 7. Representations and Warranties. Each Guarantor hereby
represents and warrants as follows:

         7.01. Corporate Authority. Such Guarantor is a corporation or a limited
liability company duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, which is set forth on Schedule
4.1 to the Credit Agreement. The execution, delivery and performance by such
Guarantor of this Agreement are within such Guarantor's corporate powers, have
been duly authorized by all necessary corporate action, and do not contravene or
violate (a) such Guarantor's charter or bylaws or (b) any law or material
contractual restriction affecting such Guarantor or its Property.

Exhibit D to Credit Agreement - Page 3

<PAGE>

         7.02. Government Approval. No authorization or approval or other action
by, and no notice to or filing with, any Governmental Authority is required for
the due execution, delivery and performance by such Guarantor of this Agreement.

         7.03. Binding Obligations. This Agreement is the legal, valid and
binding obligation of such Guarantor enforceable against such Guarantor in
accordance with its terms, subject to the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar law affecting creditors'
rights (whether considered in a proceeding at law or in equity).

         Section 8. Covenants. Each Guarantor will comply with all covenant
provisions of Article V and Article VI of the Credit Agreement to the extent
such provisions are applicable to a Subsidiary of the Borrower.

         Section 9. Contribution. As a result of the transactions contemplated
by the Credit Agreement, each of the Guarantors will benefit, directly and
indirectly, from the Obligations and in consideration thereof desire to enter
into a contribution agreement among themselves as set forth in this Section 9 to
allocate such benefits among themselves and to provide a fair and equitable
arrangement to make contributions in the event any payment is made by any
Guarantor hereunder to the Agent or the Banks (such payment being referred to
herein as a "Contribution"). The Guarantors hereby agree as follows:

         9.01. Calculation of Contribution. In order to provide for just and
equitable contribution among the Guarantors in the event any Contribution is
made by a Guarantor (a "Funding Guarantor"), such Funding Guarantor shall be
entitled to a contribution from certain other Guarantors for all payments,
damages and expenses incurred by that Funding Guarantor in discharging any of
the Obligations, in the manner and to the extent set forth in this Section 9.01.
The amount of any Contribution under this Agreement shall be equal to the
payment made by the Funding Guarantor to the Agent or any other beneficiary
pursuant to this Agreement and shall be determined as of the date on which such
payment is made.

         9.02. Benefit Amount Defined. For purposes of this Agreement, the
"Benefit Amount" of any Guarantor as of any date of determination shall be the
net value of the benefits to such Guarantor and all of its Subsidiaries
(including any Subsidiaries which may be Guarantors) from extensions of credit
made by the Banks to the Borrowers under the Credit Agreement; provided, that in
determining the contribution liability of any Guarantor which is a Subsidiary to
its direct or indirect parent corporation or of any Guarantor to its direct or
indirect Subsidiary, the Benefit Amount of such Subsidiary and its Subsidiaries,
if any, shall be subtracted in determining the Benefit Amount of the parent
corporation. Such benefits shall include benefits of funds constituting proceeds
of Advances made to the Borrowers by the Banks which are in turn advanced or
contributed by the Borrowers to such Guarantor or its Subsidiaries and benefits
of Letters of Credit issued pursuant to the Credit Agreement on behalf of, or
the proceeds of which are advanced or contributed or otherwise benefit, directly
or indirectly, such Guarantor and its Subsidiaries (collectively, the
"Benefits"). In the case of any proceeds of Advances or Benefits advanced or
contributed to a Person of which any of the equity interests are owned directly
or indirectly by a Guarantor (an "Owned Entity"), the Benefit Amount of a
Guarantor with respect

Exhibit D to Credit Agreement - Page 4

<PAGE>

thereto shall be that portion of the net value of the benefits attributable to
Advances or Benefits equal to the direct or indirect percentage ownership of
such Guarantor in its Owned Entity.

         9.03. Contribution Obligation. Each Guarantor shall be liable to a
Funding Guarantor in an amount equal to the greater of (a) (i) the ratio of the
Benefit Amount of such Guarantor to the total amount of Obligations, multiplied
by (ii) the amount of Obligations paid by such Funding Guarantor and (b) 95% of
the excess of the fair saleable value of the property of such Guarantor over the
total liabilities of such Guarantor (including the maximum amount reasonably
expected to become due in respect of contingent liabilities) determined as of
the date on which the payment made by a Funding Guarantor is deemed made for
purposes of this Agreement (giving effect to all payments made by other Funding
Guarantors as of such date in a manner to maximize the amount of such
contributions).

         9.04. Allocation. In the event that at any time there exists more than
one Funding Guarantor with respect to any Contribution (in any such case, the
"Applicable Contribution"), then payment from other Guarantors pursuant to this
Agreement shall be allocated among such Funding Guarantors in proportion to the
total amount of the Contribution made for or on account of the Borrowers by each
such Funding Guarantor pursuant to the Applicable Contribution. In the event
that at any time any Guarantor pays an amount under this Agreement in excess of
the amount calculated pursuant to clause (a) of Section 9.03, that Guarantor
shall be deemed to be a Funding Guarantor to the extent of such excess and shall
be entitled to contribution from the other Guarantors in accordance with the
provisions of this Section 9.04.

         9.05. Subsidiary Payment. The amount of contribution payable under this
Section 9.05 by any Guarantor shall be reduced by the amount of any contribution
paid hereunder by a Subsidiary of such Guarantor.

         9.06. Equitable Allocation. If as a result of any reorganization,
recapitalization or other corporate change in the Company or any of its
Subsidiaries, or as a result of any amendment, waiver or modification of the
terms and conditions of other Sections of this Agreement or the Obligations, or
for any other reason, the contributions under this Section 9.06 become
inequitable as among the Guarantors, the Guarantors shall promptly modify and
amend this Section 9.06 to provide for an equitable allocation of contributions.
Any of the foregoing modifications and amendments shall be in writing and signed
by all Guarantors.

         9.07. Asset of Party to Which Contribution is Owing. The Guarantors
acknowledge that the right to contribution hereunder shall constitute an asset
in favor of the Guarantor to which such contribution is owing.

         9.08. Subordination. No payments payable by a Guarantor pursuant to the
terms of this Section 9 shall be paid until all amounts then due and payable by
the Borrowers to any Bank, pursuant to the terms of the Credit Documents, are
paid in full in cash. Nothing contained in this Section 9 shall affect the
indebtedness, liabilities or obligations of any Guarantor to the Agent or any
Bank under this Agreement, the Credit Agreement or any other Credit Documents.

Exhibit D to Credit Agreement - Page 5

<PAGE>

         Section 10. Miscellaneous.

         10.01. Addresses for Notices. All notices and other communications
provided for hereunder shall be in writing, including telegraphic communication,
and delivered or teletransmitted to the Agent, as set forth in the Credit
Agreement, and to each Guarantor, at the address set forth beside such
Guarantor's name on Annex 1 hereto or in the Accession Agreement executed by
such Guarantor, or to such other address as shall be designated by any Guarantor
or the Agent in written notice to the other parties. All such notices and other
communications shall be effective when delivered or teletransmitted to the above
addresses.

         10.02. Amendments, Etc. No waiver of any provision of this Agreement
nor consent to any departure by any Guarantor therefrom shall be effective
unless the same shall be in writing and signed by the Agent, the Majority Banks
and the Borrowers, and no amendment of this Agreement shall be effective unless
the same shall be in writing and signed by each Guarantor and the Agent, with
the consent of the Majority Banks; provided, however, that any amendment or
waiver releasing any Guarantor from any liability hereunder shall be signed by
all the Banks; provided, further, however, that any waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given. Notwithstanding the foregoing, in the event that any Subsidiary of the
Company hereafter is required in a accordance with the terms of the Credit
Agreement or otherwise agrees to become a guarantor of the Borrowers'
obligations under the Credit Documents, then such Subsidiary may become a party
to this Agreement by executing an Accession Agreement ("Accession Agreement") in
the form attached hereto as Annex 2, and each Guarantor and the Agent hereby
agrees that, upon such Subsidiary's execution of such Accession Agreement, this
Agreement shall be deemed to have been amended to make such Person a Guarantor
hereunder for all purposes and a party hereto and no signature is required on
behalf of the other Guarantors or the Agent to make such an amendment to this
Agreement effective.

         10.03. No Waiver; Remedies. No failure on the part of the Agent or any
Bank to exercise, and no delay in exercising, any right hereunder shall operate
as a waiver thereof; nor shall any single or partial exercise of any right
hereunder preclude any other or further exercise thereof or the exercise of any
other right. The remedies herein provided are cumulative and not exclusive of
any remedies provided by law.

         10.04. Right of Set-Off. Upon the occurrence and during the continuance
of any Event of Default, the Agent and the Banks are hereby authorized at any
time, to the fullest extent permitted by law, to set off and apply any deposits
(general or special, time or demand, provisional or final) and other
indebtedness owing by the Agent or the Banks to the account of any Guarantor
against any and all of the obligations of such Guarantor under this Agreement,
irrespective of whether or not the Agent or the Banks shall have made any demand
under this Agreement and although such obligations may be contingent and
unmatured. The Agent and the Banks agree promptly to notify each Guarantor
affected by any such set-off after any such set-off and application made by the
Agent or the Banks provided that the failure to give such notice shall not
affect the validity of such set-off and application. The rights of the Agent and
the Banks under this Section 10.04 are in addition to other rights and remedies
(including, without limitation, other rights of set-off) which the Agent and the
Banks may have.

Exhibit D to Credit Agreement - Page 6

<PAGE>

         10.05. Continuing Guaranty; Transfer of Interest. This Agreement shall
create a continuing guaranty and shall (a) remain in full force and effect until
payment in full and termination of the Guaranteed Obligations, (b) be binding
upon each Guarantor, its successors, and assigns, and (c) inure, together with
the rights and remedies of the Agent hereunder, to the benefit of the Agent, the
Banks and their respective successors, transferees and assigns. Without limiting
the generality of the foregoing clause, when any Bank assigns or otherwise
transfers any interest held by it under the Credit Agreement or other Credit
Document to any other Person pursuant to the terms of the Credit Agreement or
other Credit Document, that other Person shall thereupon become vested with all
the benefits held by such Bank under this Agreement. Subject to Section 5, upon
the payment in full and termination of the Guaranteed Obligations, the
guaranties granted hereby shall terminate and all rights hereunder shall revert
to each Guarantor to the extent such rights have not been applied pursuant to
the terms hereof. Subject to Section 5, upon any such termination, the Agent
will, at each Guarantor's expense, execute and deliver to such Guarantor such
documents as such Guarantor shall reasonably request and take any other actions
reasonably requested to evidence or effect such termination.

         10.06. Governing Law. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Texas. Each
Guarantor hereby irrevocably submits to the jurisdiction of any Texas state or
federal court sitting in Dallas, Texas in any action or proceeding arising out
of or relating to this Agreement and the other Credit Documents, and such
Guarantor hereby irrevocably agrees that all claims in respect of such action or
proceeding may be heard and determined in such court. Each Guarantor hereby
irrevocably waives, to the fullest extent it may effectively do so, any right it
may have to the defense of an inconvenient forum to the maintenance of such
action or proceeding. Each Guarantor hereby agrees that service of copies of the
summons and complaint and any other process which may be served in any such
action or proceeding may be made by mailing or delivering a copy of such process
to such Guarantor at its address specified below. Each Guarantor agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Section 10.06 shall affect the rights of any
Bank or the Agent to serve legal process in any other manner permitted by the
law or affect the right of any Bank or the Agent to bring any action or
proceeding against any Guarantor or its Property in the courts of any other
jurisdiction.

         10.07. WAIVERS OF JURY TRIAL. EACH GUARANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT TO WHICH IT IS A PARTY OR TO ANY
COUNTERCLAIM THEREIN.

         10.08. Binding Arbitration.

                  (a)      Arbitration. The Guarantors and the Agent agree, upon
         demand, to submit to binding arbitration all claims, disputes and
         controversies between or among them (and their respective employees,
         officers, directors, attorneys and other agents), whether in tort,
         contract or otherwise arising out of or relating to in any way this
         Agreement or the Credit Documents and their negotiation, execution,
         collateralization, administration,

Exhibit D to Credit Agreement - Page 7

<PAGE>

         repayment, modification, extension, substitution, formation,
         inducement, enforcement, default or termination.

                  (b)      Governing Rules. Any arbitration proceeding will (i)
         proceed in a location in Texas selected by the American Arbitration
         Association ("AAA"); (ii) be governed by the Federal Arbitration Act
         (Title 9 of the United States Code), notwithstanding any conflicting
         choice of law provision in any of the documents between the parties;
         and (iii) be conducted by the AAA, or such other administrator as the
         parties shall mutually agree upon, in accordance with the AAA's
         commercial dispute resolution procedures, unless the claim or
         counterclaim is at least $1,000,000.00 exclusive of claimed interest,
         arbitration fees and costs in which case the arbitration shall be
         conducted in accordance with the AAA's optional procedures for large,
         complex commercial disputes (the commercial dispute resolution
         procedures or the optional procedures for large, complex commercial
         disputes to be referred to, as applicable, as the "Rules"). If there is
         any inconsistency between the terms ----- hereof and the Rules, the
         terms and procedures set forth herein shall control. Any Person who
         fails or refuses to submit to arbitration following a demand by any
         other Person shall bear all costs and expenses incurred by such other
         Person in compelling arbitration of any dispute. Nothing contained
         herein shall be deemed to be a waiver by any Person that is a bank of
         the protections afforded to it under 12 U.S.C. Section 91 or any
         similar applicable state law.

                  (c)      No Waiver of Provisional Remedies, Self-Help and
         Foreclosure. The arbitration requirement does not limit the right of
         any Person to (i) foreclose against real or personal property
         collateral; (ii) exercise self-help remedies relating to collateral or
         proceeds of collateral such as setoff or repossession; or (iii) obtain
         provisional or ancillary remedies such as replevin, injunctive relief,
         attachment or the appointment of a receiver, before during or after the
         pendency of any arbitration proceeding. This exclusion does not
         constitute a waiver of the right or obligation of any Person to submit
         any dispute to arbitration or reference hereunder, including those
         arising from the exercise of the actions detailed in clauses (i), (ii)
         and (iii) of this Section 10.08(c) .

                  (d)      Arbitrator Qualifications and Powers. Any arbitration
         proceeding in which the amount in controversy is $5,000,000.00 or less
         will be decided by a single arbitrator selected according to the Rules,
         and who shall not render an award of greater than $5,000,000.00. Any
         dispute in which the amount in controversy exceeds $5,000,000.00 shall
         be decided by majority vote of a panel of three arbitrators; provided
         however, that all three arbitrators must actively participate in all
         hearings and deliberations. The arbitrator will be a neutral attorney
         licensed in the State of Texas with a minimum of ten years experience
         in the substantive law applicable to the subject matter of the dispute
         to be arbitrated. The arbitrator will determine whether or not an issue
         is arbitratable and will give effect to the statutes of limitation in
         determining any claim. In any arbitration proceeding the arbitrator
         will decide (by documents only or with a hearing at the arbitrator's
         discretion) any pre-hearing motions which are similar to motions to
         dismiss for failure to state a claim or motions for summary
         adjudication. The arbitrator shall resolve all disputes in accordance
         with the substantive law of Texas and may grant any remedy or relief
         that a court of such state could order or grant within the scope hereof

Exhibit D to Credit Agreement - Page 8

<PAGE>

         and such ancillary relief as is necessary to make effective any award.
         The arbitrator shall also have the power to award recovery of all costs
         and fees, to impose sanctions and to take such other action as the
         arbitrator deems necessary to the same extent a judge could pursuant to
         the Federal Rules of Civil Procedure, the Texas Rules of Civil
         Procedure or other applicable law. Judgment upon the award rendered by
         the arbitrator may be entered in any court having jurisdiction. The
         institution and maintenance of an action for judicial relief or pursuit
         of a provisional or ancillary remedy shall not constitute a waiver of
         the right of any Person, including the plaintiff, to submit the
         controversy or claim to arbitration if any other Person contests such
         action for judicial relief.

                  (e)      Discovery. In any arbitration proceeding discovery
         will be permitted in accordance with the Rules. All discovery shall be
         expressly limited to matters directly relevant to the dispute being
         arbitrated and must be completed no later than 20 days before the
         hearing date and within 180 days of the filing of the dispute with the
         AAA.

         Any requests for an extension of the discovery periods, or any
         discovery disputes, will be subject to final determination by the
         arbitrator upon a showing that the request for discovery is essential
         for the such Person's presentation and that no alternative means for
         obtaining information is available.

                  (f)      Class Proceedings and Consolidations. The resolution
         of any dispute arising pursuant to the terms of this Agreement shall be
         determined by a separate arbitration proceeding and such dispute shall
         not be consolidated with other disputes or included in any class
         proceeding.

                  (g)      Payment Of Arbitration Costs And Fees. The arbitrator
         shall award all costs and expenses of the arbitration proceeding.

                  (h)      Miscellaneous. To the maximum extent practicable, the
         AAA, the arbitrators, the Guarantors and the Agent shall take all
         action required to conclude any arbitration proceeding within 180 days
         of the filing of the dispute with the AAA. No arbitrator or other
         Person that is a party to an arbitration proceeding may disclose the
         existence, content or results thereof, except for disclosures of
         information by a Person required in the ordinary course of its business
         or by applicable law or regulation. If more than one agreement for
         arbitration by or between the Guarantors and the Agent potentially
         applies to a dispute, the arbitration provision most directly related
         to this Agreement or the Credit Documents or the subject matter of the
         dispute shall control. This arbitration provision shall survive
         termination, amendment or expiration of any of the Credit Documents or
         any relationship between or among the Borrower, the Guarantors, the
         Agent, the Issuing Bank and/or the Banks.

         10.09. ENTIRE AGREEMENT. PURSUANT TO SECTION 26.02 OF THE TEXAS
BUSINESS AND COMMERCE CODE, A LOAN AGREEMENT IN WHICH THE AMOUNT INVOLVED IN THE
LOAN AGREEMENT EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE LOAN
AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY'S
AUTHORIZED REPRESENTATIVE.

Exhibit D to Credit Agreement - Page 9

<PAGE>

         THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO
THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN LOAN
AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY
AND MERGED INTO THE LOAN AGREEMENT. THIS WRITTEN AGREEMENT AND THE CREDIT
DOCUMENTS, AS DEFINED IN THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

         10.10. Subordination of Indebtedness and Liens. In connection with this
Agreement, each Guarantor hereby agrees as follows:

         (a)      The payment of any and all principal of and interest on the
Subordinated Indebtedness (as defined below) shall in all respects be
subordinate and junior in right of payment and enforcement to the prior payment
and enforcement in full of all Guaranteed Obligations as provided in this
Section 10.10. The Subordinated Indebtedness shall not be payable, and no
payment of principal, interest or other amounts on account thereof, and no
property or guaranty of any nature to secure, guarantee or pay the Subordinated
Indebtedness shall be made or given, directly or indirectly by or on behalf of
any Debtor (hereafter defined) or received, accepted, retained or applied by any
Guarantor unless and until the Guaranteed Obligations shall have been
irrevocably paid and performed in full. If any sums shall be paid to any
Guarantor or any Affiliate of a Guarantor by any Debtor or any other Person on
account of the Subordinated Indebtedness when such payment is not permitted
hereunder, such sums shall be held in trust by such Guarantor or such Affiliate
of a Guarantor for the benefit of the Agent and the Banks and shall forthwith be
delivered to the Agent without affecting the liability of such Guarantor or such
Affiliate of a Guarantor under this Agreement and may be applied by the Agent
against the Guaranteed Obligations in accordance with the Credit Agreement. Upon
the request of the Agent, each Guarantor shall execute, deliver and endorse to
the Agent such documentation as the Agent may request to perfect, preserve and
enforce its rights hereunder. For purposes of this Agreement and with respect to
each Guarantor, the term "Subordinated Indebtedness" means all indebtedness,
liabilities and obligations of the Company or any Subsidiary of the Company
other than such Guarantor (the Company and such Subsidiaries of the Borrower
hereinafter called the "Debtors") to such Guarantor, whether such indebtedness,
liabilities and obligations now exist or are hereafter incurred or arise, or are
primary, absolute, secondary, direct, indirect, fixed, contingent, liquidated,
unliquidated, secured or unsecured, matured or unmatured, joint, several, joint
and several, or otherwise, and irrespective of whether such indebtedness,
liabilities or obligations are evidenced by a note, contract, open account or
otherwise, and irrespective of the Person or Persons in whose favor such
indebtedness, obligations or liabilities may, at their inception, have been, or
may hereafter be created, or the manner in which they have been or may hereafter
be acquired by such Guarantor;

         (b)      Any and all Liens (including any judgment Liens) upon any
Debtor's property or assets securing payment of any Subordinated Indebtedness
(the "Subordinated Liens") shall be and remain inferior and subordinate to any
and all Liens, if any exist, upon any Debtor's assets securing payment of the
Guaranteed Obligations or any part thereof, regardless of whether such
Subordinated Liens presently exist or are hereafter created or when such
Subordinated Liens

Exhibit D to Credit Agreement - Page 10

<PAGE>

were created, perfected, filed or recorded. Each Guarantor shall not exercise
or enforce any creditors' rights or remedies that it may have against any Debtor
or foreclose, repossess, sequester or otherwise institute any action or
proceeding (whether judicial or otherwise, including, without limitation, the
commencement of, or joinder in, any bankruptcy, insolvency, reorganization,
liquidation, receivership or other debtor relief law) to enforce any
Subordinated Lien on any property or assets of any Debtor unless and until the
Guaranteed Obligations shall have been irrevocably paid and performed in full;

         (c)      In the event of any receivership, bankruptcy, reorganization,
rearrangement, debtor's relief or other insolvency proceeding involving any
Debtor as debtor, the Agent shall have the right to prove and vote any claim
under the Subordinated Indebtedness and to receive directly from the receiver,
trustee or other court custodian all dividends, distributions and payments made
in respect of the Subordinated Indebtedness until the Guaranteed Obligations
have been irrevocably paid and performed in full. The Agent may apply any such
dividends, distributions and payments against the Guaranteed Obligations in
accordance with the Credit Agreement;

         (d)      All promissory notes, accounts receivable, ledgers, records or
any other evidence of Subordinated Indebtedness, and all mortgages, deeds of
trust, security agreements, assignments and other security documents evidencing
the Subordinated Liens, shall contain a specific written notice thereon that the
indebtedness and Liens evidenced thereby are subordinated under the terms of
this Agreement; and

         (e)      The terms and provisions of this Section 10.10 are given by
each Guarantor as additional rights, remedies and benefits to any and all other
subordination agreements heretofore, concurrently herewith or hereafter executed
by such Guarantor to or in favor of the Agent or any Bank, and nothing in this
Agreement shall ever be deemed to in any way negate or replace any other such
previous, concurrent or subsequent subordination agreements.

                     [REMAINDER OF PAGE INTENTIONALLY BLANK]

Exhibit D to Credit Agreement - Page 11

<PAGE>

         Each Guarantor has caused this Agreement to be duly executed as of the
date first above written.

                                        GUARANTORS:

                                        ARKANSAS UNDERWRITERS CORPORATION
                                        FREIGHTVALUE, INC.
                                        ABF FREIGHT SYSTEM DE MEXICO, INC.
                                        LAND-MARINE CARGO, INC.

                                        By: _________________________________
                                            Judy R. McReynolds
                                            Assistant Treasurer

Exhibit D to Credit Agreement - Page 12

<PAGE>

                                     ANNEX 1
                to Subsidiary Guaranty and Contribution Agreement

                       ADDRESSES OF GUARANTORS FOR NOTICES

<TABLE>
<CAPTION>
            Name of                          Jurisdiction              Address of
          Subsidiary                       of Incorporation        Principal Office
----------------------------------         ----------------     -----------------------
<S>                                        <C>                  <C>
ABF Freight System De Mexico, Inc.             Delaware         3801 Old Greenwood Road
                                                                Fort Smith, AR 72903

Arkansas Underwriters Corporation              Arkansas         3801 Old Greenwood Road
                                                                Fort Smith, AR 72903

Freightvalue, Inc.                             Arkansas         3801 Old Greenwood Road
                                                                Fort Smith, AR 72903

Land-Marine Cargo, Inc.                      Puerto Rico        3801 Old Greenwood Road
                                                                Fort Smith, AR 72903
</TABLE>

Exhibit D to Credit Agreement - Page 13

<PAGE>

                                     ANNEX 2
                to Subsidiary Guaranty and Contribution Agreement

                               ACCESSION AGREEMENT

         ________________ [NAME OF SUBSIDIARY], a ___________________
[corporation] [limited liability company] (the "Subsidiary"), hereby agrees with
(i) Wells Fargo Bank, National Association, as Administrative Agent (the
"Agent") under the Credit Agreement dated as of September 26, 2003 among
Arkansas Best Corporation, a Delaware corporation which is the direct or
indirect shareholder of the Subsidiary, the other borrowers thereto, the lenders
party thereto (as the same may be amended, restated or otherwise modified from
time to time, the "Credit Agreement"; unless otherwise defined in this Accession
Agreement, capitalized terms used herein shall have the same meanings herein as
defined in the Credit Agreement), and (ii) the parties to the Subsidiary
Guaranty and Contribution Agreement dated as of ______________ ___, 2003 (as the
same may be amended, restated or otherwise modified from time to time, the
"Guaranty Agreement") executed in connection with the Credit Agreement, as
follows:

         The Subsidiary hereby agrees and confirms that, as of the date hereof,
it (a) intends to be a party to the Guaranty Agreement and undertakes to
guaranty payment of the Guaranteed Obligations in accordance with the Guaranty
Agreement and to pay and perform all the indebtedness, liabilities and
obligations expressed therein of a Guarantor (as defined in the Guaranty
Agreement), (b) agrees to be bound by all of the provisions of the Guaranty as
if it had been an original party to such Guaranty, and (c) confirms that the
representations and warranties set forth in the Guaranty with respect to the
Subsidiary, a party thereto, are true and correct in all material respects as of
the date of this Accession Agreement.

         For purposes of notices under the Guaranty, the address for the
Subsidiary is as follows:

         Attention:        _____________________
         Telephone:        _____________________
         Telecopy:         _____________________

         This Accession Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.

         IN WITNESS WHEREOF this Accession Agreement was executed and delivered
as of the ____ day of _______________, _____.

                                       [NAME OF SUBSIDIARY]
                                       By: _____________________________________
                                       Name: ___________________________________
                                       Title: __________________________________

Exhibit D to Credit Agreement - Page 14

<PAGE>

                                    EXHIBIT E

                         INCREASED COMMITMENT AGREEMENT

         This INCREASED COMMITMENT AGREEMENT (this "Agreement") is dated as of
____________________, _____ and entered into by and among Arkansas Best
Corporation, a Delaware corporation, ABF Aviation, LLC, an Arkansas limited
liability company, ABF Cartage, Inc., a Delaware corporation, ABF Farms, Inc.,
an Arkansas corporation, ABF Freight System, Inc., a Delaware corporation,
Agricultural Express of America, Inc., a Delaware corporation, Clipper Exxpress
Company, a Delaware corporation, Arkansas Best Airplane Leasing, Inc., an
Arkansas corporation, Tread-Ark Investment Corporation, a Nevada corporation,
Data-Tronics Corp., an Arkansas corporation, Fleetnet America, LLC, a Delaware
limited liability company, Transport Realty, Inc., an Arkansas corporation, and
Tread-Ark Corporation, a Delaware corporation (collectively, the "Borrowers"),
each of the banks or other lending institutions which is a signatory hereto
(individually a "Supplementing Bank" and collectively the "Supplementing
Banks"), and Wells Fargo Bank, National Association, as Administrative Agent for
itself and the Banks (in such capacity, together with its successors in such
capacity, the "Agent"); and is made with reference to that certain Amended and
Restated Credit Agreement dated as of September 26, 2003 (as the same may be
amended, restated, supplemented, renewed, extended or otherwise modified, the
"Credit Agreement"), by and among the Borrowers, the lenders parties thereto,
Fleet National Bank and SunTrust Bank, as Co-Syndication Agents, Wachovia Bank,
National Association and The Bank of Tokyo-Mitsubishi, Ltd., as Co-Documentation
Agents, and the Agent, as Administrative Agent. Unless otherwise defined in this
Agreement, capitalized terms used herein shall have the same meanings herein as
defined in the Credit Agreement.

                                    RECITALS

         WHEREAS, pursuant to Section 2.17 of the Credit Agreement, the
Borrowers and the Supplementing Banks are entering into this Increased
Commitment Agreement to provide for the increase of the aggregate Commitments;

         WHEREAS, the Borrowers desire to increase the aggregate Commitments and
the Supplementing Banks agree to provide such increase as set forth in this
Agreement;

         NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto hereby agree as
follows:

Section 1. Increase in Commitments. Subject to the terms and conditions hereof,
         each Supplementing Bank severally agrees (a) to increase it Commitment
         by the amount set forth opposite its name on its signature page hereto
         under the heading "Increase in Commitment" and (b) that, after giving
         effect to this Agreement, its total Commitment shall be the amount set
         forth opposite its name on its signature page hereto under the heading
         "Total Commitment."

Section 2. Conditions to Effectiveness. Section 1 of this Agreement shall become
         effective only upon the satisfaction of the following conditions
         precedent:

Exhibit E to Credit Agreement - Page 1

<PAGE>

         (i)   receipt by the Agent of an opinion of counsel to the Borrowers as
               to such of the matters referred to in Exhibit K to the Credit
               Agreement as such matters relate to this Agreement or are
               otherwise relevant hereto in the judgment of the Agent, dated the
               date hereof and satisfactory in form and substance to the Agent;

         (ii)  receipt by the Agent of certified copies of all corporate action
               taken by the Borrowers to authorize the execution, delivery and
               performance of this Agreement; and

         (iii) receipt by the Agent of a certificate of the Secretary or an
               Assistant Secretary of each Borrower certifying the names and
               true signatures of the officers of the Borrower authorized to
               sign this Agreement and the other documents to be delivered
               hereunder.

Section 3. Supplementing Banks Representations and Warranties. Each
         Supplementing Bank that is not currently a Bank party to the Credit
         Agreement hereby (a) confirms that it has received a copy of the Credit
         Agreement, together with, (i) in the event that the date of this
         Agreement is prior to the date of delivery of the initial financial
         statements required to be delivered pursuant to Section 5.6(b) of the
         Credit Agreement, copies of the financial statements referred to in
         Section 4.5 of the Credit Agreement or (ii) in the event that the date
         of this Agreement is after the date of delivery of the initial
         financial statements required to be delivered pursuant to Section
         5.6(b) of the Credit Agreement, copies of the most recent financial
         statements delivered pursuant to Section 5.6(b) of the Credit
         Agreement, and such other documents and information as it has deemed
         appropriate to make its own credit analysis and decision to enter into
         this Agreement; (b) agrees that it has, independently and without
         reliance upon the Agent, the Co-Syndication Agents or any other Bank
         and based on such documents and information as it has deemed
         appropriate, made its own credit analysis and decision to enter into
         this Agreement; (c) agrees that it will, independently and without
         reliance upon the Agent, the Co-Syndication Agents 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 decisions in
         taking or not taking action under the Credit Agreement or any other
         Credit Document; (d) appoints and authorizes the Agent to take such
         action as agent on its behalf and to exercise such powers and
         discretion under the Credit Agreement as are delegated to the Agent by
         the terms thereof, together with such powers and discretion as are
         reasonably incidental thereto; (e) agrees that it will perform in
         accordance with their terms all of the obligations which by the terms
         of the Credit Agreement or any other Credit Document are required to be
         performed by it as a Bank; (f) specifies as its Domestic Lending Office
         (and address for notices) and Eurodollar Lending Office the offices set
         forth beneath its name on the signature pages hereof; (g) attaches the
         forms prescribed by the Internal Revenue Service of the United States
         certifying as to such Supplementing Bank's status for purposes of
         determining exemption from United States withholding taxes with respect
         to all payments to be made to such Supplementing Bank under the Credit
         Agreement and its Notes or such other documents as are necessary to
         indicate that all such payments are

Exhibit E to Credit Agreement - Page 2

<PAGE>

         subject to such rates at a rate reduced by an applicable tax treaty(1);
         and (h) represents that it is an Eligible Assignee.

Section 4. Borrowers Representations and Warranties. In order to induce the
         Supplementing Banks to enter into this Agreement and to supplement the
         Credit Agreement in the manner provided herein, the Borrowers represent
         and warrant to Agent and each Supplementing Bank that (a) the
         representations and warranties contained in Article IV of the Credit
         Agreement are and will be true, correct and complete in all material
         respects on and as of the date hereof and (b) no Default or Event of
         Default has occurred and is continuing or will result from the
         consummation of the transactions contemplated by this Agreement.

Section 5. Effect of Supplement. The terms and provisions set forth in this
         Agreement shall modify and supersede all inconsistent terms and
         provisions set forth in the Credit Agreement and except, as expressly
         modified and superseded by this Agreement, the terms and provisions of
         the Credit Agreement are ratified and confirmed and shall continue in
         full force and effect. The Borrower, the Agent and the Supplementing
         Banks hereby agree that the Credit Agreement, as supplemented hereby,
         shall continue to be legal, valid, binding and enforceable in
         accordance with its terms. Any and all agreements, documents or
         instruments now or hereafter executed and delivered pursuant to the
         terms hereof or pursuant to the terms of the Credit Agreement, as
         supplemented hereby, are hereby amended so that any reference therein
         to the Credit Agreement shall mean a reference to the Credit Agreement
         as supplemented hereby.

Section 6. Governing Law. This Agreement shall be governed by, and construed in
         accordance with, the laws of the State of Texas.

Section 7. Execution in Counterparts. This Agreement may be executed in any
         number of counterparts and by different parties hereto in separate
         counterparts, each of which when so executed shall be deemed an
         original and all of which taken together shall constitute one and the
         same agreement.

Section 8. ENTIRE AGREEMENT. THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS,
         AS DEFINED IN THE CREDIT AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG
         THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY
         NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
         ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS AMONG THE
         PARTIES.

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

--------------------
(1)      If such Supplementing Bank is organized under the laws of a
         jurisdiction outside the United States.

Exhibit E to Credit Agreement - Page 3

<PAGE>

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Exhibit E to Credit Agreement - Page 4

<PAGE>

                                        BORROWERS:

                                        ARKANSAS BEST CORPORATION

                                        By: ____________________________________
                                            Name:  David E. Loeffler
                                            Title: Vice President and
                                                   Chief Financial Officer

                                        ABF FARMS, INC.
                                        ABF CARTAGE, INC.
                                        TRANSPORT REALTY, INC.
                                        CLIPPER EXXPRESS COMPANY
                                        FLEETNET AMERICA, LLC
                                        AGRICULTURAL EXPRESS OF AMERICA,
                                        INC.
                                        DATA-TRONICS CORP.
                                        TREAD-ARK CORPORATION

                                        By: ____________________________________
                                            David E. Loeffler
                                            Treasurer

                                        TREAD-ARK INVESTMENT CORPORATION
                                        ABF FREIGHT SYSTEM, INC.

                                        By: ____________________________________
                                            David E. Loeffler
                                            Assistant Treasurer

                                        ARKANSAS BEST AIRPLANE LEASING, INC.
                                        ABF AVIATION, LLC

                                        By: ____________________________________
                                            David E. Loeffler
                                            Vice President and Treasurer

Exhibit E to Credit Agreement - Page 5

<PAGE>

                                        SUPPLEMENTING BANKS:

Increase in Commitment:                 ________________________________________

$ _______________________

Total Commitment:                       By: ____________________________________
                                        Name: __________________________________
$ _______________________               Title: _________________________________

                                        Domestic Lending Office:

                                        Address: _______________________________
                                        ________________________________________
                                        ________________________________________

                                        Attention: _____________________________
                                        Telecopy: ______________________________
                                        Telephone: _____________________________

                                        Eurodollar Lending Office:

                                        Address: _______________________________
                                        ________________________________________
                                        ________________________________________

                                        Attention: _____________________________
                                        Telecopy: ______________________________
                                        Telephone: _____________________________

Exhibit E to Credit Agreement - Page 6

<PAGE>

Increase in Commitment:                 ________________________________________

$ _______________________

Total Commitment:                       By: ____________________________________
                                        Name: __________________________________
$ _______________________               Title: _________________________________

                                        Domestic Lending Office:

                                        Address: _______________________________
                                        ________________________________________
                                        ________________________________________

                                        Attention: _____________________________
                                        Telecopy: ______________________________
                                        Telephone: _____________________________

                                        Eurodollar Lending Office:

                                        Address: _______________________________
                                        ________________________________________
                                        ________________________________________

                                        Attention: _____________________________
                                        Telecopy: ______________________________
                                        Telephone: _____________________________

Exhibit E to Credit Agreement - Page 7

<PAGE>

Increase in Commitment:                 ________________________________________

$ _______________________

Total Commitment:                       By: ____________________________________
                                        Name: __________________________________
$ _______________________               Title: _________________________________

                                        Domestic Lending Office:

                                        Address: _______________________________
                                        ________________________________________
                                        ________________________________________

                                        Attention: _____________________________
                                        Telecopy: ______________________________
                                        Telephone: _____________________________

                                        Eurodollar Lending Office:

                                        Address: _______________________________
                                        ________________________________________
                                        ________________________________________

                                        Attention: _____________________________
                                        Telecopy: ______________________________
                                        Telephone: _____________________________

Exhibit E to Credit Agreement - Page 8

<PAGE>

                                        AGENT:

                                        WELLS FARGO BANK, NATIONAL
                                        ASSOCIATION, AS THE AGENT

                                        By: ____________________________________
                                        Name: __________________________________
                                        Title: _________________________________

Exhibit E to Credit Agreement - Page 9

<PAGE>

                                 ACKNOWLEDGEMENT

         Each Guarantor hereby: (a) consents and agrees to this Agreement; (b)
agrees that the Subsidiary Guaranty and Contribution Agreement (i.e., the
"Guaranty" as such term is defined in the Credit Agreement referred to in this
Agreement) previously executed by the undersigned is in full force and effect
and continues to be its legal, valid and binding obligation enforceable in
accordance with its terms; and (c) agrees that the indebtedness, liabilities and
obligations of the Borrower arising as a result of the increase in the aggregate
Commitments contemplated by this Agreement are "Guaranteed Obligations" as
defined in such Subsidiary Guaranty and Contribution Agreement.

                                        GUARANTORS:

                                        [LIST ALL GUARANTORS]

                                        By: ____________________________________
                                        Name: __________________________________
                                        Title: _________________________________

Exhibit E to Credit Agreement - Page 10
<PAGE>

                                    EXHIBIT F

                               NOTICE OF BORROWING

                      As of _______________________, _____

Wells Fargo Bank, National Association,
as Administrative Agent under the Credit Agreement herein described
1445 Ross Avenue, 3rd Floor
Dallas, Texas 75201

Attention:        Mr. Preston L. Massey

Ladies and Gentlemen:

         Reference is made to that certain Amended and Restated Credit Agreement
dated as of September 26, 2003 (as the same may be amended, restated,
supplemented, renewed, extended or otherwise modified from time to time, the
"Credit Agreement"), among Arkansas Best Corporation, ABF Aviation, LLC, ABF
Cartage, Inc., ABF Farms, Inc., ABF Freight System, Inc., Agricultural Express
of America, Inc., Clipper Exxpress Company, Arkansas Best Airplane Leasing,
Inc., Tread-Ark Investment Corporation, Data-Tronics Corp., Fleetnet America,
LLC, Transport Realty, Inc., and Tread-Ark Corporation (collectively, the
"Borrowers"), the lenders parties thereto, Fleet National Bank and SunTrust
Bank, as Co-Syndication Agents, Wachovia Bank, National Association and The Bank
of Tokyo-Mitsubishi, Ltd., as Co-Documentation Agents, and Wells Fargo Bank,
National Association, as Administrative Agent. Unless otherwise defined in this
Notice of Borrowing, capitalized terms used herein shall have the same meanings
herein as defined in the Credit Agreement.

         The Borrower signing below hereby gives you this Notice of Borrowing
irrevocably, pursuant to Section 2.2(a) of the Credit Agreement. The Borrower
signing below hereby requests a Borrowing, and in connection with that request
sets forth below the information relating to such Borrowing (the "Proposed
Borrowing") as required by Section 2.2(a) of the Credit Agreement:

                  (a)      The Business Day of the Proposed Borrowing is
         __________, 200__.

                  (b)      The Proposed Borrowing will be a [Revolving
         Borrowing] [Swingline Advance]. If such Proposed Borrowing is a
         Revolving Borrowing, such Borrowing will be composed of [Base Rate
         Advances] [Eurodollar Rate Advances].

                  (c)      The aggregate amount of the Proposed Borrowing is
         $________________.

                  (d)      The Interest Period for each Eurodollar Rate Advance
         made as part of the Proposed Borrowing is [28 days] [_____ month[s]].

                  (e)      The Proposed Borrowing will be made available to the
         Borrower signing below in the following bank account:

Exhibit F to Credit Agreement - Page 1

<PAGE>

                               Bank Name:        _______________________________
                               ABA or Routing #: _______________________________
                               Account Name:     _______________________________
                               Account Number:   _______________________________

         The undersigned hereby certifies that the following statements are true
and correct on the date hereof, and will be true on the date of the Proposed
Borrowing:

                  (i)      in the representations and warranties contained in
         the Credit Agreement, in Section 7 of the Guaranty, in the Foreign
         Stock Pledge Agreement, if any have been previously executed, and in
         the other Credit Documents are correct in all material respects, before
         and after giving effect to the Proposed Borrowing and the application
         of the proceeds therefrom, as though made on the date of the Proposed
         Borrowing;

                  (ii)     no Default has occurred and is continuing or would
         result from such Proposed Borrowing or from the application of the
         proceeds therefrom; and

                  (iii)    no Material Adverse Change has occurred.

                                      Very truly yours,

                                      [BORROWER]

                                      By:    ___________________________________
                                      Name:  ___________________________________
                                      Title: Chief Financial Officer

Exhibit F to Credit Agreement - Page 2

<PAGE>

                                    EXHIBIT G

                      NOTICE OF CONVERSION OR CONTINUATION

                          As of _______________, 200___

Wells Fargo Bank, National Association,
as Administrative Agent under the Credit Agreement herein described
1445 Ross Avenue, 3rd Floor
Dallas, Texas 75201

Attention:        Mr. Preston L. Massey

Ladies and Gentlemen:

         Reference is made to that certain Amended and Restated Credit Agreement
dated as of September 26, 2003 (as the same may be amended, restated,
supplemented, renewed, extended or otherwise modified from time to time, the
"Credit Agreement"), among the Arkansas Best Corporation, ABF Aviation, LLC, ABF
Cartage, Inc., ABF Farms, Inc., ABF Freight System, Inc., Agricultural Express
of America, Inc., Clipper Exxpress Company, Arkansas Best Airplane Leasing,
Inc., Tread-Ark Investment Corporation, Data-Tronics Corp., Fleetnet America,
LLC, Transport Realty, Inc., and Tread-Ark Corporation (collectively, the
"Borrowers"), the lenders parties thereto, Fleet National Bank and SunTrust
Bank, as Co-Syndication Agents, Wachovia Bank, National Association and The Bank
of Tokyo-Mitsubishi, Ltd., as Co-Documentation Agents, and Wells Fargo Bank,
National Association, as Administrative Agent. Unless otherwise defined in this
notice, capitalized terms used herein shall have the same meanings herein as
defined in the Credit Agreement.

         The Borrower signing below hereby gives you this Notice of Conversion
or Continuation (the "Notice") irrevocably, pursuant to Section 2.2(b) of the
Credit Agreement. The Borrower signing below hereby requests a Conversion or
continuation of an outstanding Borrowing, and in connection with that request
sets forth below the information relating to such Conversion or continuation
(the "Proposed Action") as required by Section 2.2(b) of the Credit Agreement:

                  (a)      The Business Day of the Proposed Action is
         _________________, _____.

                  (b)      After giving effect to the Proposed Action, the
         outstanding Borrowing will be a composed of [Base Rate Advances]
         [Eurodollar Rate Advances].

                  (c)      The aggregate amount of the outstanding Borrowing to
         be Converted or continued is $_____________ and presently consists of
         [Base Rate Advances] [Eurodollar Rate Advances].

                  (d)      The Proposed Action consists of [a Conversion to
         [Base Rate Advances] [Eurodollar Rate Advances]] [a continuation of
         [Base Rate Advances] [Eurodollar Rate Advances]].

                  (e)      The Interest Period for each Eurodollar Rate Advance
         made as part of the

Exhibit G to Credit Agreement - Page 1

<PAGE>

         Proposed Action is [28 days] [_____ month[s]].

                                      Very truly yours,

                                      [BORROWER]

                                      By:    ___________________________________
                                      Name:  ___________________________________
                                      Title: Chief Financial Officer

Exhibit G to Credit Agreement - Page 2

<PAGE>

                                    EXHIBIT H

                                 REVOLVING NOTE

$_______________________                                      September 26, 2003

         For value received, the undersigned Arkansas Best Corporation, a
Delaware corporation, ABF Aviation, LLC, an Arkansas limited liability company,
ABF Cartage, Inc., a Delaware corporation, ABF Farms, Inc., an Arkansas
corporation, ABF Freight System, Inc., a Delaware corporation, Agricultural
Express of America, Inc., a Delaware corporation, Clipper Exxpress Company, a
Delaware corporation, Arkansas Best Airplane Leasing, Inc., an Arkansas
corporation, Tread-Ark Investment Corporation, a Nevada corporation,
Data-Tronics Corp., an Arkansas corporation, Fleetnet America, LLC, a Delaware
limited liability company, Transport Realty, Inc., an Arkansas corporation, and
Tread-Ark Corporation, a Delaware corporation (collectively, the "Borrowers"),
hereby promises to pay to the order of _______________________ (the "Bank") the
principal amount of ______________ and ______/100 Dollars ($___________) or, if
less, the aggregate outstanding principal amount of each Revolving Advance (as
defined in the Credit Agreement referred to below) made or deemed to be made by
the Bank to the Borrower, together with interest on the unpaid principal amount
of each such Revolving Advance from the date of such Revolving Advance until
such principal amount is paid in full, at such interest rates, and at such
times, as are specified in the Credit Agreement.

         This Note is one of the Revolving Notes referred to in, and is entitled
to the benefits of, and is subject to the terms of, the Amended and Restated
Credit Agreement dated as of September 26, 2003 (as the same may be amended,
restated, supplemented, renewed, extended or otherwise modified from time to
time, the "Credit Agreement"), among the Borrowers, the lenders parties thereto,
Fleet National Bank and SunTrust Bank, as Co-Syndication Agents, Wachovia Bank,
National Association and The Bank of Tokyo-Mitsubishi, Ltd.., as
Co-Documentation Agents, and Wells Fargo Bank, National Association, as
Administrative Agent. Unless otherwise defined in this Note, capitalized terms
used herein shall have the same meanings herein as defined in the Credit
Agreement. The holder of this Note shall be entitled to, without limitation, the
benefits provided in the Credit Agreement as set forth herein. The Credit
Agreement, among other things, (a) provides for the making of Revolving Advances
by the Bank to the Borrowers from time to time in an aggregate amount not to
exceed at any time outstanding the Dollar amount first above mentioned, the
indebtedness of the Borrowers resulting from each such Revolving Advance being
evidenced by this Note, and (b) contains provisions for acceleration of the
maturity of this Note upon the happening of certain events stated in the Credit
Agreement and for prepayments of principal prior to the maturity of this Note
upon the terms and conditions specified in the Credit Agreement.

         Both principal and interest are payable in lawful money of the United
States of America to the Agent at 1445 Ross Avenue, 3rd Floor, Dallas, Texas
75201 (or at such other location or address as may be specified by the Agent to
the Borrowers) in same day funds. The Agent and/or the Bank shall record all
Revolving Advances and payments of principal made under this Note, but no
failure of the Agent and/or the Bank to make such recordings shall affect the
Borrowers' repayment obligations under this Note.

Exhibit H to Credit Agreement - Page 1

<PAGE>

         Except as specifically provided in the Credit Agreement, the Borrowers
and each surety, guarantor, endorser and other party liable for payment of any
sums of money payable on this Note hereby jointly and severally waive notice,
presentment, demand for payment, protest, notice of protest and non-payment or
dishonor, notice of intent to accelerate, notice of acceleration, notice of
intent to demand, any other notice of any kind, diligence in collecting, grace
and all other formalities of any kind, and consent to all extensions without
notice for any period or periods of time and partial payments, before or after
maturity, and any impairment of any collateral securing this Note, all without
prejudice to the holder of this Note. No failure to exercise, and no delay in
exercising, any rights hereunder on the part of the holder of this Note shall
operate as a waiver of such rights.

         THIS NOTE, TOGETHER WITH THE OTHER CREDIT DOCUMENTS, REPRESENT THE
FINAL AGREEMENT OF THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES.

Exhibit H to Credit Agreement - Page 2

<PAGE>

         This Note shall be governed by, and construed and enforced in
accordance with, the laws of the state of Texas (except that Tex. Finance Code,
Chapter 346, which regulates certain revolving credit loan accounts shall not
apply to this Note).

                                            ARKANSAS BEST CORPORATION

                                            By: ________________________________
                                                 Judy R. McReynolds
                                                 Vice President - Controller

                                            ABF FARMS, INC.
                                            ABF CARTAGE, INC.
                                            TRANSPORT REALTY, INC.
                                            CLIPPER EXXPRESS COMPANY
                                            FLEETNET AMERICA, LLC
                                            AGRICULTURAL EXPRESS OF AMERICA,
                                            INC.
                                            DATA-TRONICS CORP.
                                            TREAD-ARK CORPORATION
                                            TREAD-ARK INVESTMENT CORPORATION
                                            ABF FREIGHT SYSTEM, INC.
                                            ARKANSAS BEST AIRPLANE LEASING, INC.
                                            ABF AVIATION, LLC

                                            By: ________________________________
                                                 Judy R. McReynolds
                                                 Assistant Treasurer

Exhibit H to Credit Agreement - Page 3

<PAGE>

                                    EXHIBIT I

                                 SWINGLINE NOTE

$15,000,000                                                   September 26, 2003

         For value received, the undersigned Arkansas Best Corporation, a
Delaware corporation, ABF Aviation, LLC, an Arkansas limited liability company,
ABF Cartage, Inc., a Delaware corporation, ABF Farms, Inc., an Arkansas
corporation, ABF Freight System, Inc., a Delaware corporation, Agricultural
Express of America, Inc., a Delaware corporation, Clipper Exxpress Company, a
Delaware corporation, Arkansas Best Airplane Leasing, Inc., an Arkansas
corporation, Tread-Ark Investment Corporation, a Nevada corporation,
Data-Tronics Corp., an Arkansas corporation, Fleetnet America, LLC, a Delaware
limited liability company, Transport Realty, Inc., an Arkansas corporation, and
Tread-Ark Corporation, a Delaware corporation (collectively, the "Borrowers"),
hereby promises to pay to the order of Wells Fargo Bank, National Association
(the "Bank") the principal amount of Fifteen Million and No/100 Dollars
($15,000,000) or, if less, the aggregate outstanding principal amount of each
Swingline Advance (as defined in the Credit Agreement referred to below) made by
the Bank to the Borrowers, together with interest on the unpaid principal amount
of each such Swingline Advance from the date of such Swingline Advance until
such principal amount is paid in full, at such interest rates, and at such
times, as are specified in the Credit Agreement.

         This Note is the Swingline Note referred to in, and is entitled to the
benefits of, and is subject to the terms of, the Amended and Restated Credit
Agreement dated as of September 26, 2003 (as the same may be amended, restated,
supplemented, renewed, extended or otherwise modified from time to time, the
"Credit Agreement"), among the Borrowers, the lenders parties thereto, Fleet
National Bank and SunTrust Bank, as Co-Syndication Agents, Wachovia Bank,
National Association and The Bank of Tokyo-Mitsubishi, Ltd., as Co-Documentation
Agents, and Wells Fargo Bank, National Association, as Administrative Agent.
Unless otherwise defined in this Note, capitalized terms used herein shall have
the same meanings herein as defined in the Credit Agreement. The holder of this
Note shall be entitled to, without limitation, the benefits provided in the
Credit Agreement as set forth herein. The Credit Agreement, among other things,
(a) provides for the making of Swingline Advances by the Bank to the Borrowers
from time to time at the discretion of the Bank in an aggregate amount not to
exceed at any time outstanding the Dollar amount first above mentioned, the
indebtedness of the Borrowers resulting from each such Swingline Advance being
evidenced by this Note, and (b) contains provisions for acceleration of the
maturity of this Note upon the happening of certain events stated in the Credit
Agreement and for prepayments of principal prior to the maturity of this Note
upon the terms and conditions specified in the Credit Agreement.

         Both principal and interest are payable in lawful money of the United
States of America to the Bank at 1445 Ross Avenue, 3rd Floor, Dallas, Texas
75201 (or at such other location or address as may be specified by the Agent to
the Borrower) in same day funds. The Bank shall record all Swingline Advances
and payments of principal made under this Note, but no failure of the Bank to
make such recordings shall affect the Borrowers' repayment obligations under
this Note.

Exhibit I to Credit Agreement - Page 1

<PAGE>

         Except as specifically provided in the Credit Agreement, the Borrowers
and each surety, guarantor, endorser and other party liable for payment of any
sums of money payable on this Note hereby jointly and severally waive notice,
presentment, demand for payment, protest, notice of protest and non-payment or
dishonor, notice of intent to accelerate, notice of acceleration, notice of
intent to demand, any other notice of any kind, diligence in collecting, grace
and all other formalities of any kind, and consent to all extensions without
notice for any period or periods of time and partial payments, before or after
maturity, and any impairment of any collateral securing this Note, all without
prejudice to the holder of this Note. No failure to exercise, and no delay in
exercising, any rights hereunder on the part of the holder of this Note shall
operate as a waiver of such rights.

         THIS NOTE, TOGETHER WITH THE OTHER CREDIT DOCUMENTS, REPRESENT THE
FINAL AGREEMENT OF THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES.

Exhibit I to Credit Agreement - Page 2

<PAGE>

         This Note shall be governed by, and construed and enforced in
accordance with, the laws of the state of Texas (except that Tex. Finance Code,
Chapter 346, which regulates certain revolving credit loan accounts shall not
apply to this Note).

                                            ARKANSAS BEST CORPORATION

                                            By: ________________________________
                                                 Judy R. McReynolds
                                                 Vice President - Controller

                                            ABF FARMS, INC.
                                            ABF CARTAGE, INC.
                                            TRANSPORT REALTY, INC.
                                            CLIPPER EXXPRESS COMPANY
                                            FLEETNET AMERICA, LLC
                                            AGRICULTURAL EXPRESS OF AMERICA,
                                            INC.
                                            DATA-TRONICS CORP.
                                            TREAD-ARK CORPORATION
                                            TREAD-ARK INVESTMENT CORPORATION
                                            ABF FREIGHT SYSTEM, INC.
                                            ARKANSAS BEST AIRPLANE LEASING, INC.
                                            ABF AVIATION, LLC

                                            By: ________________________________
                                                 Judy R. McReynolds
                                                 Assistant Treasurer

Exhibit I to Credit Agreement - Page 3

<PAGE>

                                    EXHIBIT J

                           WITHHOLDING TAX CERTIFICATE

         Reference is made to that certain Amended and Restated Credit Agreement
dated as of September 26, 2003, among Arkansas Best Corporation, ABF Aviation,
LLC, ABF Cartage, Inc., ABF Farms, Inc., ABF Freight System, Inc., Agricultural
Express of America, Inc., Clipper Exxpress Company, Arkansas Best Airplane
Leasing, Inc., Tread-Ark Investment Corporation, Data-Tronics Corp., Fleetnet
America, LLC, Transport Realty, Inc., and Tread-Ark Corporation (collectively,
the "Borrowers"), the lenders parties thereto (the "Banks"), Fleet National Bank
and SunTrust Bank, as Co-Syndication Agents, Wachovia Bank, National Association
and The Bank of Tokyo-Mitsubishi, Ltd., as Co-Documentation Agents, and Wells
Fargo Bank, National Association, as administrative agent for the Banks (the
"Agent") (as the same may be amended, restated, supplemented, renewed, extended
or otherwise modified from time to time, the "Credit Agreement"). Unless
otherwise defined herein, capitalized terms used herein shall have the meanings
herein as defined in the Credit Agreement. __________________ (the "Non-U.S.
Bank") is providing this certificate pursuant to Section 2.11(e) of the Credit
Agreement. The Non-U.S. Bank hereby represents and warrants that:

         1.       The Non-U.S. Bank is the sole record and beneficial owner of
the Commitment and Advances in respect of which it is providing this
certificate.

         2.       The Non-U.S. Bank is not a "bank" for purposes of Section
881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the "Code"). In
this regard, the Non-U.S. Bank further represents and warrants that:

                           (a)      the Non-U.S. Bank is not subject to
                  regulatory or other legal requirements as a bank in any
                  jurisdiction; and

                           (b)      the Non-U.S. Bank has not been treated as a
                  bank for purposes of any tax, securities law or other filing
                  or submission made to any Governmental Authority, any
                  application made to a rating agency or qualification for any
                  exemption from tax, securities law or other legal
                  requirements.

         3.       The Non-U.S. Bank is not a 10-percent shareholder of the
Borrower within the meaning of Section 881(c)(3)(B) of the Code.

         4.       The Non-U.S. Bank is not a controlled foreign corporation
receiving interest from a related person within the meaning of Section
881(c)(3)(C) of the Code.

Exhibit J to Credit Agreement

<PAGE>

         IN WITNESS WHEREOF, the undersigned has duly executed this certificate.

                                            [NAME OF NON-U.S. BANK]

                                            By:    _____________________________
                                            Name:  _____________________________
                                            Title: _____________________________

                                            Date:  _____________________________

Exhibit J to Credit Agreement

<PAGE>

                                    EXHIBIT K

                 FORM OF BORROWERS'/GUARANTORS' COUNSEL OPINION

September 26, 2003

To Each of the Banks Party to the Credit
Agreement and Wells Fargo Bank,
National Association, as administrative
agent for the Banks

Ladies and Gentlemen:

         I have acted as counsel to Arkansas Best Corporation, a Delaware
corporation, ABF Aviation, LLC, an Arkansas limited liability company, ABF
Cartage, Inc., a Delaware corporation, ABF Farms, Inc., an Arkansas corporation,
ABF Freight System, Inc., a Delaware corporation, Agricultural Express of
America, Inc., a Delaware corporation, Clipper Exxpress Company, a Delaware
corporation, Arkansas Best Airplane Leasing, Inc., an Arkansas corporation,
Tread-Ark Investment Corporation, a Nevada corporation, Data-Tronics Corp., an
Arkansas corporation, Fleetnet America, LLC, a Delaware limited liability
company, Transport Realty, Inc., an Arkansas corporation, and Tread-Ark
Corporation, a Delaware corporation (collectively, the "Borrowers"), and the
Guarantors in connection with the Amended and Restated Credit Agreement dated as
of September 26, 2003 (the "Credit Agreement"), among the Borrowers, the lending
institutions party thereto (the "Banks"), Fleet National Bank and SunTrust Bank,
as Co-Syndication Agents, Wachovia Bank, National Association and The Bank of
Tokyo-Mitsubishi, Ltd., as Co-Documentation Agents, and Wells Fargo Bank,
National Association, as administrative agent for the Banks (the "Agent"). I
have been requested to render this opinion pursuant to Section 3.1(a)(iv) of the
Credit Agreement. Unless otherwise defined herein, capitalized terms used herein
shall have the same meanings herein as defined in the Credit Agreement. For
purposes of this opinion, the Borrowers and the Guarantors are collectively
referred to as the "Loan Parties".

         In connection with this opinion, I have examined and relied upon the
originals, or copies certified or otherwise identified to my satisfaction, of
such corporate documents and records of the Loan Parties and have received such
information from officers and representatives of the Loan Parties as I have
deemed necessary or appropriate to enable me to express the opinions expressed
below. I have also relied on certificates of officers of the Loan Parties and
certificates of public officials as to certain factual matters. For purposes of
this opinion, I have also examined each of the Credit Documents.

         In rendering my opinion, I have assumed (a) the genuineness of all
signatures, (b) the authenticity of all documents submitted to me as originals,
(c) the conformity to authentic original documents of all documents submitted to
me as certified, conformed or photostatic copies, and (d) the due authorization,
execution and delivery of all documents referred to herein by the parties
thereto other than the Loan Parties.

Exhibit L to Credit Agreement - Page 1

<PAGE>

         Based on the foregoing and subject to the further assumptions,
qualifications and limitations set forth below, and as may be disclosed in the
Credit Documents, I am of the opinion that:

         1.       Each of the Loan Parties is a corporation duly incorporated or
limited liability company duly organized, validly existing and in good standing
under the laws of the jurisdictions of its incorporation or organization (as
applicable).

         2.       Each of the Loan Parties has the requisite power to own or
hold under lease its assets and to carry on its businesses as now being
conducted and as proposed to be conducted.

         3.       Each of the Loan Parties is duly qualified as a foreign entity
and is authorized to do business in each jurisdiction where the character of the
properties owned or held under lease by it or the nature of the business
transacted by it makes such qualification necessary and where failure to so
qualify would have a material adverse effect on the business, operations or
financial condition of any of the Loan Parties.

         4.       To my knowledge after due inquiry, there are no legal or
arbitral proceedings or any proceedings by or before any governmental or
regulatory authority or agency, now pending or threatened against or affecting
any of the Loan Parties or the rights of any of the Loan Parties which could
reasonably be expected to have a material adverse effect on the financial
condition, operations or business of any of the Loan Parties or the ability of
any of the Loan Parties to perform its respective obligations under the Credit
Documents.

         5.       None of (a) the execution and delivery of the Credit
Documents, (b) the consummation of the transactions therein contemplated, or (c)
compliance with the terms and provisions thereof will (i) violate or result in a
breach of, or require any consent under, the certificate or articles, as the
case may be, of incorporation or organization or bylaws or other constitutional
document of any of the Loan Parties, or any law or regulation applicable to any
of the Loan Parties, or any of their respective properties, or any order, writ,
injunction or decree of any court or Governmental Authority or agency known to
us after due inquiry, (ii) violate or result in a breach of or a default under
any material agreement, document or instrument to which any of the Loan Parties
is a party or by which any of the Loan Parties or their respective properties
are bound, known to us after due inquiry (a "Material Contract"), or (iii)
except for the Liens permitted by the Agreement, result in the creation or
imposition of any Lien upon any of the revenues or assets of any of the Loan
Parties pursuant to the terms of any such Material Contract.

         6.       Each of the Loan Parties has all necessary power and authority
to execute, deliver and perform its respective obligations under the Credit
Documents to which it is a party, and the execution, delivery and performance by
each of the Loan Parties of the Credit Documents to which it is a party and the
obligations thereunder have been duly authorized by all necessary action.

         7.       Each of the Credit Documents to which any Loan Party is a
party have been duly and validly executed and delivered by such Loan Party and
constitutes the legal, valid and binding obligations of such Loan Party
enforceable against it in accordance with their respective

Exhibit L to Credit Agreement - Page 2

<PAGE>

terms, except that the enforceability thereof may be limited (a) by bankruptcy,
insolvency, reorganization, fraudulent conveyance or moratorium or other similar
laws relating to the enforcement of creditors' rights generally and (b) by
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

         8.       No authorizations, approvals or consents of, or filings or
registrations with, any governmental or regulatory authority or agency are
necessary for the execution, delivery or performance by any of the Loan Parties
of the Credit Documents to which it is a party, except for authorizations,
consents and approvals that have already been obtained and filings which have
already been made.

         9.       Neither the Company nor any of its Subsidiaries is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying margin stock (within the
meaning of Regulation U or X of the Board of Governors of the Federal Reserve
System).

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

         11.      Neither the Company nor any of its Subsidiaries is a "holding
company" or a "subsidiary of a holding company" or an "affiliate" of a "holding
company" or a "public utility" within the meaning of the Public Utility Holding
Company Act of 1935, as amended.

         The opinions expressed herein are as of the date hereof only, and I
assume no obligation to update or supplement such opinions to reflect any fact
or circumstance that may hereafter come to my attention or any change in law
that may occur or become effective.

         The foregoing opinion is, with your concurrence, predicated upon and
qualified in its entirety by the following:

         I am a member of the Bar of the State of Arkansas, and I express no
         opinion as to the laws of any jurisdiction, other than the Federal Laws
         of the United States of America, the Laws of the State of Arkansas, the
         Delaware General Corporation Law, and Delaware limited liability
         company law. Insofar as the foregoing opinion involves agreements that
         purport to be governed by Texas or other states' laws, I have assumed
         that such law is the same as the Law of the State of Arkansas.

         This opinion is solely for your benefit and may not be relied upon by
any person other than you and your counsel and any of your assignees and
participants.

Very truly yours,

Richard F. Cooper

Exhibit L to Credit Agreement - Page 3

<PAGE>

                                    EXHIBIT L

                                BORROWER JOINDER

         ________________ [NAME OF SUBSIDIARY], a ___________________
[corporation] [limited liability company] (the "Subsidiary"), hereby agrees with
Wells Fargo Bank, National Association, as Administrative Agent (the "Agent")
under the Credit Agreement dated as of September 26, 2003 among Arkansas Best
Corporation, a Delaware corporation which is the direct or indirect shareholder
of the Subsidiary, the other borrowers thereto, the lenders party thereto (as
the same may be amended, restated or otherwise modified from time to time, the
"Credit Agreement"; unless otherwise defined in this Borrower Joinder,
capitalized terms used herein shall have the same meanings herein as defined in
the Credit Agreement), as follows:

         The Subsidiary hereby agrees and confirms that, as of the date hereof,
it (a) intends to be a party to the Credit Agreement as a Borrower and
undertakes to pay and perform all the indebtedness, liabilities and obligations
expressed therein of a Borrower, (b) agrees to be bound by all of the provisions
of the Credit Agreement and the other Credit Documents to which Borrowers are a
party as if it had been an original party to the Credit Agreement and such other
Credit Documents, and (c) confirms that the representations and warranties set
forth in the Credit Agreement and the other Credit Documents with respect to the
Subsidiary are true and correct in all material respects as of the date of this
Borrower Joinder.

         For purposes of notices under the Credit Agreement, the address for the
Subsidiary is as follows:

         Attention: _____________________
         Telephone: _____________________
         Telecopy:  _____________________

         This Borrower Joinder shall be governed by and construed in accordance
with the laws of the State of Texas.

         IN WITNESS WHEREOF this Borrower Joinder was executed and delivered as
of the ____ day of _______________, _____.

                                            [NAME OF SUBSIDIARY]
                                            By:    _____________________________
                                            Name:  _____________________________
                                            Title: _____________________________

Exhibit L to Credit Agreement - Page 1

<PAGE>

Copies of schedules to the Amended and Restated Credit Agreement are available
upon request to:

Arkansas Best Corporation
3801 Old Greenwood Road
Fort Smith, Arkansas 72903
Attn: Richard F. Cooper, Vice-President-Administration, General Counsel and
Secretary
479-785-6130