<PAGE>
                                                                 EXHIBIT 10.8(a)

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

                      FIRST AMENDMENT TO CREDIT AGREEMENT,

                            dated as of May 5, 2005,

                                      among

                           W-H ENERGY SERVICES, INC.,
                                as the Borrower,

                         VARIOUS FINANCIAL INSTITUTIONS,
                                 as the Lenders,

                                       and

                     WELLS FARGO BANK, National Association,
                   as the Administrative Agent for the Lenders

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

                 CO-LEAD ARRANGER AND SOLE BOOK RUNNING MANAGER:

                     WELLS FARGO BANK, NATIONAL ASSOCIATION

                                CO-LEAD ARRANGER:

                           J.P. MORGAN SECURITIES INC.

                              CO-SYNDICATION AGENT:

                            JPMORGAN CHASE BANK, N.A.

                              CO-SYNDICATION AGENT:

                                  COMERICA BANK

                             CO-DOCUMENTATION AGENT;

                             THE BANK OF NOVA SCOTIA

                             CO-DOCUMENTATION AGENT:

                               WACHOVIA BANK, N.A.

                                 MANAGING AGENT:

                              CITIBANK TEXAS, N.A.

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




<PAGE>




                       FIRST AMENDMENT TO CREDIT AGREEMENT

                  THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "First
         Amendment"), dated as of May 5, 2005, is entered into among W-H ENERGY
         SERVICES, INC., a Texas corporation (the "Borrower"), each Subsidiary
         Guarantor, the lenders listed on the signature pages hereof as Lenders
         (the "Lenders"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as
         Administrative Agent, Swing Line Lender and Issuer.

                                   BACKGROUND

         A. The Borrower, the Lenders (other than the New Lenders defined
below), Credit Suisse First Boston, the Documentation Agent, the Syndication
Agent, and the Administrative Agent are parties to that certain Credit
Agreement, dated as of June 30, 2004 (the "Credit Agreement"). The terms defined
in the Credit Agreement and not otherwise defined herein shall be used herein as
defined in the Credit Agreement.

         B. The Borrower has requested (a) certain amendments to the Credit
Agreement and (b) to add Scotiabanc Inc. ("Scotia"), Wachovia Bank, National
Association ("Wachovia") and Bank of Scotland ("Scotland") (collectively, "New
Lenders") as lenders under the Credit Agreement.

         C. The Lenders and the Administrative Agent hereby agree to amend the
Credit Agreement, subject to the terms and conditions set forth herein.

                  NOW, THEREFORE, in consideration of the covenants, conditions
         and agreements hereafter set forth, and for other good and valuable
         consideration, the receipt and adequacy of which are all hereby
         acknowledged, the Borrower, the Subsidiary Guarantors, the Lenders and
         the Administrative Agent covenant and agree as follows:

         1.       AMENDMENTS.

         (a) Section 1.1 of the Credit Agreement is hereby amended by adding the
following defined terms thereto in alphabetical order to read as follows:

                  "Agreement Currency" has the meaning specified in Section
         10.21.

                  "Alternative Currency" means each of Euro, Pounds Sterling and
         each other currency (other than Dollars) that is approved in accordance
         with Section 1.6.

                  "Alternative Currency Equivalent" means, at any time, with
         respect to any amount denominated in Dollars, the equivalent amount
         thereof in the applicable Alternative Currency as determined by the
         Administrative Agent or the Issuer, as the case may be, at such time on
         the basis of the Spot Rate (determined in respect


                                        2
<PAGE>

         of the most recent Revaluation Date) for the purchase of such
         Alternative Currency with Dollars.

                  "Applicable Time" means, with respect to any borrowings and
         payments in any Alternative Currency, the local time in the place of
         settlement for such Alternative Currency as may be determined by the
         Administrative Agent or the Issuer, as the case may be, to be necessary
         for timely settlement on the relevant date in accordance with normal
         banking procedures in the place of payment.

                  "Cash Collateralize" means to pledge and deposit with or
         deliver to the Administrative Agent, for the benefit of each of the
         Issuer and the Lenders, as collateral for the Letter of Credit
         Outstandings, cash or deposit account balances pursuant to
         documentation in form and substance reasonably satisfactory to the
         Administrative Agent and the Issuer (which documents are hereby
         consented to by the Lenders). Derivatives of such term shall have
         corresponding meaning. The Borrower hereby grants the Administrative
         Agent, for the benefit of the Issuer and the Lenders, a Lien on all
         such cash and deposit account balances and all proceeds thereof. Cash
         collateral shall be maintained in blocked, non-interest bearing deposit
         accounts at Wells Fargo.

                  "Dollar Equivalent" means, at any time, (a) with respect to
         any amount denominated in Dollars, such amount, and (b) with respect to
         any amount denominated in any Alternative Currency, the equivalent
         amount thereof in Dollars as determined by the Administrative Agent or
         the Issuer, as the case may be, at such time on the basis of the Spot
         Rate (determined in respect of the most recent Revaluation Date) for
         the purchase of Dollars with such Alternative Currency.

                  "EMU" means the economic and monetary union in accordance with
         the Treaty of Rome 1957, as amended by the Single European Act 1986,
         the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998.

                  "EMU Legislation" means the legislative measures of the
         European Council for the introduction of, changeover to or operation of
         a single or unified European currency.

                  "Euro" and "EUR" mean the lawful currency of the Participating
         Member States introduced in accordance with the EMU Legislation.

                  "First Amendment" means that certain First Amendment to Credit
         Agreement, dated as of May 5, 2005, among the Borrower, the Lenders
         party thereto, and the Administrative Agent, acknowledged by each
         Subsidiary Guarantor.

                  "First Amendment Effective Date" means the date on which all
         of the conditions to effectiveness set forth in Section 3 of the First
         Amendment are satisfied.



                                        3
<PAGE>

                  "Interest Coverage Ratio" means, at the end of any Fiscal
         Quarter, the ratio computed for the period consisting of such Fiscal
         Quarter and each of the three immediately prior Fiscal Quarters of (a)
         EBITDA for such period (on a Pro Forma Basis to the extent of any
         acquisitions or dispositions during such period as if each such
         acquisition or disposition was made on the first day of such period) to
         (b) Interest Expense for such period.

                  "Judgment Currency" has the meaning specified in Section
         10.21.

                  "Pounds Sterling" means the lawful currency of the United
         Kingdom.

                  "Revaluation Date" means with respect to any Letter of Credit,
         each of the following: (a) each date of issuance of a Letter of Credit
         denominated in an Alternative Currency, (b) each date of an amendment
         of any such Letter of Credit having the effect of increasing the amount
         thereof (solely with respect to the increased amount), (c) each date of
         any payment by the Issuer under any Letter of Credit denominated in an
         Alternative Currency, (d) each Weekly Date, and (e) such additional
         dates as the Administrative Agent or the Issuer shall determine or the
         Required Lenders shall require.

                  "Same Day Funds" means (a) with respect to disbursements and
         payments in Dollars, immediately available funds, and (b) with respect
         to disbursements and payments in an Alternative Currency, same day or
         other funds as may be determined by the Administrative Agent or the
         Issuer, as the case may be, to be customary in the place of
         disbursement or payment for the settlement of international banking
         transactions in the relevant Alternative Currency.

                  "Spot Rate" for an Alternative Currency means the rate
         determined by the Administrative Agent or the Issuer, as applicable, to
         be the rate quoted by the Person acting in such capacity as the spot
         rate for the purchase by such Person of such Alternative Currency with
         another currency through its principal foreign exchange trading office
         at approximately 11:00 a.m. on the date two Business Days prior to the
         date as of which the foreign exchange computation is made; provided
         that the Administrative Agent or the Issuer may obtain such spot rate
         from another financial institution designated by the Administrative
         Agent or the Issuer if the Person acting in such capacity does not have
         as of the date of determination a spot buying rate for any such
         Alternative Currency; and provided further that the Issuer may use such
         spot rate quoted on the date as of which the foreign exchange
         computation is made in the case of any Letter of Credit denominated in
         an Alternative Currency.

                  "Weekly Date" means the first Business Day of each week.

         (b) The definition of "Administrative Agent Fee Letter" set forth in
Section 1.1 of the Credit Agreement is hereby amended to read as follows:



                                        4
<PAGE>

                  "Administrative Agent Fee Letter" means the confidential fee
         letter, dated as of March 29, 2005, between Wells Fargo and the
         Borrower.

         (c) The definition of "Applicable Commitment Fee" set forth in Section
1.1 of the Credit Agreement is hereby amended to read as follows:

                  "Applicable Commitment Fee" means in respect of the Revolving
         Loan Commitment (a) at all times from the First Amendment Effective
         Date through (but excluding) the date upon which the Compliance
         Certificate for the Fiscal Quarter ending March 31, 2005 is delivered
         or required to be delivered by the Borrower to the Administrative Agent
         pursuant to clause (c) of Section 7.1.1, a fee which shall accrue at a
         rate of 0.300% per annum, and (b) for each day thereafter, a fee which
         shall accrue at a rate per annum determined by reference to the
         Leverage Ratio for the Fiscal Quarter last ended and for which
         financial statements are available and the applicable percentage per
         annum set forth below under the column entitled "Applicable Commitment
         Fee":

<TABLE>
<CAPTION>
                                                                      Applicable
                Leverage Ratio                                      Commitment Fee
                --------------                                      --------------
<S>                                                               <C>
                greater than or equal 2.75:1                            0.375%
                greater than or equal to 1.75:1 but less                0.300%
                than 2.75:1
                less than 1.75:1                                        0.250%

</TABLE>

         The Leverage Ratio used to compute the Applicable Commitment Fee shall
         be the Leverage Ratio set forth in the Compliance Certificate most
         recently delivered by the Borrower to the Administrative Agent pursuant
         to clause (c) of Section 7.1.1. Changes in the Applicable Commitment
         Fee resulting from a change in the Leverage Ratio shall become
         effective as of the date of receipt by the Administrative Agent of a
         new Compliance Certificate pursuant to clause (c) of Section 7.1.1;
         provided, however, that if the Borrower fails to deliver a Compliance
         Certificate within the number of days required pursuant to clause (c)
         of Section 7.1.1, the Applicable Commitment Fee for the period from and
         including the first day after the date on which such Compliance
         Certificate as required to be delivered to, but not including the date
         of the delivery thereof shall conclusively be equal to 0.375%.

         (d) The definition of "Applicable Margin" set forth in Section 1.1 of
the Credit Agreement is hereby amended to read as follows:

                  "Applicable Margin" means at all times during the applicable
         periods set forth below, with respect to the unpaid principal amount of
         each Revolving Loan and each Swing Line Loan (which Swing Line Loan
         shall be borrowed and maintained only as a Base Rate Loan) maintained
         as (i) a Base Rate Loan, (x) from the First Amendment Effective Date
         through (but excluding) the date


<PAGE>

         upon which the Compliance Certificate for the Fiscal Quarter ending
         March 31, 2005 is delivered or required to be delivered by the Borrower
         to the Administrative Agent pursuant to clause (c) of Section 7.1.1,
         0.50% per annum, and (y) thereafter, by reference to the Leverage Ratio
         for each Fiscal Quarter as set forth in the Compliance Certificate most
         recently delivered by the Borrower to the Administrative Agent pursuant
         to clause (c) of Section 7.1.1, effective as of the date of receipt of
         such Compliance Certificate by the Administrative Agent, the applicable
         percentage per annum set forth below under the column entitled
         "Applicable Margin for Revolving Loans maintained as Base Rate Loans
         and Swing Line Loans", and (ii) a LIBO Rate Loan, (x) from the First
         Amendment Effective Date through (but excluding) the date upon which
         the Compliance Certificate for the Fiscal Quarter ending March 31, 2005
         is delivered or required to be delivered by the Borrower to the
         Administrative Agent pursuant to clause (c) of Section 7.1.1, 1.50% per
         annum, and (y) thereafter, by reference to the Leverage Ratio for each
         Fiscal Quarter as set forth in the Compliance Certificate most recently
         delivered by the Borrower to the Administrative Agent pursuant to
         clause (c) of Section 7.1.1, effective as of the date of receipt of
         such Compliance Certificate by the Administrative Agent, the applicable
         percentage per annum set forth below under the column entitled
         "Applicable Margin for Revolving Loans maintained as LIBO Rate Loans":

<TABLE>
<CAPTION>
                                                                   Applicable Margin For Revolving Loans
                                                                    and Swing Line Loans Maintained as:
                                                                   -------------------------------------
         Leverage Ratio                                            Base Rate Loans       LIBO Rate Loans
         --------------                                            ---------------       ---------------
<S>                                                                <C>                   <C>
         greater than or equal 2.75:1                                     1.00%                 2.00%
         greater than or equal 2.25:1 and less than 2.75:1                0.75%                 1.75%
         greater than or equal 1.75:1 and less than 2.25:1                0.50%                 1.50%
         greater than or equal 1.25:1 and less than 1.75:1                0.25%                 1.25%
         less than 1.25:1                                                 0.00%                 1.00%

</TABLE>

         The Leverage Ratio used to compute the Applicable Margin for Revolving
         Loans and Swing Line Loans shall be the Leverage Ratio set forth in the
         Compliance Certificate most recently delivered by the Borrower to the
         Administrative Agent pursuant to clause (c) of Section 7.1.1.
         Notwithstanding the above, if the Borrower fails to deliver a
         Compliance Certificate within the number of days required pursuant to
         clause (c) of Section 7.1.1, the Applicable Margin for the period from
         and including the first day after the date on which such Compliance
         Certificate as required to be delivered to, but not including, the date
         of receipt thereof by the Administrative Agent shall conclusively be
         equal to the highest


                                       6
<PAGE>

         Applicable Margin set forth in the applicable table for Loans of the
         same Type and Tranche.

         (e) The definition of "Letter of Credit Commitment Amount" set forth in
Section 1.1 of the Credit Agreement is hereby amended to read as follows:

                  "Letter of Credit Commitment Amount" means, on any date, a
         maximum amount of $25,000,000, as such amount may be reduced from time
         to time pursuant to Section 2.2.

         (f) The definition of "Loan Document" set forth in Section 1.1 of the
Credit Agreement is hereby amended to read as follows:

                  "Loan Document" means each of this Agreement, the Notes, the
         Letters of Credit, each Borrowing Request, each Issuance Request, the
         Administrative Agent Fee Letter, each Pledge Agreement, the Subsidiary
         Guaranty, each Security Agreement, each Patent Security Agreement, each
         Trademark Security Agreement, and each other agreement, document or
         instrument delivered in connection with this Agreement or any other
         Loan Document, whether or not specifically mentioned herein.

         (g) The definition of "Percentage" set forth in Section 1.1 of the
Credit Agreement is hereby amended to read as follows:

                  "Percentage" means, relative to any Lender with respect to any
         Loans, the applicable percentage relating thereto set forth opposite
         such Lender's name on Schedule II hereto; provided that, in each case,
         "Percentage" shall also include, relative to any Lender, the applicable
         percentage relating to Revolving Loans as set forth in the Lender
         Assignment Agreement pursuant to which such Lender became a Lender
         hereunder, as such percentage may be adjusted from time to time
         pursuant to Lender Assignment Agreement(s) executed by such Lender and
         its Assignee Lender(s) and delivered pursuant to Section 10.11.

         (h) The definition of "Revolving Loan Commitment Amount" set forth in
Section 1.1 of the Credit Agreement is hereby amended to read as follows:

                  "Revolving Loan Commitment Amount" means, on any date,
         $375,000,000 as such amount may be reduced from time to time pursuant
         to Section 2.2.

         (i) The definition of "Revolving Loan Commitment Termination Date" set
forth in Section 1.1 of the Credit Agreement is hereby amended to read as
follows:

         "Revolving Loan Commitment Termination Date" means the earliest of

                           (a) May 5, 2010;



                                       7
<PAGE>

                           (b) the date on which the Revolving Loan Commitment
                  Amount is terminated in full or reduced to zero pursuant to
                  Section 2.2.1; and

                           (c) the date on which any Commitment Termination
                  Event occurs.

         (j) The definition of "Stated Maturity Date" set forth in Section 1.1
of the Credit Agreement is hereby amended to read as follows:

                  "Stated Maturity Date" means May 5, 2010.

         (k) The definition of "Subsidiary Guarantor" set forth in Section 1.1
of the Credit Agreement is hereby amended to read as follows:

                  "Subsidiary Guarantor" means, on the Agreement Effective Date,
         each U.S. Subsidiary of the Borrower (other than WSI), and thereafter,
         each U.S. Subsidiary of the Borrower that is required, pursuant to
         clause (a) of Section 7.1.7 or the First Amendment, to execute and
         deliver a supplement to the Subsidiary Guaranty.

         (l) The definition of "Subsidiary Pledge Agreement" set forth in
Section 1.1 of the Credit Agreement is hereby amended to read as follows:

                  "Subsidiary Pledge Agreement" means any Pledge Agreement
         executed and delivered by an Authorized Officer of each Subsidiary
         Guarantor or any U.S. Subsidiary which directly owns another Subsidiary
         pursuant to (a) clause (b) of Section 5.1.6, clause (b) of Section
         7.1.7, substantially in the form of Exhibit K-2 hereto, or (b) the
         First Amendment, substantially in the form of Exhibit D thereto, in
         each case as amended, supplemented, amended and restated or otherwise
         modified from time to time.

         (m) The definition of "Subsidiary Security Agreement" set forth in
Section 1.1 of the Credit Agreement is hereby amended to read as follows:

                  "Subsidiary Security Agreement" means any Security Agreement
         executed and delivered by an Authorized Officer of each Subsidiary
         Guarantor pursuant to (a) Section 5.1.7 or clause (a) of Section 7.1.7,
         substantially in the form of Exhibit L-2 hereto, or (b) the First
         Amendment, substantially in the form of Exhibit C thereto, in each case
         as amended, supplemented, amended and restated or otherwise modified
         from time to time.

         (n) The definition of "Swing Line Commitment Amount" set forth in
Section 1.1 of the Credit Agreement is hereby amended to read as follows;



                                       8
<PAGE>

                  "Swing Line Loan Commitment Amount" means, on any date,
         $15,000,000, as such amount may be reduced from time to time pursuant
         to Section 2.2.

         (o) Section 1.1 of the Credit Agreement is hereby amended by deleting
the defined terms "Documentation Agent", "Mortgage" and "Syndication Agent"
therefrom.

         (p) ARTICLE I of the Credit Agreement is hereby amended by adding the
following new Sections 1.5, 1.6 and 1.7 thereto to read as follows:

                  Section 1.5. Exchange Rates; Currency Equivalents. (a) The
         Administrative Agent or the Issuer, as applicable, shall determine the
         Spot Rates as of each Revaluation Date to be used for calculating
         Dollar Equivalent amounts of Credit Extensions in respect of Letters of
         Credit and Letter of Credit Outstandings denominated in Alternative
         Currencies. Such Spot Rates shall become effective as of such
         Revaluation Date and shall be the Spot Rates employed in converting any
         amounts between the applicable currencies until the next Revaluation
         Date to occur. Except for purposes of financial statements delivered by
         the Borrower hereunder or calculating financial covenants hereunder or
         except as otherwise provided herein, the applicable amount of any
         Alternative Currency for purposes of the Loan Documents shall be such
         Dollar Equivalent amount as so determined by the Administrative Agent
         or the Issuer, as applicable.

                  (b) Wherever in this Agreement in connection with the
         issuance, amendment or extension of a Letter of Credit, an amount, such
         as a required minimum or multiple amount, is expressed in Dollars, but
         such Letter of Credit is denominated in an Alternative Currency, such
         amount shall be the relevant Alternative Currency Equivalent of such
         Dollar amount (rounded to the nearest unit of such Alternative
         Currency, with 0.5 of a unit being rounded upward), as determined by
         the Administrative Agent or the Issuer, as the case may be.

                  Section 1.6. Additional Alternative Currencies. (a) The
         Borrower may from time to time request that Letters of Credit be issued
         in a currency other than those specifically listed in the definition of
         "Alternative Currency;" provided that such requested currency is a
         lawful currency (other than Dollars) that is readily available and
         freely transferable and convertible into Dollars and such request is
         approved by the Administrative Agent and the Issuer.

                  (b) Any such request shall be made to the Administrative Agent
         not later than 11:00 a.m., 10 Business Days prior to the date of the
         desired Credit Extension (or such other time or date as may be agreed
         by the Administrative Agent and the Issuer in their sole discretion).
         The Administrative Agent shall promptly notify the Issuer thereof. The
         Issuer shall notify the Administrative Agent, not later than 11:00
         a.m., five Business Days after receipt of such request whether it
         consents, in its sole discretion, to the issuance of Letters of Credit
         in such requested currency.



                                       9
<PAGE>

                  (c) Any failure by the Issuer to respond to such request
         within the time period specified in the preceding sentence shall be
         deemed to be a refusal by the Issuer to permit Letters of Credit to be
         issued in such requested currency. If the Administrative Agent and the
         Issuer consent to the issuance of Letters of Credit in such requested
         currency, the Administrative Agent shall so notify the Borrower and
         such currency shall thereupon be deemed for all purposes to be an
         Alternative Currency hereunder for purposes of any Letter of Credit
         issuances. If the Administrative Agent shall fail to obtain consent to
         any request for an additional currency under this Section 1.6, the
         Administrative Agent shall promptly so notify the Borrower.

                  Section 1.7. Change of Currency. (a) Each obligation of the
         Borrower to make a payment denominated in the national currency unit of
         any member state of the European Union that adopts the Euro as its
         lawful currency after the date hereof shall be redenominated into Euro
         at the time of such adoption (in accordance with the EMU Legislation).
         If, in relation to the currency of any such member state, the basis of
         accrual of interest expressed in this Agreement in respect of that
         currency shall be inconsistent with any convention or practice in the
         London interbank market for the basis of accrual of interest in respect
         of the Euro, such expressed basis shall be replaced by such convention
         or practice with effect from the date on which such member state adopts
         the Euro as its lawful currency.

                  (b) Each provision of this Agreement shall be subject to such
         reasonable changes of construction as the Administrative Agent may from
         time to time specify to be appropriate to reflect the adoption of the
         Euro by any member state of the European Union and any relevant market
         conventions or practices relating to the Euro.

                  (c) Each provision of this Agreement also shall be subject to
         such reasonable changes of construction as the Administrative Agent may
         from time to time specify to be appropriate to reflect a change in
         currency of any other country and any relevant market conventions or
         practices relating to the change in currency.

         (q) Section 2.1.2 of the Credit Agreement is hereby amended to read as
follows:

                  Section 2.1.2. Letter of Credit Commitment. From time to time
         on any Business Day occurring prior to the Revolving Loan Commitment
         Termination Date, the Issuer will

                           (a) issue one or more standby letters of credit (each
                  referred to as a "Letter of Credit" and which shall include
                  any Existing Letter of Credit) denominated in Dollars or in
                  one or more Alternative Currencies for the account of the
                  Borrower or any of its Subsidiaries in the Stated Amount
                  requested by the Borrower on such day; or



                                       10
<PAGE>

                           (b) extend the Stated Expiry Date of an existing
                  Letter of Credit previously issued hereunder to a date that is
                  not later than the earlier of (i) thirty-six months from the
                  date of such extension and (ii) twelve months after the Stated
                  Maturity Date.

         (r) Section 2.2 of the Credit Agreement is hereby amended to read as
follows:

                  Section 2.2. Changes in Commitment Amount. The Borrower may
         reduce any Commitment Amount, as set forth below.

         (s) Section 2.2.2 of the Credit Agreement is hereby amended to read as
follows:

         Section 2.2.2. [INTENTIONALLY OMITTED.]

         (t) Section 2.6 of the Credit Agreement is hereby amended to read as
follows:

                  Section 2.6. Issuance Procedures. By delivering to the
         Administrative Agent an Issuance Request on or before 10:00 a.m.,
         Denver time, on a Business Day, the Borrower may, from time to time
         irrevocably request, on not less than three (or five with respect to
         any Letter of Credit denominated in an Alternative Currency) nor more
         than ten Business Days' notice (or such other notice period as may be
         acceptable to the Issuer in its sole discretion), in the case of an
         initial issuance of a Letter of Credit, and not less than three (or
         five with respect to any Letter of Credit denominated in an Alternative
         Currency) nor more than ten Business Days' notice prior to the then
         existing Stated Expiry Date of a Letter of Credit (or such other notice
         period as may be acceptable to the Issuer in its sole discretion), in
         the case of a request for the extension of the Stated Expiry Date of a
         Letter of Credit, that the Issuer issue, or extend the Stated Expiry
         Date of, as the case may be, an irrevocable Letter of Credit on behalf
         of the Borrower (whether issued for the Borrower's account or for the
         account of any Subsidiary), in such form as may be requested by the
         Borrower and approved by the Issuer, solely for the purposes described
         in Section 7.1.9. Notwithstanding anything to the contrary contained
         herein or in any separate application for any Letter of Credit, the
         Borrower hereby acknowledges and agrees that it shall be obligated to
         reimburse the Issuer upon each Disbursement of any Letter of Credit,
         and it shall be deemed to be an obligor for purposes of each such
         Letter of Credit issued hereunder (whether the account party on such
         Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon
         receipt of an Issuance Request, the Administrative Agent shall promptly
         notify the Issuer and each Lender thereof and the Issuer shall, subject
         to the terms and conditions hereof, including Article V, promptly (but
         in no event later than three Business Days after such notification)
         issue a Letter of Credit. Each Letter of Credit shall by its terms be
         stated to expire on a date (its "Stated Expiry Date") no later than the
         earlier to occur of (i) thirty-six months from the date of its issuance
         and (ii) twelve months after the Stated Maturity Date; provided,
         however, if any Letter of Credit has a Stated Expiry Date after the
         Stated Maturity Date (whether at the initial


                                       11
<PAGE>

         issuance thereof or as a result of an extension of the Stated Expiry
         Date), the Borrower shall no later than sixty days prior to the Stated
         Maturity Date Cash Collateralize the then Letter of Credit Outstandings
         in respect of all Letters of Credit whose Stated Expiry Date is after
         the Stated Maturity Date in an amount equal to 105% of such aggregate
         amount of Letter of Credit Outstandings. Upon expiration of all Letters
         of Credit whose Stated Expiry Date is after the Stated Maturity Date
         and payment and performance of all Obligations in full, the
         Administrative Agent shall return all amounts on deposit with the
         Administrative Agent pursuant to this Section 2.6 which have not been
         applied to the satisfaction of the Obligations. Prior to the expiration
         of all Letters of Credit whose Stated Expiry Date is after the Stated
         Maturity Date and payment and performance of all Obligations in full
         and provided no Event of Default has occurred and is continuing, the
         Administrative Agent, upon request by the Borrower, shall promptly
         remit to the Borrower any Cash Collateral in excess of 105% of the
         aggregate amount of Letter of Credit Outstandings. The Issuer will make
         available to the beneficiary thereof the original of each Letter of
         Credit which it issues hereunder. All Existing Letters of Credit shall
         have been deemed to have been issued pursuant hereto, and from and
         after the Agreement Effective Date shall be subject to and governed by
         the terms and conditions hereof.

         (u) Section 2.6.2 of the Credit Agreement is hereby amended to read as
follows:

                  Section 2.6.2. Disbursements; Conversion to Revolving Loans.
         The Issuer will notify the Borrower and the Administrative Agent
         promptly of the presentment for payment of any Letter of Credit issued
         by the Issuer, together with notice of the date (the "Disbursement
         Date") such payment shall be made (each such payment, a
         "Disbursement"). Subject to the terms and provisions of such Letter of
         Credit and this Agreement, the Issuer shall make such payment to the
         beneficiary (or its designee) of such Letter of Credit. Prior to 10:00
         a.m., Denver time, on the first Business Day following the Disbursement
         Date with respect to any Disbursement to be reimbursed in Dollars, or
         the Applicable Time on the first Business Day following the
         Disbursement Date with respect to any Disbursement to be reimbursed in
         an Alternative Currency (the "Disbursement Due Date"), the Borrower
         shall be obligated to reimburse the Administrative Agent, for the
         account of the Issuer, for all amounts which the Issuer has disbursed
         under such Letter of Credit, together with interest thereon at the rate
         per annum otherwise applicable to Revolving Loans (made as Base Rate
         Loans) from and including the Disbursement Date to but excluding the
         Disbursement Due Date and, thereafter (unless such Disbursement is
         converted into a Base Rate Loan on the Disbursement Due Date), at a
         rate per annum equal to the rate per annum then in effect with respect
         to overdue Revolving Loans (made as Base Rate Loans) pursuant to
         Section 3.2.2 for the period from and including the Disbursement Due
         Date to but excluding the date of such reimbursement. In the case of a
         Letter of Credit denominated in an Alternative Currency, the Borrower
         shall reimburse the Issuer in such Alternative Currency unless (a) the
         Issuer (at its option) shall have specified in such notice that it will
         require reimbursement in Dollars or (b) in the


                                       12
<PAGE>

         absence of any such requirement for reimbursement in Dollars, the
         Borrower will have notified the Issuer promptly following receipt of
         the notice of drawing that the Borrower will reimburse the Issuer in
         Dollars. In the case of any such reimbursement in Dollars of a drawing
         under a Letter of Credit denominated in an Alternative Currency, the
         Issuer shall notify the Borrower of the Dollar Equivalent of the amount
         of the drawing promptly following the determination thereof.
         Notwithstanding anything preceding in this Section 2.6.2 to the
         contrary, if no Default shall have then occurred and be continuing and
         the Disbursement was not made after the Stated Maturity Date, unless
         the Borrower has notified the Administrative Agent no later than one
         Business Day prior to the Disbursement Due Date that it will reimburse
         the Issuer for the applicable Disbursement, then the amount of the
         Disbursement shall be deemed to be a Revolving Loan (expressed in
         Dollars in the amount of the Dollar Equivalent thereof in case of a
         Letter of Credit denominated in an Alternative Currency) constituting a
         Base Rate Loan and following the giving of notice thereof by the
         Administrative Agent to the Lenders, each Lender (other than the
         Issuer) will deliver to the Issuer on the Disbursement Due Date Same
         Day Funds in Dollars in an amount equal to such Lender's Percentage of
         such Revolving Loan. Each conversion of Disbursement amounts into
         Revolving Loans shall constitute a representation and warranty by the
         Borrower that on the date of the making of such Revolving Loan all of
         the statements set forth in Section 5.2.1 are true and correct.

         (v) Section 2.6.3 of the Credit Agreement is hereby amended to read as
follows:

                  Section 2.6.3 Reimbursement. The obligation (a "Reimbursement
         Obligation") of the Borrower under Section 2.6.2 to reimburse the
         Issuer with respect to each Disbursement (including interest thereon)
         not converted into a Base Rate Loan pursuant to Section 2.6.2, and,
         upon the failure of the Borrower to reimburse the Issuer and the giving
         of notice thereof by the Administrative Agent to the Lenders, each
         Lender's obligation under Section 2.6.1 to reimburse the Issuer or fund
         its Percentage of any Disbursement converted into a Base Rate Loan,
         shall be absolute and unconditional under any and all circumstances and
         irrespective of any setoff, counterclaim or defense to payment which
         the Borrower or such Lender, as the case may be, may have or have had
         against the Issuer or any such Lender, including any defense based upon
         the failure of any Disbursement to conform to the terms of the
         applicable Letter of Credit (if, in the Issuer's good faith opinion,
         such Disbursement is determined to be appropriate) any Disbursement
         being made after the Stated Maturity Date or any non-application or
         misapplication by the beneficiary of the proceeds of such Letter of
         Credit; provided, however, that after paying in full its Reimbursement
         Obligation hereunder, nothing herein shall adversely affect the right
         of the Borrower or such Lender, as the case may be, to commence any
         proceeding against the Issuer for any wrongful Disbursement made by the
         Issuer under a Letter of Credit as a result of acts or omissions
         constituting gross negligence or willful misconduct on the part of the
         Issuer



                                       13
<PAGE>

         (w) Section 2.6.5 of the Credit Agreement is hereby amended to read as
follows:

                  Section 2.6.5. Nature of Reimbursement Obligations. The
         Borrower and, to the extent set forth in Section 2.6.1, each Lender,
         shall assume all risks of the acts, omissions or misuse of any Letter
         of Credit by the beneficiary thereof. The Issuer (except to the extent
         of its own gross negligence or willful misconduct) shall not be
         responsible for:

                           (a) the form, validity, sufficiency, accuracy,
                  genuineness or legal effect of any Letter of Credit or any
                  document submitted by any party in connection with the
                  application for and issuance of a Letter of Credit, even if it
                  should in fact prove to be in any or all respects invalid,
                  insufficient, inaccurate, fraudulent or forged;

                           (b) the form, validity, sufficiency, accuracy,
                  genuineness or legal effect of any instrument transferring or
                  assigning or purporting to transfer or assign a Letter of
                  Credit or the rights or benefits thereunder or the proceeds
                  thereof in whole or in part, which may prove to be invalid or
                  ineffective for any reason;

                           (c) failure of the beneficiary to comply fully with
                  conditions required in order to demand payment under a Letter
                  of Credit;

                           (d) errors, omissions, interruptions or delays in
                  transmission or delivery of any messages, by mail, cable,
                  telegraph, telex or otherwise;

                           (e) any adverse change in the relevant exchange rates
                  or in the availability of the relevant Alternative Currency to
                  the Borrower or in the relevant currency markets generally; or

                           (f) any loss or delay in the transmission or
                  otherwise of any document or draft required in order to make a
                  Disbursement under a Letter of Credit.

         None of the foregoing shall affect, impair or prevent the vesting of
         any of the rights or powers granted to the Issuer or any Lender. In
         furtherance and extension and not in limitation or derogation of any of
         the foregoing, any action taken or omitted to be taken by the Issuer in
         good faith (and not constituting gross negligence or willful
         misconduct) shall be binding upon the Borrower, each other Obligor and
         each such Lender, and shall not put the Issuer under any resulting
         liability to the Borrower, any other Obligor or any Lender, as the case
         may be.

         (x) Section 3.3.3 of the Credit Agreement is hereby amended to read as
follows:

                  Section 3.3.3. Letter of Credit Face Amount Fee. The Borrower
         agrees to pay to the Administrative Agent, for the account of each
         Lender, a fee for each Letter of Credit for the period from and
         including the date of the issuance of such


                                       14
<PAGE>

         Letter of Credit to (but not including) the date upon which such Letter
         of Credit expires, at a rate per annum equal to the Applicable Margin
         for such day for Revolving Loans that are maintained as LIBO Rate Loans
         (but in no event less than $500) times the Dollar Equivalent of the
         daily maximum amount available to be drawn under such Letter of Credit.
         Such fee shall be payable by the Borrower in arrears on each Quarterly
         Payment Date, and on the Stated Expiry Date of such Letter of Credit,
         commencing on the first such date after the issuance of such Letter of
         Credit.

         (y) Section 3.3.4 of the Credit Agreement is hereby amended to read as
follows:

                  Section 3.3.4 Letter of Credit Fronting Fee. The Borrower
         agrees to pay to the Administrative Agent, for the account of the
         Issuer, a fronting fee for each Letter of Credit equal to 0.125% per
         annum of the Dollar Equivalent of the face amount of such Letter of
         Credit (but in no event less than $500 payable at issue). Such fee
         shall be payable by the Borrower on the date that each Letter of Credit
         is issued or is renewed and, without duplication, on each anniversary
         of the date of issuance of such Letter of Credit so long as such Letter
         of Credit is outstanding. In addition, the Borrower shall pay directly
         to the Issuer for its own account the customary issuance, presentation,
         amendment and other processing fees, and other standard costs and
         expenses of the Issuer related to letters of credit as from time to
         time in effect.

         (z) Section 4.8 of the Credit Agreement is hereby amended to read as
follows:

                  Section 4.8. Payments, Computations, etc. Except as otherwise
         expressly provided herein, all payments by the Borrower pursuant to
         this Agreement or any other Loan Document shall be made by the Borrower
         to the Administrative Agent for the pro rata account of the Lenders
         entitled to receive such payment. Except as otherwise expressly
         provided herein and except with respect to the payment of a drawing
         under a Letter of Credit denominated in an Alternative Currency, all
         payments by the Borrower required to be made hereunder shall be made to
         the Administrative Agent in Dollars, not later than 10:00 a.m., Denver
         time, on the date due, in Same Day Funds, to such account as the
         Administrative Agent shall specify from time to time by notice to the
         Borrower. Except as otherwise expressly provided herein, all payments
         by the Borrower hereunder with respect to a drawing under a Letter of
         Credit denominated in an Alternative Currency shall be made to the
         Administrative Agent, for the account of the Issuer, to such account as
         the Administrative Agent shall specify from time to time by notice to
         the Borrower in such Alternative Currency and in Same Day Funds no
         later than the Applicable Time specified by the Administrative Agent on
         the dates specified herein. Funds received after either time set forth
         in the immediately preceding two sentences shall be deemed to have been
         received by the Administrative Agent on the next succeeding Business
         Day. If, for any reason, the Borrower is prohibited by any law, rule or
         regulation from making any required payment hereunder in an Alternative


                                       15
<PAGE>

         Currency, the Borrower shall make such payment in Dollars in the Dollar
         Equivalent of the Alternative Currency payment amount. The
         Administrative Agent shall promptly remit Dollars in Same Day Funds to
         each Lender its share, if any, of such payments received by the
         Administrative Agent for the account of such Lender. All interest and
         fees shall be computed on the basis of the actual number of days
         (including the first day but excluding the last day) occurring during
         the period for which such interest or fee is payable over a year
         comprised of 360 days (or, in the case of interest on a Base Rate Loan
         (other than when calculated with respect to the Federal Funds Rate),
         365 days or, if appropriate, 366 days); provided, however, in no event
         as a result of such computation shall interest exceed the Highest
         Lawful Rate. Whenever any payment to be made shall otherwise be due on
         a day which is not a Business Day, such payment shall (except as
         otherwise required by clause (c) of the definition of the term
         "Interest Period" with respect to LIBO Rate Loans) be made on the next
         succeeding Business Day and such extension of time shall be included in
         computing interest and fees, if any, in connection with such payment.
         All payments by the Borrower pursuant to this Agreement or any other
         Loan Document shall be made without setoff, deduction or counterclaim.

         (aa) Section 5.2 of the Credit Agreement is hereby amended to add
Section 5.2.3 thereto to read as follows:

                  Section 5.2.3. Alternative Currency Letters of Credit. In the
         case of a Letter of Credit to be denominated in an Alternative
         Currency, there shall not have occurred any material change in national
         or international financial, political or economic conditions or
         currency exchange rates or exchange controls which in the reasonable
         opinion of the Issuer would make it impracticable for such Letter of
         Credit to be denominated in the relevant Alternative Currency.

         (bb) Section 6.9(b) of the Credit Agreement is hereby amended to read
as follows:

                  (b) [INTENTIONALLY OMITTED.]

         (cc) Section 7.1.7 of the Credit Agreement is hereby amended to read as
follows:

                  Section 7.1.7 Future Subsidiaries. Upon any Person becoming,
         after the First Amendment Effective Date, a Material Subsidiary of the
         Borrower (including pursuant to a Permitted Acquisition), or upon a
         Subsidiary of the Borrower that was previously not a Material
         Subsidiary becoming a Material Subsidiary, or upon the Borrower or any
         Subsidiary of the Borrower acquiring additional Capital Stock of any
         existing Material Subsidiary, the Borrower shall notify the
         Administrative Agent of such event, and

                           (a) the Borrower shall promptly (but in any event
                  within 30 days) cause each such Subsidiary that is both a U.S.
                  Subsidiary and a Material Subsidiary to execute and deliver to
                  the Administrative Agent,


                                       16
<PAGE>

                  with counterparts for each Lender, a supplement to the
                  Subsidiary Guaranty and a supplement to the Subsidiary
                  Security Agreement, together with acknowledgment copies of all
                  Form UCC-1 Financing Statements executed and delivered by such
                  Material Subsidiary naming it as the debtor and the
                  Administrative Agent as the secured party, or other similar
                  instruments or documents, filed under the UCC, of all
                  jurisdictions as may be necessary or, in the reasonable
                  opinion of the Administrative Agent, desirable to perfect the
                  security interest of the Administrative Agent pursuant to the
                  Subsidiary Security Agreement; and

                           (b) the Borrower shall promptly deliver, or cause to
                  be delivered, to the Administrative Agent under a Pledge
                  Agreement (or a supplement thereto) certificates (if any)
                  representing all of the issued and outstanding shares of
                  Capital Stock of any such Subsidiary that is a Material
                  Subsidiary owned by the Borrower or any U.S. Subsidiary of the
                  Borrower, as the case may be, along with undated stock powers
                  for such certificates, executed in blank, or, if any
                  securities subject thereto are uncertificated securities,
                  confirmation and evidence satisfactory to the Administrative
                  Agent that appropriate book entries have been made in the
                  relevant books or records of the issuer of such securities, or
                  other appropriate steps shall have been taken under Applicable
                  Law resulting in the perfection of the security interest
                  granted in favor of the Administrative Agent pursuant to the
                  terms of such Pledge Agreement;

         together, in each case, with such opinions, in form and substance and
         from counsel reasonably satisfactory to the Administrative Agent, as
         the Administrative Agent may reasonably require; provided, however,
         that notwithstanding the foregoing, no Non-U.S. Subsidiary shall be
         required to execute and deliver a supplement to the Subsidiary Guaranty
         or a supplement to the Subsidiary Security Agreement, nor will the
         Borrower or any U.S. Subsidiary of the Borrower be required to deliver
         a pledge pursuant to a Pledge Agreement or a supplement thereto in
         excess of 65% of the outstanding voting stock of any Non-U.S.
         Subsidiary.

         (dd) Section 7.1.8 of the Credit Agreement is hereby amended to read as
follows:

                  Section 7.1.8 Future Leased Property.

                           (a) Prior to entering into any new lease of real
                  property or renewing any existing lease of real property
                  following the Agreement Effective Date, the Borrower shall,
                  and shall cause each of its U.S. Subsidiaries to, use its best
                  efforts (which shall not require the expenditure of cash or
                  the making of any material concessions under the relevant
                  lease) to deliver to the Administrative Agent a Waiver
                  executed by the lessor of any real property that is to be
                  leased by the Borrower or such U.S. Subsidiary for a term in
                  excess of one year in any state which by


                                       17
<PAGE>

                  statute grants such lessor a "landlord's" (or similar) Lien
                  which is superior to the Administrative Agent's, to the extent
                  the value of any personal property of the Borrower or its U.S.
                  Subsidiaries to be held at such leased property exceeds (or it
                  is anticipated that the value of such personal property will,
                  at any point in time during the term of such leasehold term,
                  exceed) $10,000,000.

                           (b) [INTENTIONALLY OMITTED]

         (ee) Section 7.1.11 of the Credit Agreement is hereby amended to read
as follows:

                  Section 7.1.11 [INTENTIONALLY OMITTED]

         (ff) Section 7.2.2 of the Credit Agreement is hereby amended to read as
follows:

                  Section 7.2.2. Indebtedness. The Borrower will not, and will
         not permit any of its Subsidiaries to, create, incur, assume or suffer
         to exist or otherwise become or be liable in respect of any
         Indebtedness, other than, without duplication, the following:

                           (a) Indebtedness in respect of the Credit Extensions
                  and other Obligations;

                           (b) until the Agreement Effective Date, Indebtedness
                  identified in Item 7.2.2(b) of the Disclosure Schedule;

                           (c) Indebtedness existing as of the Agreement
                  Effective Date which is identified in Item 7.2.2(c) of the
                  Disclosure Schedule;

                           (d) Hedging Obligations of the Borrower or any of its
                  Subsidiaries in respect of the Loans;

                           (e) Indebtedness in an aggregate principal amount not
                  to exceed at any time outstanding 15% of Net Worth which is
                  incurred by the Borrower or any of its Subsidiaries (x) to a
                  vendor of any assets permitted to be acquired pursuant to
                  Section 7.2.7 to finance its acquisition of such assets or (y)
                  in respect of Capitalized Lease Liabilities to the extent
                  permitted by Section 7.2.7;

                           (f) unsecured Indebtedness incurred in the ordinary
                  course of business (including open accounts extended by
                  suppliers on normal trade terms in connection with purchases
                  of goods and services, but excluding Indebtedness incurred
                  through the borrowing of money or Contingent Liabilities);



                                       18
<PAGE>

                           (g) Indebtedness not to exceed $25,000,000
                  (individually or in the aggregate) incurred in accordance with
                  clause (g) of Section 7.2.5, including seller notes and
                  assumed Indebtedness of Persons acquired;

                           (h) Indebtedness of the Borrower to any Subsidiary of
                  the Borrower, or Indebtedness of any Subsidiary of the
                  Borrower to the Borrower or to any Subsidiary of the Borrower,
                  provided that any such Indebtedness that is owed by the
                  Borrower, any Subsidiary Guarantor or any Subsidiary whose
                  Capital Stock is pledged pursuant to a Pledge Agreement to a
                  Subsidiary that is not a Subsidiary Guarantor, shall be
                  subordinated to the payment of the Obligations in form and
                  substance satisfactory to the Administrative Agent;

                           (i) Indebtedness which is Refinancing Debt of the
                  Borrower or its Subsidiaries;

                           (j) Indebtedness in respect of letters of credit
                  issued for the account of Non-U.S. Subsidiaries not to exceed
                  $2,000,000 in aggregate face amount;

                           (k) other unsecured Indebtedness of the Borrower and
                  its Subsidiaries not to exceed $150,000,000 in aggregate
                  amount outstanding at any time; provided that (i) on the date
                  of issuance and after giving effect thereto (x) there is no
                  Default or Event of Default and (y) the Borrower and its
                  Subsidiaries are in compliance with the financial covenants
                  contained in Section 7.2.4 computed on a pro forma basis as at
                  the last day of the most recently ended Fiscal Quarter of the
                  Borrower for which financial statements are available, and
                  (ii) no such unsecured Indebtedness shall have (w) a stated
                  maturity prior to thirty days after the Stated Maturity Date,
                  (x) any scheduled amortization or mandatory prepayments or
                  obligations to repurchase prior to thirty days after the
                  Stated Maturity Date, or (y) any terms, covenants or
                  provisions that (A) are more restrictive on the Borrower and
                  its Subsidiaries or less favorable to the Lenders than this
                  Agreement or (B) are not, in the opinion of the Administrative
                  Agent, standard in public senior or subordinated debt
                  issuances of companies of credit quality similar to the
                  Borrower.

         Notwithstanding the foregoing, (x) no Indebtedness otherwise permitted
         by clause (e), (g), (i) or (k) may be incurred if, immediately prior to
         or upon the incurrence thereof, any Default shall have occurred and be
         continuing and (y) the aggregate amount of Indebtedness of all Non-U.S.
         Subsidiaries (excluding Indebtedness otherwise permitted by clauses (f)
         and (h)) outstanding at any time shall not exceed 2.5% of Net Worth.

         (gg) Clause (k) of Section 7.2.3 of the Credit Agreement is hereby
amended to read as follows:



                                       19
<PAGE>

                  (k) Liens granted to secure payment of other Indebtedness
         permitted under Section 7.2.2 (excluding Indebtedness permitted under
         clause (k) of Section 7.2.2) in an aggregate amount at any time
         outstanding not to exceed 5% of Net Worth; provided that
         notwithstanding anything in this Section 7.2.3 to the contrary, in no
         event shall the aggregate amount of Indebtedness secured by Liens on
         assets of Non-U.S. Subsidiaries exceed 2.5% of Net Worth.

         (hh) Clauses (a) and (b) of Section 7.2.4 of the Credit Agreement are
hereby amended to read as follows:

                  (a) Leverage Ratio. The Borrower will not permit the Leverage
         Ratio as of the end of any Fiscal Quarter ending (i) on or after the
         First Amendment Effective Date through and including March 31, 2007 to
         be greater than 3.25:1 and (ii) each Fiscal Quarter thereafter to be
         greater than 3.00:1.

                  (b) Interest Coverage Ratio. The Borrower will not permit the
         Interest Coverage Ratio as of the end of any Fiscal Quarter ending on
         or after the First Amendment Effective Date to be less than 3.00:1.

         (ii) Clause (g) of Section 7.2.5 of the Credit Agreement is hereby
amended to read as follows:

                  (g) without duplication, Investments made by the Borrower or
         any of its Subsidiaries, which Investments shall result in the Borrower
         or the relevant Subsidiary acquiring (subject to Section 7.2.1) a
         majority controlling interest in the Person in which such Investment
         was made so that such Person becomes a Subsidiary of the Borrower or
         increasing any such controlling interest maintained by it in any such
         Person (such Investments are collectively referred to as "Permitted
         Acquisitions"); provided that (i) such Investment is not opposed by the
         board of directors or other similar governing body of the Person being
         acquired, and (ii) if after giving effect to such proposed Investment
         the Leverage Ratio is equal to or greater than 2.50:1, (y) the amount
         of such Investment at the time of incurrence (which shall include,
         without duplication, all consideration for such acquisition, including,
         but not limited to, Indebtedness assumed, incurred or guaranteed and
         the fair market value of any cash, property (including Capital Stock of
         the Borrower or any Subsidiary) or services given), does not exceed 15%
         of Net Worth as of the end of the Fiscal Quarter immediately preceding
         such proposed Investment, and (z) after giving effect to any such
         Investment, Availability is in an amount at least equal to $10,000,000;
         and

         (jj) The last paragraph of Section 7.2.6 of the Credit Agreement is
hereby amended to read as follows:

                  Notwithstanding clauses (a) and (b) of this Section, (i) so
         long as no Default or Event of Default shall have occurred and be
         continuing or result therefrom and (ii) so long as after giving effect
         thereto, Availability is at least


                                       20
<PAGE>

         $10,000,000, the Borrower shall be entitled to make Restricted Payments
         in connection with the purchase of outstanding shares of its Capital
         Stock and fee payments to any of its Affiliates ("Permitted Payments")
         (A) if the Leverage Ratio is less than or equal to 2.50:1 both before
         and after giving pro forma effect to such Permitted Payment, in any
         amount; (B) if the Leverage Ratio is greater than 2.50:1 both before
         and after giving pro forma effect to such Permitted Payment (as
         evidenced by delivery of a pro forma Compliance Certificate to the
         Administrative Agent prior to any Permitted Payment if the amount of
         such proposed Permitted Payment is in excess of $5,000,000), in an
         aggregate amount of the excess of (x) $20,000,000 over (y) the
         aggregate amount previously expended to make Permitted Payments (the
         "Permitted Amount"); and (C) if the Leverage Ratio is less than or
         equal to 2.50:1 before but greater than 2.50:1 after giving pro forma
         effect to such Permitted Payment (as evidenced by delivery of a pro
         forma Compliance Certificate to the Administrative Agent prior to any
         Permitted Payment if the amount of such proposed Permitted Payment is
         in excess of $5,000,000), then to the extent that such Permitted
         Payment results in the Leverage Ratio being greater than 2.50:1, in an
         aggregate amount of the Permitted Amount until the Leverage Ratio is
         less than or equal to 2.50:1 as of the end of any fiscal quarter, and
         thereafter subsection (A) above shall apply.

         (kk) Section 7.2.7 of the Credit Agreement is hereby amended to read as
follows:

                  Section 7.2.7 Capital Expenditures, etc. The Borrower will
         not, and will not permit any of its Subsidiaries to, make or commit to
         make Capital Expenditures in any Fiscal Year in excess of $100,000,000
         in aggregate amount; provided, however, that to the extent the amount
         of Capital Expenditures permitted to be made in any Fiscal Year
         pursuant to this Section exceeds the aggregate amount of Capital
         Expenditures actually made during such Fiscal Year, such excess amount
         not to exceed $10,000,000 may be carried forward to (but only to) the
         next succeeding Fiscal Year (any such amount to be certified by the
         Borrower to the Administrative Agent in the Compliance Certificate
         delivered for the last Fiscal Quarter of such Fiscal Year).

         (ll) The first sentence of Section 9.3 of the Credit Agreement is
hereby amended to read as follows:

                  Section 9.3. Exculpation. The Administrative Agent shall not
         be bound by or obliged to recognize any agreement among or between the
         Borrower and any Lender to which the Administrative Agent is not a
         party, regardless of whether the Administrative Agent has knowledge of
         the existence of any such agreement or the terms and provisions thereof
         (other than Rate Protection Agreements, the obligations in respect of
         which are secured by any Loan Documents); nor shall the Administrative
         Agent be responsible for any delay, error, omission or default of any
         mail, telegraph, cable or wireless agency or operator; nor shall the
         Administrative Agent be responsible for the acts of any governmental
         authority.



                                       21
<PAGE>

         (mm) Section 10.1(b) of the Credit Agreement is hereby amended to read
as follows:

                  (b) modify this Section 10.1 or clause (a) of Section 10.10,
         change the definition of "Required Lenders", increase any Commitment
         Amount or the Percentage of any Lender, reduce any fees described in
         Article III, release any Subsidiary Guarantor from its obligations
         under the Subsidiary Guaranty (except pursuant to a disposition of such
         Subsidiary Guarantor in accordance with Section 7.2.8 or clause (b) of
         Section 7.2.9) or release all or substantially all of the collateral
         security (except as otherwise specifically provided in any Loan
         Document) or extend the Revolving Loan Commitment Termination Date,
         shall be made without the consent of each Lender directly and adversely
         affected thereby and, with respect to the release of any Subsidiary
         Guarantor or the release of all or substantially all of the collateral
         security (except as otherwise specifically provided in any Loan
         Document), without the consent of each holder of any Hedging
         Obligations under a Rate Protection Agreement directly and adversely
         affected thereby;

         (nn) Article X of the Credit Agreement is hereby amended by adding a
new Section 10.21 thereto to read as follows:

                  Section 10.21. Judgment Currency. If, for the purposes of
         obtaining judgment in any court, it is necessary to convert a sum due
         hereunder or any other Loan Document in one currency into another
         currency, the rate of exchange used shall be that at which in
         accordance with normal banking procedures the Administrative Agent
         could purchase the first currency with such other currency on the
         Business Day preceding that on which final judgment is given. The
         obligation of the Borrower in respect of any such sum due from it to
         the Administrative Agent or the Lenders hereunder or under the other
         Loan Documents shall, notwithstanding any judgment in a currency (the
         "Judgment Currency") other than that in which such sum is denominated
         in accordance with the applicable provisions of this Agreement (the
         "Agreement Currency"), be discharged only to the extent that on the
         Business Day following receipt by the Administrative Agent of any sum
         adjudged to be so due in the Judgment Currency, the Administrative
         Agent may in accordance with normal banking procedures purchase the
         Agreement Currency with the Judgment Currency. If the amount of the
         Agreement Currency so purchased is less than the sum originally due to
         the Administrative Agent from the Borrower in the Agreement Currency,
         the Borrower agrees, as a separate obligation and notwithstanding any
         such judgment, to indemnify the Administrative Agent or the Person to
         whom such obligation was owing against such loss. If the amount of the
         Agreement Currency so purchased is greater than the sum originally due
         to the Administrative Agent in such currency, the Administrative Agent
         agrees to return the amount of any excess to the Borrower (or to any
         other Person who may be entitled thereto under Applicable Law).



                                       22
<PAGE>

         (oo) Schedule II to the Credit Agreement is hereby amended to be in the
form of Schedule II to this First Amendment, and (i) each New Lender's Revolving
Loan Commitment and Commitment percentage as of the date hereof is set forth
therein, (ii) each existing Lender whose Revolving Loan Commitment is changing
is amended as provided therein and (iii) each existing Lender's Commitment
percentage is amended as provided therein.

         (pp) Exhibit C, the Issuance Request, is hereby amended to be in the
form of Exhibit F hereto.

         (qq) Exhibit F, the Compliance Certificate, is hereby amended to be in
the form of Exhibit G hereto.

         2. REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its
execution and delivery hereof, the Borrower represents and warrants that, as of
the date hereof:

         (a) the representations and warranties contained in the Credit
Agreement and the other Loan Documents are true and correct in all material
respects on and as of the date hereof as made on and as of such date (unless
stated to relate solely to an earlier date, in which case such representations
and warranties shall be true and correct in all material respects as of such
earlier date);

         (b) no event has occurred and is continuing which constitutes a Default
or an Event of Default;

         (c) (i) the Borrower has full power and authority to execute and
deliver this First Amendment, the Revolving Loan Note payable to the order of
each New Lender in the amount of each New Lender's Revolving Loan Commitment
(the "New Notes"), the replacement Revolving Note payable to the order of each
Lender in the amount of each Lender's Revolving Loan Commitment as established
by this First Amendment, the replacement Swing Line Note payable to the order of
the Swing Line Lender in the amount of the Swing Line Loan Commitment as
increased by this First Amendment (collectively, the "Replacement Notes"), the
First Amendment to Borrower Pledge Agreement (such agreement, substantially in
the form of Exhibit H hereto, the "Borrower Pledge Amendment") and each other
Loan Document to be delivered by it in connection with this First Amendment,
(ii) each other Obligor has full power and authority to execute and deliver this
First Amendment, the First Amendment to Subsidiary Pledge Agreement (such
agreement, substantially in the form of Exhibit A hereto, the "Subsidiary Pledge
Amendment"), Supplement No. 1 to Subsidiary Guaranty (such agreement,
substantially in the form of Exhibit B hereto, "Guaranty Supplement No. 1"), the
Subsidiary Security Agreement (such agreement, substantially in the form of
Exhibit C hereto, the "Additional Obligor Security Agreement"), the Subsidiary
Pledge Agreement (such agreement, substantially in the form of Exhibit D hereto,
the "Additional Obligor Pledge Agreement") and the First Amendment to Subsidiary
Guaranty (such agreement, substantially in the form of Exhibit E hereto, the
"Guaranty Amendment") (the Borrower Pledge Amendment, the Subsidiary Pledge
Amendment, Guaranty Supplement No. 1, Additional Obligor Security Agreement,
Additional Obligor Pledge Agreement and Guaranty Amendment are, collectively,
the


                                       23
<PAGE>

"Supplemental Loan Documents") to which it is a party and each other Loan
Document to be delivered by it in connection with this First Amendment, (iii)
this First Amendment, the New Notes, the Replacement Notes, the Supplemental
Loan Documents, and each other Loan Document delivered in connection with this
First Amendment have been duly executed and delivered by the Borrower or other
Obligor, as the case may be, and (iv) this First Amendment, the New Notes, the
Replacement Notes, the Supplemental Loan Documents, each other Loan Document
delivered in connection with this First Amendment and the Credit Agreement, as
amended hereby, constitute the legal, valid and binding obligations of the
Borrower or other Obligor, as the case may be, enforceable in accordance with
their respective terms, except as enforceability may be limited by applicable
Debtor Relief Laws and by general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law) and except as rights
to indemnity may be limited by federal or state securities laws;

         (d) neither the execution, delivery and performance of this First
Amendment, the New Notes, the Replacement Notes, the Supplemental Loan
Documents, any other Loan Document delivered in connection with this First
Amendment or the Credit Agreement, as amended hereby, nor the consummation of
any transactions contemplated herein or therein, will conflict with or
contravene (i) any Organizational Document of the Borrower or any other Obligor,
as the case may be, (ii) any law or governmental regulation or court decree or
order binding on or affecting the Borrower or any other Obligor, as the case may
be, that could reasonably be expected to have a Material Adverse Effect, or
(iii) any indenture, agreement or other instrument to which the Borrower or any
other Obligor, as the case may be, or any of their respective property is
subject, that could reasonably be expected to have a Material Adverse Effect;
and

         (e) no authorization, approval, consent, or other action by, notice to,
or filing with, any governmental authority or other Person not previously
obtained or made is required for the (i) due execution, delivery or performance
by the Borrower or any other Obligor, as the case may be, of this First
Amendment, the New Notes, the Replacement Notes, the Supplemental Loan
Documents, or any other Loan Document delivered in connection with this First
Amendment or (ii) the acknowledgment by any Subsidiary Guarantor of this First
Amendment.

         3. CONDITIONS TO EFFECTIVENESS. This First Amendment shall be effective
upon satisfaction or completion of the following:

         (a) the Administrative Agent shall have received counterparts of this
First Amendment executed by the Lenders;

         (b) the Administrative Agent shall have received counterparts of this
First Amendment executed by the Borrower and acknowledged by each Subsidiary
Guarantor;

         (c) the Administrative Agent shall have received each of the New Notes
and Replacement Notes executed by the Borrower;

         (d) the Administrative Agent shall have received a certified resolution
of the Board of Directors (or other similar governing body) of (i) the Borrower
authorizing the execution,


                                       24
<PAGE>

delivery and performance of this First Amendment, the New Notes, the Replacement
Notes and the other Loan Documents to be executed and delivered by the Borrower
in connection with this First Amendment and (ii) each other Obligor (other than
an Additional Obligor) authorizing the execution, delivery and performance of
the Supplemental Loan Documents and each other Loan Document to be executed and
delivered by such Obligor in connection with this First Amendment;

         (e) the Administrative Agent shall have received from each Subsidiary
described in Section (a) of Schedule 1 hereto (each such Subsidiary, an
"Additional Obligor") a certificate, dated the date of the date of this First
Amendment, of its Secretary or Assistant Secretary as to (i) resolutions of its
Board of Directors then in full force and effect authorizing the execution,
delivery and performance of this First Amendment and each other Loan Document to
be executed by it; (ii) the incumbency and signatures of those of its officers
authorized to act with respect to this First Amendment, the Credit Agreement and
each other Loan Document executed by it; and (iii) its Organizational Documents,
upon which certificate each Lender may conclusively rely until it shall have
received a further certificate of the Secretary or Assistant Secretary of such
Additional Obligor canceling or amending such prior certificate;

         (f) the Administrative Agent shall have received from each Subsidiary
described in Section (b) of Schedule 1 hereto a certificate, dated the date of
this First Amendment, of its Secretary or Assistant Secretary as to its
Organizational Documents, upon which certificate each Lender may conclusively
rely until it shall have received a further certificate of the Secretary or
Assistant Secretary of such Subsidiary canceling or amending such prior
certificate;

         (g) the Administrative Agent shall have received an opinion of counsel
to the Borrower and the other Obligors (including, subject to the last paragraph
of this Section 3, foreign counsel, where applicable), in form and substance
satisfactory to the Administrative Agent and its special counsel, with respect
to matters set forth in Sections 2(c), (d) and (e) of this First Amendment and
such other matters as the Administrative Agent or its special counsel may
reasonably request;

         (h) the Administrative Agent shall have received in immediately
available funds the fees to be paid pursuant to the Amendment Fee Letter;

         (i) the Administrative Agent shall have received in immediately
available funds payment for all outstanding and invoiced reasonable legal fees
and expenses of counsel to the Administrative Agent;

         (j) (i) the Administrative Agent shall have received counterparts of
Guaranty Supplement No. 1, dated as of the date of this First Amendment, duly
executed by an Authorized Officer of each Additional Obligor, and the
Administrative Agent, (ii) the Additional Obligor Pledge Agreement, dated as of
the date of this First Amendment, duly executed by an Authorized Officer of each
Additional Obligor, together with the certificates evidencing all of the issued
and outstanding shares of Capital Stock and any certificates evidencing
interests in partnerships or limited liability companies of each Subsidiary of
each Additional Obligor which is a corporation, partnership or limited liability
company, as the case may be, which certificates shall in each case


                                       25
<PAGE>

be accompanied by undated stock or other powers duly executed in blank and shall
be pledged pursuant to the Additional Obligor Pledge Agreement (subject to the
proviso of Section 5.1.6 of the Credit Agreement); (iii) the Subsidiary Pledge
Amendment, dated as of the date of this First Amendment, duly executed by an
Authorized Officer of each U.S. Subsidiary (other than the Additional Obligors)
of the Borrower which in turn has any Subsidiaries, together with the
certificates evidencing all of the issued and outstanding shares owned by such
Person of Capital Stock which were not previously delivered to the
Administrative Agent and any certificates evidencing interests in partnerships
or limited liability companies of each such Subsidiary of such Person which is a
corporation, partnership or limited liability company which were not previously
delivered to the Administrative Agent, as the case may be, which shall be
pledged pursuant to the Subsidiary Pledge Agreement, as amended by the
Subsidiary Pledge Amendment, and which certificates shall in each case be
accompanied by undated stock powers duly executed in blank (subject to the
proviso of Section 5.1.6 of the Credit Agreement); (iv) the Additional Obligor
Security Agreement, dated as of the date of this First Amendment, duly executed
by an Authorized Officer of each Additional Obligor; and (v) all conditions to
effectiveness of the Supplemental Loan Documents shall have been satisfied; and

         (k) the Administrative Agent shall have received, in form and substance
satisfactory to the Administrative Agent and its counsel, such other documents,
certificates and instruments as the Administrative Agent shall require.

                  Notwithstanding anything in this Section 3 to the contrary,
         any Capital Stock of a Non-U.S. Subsidiary and any documents or
         opinions related thereto required to be delivered pursuant to this
         Section 3 (collectively, "Foreign Collateral Documents") may be
         delivered up to 45 days after the date of this First Amendment. The
         failure to deliver the Foreign Collateral Documents within 45 days
         after the date of this First Amendment shall be a Default which if not
         cured with 30 days thereafter shall be an Event of Default.

         4. PURCHASE BY LENDERS. Simultaneously with the satisfaction of
conditions of effectiveness set forth in Section 3 hereof, each Lender shall
purchase or sell (as the case may be), without recourse, an amount of Loans and
Letter of Credit Outstandings such that after giving effect to this First
Amendment, the amount of each Lender's Revolving Loan Commitment under the
Credit Agreement which has been utilized shall be pro rata among the Lenders in
the proportion that their respective Revolving Loan Commitments bear to the
Revolving Loan Commitment Amount as increased by this First Amendment. The
Borrower shall be obligated to pay any funding losses pursuant to Section 4.4 of
the Credit Agreement as a result of such purchases or sales by the Lenders. The
parties hereto agree that the provisions of Section 10.11.1 of the Credit
Agreement shall not be applicable to the addition of the New Lenders pursuant to
this First Amendment. Each New Lender represents and warrants to the
Administrative Agent as follows:

         (a) such New Lender hereby acknowledges and confirms that it has
received a copy of the Credit Agreement and the exhibits related thereto,
together with, to the extent requested by such New Lender, copies of the
documents which were required to be delivered under the Credit Agreement as a
condition to the making of the Credit Agreement Extensions thereunder;



                                       26
<PAGE>

         (b) such New Lender further confirms and agrees that in becoming a
Lender and in making its Commitments and Credit Extensions under the Credit
Agreement, such actions have and will be made without recourse to, or
representation or warranty by the Administrative Agent or any other Lender;

         (c) such New Lender represents and warrants that it is legally
authorized to enter into and deliver this First Amendment and become a Lender
under the Credit Agreement;

         (d) such New Lender has, independently and without reliance upon any
other Lender, or the Administrative Agent, and based on such documents and
information as it shall deem appropriate at the time, shall continue to make its
own credit decisions in taking or not taking action under the Credit Agreement,
the other Loan Documents and the other instruments and documents delivered in
connection therewith; and

         (e) such New Lender agrees to be bound by the terms and conditions set
forth in the Credit Agreement and the other Loan Documents as if it were an
original signatory thereto (and expressly makes the appointment set forth in,
and agrees to the obligations imposed under, Article IX of the Credit
Agreement).

         5. REFERENCE TO THE CREDIT AGREEMENT.

         (a) Upon the effectiveness of this First Amendment, each reference in
the Credit Agreement to "this Agreement", "hereunder", or words of like import
shall mean and be a reference to the Credit Agreement, as affected and amended
hereby.

         (b) The Credit Agreement, as amended by the amendments referred to
above, shall remain in full force and effect and is hereby ratified and
confirmed.

         6. COSTS, EXPENSES AND TAXES. In addition to the fees and expenses
referred to in Sections 3(h) and (i) of this First Amendment, the Borrower
agrees to pay on demand all out-of-pocket costs and expenses of the
Administrative Agent in connection with the preparation, reproduction, execution
and delivery of this First Amendment and the other instruments and documents to
be delivered hereunder (including the reasonable fees and out-of-pocket expenses
of counsel for the Administrative Agent with respect thereto).

         7. SUBSIDIARY GUARANTOR'S ACKNOWLEDGMENT. By signing below, each
Subsidiary Guarantor (a) acknowledges, consents and agrees to the execution,
delivery and performance by the Borrower of this First Amendment, (b)
acknowledges and agrees that its obligations in respect of its Subsidiary
Guaranty (i) are not released, diminished, waived, modified, impaired or
affected in any manner by this First Amendment or any of the provisions
contemplated herein and (ii) cover the Revolving Loan Commitment Amount, as
increased by this First Amendment, (c) ratifies and confirms its obligations
under its Subsidiary Guaranty, and (d) acknowledges and agrees that it has no
claims or offsets against, or defenses or counterclaims to, its Subsidiary
Guaranty.

         8. EXECUTION IN COUNTERPARTS. This First Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of


                                       27
<PAGE>

which when so executed and delivered shall be deemed to be an original and all
of which when taken together shall constitute but one and the same instrument.
For purposes of this First Amendment, a counterpart hereof (or signature page
thereto) signed and transmitted by any Person party hereto to the Administrative
Agent (or its counsel) by facsimile machine, telecopier or electronic mail is to
be treated as an original. The signature of such Person thereon, for purposes
hereof, is to be considered as an original signature, and the counterpart (or
signature page thereto) so transmitted is to be considered to have the same
binding effect as an original signature on an original document.

         9. GOVERNING LAW; BINDING EFFECT. This First Amendment shall be
governed by and construed in accordance with the internal laws of the State of
Texas, provided that each party shall retain all rights arising under federal
law, and shall be binding upon the parties hereto and their respective
successors and assigns.

         10. HEADINGS. Section headings in this First Amendment are included
herein for convenience of reference only and shall not constitute a part of this
First Amendment for any other purpose.

         11. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS FIRST
AMENDMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.



                   REMAINDER OF PAGE LEFT INTENTIONALLY BLANK




                                       28
<PAGE>



         IN WITNESS WHEREOF, this First Amendment is executed as of the date
first set forth above.

                                      W-H ENERGY SERVICES, INC.

                                      By:   /s/ Jeffrey L. Tepera
                                         ---------------------------------------
                                         Name:  Jeffrey L. Tepera
                                         Title: Vice President and Chief
                                                Financial Officer

                                      WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                      as Administrative Agent, as Swing
                                      Line Lender, as Issuer and as Lender

                                      By:   /s/ Eric R. Hollingsworth
                                         ---------------------------------------
                                         Name: Eric R. Hollingsworth
                                         Title: Vice President

                                      JPMORGAN CHASE BANK, NA,
                                      successor by merger with Bank One, NA, as
                                      Co-Syndication Agent and as a Lender

                                      By:     /s/ Dianne L. Russell
                                         ---------------------------------------
                                         Name:  Dianne L. Russell
                                                --------------------------------
                                         Title: Vice President
                                                --------------------------------

                                      THE BANK OF NOVA SCOTIA,
                                      as Co-Documentation Agent and as a Lender

                                      By:        /s/ V. H. Gibson
                                         ---------------------------------------
                                         Name:  V Gibson
                                                --------------------------------
                                         Title: Assistant Agent
                                                --------------------------------


                                       29
<PAGE>


                                      COMERICA BANK,
                                      as Co-Syndication Agent and as a Lender

                                      By:          /s/  Mona M. Foch
                                         ---------------------------------------
                                         Name:  Mona M. Foch
                                                --------------------------------
                                         Title: Senior Vice President - Texas
                                                Division
                                                --------------------------------

                                      CITIBANK TEXAS, N.A.,
                                      formerly known as First American Bank,
                                      S.S.B., as Managing Agent and as a Lender

                                      By:        /s/ Dale T. Wilson
                                         ---------------------------------------
                                         Name:  Dale T. Wilson
                                                --------------------------------
                                         Title: Senior Vice President
                                                --------------------------------

                                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                                      as Co-Documentation Agent and as a Lender

                                      By:       /s/ Michael S. Hodges
                                         ---------------------------------------
                                         Name:  Michael S. Hodges
                                                --------------------------------
                                         Title: Vice President
                                                --------------------------------

                                      SCOTIABANC INC.

                                      By:      /s/ William E. Zarrett
                                         ---------------------------------------
                                         Name:  William E. Zarrett
                                                --------------------------------
                                         Title: Managing Director
                                                --------------------------------

                                      BANK OF SCOTLAND

                                      By:         /s/ Karen Weich
                                         ---------------------------------------
                                         Name:  KAREN WEICH
                                                --------------------------------
                                         Title: ASSISTANT VICE PRESIDENT
                                                --------------------------------



                                       30
<PAGE>

                                      DnB NOR BANK ASA

                                      By:         /s/ Peter M. Dodge
                                         ---------------------------------------
                                         Name:  PETER M. DODGE
                                                --------------------------------
                                         Title: SENIOR VICE PRESIDENT
                                                --------------------------------

                                      By:      /s/ Stig Kristiansen
                                         ---------------------------------------
                                         Name:  STIG KRISTIANSEN
                                                --------------------------------
                                         Title: VICE PRESIDENT
                                                --------------------------------

                                      HIBERNIA NATIONAL BANK

                                      By:    /s/ Stephen H. Birnbaum
                                         ---------------------------------------
                                         Name:  Stephen H. Birnbaum
                                                --------------------------------
                                         Title: Vice President
                                                --------------------------------

                                      NATEXIS BANQUES POPULAIRES

                                      By:     /s/ Louis P. Laville, III
                                         ---------------------------------------
                                         Name:  Louis P. Laville, III
                                                --------------------------------
                                         Title: Vice President and Group Manager
                                                --------------------------------

                                      By:      /s/ Daniel Payer
                                         ---------------------------------------
                                         Name:  Daniel Payer
                                                --------------------------------
                                         Title: Vice President
                                                --------------------------------

                                      REGIONS BANK,
                                      successor by merger with Union Planters
                                      Bank NA

                                      By:       /s/ B. Forrest Taylor
                                         ---------------------------------------
                                         Name:  B. Forrest Taylor
                                                --------------------------------
                                         Title: Sr. Vice President
                                                --------------------------------



                                       31
<PAGE>



                                      ACKNOWLEDGED AND AGREED:

AGRI-EMPRESA, INC.


By:   /s/  Ernesto Bautista III
      ----------------------------------------------
Print Name:  Ernesto Bautista III
             ---------------------------------------
Print Title: Vice President and Corporate Controller
             ---------------------------------------


AGRI-EMPRESA TRANSPORTATION, INC.


By:   /s/  Ernesto Bautista III
      ----------------------------------------------
Print Name:  Ernesto Bautista III
             ---------------------------------------
Print Title: Vice President and Corporate Controller
             ---------------------------------------


BOYD'S BIT SERVICE, INC.


By:   /s/  Ernesto Bautista III
      ----------------------------------------------
Print Name:  Ernesto Bautista III
             ---------------------------------------
Print Title: Vice President and Corporate Controller
             ---------------------------------------


BOYD'S HOLDINGS, L.L.C.


By:   /s/  Ernesto Bautista III
      ----------------------------------------------
Print Name:  Ernesto Bautista III
             ---------------------------------------
Print Title: Vice President and Corporate Controller
             ---------------------------------------


COIL TUBING SERVICES, L.L.C.


By:   /s/  Ernesto Bautista III
      ----------------------------------------------
Print Name:  Ernesto Bautista III
             ---------------------------------------
Print Title: Vice President and Corporate Controller
             ---------------------------------------




                                       32
<PAGE>


DIAMOND WIRELINE SERVICES, INC.


By:   /s/  Ernesto Bautista III
      ----------------------------------------------
Print Name:  Ernesto Bautista III
             ---------------------------------------
Print Title: Vice President and Corporate Controller
             ---------------------------------------


DRILL MOTOR SERVICES, INC.


By:   /s/  Ernesto Bautista III
      ----------------------------------------------
Print Name:  Ernesto Bautista III
             ---------------------------------------
Print Title: Vice President and Corporate Controller
             ---------------------------------------


DUTCH, INC.


By:   /s/  Ernesto Bautista III
      ----------------------------------------------
Print Name:  Ernesto Bautista III
             ---------------------------------------
Print Title: Vice President and Corporate Controller
             ---------------------------------------


DYNA DRILL TECHNOLOGIES, INC.


By:   /s/  Ernesto Bautista III
      ----------------------------------------------
Print Name:  Ernesto Bautista III
             ---------------------------------------
Print Title: Vice President and Corporate Controller
             ---------------------------------------


E. M. HOBBS, L.P.

By:  W-H Acquisitions, LLC


By:   /s/  Ernesto Bautista III
      ----------------------------------------------
Print Name:  Ernesto Bautista III
             ---------------------------------------
Print Title: Vice President and Corporate Controller
             ---------------------------------------


                                       33

<PAGE>

GRINDING AND SIZING COMPANY, INC.


By:   /s/  Ernesto Bautista III
      ----------------------------------------------
Print Name:  Ernesto Bautista III
             ---------------------------------------
Print Title: Vice President and Corporate Controller
             ---------------------------------------


INTEGRITY INDUSTRIES, INC.


By:   /s/  Ernesto Bautista III
      ----------------------------------------------
Print Name:  Ernesto Bautista III
             ---------------------------------------
Print Title: Vice President and Corporate Controller
             ---------------------------------------


LSDI, L.P.

By:      Superior Lonestar GP, L.L.C.


By:   /s/  Ernesto Bautista III
      ----------------------------------------------
Print Name:  Ernesto Bautista III
             ---------------------------------------
Print Title: Vice President and Corporate Controller
             ---------------------------------------


PATHFINDER ENERGY HOLDINGS, INC.


By:   /s/  Ernesto Bautista III
      ----------------------------------------------
Print Name:  Ernesto Bautista III
             ---------------------------------------
Print Title: Vice President and Corporate Controller
             ---------------------------------------


PATHFINDER ENERGY, INC.


By:   /s/  Ernesto Bautista III
      ----------------------------------------------
Print Name:  Ernesto Bautista III
             ---------------------------------------
Print Title: Vice President and Corporate Controller
             ---------------------------------------





                                       34
<PAGE>


PATHFINDER MEXICO HOLDINGS, L.L.C.


By:   /s/  Ernesto Bautista III
      ----------------------------------------------
Print Name:  Ernesto Bautista III
             ---------------------------------------
Print Title: Vice President and Corporate Controller
             ---------------------------------------


PATHFINDER ENERGY SERVICES HOLDINGS, INC.


By:   /s/  Ernesto Bautista III
      ----------------------------------------------
Print Name:  Ernesto Bautista III
             ---------------------------------------
Print Title: Vice President and Corporate Controller
             ---------------------------------------


PATHFINDER ENERGY SERVICES, INC.


By:   /s/  Ernesto Bautista III
      ----------------------------------------------
Print Name:  Ernesto Bautista III
             ---------------------------------------
Print Title: Vice President and Corporate Controller
             ---------------------------------------


PATHFINDER ENERGY SERVICES, LP

By:  Pathfinder Energy, Inc.


By:   /s/  Ernesto Bautista III
      ----------------------------------------------
Print Name:  Ernesto Bautista III
             ---------------------------------------
Print Title: Vice President and Corporate Controller
             ---------------------------------------


PATHFINDER INTERNATIONAL, L.P.

By:  WHES Management, Inc.


By:   /s/  Ernesto Bautista III
      ----------------------------------------------
Print Name:  Ernesto Bautista III
             ---------------------------------------
Print Title: Vice President and Corporate Controller
             ---------------------------------------



                                       35
<PAGE>


PERF-O-LOG, INC.


By:   /s/  Ernesto Bautista III
      ----------------------------------------------
Print Name:  Ernesto Bautista III
             ---------------------------------------
Print Title: Vice President and Corporate Controller
             ---------------------------------------


STG TRANSPORTATION, INC.


By:   /s/  Ernesto Bautista III
      ----------------------------------------------
Print Name:  Ernesto Bautista III
             ---------------------------------------
Print Title: Vice President and Corporate Controller
             ---------------------------------------


SUPERIOR LONESTAR GP, L.L.C.


By:   /s/  Ernesto Bautista III
      ----------------------------------------------
Print Name:  Ernesto Bautista III
             ---------------------------------------
Print Title: Vice President and Corporate Controller
             ---------------------------------------


SUPERIOR LONESTAR LP, L.L.C.


By:   /s/  Ernesto Bautista III
      ----------------------------------------------
Print Name:  Ernesto Bautista III
             ---------------------------------------
Print Title: Vice President and Corporate Controller
             ---------------------------------------


SUPERIOR PACKAGING & DISTRIBUTION, L.P.

By: Superior Lonestar GP, L.L.C.


By:   /s/  Ernesto Bautista III
      ----------------------------------------------
Print Name:  Ernesto Bautista III
             ---------------------------------------
Print Title: Vice President and Corporate Controller
             ---------------------------------------




                                       36
<PAGE>


THOMAS ENERGY SERVICES, INC.


By:      /s/  Ernesto Bautista III
    ------------------------------------------------
Print Name:       Ernesto Bautista III
                  ----------------------------------
Print Title: Vice President and Corporate Controller
             ---------------------------------------


U.S. CLAY, L.P.

By:  Agri-Empresa, Inc.


By:      /s/  Ernesto Bautista III
    ------------------------------------------------
Print Name:       Ernesto Bautista III
                  ----------------------------------
Print Title: Vice President and Corporate Controller
             ---------------------------------------


W-H ACQUISITIONS, LLC


By:      /s/  Ernesto Bautista III
    ------------------------------------------------
Print Name:       Ernesto Bautista III
                  ----------------------------------
Print Title: Vice President and Corporate Controller
             ---------------------------------------


W-H DRILLING SOLUTIONS, INC.


By:      /s/  Ernesto Bautista III
    ------------------------------------------------
Print Name:       Ernesto Bautista III
                  ----------------------------------
Print Title: Vice President and Corporate Controller
             ---------------------------------------


W-H ENERGY FINANCING, L.P.

By:  WHES Management, Inc.


By:      /s/  Ernesto Bautista III
    ------------------------------------------------
Print Name:       Ernesto Bautista III
                  ----------------------------------
Print Title: Vice President and Corporate Controller
             ---------------------------------------


                                       37
<PAGE>


W-H ENERGY HOLDINGS, INC.


By:      /s/  Ernesto Bautista III
    ------------------------------------------------
Print Name:       Ernesto Bautista III
                  ----------------------------------
Print Title: Vice President and Corporate Controller
             ---------------------------------------


W-H ENERGY HOLDINGS II, INC.


By:      /s/  Ernesto Bautista III
    ------------------------------------------------
Print Name:       Ernesto Bautista III
                  ----------------------------------
Print Title: Vice President and Corporate Controller
             ---------------------------------------


W-H ENERGY SERVICES, L.P.

By:  WHES Management, Inc.


By:      /s/  Ernesto Bautista III
    ------------------------------------------------
Print Name:       Ernesto Bautista III
                  ----------------------------------
Print Title: Vice President and Corporate Controller
             ---------------------------------------


WHES MANAGEMENT, INC.


By:      /s/  Ernesto Bautista III
    ------------------------------------------------
Print Name:       Ernesto Bautista III
                  ----------------------------------
Print Title: Vice President and Corporate Controller
             ---------------------------------------


WHES PARTNERS, INC.


By:      /s/  Kenneth T. White, Jr.
    ------------------------------------------------
Print Name:       Kenneth T. White, Jr.
                  ----------------------------------
Print Title: President
             ---------------------------------------


                                       38
<PAGE>

                                   Schedule 1

Section a

<TABLE>
<CAPTION>
SUBSIDIARY                                         JURISDICTION OF ORGANIZATION
----------                                         ----------------------------
<S>                                                <C>
Pathfinder Energy Mexico Holdings, L.L.C.                    Delaware
Boyd's Holdings, L.L.C.                                      Delaware
Superior Lonestar GP, L.L.C.                                 Delaware
Superior Lonestar LP, L.L.C.                                 Delaware
LSDI, L.P.                                                   Delaware
Superior Packaging & Distribution, L.P.                      Delaware
W-H Energy Holdings II, Inc.                                 Delaware
</TABLE>




Section b

<TABLE>
<CAPTION>
SUBSIDIARY                                         JURISDICTION OF ORGANIZATION
----------                                         ----------------------------
<S>                                                <C>
W-H Energy de Mexico, S. de R.L. de C.V.                     Mexico
W-H Energy Servicios, S. de R.L. de C.V.                     Mexico
Boyd's Rental Tools Servicios S. de R.L. de C.V.             Mexico
Boyd's Rental Tools S. de R.L. de C.V.                       Mexico
</TABLE>




                                   Schedule 1

<PAGE>


                                                                     SCHEDULE II

    NOTICE INFORMATION; PERCENTAGES RELATING TO COMMITMENTS; LENDING OFFICES


<TABLE>
<S>                                                                         <C>
BORROWER:

W-H ENERGY SERVICES, INC.
10370 Richmond Ave.
Suite 990
Houston, TX  77042
Telephone:  (713) 974-9071
Facsimile:  (713) 974-7029
Attn:  Jeffrey L. Tepera


ADMINISTRATIVE AGENT:

WELLS FARGO BANK, NATIONAL ASSOCIATION
Energy Group
1000 Louisiana, 3rd Floor
Houston, TX  77002
Telephone:  (713) 319-1350
Facsimile:  (713) 739-1087
Attn:  WH Energy Relationship Manager

LENDERS:                                                                    COMMITMENT PERCENTAGES:

WELLS FARGO BANK, NATIONAL ASSOCIATION                                      16.000000000%
Energy Group
1000 Louisiana, 3rd Floor
Houston, TX  77002
Telephone:  (713) 319-1350
Facsimile:  (713) 739-1087                                                  Commitment amount:
Attn:  WH Energy Relationship Manager                                       $60,000,000.00

COMERICA BANK                                                               10.666666667%
910 Louisiana, Suite 400
Houston, TX  77002
Telephone:  (281) 243-1442
Facsimile:  (713) 220-5651
Attn:  Mona Foch                                                            Commitment amount:
                                                                            $40,000,000.00
</TABLE>
                                  Schedule II-1

<PAGE>

<TABLE>
<S>                                                                         <C>
JPMORGAN CHASE BANK, NA                                                     16.000000000%
600 Travis Street, 20th Floor
Houston, TX  77002
Telephone:  (713) 216-6603
Facsimile:  (713) 216-7794
Attn:  Dianne L. Russell                                                    Commitment amount:
                                                                            $60,000,000.00

THE BANK OF NOVA SCOTIA                                                     5.333333333%
600 Peachtree Street N.E., Suite 2700
Atlanta, GA  30308
Telephone:  (404) 877-1500
Facsimile:  (404) 888-8998
Attn:  William E. Zarrett                                                   Commitment amount:
                                                                            $20,000,000.00

SCOTIABANC INC.                                                             5.333333333%
600 Peachtree Street N.E., Suite 2700
Atlanta, GA  30308
Telephone:  (404) 877-1500
Facsimile:  (404) 888-8998
Attn:  William E. Zarrett                                                   Commitment amount:
                                                                            $20,000,000.00

DnB NOR BANK ASA                                                            6.666666667%
200 Park Avenue, 31st Floor
New York, NY  10166
Telephone:  (212) 681-3865
Facsimile:  (212) 681-3900
Attn:  Stig Kristiansen                                                     Commitment amount:
                                                                            $25,000,000.00

REGIONS BANK                                                                4.000000000%
5005 Woodway, Suite 110
Houston, TX  77056
Telephone:  (713) 426-7128
Facsimile:  (713) 426-7180
Attn:  Angie Castaneda                                                      Commitment amount:
       B. Forrest Taylor                                                    $15,000,000.00

CITIBANK TEXAS, N.A.                                                        10.666666667%
2000 W. Sam Houston
Parkway South, Suite 600
Houston, TX  77042
Telephone:  (713) 954-9562 x 135
Facsimile:  (713) 954-2053                                                  Commitment amount:
Attn:  Barb James                                                           $40,000,000.00
       Dale T. Wilson
</TABLE>


                                  Schedule II-2


<PAGE>

<TABLE>
<S>                                                                         <C>
NATEXIS BANQUES POPULAIRES                                                  4.000000000%
Southwest Representative Office
333 Clay Street, Suite 4340
Houston, TX  77002
Telephone:  (713) 759-9409
Facsimile:  (713) 571-6165                                                  Commitment amount:
Attn:  Tanya McAllister                                                     $15,000,000.00

HIBERNIA NATIONAL BANK                                                      4.000000000%
313 Carondelet St. 10th Fl.
New Orleans, LA  70130
Telephone:  (504) 533-5354
Facsimile:  (504) 533-5434
Attn:  Sandra Margavio                                                      Commitment amount:
                                                                            $15,000,000.00

WACHOVIA BANK, NATIONAL ASSOCIATION                                         10.666666667%
201 S. College
Charlotte, NC
Telephone:  (704) 715-9645
Facsimile:  (704) 715-0099
Attn:  Crystal M. James                                                     Commitment amount:
                                                                            $40,000,000.00

BANK OF SCOTLAND                                                            6.666666667%
565 Fifth Avenue
New York, NY  10017
Telephone:  (212) 450-0877
Facsimile:  (212) 479-2806
Attn:  Karen Weich                                                          Commitment amount:
       Amena Nabi                                                           $25,000,000.00
</TABLE>



                                  Schedule II-3


<PAGE>


                                   Exhibit H