<PAGE>
                                                                    Exhibit 10.8

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



                                CREDIT AGREEMENT,

                           dated as of June 30, 2004,

                                      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

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

                  SOLE LEAD ARRANGER AND BOOK RUNNING MANAGER:

                     WELLS FARGO BANK, NATIONAL ASSOCIATION

                               SYNDICATION AGENT:

                                  COMERICA BANK

                              DOCUMENTATION AGENT:

                                  BANK ONE, NA

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


<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                                                         PAGE
-------                                                                                                         ----
<S>                   <C>                                                                                       <C>
ARTICLE I  DEFINITIONS AND ACCOUNTING TERMS

Section 1.1.          Defined Terms...............................................................................1
Section 1.2.          Use of Defined Terms.......................................................................26
Section 1.3.          Cross-References...........................................................................26
Section 1.4.          Accounting and Financial Determinations....................................................26

ARTICLE II  COMMITMENTS, BORROWING PROCEDURES AND NOTES

Section 2.1.          Commitments................................................................................26
Section 2.1.1.        Revolving Loan Commitment and Swing Line Loan Commitment...................................26
Section 2.1.2.        Letter of Credit Commitment................................................................27
Section 2.1.3.        Lenders Not Permitted or Required To Make Loans............................................27
Section 2.1.4.        Issuer Not Permitted or Required to Issue Letters of Credit................................27
Section 2.2.          Changes in Commitment Amount...............................................................28
Section 2.2.1.        Reduction of Commitment Amounts............................................................28
Section 2.2.2.        Increases in Revolving Loan Commitment Amount..............................................28
Section 2.3.          Borrowing Procedures and Funding Maintenance...............................................29
Section 2.3.1.        Revolving Loans............................................................................29
Section 2.3.2.        Swing Line Loans...........................................................................30
Section 2.4.          Continuation and Conversion Elections......................................................32
Section 2.5.          Funding....................................................................................32
Section 2.6.          Issuance Procedures........................................................................32
Section 2.6.1.        Other Lenders' Participation...............................................................33
Section 2.6.2.        Disbursements; Conversion to Revolving Loans...............................................33
Section 2.6.3.        Reimbursement..............................................................................34
Section 2.6.4.        Deemed Disbursements.......................................................................34
Section 2.6.5.        Nature of Reimbursement Obligations........................................................35
Section 2.7.          Register; Notes............................................................................35

ARTICLE III  REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

Section 3.1.          Repayments and Prepayments; Application....................................................36
Section 3.1.1.        Repayments and Prepayments.................................................................36
Section 3.1.2.        Application................................................................................37
Section 3.2.          Interest Provisions........................................................................37
Section 3.2.1.        Rates......................................................................................37
Section 3.2.2.        Post-Maturity Rates........................................................................38
Section 3.2.3.        Payment Dates..............................................................................38
Section 3.3.          Fees.......................................................................................39
Section 3.3.1.        Commitment Fee.............................................................................39
Section 3.3.2.        Administrative Agent's Fees................................................................39
</TABLE>


                                      -i-
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                                                         PAGE
-------                                                                                                         ----
<S>                   <C>                                                                                       <C>
Section 3.3.3.        Letter of Credit Face Amount Fee...........................................................39
Section 3.3.4.        Letter of Credit Fronting Fee..............................................................39

ARTICLE IV  CERTAIN LIBO RATE AND OTHER PROVISIONS

Section 4.1.          LIBO Rate Lending Unlawful.................................................................39
Section 4.2.          Deposits Unavailable.......................................................................40
Section 4.3.          Increased LIBO Rate Loan Costs, etc........................................................40
Section 4.4.          Funding Losses.............................................................................41
Section 4.5.          Increased Capital Costs....................................................................41
Section 4.6.          Delay in Requests..........................................................................42
Section 4.7.          Taxes......................................................................................42
Section 4.8.          Payments, Computations, etc................................................................44
Section 4.9.          Sharing of Payments........................................................................44
Section 4.10.         Setoff.....................................................................................45
Section 4.11.         Replacement of Lenders.....................................................................45
Section 4.12.         Use of Proceeds............................................................................46

ARTICLE V  CONDITIONS PRECEDENT

Section 5.1.          Credit Extensions..........................................................................46
Section 5.1.1.        Resolutions, etc...........................................................................46
Section 5.1.2.        Delivery of Notes..........................................................................46
Section 5.1.3.        Compliance Certificate.....................................................................46
Section 5.1.4.        Agreement Effective Date Certificate.......................................................46
Section 5.1.5.        Subsidiary Guaranty........................................................................47
Section 5.1.6.        Pledge Agreements..........................................................................47
Section 5.1.7.        Security Agreements........................................................................47
Section 5.1.8.        Financial Information, etc.................................................................48
Section 5.1.9.        Solvency, etc..............................................................................48
Section 5.1.10.       Litigation.................................................................................48
Section 5.1.11.       Material Adverse Effect....................................................................48
Section 5.1.12.       Insurance..................................................................................49
Section 5.1.13.       Opinions of Counsel........................................................................49
Section 5.1.14.       UCC Filing Service.........................................................................49
Section 5.1.15.       Closing Fees, Expenses, etc................................................................49
Section 5.1.16.       Existing Credit Agreement..................................................................49
Section 5.1.17.       Satisfactory Legal Form....................................................................49
Section 5.2.          All Credit Extensions......................................................................49
Section 5.2.1.        Compliance with Warranties, No Default, etc................................................49
Section 5.2.2.        Credit Extension Request...................................................................50
</TABLE>


                                      -ii-
<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                                                         PAGE
-------                                                                                                         ----
<S>                   <C>                                                                                       <C>
ARTICLE VI  REPRESENTATIONS AND WARRANTIES

Section 6.1.          Organization, etc..........................................................................50
Section 6.2.          Due Authorization, Non-Contravention, etc..................................................51
Section 6.3.          Government Approval, Regulation, etc.......................................................51
Section 6.4.          Validity, etc..............................................................................51
Section 6.5.          Financial Information......................................................................51
Section 6.6.          No Material Adverse Effect.................................................................52
Section 6.7.          Litigation, Labor Controversies, etc.......................................................52
Section 6.8.          Subsidiaries; Investments..................................................................52
Section 6.9.          Ownership of Properties....................................................................52
Section 6.10.         Taxes......................................................................................52
Section 6.11.         Pension and Welfare Plans..................................................................52
Section 6.12.         Environmental Warranties...................................................................53
Section 6.13.         Regulations U and X........................................................................54
Section 6.14.         Accuracy of Information....................................................................55
Section 6.15.         Solvency...................................................................................55
Section 6.16.         Common Enterprise..........................................................................55

ARTICLE VII  COVENANTS

Section 7.1.          Affirmative Covenants......................................................................55
Section 7.1.1.        Financial Information, Reports, Notices, etc...............................................55
Section 7.1.2.        Compliance with Laws, etc..................................................................57
Section 7.1.3.        Maintenance of Properties..................................................................57
Section 7.1.4.        Insurance..................................................................................57
Section 7.1.5.        Books and Records..........................................................................58
Section 7.1.6.        Environmental Covenant.....................................................................58
Section 7.1.7.        Future Subsidiaries........................................................................59
Section 7.1.8.        Future Leased Property and Future Acquisitions of Real Property; Future Acquisition
                      of Other Property..........................................................................60
Section 7.1.9.        Use of Proceeds, etc.......................................................................60
Section 7.1.10.       Further Assurances.........................................................................61
Section 7.1.11.       Assets and EBITDA..........................................................................61
Section 7.2.          Negative Covenants.........................................................................61
Section 7.2.1.        Business Activities........................................................................61
Section 7.2.2.        Indebtedness...............................................................................62
Section 7.2.3.        Liens......................................................................................63
Section 7.2.4.        Financial Covenants........................................................................64
Section 7.2.5.        Investments................................................................................64
Section 7.2.6.        Restricted Payments, etc...................................................................66
Section 7.2.7.        Capital Expenditures, etc..................................................................67
</TABLE>


                                     -iii-
<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                                                         PAGE
-------                                                                                                         ----
<S>                   <C>                                                                                       <C>
Section 7.2.8.        Consolidation, Merger, etc.................................................................67
Section 7.2.9.        Asset Dispositions, etc....................................................................67
Section 7.2.10.       Modification of Certain Agreements.........................................................68
Section 7.2.11.       Transactions with Affiliates...............................................................68
Section 7.2.12.       Negative Pledges, Restrictive Agreements, etc..............................................68
Section 7.2.13.       Sale and Leaseback.........................................................................69
Section 7.2.14.       Accounting Changes.........................................................................69

ARTICLE VIII  EVENTS OF DEFAULT

Section 8.1.          Listing of Events of Default...............................................................69
Section 8.1.1.        Non-Payment of Obligations.................................................................69
Section 8.1.2.        Breach of Warranty.........................................................................69
Section 8.1.3.        Non-Performance of Certain Covenants and Obligations.......................................69
Section 8.1.4.        Non-Performance of Other Covenants and Obligations.........................................69
Section 8.1.5.        Default on Other Indebtedness..............................................................70
Section 8.1.6.        Judgments..................................................................................70
Section 8.1.7.        Pension Plans..............................................................................70
Section 8.1.8.        Control of the Borrower....................................................................70
Section 8.1.9.        Bankruptcy, Insolvency, etc................................................................70
Section 8.1.10.       Impairment of Security, etc................................................................71
Section 8.2.          Action if Bankruptcy.......................................................................71
Section 8.3.          Action if Other Event of Default...........................................................72
Section 8.4.          Exercise of Remedies.......................................................................72
Section 8.5.          Application of Funds.......................................................................72

ARTICLE IX  THE ADMINISTRATIVE AGENT

Section 9.1.          Actions....................................................................................73
Section 9.2.          Funding Reliance, etc......................................................................74
Section 9.3.          Exculpation................................................................................74
Section 9.4.          Successor..................................................................................75
Section 9.5.          Loans or Letters of Credit Issued by the Issuer............................................75
Section 9.6.          Credit Decisions...........................................................................76
Section 9.7.          Copies, etc................................................................................76
Section 9.8.          Releases...................................................................................76

ARTICLE X  MISCELLANEOUS PROVISIONS

Section 10.1.         Waivers, Amendments, etc...................................................................76
Section 10.2.         Notices....................................................................................77
Section 10.3.         Payment of Costs and Expenses..............................................................78
Section 10.4.         Indemnification............................................................................78
</TABLE>


                                      -iv-
<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                                                         PAGE
-------                                                                                                         ----
<S>                   <C>                                                                                       <C>
Section 10.5.         Survival...................................................................................79
Section 10.6.         Severability...............................................................................80
Section 10.7.         Headings...................................................................................80
Section 10.8.         Execution in Counterparts, Effectiveness, etc..............................................80
Section 10.9.         Governing Law..............................................................................80
Section 10.10.        Successors and Assigns.....................................................................80
Section 10.11.        Sale and Transfer of Loans and Notes; Participations in Loans and Notes....................80
Section 10.11.1.      Assignments................................................................................81
Section 10.11.2.      Participations.............................................................................82
Section 10.12.        Other Transactions.........................................................................83
Section 10.13.        Independence of Covenants..................................................................83
Section 10.14.        Interest Rate Limitation...................................................................83
Section 10.15.        Commitment Letter..........................................................................84
Section 10.16.        Forum Selection and Consent to Jurisdiction................................................84
Section 10.17.        USA PATRIOT Act Notice.....................................................................84
Section 10.18.        Communications.............................................................................85
Section 10.19.        Waiver of Jury Trial.......................................................................85
Section 10.20.        Entire Agreement...........................................................................86
</TABLE>


                                      -v-
<PAGE>



<TABLE>
<S>                  <C>   <C>
SCHEDULE I........    -    Disclosure Schedule

SCHEDULE II.......    -    Notice Information; Lending Offices; Percentages Relating to Commitments

SCHEDULE III......    -    Existing Letters of Credit

EXHIBIT A-1.......    -    Form of Revolving Note
EXHIBIT A-2.......    -    Form of Swing Line Note
EXHIBIT B.........    -    Form of Borrowing Request
EXHIBIT C.........    -    Form of Issuance Request
EXHIBIT D.........    -    Form of Continuation/Conversion Notice
EXHIBIT E.........    -    Form of Agreement Effective Date Certificate
EXHIBIT F.........    -    Form of Compliance Certificate
EXHIBIT G.........    -    Form of Subsidiary Guaranty
EXHIBIT H.........    -    Form of Solvency Certificates
EXHIBIT I.........    -    Form of Lender Assignment Agreement
EXHIBIT J.........    -    Form of Opinion of Counsel to the Obligors
EXHIBIT K-1.......    -    Form of Borrower Pledge Agreement
EXHIBIT K-2.......    -    Form of Subsidiary Pledge Agreement
EXHIBIT L-1.......    -    Form of Borrower Security Agreement
EXHIBIT L-2.......    -    Form of Subsidiary Security Agreement
</TABLE>


                                      -vi-
<PAGE>


                                CREDIT AGREEMENT

      THIS CREDIT AGREEMENT, dated as of June 30, 2004 (this "Agreement"), is
made by and among W-H ENERGY SERVICES, INC., a Texas corporation (the
"Borrower"), the various financial institutions as are or may become parties
hereto (each individually, a "Lender" and collectively, the "Lenders"), WELLS
FARGO BANK, NATIONAL ASSOCIATION ("Wells Fargo"), as administrative agent (the
"Administrative Agent") for the Lenders, COMERICA BANK, as Syndication Agent,
and BANK ONE, NA, as Documentation Agent.

                                   WITNESSETH:

      WHEREAS, the Borrower is primarily engaged through its various
Subsidiaries (as defined herein) in the business of providing products and
services used primarily in connection with the drilling, completion and
production of oil and natural gas wells;

      WHEREAS, the Lenders have been requested to provide the Borrower a
revolving credit facility in order to provide funds to (a) refinance the
existing debt under the Existing Credit Agreement (as defined herein), (b)
finance acquisitions, and (c) finance the ongoing working capital and general
corporate requirements of the Borrower and its Subsidiaries; and

      WHEREAS, the Lenders are willing to provide such revolving credit
facility, subject to the terms and conditions set forth herein.

      NOW, THEREFORE, the parties hereto hereby agree as follows:

                                   ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

      Section 1.1. Defined Terms. The following terms (whether or not
underscored) when used in this Agreement, including its preamble and recitals,
shall, except where the context otherwise requires, have the following meanings
(such meanings to be equally applicable to the singular and plural forms
thereof):

      "Act" is defined in Section 10.17.

      "Administrative Agent" is defined in the preamble, and includes each other
Person as shall have subsequently been appointed as the successor Administrative
Agent pursuant to Section 9.4.

      "Administrative Agent Fee Letter" means the confidential fee letter, dated
as of June 4, 2004, between Wells Fargo and the Borrower.

      "Affiliate" of any Person means any other Person which, directly or
indirectly, controls, is controlled by or is under common control with such
Person (excluding any trustee under, or any committee with responsibility for
administering, any Plan). A Person shall be deemed to be "controlled by" any
other Person if such other Person possesses, directly or indirectly, power (i)
to vote 10% or more of the securities (on a fully diluted basis) having ordinary
voting power


                                      -1-
<PAGE>

for the election of directors or managing general partners; or (ii) to direct or
cause the direction of the management and policies of such Person whether by
contract or otherwise.

      "Aggregate Outstandings" means the aggregate outstanding principal amount
of all Revolving Loans, Swing Line Loans and Reimbursement Obligations,
determined as at the last day of any Fiscal Quarter.

      "Agreement" means, on any date, this Agreement, as the same may be
thereafter from time to time amended, supplemented, amended and restated, or
otherwise modified and in effect on such date.

      "Agreement Effective Date" means the date on which all closing conditions
set forth in Article V of this Agreement (other than as set forth in Section
5.1) are satisfied and this Agreement becomes effective pursuant to Section
10.8.

      "Agreement Effective Date Certificate" means a certificate of an
Authorized Officer of the Borrower substantially in the form of Exhibit E
hereto, delivered pursuant to Section 5.1.4.

      "Alternate Base Rate" means, on any date and with respect to all Base Rate
Loans, a fluctuating rate of interest per annum equal to the higher of (i) the
prime rate of interest in effect for such day as publicly announced or
established from time to time by the Administrative Agent, and (ii) the Federal
Funds Rate most recently determined by the Administrative Agent plus 1/2 of 1%.
The Alternate Base Rate is not necessarily intended to be the lowest rate of
interest determined by the Administrative Agent in connection with extensions of
credit. Changes in the rate of interest on that portion of any Loans maintained
as Base Rate Loans will take effect simultaneously with each change in the
Alternate Base Rate. The Administrative Agent will give notice promptly to the
Borrower and the Lenders of changes in the Alternate Base Rate.

      "Applicable Commitment Fee" means in respect of the Revolving Loan
Commitment (a) at all times from the Agreement Effective Date through (but
excluding) the date upon which the Compliance Certificate for the Fiscal Quarter
ending September 30, 2004 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 0.375% 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 2.25:1                            0.500%
greater than or equal to 1.75:1 but less
than 2.25:1                                             0.375%
less than 1.75:1                                        0.300%
</TABLE>


                                      -2-
<PAGE>

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 0.500%.

      "Applicable Law" means (a) in respect of any Person, all provisions of
laws, governmental rules and regulations applicable to such Person, and all
orders and decrees of all courts of competent jurisdiction and determinations of
arbitrators applicable to such Person and (b) in respect of contracts made or
performed in the State of Texas, "Applicable Law" shall also mean the laws of
the United States of America, including, without limitation the foregoing, 12
USC Sections 85 and 86, as amended to the date hereof and as the same may be
amended at any time and from time to time hereafter, and any other statute of
the United States of America now or at any time hereafter prescribing the
maximum rates of interest on loans and extensions of credit, and the laws of the
State of Texas.

      "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
Agreement Effective Date through (but excluding) the date upon which the
Compliance Certificate for the Fiscal Quarter ending September 30, 2004 is
delivered or required to be delivered by the Borrower to the Administrative
Agent pursuant to clause (c) of Section 7.1.1, 1.00% 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 Agreement
Effective Date through (but excluding) the date upon which the Compliance
Certificate for the Fiscal Quarter ending September 30, 2004 is delivered or
required to be delivered by the Borrower to the Administrative Agent pursuant to
clause (c) of Section 7.1.1, 2.00% 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":


                                      -3-
<PAGE>

<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                                               1.50%                       2.50%
greater than or equal 2.25:1 and less than 2.75:1                          1.25%                       2.25%
greater than or equal 1.75:1 and less than 2.25:1                          1.00%                       2.00%
greater than or equal 1.25:1 and less than 1.75:1                          0.75%                       1.75%
less than 1.25:1                                                           0.50%                       1.50%
</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 Applicable Margin set forth in the applicable table for Loans of the
same Type and Tranche.

      "Approved Fund" means, with respect to any Lender that is a fund that
invests in commercial loans, any other fund that invests in commercial loans and
is managed or advised by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.

      "Assignee Lender" is defined in clause (b) of Section 10.11.1.

      "Attributable Indebtedness" means, in respect of any Synthetic Lease
Obligation of any Person, as at the date of determination, the present value
(discounted at a rate equal to the rate of interest implicit in such
transaction, determined in accordance with GAAP), all compounded annually, of
the remaining lease payments under the relevant lease that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP if
such lease were accounted for as a Capitalized Lease Liability.

      "Audited Financial Statement Date" means (a) initially, December 31, 2003
and (b) each December 31 thereafter.

      "Authorized Officer" means, relative to any Obligor, those of its officers
whose signatures and incumbency shall have been certified to the Administrative
Agent and the Lenders pursuant to Section 5.1.1.

      "Availability" means, as of any date of determination, an amount equal to
the remainder of (a) the Revolving Loan Commitment Amount on such date minus (b)
the sum of (i) the outstanding principal amount of all Revolving Loans on such
date, plus (ii) the Letter of Credit Outstandings on such date, plus (iii) the
outstanding principal amount of all Swing Line Loans on such date.


                                      -4-
<PAGE>

      "Base Financial Statements" is defined in Section 5.1.8.

      "Base Rate Loan" means a Loan bearing interest at a fluctuating rate
determined by reference to the Alternate Base Rate.

      "Borrower" is defined in the preamble.

      "Borrower Pledge Agreement" means the Pledge Agreement to be executed and
delivered by an Authorized Officer of the Borrower, substantially in the form of
Exhibit K-1 hereto, as amended, supplemented, amended and restated or otherwise
modified from time to time.

      "Borrower Security Agreement" means the Security Agreement to be executed
and delivered by an Authorized Officer of the Borrower, substantially in the
form of Exhibit L-1 hereto, as amended, supplemented, amended and restated or
otherwise modified from time to time.

      "Borrowing" means Loans of the same type and, in the case of LIBO Rate
Loans, having the same Interest Period made by the relevant Lenders on the same
Business Day and pursuant to the same Borrowing Request in accordance with
Section 2.1.

      "Borrowing Request" means a loan request and certificate duly executed by
an Authorized Officer of the Borrower, substantially in the form of Exhibit B
hereto.

      "Business Day" means

            (a) any day which is neither a Saturday or Sunday nor a legal
      holiday on which banks are authorized or required to be closed in Houston,
      Texas or Denver, Colorado; and

            (b) relative to making, continuing, converting into, Interest
      Periods with respect to and payments of principal and interest in respect
      of, LIBO Rate Loans, any day referred to in clause (a) above on which
      dealings in Dollars are carried on in the London interbank market.

      "Capital Expenditures" means, with respect to any Person for any period,
the sum (without duplication) of

            (a) the aggregate amount of all expenditures of such Person and its
      Subsidiaries for fixed or capital assets made during such period which, in
      accordance with GAAP, would be classified as capital expenditures; and

            (b) the aggregate amount of all Capitalized Lease Liabilities
      incurred during such period;

provided, however, that "Capital Expenditures" shall not include for any period
(without duplication), (i) expenditures for the purchase of replacement assets
using Net Disposition Proceeds or Casualty Proceeds, provided such expenditures
are made within 365 days of receipt by such Person, (ii) if expended within one
year of receipt of the applicable proceeds the amount


                                      -5-
<PAGE>

of expenditures for the purchase of replacement assets relating to
"lost-in-hole" assets or damaged beyond repair or not returned, in each case
using proceeds received in respect of such loss; and (iii) with respect to the
trade-in of replaced assets, the trade-in value of such assets.

      "Capital Stock" means, with respect to any Person, (i) any and all shares,
interests, participations or other equivalents of or interests in (however
designated) corporate or capital stock, including, without limitation, shares of
preferred or preference stock of such Person, (ii) all partnership interests
(whether general or limited) in such Person, (iii) all member interests or other
limited liability company interests in such Person, and (iv) all other equity or
ownership interests in such Person of any other type.

      "Capitalized Lease Liabilities" means with respect to any Person for any
applicable period, all monetary obligations of such Person and its Subsidiaries
determined on a consolidated basis under any leasing or similar arrangement
which, in accordance with GAAP, would be classified as capitalized leases, and,
for purposes of this Agreement and each other Loan Document, the amount of such
obligations shall be the capitalized amount thereof, determined in accordance
with GAAP.

      "Cash Equivalent Investment" means, at any time:

            (a) any evidence of Indebtedness, maturing not more than one year
      after such time, issued or guaranteed by the United States Government or
      any agency or instrumentality thereof;

            (b) commercial paper, maturing not more than one year from the date
      of issue, which is issued by

                  (i) a corporation (other than an Affiliate of any Obligor)
            organized under the laws of any state of the United States or of the
            District of Columbia and rated at least A-l by S&P's or P-l by
            Moody's, or

                  (ii) any Lender (or its holding company);

            (c) any certificate of deposit or bankers acceptance, maturing not
      more than one year after such time, which is issued by either

                  (i) a commercial banking institution that is a member of the
            Federal Reserve System and has a combined capital and surplus and
            undivided profits of not less than $500,000,000, or

                  (ii) any Lender;

            (d) any repurchase agreement entered into with any Lender (or other
      commercial banking institution of the stature referred to in clause
      (c)(i)) which

                  (i) is secured by a fully perfected security interest in any
            obligation of the type described in any of clauses (a) through (c);
            and


                                      -6-
<PAGE>

                  (ii) has a market value at the time such repurchase agreement
            is entered into of not less than 100% of the repurchase obligation
            of such Lender (or other commercial banking institution) thereunder;

            (e) money market funds (x) with a commercial banking institution of
      the stature referred to in clause (c), (y) having no restrictions on
      liquidation rights and (z) whose sole investments are comprised of
      investments permitted under clauses (a) through (d); or

            (f) investments of the character described in the foregoing clauses
      (a) through (e) above with banks with a combined capital and surplus and
      undivided profits of not less than $500,000,000 and which are organized
      under the laws of countries that are members of the Operation for Economic
      Co-operation and Development.

      "Casualty Event" means the damage, destruction or condemnation, as the
case may be, of any property of the Borrower or any of its Subsidiaries.

      "Casualty Proceeds" means, with respect to any Casualty Event, the amount
of any insurance proceeds or condemnation awards received by the Borrower or any
of its Subsidiaries in connection therewith.

      "CERCLA" means the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended.

      "CERCLIS" means the Comprehensive Environmental Response, Compensation and
Liability Information System List.

      "Change in Control" means

            (a) a "person" or "group" (within the meaning of Sections 13(d) and
      14(d)(2) of the Exchange Act) (i) becomes the "beneficial owner" (as
      defined in Rule 13d-3 under the Exchange Act) of more than 30% of the
      total then outstanding voting power of the Voting Stock of the Borrower or
      (ii) has the right or the ability by voting right, contract or otherwise
      to direct or control, directly or indirectly, the management or policies
      of the Borrower; or

            (b) during any period of twenty-four months, individuals who at the
      beginning of such period constituted the board of directors of the
      Borrower (together with any new or replacement directors whose election or
      appointment by such board of directors, or whose nomination for election
      by the shareholders of the Borrower, as the case may be, was approved by a
      vote of 51% of the directors then still in office who were either
      directors at the beginning of such period or whose election or nomination
      for election was previously so approved) cease for any reason to
      constitute a majority of the board of directors then in office.

      "Chief Financial Authorized Officer" means, as the context may require,
the chief financial or accounting Authorized Officer of the Borrower.


                                      -7-
<PAGE>

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

      "Commitment" means, as the context may require, (a) a Lender's Revolving
Loan Commitment or (b) the Swing Line Lender's Swing Line Loan Commitment.

      "Commitment Amount" means, as the context may require, the Revolving Loan
Commitment Amount, the Letter of Credit Commitment Amount or the Swing Line Loan
Commitment Amount.

      "Commitment Letter" means the commitment letter, dated as of June 4, 2004,
between Wells Fargo and the Borrower.

      "Commitment Termination Event" means

            (a) the occurrence of any Default described in clauses (a) through
      (e) of Section 8.1.9 with respect to the Borrower or any Subsidiary; or

            (b) the occurrence and continuance of any other Event of Default and
      either (i) the declaration of the Loans to be due and payable pursuant to
      Section 8.3, or (ii) in the absence of such declaration, the giving of
      notice by the Administrative Agent, acting at the direction of the
      Required Lenders, to the Borrower that the Commitments have been
      terminated.

      "Communications" is defined in Section 10.18(a).

      "Compliance Certificate" means a certificate duly completed and executed
by the Chief Financial Authorized Officer of the Borrower, substantially in the
form of Exhibit F hereto.

      "Contingent Liability" means any agreement, undertaking or arrangement by
which any Person guarantees, endorses or otherwise becomes or is contingently
liable upon (by direct or indirect agreement, contingent or otherwise, to
provide funds for payment, to supply funds to, or otherwise to invest in, a
debtor, or otherwise to assure a creditor against loss) the indebtedness,
obligation or any other liability of any other Person (other than by
endorsements of instruments in the course of collection), or guarantees the
payment of dividends or other distributions upon the shares of any other Person.
The amount of any Person's obligation under any Contingent Liability shall
(subject to any limitation set forth therein) be deemed to be the outstanding
principal amount (or maximum principal amount, if larger) of the debt,
obligation or other liability guaranteed thereby.

      "Continuation/Conversion Notice" means a notice of continuation or
conversion and certificate duly executed by an Authorized Officer of the
Borrower, substantially in the form of Exhibit D hereto.

      "Controlled Group" means all members of a controlled group of corporations
and all members of a controlled group of trades or businesses (whether or not
incorporated) under common control which, together with the Borrower, are
treated as a single employer under Section 414(b) or 414(c) of the Code or
Section 4001 of ERISA.


                                      -8-
<PAGE>

      "Credit Extension" means, as the context may require

            (a) the making of any Loan by a Lender, or

            (b) the issuance of any Letter of Credit, or the extension of any
      Stated Expiry Date of any previously issued Letter of Credit, by any
      Issuer.

      "Credit Extension Request" means, as the context may require, any
Borrowing Request or Issuance Request.

      "Current Assets" means, on any date with respect to any Person, without
duplication, all assets (other than cash) which, in accordance with GAAP
consistently applied, would be included as current assets on a consolidated
balance sheet of such Person and its Subsidiaries at such date as current
assets.

      "Current Liabilities" means, on any date with respect to any Person,
without duplication, all amounts which, in accordance with GAAP (consistently
applied), would be included as current liabilities on a consolidated balance
sheet of such Person and its Subsidiaries at such date, excluding current
maturities of Indebtedness.

      "Debt" means, without duplication, the outstanding principal amount of all
Indebtedness of the Borrower and its Subsidiaries of the nature referred to in
clauses (a), (b) (but only to the extent that such items of Indebtedness are
drawn upon and obligations remaining outstanding in respect thereof), (c), (f)
(limited to the amount of the recourse to the property in respect thereof, but
excluding all operating leases) and (g) of the definition of "Indebtedness",
plus (without duplication) the aggregate amount of all Contingent Liabilities to
the extent covering or supporting the principal amount of any such Indebtedness.

      "Debt Service 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) the sum of (i) Interest Expense for such period and (ii) the
      product of (A) 1/10 and (B) the quotient of (x) Aggregate Outstandings at
      the end of such Fiscal Quarter and each of the three immediately preceding
      prior Fiscal Quarters divided by (y) four; provided, that for the first
      three Fiscal Quarters occurring on and after the Agreement Effective Date,
      Aggregate Outstandings shall be calculated as follows: (i) for the Fiscal
      Quarter ending on the Agreement Effective Date, Aggregate Outstandings
      shall be calculated using the Aggregate Outstandings on the Agreement
      Effective Date, (ii) for the first Fiscal Quarter ending after the
      Agreement Effective Date, Aggregate Outstandings shall be the quotient of
      the Aggregate Outstandings for the Fiscal Quarter ending on the Agreement
      Effective Date and the first Fiscal Quarter ending after the


                                      -9-
<PAGE>

      Agreement Effective Date divided by two, and (iii) for the second Fiscal
      Quarter ending after the Agreement Effective Date, Aggregate Outstandings
      shall be the quotient of Aggregate Outstandings for the Fiscal Quarter
      ending on the Agreement Effective Date and the first two Fiscal Quarters
      occurring after the Agreement Effective Date divided by three.

      "Debtor Relief Laws" means the Bankruptcy Code of the United States, and
all other liquidation, conservatorship, bankruptcy, assignment for the benefit
of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief laws, rules or regulations of the
United Sates or other applicable jurisdictions from time to time in effect and
affecting the rights of creditors generally.

      "Default" means any Event of Default or any condition, occurrence or event
which, after notice or lapse of time or both, would constitute an Event of
Default.

      "Defaulting Lender" means any Lender that (a) has failed to fund any
portion of the Loans or participations in Letters of Credit required to be
funded by it hereunder within one Business Day of the date required to be funded
by it hereunder, (b) has otherwise failed to pay over to the Administrative
Agent or any other Lender any other amount required to be paid by it hereunder
within one Business Day of the date when due, unless the subject of a good faith
dispute, or (c) has been deemed insolvent or become the subject of a bankruptcy
or insolvency proceeding.

      "Disbursement" is defined in Section 2.6.2.

      "Disbursement Date" is defined in Section 2.6.2.

      "Disbursement Due Date" is defined in Section 2.6.2.

      "Disclosure Schedule" means the Disclosure Schedule attached as Schedule I
hereto, as such Disclosure Schedule may be amended, supplemented or otherwise
modified from time to time by the Borrower with the written consent of the
Administrative Agent and the Required Lenders.

      "Documentation Agent" means Bank One, NA.

      "Dollar" and the sign "$" mean lawful money of the United States.

      "Domestic Office" means, relative to any Lender, the office of such Lender
designated as such as set forth opposite its name on Schedule II hereto under
the applicable column heading or as set forth in the Lender Assignment Agreement
pursuant to which such Lender became a Lender hereunder or such other office of
a Lender (or any successor or assign of such Lender) within the United States as
may be designated from time to time by notice from such Lender, as the case may
be, to the Administrative Agent and the Borrower.


                                      -10-
<PAGE>

      "EBITDA" means, with respect to the Borrower and its Subsidiaries for any
applicable period, the sum (without duplication), determined on a consolidated
basis, of

            (a) Net Income,

plus

            (b) the amount deducted in determining Net Income representing
      non-cash charges, including depreciation and amortization,

plus

            (c) the amount deducted in determining Net Income representing
      income tax expense (whether paid or deferred),

plus

            (d) the amount deducted in determining Net Income representing
      Interest Expense,

plus

            (e) the amount deducted in determining Net Income representing
      Non-Recurring Costs,

minus

            (f) an amount equal to all non-cash credits included in determining
      Net Income.

      "Eligible Institution" means a financial institution that has combined
capital and surplus of not less than $500,000,000 or its equivalent in foreign
currency, whose long-term certificate of deposit or long-term senior unsecured
debt is rated "BBB" or higher by S&P and "Baa2" or higher by Moody's or an
equivalent or higher rating by a nationally recognized rating agency if both of
the two named rating agencies cease publishing ratings of investments.

      "Environmental Laws" means all applicable federal, state or local
statutes, laws (including common law), ordinances, rules, regulations, permits,
licenses, administrative authorizations, and legally-enforceable requirements
(including consent decrees and administrative orders) relating to public health
and safety and protection of the environment.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute of similar import, together with the
regulations thereunder, in each case as in effect from time to time. References
to sections of ERISA also refer to any successor sections.

      "Event of Default" is defined in Section 8.1.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended,
together with the regulations thereunder, in each case as in effect from time to
time.


                                      -11-
<PAGE>

      "Existing Credit Agreement" means that certain Amended and Restated Credit
Agreement, dated as of May 31, 2001, among the Borrower, the lenders named
therein, certain agents, and Wells Fargo, as Administrative Agent, as amended,
modified, or supplemented prior to the Agreement Effective Date.

      "Existing Letters of Credit" means those Letters of Credit set forth on
Schedule III.

      "Federal Funds Rate" means, for any period, a fluctuating interest rate
per annum equal for each day during such period to

            (a) the weighted average of the rates on overnight federal funds
      transactions with members of the Federal Reserve System arranged by
      federal funds brokers, as published for such day (or, if such day is not a
      Business Day, for the next preceding Business Day) by the Federal Reserve
      Bank of New York; or

            (b) if such rate is not so published for any day which is a Business
      Day, the average of the quotations for such day on such transactions
      received by the Administrative Agent from three federal funds brokers of
      recognized standing selected by it.

      "Filing Agent" is defined in Section 5.1.14.

      "Filing Statements" is defined in Section 5.1.14.

      "Fiscal Month" means any fiscal month of a Fiscal Year of the Borrower.

      "Fiscal Quarter" means any quarter of a Fiscal Year of the Borrower.

      "Fiscal Year" means any period of twelve consecutive calendar months
ending on December 31, and all references to a Fiscal Year with a number
corresponding to any calendar year (e.g., the "2004 Fiscal Year") refer to the
Fiscal Year ending on the December 31 occurring during such calendar year.

      "Form UCC-1 Financing Statements" is defined in clause (a) of Section
5.1.7.

      "Form UCC-3 Termination Statements" is defined in clause (b) of Section
5.1.7.

      "Form UCC-11 Requests" is defined in clause (c) of Section 5.1.7.

      "F.R.S. Board" means the Board of Governors of the Federal Reserve System
or any successor thereto.

      "GAAP" is defined in Section 1.4.

      "Hazardous Material" means

            (a) any "hazardous substance", as defined by CERCLA;


                                      -12-
<PAGE>

            (b) any "hazardous waste", as defined by the Resource Conservation
      and Recovery Act;

            (c) any petroleum product; or

            (d) any pollutant, contaminant or hazardous or toxic chemical,
      material or substance within the meaning of any other applicable
      Environmental Law, all as amended or hereafter amended.

      "Hedging Obligations" means, with respect to any Person, all liabilities
of such Person under interest rate swap agreements, interest rate cap agreements
and interest rate collar agreements, and all other agreements or arrangements
designed to protect such Person against fluctuations in interest rates or
currency exchange rates.

      "herein", "hereof", "hereto", "hereunder" and similar terms contained in
this Agreement or any other Loan Document refer to this Agreement or such other
Loan Document, as the case may be, as a whole and not to any particular Section,
paragraph or provision of this Agreement or such other Loan Document.

      "Highest Lawful Rate" means, at the particular time in question, the
maximum rate of interest which, under Applicable Law, any Lender is then
permitted to charge on the Obligations. If the maximum rate of interest which,
under Applicable Law, any Lender is permitted to charge on the Obligations shall
change after the date hereof, the Highest Lawful Rate shall be automatically
increased or decreased, as the case may be, from time to time as of the
effective time of each change in the Highest Lawful Rate without notice to the
Borrower. For purposes of determining the Highest Lawful Rate under Applicable
Law, on each day, if any, that Chapter 303 of the Texas Finance Code, as
amended, establishes the Highest Lawful Rate, such rate shall be the weekly
ceiling computed in accordance with Section 303.003 of the Texas Finance Code,
as amended, for that day.

      "Holston" means Charles Holston, Inc., a Louisiana corporation, and
wholly-owned indirect Subsidiary of the Borrower.

      "Impermissible Qualification" means, relative to the opinion or
certification of any independent public accountant as to any financial statement
of any Obligor, any qualification or exception to such opinion or certification

            (a) which is of a "going concern" or similar nature;

            (b) which relates to the limited scope of examination of matters
      relevant to such financial statement; or

            (c) which relates to the treatment or classification of any item in
      such financial statement and which, as a condition to its removal, would
      require an adjustment to such item the effect of which would be to cause
      such Obligor to be in default of any of its obligations under Section
      7.2.4.


                                      -13-
<PAGE>

      "including" means including without limiting the generality of any
description preceding such term, and, for purposes of this Agreement and each
other Loan Document, the parties hereto agree that the rule of ejusdem generis
shall not be applicable to limit a general statement, which is followed by or
referable to an enumeration of specific matters, to matters similar to the
matters specifically mentioned.

      "Indebtedness" of any Person means, without duplication:

            (a) all obligations of such Person for borrowed money or for the
      deferred purchase price of property or services, and all obligations of
      such Person evidenced by bonds, debentures, notes or other similar
      instruments;

            (b) all obligations, contingent or otherwise, relative to the face
      amount of all letters of credit, whether or not drawn, and banker's
      acceptances issued for the account of such Person;

            (c) all obligations of such Person as lessee under leases which have
      been or should be, in accordance with GAAP, recorded as Capitalized Lease
      Liabilities;

            (d) all other items which, in accordance with GAAP, would be
      included as liabilities on the liability side of the balance sheet of such
      Person as of the date at which Indebtedness is to be determined;

            (e) net liabilities of such Person under all Hedging Obligations;

            (f) whether or not so included as liabilities in accordance with
      GAAP, all Indebtedness (excluding prepaid interest thereon) secured by a
      Lien on property owned or being purchased by such Person (including
      Indebtedness arising under conditional sales or other title retention
      agreements but excluding ordinary course operating leases), whether or not
      such Indebtedness shall have been assumed by such Person or is limited in
      recourse;

            (g) Attributable Indebtedness of such Person in respect of Synthetic
      Lease Obligations;

            (h) Off-Balance Sheet Liabilities of such Person; and

            (i) all Contingent Liabilities of such Person in respect of any of
      the foregoing.

For all purposes of this Agreement, the Indebtedness of any Person shall include
the Indebtedness of any partnership or joint venture in which such Person is a
general partner or a joint venturer (to the extent such Person is liable for
such Indebtedness).

      "Indemnified Liabilities" is defined in Section 10.4.

      "Indemnified Parties" is defined in Section 10.4.


                                      -14-
<PAGE>

      "Interest Expense" means, for any applicable period, the aggregate
consolidated interest expense of the Borrower and its Subsidiaries for such
applicable period, as determined in accordance with GAAP, including the portion
of any payments made in respect of Capitalized Lease Liabilities allocable to
interest expense, but excluding (to the extent included in interest expense)
up-front fees and expenses and other deferred financing costs incurred in
connection with any Permitted Acquisitions and not to exceed $3,300,000 for fees
and expenses and other deferred financing costs incurred in connection with the
Existing Credit Agreement.

      "Interest Period" means, as to any LIBO Rate Loan, the period commencing
on the date on which such LIBO Rate Loan is made or continued as, or converted
into, a LIBO Rate Loan and ending on the date which is one, two, three, six or,
if then available to all Lenders having a Revolving Loan Commitment, nine or
twelve months thereafter, in each case as the Borrower may select in its
Borrowing Request or its Continuation/Conversion Notice; provided, however, that

            (a) no more than ten Interest Periods shall be in effect at any one
      time;

            (b) Interest Periods commencing on the same date for Loans
      comprising part of the same Borrowing shall be of the same duration;

            (c) if any Interest Period would otherwise end on a day which is not
      a Business Day, such Interest Period shall extend to the next following
      Business Day, unless the result of such extension would be to carry such
      Interest Period into the next calendar month, in which case such Interest
      Period shall end on the preceding Business Day; and

            (d) no Interest Period for any Loan may extend beyond the Stated
      Maturity Date.

      "Investment" means, as to any Person, any direct or indirect acquisition
or investment by such Person, whether by means of (a) the purchase or other
acquisition of Capital Stock or other securities of another Person, or (b) a
loan, advance (excluding commissions, travel and similar advances to officers,
directors and employees, or individuals acting in similar capacities, made in
the ordinary course of business) or a capital contribution to, Contingent
Liability or assumption of debt of, or purchase or other acquisition of any
other debt or equity participation or interest in, another Person, including any
partnership or joint venture interest in such other Person. The amount of any
Investment shall be the original principal amount thereof less all returns of
principal or equity thereon (and without adjustment by reason of the financial
condition of such other Person).

      "Issuance Request" means a Letter of Credit request and certificate duly
executed by an Authorized Officer of the Borrower, in substantially the form of
Exhibit C attached hereto.

      "Issuer" means, collectively, Wells Fargo, in its individual capacity
hereunder as the issuer of the Letters of Credit, and any other Lender that has
agreed to issue one or more Letters of Credit at the request of the
Administrative Agent, but with the prior consent of the Borrower.


                                      -15-
<PAGE>

      "Lender Assignment Agreement" means a Lender Assignment Agreement
substantially in the form of Exhibit I hereto.

      "Lenders" is defined in the preamble.

      "Lending Office" means, as to any Lender, the office or offices of such
Lender specified as its "Lending Office" or "Domestic Office" or "LIBOR Office",
as the case may be, on Schedule II, or such other office or offices as such
Lender may from time to time notify the Borrower and the Administrative Agent.

      "Letter of Credit" is defined in Section 2.1.2.

      "Letter of Credit Commitment Amount" means, on any date, a maximum amount
of $15,000,000, as such amount may be reduced from time to time pursuant to
Section 2.2.

      "Letter of Credit Outstandings" means, on any date, an amount equal to the
sum of

            (a) the aggregate Stated Amount at such time of all Letters of
      Credit then outstanding and undrawn (as such aggregate Stated Amount shall
      be adjusted, from time to time, as a result of drawings, the issuance of
      Letters of Credit, or otherwise);

plus

            (b) the then aggregate amount of all unpaid and outstanding
      Reimbursement Obligations.

      "Leverage Ratio" means, at the end of any Fiscal Quarter, the ratio of

            (a) Debt of the Borrower and its Subsidiaries on a consolidated
      basis outstanding at such time;

to

            (b) EBITDA for the period consisting of such Fiscal Quarter and the
      immediately three preceding consecutive Fiscal Quarters (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).

      "LIBO Rate" means, relative to any Interest Period for LIBO Rate Loans,
the rate of interest per annum determined by the Administrative Agent to be the
arithmetic mean (rounded upward to the next 1/100 of 1%) of the rates of
interest per annum at which dollar deposits in the approximate amount of the
amount of the Loan to be made or continued as, or converted into, a LIBO Rate
Loan by the Administrative Agent and having a maturity comparable to such
Interest Period would be offered to the Administrative Agent in the London
interbank market at its request at approximately 11:00 a.m. (London time) two
Business Days prior to the commencement of such Interest Period.


                                      -16-
<PAGE>

      "LIBO Rate Loan" means a Loan bearing interest, at all times during an
Interest Period applicable to such Loan, at a fixed rate of interest determined
by reference to the LIBO Rate (Reserve Adjusted).

      "LIBO Rate (Reserve Adjusted)" means, relative to any Loan to be made,
continued or maintained as, or converted into, a LIBO Rate Loan for any Interest
Period, the rate of interest per annum (rounded upwards to the next 1/100 of 1%)
determined by the Administrative Agent as follows:

            LIBO Rate        =            LIBO Rate
                                 -------------------------------
        (Reserve Adjusted)       1.00 - LIBOR Reserve Percentage

      The LIBO Rate (Reserve Adjusted) for any Interest Period for LIBO Rate
Loans will be adjusted automatically as to all LIBO Rate Loans then outstanding
as of the effective date of any change in the LIBOR Reserve Percentage.

      "LIBOR Office" means, relative to any Lender, the office of such Lender
designated as such as set forth opposite its name on Schedule II hereto under
the applicable column heading or as set forth in the Lender Assignment Agreement
pursuant to which such Lender became a Lender hereunder or such other office of
a Lender (or any successor or assign of such Lender) as designated from time to
time by notice from such Lender to the Borrower and the Administrative Agent,
whether or not outside the United States, which shall be making or maintaining
LIBO Rate Loans of such Lender hereunder.

      "LIBOR Reserve Percentage" means, relative to any Interest Period for LIBO
Rate Loans, the percentage (expressed as a decimal, rounded upward to the next
1/100th of 1%) in effect on such day (whether or not applicable to any Lender)
under regulations issued from time to time by the F.R.S. Board for determining
the maximum reserve requirement (including any emergency, supplemental or other
marginal reserve requirement) with respect to Eurocurrency funding (currently
referred to as "Eurocurrency Liabilities" in Regulation D of the F.R.S. Board).

      "Lien" means any security interest, mortgage, pledge, hypothecation,
assignment for collateral purposes, deposit arrangement, encumbrance, lien
(statutory or otherwise), charge against or interest in property to secure
payment of a debt or performance of an obligation or other priority or
preferential arrangement of any kind or nature whatsoever.

      "Loan" means, as the context may require, a Revolving Loan or a Swing Line
Loan of any type.

      "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 Mortgage, 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.

      "Marketable Securities" means "marketable securities" as defined under
GAAP.


                                      -17-

<PAGE>
      "Material Adverse Effect" means (a) a material adverse effect on the
financial condition, operations, assets, business or properties of the Borrower
and its Subsidiaries, taken as a whole, (b) a material impairment of the ability
of the Borrower to perform its material obligations under the Loan Documents to
which it is or will be a party, or (c) a material impairment on the ability of
the Borrower and the other Obligors, taken as a whole, to perform their
respective material obligations under the Loan Documents to which each of the
Borrower and/or the other Obligors is or will be a party, or (d) a material
impairment of the validity or enforceability of, or a material impairment of the
rights, remedies or benefits available to each Issuer, the Administrative Agent
or the Lenders under this Agreement or any other Loan Document.

      "Material Subsidiary" means, at any time, each Subsidiary of the Borrower
that

            (a) accounts for (on a consolidated basis, including each of its
      Subsidiaries) at least 5% of the EBITDA of the Borrower and its
      Subsidiaries for the period consisting of the four most recently completed
      consecutive Fiscal Quarters, or

            (b) has total assets (on a consolidated basis, including each of its
      Subsidiaries), as of the last day of the most recently completed Fiscal
      Quarter of the Borrower, constituting in excess of 5% of the total assets
      of the Borrower and its Subsidiaries as of such day,

in each case, based upon the Borrower's most recent financial statements
delivered pursuant clause (a) or (b) of Section 7.1.1 (it being acknowledged and
understood that, in the event the determination of whether a Subsidiary is a
Material Subsidiary is to be made on or about the date such Subsidiary was
created or acquired (a "New Subsidiary"), such determination shall be made on a
Pro Forma Basis as if such New Subsidiary were a Subsidiary of the Borrower at
the commencement of such period for the purposes of clause (a) above and on the
last day of such period for the purposes of clause (b) above).

      "Moody's" means Moody's Investors Service, Inc. or any successor thereto.

      "Mortgage" means, collectively, each mortgage or deed of trust or
leasehold mortgage that may be executed and delivered pursuant to Section 7.1.8,
in form and substance reasonably satisfactory to the Administrative Agent, in
each case as amended, supplemented, amended and restated or otherwise modified
from time to time.

      "Net Disposition Proceeds" means, with respect to any sale, transfer or
other disposition of any assets of the Borrower or any of its Subsidiaries
(other than as permitted pursuant to clause (a) of Section 7.2.9 or the proviso
in the definition of "Capital Expenditures"), the excess of:

            (a) the gross cash proceeds when received by such Person from any
      such sale, transfer or other disposition and any cash payments received in
      respect of promissory notes or other non-cash consideration delivered to
      such Person in respect thereof;

over


                                      -18-
<PAGE>
            (b) the sum (without duplication) of (i) all reasonable and
      customary fees and expenses with respect to legal, investment banking,
      brokerage and accounting and other professional fees, sales commissions
      and disbursements and all other reasonable fees, expenses and charges, in
      each case actually incurred in connection with such sale, transfer or
      other disposition, (ii) all taxes and other governmental costs and
      expenses actually paid or estimated by the Borrower or any of its
      Subsidiaries (in good faith) to be payable in cash in connection with such
      sale, transfer or other disposition, and (iii) payments made by the
      Borrower or any of its Subsidiaries to retire Indebtedness (other than the
      Loans) of such Person where payment of such Indebtedness is required in
      connection with such sale, transfer or other disposition.

      "Net Income" means, for any period, without duplication, the net income or
net loss of the Borrower and its Subsidiaries for such period on a consolidated
basis, excluding extraordinary gains and extraordinary losses.

      "Net Issuance Proceeds" means, with respect to the sale or issuance by the
Borrower or any of its Subsidiaries to any Person (other than the Borrower or
its wholly-owned Subsidiaries) of any of its Capital Stock or any warrants or
options with respect to its Capital Stock or the exercise of any such warrants
or options after the Agreement Effective Date (other than pursuant to any
subscription agreement, incentive plan or similar arrangement with any officer,
employee or director of the Borrower or any of its Subsidiaries), the excess of:

            (a) the gross cash proceeds received from such sale, exercise or
      issuance,

      over

            (b) all reasonable and customary underwriting commissions and legal,
      investment banking, brokerage and accounting and other professional fees,
      sales commissions and disbursements and all other reasonable fees,
      expenses and charges, in each case actually incurred in connection with
      such sale or issuance.

      "Net Worth" means, for the Borrower and its Subsidiaries, on a
consolidated basis, determined in accordance with GAAP, total stockholders'
equity.

      "Non-Recurring Costs" means (i) non-recurring charges and reserves and
(ii) non-recurring fees, expenses and non-capitalized financing costs incurred
in connection with permitted Refinancing Debt or any Permitted Acquisitions.

      "Non-U.S. Subsidiary" means any Subsidiary other than a U.S. Subsidiary.

      "Note" means, as the context may require, a Revolving Note or a Swing Line
Note, or a corresponding recordation on the Register.

      "Notice" is defined in Section 10.18(b).

      "Obligations" means all obligations (monetary or otherwise) of the
Borrower and each other Obligor arising under or in connection with this
Agreement and each other Loan Document, and shall also include all fees,
expenses and other amounts owing to any Lender


                                      -19-
<PAGE>
under this Agreement or any other Loan Document. Without limiting the generality
of the foregoing, "Obligations" includes all amounts which would be owed by any
Obligor to the Administrative Agent, the Lenders or any Affiliate of a Lender
under any Loan Document, but for the fact that they are unenforceable or not
allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving any Obligor (including all such amounts which would become
due or would be secured but for the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding of any other
Obligor under any Debtor Relief Law).

      "Obligor" means the Borrower or any other Person (other than the
Administrative Agent, any Issuer or any Lender) obligated under, or otherwise a
party to, any Loan Document.

      "Off-Balance Sheet Liabilities" means, with respect to any Person as of
any date of determination thereof, without duplication and to the extent not
included as a liability on the consolidated balance sheet of such Person and its
Subsidiaries in accordance with GAAP: (a) with respect to any asset
securitization transaction (including any accounts receivable purchase facility)
(i) the unrecovered investment of purchasers or transferees of assets so
transferred, and (ii) any other payment, recourse, repurchase, hold harmless,
indemnity or similar obligation of such Person or any of its Subsidiaries in
respect of assets transferred or payments made in respect thereof, other than
limited recourse provisions that are customary for transactions of such type and
that neither (x) have the effect of limiting the loss or credit risk of such
purchasers or transferees with respect to payment or performance by the obligors
of the assets so transferred nor (y) impair the characterization of the
transaction as a true sale under Applicable Laws (including Debtor Relief Laws);
(b) the monetary obligations under any financing lease or so-called "synthetic,"
tax retention or off-balance sheet lease transaction which, upon the application
of any Debtor Relief Law to such Person or any of its Subsidiaries, would be
characterized as Indebtedness; or (c) the monetary obligations under any sale
and leaseback transaction which does not create a liability on the consolidated
balance sheet of such Person and its Subsidiaries; or (d) any other monetary
obligation arising with respect to any other transaction which (i) upon the
application of any Debtor Relief Law to such Person or any of its Subsidiaries,
would be characterized as Indebtedness or (ii) is the functional equivalent of
or takes the place of borrowing but which does not constitute a liability on the
consolidated balance sheet of such Person and its Subsidiaries (for purposes of
this clause (d), any transaction structured to provide tax deductibility as
interest expense of any dividend, coupon or other periodic payment will be
deemed to be the functional equivalent of a borrowing).

      "Organizational Document" means, relative to any Obligor (a) which is a
corporation, its certificate of incorporation, its by-laws and all shareholder
agreements, voting trusts and similar arrangements applicable to any of its
Capital Stock, (b) which is a limited liability company, its certificate or
articles of formation or organization, its operating agreement and similar
arrangements applicable to any of its Capital Stock, and (c) which is a
partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the
applicable governmental authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity, and all agreements applicable to any of its Capital
Stock.


                                      -20-
<PAGE>
      "Participant" is defined in Section 10.11.2.

      "Patent Security Agreement" means any Patent Security Agreement executed
and delivered by an Obligor in substantially the form of Exhibit A to any
Security Agreement, as amended, supplemented, amended and restated or otherwise
modified from time to time.

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

      "Pension Plan" means a "pension plan", as such term is defined in section
3(2) of ERISA, which is subject to Title IV of ERISA (other than a multiemployer
plan as defined in section 4001(a)(3) of ERISA), and to which the Borrower or
any corporation, trade or business that is, along with the Borrower, a member of
a Controlled Group, may have liability, including any liability by reason of
having been a substantial employer within the meaning of section 4063 of ERISA
at any time during the preceding five years, or by reason of being deemed to be
a contributing sponsor under section 4069 of ERISA.

      "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 or pursuant to
Section 2.2.2.

      "Permitted Acquisitions" is defined in clause (g) of Section 7.2.5.

      "Person" means any natural person, corporation, partnership, firm,
association, trust, government, governmental agency or any other entity, whether
acting in an individual, fiduciary or other capacity.

      "Plan" means any Pension Plan or Welfare Plan.

      "Platform" is defined in Section 10.18(a).

      "Pledge Agreement" means, as the context may require, the Borrower Pledge
Agreement and/or the Subsidiary Pledge Agreement.

      "Pro Forma Basis" means for the purposes of determining EBITDA with
respect to the Debt Service Coverage Ratio and the Leverage Ratio, giving pro
forma effect to (a) any acquisition or sale of a Person, business or asset,
related incurrence, repayment or refinancing of Indebtedness or other related
transactions, including any related restructuring charges in respect of
restructurings, consolidations, compensation or headcount reductions or other
cost savings which would otherwise be accounted for as an adjustment permitted
by Regulation S-X under the Securities Act of 1933, as amended (the "Securities
Act") or on a pro forma basis under GAAP, or (b) any incurrence, repayment or
refinancing of any Indebtedness and the application of the proceeds therefrom,
in each case, as if such acquisition or sale and related transactions,
restructurings, consolidations, cost savings, reductions, incurrence, repayment
or refinancings


                                      -21-
<PAGE>
were realized on the first day of the relevant period to the extent permitted by
Regulation S-X under the Securities Act or on a pro forma basis under GAAP.

      "Quarterly Payment Date" means the last Business Day of each March, June,
September, and December, commencing with September 30, 2004.

      "Rate Protection Agreement" means any Hedging Obligation entered into by
the Borrower pursuant to the terms of this Agreement under which the
counterparty to such agreement is (or at the time such Rate Protection Agreement
was entered into, was) a Lender or an Affiliate of a Lender.

      "Refinancing Debt" means Indebtedness incurred in any refinancing of any
Indebtedness existing on the Agreement Effective Date (other than the
Obligations); provided that such refinancing Indebtedness has, as compared to
such existing Indebtedness, (a) an equal or greater weighted-average life, (b)
an equal or greater maturity, (c) a right of payment that is subordinate to or
pari passu with such existing Indebtedness, (d) terms and conditions (including
those described in clauses (a) through (c)), taken as a whole, no less favorable
to the Lenders and (e) the security, if any, for the refinancing Indebtedness
shall be the same as that for the Indebtedness being refinanced (except to the
extent that less security is granted to holders of refinancing Indebtedness).

      "Refunded Swing Line Loans" is defined in clause (b) of Section 2.3.2.

      "Register" is defined in clause (b) of Section 2.7.

      "Reimbursement Obligation" is defined in Section 2.6.3.

      "Release" means a "release", as such term is defined in CERCLA.

      "Required Lenders" means, at any time, Lenders holding more than 50% of
the Total Exposure Amount or, if the Commitments have been terminated, Lenders
holding in the aggregate at least 50% of the sum of the outstanding principal
amount of all Revolving Loans plus the Letter of Credit Outstandings plus the
outstanding principal amount of all Swing Line Loans; provided that the
Commitment of, and the portion of the Loans and Letter of Credit Outstandings
held or deemed hereby by, any Defaulting Lender shall be excluded for purposes
of making a determination of Required Lenders.

      "Resource Conservation and Recovery Act" means the Resource Conservation
and Recovery Act, 42 U.S.C. Section 6901, et seq., as amended.

      "Restricted Payments" is defined in clause (c) of Section 7.2.6.

      "Revolving Loan Commitment" means, relative to any Lender, such Lender's
obligation to make Revolving Loans pursuant to Section 2.1.1 and to issue (in
the case of an Issuer) or participate in (in the case of all Lenders) Letters of
Credit pursuant to Section 2.1.2 or Section 2.6.1.


                                      -22-
<PAGE>
      "Revolving Loan Commitment Amount" means, on any date, $237,500,000 as
such amount may be increased or reduced from time to time pursuant to Section
2.2.

      "Revolving Loan Commitment Termination Date" means the earliest of

            (a) June 30, 2009;

            (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.

      "Revolving Loans" is defined in clause (a) of Section 2.1.1.

      "Revolving Note" means a promissory note of the Borrower payable to the
order of any Lender, in the form of Exhibit A-1 hereto (as such promissory note
may be amended, endorsed or otherwise modified from time to time), evidencing
the aggregate Indebtedness of the Borrower to such Lender resulting from
outstanding Revolving Loans, and also means all other promissory notes accepted
from time to time in substitution therefor or renewal thereof.

      "S&P" means Standard & Poor's Ratings Group, a division of McGraw Hill,
Inc., or any successor thereto.

      "Secured Party" means, collectively, the Lenders, the Issuer, the
Administrative Agent and all Affiliates of the Lenders which may be party to any
Loan Document or any Rate Protection Agreement.

      "Security Agreement" means, as the context may require, the Borrower
Security Agreement and/or the Subsidiary Security Agreement.

      "Solvent" means, with respect to any Person on a particular date, that on
such date (a) the fair value of the property of such Person is greater than the
total amount of liabilities, including Contingent Liabilities, of such Person,
(b) the present fair salable value of the assets of such Person is not less than
the amount that will be required to pay the probable liability of such Person on
its debts as they become absolute and matured, (c) such Person does not intend
to, and does not believe that it will, incur debts or liabilities beyond such
Person's ability to pay as such debts and liabilities mature, and (d) such
Person is not engaged in business or a transaction, and such Person is not about
to engage in business or a transaction, for which such Person's property would
constitute an unreasonably small capital. The amount of contingent liabilities
at any time shall be computed as the amount that, in the light of all the facts
and circumstances existing at such time, represents the amount that can
reasonably be expected to become an actual or matured liability.

      "Stated Amount" of each Letter of Credit means the total amount available
to be drawn under such Letter of Credit upon the issuance thereof.

      "Stated Expiry Date" is defined in Section 2.6.


                                      -23-
<PAGE>
      "Stated Maturity Date" means June 30, 2009.

      "Subordinated Debt" means all unsecured Indebtedness of any Obligor for
money borrowed which is subordinated at all times, upon terms satisfactory to
the Administrative Agent and the Required Lenders, in right of payment to the
payment in full in cash of all Obligations.

      "Subsidiary" of a Person means a corporation, partnership, joint venture,
limited liability company or other business entity of which a majority of the
Voting Stock is at the time beneficially owned, or the management of which is
otherwise controlled, directly, or indirectly through one or more
intermediaries, or both, by such Person. Unless otherwise specified, all
references herein to a "Subsidiary" or to "Subsidiaries" shall refer to a
Subsidiary or Subsidiaries of the Borrower.

      "Subsidiary Guarantor" means, on the Agreement Effective Date, each U.S.
Subsidiary of the Borrower (other than Holston and WSI), and thereafter, each
U.S. Subsidiary of the Borrower that is required, pursuant to clause (a) of
Section 7.1.7 or Section 7.1.11, to execute and deliver a supplement to the
Subsidiary Guaranty.

      "Subsidiary Guaranty" means the Subsidiary Guaranty executed and delivered
by an Authorized Officer of each Subsidiary Guarantor pursuant to Section 5.1.5,
clause (a) of Section 7.1.7 or Section 7.1.11, substantially in the form of
Exhibit G hereto, as amended, supplemented, amended and restated or otherwise
modified from time to time.

      "Subsidiary Pledge Agreement" means the Pledge Agreement executed and
delivered by an Authorized Officer of each Subsidiary Guarantor or any U.S.
Subsidiary which directly owns a Non-U.S. Subsidiary pursuant to clause (b) of
Section 5.1.6, clause (b) of Section 7.1.7 or Section 7.1.11, substantially in
the form of Exhibit K-2 hereto, in each case as amended, supplemented, amended
and restated or otherwise modified from time to time.

      "Subsidiary Security Agreement" means the Security Agreement executed and
delivered by an Authorized Officer of each Subsidiary Guarantor pursuant to
Section 5.1.7 or clause (a) of Section 7.1.7 or Section 7.1.11, substantially in
the form of Exhibit L-2 hereto, in each case as amended, supplemented, amended
and restated or otherwise modified from time to time.

      "Swing Line Lender" means Wells Fargo, in its individual capacity
hereunder as the lender of the Swing Line Loans, or any other Lender that has
agreed to be the Swing Line Lender hereunder at the request of the
Administrative Agent with the consent of the Borrower.

      "Swing Line Loan" is defined in clause (b) of Section 2.1.1.

      "Swing Line Loan Commitment" is defined in clause (b) of Section 2.1.1.

      "Swing Line Loan Commitment Amount" means, on any date, $10,000,000, as
such amount may be reduced from time to time pursuant to Section 2.2.

      "Swing Line Note" means a promissory note of the Borrower payable to the
Swing Line Lender, in the form of Exhibit A-2 hereto (as such promissory note
may be amended, endorsed or otherwise modified from time to time), evidencing
the aggregate Indebtedness of the


                                      -24-
<PAGE>
Borrower to the Swing Line Lender resulting from outstanding Swing Line Loans,
and also means all other promissory notes accepted from time to time in
substitution therefor or renewal thereof.

      "Syndication Agent" means Comerica Bank.

      "Synthetic Lease Obligations" means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating obligations that
do not appear on the balance sheet of such Person but which, upon the insolvency
or bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).

      "Taxes" is defined in Section 4.7.

      "Total Exposure Amount" means, on any date of determination, the then
effective Revolving Loan Commitment Amount.

      "Trademark Security Agreement" means any Trademark Security Agreement
executed and delivered by an Obligor in substantially the form of Exhibit B to
any Security Agreement, as amended, supplemented, amended and restated or
otherwise modified from time to time.

      "Tranche" means, as the context may require, the Revolving Loans or the
Swing Line Loans.

      "Type" means, relative to any Loan, the portion thereof, if any, being
maintained as a Base Rate Loan or a LIBO Rate Loan.

      "UCC" means the Uniform Commercial Code as in effect from time to time in
the State of Texas or any applicable jurisdiction of the United States.

      "United States" or "U.S." means the United States of America, its fifty
States and the District of Columbia.

      "Unused Portion" means, as of any date of determination an amount equal to
the result of (a) Revolving Loan Commitment Amount as of such date minus (b) the
sum of (i) the outstanding Revolving Loans on such date and (ii) Letter of
Credit Outstandings on such date.

      "U.S. Subsidiary" means any Subsidiary of the Borrower organized under the
laws of the United States or any state thereof.

      "Voting Stock" of any Person means Capital Stock of any class or classes
having ordinary voting power for the election of at least a majority of the
members of the board of directors, managing general partners or the equivalent
governing body of such Person, irrespective of whether, at the time, Capital
Stock of any other class or classes of such entity shall have or might have
voting power by reason of the happening of any contingency.


                                      -25-
<PAGE>
      "Waiver" means any agreement in favor of the Administrative Agent for the
benefit of the Lenders and each Issuer in form and substance reasonably
satisfactory to the Administrative Agent.

      "Welfare Plan" means a "welfare plan", as such term is defined in section
3(1) of ERISA.

      "Wells Fargo" is defined in the preamble.

      "wholly-owned Subsidiary" means, with respect to any Person, any
Subsidiary of such Person all of the Capital Stock (including all rights and
options to purchase such Capital Stock) of which, other than directors'
qualifying shares (or similar interests), are owned, beneficially and of record,
by such Person and/or one or more wholly-owned Subsidiaries of such Person.

      "WSI" means WSI Acquisition, LLC, a Delaware limited liability company.

      Section 1.2. Use of Defined Terms. Unless otherwise defined or the context
otherwise requires, terms for which meanings are provided in this Agreement
shall have such meanings when used in the Disclosure Schedule and in each
Borrowing Request, Continuation/Conversion Notice, Loan Document, notice and
other communication delivered from time to time in connection with this
Agreement or any other Loan Document.

      Section 1.3. Cross-References. Unless otherwise specified, references in
this Agreement and in each other Loan Document to any Article or Section are
references to such Article or Section of this Agreement or such other Loan
Document, as the case may be, and, unless otherwise specified, references in any
Article, Section or defined term to any clause are references to such clause of
such Article, Section or defined term.

      Section 1.4. Accounting and Financial Determinations. Unless otherwise
specified, all accounting terms used herein or in any other Loan Document shall
be interpreted, all accounting determinations and computations hereunder or
thereunder (including under Section 7.2.4) shall be made, and all financial
statements required to be delivered hereunder or thereunder shall be prepared in
accordance with, those generally accepted accounting principles ("GAAP") applied
in the preparation of the Base Financial Statements; provided, however, that
footnotes, year-end accruals and year-end adjustments to financial statements
furnished pursuant to clause (a) of Section 7.1.1 need not be included therein.
All computations hereunder and in any other Loan Document shall be made on a
consolidated basis and without duplication.

                                   ARTICLE II

                   COMMITMENTS, BORROWING PROCEDURES AND NOTES

      Section 2.1. Commitments. On the terms and subject to the conditions of
this Agreement (including Articles II and V), each Lender severally agrees as
follows:

      Section 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment.
From time to time on any Business Day occurring concurrently with (or after) the
Agreement Effective Date but prior to the Revolving Loan Commitment Termination
Date,


                                      -26-
<PAGE>
                  (a) each Lender will make Loans (relative to such Lender, its
      "Revolving Loans") to the Borrower equal to such Lender's Percentage of
      the aggregate amount of the Borrowing or Borrowings of Revolving Loans
      requested by the Borrower to be made on such day. On the terms and subject
      to the conditions hereof, the Borrower may from time to time borrow,
      prepay and reborrow Revolving Loans; and

                  (b) the Swing Line Lender will make a loan (a "Swing Line
      Loan") to the Borrower equal to the principal amount of the Swing Line
      Loan requested by the Borrower to be made on such day. The commitment of
      the Swing Line Lender described in this clause (b) is herein referred to
      as its "Swing Line Loan Commitment". On the terms and subject to the
      conditions hereof, the Borrower may from time to time borrow, prepay and
      reborrow Swing Line Loans.

      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) for the account of the Borrower or any of its Subsidiaries in the
      Stated Amount requested by the Borrower on such day; or

                  (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) five days prior to the Revolving Loan Commitment
      Termination Date and (ii) one year from the date of such extension.

      Section 2.1.3. Lenders Not Permitted or Required To Make Loans. No Lender
shall be permitted or required to, and the Borrower shall not request that any
Lender, make

                  (a) any Revolving Loan if, after giving effect thereto, the
      aggregate outstanding principal amount of all the Revolving Loans (i) of
      all the Lenders, together with the Letter of Credit Outstandings and the
      outstanding principal amount of all Swing Line Loans, would exceed the
      then existing Revolving Loan Commitment Amount, or (ii) of such Lender,
      together with such Lender's Percentage of the Letter of Credit
      Outstandings and such Lender's Percentage of the outstanding principal
      amount of all Swing Line Loans, would exceed such Lender's Percentage of
      the then existing Revolving Loan Commitment Amount; or

                  (b) any Swing Line Loan if, after giving effect thereto, (i)
      the aggregate outstanding principal amount of all Swing Line Loans would
      exceed the Swing Line Loan Commitment Amount, or (ii) the sum of the
      Letter of Credit Outstandings plus the aggregate principal amount of all
      Swing Line Loans and Revolving Loans then outstanding would exceed the
      then existing Revolving Loan Commitment Amount.

      Section 2.1.4. Issuer Not Permitted or Required to Issue Letters of
Credit. No Issuer shall be permitted or required to issue any Letter of Credit
if, after giving effect thereto, (a) the aggregate amount of all Letter of
Credit Outstandings would exceed the Letter of Credit Commitment Amount or (b)
the sum of the aggregate amount of all Letter of Credit Outstandings


                                      -27-
<PAGE>
plus the aggregate principal amount of all Revolving Loans and Swing Line Loans
then outstanding would exceed the then existing Revolving Loan Commitment
Amount.

      Section 2.2. Changes in Commitment Amount. The Borrower may reduce any
Commitment Amount, or request to increase the Revolving Loan Commitment Amount,
in each case as set forth below.

      Section 2.2.1. Reduction of Commitment Amounts. The Borrower may, from
time to time on any Business Day occurring after the Agreement Effective Date,
voluntarily reduce the amount of the Revolving Loan Commitment Amount or the
Letter of Credit Commitment Amount; provided, however, that all such reductions
(i) shall be permanent and (ii) to the extent such reduction in the Commitment
Amount requires a mandatory prepayment of Revolving Loans pursuant to clause (b)
of Section 3.1.1 (x) in the case of prepayments of Base Rate Loans, shall
require at least one Business Day's prior notice to the Administrative Agent,
and any partial reduction of any Commitment Amount shall be in a minimum amount
of $500,000 and in an integral multiple of $100,000 or (y) in the case of
prepayments of LIBO Rate Loans, shall require at least three Business Days'
prior notice to the Administrative Agent, and any partial reduction of any
Commitment Amount shall be in a minimum amount of $500,000 and in an integral
multiple of $100,000. Any reduction of the Revolving Loan Commitment Amount
which reduces the Revolving Loan Commitment Amount below the Swing Line Loan
Commitment Amount or the Letter of Credit Commitment Amount shall result in an
automatic and corresponding reduction of the Swing Line Loan Commitment Amount
and/or the Letter of Credit Commitment Amount (as directed by the Borrower in a
notice to the Administrative Agent delivered together with the notice of
voluntary reduction in the Revolving Loan Commitment Amount) to an aggregate
amount not in excess of the Revolving Loan Commitment Amount, as so reduced,
without any further action on the part of the Swing Line Lender or the Issuer.

      Section 2.2.2. Increases in Revolving Loan Commitment Amount. At any time
that no Default has occurred and is continuing, and prior to the Revolving Loan
Commitment Termination Date, the Borrower may notify the Administrative Agent in
writing that the Borrower is requesting that, on the terms and subject to the
conditions contained in this Agreement, the Lenders and/or other Eligible
Institutions not then a party to this Agreement provide up to an aggregate
amount of $37,500,000 in additional Revolving Loan Commitments; provided,
however, that each such increase in the Revolving Loan Commitment Amount shall
be in a minimum amount of $10,000,000 and increments of $5,000,000 in excess
thereof or if less, the excess of $37,500,000 over the aggregate amount of
increases in the Revolving Loan Commitment Amount in accordance with the terms
of this Section; provided, however, in no event shall the Revolving Loan
Commitment Amount exceed $275,000,000. Upon receipt of such notice, the
Administrative Agent shall use commercially reasonable efforts to arrange for
the Lenders or other Eligible Institutions to provide such additional Revolving
Loan Commitments; provided, however, that the Administrative Agent will first
offer each of the Lenders a pro rata portion of any such additional Revolving
Loan Commitments. Alternatively, Wells Fargo may commit to provide the full
amount or a portion of the requested additional Revolving Loan Commitments and
then offer portions of such additional Revolving Loan Commitments to the Lenders
or other Eligible Institutions, subject to the proviso to the immediately
preceding sentence. Nothing contained in this Section or otherwise in this


                                      -28-
<PAGE>
Agreement is intended to commit any Lender to provide any portion of any such
additional Revolving Loan Commitments. If and to the extent that any Lenders
and/or other Eligible Institutions agree, in their sole discretion, to severally
provide any such additional Revolving Loan Commitments, (a) the Revolving Loan
Commitment Amount shall be increased by the amount of the additional Revolving
Loan Commitments agreed to be so provided, (b) the Percentages of the respective
Lenders in respect of the increased Revolving Loan Commitment Amount shall be
proportionally adjusted (provided, however, that the amount equal to the
adjusted Percentage of a Lender in respect of Revolving Loans multiplied by the
Revolving Loan Commitment Amount as increased pursuant to clause (a) may not
exceed the amount equal to the Percentage of such Lender in respect of Revolving
Loans immediately prior to any adjustment made pursuant to this clause (b)
multiplied by the Revolving Loan Commitment Amount immediately prior to the
corresponding increase thereof pursuant to clause (a) without the consent of
such Lender) and such adjustment shall be recorded in the Register and (c) at
such time and in such manner as the Borrower and the Administrative Agent shall
agree (it being understood that the Borrower and the Administrative Agent will
use commercially reasonable efforts to avoid the prepayment or assignment of any
LIBO Rate Loan on a day other than the last day of the Interest Period
applicable thereto), the Lenders shall assign and assume outstanding Revolving
Loans and participations in outstanding Letters of Credit so as to cause the
amounts of such Revolving Loans and participations in Letters of Credit held by
each Lender to conform to its Percentage of the Revolving Loan Commitment, as
adjusted pursuant to clause (b) above and (d) the Borrower shall execute and
deliver any additional Notes, other amendments or modifications to any Loan
Document, and any other certificates, consents or legal opinions as the
Administrative Agent may reasonably request.

      Section 2.3. Borrowing Procedures and Funding Maintenance. Revolving Loans
shall be made by the Lenders in accordance with Section 2.3.1, and Swing Line
Loans shall be made by the Swing Line Lender in accordance with Section 2.3.2.

      Section 2.3.1. Revolving Loans. By delivering a Borrowing Request to the
Administrative Agent 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 one
Business Day's notice (in the case of Base Rate Loans) or three Business Days'
notice (in the case of LIBO Rate Loans) nor more than five Business Days' notice
(in the case of any Loans) that a Borrowing be made in a minimum amount of (a)
$500,000 and an integral multiple of $100,000 in respect of Base Rate Loans, or
in the unused amount of the Revolving Loan Commitment or (b) $1,000,000 and an
integral multiple of $500,000 in respect of LIBO Rate Loans. On the terms and
subject to the conditions of this Agreement, each Borrowing shall be comprised
of the Type of Loans, and shall be made on the Business Day, specified in such
Borrowing Request. On or before 12:00 p.m. (Denver time) on such Business Day
each Lender shall deposit with the Administrative Agent same day funds in an
amount equal to such Lender's Percentage of the requested Borrowing. Such
deposit will be made to an account which the Administrative Agent shall specify
from time to time by notice to the Lenders. Unless the Administrative Agent
shall have received notice from a Lender prior to the proposed date of any
Borrowing that such Lender will not make available to the Administrative Agent
such Lender's Percentage of such Borrowing, the Administrative Agent may assume
that such Lender has made such Percentage available on such date in accordance
with this Section 2.3.1 and may, in reliance upon such assumption, make
available to the Borrower a corresponding amount by wire transfer to the


                                      -29-
<PAGE>
accounts the Borrower may have specified in its Borrowing Request. In such
event, if a Lender has not in fact made its Percentage of the applicable
Borrowing available to the Administrative Agent, then the applicable Lender and
the Borrower severally agree to pay to the Administrative Agent forthwith on
demand such corresponding amount in immediately available funds with interest
thereon, for each day from and including the date such amount is made available
to the Borrower to but excluding the date of payment to the Administrative
Agent, at (A) in the case of a payment to be made by such Lender, the greater of
the Federal Funds Rate and a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation and (B) in the
case of payment to be made by the Borrower, the interest rate applicable to Base
Rate Loans. If the Borrower and such Lender shall pay such interest to the
Administrative Agent for the same or an overlapping period, the Administrative
Agent shall promptly remit to the Borrower the amount of such interest paid by
the Borrower for such period. If such Lender pays it share of the applicable
Borrowing to the Administrative Agent, then the amount so paid shall constitute
such Lender's Revolving Loan included in such Borrowing. Any payment by the
Borrower shall be without prejudice to any claim the Borrower may have against a
Lender that shall have failed to make such payment to the Administrative Agent.
No Lender's obligation to make any Loan shall be affected by any other Lender's
failure to make any Loan.

      Section 2.3.2. Swing Line Loans.

                  (a) By telephonic notice to the Swing Line Lender on or before
      2:00 p.m., Denver time, on the Business Day the proposed Swing Line Loan
      is to be made, promptly followed (within one Business Day) by the delivery
      of a confirming Borrowing Request to the Swing Line Lender, the Borrower
      may from time to time irrevocably request that a Swing Line Loan be made
      by the Swing Line Lender. All Swing Line Loans shall be made as Base Rate
      Loans and shall not be entitled to be converted into LIBO Rate Loans. The
      proceeds of each Swing Line Loan shall be made available by the Swing Line
      Lender, by 4:00 p.m., Denver time, on the Business Day telephonic notice
      is received by it as provided in this clause (a), to the Borrower by wire
      transfer to the account the Borrower shall have specified in its notice
      therefor.

                  (b) Immediately upon the making of a Swing Line Loan, each
      Lender shall be deemed to, and hereby irrevocably and unconditionally
      agrees to, purchase from the Swing Line Lender a risk participation in
      such Swing Line Loan in an amount equal to the product of such Lender's
      Percentage times the amount such Swing Line Loan. If the Borrower has not
      repaid in full the principal amount of each Swing Line Loan when due in
      accordance with Section 3.1.1, then each Lender with a Revolving Loan
      Commitment (other than the Swing Line Lender) irrevocably agrees that it
      will, at the request of the Swing Line Lender and upon notice from the
      Administrative Agent, unless such Swing Line Loan shall have been earlier
      repaid, make a Revolving Loan (which shall initially be funded as a Base
      Rate Loan) in an amount equal to such Lender's Percentage of the aggregate
      principal amount of all such Swing Line Loans then outstanding (such
      outstanding Swing Line Loans hereinafter referred to as the "Refunded
      Swing Line Loans"); provided, that the Swing Line Lender shall not
      request, and no Lender shall make, any Refunded Swing Line Loan if, after
      giving effect to the making of such Refunded Swing Line Loan, the sum of
      all Swing Line Loans and Revolving


                                      -30-
<PAGE>
      Loans made by such Lender, plus such Lender's Percentage of the aggregate
      amount of all Letter of Credit Outstandings, would exceed such Lender's
      Percentage of the then existing Revolving Loan Commitment Amount. On or
      before 2:00 p.m. (Denver time) on the first Business Day following receipt
      by each Lender of a request to make Revolving Loans as provided in the
      preceding sentence, each Lender shall deposit in an account specified by
      the Swing Line Lender the amount so requested in same day funds and such
      funds shall be applied by the Swing Line Lender to repay the Refunded
      Swing Line Loans. At the time the aforementioned Lenders make the above
      referenced Revolving Loans, the Swing Line Lender shall be deemed to have
      made, in consideration of the making of the Refunded Swing Line Loans, a
      Revolving Loan in an amount equal to the Swing Line Lender's Percentage of
      the aggregate principal amount of the Refunded Swing Line Loans. Upon the
      making (or deemed making, in the case of the Swing Line Lender) of any
      Revolving Loans pursuant to this clause (b), the amount so funded shall
      become outstanding under such Lender's Revolving Note and shall no longer
      be owed under the Swing Line Note. All interest payable with respect to
      any Revolving Loans made (or deemed made, in the case of the Swing Line
      Lender) pursuant to this clause (b) shall be appropriately adjusted to
      reflect the period of time during which the Swing Line Lender had
      outstanding Swing Line Loans in respect of which such Revolving Loans were
      made. Each Lender's obligation to make the Revolving Loans referred to in
      this clause (b) shall be absolute and unconditional and shall not be
      affected by any circumstance, including, without limitation, (i) any
      set-off, counterclaim, recoupment, defense or other right which such
      Lender may have against the Swing Line Lender, the Borrower or any other
      Person for any reason whatsoever; (ii) the occurrence or continuance of
      any Default; (iii) any adverse change in the condition (financial or
      otherwise) of the Borrower; (iv) the acceleration or maturity of any Loans
      or the termination of any Commitment after the making of any Swing Line
      Loan; (v) any breach of this Agreement or any other Loan Document by the
      Borrower or any Lender; or (vi) any other circumstance, happening or event
      whatsoever, whether or not similar to any of the foregoing.

                  (c) In the event that the Borrower or any other Obligor is
      subject to any bankruptcy or insolvency proceedings as provided in Section
      8.1.9, or if for any other reason Revolving Loans cannot be made or are
      unavailable, each Lender shall fund its risk participation interest in the
      relevant Swing Line Loan otherwise required to be repaid by such Lender
      pursuant to the preceding clause by paying to the Swing Line Lender on the
      date on which such Lender would otherwise have been required to make a
      Revolving Loan in respect of such Swing Line Loan pursuant to the
      preceding clause, in same day funds, an amount equal to such Lender's
      Percentage of such Swing Line Loan, and no Revolving Loans shall be made
      by such Lender pursuant to the preceding clause. From and after the date
      on which any Lender funds its risk participation interest in a Swing Line
      Loan pursuant to this clause, the Swing Line Lender shall distribute to
      such Lender (appropriately adjusted, in the case of interest payments, to
      reflect the period of time during which such Lender's participation
      interest is outstanding and funded) its ratable amount of all payments of
      principal and interest in respect of such Swing Line Loan in like funds as
      received; provided, however, that in the event such payment received by
      the Swing Line Lender is required to be returned to the Borrower, such
      Lender shall return to


                                      -31-
<PAGE>
      the Swing Line Lender the portion of any amounts which such Lender had
      received from the Swing Line Lender in like funds.

      Section 2.4. Continuation and Conversion Elections. By delivering a
Continuation/Conversion Notice to the Administrative Agent on or before 10:00
a.m., Denver time, on a Business Day, the Borrower may from time to time
irrevocably elect, on not less than one Business Day's notice (in the case of a
conversion of LIBO Rate Loans to Base Rate Loans) or three Business Days' notice
(in the case of a continuation of LIBO Rate Loans or a conversion of Base Rate
Loans to LIBO Rate Loans) nor more than five Business Days' notice (in the case
of all Loans) that all, or any portion in an aggregate minimum amount of
$500,000 and an integral multiple of $100,000, of any Loans (other than Swing
Line Loans) be, in the case of Base Rate Loans, converted into LIBO Rate Loans
or, in the case of LIBO Rate Loans, be converted into a Base Rate Loan or a LIBO
Rate Loan or continued as a LIBO Rate Loan (in the absence of delivery of a
Continuation/Conversion Notice with respect to any LIBO Rate Loan at least three
Business Days before the last day of the then current Interest Period with
respect thereto, such LIBO Rate Loan shall, on such last day, automatically
convert to a Base Rate Loan); provided, however, that (i) each such conversion
or continuation shall be made pro rata among the Lenders in accordance with the
respective principal amounts of the Loans comprising the converted or continued
Borrowing, and (ii) no portion of the outstanding principal amount of any Loans
may be continued as, or be converted into, LIBO Rate Loans when any Default has
occurred and is continuing, without the consent of the Required Lenders.

      Section 2.5. Funding. Each Lender may, if it so elects, fulfill its
obligation to make, continue or convert LIBO Rate Loans hereunder by causing one
of its foreign branches or Affiliates (or an international banking facility
created by such Lender) to make or maintain such LIBO Rate Loan; provided,
however, that such LIBO Rate Loan shall nonetheless be deemed to have been made
and to be held by such Lender, and the obligation of the Borrower to repay such
LIBO Rate Loan shall nevertheless be to such Lender for the account of such
foreign branch, Affiliate or international banking facility. In addition, the
Borrower hereby consents and agrees that, for purposes of any determination to
be made for purposes of Section 4.1, 4.2, 4.3 or 4.4, it shall be conclusively
assumed that each Lender elected to fund all LIBO Rate Loans by purchasing
Dollar deposits in its LIBOR Office's interbank eurodollar market.

      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 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 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


                                      -32-
<PAGE>
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) five days prior to the Revolving Loan
Commitment Termination Date and (ii) one year from the date of its issuance. 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.

      Section 2.6.1. Other Lenders' Participation. Upon the issuance of each
Letter of Credit issued by the Issuer pursuant hereto, and without further
action, each Lender (other than the Issuer) shall be deemed to have irrevocably
purchased from the Issuer, to the extent of its Percentage, and the Issuer shall
be deemed to have irrevocably granted and sold to such Lender a participation
interest in such Letter of Credit (including the Contingent Liability and any
Reimbursement Obligation and all rights with respect thereto), and such Lender
shall, to the extent of its Percentage, be responsible for reimbursing promptly
(and in any event within one Business Day) the Issuer for Reimbursement
Obligations which have not been reimbursed by the Borrower in accordance with
Section 2.6.3. In addition, such Lender shall, to the extent of its Percentage,
be entitled to receive a ratable portion of the Letter of Credit fees payable
pursuant to Section 3.3.3 with respect to each Letter of Credit and of interest
payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To
the extent that any Lender has reimbursed the Issuer for a Disbursement as
required by this Section, such Lender shall be entitled to receive its ratable
portion of any amounts subsequently received (from the Borrower or otherwise) in
respect of such Disbursement.

      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 (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; provided, however, that, if no Default shall have then occurred
and be continuing, 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


                                      -33-
<PAGE>
Disbursement, then the amount of the Disbursement shall be deemed to be a
Revolving Loan 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 immediately
available funds 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.

      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) 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.

      Section 2.6.4. Deemed Disbursements. Upon the occurrence and during the
continuation of any Event of Default of the type described in Section 8.1.9 or,
with notice from the Administrative Agent acting at the direction of the
Required Lenders, upon the occurrence and during the continuation of any other
Event of Default,

                  (a) an amount equal to that portion of all Letter of Credit
      Outstandings attributable to the then aggregate amount which is undrawn
      and available under all Letters of Credit issued and outstanding shall,
      without demand upon or notice to the Borrower or any other Person, be
      deemed to have been paid or disbursed by the Issuer under such Letters of
      Credit (notwithstanding that such amount may not in fact have been so paid
      or disbursed); and

                  (b) upon notification by the Administrative Agent to the
      Borrower of the obligations of the Borrower under this Section, the
      Borrower shall be immediately obligated to reimburse the Issuer for the
      amount deemed to have been so paid or disbursed by the Issuer.

Any amounts so payable by the Borrower pursuant to this Section shall be
deposited in cash with the Administrative Agent and held as collateral security
for the Obligations in connection with the Letters of Credit issued by the
Issuer. At such time when the Events of Default giving rise to


                                      -34-
<PAGE>
the deemed disbursements hereunder shall have been cured or waived, the
Administrative Agent shall return to the Borrower all amounts then on deposit
with the Administrative Agent pursuant to this Section, together with accrued
interest at the Federal Funds Rate, which have not been applied to the
satisfaction of such Obligations.

      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; or

                  (e) 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.

      Section 2.7. Register; Notes. (a) Each Lender may maintain in accordance
with its usual practice an account or accounts evidencing the Indebtedness of
the Borrower to such Lender resulting from each Loan made by such Lender,
including the amounts of principal and interest payable and paid to such Lender
from time to time hereunder. In the case of a Lender that does not request,
pursuant to clause (b)(ii) below, execution and delivery of a Note evidencing
the Loans made by such Lender to the Borrower, such account or accounts shall,
to the extent not inconsistent with the notations made by the Administrative
Agent in the Register, be conclusive and binding on the Borrower absent manifest
error; provided, however, that the failure of any Lender to maintain such
account or accounts shall not limit or otherwise affect any Obligations of the
Borrower or any other Obligor.


                                      -35-
<PAGE>
      (b)(i) The Borrower hereby designates the Administrative Agent to serve as
the Borrower's agent, solely for the purpose of this clause (b), to maintain a
register (the "Register") on which the Administrative Agent will record each
Lender's Commitment, the Loans made by each Lender and each repayment in respect
of the principal amount of the Loans, annexed to which the Administrative Agent
shall retain a copy of each Lender Assignment Agreement delivered to the
Administrative Agent pursuant to Section 10.11.1. Failure to make any
recordation, or any error in such recordation, shall not affect any Obligor's
Obligations. The entries in the Register shall be conclusive, in the absence of
manifest error, and the Borrower, the Administrative Agent and the Lenders shall
treat each Person in whose name a Loan (and as provided in clause (ii) the Note
evidencing such Loan, if any) is registered as the owner thereof for the
purposes of all Loan Documents, notwithstanding notice or any provision herein
to the contrary. A Lender's Commitment or the Loans made pursuant thereto may be
assigned or otherwise transferred in whole or in part only by registration of
such assignment or transfer in the Register. Any assignment or transfer of a
Commitment or the Loans made pursuant thereto shall be registered in the
Register only upon delivery to the Administrative Agent of a Lender Assignment
Agreement that has been executed by the requisite parties pursuant to Section
10.11.1. No assignment or transfer of a Lender's Commitment or Loans shall be
effective unless such assignment or transfer shall have been recorded in the
Register by the Administrative Agent as provided in this Section.

      (ii) The Borrower agrees that, upon the request to the Administrative
Agent by any Lender, the Borrower will execute and deliver to such Lender a Note
evidencing the Loans made by such Lender. The Borrower hereby irrevocably
authorizes each Lender to make (or cause to be made) appropriate notations on
the grid attached to such Lender's Note (or on any continuation of such grid),
which notations, if made, shall evidence, inter alia, the date of, the
outstanding principal amount of, and the interest rate and Interest Period
applicable to the Loans evidenced thereby. Such notations shall, to the extent
not inconsistent with notations made by the Administrative Agent in the
Register, be conclusive and binding on each Obligor absent manifest error;
provided, however, that the failure of any Lender to make any such notations
shall not limit or otherwise affect any Obligations of any Obligor. The Loans
evidenced by any Note and interest thereon shall at all times (including after
assignment pursuant to Section 10.11.1) be payable to the order of the payee
named therein and its registered assigns.

                                   ARTICLE III

                   REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

      Section 3.1. Repayments and Prepayments; Application.

      Section 3.1.1. Repayments and Prepayments. The Borrower shall repay in
full the unpaid principal amount of each Revolving Loan upon the Stated Maturity
Date. The Borrower shall repay in full the principal amount of each Swing Line
Loan on the tenth Business Day following the date that each such Swing Line Loan
is made. Prior thereto, the Borrower

                  (a) may, from time to time on any Business Day, make a
      voluntary prepayment, in whole or in part, of the outstanding principal
      amount of any Loans; provided, however, that


                                      -36-
<PAGE>
                        (i) any such prepayment of Revolving Loans shall be made
                  pro rata among the Revolving Loans of the same Type and, if
                  applicable, having the same Interest Period of all Lenders
                  that have made such Revolving Loans;

                        (ii) the Borrower shall comply with Section 4.4 in the
                  event that any LIBO Rate Loan is prepaid on any day other than
                  the last day of the Interest Period for such Loan;

                        (iii) all such voluntary prepayments of LIBO Rate Loans
                  shall require at least three but no more than five Business
                  Days' prior written notice to the Administrative Agent;

                        (iv) all such voluntary prepayments of Base Rate Loans
                  shall require at least one but no more than five Business
                  Days' prior written notice to the Administrative Agent; and

                        (v) all such voluntary partial prepayments shall be in
                  an aggregate minimum amount of $500,000 and an integral
                  multiple of $100,000;

                  (b) shall, on each date when a reduction in the Revolving Loan
      Commitment Amount shall become effective pursuant to Section 2.2, make a
      mandatory prepayment of Revolving Loans and (if necessary) deposit with
      the Administrative Agent cash collateral for Letter of Credit Outstandings
      in an aggregate amount equal to the excess, if any, of the aggregate
      outstanding principal amount of all Revolving Loans, Swing Line Loans and
      Letter of Credit Outstandings over the Revolving Loan Commitment Amount as
      so reduced; and

                  (c) shall, immediately upon any acceleration of the Stated
      Maturity Date of any Loans or Obligations pursuant to Section 8.2 or
      Section 8.3, repay all Loans and provide the Administrative Agent with
      cash collateral in an amount equal to the Letter of Credit Outstandings,
      unless, pursuant to Section 8.3, only a portion of all Loans and
      Obligations are so accelerated (in which case the portion so accelerated
      shall be so prepaid or cash collateralized with the Administrative Agent).

      Section 3.1.2. Application. Each prepayment or repayment of the principal
      of the Loans shall be applied, to the extent of such prepayment or
      repayment, first, to the principal amount thereof being maintained as Base
      Rate Loans, and second, to the principal amount thereof being maintained
      as LIBO Rate Loans.

      Section 3.2. Interest Provisions. Interest on the outstanding principal
amount of Loans shall accrue and be payable in accordance with this Section 3.2.

      Section 3.2.1. Rates. Pursuant to an appropriately delivered Borrowing
Request or Continuation/Conversion Notice, the Borrower may elect that Loans
comprising a Borrowing accrue interest at a rate per annum:


                                      -37-



<PAGE>

            (a) on that portion maintained from time to time as a Base Rate
      Loan, equal to the sum of the Alternate Base Rate from time to time in
      effect plus the Applicable Margin for Base Rate Loans, but in no event in
      excess of the Highest Lawful Rate; and

            (b) on that portion maintained as a LIBO Rate Loan, during each
      Interest Period applicable thereto, equal to the sum of the LIBO Rate
      (Reserve Adjusted) for such Interest Period plus the Applicable Margin for
      LIBO Rate Loans, but in no event in excess of the Highest Lawful Rate.

      Section 3.2.2. Post-Maturity Rates. After the date any principal amount of
any Loan is due and payable (whether on the Stated Maturity Date, upon
acceleration or otherwise), or after any other monetary Obligation of the
Borrower (other than overdue Reimbursement Obligations which shall bear interest
as provided in Section 2.6.2) shall have become due and payable, the Borrower
shall pay, but only to the extent permitted by Applicable Law, interest (after
as well as before judgment) on such amounts at a rate per annum equal to (a) in
the case of overdue principal, at the rate otherwise applicable to such Loan
pursuant to Section 3.2 plus 2.00% per annum and (b) in all other cases, at a
rate per annum equal to the rate that would be applicable to a Base Rate plus
2.00%, but in no event in excess of the Highest Lawful Rate.

      Section 3.2.3. Payment Dates. Interest accrued on each Loan shall be
payable, without duplication:

            (a) on the Stated Maturity Date;

            (b) on the date of any optional or required payment or prepayment,
      in whole or in part, of principal outstanding on such Loan;

            (c) with respect to Base Rate Loans, on each Quarterly Payment Date
      occurring after the Agreement Effective Date;

            (d) with respect to LIBO Rate Loans, on the last day of each
      applicable Interest Period (and, if such Interest Period shall exceed
      three months, on each date occurring at three month intervals after the
      first day of such Interest Period);

            (e) with respect to any Base Rate Loans converted into LIBO Rate
      Loans on a day when interest would not otherwise have been payable
      pursuant to clause (c), on the date of such conversion; and

            (f) on that portion of any Loans the Stated Maturity Date of which
      is accelerated pursuant to Section 8.2 or Section 8.3, immediately upon
      such acceleration.

Interest accrued on Loans, Reimbursement Obligations or other monetary
Obligations arising under this Agreement or any other Loan Document after the
date such amount is due and payable (whether on the Stated Maturity Date, upon
acceleration or otherwise) shall be payable upon demand.

                                      -38-
<PAGE>
      Section 3.3. Fees. The Borrower agrees to pay the fees set forth in this
Section 3.3. All such fees shall be non-refundable.

      Section 3.3.1. Commitment Fee. The Borrower agrees to pay to the
Administrative Agent for the account of each Lender, for each day during the
period (including any portion thereof when any of the Lenders' Revolving Loan
Commitments are suspended by reason of the Borrower's inability to satisfy any
condition of Article V) commencing on the Agreement Effective Date and
continuing through the Revolving Loan Commitment Termination Date a commitment
fee on such Lender's Percentage of the Unused Portion, whether or not then
available, for such day at a rate per annum equal to the Applicable Commitment
Fee for such day. Such commitment fees shall be payable by the Borrower in
arrears on each Quarterly Payment Date, commencing with the first such day
following the Agreement Effective Date, and on the Revolving Loan Commitment
Termination Date. The making of Swing Line Loans by the Swing Line Lender shall
not constitute usage under the Revolving Loan Commitment for the purpose of
calculating the commitment fees to be paid by the Borrower to the Lenders
pursuant to this Section 3.3.1.

      Section 3.3.2. Administrative Agent's Fees. The Borrower agrees to pay to
the Administrative Agent, for its own account, the fees in the amounts and on
the dates set forth in the Administrative Agent Fee Letter.

      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 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 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 Revolving Loan Commitment Termination Date,
commencing on the first such date after the issuance of such Letter of Credit.

      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 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. 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.

                                   ARTICLE IV

                     CERTAIN LIBO RATE AND OTHER PROVISIONS

      Section 4.1. LIBO Rate Lending Unlawful. If any Lender shall determine
(which determination shall, upon notice thereof to the Borrower, the
Administrative Agent and the Lenders, be conclusive and binding on the Borrower)
that the introduction of or any change in or

                                      -39-
<PAGE>
in the interpretation of any law makes it unlawful, or any central bank or other
governmental authority asserts that it is unlawful, for such Lender to make,
continue or maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan,
the obligations of such Lender to make, continue, maintain or convert into any
such Loans shall, upon such determination, forthwith be suspended until such
Lender shall notify the Administrative Agent that the circumstances causing such
suspension no longer exist. Upon receipt of such notice, the Borrower shall,
upon demand from such Lender (with a copy to the Administrative Agent), prepay
or, if applicable, convert all LIBO Rate Loans of such Lender to Base Rate
Loans, either on the last day of the Interest Period therefor, if such Lender
may lawfully continue to maintain such LIBO Rate Loans to such day, or
immediately, if such Lender may not lawfully continue to maintain such LIBO Rate
Loans..

      Section 4.2. Deposits Unavailable. If the Required Lenders shall have
determined that in connection with any request for a LIBO Rate Loan or a
conversion to or continuation thereof that

            (a) Dollar deposits in the relevant amount and for the relevant
      Interest Period are not available banks in the London interbank
      euro-dollar market; or

            (b) adequate and reasonable means do not exist for ascertaining the
      interest rate applicable hereunder to LIBO Rate Loans of such type, or

            (c) the LIBO Rate for any requested Interest Period with respect to
      a proposed LIBO Rate Loan does not adequately and fairly reflect the cost
      of such Lenders of funding such Loan,

then, upon notice from the Administrative Agent to the Borrower and the Lenders,
the obligations of all Lenders under Section 2.3 and Section 2.4 to make or
continue any Loans as, or to convert any Loans into, LIBO Rate Loans of such
type shall forthwith be suspended until the Administrative Agent shall notify
the Borrower and the Lenders that the circumstances causing such suspension no
longer exist.

      Section 4.3. Increased LIBO Rate Loan Costs, etc. If after the Agreement
Effective Date, the adoption of or change in any Applicable Law, change in the
administration, interpretation or application thereof or the making or issuance
of any request, guideline or directive (whether or not having the force of law)
by any governmental authority would (a) impose, modify or deem applicable any
reserve, special deposit, compulsory loan, insurance charge or similar
requirement against assets of, deposits with or for the account of, or credit
extended or participated in by, any Lender (except any LIBOR Reserve Percentage)
or any Issuer; (b) subject any Lender or Issuer to any tax of any kind
whatsoever with respect to this Agreement, any Letter of Credit, any
participation in a Letter of Credit or any LIBO Rate Loan made by it, or change
the basis of taxation of payments in such Lender or the Issuer in respect
thereof (except as provided for in Section 4.6); or (c) impose on any Lender or
Issuer or the London interbank market any other condition, cost or expense
affecting this Agreement or LIBO Rate Loans made by such Lender or any Letter of
Credit or participation therein, and the result of any of the foregoing shall be
to increase in the cost to such Lender of, or any reduction in the amount of any
sum receivable by such Lender in respect of, making, continuing or maintaining

                                      -40-
<PAGE>
(or of its obligation to make, continue or maintain) any Loans as, or of
converting (or of its obligation to convert) any Loans into, LIBO Rate Loans
then, upon request of such Lender or Issuer, the Borrower will pay to such
Lender or Issuer, as the case may be, such additional amount or amounts as will
compensate such Lender or the Issuer, as the case may be, for such additional
costs incurred or reduction suffered. Such Lender shall promptly notify the
Administrative Agent and the Borrower in writing of the occurrence of any such
event, such notice to state, in reasonable detail, the reasons therefor and the
additional amount required fully to compensate such Lender for such increased
cost or reduced amount. Such additional amounts shall be payable by the Borrower
directly to such Lender within five days of its receipt of such notice, and such
notice shall, in the absence of manifest error, be conclusive and binding on the
Borrower.

      Section 4.4. Funding Losses. In the event any Lender shall incur any loss
or expense (including any loss or expense incurred by reason of the liquidation
or reemployment of deposits or other funds acquired by such Lender to make,
continue or maintain any portion of the principal amount of any Loan as, or to
convert any portion of the principal amount of any Loan into, a LIBO Rate Loan)
as a result of

            (a) any conversion or repayment or prepayment of the principal
      amount of any LIBO Rate Loans on a date other than the scheduled last day
      of the Interest Period applicable thereto, whether pursuant to Section 3.1
      or otherwise;

            (b) any Loans not being made as LIBO Rate Loans in accordance with
      the Borrowing Request therefor; or

            (c) any Loans not being continued as, or converted into, LIBO Rate
      Loans in accordance with the Continuation/Conversion Notice therefor,

then, upon the written notice of such Lender to the Borrower (with a copy to the
Administrative Agent), the Borrower shall, within five days of its receipt
thereof, pay directly to such Lender such amount as will (in the reasonable
determination of such Lender) reimburse such Lender for such loss or expense.
Such written notice (which shall include calculations in reasonable detail)
shall, in the absence of manifest error, be conclusive and binding on the
Borrower.

      Section 4.5. Increased Capital Costs. If any change in, or the
introduction, adoption, effectiveness, interpretation, reinterpretation or
phase-in of, any law or regulation, directive, guideline, decision or request
(whether or not having the force of law) of any court, central bank, regulator
or other governmental authority after the Agreement Effective Date affects or
would affect the amount of capital required or expected to be maintained by any
Lender or any Person controlling such Lender, and such Lender determines (in its
sole and absolute discretion) that the rate of return on its or such controlling
Person's capital as a consequence of its Commitments, issuance of or
participation in Letters of Credit or the Loans made by such Lender is reduced
to a level below that which such Lender or such controlling Person could have
achieved but for the occurrence of any such circumstance, then, in any such case
upon notice from time to time by such Lender to the Borrower, the Borrower shall
within five days of its receipt thereof pay directly to such Lender additional
amounts sufficient to compensate such Lender or such controlling Person for such
reduction in rate of return. A statement of such Lender as to any

                                      -41-
<PAGE>
such additional amount or amounts (including calculations thereof in reasonable
detail) shall, in the absence of manifest error, be conclusive and binding on
the Borrower. In determining such amount, such Lender may use any method of
averaging and attribution that it (in its sole and absolute discretion) shall
deem applicable.

      Section 4.6. Delay in Requests. Failure or delay on the part of any Lender
or Issuer to demand compensation pursuant to Sections 4.3 or 4.5 shall not
constitute a waiver of such Lender's or Issuer's right to demand such
compensation, provided that the Borrower shall not be required to compensate a
Lender or Issuer pursuant to such Sections for any increases costs incurred or
reductions suffered more than nine months prior to the date that such Lender or
Issuer, as the case may be, notifies the Borrower of the change in Applicable
Law giving rise to such increased costs or reductions and of such Lender's or
Issuer's intention to claim compensation therefor (except that, if the change in
Applicable Law giving rise to such increased costs or reductions is retroactive,
then the nine-month period referred to above shall be extended to include the
period of retroactive effect thereof).

      Section 4.7. Taxes. All payments by the Borrower of principal of, and
interest on, the Loans and all other amounts payable hereunder shall be made
free and clear of and without deduction for any present or future income,
excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or
other charges of any nature whatsoever imposed by any taxing authority, but
excluding franchise taxes and taxes imposed on or measured by any Lender's net
income or receipts (such non-excluded items being called "Taxes"). In the event
that any withholding or deduction from any payment to be made by the Borrower
hereunder is required in respect of any Taxes pursuant to any Applicable Law,
then, subject to the last paragraph of this Section 4.7, the Borrower will

            (a) pay directly to the relevant authority the full amount required
      to be so withheld or deducted;

            (b) promptly forward to the Administrative Agent an official receipt
      or other documentation satisfactory to the Administrative Agent evidencing
      such payment to such authority; and

            (c) pay to the Administrative Agent for the account of the Lenders
      such additional amount or amounts as is necessary to ensure that the net
      amount actually received by each Lender will equal the full amount such
      Lender would have received had no such withholding or deduction been
      required.

Moreover, if any Taxes are directly asserted against the Administrative Agent or
any Lender with respect to any payment received by the Administrative Agent or
such Lender hereunder, the Administrative Agent or such Lender may pay such
Taxes and, subject to the last paragraph of this Section 4.7, the Borrower shall
promptly pay such additional amounts (including any penalties, interest or
expenses) as is necessary in order that the net amount received by such person
after the payment of such Taxes (including any Taxes on such additional amount)
shall equal the amount such person would have received had not such Taxes been
asserted.

                                      -42-
<PAGE>
      If the Borrower fails to pay any Taxes when due to the appropriate taxing
authority or fails to remit to the Administrative Agent, for the account of the
respective Lenders, the required receipts or other required documentary
evidence, the Borrower shall, subject to the last paragraph of this Section 4.7,
indemnify the Lenders for any incremental Taxes, interest or penalties that may
become payable by any Lender as a result of any such failure. For purposes of
this Section 4.7, a distribution hereunder by the Administrative Agent or any
Lender to or for the account of any Lender shall be deemed a payment by the
Borrower.

      Upon the request of the Borrower or the Administrative Agent, each Lender
that is organized under the laws of a jurisdiction other than the United States
shall, prior to the due date of any payments under the Notes, execute and
deliver to the Borrower and the Administrative Agent, on or about the first
scheduled payment date in each Fiscal Year, one or more (as the Borrower or the
Administrative Agent may reasonably request) (i) United States Internal Revenue
Service Forms W-8 (or successor forms), appropriately completed, and (ii) a
certificate of a duly authorized officer of such Lender to the effect that such
Lender is not (A) a "bank" within the meaning of Section 881(c)(3)(A) of the
Code, (B) a "10 percent shareholder" of the Borrower within the meaning of
Section 881(c)(3)(B) of the Code, or (C) a controlled foreign corporation
receiving interest from a related person within the meaning of Section
881(c)(3)(C) of the Code.

      The Borrower shall not be obligated to gross up any payments to any Lender
or to indemnify any Lender pursuant to this Section 4.7 in respect of United
States federal withholding taxes to the extent imposed as a result of (i) the
failure of such Lender to deliver to the Borrower the form or forms and/or
certificates, as applicable to such Lender, pursuant to the penultimate
paragraph of this Section 4.7, (ii) such form or forms and/or certificates not
establishing a complete exemption from U.S. federal withholding tax, (iii) the
information or certifications made in any such form or forms and/or certificates
by the Lender being untrue or inaccurate on the date delivered in any material
respect, or (iv) the Lender designating a successor lending office at which it
maintains its Loans which has the effect of causing such Lender to become
obligated for tax payments in excess of those in effect immediately prior to
such designation; provided, however, that the Borrower shall be obligated to
gross up any payments to any such Lender and to indemnify any such Lender
pursuant to this Section 4.7 in respect of United States federal withholding
taxes if (i) any such failure to deliver a form or forms or certificate or the
failure of such form or forms or certificate to establish a complete exemption
from U.S. federal withholding tax or inaccuracy or untruth contained therein
resulted from a change in any Applicable Law or any interpretation of any of the
foregoing occurring after the date hereof (or, in the case of an Assignee
Lender, occurring after the date such Assignee Lender is deemed to have become a
party hereto pursuant to Section 10.11.1), which change rendered such Lender no
longer legally entitled to deliver such form or forms or certificate or
otherwise ineligible for a complete exemption from U.S. federal withholding tax,
or rendered the information or certifications made in such form or forms or
certificate untrue or inaccurate in a material respect, (ii) the redesignation
of the Lender's Lending Office was made at the request of the Borrower or (iii)
the obligation to gross up payments to any such Lender or indemnify any such
Lender pursuant to this Section 4.7 is with respect to an Assignee Lender that
becomes an Assignee Lender as a result of an assignment made at the request of
the Borrower.

                                      -43-
<PAGE>
      Section 4.8. Payments, Computations, etc. Unless otherwise expressly
provided, 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. All such
payments required to be made to the Administrative Agent shall be made, without
setoff, deduction or counterclaim, not later than 10:00 a.m., Denver time, on
the date due, in same day or immediately available funds, to such account as the
Administrative Agent shall specify from time to time by notice to the Borrower.
Funds received after that time shall be deemed to have been received by the
Administrative Agent on the next succeeding Business Day. The Administrative
Agent shall promptly remit 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.

      Section 4.9. Sharing of Payments. If any Lender shall obtain any payment
or other recovery (whether voluntary, involuntary, by application of setoff or
otherwise) on account of any Loan (other than pursuant to the terms of Sections
4.3, 4.4 and 4.5) or Letter of Credit in excess of its pro rata share of
payments then or therewith obtained by all Lenders, such Lender shall purchase
from the other Lenders such participations in Loans made by them and/or Letters
of Credit as shall be necessary to cause such purchasing Lender to share the
excess payment or other recovery ratably with each of them; provided, however,
that if all or any portion of the excess payment or other recovery is thereafter
recovered from such purchasing Lender, the purchase shall be rescinded and each
Lender which has sold a participation to the purchasing Lender shall repay to
the purchasing Lender the purchase price to the ratable extent of such recovery
together with an amount equal to such selling Lender's ratable share (according
to the proportion of

            (a) the amount of such selling Lender's required repayment to the
      purchasing Lender

to

            (b) the total amount so recovered from the purchasing Lender) of any
      interest or other amount paid or payable by the purchasing Lender in
      respect of the total amount so recovered. The Borrower agrees that any
      Lender so purchasing a participation from another Lender pursuant to this
      Section may, to the fullest extent permitted by law, exercise all its
      rights of payment (including pursuant to Section 4.9) with respect to such
      participation as fully as if such Lender were the direct creditor of the
      Borrower in the amount of such participation. If under any applicable
      bankruptcy, insolvency or other similar law, any Lender receives a secured
      claim in lieu of a setoff to which this Section

                                      -44-
<PAGE>
      applies, such Lender shall, to the extent practicable, exercise its rights
      in respect of such secured claim in a manner consistent with the rights of
      the Lenders entitled under this Section to share in the benefits of any
      recovery on such secured claim.

      Section 4.10. Setoff. Each Lender shall, upon the occurrence of any Event
of Default described in clauses (a) through (d) of Section 8.1.9, or, with the
consent of the Required Lenders, upon the occurrence of any other Event of
Default, have the right to appropriate and apply to the payment of the
Obligations owing to it (whether or not then due), and (as security for such
Obligations) the Borrower hereby grants to each Lender a continuing security
interest in, any and all balances, credits, deposits, accounts or moneys of the
Borrower then or thereafter maintained with or otherwise held by such Lender;
provided, however, that any such appropriation and application shall be subject
to the provisions of Section 4.9. Each Lender agrees promptly to notify the
Borrower and the Administrative Agent after any such setoff and application made
by such Lender; provided, however, that the failure to give such notice shall
not affect the validity of such setoff and application. The rights of each
Lender under this Section are in addition to other rights and remedies
(including other rights of setoff under applicable law or otherwise) which such
Lender may have.

      Section 4.11. Replacement of Lenders. Each Lender hereby severally agrees
as set forth in this Section. If any Lender (a "Subject Lender") makes demand
upon the Borrower for (or if the Borrower is otherwise required to pay) amounts
pursuant to Section 4.2, 4.3, 4.5 or 4.7, or gives notice pursuant to Section
4.1 requiring a conversion of such Subject Lender's LIBO Rate Loans to Base Rate
Loans or suspending such Lender's obligation to make Loans as, or to convert
Loans into, LIBO Rate Loans, the Borrower may, within 90 days of receipt by the
Borrower of such demand or notice (or the occurrence of such other event causing
the Borrower to be required to pay such compensation), as the case may be, give
notice (a "Replacement Notice") in writing to the Administrative Agent and such
Subject Lender of its intention to replace such Subject Lender or any Defaulting
Lender with a financial institution (a "Replacement Lender") designated in such
Replacement Notice. If the Administrative Agent shall, in the exercise of their
reasonable discretion and within 30 days of their receipt of such Replacement
Notice, notify the Borrower and such Subject Lender or any Defaulting Lender in
writing that the designated financial institution is satisfactory to the
Administrative Agent (such consent not being required where the Replacement
Lender is already a Lender), then such Subject Lender or any Defaulting Lender
shall, subject to the payment of any amounts that would otherwise be due
pursuant to Section 4.4 if the Borrower were to prepay the Loans owing to such
Subject Lender or any Defaulting Lender at the time of such assignment, assign,
in accordance with Section 10.11.1, all of its Commitments, Loans, Notes and
other rights and obligations under this Agreement and all other Loan Documents
(including, without limitation, Reimbursement Obligations) to such designated
financial institution; provided, however, that (i) such assignment shall be
without recourse, representation or warranty and shall be on terms and
conditions reasonably satisfactory to such Subject Lender or any Defaulting
Lender and such designated financial institution and (ii) the purchase price
paid by such designated financial institution shall be in the amount of such
Subject Lender's or any Defaulting Lenders' Loans and its Percentage of
outstanding Reimbursement Obligations, together with all accrued and unpaid
interest and fees in respect thereof, plus, unless otherwise paid by the
Borrower, all other amounts (including the amounts demanded and unreimbursed
under Sections 4.2, 4.3, 4.5 and 4.7), owing to such Subject Lender or any
Defaulting Lender hereunder. Upon the effective date

                                      -45-
<PAGE>
of an assignment described above, the Borrower shall issue a replacement Note or
Notes, as applicable, to such designated financial institution or Replacement
Lender, as applicable, and such institution shall become a "Lender" for all
purposes under this Agreement and the other Loan Documents.

      Section 4.12. Use of Proceeds. The Borrower shall apply the proceeds of
each Borrowing in accordance with Section 7.1.9; without limiting the foregoing,
no proceeds of any Loan or Letter of Credit will be used to acquire, in
violation of F.R.S. Board Regulation U, any Capital Stock which is registered
pursuant to Section 12 of the Securities Exchange Act of 1934 or any "margin
stock", as defined in F.R.S. Board Regulation U.

                                   ARTICLE V

                              CONDITIONS PRECEDENT

      Section 5.1. Credit Extensions. The effectiveness of this Agreement and
the obligations of the Lenders and, if applicable, the Issuer to make Credit
Extensions on or after the Agreement Effective Date shall be subject to the
prior or concurrent satisfaction of each of the conditions precedent set forth
in this Section 5.1 (except that the Lenders waive the requirement in Section
5.1.6 of the pledge with respect to 65% of the issued and outstanding voting
Capital Stock of any Non-U.S. Subsidiary which is owned directly by the Borrower
or a U.S. Subsidiary for a period of 45 days after the Agreement Effective
Date).

      Section 5.1.1. Resolutions, etc. The Administrative Agent shall have
received from each Obligor a certificate, dated the Agreement Effective Date, 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 Agreement, the Notes 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 Agreement, the Notes 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 Obligor
canceling or amending such prior certificate.

      Section 5.1.2. Delivery of Notes. The Administrative Agent shall have
received, for the account of each Lender that has submitted, at least two
Business Days prior to the Agreement Effective Date, a written request pursuant
to Section 2.7, its Notes duly executed and delivered by the Borrower.

      Section 5.1.3. Compliance Certificate. The Administrative Agent shall have
received a Compliance Certificate (prepared on a pro forma basis taking into
account the transactions contemplated by this Agreement) duly completed and
executed by the Chief Financial Authorized Officer of the Borrower.

      Section 5.1.4. Agreement Effective Date Certificate. The Administrative
Agent shall have received, with counterparts for each Lender, the Agreement
Effective Date Certificate, dated as of the Agreement Effective Date and duly
executed and delivered by the chief executive, financial or accounting (or
equivalent) Authorized Officer of the Borrower, as the

                                      -46-
<PAGE>
case may be, in which certificate such Person shall agree and acknowledge that
the statements made therein shall be deemed to be true and correct
representations and warranties of the Borrower made as of such date under this
Agreement, and, at the time such certificate is delivered, such statements shall
in fact be true and correct in all material respects.

      Section 5.1.5. Subsidiary Guaranty. The Administrative Agent shall have
received the Subsidiary Guaranty, dated as of the Agreement Effective Date, duly
executed by each Subsidiary Guarantor.

      Section 5.1.6. Pledge Agreements. The Administrative Agent shall have
received executed counterparts of

            (a) the Borrower Pledge Agreement, dated as of the Agreement
      Effective Date, duly executed by an Authorized Officer of the Borrower,
      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 the Borrower which is a corporation, partnership or limited
      liability company ,as the case may be, which certificates shall in each
      case be accompanied by undated stock or other powers duly executed in
      blank and shall be pledged pursuant to the Borrower Pledge Agreement; and

            (b) the Subsidiary Pledge Agreement, dated as of the Agreement
      Effective Date, duly executed by an Authorized Officer of each U.S.
      Subsidiary 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 and any certificates evidencing
      interests in partnerships or limited liability companies of each such
      Subsidiary of such Person (other than Holston and WSI) which is a
      corporation, partnership or limited liability company, as the case may be,
      which shall be pledged pursuant to such Subsidiary Pledge Agreement and
      which certificates shall in each case be accompanied by undated stock
      powers duly executed in blank;

provided, however, that neither the Borrower nor any of its U.S. Subsidiaries
shall be required to pledge in excess of 65% of the outstanding voting Capital
Stock of any Non-U.S. Subsidiary which is owned directly by the Borrower or a
U.S. Subsidiary. If any securities pledged pursuant to a Pledge Agreement are
uncertificated securities, the Administrative Agent shall have received
confirmation and evidence satisfactory to it that appropriate book entries have
been made in the relevant books or records of the issuer of such securities, or
other appropriate steps have been taken under Applicable Law resulting in the
perfection of the security interest granted in favor of the Administrative Agent
in such securities pursuant to the terms of the applicable Pledge Agreement,
including, without limitation, the filing of a Form UCC-1 Financing Statement.

      Section 5.1.7. Security Agreements. The Administrative Agent shall have
received executed counterparts of the Borrower Security Agreement and the
Subsidiary Security Agreement, each dated as of the Agreement Effective Date,
duly executed by the Borrower and each U.S. Subsidiary of the Borrower (other
than Holston and WSI), respectively, together with

                                      -47-
<PAGE>
            (a) executed copies of Uniform Commercial Code financing statements
      ("Form UCC-1 Financing Statements") suitable for filing and as may be
      acceptable to the Administrative Agent, naming the Borrower and each such
      Subsidiary as the debtor and the Administrative Agent as the secured
      party, or other similar instruments or documents suitable for filing under
      the Uniform Commercial Code of all jurisdictions as may be necessary or,
      in the opinion of the Administrative Agent, desirable to perfect the
      security interest of the Administrative Agent pursuant to such Security
      Agreement;

            (b) executed copies of proper Uniform Commercial Code Form UCC-3
      termination statements ("Form UCC-3 Termination Statements"), if any,
      necessary to release all Liens and other rights of any Person securing any
      of the Indebtedness identified in Item 7.2.2(b) ("Indebtedness to be
      Paid") of the Disclosure Schedule, together with such other Form UCC-3
      Termination Statements as the Administrative Agent may reasonably request
      from such Obligors; and

            (c) certified copies of Uniform Commercial Code Requests for
      Information or Copies ("Form UCC-11 Requests"), or a similar search report
      certified by a party acceptable to the Administrative Agent, dated a date
      reasonably near to the Agreement Effective Date, listing all effective
      financing statements which name the Borrower or such Subsidiary (under
      their present names and any previous names) as the debtor and which are
      filed in the jurisdictions in which filings were made pursuant to clause
      (a) above, together with copies of such financing statements (none of
      which (other than those described in clause (a), if such Form UCC-11
      Requests or search report, as the case may be, is current enough to list
      such financing statements described in clause (a)) shall cover any
      collateral described in the Security Agreement unless permitted by Section
      7.2.3).

      Section 5.1.8. Financial Information, etc. The Administrative Agent shall
have received, (a) the audited consolidated income and cash flow statements for
the Fiscal Year ended December 31, 2003, and the audited consolidated balance
sheet of the Borrower and its Subsidiaries for the Fiscal Year ended December
31, 2003; and (b) the unaudited consolidated income and cash flow statements and
balance sheets of the Borrower and its Subsidiaries for the three Fiscal Months
ended March 31, 2004 (collectively, the "Base Financial Statements").

      Section 5.1.9. Solvency, etc. The Administrative Agent shall have received
a Solvency Certificate of the Chief Financial Authorized Officer of the Borrower
substantially in the form of Exhibit H hereto, dated the date of the Agreement
Effective Date, as to the solvency of the Borrower and its Subsidiaries.

      Section 5.1.10. Litigation. There shall exist no pending or threatened
material litigation, proceedings or investigations which (x) would contest any
of the transactions contemplated hereby or (y) could reasonably be expected to
have a Material Adverse Effect.

      Section 5.1.11. Material Adverse Effect. Since December 31, 2003, there
shall not have been any event, circumstance or condition which could reasonably
be expected to have a Material Adverse Effect.

                                      -48-
<PAGE>
      Section 5.1.12. Insurance. The Administrative Agent shall have received
satisfactory evidence of the existence of insurance in compliance with Section
7.1.4 (including all endorsements included therein), and the Administrative
Agent shall be named additional insured or loss payee, on behalf of the Lenders,
in respect of all proceeds payable in respect of such insurance, pursuant to
documentation reasonably satisfactory to the Administrative Agent.

      Section 5.1.13. Opinions of Counsel. The Administrative Agent shall have
received an opinion, substantially in the form of Exhibit J hereto, dated the
Agreement Effective Date and addressed to the Administrative Agent and all
Lenders, from Bracewell & Patterson, L.L.P., counsel to the Obligors.

      Section 5.1.14. UCC Filing Service. All Form UCC-1 Financing Statements,
Form UCC-3 Termination Statements or other similar financing or termination
statements required pursuant to the Loan Documents (collectively, the "Filing
Statements") shall have been delivered to CT Corporation System or another
similar filing service company (the "Filing Agent") reasonably acceptable to the
Administrative Agent. The Filing Agent shall have acknowledged in writing
reasonably satisfactory to the Administrative Agent and its counsel (i) the
Filing Agent's receipt of all such Filing Statements, (ii) that such Filing
Statements have either been submitted for filing with appropriate filing offices
therefor or will be submitted for filing in such appropriate offices within 10
days of the Agreement Effective Date and (iii) that the Filing Agent will notify
the Administrative Agent and its counsel of the result of such submissions
within 30 days of the Agreement Effective Date.

      Section 5.1.15. Closing Fees, Expenses, etc. The Administrative Agent
shall have received, for its own account, all fees (including the reasonable
legal fees of special counsel to the Administrative Agent), costs and expenses
due and payable legal fees to the Administrative Agent, including pursuant to
Sections 3.3 and 10.3, if then invoiced.

      Section 5.1.16. Existing Credit Agreement. The Administrative Agent shall
have received evidence reasonably satisfactory to it that the Existing Credit
Agreement has been or concurrently with the initial Loan hereunder is being
terminated and all amounts thereunder have been or will be concurrently paid in
full.

      Section 5.1.17. Satisfactory Legal Form. All documents executed or
submitted pursuant hereto by or on behalf of the Borrower or any of its
Subsidiaries or any other Obligor shall be satisfactory in form and substance to
the Administrative Agent and its special counsel; the Administrative Agent and
its counsel shall have received all information, approvals, opinions, documents
or instruments as the Administrative Agent or its counsel may reasonably
request.

      Section 5.2. All Credit Extensions. The obligation of each Lender and, if
applicable, the Issuer, to make any Credit Extension (including the initial
Credit Extension) shall be subject to the satisfaction of each of the conditions
precedent set forth in this Section 5.2.

      Section 5.2.1. Compliance with Warranties, No Default, etc. Both before
and immediately after giving effect to any Credit Extension (but, if any Default
of the nature referred to in Section 8.1.5 shall have occurred with respect to
any other Indebtedness, without giving

                                      -49-
<PAGE>
effect to the application, directly or indirectly, of the proceeds of any Credit
Extension) the following statements shall be true and correct:

            (a) the representations and warranties set forth in Article VI and
      in each other Loan Document shall in each case be true and correct in all
      material respects with the same effect as if then made (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) the sum of (i) the aggregate outstanding principal amount of all
      Revolving Loans and Swing Line Loans, plus (ii) the aggregate amount of
      all Letter of Credit Outstandings, does not exceed the Revolving Loan
      Commitment Amount then in effect; and

            (c) no Default shall have then occurred and be continuing.

      Section 5.2.2. Credit Extension Request. The Administrative Agent shall
have received a Borrowing Request or Issuance Request, as the case may be, for
such Credit Extension. Each of the delivery of a Borrowing Request or an
Issuance Request and the acceptance by the Borrower of the proceeds of the
Borrowing or the issuance of the Letter of Credit, as applicable, shall
constitute a representation and warranty by the Borrower that on the date of
such Borrowing (both immediately before and after giving effect to such
Borrowing and the application of the proceeds thereof) or the issuance of the
Letter of Credit, as applicable, the statements made in Section 5.2.1 are true
and correct.

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

      In order to induce the Lenders, the Issuer and the Administrative Agent to
enter into this Agreement and to make Loans and issue Letters of Credit
hereunder, the Borrower represents and warrants unto the Administrative Agent,
the Issuer and each Lender as set forth in this Article VI.

      Section 6.1. Organization, etc. The Borrower and each of its Subsidiaries:

            (a) is validly organized and existing and in good standing under the
      laws of the state of its formation;

            (b) is duly qualified to do business and is in good standing in each
      jurisdiction where the nature of its business requires such qualification,
      except to the extent that the failure to so qualify has not had, and could
      not reasonably be expected to have, a Material Adverse Effect; and

            (c) has full power and authority and holds all requisite
      governmental licenses, permits and other approvals to enter into and
      perform its Obligations under this Agreement and each other Loan Document
      to which it is a party and to own and hold

                                      -50-
<PAGE>
      under lease its property and to conduct its business substantially as
      currently conducted by it.

      Section 6.2. Due Authorization, Non-Contravention, etc. The execution,
delivery and performance by the Borrower of this Agreement and each other Loan
Document executed or to be executed by it, and the execution, delivery and
performance by each other Obligor of each Loan Document executed or to be
executed by it are within the Borrower's and each such Obligor's corporate,
partnership, or limited liability company, as the case may be, powers, have been
duly authorized by all necessary corporate, partnership or limited liability
company, as the case may be, action, and do not

            (a) contravene the Borrower's or any such Obligor's Organizational
      Documents;

            (b) contravene any contractual restriction, law or governmental
      regulation or court decree or order binding on or affecting the Borrower
      or any such Obligor that could reasonably be expected to have a Material
      Adverse Effect; or

            (c) result in, or require the creation or imposition of, any Lien
      (other than the Liens created under the Loan Documents in favor of the
      Administrative Agent for the benefit of the Lenders) on any of the
      Borrower's or any Obligor's properties.

      Section 6.3. Government Approval, Regulation, etc. No authorization or
approval or other action by, and no notice to or filing with, any governmental
authority or regulatory body or other Person is required for the due execution,
delivery or performance by the Borrower or any other Obligor of this Agreement
or any other Loan Document to which it is a party, except as have been duly
obtained or made and are in full force and effect. Neither the Borrower nor any
of its respective Subsidiaries is an "investment company" within the meaning of
the Investment Company Act of 1940, as amended, or a "holding company", or a
"subsidiary company" of a "holding company", or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company", within the meaning
of the Public Utility Holding Company Act of 1935, as amended.

      Section 6.4. Validity, etc. This Agreement constitutes, and each other
Loan Document executed by the Borrower will, on the due execution and delivery
thereof, constitute, the legal, valid and binding obligations of the Borrower
enforceable in accordance with their respective terms; and each Loan Document
executed pursuant hereto by each other Obligor will, on the due execution and
delivery thereof by such Obligor, be the legal, valid and binding obligation of
such Obligor enforceable in accordance with their respective terms.

      Section 6.5. Financial Information. The Borrower has delivered to the
Administrative Agent and each Lender copies of the Base Financial Statements.
The Base Financial Statements have been prepared in accordance with GAAP
consistently applied and present fairly in all material respects the
consolidated financial condition of the Borrower and its Subsidiaries covered
thereby as at the dates thereof and the results of their operations for the
periods then ended.

                                      -51-
<PAGE>
      Section 6.6. No Material Adverse Effect. Since the Audited Financial
Statement Date, there has been no event, circumstance or condition which could
reasonably be expected to have a Material Adverse Effect.

      Section 6.7. Litigation, Labor Controversies, etc. There is no pending or,
to the knowledge of the Borrower, threatened litigation, action, proceeding, or
labor controversy affecting the Borrower or any of its Subsidiaries, or any of
their respective properties, businesses, assets or revenues, which could
reasonably be expected to have a Material Adverse Effect, except as disclosed in
Item 6.7 of the Disclosure Schedule.

      Section 6.8. Subsidiaries; Investments. The Borrower has no Subsidiaries,
except those Subsidiaries

            (a) which are identified in Item 6.8 of the Disclosure Schedule by
      their correct legal name, their jurisdiction of organization and the
      holders (and their respective percentage ownership) of the Capital Stock
      or other equity interests thereof; or

            (b) which are permitted to have been acquired or formed in
      accordance with Section 7.2.5 or 7.2.8.

      Section 6.9. Ownership of Properties. (a) The Borrower and each of its
Subsidiaries owns good and marketable title to all of its properties and assets,
real and personal, tangible and intangible, of any nature whatsoever (including
patents, trademarks, trade names, service marks and copyrights), free and clear
of all Liens, charges or claims (including infringement claims with respect to
patents, trademarks, copyrights and the like) except as permitted pursuant to
Section 7.2.3.

      (b) Except as set forth in Item 6.9 ("Real Property") of the Disclosure
Schedule, neither the Borrower nor any of its Subsidiaries owns any real
property with a fair market value in excess of $10,000,000.

      Section 6.10. Taxes. The Borrower and each of its Subsidiaries has filed
all tax returns and reports required by law to have been filed by them and has
paid all material taxes and governmental charges thereby shown to be owing,
except any such taxes or charges (a) which are being diligently contested in
good faith by appropriate proceedings and for which adequate reserves in
accordance with GAAP shall have been set aside on its books and (b) the
non-payment of which individually or in the aggregate does not exceed
$10,000,000.

      Section 6.11. Pension and Welfare Plans. During the
twelve-consecutive-month period prior to the date of the execution and delivery
of this Agreement and prior to the date of any Borrowing hereunder, no steps
have been taken to terminate any Pension Plan, and no contribution failure has
occurred with respect to any Pension Plan sufficient to give rise to a Lien
under section 302(f) of ERISA in an aggregate amount not to exceed $10,000,000.
No condition exists or event or transaction has occurred with respect to any
Pension Plan which might result in the incurrence by the Borrower or any member
of the Controlled Group of any liability, fine or penalty in an aggregate amount
not to exceed $10,000,000. Except as disclosed in Item 6.11 of the Disclosure
Schedule, neither the Borrower nor any member of the Controlled Group has any
contingent liability with respect to any post-retirement benefit under a Welfare
Plan, other than

                                      -52-
<PAGE>
liability for continuation coverage described in Part 6 of Title I of ERISA, in
excess of $10,000,000 in the aggregate.

      Section 6.12. Environmental Warranties. Except as set forth in Item 6.12
of the Disclosure Schedule or with respect to matters which individually or in
the aggregate do not exceed $10,000,000:

            (a) all facilities and property (including underlying groundwater)
      owned or leased by the Borrower or any of its Subsidiaries have been, and
      continue to be, owned or leased by the Borrower and its Subsidiaries in
      compliance with all Environmental Laws;

            (b) there are no pending or, to the Borrower's knowledge, threatened

                  (i) claims, complaints, notices or requests for information
            received in writing by the Borrower or any of its Subsidiaries with
            respect to any alleged violation of any Environmental Law, or

                  (ii) complaints, notices or inquiries received in writing by
            the Borrower or any of its Subsidiaries regarding potential
            liability under any Environmental Law;

            (c) there have been no Releases of Hazardous Materials at, on or
      under any property owned or leased by the Borrower or any of its
      Subsidiaries;

            (d) no facilities or property (including, without limitation,
      underlying soils and groundwater) owned or leased by the Borrower or any
      of its Subsidiaries are contaminated by Hazardous Materials at levels at
      or above which clean-up or other remediation is required under applicable
      Environmental Law;

            (e) no facilities or property (including, without limitation,
      underlying soils and groundwater) owned or leased by the Borrower or any
      of its Subsidiaries is the subject of monitoring, assessment or
      remediation for contamination by Hazardous Materials;

            (f) there is no off-site environmental contamination from or
      allegedly from facilities or property (including, without limitation,
      underlying soils and groundwater) owned or leased by the Borrower or any
      of its Subsidiaries;

            (g) the Borrower and its Subsidiaries have been issued and are in
      compliance with all permits, certificates, approvals, licenses and other
      authorizations required under Environmental Laws for their businesses;

            (h) neither the Borrower nor any of its Subsidiaries, in
      transporting any waste, has selected the disposal site where the wastes of
      their respective customers (other than the wastes of the Borrower or any
      of its Subsidiaries) have been disposed or has paid the disposal fee for
      their customers' wastes;

                                      -53-
<PAGE>
            (i) no property owned or leased by the Borrower or any of its
      Subsidiaries is listed or, to the Borrower's knowledge, proposed for
      listing (with respect to owned property only) on the National Priorities
      List pursuant to CERCLA, on the CERCLIS or on any similar state list of
      sites requiring investigation or clean-up under Environmental Laws;

            (j) there are no underground storage tanks, active or abandoned,
      including petroleum storage tanks, on or under any property owned or
      leased by the Borrower or any of its Subsidiaries;

            (k) there have not previously been nor are there now any above
      ground storage tanks or underground storage tanks on property owned by the
      Borrower or any of its Subsidiaries that have leaked or otherwise released
      Hazardous Materials into the environment;

            (l) no facilities or property owned or leased by the Borrower or any
      of its Subsidiaries contain a septic tank, cesspool, leaching field, or
      french drain for disposal of waste waters other than sewage and other
      human wastes;

            (m) no facilities or property owned or leased by the Borrower or any
      of its Subsidiaries used, use or contain an underground injection well for
      disposal of waste waters, other than salt water and other produced water
      and oil and gas waste as authorized by Environmental Law;

            (n) the drinking water at any property owned or leased by the
      Borrower or any of its Subsidiaries meets the criteria promulgated under
      the Safe Drinking Water Act;

            (o) neither Borrower nor any of its Subsidiaries has directly
      transported or directly arranged for the transportation of any Hazardous
      Material to any location which is listed or, to the Borrower's knowledge,
      proposed for listing on the National Priorities List pursuant to CERCLA,
      on the CERCLIS or on any similar state list or which is the subject of
      federal, state or local enforcement actions or other investigations under
      Environmental Laws which may lead to material claims against the Borrower
      or such Subsidiary thereof for any remedial work, damage to natural
      resources or personal injury, including claims under CERCLA;

            (p) there are no polychlorinated biphenyls or friable asbestos
      present at any property owned or leased by the Borrower or any of its
      Subsidiaries; and

            (q) no conditions exist at, on or under any property now or
      previously owned or leased by the Borrower which, with the passage of
      time, or the giving of notice or both, would give rise to liability of the
      Borrower or any of its Subsidiaries under any Environmental Law.

      Section 6.13. Regulations U and X. The Borrower is not engaged in the
business of extending credit for the purpose of purchasing or carrying margin
stock, and no proceeds of any Loans will be used for a purpose which violates,
or would be inconsistent with, F.R.S. Board

                                      -54-
<PAGE>
Regulation U or X. Terms for which meanings are provided in F.R.S. Board
Regulation U or X or any regulations substituted therefor, as from time to time
in effect, are used in this Section with such meanings.

      Section 6.14. Accuracy of Information. All factual information (in the
case of industry information, to the best of the Borrower's knowledge)
heretofore or contemporaneously, taken as a whole, furnished by or on behalf of
the Borrower in writing to the Administrative Agent or any Lender for purposes
of or in connection with this Agreement or any transaction contemplated hereby
is, and all other such factual information hereafter furnished by or on behalf
of the Borrower to the Administrative Agent or any Lender will be, true and
accurate in every material respect on the date as of which such information is
dated or certified and as of the date of delivery of such information to the
Administrative Agent and each such Lender, and such information is not, or shall
not be, as the case may be, incomplete by omitting to state any material fact
necessary to make such information not misleading in light of the circumstances
under which they were made; provided that, with respect to projected financial
information, the Borrower represents only that such information was prepared in
good faith and upon assumptions believed to be reasonable at the time.

      Section 6.15. Solvency. The Borrower is, and the Borrower and its
Subsidiaries are on a consolidated basis, Solvent.

      Section 6.16. Common Enterprise. The Borrower and its Subsidiaries are
engaged in business operations that require financing on a basis such that the
credit supplied can be made available from time to time to the Borrower and
various of its Subsidiaries, as required for the continued successful operation
of the Borrower and its Subsidiaries as a whole. The Borrower has requested the
Lenders to make credit available hereunder for the purposes of financing the
operations of the Borrower and its Subsidiaries. The Borrower and each of its
Subsidiaries expects to derive benefit (and the Boards of Directors (or similar
governing body) of the Borrower and of each of its Subsidiaries, respectively,
have determined that such Subsidiary may reasonably be expected to derive
benefit), directly or indirectly, from a portion of the credit extended by the
Lenders hereunder, both in its separate capacity and as a member of the group of
companies, since the successful operation and condition of the Borrower and each
of its Subsidiaries is dependent on the continued successful performance of the
functions of the group as a whole.

                                  ARTICLE VII

                                    COVENANTS

      Section 7.1. Affirmative Covenants. The Borrower agrees with the
Administrative Agent, the Issuer and each Lender that, until all Commitments
have terminated and all Obligations have been paid and performed in full, the
Borrower will perform the obligations set forth in this Section 7.1.

      Section 7.1.1. Financial Information, Reports, Notices, etc. The Borrower
will furnish, or will cause to be furnished, to each Lender and the
Administrative Agent copies of the following financial statements, reports,
notices and information:

                                      -55-
<PAGE>
            (a) as soon as available and in any event within 45 days after the
      end of each of the first three Fiscal Quarters of each Fiscal Year of the
      Borrower (or 60 days after the end of the Fiscal Quarters ending June 30,
      2004 and September 30, 2004) commencing with the Fiscal Quarter ending
      June 30, 2004, a consolidated balance sheet of the Borrower and its
      Subsidiaries as of the end of such Fiscal Quarter and a consolidated
      statement of income, shareholders' equity and cash flow of the Borrower
      and its Subsidiaries for such Fiscal Quarter and for the period commencing
      at the end of the previous Fiscal Year and ending with the end of such
      Fiscal Quarter, certified by the Chief Financial Authorized Officer of the
      Borrower;

            (b) as soon as available and in any event within 90 days after the
      end of each Fiscal Year of the Borrower, a copy of the annual consolidated
      audit report for such Fiscal Year for the Borrower (including therein
      consolidated balance sheets of the Borrower and its Subsidiaries as of the
      end of such Fiscal Year and consolidated statements of income,
      shareholders' equity and cash flow of the Borrower and its Subsidiaries
      for such Fiscal Year), in each case certified (without any Impermissible
      Qualification) in a manner acceptable to the Administrative Agent and the
      Required Lenders by an independent public accountant reasonably acceptable
      to the Administrative Agent and the Required Lenders;

            (c) on the date any financial statements are to be delivered under
      clause (a) or (b) above, a certificate, executed by the Chief Financial
      Authorized Officer of the Borrower, showing (in reasonable detail and with
      appropriate calculations and computations in all respects reasonably
      satisfactory to the Administrative Agent) compliance with the financial
      covenants set forth in Section 7.2.4;

            (d) as soon as possible and in any event within ten days after the
      Borrower has knowledge of the occurrence of each Default, a statement of
      the Chief Financial Authorized Officer of the Borrower setting forth
      details of such Default and the action which the Borrower has taken and
      proposes to take with respect thereto;

            (e) as soon as possible and in any event within ten days after (x)
      the occurrence of any adverse development which is known to the Borrower
      with respect to any litigation, action, proceeding, or labor controversy
      described in Item 6.7 of the Disclosure Schedule or (y) the commencement
      of any labor controversy, litigation, action, proceeding of the type
      described in Section 6.7, notice thereof and copies of all documentation
      relating thereto;

            (f) promptly after the sending or filing thereof, copies of all
      reports which the Borrower sends to any of its security holders, and all
      reports and registration statements (other than filings under Section 16
      of the Exchange Act, Form 8-K and any press releases) which the Borrower
      or any of its Subsidiaries files with the Securities and Exchange
      Commission or any national securities exchange;

            (g) immediately upon becoming aware of the institution of any steps
      by the Borrower or any other Person to terminate any Pension Plan, or the
      failure to make a required contribution to any Pension Plan if such
      failure is sufficient to give rise to a

                                      -56-
<PAGE>
      Lien under section 302(f) of ERISA, or the taking of any action with
      respect to a Pension Plan which could result in the requirement that the
      Borrower or any of its Subsidiaries furnish a bond or other security to
      the PBGC or such Pension Plan, or the occurrence of any event with respect
      to any Pension Plan which could result in the incurrence by the Borrower
      of any material liability, fine or penalty, or any material increase in
      the contingent liability of the Borrower with respect to any
      post-retirement Welfare Plan benefit, notice thereof and copies of all
      documentation relating thereto to the extent described in Section 6.11;
      and

            (h) such other information respecting the condition or operations,
      financial or otherwise, of the Borrower or any of its Subsidiaries as any
      Lender through the Administrative Agent may from time to time reasonably
      request.

      Section 7.1.2. Compliance with Laws, etc. The Borrower will, and will
cause each of its Subsidiaries to, comply in all material respects with all
applicable laws, rules, regulations and orders, such compliance to include
(without limitation):

            (a) the maintenance and preservation of its existence and
      qualification; and

            (b) the payment, before the same become delinquent, of all taxes,
      assessments and governmental charges imposed upon it or upon its property
      except (i) to the extent being diligently contested in good faith by
      appropriate proceedings and for which adequate reserves in accordance with
      GAAP shall have been set aside on its books or (ii) the failure to do so
      could not reasonably be expected to have a Material Adverse Effect.

      Section 7.1.3. Maintenance of Properties. The Borrower will, and will
cause each of its Subsidiaries to, maintain, preserve, protect and keep its
properties in good repair, working order and condition, and make necessary and
proper repairs, renewals and replacements so that its business carried on in
connection therewith may be properly conducted at all times unless the Borrower
determines in good faith that the continued maintenance of any of its properties
is no longer economically desirable and except where the failure to do so would
not have a Material Adverse Effect.

      Section 7.1.4. Insurance. The Borrower will, and will cause each of its
Subsidiaries to, maintain or cause to be maintained with responsible insurance
companies insurance with respect to its properties and business against such
casualties and contingencies and of such types and in such amounts as is
customary in the case of similar businesses and consistent with past practices
of the Borrower and with such provisions and endorsements as the Administrative
Agent may reasonably request and will, upon request of the Administrative Agent,
furnish to the Administrative Agent and each Lender a certificate of an
Authorized Officer of the Borrower setting forth the nature and extent of all
insurance maintained by the Borrower and its Subsidiaries in accordance with
this Section.

                                      -57-
<PAGE>
      Section 7.1.5. Books and Records.

            (a) The Borrower will, and will cause each of its Subsidiaries to,
      keep books and records which accurately reflect all of its business
      affairs and transactions and permit the Administrative Agent, the Issuer
      and each Lender or any of their respective representatives, at reasonable
      times and intervals (but in any event no more than twice in any
      twelve-month period unless a Default or an Event of Default shall have
      occurred and be continuing), to visit all of its offices, to discuss its
      financial matters with its officers and independent public accountant (and
      the Borrower hereby authorizes such independent public accountant to
      discuss the Borrower's financial matters with the Administrative Agent,
      the Issuer and each Lender or their representatives whether or not any
      representative of the Borrower is present) and to examine (and, at the
      expense of the Borrower, photocopy extracts from) any of its books or
      other corporate records. If a Default under Section 8.1.1 shall exist and
      be continuing, the Borrower shall pay any fees incurred in connection with
      the Issuer's, the Administrative Agent's or any Lender's (one accounting
      firm for all the Lenders) exercise of its rights pursuant to this Section.

            (b) Upon reasonable notice to the Borrower, and in any event no more
      than once per annum, the Administrative Agent shall have the right to
      conduct an appraisal, investigation and review of all or any portion of
      the Collateral (as such term or similar term is defined in the Loan
      Documents); provided, that all costs and expenses associated therewith
      shall be for the account of the Lenders, except following the occurrence
      and during the continuation of an Event of Default, at which time such
      reasonable costs and expenses shall be for the account of the Borrower.

      Section 7.1.6. Environmental Covenant. The Borrower will, and will cause
each of its Subsidiaries to,

            (a) use and operate all of its facilities and properties in material
      compliance with all Environmental Laws, obtain and keep all necessary
      permits, approvals, certificates, licenses and other authorizations
      relating to environmental matters in effect and be in material compliance
      therewith, and handle all Hazardous Materials in material compliance with
      all applicable Environmental Laws;

            (b) immediately notify the Administrative Agent and provide copies
      upon receipt of all written claims, complaints, notices or inquiries
      relating to the condition of its facilities and properties or compliance
      with Environmental Laws except with respect to matters which individually
      or in the aggregate do not exceed $10,000,000;

            (c) diligently and prudently assess the status of environmental
      compliance and safety procedures by the Borrower and each of its
      Subsidiaries and take such steps related to environmental cleanup and
      remediation and institute and continue preventative and safety measures,
      which in each case are necessary or prudent and reasonable in order to
      avoid, individually or in the aggregate, a Material Adverse Effect; and

                                      -58-
<PAGE>
            (d) provide such information and certifications which the
      Administrative Agent may reasonably request from time to time to evidence
      compliance with this Section 7.1.6.

      Section 7.1.7. Future Subsidiaries. Upon any Person becoming, after the
Agreement 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 a U.S. Subsidiary and a Material
      Subsidiary to execute and deliver to the Administrative Agent, with
      counterparts for each Lender, a supplement to the Subsidiary Guaranty and
      a supplement to the Subsidiary Security Agreement (and, if such Material
      Subsidiary owns any real property with a fair market value in excess of
      $10,000,000 a Mortgage, to be delivered within 60 days), 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 and any other applicable recording
      statutes, in the case of real property, 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 or a Mortgage, as the case
      may be; 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 Mortgage, 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.

                                      -59-
<PAGE>
      Section 7.1.8. Future Leased Property and Future Acquisitions of Real
Property; Future Acquisition of Other 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 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) In the event that the Borrower or any of its U.S. Subsidiaries
      shall acquire any real property having a fair market value as determined
      in good faith by the Administrative Agent in excess of $10,000,000 in the
      aggregate, the Borrower or the applicable U.S. Subsidiary shall, promptly
      (but in any event within 60 days) after such acquisition, execute a
      Mortgage and provide the Administrative Agent with

                  (i) evidence of the completion (or satisfactory arrangements
            for the completion) of all recordings and filings of such Mortgage
            as may be necessary or, in the reasonable opinion of the
            Administrative Agent, desirable effectively to create a valid,
            perfected first priority Lien, subject to Liens permitted by Section
            7.2.3, against the properties purported to be covered thereby; and

                  (ii) mortgagee's title insurance policies in favor of the
            Administrative Agent and the Lenders in amounts and in form and
            substance and issued by insurers, reasonably satisfactory to the
            Administrative Agent, with respect to the property purported to be
            covered by such Mortgage, insuring that title to such property is
            marketable and that the interests created by the Mortgage constitute
            valid first Liens thereon free and clear of all defects and
            encumbrances other than as permitted under Section 7.2.3 or as
            approved by the Administrative Agent, and such policies shall also
            include a revolving credit endorsement and such other endorsements
            as the Administrative Agent shall request and shall be accompanied
            by evidence of the payment in full of all premiums thereon; and such
            other approvals, opinions, or documents as the Administrative Agent
            may reasonably request.

      Section 7.1.9. Use of Proceeds, etc. The Borrower shall apply the proceeds
of the Loans

            (a) concurrently with the initial Credit Extension made on the
      Agreement Effective Date, to repay all Indebtedness identified in Item
      7.2.2(b) of the

                                      -60-
<PAGE>
      Disclosure Schedule and to pay the related transaction costs and expenses
      incurred in connection with this Agreement;

            (b) for Capital Expenditures, and general corporate purposes
      (including Investments permitted pursuant to clauses (g) and (h) of
      Section 7.2.5) and working capital purposes of the Borrower and its
      Subsidiaries; and

            (c) to make acquisitions permitted under the Loan Documents and to
      pay the related transaction costs and expenses.

      Section 7.1.10. Further Assurances. At any time or from time to time upon
request by the Administrative Agent, the Borrower shall or shall cause any of
its Subsidiaries and each other Obligor to execute and deliver such further
documents and do such other acts and things as the Administrative Agent may
reasonably request in order to effect fully the Obligations of this Agreement
and the other Loan Documents and to provide for payment of the Obligations in
accordance with the terms of this Agreement and the other Loan Documents.

      Section 7.1.11. Assets and EBITDA. If (a) as of the last day of any Fiscal
Quarter, the aggregate assets of the Obligors and the Non-U.S. Subsidiaries
whose Capital Stock is pledged pursuant to a Loan Document do not comprise at
least 90% of the aggregate assets of the Borrower and its Subsidiaries or (b) as
of the last day of any Fiscal Quarter, the aggregate EBITDA for the period of
four consecutive Fiscal Quarters ending on such date generated by the Obligors
and the Non-U.S. Subsidiaries whose Capital Stock is pledged pursuant to a Loan
Document do not comprise at least 90% of the aggregate EBITDA generated by the
Borrower and its Subsidiaries during such period, then within 45 days of the
date the Compliance Certificate for such Fiscal Quarter is due, the Borrower
shall deliver or cause to be delivered to the Administrative Agent (A)(x) a
supplement to the Subsidiary Guaranty and a Subsidiary Security Agreement
executed by one or more Subsidiaries with assets and/or EBITDA adequate to cure
any failure set forth in clause (a) or (b) above or (y) a supplement to the
Borrower Pledge Agreement or the Subsidiary Pledge Agreement pledging 65% of the
Capital Stock of a first-tier Non-U.S. Subsidiary with assets and/or EBITDA
adequate to cure any failure set forth in clause (a) or (b) above and (B)
Organizational Documents, resolutions, incumbency certificates and favorable
opinions of counsel to such Subsidiaries as the Administrative Agent shall
reasonably request (which shall cover, among other things, the legality,
validity, and binding effect of the Guaranty, the Subsidiary Security Agreement,
the Borrower Pledge Agreement or the Subsidiary Pledge Agreement, as the case
may be).

      Section 7.2. Negative Covenants. The Borrower agrees with the
Administrative Agent, the Issuer and each Lender that, until all Commitments
have terminated and all Obligations have been paid and performed in full, the
Borrower will perform the obligations set forth in this Section 7.2.

      Section 7.2.1. Business Activities. The Borrower will not, and will not
permit any of its Subsidiaries to, engage in any business activity, except those
described in the first recital and such activities as may be incidental or
related thereto, and Permitted Acquisitions.

                                      -61-
<PAGE>
      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
      $25,000,000 at any time outstanding 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);

            (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; and

            (j) other unsecured Indebtedness of the Borrower and its
      Subsidiaries not to exceed in aggregate amount outstanding at any time 15%
      of Net Worth; provided, that no such unsecured Indebtedness shall have (x)
      a stated maturity prior to thirty days after the Stated Maturity Date or
      (y) any scheduled amortization or mandatory prepayments or obligations to
      repurchase prior to thirty days after the Stated Maturity Date.

                                      -62-
<PAGE>
Notwithstanding the foregoing, (x) no Indebtedness otherwise permitted by clause
(e), (g), (i) or (j) 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 5% of Net Worth.

      Section 7.2.3. Liens. The Borrower will not, and will not permit any of
its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any
of its property, revenues or assets, whether now owned or hereafter acquired,
except:

            (a) Liens securing payment of the Obligations or any Rate Protection
      Agreements;

            (b) Until the Agreement Effective Date, Liens securing payment of
      Indebtedness of the type permitted and described in clause (b) of Section
      7.2.2 or which are listed on Item 7.2.3(b) of the Disclosure Schedule;

            (c) Liens granted prior to the Agreement Effective Date to secure
      payment of Indebtedness of the type permitted and described in clause (c)
      of Section 7.2.2;

            (d) Liens granted to secure payment of Indebtedness of the type
      permitted and described in clause (e) of Section 7.2.2 and covering only
      those assets acquired with the proceeds of such Indebtedness;

            (e) Liens for taxes, assessments or other governmental charges or
      levies not at the time delinquent or thereafter payable without penalty or
      being diligently contested in good faith by appropriate proceedings and
      for which adequate reserves in accordance with GAAP shall have been set
      aside on its books;

            (f) Liens of carriers, warehousemen, mechanics, materialmen and
      landlords incurred in the ordinary course of business for sums not overdue
      or being diligently contested in good faith by appropriate proceedings and
      for which adequate reserves in accordance with GAAP shall have been set
      aside on its books;

            (g) Liens incurred in the ordinary course of business in connection
      with workmen's compensation, unemployment insurance or other forms of
      governmental insurance or benefits, or to secure performance of tenders,
      statutory obligations, leases and contracts (other than for borrowed
      money) entered into in the ordinary course of business or to secure
      obligations on surety or appeal bonds;

            (h) judgment Liens not constituting an Event of Default under
      Section 8.1.6;

            (i) any interest or title of a lessor secured by a lessor's interest
      under any lease permitted by this Agreement, or any leases or subleases
      granted to others not interfering in any material respect with the
      business of the Borrower and its Subsidiaries to which the property
      subject to such lease or sublease relates;

                                      -63-
<PAGE>
            (j) Liens securing Indebtedness of the type referred to in clause
      (g) (up to an aggregate amount of $10,000,000) of Section 7.2.2; provided,
      however, that (i) any such Liens attach only to the property of any
      Subsidiary acquired, or the property acquired, in connection with such
      Indebtedness and shall not attach to any assets of the Borrower or any of
      the Subsidiary Guarantors theretofore existing or which arise after the
      date thereof and (ii) such Indebtedness secured by any such Lien shall not
      exceed 100% of the fair market value of the assets being acquired in
      connection with such Indebtedness; and

            (k) Liens granted to secure payment of other Indebtedness permitted
      under Section 7.2.2 in an aggregate amount at any time outstanding not to
      exceed 5% of Net Worth.

      Section 7.2.4. Financial Covenants.

            (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 Agreement
      Effective Date through and including September 30, 2005 to be greater than
      3.25:1 and (ii) each Fiscal Quarter thereafter to be greater than 3.00:1.

            (b) Debt Service Coverage Ratio. The Borrower will not permit the
      Debt Service Coverage Ratio as of the end of any Fiscal Quarter ending on
      or after the Agreement Effective Date to be less than 1.50:1.

            (c) Net Worth. The Borrower will not permit Net Worth, at any time,
      to be less than the sum of (i) $204,484,800, (ii) an amount equal to 50%
      of Net Income earned after March 31, 2004 (excluding any Fiscal Quarter in
      which there is a loss), (iii) 75% of any Net Issuance Proceeds received
      after March 31, 2004 by the Borrower or any of its Subsidiaries, and (iv)
      75% of the net worth of any Person that becomes a Subsidiary to the extent
      that the purchase price therefor is paid in Capital Stock of the Borrower
      or any of its Subsidiaries or pursuant to the conversion or exchange of
      any convertible subordinated debt or redeemable preferred stock into
      Capital Stock of the Borrower or any of its Subsidiaries.

      Section 7.2.5. Investments. The Borrower will not, and will not permit any
of its Subsidiaries to, make, incur, assume or suffer to exist any Investment in
any other Person, except:

            (a) Investments existing on the Agreement Effective Date and
      identified in Item 7.2.5(a) of the Disclosure Schedule;

            (b) Cash Equivalent Investments;

            (c) without duplication, Investments permitted as Indebtedness
      pursuant to Section 7.2.2;

            (d) without duplication, Investments permitted as Capital
      Expenditures pursuant to Section 7.2.7;

                                      -64-
<PAGE>
            (e) in the ordinary course of business, Investments by the Borrower
      in any U.S. Subsidiary or any Non-U.S. Subsidiary whose Capital Stock has
      been pledged to secure the Obligations, or by any Subsidiary in any of its
      Subsidiaries that is a U.S. Subsidiary or a Non-U.S. Subsidiary whose
      Capital Stock has been pledged to secure the Obligations, by way of
      contributions to capital;

            (f) Investments in the form of loans to employees of the Borrower
      and its Subsidiaries for the sole purpose of purchasing the common stock
      of the Borrower in an aggregate amount at any time outstanding not to
      exceed $5,000,000;

            (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 10% 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 $25,000,000; and

            (h) other Investments in an aggregate amount at any one time not to
      exceed 10% of Net Worth;

provided, however, that

            (i) any Investment which when made complies with the requirements of
      the definition of the term "Cash Equivalent Investment" may continue to be
      held notwithstanding that such Investment if made thereafter would not
      comply with such requirements;

            (j) no Investment otherwise permitted under clause (g) or (h) shall
      be permitted unless the Borrower would be in pro forma compliance with the
      covenants set forth in Section 7.2.4 for the most recent full Fiscal
      Quarter immediately preceding the date of such Investment and the Chief
      Financial Authorized Officer shall have delivered to the Administrative
      Agent a certificate setting forth such pro forma compliance with such
      covenants; and

            (k) no Investment otherwise permitted by clauses (c) (except as it
      relates to clause (e), (g), (i) or (j) of Section 7.2.2), (f), (g) or (h),
      shall be permitted to be

                                      -65-
<PAGE>
      made if, immediately before or after giving effect thereto, any Default
      shall have occurred and be continuing.

      Section 7.2.6. Restricted Payments, etc. On and at all times after the
Agreement Effective Date:

            (a) the Borrower will not declare, pay or make any dividend or
      distribution (in cash, property or obligations) on any shares of any class
      of Capital Stock (now or hereafter outstanding) of the Borrower or on any
      warrants, options or other rights with respect to any shares of any class
      of Capital Stock (now or hereafter outstanding) of the Borrower (other
      than dividends or distributions payable in its Capital Stock or warrants
      to purchase its Capital Stock or splitups or reclassifications of its
      Capital Stock into additional or other shares of its Capital Stock) or
      apply, or permit any Subsidiary to apply, any of its funds, property or
      assets to the purchase, redemption, sinking fund or other retirement of,
      or agree or permit any Subsidiary to purchase or redeem, any shares of any
      class of Capital Stock (now or hereafter outstanding) of the Borrower, or
      warrants, options or other rights with respect to any shares of any class
      of Capital Stock (now or hereafter outstanding) of the Borrower;

            (b) the Borrower will not, nor will it permit any of its
      Subsidiaries to,

                  (i) make any payment or prepayment of principal of, or make
            any payment of interest on, any Subordinated Debt on any day other
            than the stated, scheduled date for any payment of such principal or
            interest as set forth in the documents and instruments memorializing
            such Subordinated Debt, or which would violate the subordination
            provisions of such Subordinated Debt;

                  (ii) except to the extent permitted under Section 7.2.5, make
            any Investment in, advances to or fee payments to any of its
            Affiliates; or

                  (iii) suffer to exist any Contingent Liabilities of the
            Borrower in respect of Indebtedness of any of its Affiliates (other
            than Subsidiaries that are Guarantors or whose Capital Stock is
            pledged to the Administrative Agent for the benefit of the Lenders
            pursuant to a Pledge Agreement); and

            (c) the Borrower will not, nor will it permit any of its
      Subsidiaries to, make any deposit for any of the foregoing purposes (the
      foregoing prohibited acts referred to in clauses (a), (b) and (c) are
      collectively referred to as "Restricted Payments").

      Notwithstanding clauses (a) and (b) of this Section, 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 so long as (i) immediately both prior to and after giving effect to
such Restricted Payment, no Default or Event of Default shall have occurred and
be continuing, (ii) after giving effect to the making of such Restricted
Payment, the Borrower shall be in pro forma compliance with the covenants set
forth in Section 7.2.4 for the most recent full Fiscal Quarter immediately
preceding the date of the payment of such Restricted Payment

                                      -66-
<PAGE>
for which the relevant financial information has been delivered pursuant to
clause (a) or (b) of Section 7.1.1, (iii) the amount of such Restricted Payment,
when taken together with the aggregate amount of all other Restricted Payments
made under this clause (iii) since the Agreement Effective Date, does not exceed
$5,000,000, and (iv) after giving effect to such Restricted Payment,
Availability is at least $10,000,000.

      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 $75,000,000 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 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, and any such amount carried forward to a succeeding
Fiscal Year shall be deemed to be used after the Borrower and its Subsidiaries
using the amount of Capital Expenditures permitted by this Section without
giving effect to such carry-forward).

      Section 7.2.8. Consolidation, Merger, etc. The Borrower will not, and will
not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with,
or merge into or with, any other corporation, or purchase or otherwise acquire
all or substantially all of the assets of any Person (or of any division
thereof) except

            (a) any such Subsidiary of the Borrower may liquidate or dissolve
      voluntarily into, and may merge with and into, the Borrower (so long as
      the Borrower is the surviving corporation in any such combination or
      merger) or any other Subsidiary Guarantor, and the assets or stock of any
      Subsidiary may be purchased or otherwise acquired by the Borrower or any
      other Subsidiary Guarantor;

            (b) so long as no Default has occurred and is continuing or would
      occur after giving effect thereto, the Borrower or any of its Subsidiaries
      may purchase all or substantially all of the assets of any Person, or
      acquire such Person by merger, if permitted hereunder;

            (c) Holston may merge with or into or may consolidate with any other
      Person;

            (d) WSI may merge with or into or may consolidate with Total Safety
      U.S., Inc. or one of its Affiliates or may be dissolved after all of its
      assets are sold; and

            (e) any subsidiary of the Borrower may be disposed of by merger
      provided that such disposition is in accordance with Section 7.2.9.(d).

      Section 7.2.9. Asset Dispositions, etc. The Borrower will not, and will
not permit any of its Subsidiaries to, sell, transfer, lease, contribute or
otherwise convey, or grant options, warrants or other rights with respect to,
all or any substantial part of its assets (including accounts receivable and
Capital Stock of their respective Subsidiaries) to any Person, unless

                                      -67-
<PAGE>
                  (a) such sale, transfer, lease, contribution or conveyance is
      between the Borrower and any Subsidiary Guarantor;

                  (b) such sale, transfer, lease, contribution or conveyance is
      in the ordinary course of its business (including with respect to any
      "lost-in-hole" assets or assets damaged beyond repair or not returned) or
      is permitted by Section 7.2.8;

                  (c) the sale of the Capital Stock of Holston and WSI or all of
      their respective assets; or

                  (d) (i) such sale, transfer, lease or other disposition is for
      fair market value and the consideration consists of not less than 80% in
      cash and Marketable Securities, and (ii) the Net Disposition Proceeds
      received for such assets, together with the Net Disposition Proceeds of
      all other assets sold, transferred, leased, contributed or conveyed
      otherwise than in the ordinary course of business by the Borrower or any
      of its Subsidiaries pursuant to this clause since March 31, 2004
      (excluding the sale of Well Safe, Inc., Holston and WSI or all of their
      assets), does not exceed at any time 20% of Net Worth.

      Section 7.2.10. Modification of Certain Agreements. The Borrower will not
consent to any amendment, supplement or other modification adverse to the
Lenders of any of the terms or provisions contained in or any document or
instrument evidencing or applicable to any Subordinated Debt, other than any
amendment, supplement or other modification which extends the date or reduces
the amount of any required repayment or redemption.

      Section 7.2.11. Transactions with Affiliates. The Borrower will not, and
will not permit any of its Subsidiaries to, enter into, or cause, suffer or
permit to exist any arrangement or contract with any of its other Affiliates
(other than Subsidiaries that are Guarantors or whose Capital Stock is pledged
to the Administrative Agent for the benefit of the Lenders pursuant to a Pledge
Agreement), unless such arrangement or contract is fair and equitable to the
Borrower or such Subsidiary and is an arrangement or contract of the kind which
would be entered into by a prudent Person in the position of the Borrower or
such Subsidiary with a Person which is not one of its Affiliates.

      Section 7.2.12. Negative Pledges, Restrictive Agreements, etc. The
Borrower will not, and will not permit any of its Subsidiaries to, enter into
any agreement (excluding this Agreement, any other Loan Document, any agreement
governing Indebtedness permitted by clause (b) of Section 7.2.2 as in effect on
the Agreement Effective Date, and as to the assets financed with the proceeds of
such Indebtedness permitted by clause (e) or (g) of Section 7.2.2) prohibiting

                  (a) the creation or assumption of any Lien upon its
      properties, revenues or assets, whether now owned or hereafter acquired,
      or the ability of the Borrower or any other Obligor to amend or otherwise
      modify this Agreement or any other Loan Document; or

                  (b) the ability of any Subsidiary of the Borrower to make any
      payments, directly or indirectly, to the Borrower by way of dividends,
      advances,


                                     - 68 -
<PAGE>
      repayments of loans or advances, reimbursements of management and other
      intercompany charges, expenses and accruals or other returns on
      investments, or any other agreement or arrangement which restricts the
      ability of any such Subsidiary to make any payment, directly or
      indirectly, to the Borrower.

      Section 7.2.13. Sale and Leaseback. The Borrower will not, and will not
permit any of its Subsidiaries to, enter into any agreement or arrangement with
any other Person providing for the leasing by the Borrower or any of its
Subsidiaries of real or personal property having a fair market value of more
than $10,000,000 in the aggregate at any time outstanding which has been or is
to be sold or transferred by the Borrower or any of its Subsidiaries to such
other Person or to any other Person to whom funds have been or are to be
advanced by such Person on the security of such property or rental obligations
of the Borrower or any of its Subsidiaries.

      Section 7.2.14. Accounting Changes. The Borrower will not, and will not
permit any of its Subsidiaries to, change their respective Fiscal Years from the
period of twelve consecutive calendar months ending on December 31.

                                  ARTICLE VIII

                                EVENTS OF DEFAULT

      Section 8.1. Listing of Events of Default. Each of the following events or
occurrences described in this Section 8.1 shall constitute an "Event of
Default".

      Section 8.1.1. Non-Payment of Obligations. (a) The Borrower shall default
in the payment or prepayment when due of any principal of any Loan, (b) the
Borrower shall default (and such default shall continue unremedied for a period
of three Business Days) in the payment when due of any interest on any Loan, (c)
the Borrower or any other Obligor shall default (and such default shall continue
unremedied for a period of five days) in the payment when due of any fee,
deposit or of any other Obligation, or (d) any Subsidiary Guarantor shall
default in the payment when due of any amounts under the Guaranty to which it is
a party.

      Section 8.1.2. Breach of Warranty. Any representation or warranty of the
Borrower or any other Obligor made or deemed to be made hereunder or in any
other Loan Document executed by it or any other writing or certificate furnished
by or on behalf of the Borrower or any other Obligor to the Administrative Agent
or any Lender for the purposes of or in connection with this Agreement or any
such other Loan Document (including any certificates delivered pursuant to
Article V) is or shall be incorrect when made in any material respect.

      Section 8.1.3. Non-Performance of Certain Covenants and Obligations. The
Borrower shall default in the due performance and observance of any of its
obligations under Section 7.1.9, Section 7.1.10, Section 7.1.11 or Section 7.2
or, if such default shall continue for 10 days, Section 7.1.4.

      Section 8.1.4. Non-Performance of Other Covenants and Obligations. The
Borrower or any other Obligor shall default in the due performance and
observance of any other agreement contained herein or in any other Loan Document
executed by it, and such default shall continue


                                     - 69 -
<PAGE>
unremedied for a period of 30 days after notice thereof shall have been given to
the Borrower by the Administrative Agent or any Lender.

      Section 8.1.5. Default on Other Indebtedness. (a) A default shall occur in
the payment when due (subject to any applicable grace period), whether by
acceleration or otherwise, of any other Indebtedness (other than Indebtedness
described in Section 8.1.1) of the Borrower or any of its Subsidiaries or any
other Obligor having a principal amount, individually or in the aggregate, in
excess of $10,000,000, or (b) a default shall occur in the performance or
observance of any obligation or condition with respect to such Indebtedness or
any event shall occur with respect to such Indebtedness, if the effect of such
default or event is to accelerate the maturity of any such Indebtedness or such
default shall continue unremedied or such event shall continue for any
applicable period of time sufficient to permit the holder or holders of such
Indebtedness, or any trustee or agent for such holders, to cause such
Indebtedness to become due and payable prior to its expressed maturity or to be
repurchased, prepaid, defeased or redeemed, or an offer to repurchase, prepay,
defease or redeem such Indebtedness to be made, prior to its expressed maturity.

      Section 8.1.6. Judgments. Any judgment or order for the payment of money
in excess of $10,000,000 shall be rendered against the Borrower or any of its
Subsidiaries or any other Obligor and either

                  (a) enforcement proceedings shall have been commenced by any
      creditor upon such judgment or order; or

                  (b) there shall be any period of 20 consecutive days during
      which a stay of enforcement of such judgment or order, by reason of a
      pending appeal or otherwise, shall not be in effect.

      Section 8.1.7. Pension Plans. Any of the following events shall occur with
respect to any Pension Plan

                  (a) the institution of any steps by the Borrower, any member
      of its Controlled Group or any other Person to terminate a Pension Plan
      if, as a result of such termination, the Borrower or any such member could
      be required to make a contribution to such Pension Plan, or could
      reasonably expect to incur a liability or obligation to such Pension Plan,
      in excess of $10,000,000; or

                  (b) a contribution failure occurs with respect to any Pension
      Plan sufficient to give rise to a Lien under Section 302(f) of ERISA.

      Section 8.1.8. Control of the Borrower. Any Change in Control shall occur.

      Section 8.1.9. Bankruptcy, Insolvency, etc. The Borrower or any of its
Subsidiaries or any other Obligor shall

                  (a) become insolvent or generally fail to pay, or admit in
      writing its inability or unwillingness to pay, debts as they become due;


                                     - 70 -
<PAGE>
                  (b) apply for, consent to, or acquiesce in, the appointment of
      a trustee, receiver, sequestrator or other custodian for the Borrower or
      any of its Subsidiaries or any other Obligor or any property of any
      thereof, or make a general assignment for the benefit of creditors;

                  (c) in the absence of such application, consent or
      acquiescence, permit or suffer to exist the appointment of a trustee,
      receiver, sequestrator or other custodian for the Borrower or any of its
      Subsidiaries or any other Obligor or for a substantial part of the
      property of any thereof, and such trustee, receiver, sequestrator or other
      custodian shall not be discharged within 60 days, provided that the
      Borrower, each Subsidiary and each other Obligor hereby expressly
      authorizes the Administrative Agent and each Lender to appear in any court
      conducting any relevant proceeding during such 60-day period to preserve,
      protect and defend their rights under the Loan Documents;

                  (d) permit or suffer to exist the commencement of any
      bankruptcy, reorganization, debt arrangement or other case or proceeding
      under any bankruptcy or insolvency law, or any dissolution, winding up or
      liquidation proceeding, in respect of the Borrower or any of its
      Subsidiaries or any other Obligor, and, if any such case or proceeding is
      not commenced by the Borrower or such Subsidiary or such other Obligor,
      such case or proceeding shall be consented to or acquiesced in by the
      Borrower or such Subsidiary or such other Obligor or shall result in the
      entry of an order for relief or shall remain for 60 days undismissed,
      provided that the Borrower, each Subsidiary and each other Obligor hereby
      expressly authorizes the Administrative Agent and each Lender to appear in
      any court conducting any such case or proceeding during such 60-day period
      to preserve, protect and defend their rights under the Loan Documents; or

                  (e) take any action authorizing, or in furtherance of, any of
      the foregoing.

      Section 8.1.10. Impairment of Security, etc. Any Loan Document, or any
Lien granted thereunder, shall (except in accordance with its terms), in whole
or in part, terminate, cease to be effective or cease to be the legally valid,
binding and enforceable obligation of any Obligor party thereto (with respect to
property with a replacement cost individually or in the aggregate in excess of
$1,000,000); the Borrower, any other Obligor or any other party shall, directly
or indirectly, contest in any manner such effectiveness, validity, binding
nature or enforceability; any Lien securing any Obligation shall, in whole or in
part, cease to be a perfected first priority Lien, subject only to those
exceptions expressly permitted by such Loan Document (with respect to property
with a replacement cost individually or in the aggregate in excess of
$1,000,000); the subordination provisions contained in the documents and
instruments memorializing any Subordinated Debt shall, in whole or in part,
terminate, cease to be effective or cease to be the legally valid, binding and
enforceable obligation of any holder of such Subordinated Debt or of any party
to such documents or instruments; or any such holder or party shall, directly or
indirectly, contest in any manner such effectiveness, validity, binding nature
or enforceability of such subordination provisions.

      Section 8.2. Action if Bankruptcy. If any Event of Default described in
clauses (a) through (e) of Section 8.1.9 shall occur with respect to the
Borrower or any Subsidiary or any


                                     - 71 -
<PAGE>
other Obligor, the Commitments (if not theretofore terminated) shall
automatically terminate and the outstanding principal amount of all outstanding
Loans and all other Obligations shall automatically be and become immediately
due and payable, without notice or demand.

      Section 8.3. Action if Other Event of Default. If any Event of Default
(other than any Event of Default described in clauses (a) through (e) of Section
8.1.9 with respect to the Borrower or any Subsidiary or any other Obligor) shall
occur for any reason, whether voluntary or involuntary, and be continuing, the
Administrative Agent, upon the direction of the Required Lenders, shall by
notice to the Borrower declare all or any portion of the outstanding principal
amount of the Loans and other Obligations to be due and payable and/or the
Commitments (if not theretofore terminated) to be terminated, whereupon the full
unpaid amount of such Loans and other Obligations which shall be so declared due
and payable shall be and become immediately due and payable, without further
notice, demand or presentment, and/or, as the case may be, the Commitments shall
terminate.

      Section 8.4. Exercise of Remedies. If any Event of Default shall occur and
be continuing, in addition to the actions to which may be taken pursuant to
Section 8.2 and Section 8.3, the Administrative Agent may, or upon the direction
of the Required Lenders shall, exercise on behalf of itself and the other
Lenders all other rights and remedies available to it and the Lenders under the
Loan Documents or Applicable Law.

      Section 8.5. Application of Funds. After the exercise of remedies provided
for in Section 8.3 or Section 8.4 (or after the Loans and all other Obligations
have automatically become immediately due and payable as set forth in Section
8.2), any amounts received by the Administrative Agent or any Lender on account
of the Obligations shall be applied by the Administrative Agent in the following
order:

      First, to payment of that portion of the Obligations constituting fees,
indemnities, expenses and other amounts payable to the Administrative Agent in
its capacity as such;

      Second, to payment of that portion of the Obligations constituting fees,
indemnities and other amounts (other than principal and interest) payable to the
Lenders, ratably among the Lenders in proportion to the amounts described in
this clause Second payable to them;

      Third, to payment of that portion of the Obligations constituting accrued
and unpaid interest on the Loans and Reimbursement Obligations included in the
Obligations, ratably among the Lenders in proportion to the respective amounts
described in this clause Third payable to them;

      Fourth, to payment of that portion of the Obligations constituting unpaid
principal of the Loans and Reimbursement Obligations, ratably among the Lenders
in proportion to the respective amounts described in this clause Fourth held by
them;

      Fifth, to payment of that portion of the Obligations constituting all
amounts owed under any Rate Protection Agreement included in the Obligations,
ratably among the Secured Parties in proportion to the amounts described in this
clause Fifth payable to them;


                                     - 72 -
<PAGE>
      Sixth, to payment of all remaining outstanding and unpaid Obligations,
ratably among the Secured Parties in proportion to the amounts described in this
clause Sixth payable to them; and

      Last, the balance, if any, after all of the Obligations have been
indefeasibly paid in full, to the Borrower or as otherwise required by law.

                                   ARTICLE IX

                            THE ADMINISTRATIVE AGENT

      Section 9.1. Actions. Each Lender hereby irrevocably appoints Wells Fargo
as its Administrative Agent under and for purposes of this Agreement and each
other Loan Document. Each Lender authorizes the Administrative Agent to act on
behalf of such Lender under this Agreement and each other Loan Document and, in
the absence of other written instructions from the Required Lenders received
from time to time by the Administrative Agent (with respect to which the
Administrative Agent agrees that it will comply, except as otherwise provided in
this Section or as otherwise advised by counsel), to exercise such powers
hereunder and thereunder as are specifically delegated to or required of the
Administrative Agent by the terms hereof and thereof, together with such powers
as may be reasonably incidental thereto. Each Lender hereby indemnifies (which
indemnity shall survive any termination of this Agreement) the Administrative
Agent, pro rata according to such Lender's Percentage, from and against any and
all liabilities, obligations, losses, damages, claims, costs or expenses of any
kind or nature whatsoever which may at any time be imposed on, incurred by, or
asserted against, any of the Administrative Agent in any way relating to or
arising out of this Agreement and any other Loan Document, including reasonable
attorneys' fees, and as to which the Administrative Agent is not reimbursed by
the Borrower, EXPRESSLY INCLUDING ANY SUCH LIABILITIES, OBLIGATIONS, LOSSES,
DAMAGES, CLAIMS, COST OR EXPENSES WHICH ARE CAUSED IN WHOLE OR IN PART BY THE
NEGLIGENCE OF THE ADMINISTRATIVE AGENT; provided, however, that no Lender shall
be liable for the payment of any portion of such liabilities, obligations,
losses, damages, claims, costs or expenses which are determined by a court of
competent jurisdiction in a final proceeding to have resulted solely from the
Administrative Agent's gross negligence or willful misconduct. The
Administrative Agent shall not be required to take any action hereunder, under
any other Loan Document, or to prosecute or defend any suit in respect of this
Agreement or any other Loan Document, unless they are indemnified hereunder to
their satisfaction. If any indemnity in favor of the Administrative Agent shall
be or become, in the Administrative Agent's determination, inadequate, the
Administrative Agent may call for additional indemnification from the Lenders
and cease to do the acts indemnified against hereunder until such additional
indemnity is given. Notwithstanding any provision to the contrary contained
elsewhere herein or in any other Loan Document, the Administrative Agent shall
not have any duties or responsibilities, except those expressly set forth
herein, nor shall the Administrative Agent have or be deemed to have any
fiduciary relationship with any Lender or participant, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Loan Document or otherwise exist against the
Administrative Agent. Without limiting the generality of the foregoing sentence,
the use of the term "agent" herein and in the other Loan Documents with
reference to the Administrative Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any
Applicable Law.


                                     - 73 -
<PAGE>
Instead, such term is used merely as a matter of market custom, and is intended
to create or reflect only an administrative relationship between independent
contracting parties.

      Section 9.2. Funding Reliance, etc. Unless the Administrative Agent shall
have been notified by telephone, confirmed in writing, by any Lender by 3:00
p.m., Denver time, on the day prior to a Borrowing or disbursement with respect
to a Letter of Credit pursuant to Section 2.6.2 that such Lender will not make
available the amount which would constitute its Percentage of such Borrowing on
the date specified therefor, the Administrative Agent may assume that such
Lender has made such amount available to the Administrative Agent and, in
reliance upon such assumption, make available to the Borrower a corresponding
amount. If and to the extent that such Lender shall not have made such amount
available to the Administrative Agent, such Lender and the Borrower severally
agree to repay the Administrative Agent forthwith on demand such corresponding
amount together with interest thereon, for each day from the date the
Administrative Agent made such amount available to the Borrower to the date such
amount is repaid to the Administrative Agent, at the interest rate applicable at
the time to Loans comprising such Borrowing. The Administrative Agent shall be
entitled to rely upon any certification, notice or other communication
(including any thereof by telephone, telecopier, telex, telegram or cable)
believed by it to be genuine and correct and to have been signed or sent by or
on behalf of the proper Person or Persons, and upon advice and statements of
legal counsel (which may be counsel for Borrower), independent accountants and
other experts selected by the Administrative Agent. The Administrative Agent
shall not be required in any way to determine the identity or authority of any
Person delivering or executing the same. As to any matters not expressly
provided for by this Agreement or any other Loan Document, the Administrative
Agent shall in all cases be fully protected in acting, or in refraining from
acting, hereunder and thereunder in accordance with instructions of the Required
Lenders, and any action taken or failure to act pursuant thereto shall be
binding on all of the Lenders. Pursuant to instructions of the Required Lenders,
the Administrative Agent shall have the authority to execute releases of the
applicable Loan Documents on behalf of the Lenders without the joinder of any
Lender. If any order, writ, judgment or decree shall be made or entered by any
court affecting the rights, duties and obligations of the Administrative Agent
under this Agreement or any other Loan Document, then and in any of such events
the Administrative Agent is authorized, in its sole discretion, to rely upon and
comply with such order, writ, judgment or decree which it is advised by legal
counsel of its own choosing is binding upon it under the terms of this
Agreement, the relevant Loan Document or otherwise; and if the Administrative
Agent complies with any such order, writ, judgment or decree, then it shall not
be liable to any Lender or to any other Person by reason of such compliance even
though such order, writ, judgment or decree may be subsequently reversed,
modified, annulled, set aside or vacated.

      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; 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. Neither the
Administrative Agent nor any of its directors, officers, employees or agents
shall be liable to any Lender for any action taken or omitted to be taken by it
under this Agreement or any other Loan Document, or in


                                     - 74 -
<PAGE>
connection herewith or therewith, except for its own willful misconduct or gross
negligence, nor responsible for any recitals or warranties herein or therein,
nor for the effectiveness, enforceability, validity or due execution of this
Agreement or any other Loan Document, nor for the creation, perfection or
priority of any Liens purported to be created by any of the Loan Documents, or
the validity, genuineness, enforceability, existence, value or sufficiency of
any collateral security, nor to make any inquiry respecting the performance by
the Borrower of its obligations hereunder or under any other Loan Document. Any
such inquiry which may be made by the Administrative Agent shall not obligate it
to make any further inquiry or to take any action. The Administrative Agent
shall be entitled to rely upon advice of counsel concerning legal matters and
upon any notice, consent, certificate, statement or writing which the
Administrative Agent believe to be genuine and to have been presented by a
proper Person.

      Section 9.4. Successor. The Administrative Agent may resign as such at any
time upon at least 30 days' prior notice to the Borrower and all Lenders. If the
Administrative Agent at any time shall resign, the Required Lenders may, with
the Borrower's consent so long as no Event of Default has occurred and is
continuing, appoint another Lender as a successor Administrative Agent which
shall thereupon become the Administrative Agent hereunder. If no successor
Administrative Agent shall have been so appointed by the Required Lenders, and
shall have accepted such appointment, within 30 days after the retiring
Administrative Agent's giving notice of resignation, then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which shall be one of the Lenders or a commercial banking
institution organized under the laws of the U.S. (or any State thereof) or a
U.S. branch or agency of a commercial banking institution, and having a combined
capital and surplus of at least $500,000,000. Upon the acceptance of any
appointment as Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall be entitled to receive from the
retiring Administrative Agent such documents of transfer and assignment as such
successor Administrative Agent may reasonably request, and shall thereupon
succeed to and become vested with all rights, powers, privileges and duties of
the retiring Administrative Agent, and the retiring Administrative Agent shall
be discharged from its duties and obligations under this Agreement. After any
retiring Administrative Agent's resignation hereunder as the Administrative
Agent, the provisions of

                  (a) this Article IX shall inure to its benefit as to any
      actions taken or omitted to be taken by it while it was the Administrative
      Agent under this Agreement; and

                  (b) Section 10.3 and Section 10.4 shall continue to inure to
      its benefit.

      Section 9.5. Loans or Letters of Credit Issued by the Issuer. The
Administrative Agent shall have the same rights and powers with respect to (x)
the Loans made by it or any of its Affiliates, (y) the Notes held by it or any
of its Affiliates, and (z) its participating interests in the Letters of Credit
as any other Lender and may exercise the same as if it were not the
Administrative Agent. The Administrative Agent and its Affiliates may accept
deposits from, lend money to, and generally engage in any kind of business with
the Borrower or any Subsidiary or Affiliate of the Borrower as if the
Administrative Agent was not the Administrative Agent hereunder.


                                     - 75 -
<PAGE>
      Section 9.6. Credit Decisions. Each Lender acknowledges that it has,
independently of the Administrative Agent and each other Lender, and based on
such Lender's review of the financial information of the Borrower, this
Agreement, the other Loan Documents (the terms and provisions of which being
satisfactory to such Lender) and such other documents, information and
investigations as such Lender has deemed appropriate, made its own credit
decision to extend its Commitments. Each Lender also acknowledges that it will,
independently of the Administrative Agent and each other Lender, and based on
such other documents, information and investigations as it shall deem
appropriate at any time, continue to make its own credit decisions as to
exercising or not exercising from time to time any rights and privileges
available to it under this Agreement or any other Loan Document.

      Section 9.7. Copies, etc. The Administrative Agent shall give prompt
notice to each Lender of each written notice or request required or permitted to
be given to the Administrative Agent by the Borrower pursuant to the terms of
this Agreement (unless concurrently delivered to the Lenders by the Borrower).
The Administrative Agent will distribute to each Lender each document or
instrument received for its account and copies of all other communications
received by the Administrative Agent from the Borrower for distribution to the
Lenders by the Administrative Agent in accordance with the terms of this
Agreement. The Administrative Agent shall not be deemed to have knowledge of the
occurrence of an Event of Default (other than the non-payment of principal of or
interest on Loans) unless the Administrative Agent has received notice from a
Lender or the Borrower specifying such Event of Default and stating that such
notice is a "notice of Default." In the event the Administrative Agent receives
such a notice of Default, the Administrative Agent shall give prompt notice
thereof to the Lenders (and shall give each Lender prompt notice of each such
non-payment).

      Section 9.8. Releases. Each of the Secured Parties irrevocably authorize
the Administrative Agent to release any Subsidiary Guarantor or any Lien granted
to or held by the Administrative Agent upon any collateral (a) upon termination
of the Commitments and payment in full of all outstanding Loans and all other
Obligations payable under this Agreement and under any other Loan Document and
the termination or expiration of all Rate Protection Agreements and payment in
full of all obligations under all Rate Protection Agreements; (b) constituting
property sold or to be sold or disposed of as part of or in connection with any
disposition or merger permitted under this Agreement or the other Loan
Documents; (c) if approved, authorized or ratified in writing by the Required
Lenders or all the Lenders, as the case may be, as required by Section 10.1 or
(d) as otherwise permitted by this Agreement.

                                   ARTICLE X

                            MISCELLANEOUS PROVISIONS

      Section 10.1. Waivers, Amendments, etc. The provisions of this Agreement
and of each other Loan Document may from time to time be amended, modified or
waived, if such amendment, modification or waiver is in writing and consented to
by the Borrower and the Required Lenders; provided, however, that no such
amendment, modification or waiver which would:


                                     - 76 -
<PAGE>
                  (a) modify any requirement hereunder that any particular
      action be taken by all the Lenders or by the Required Lenders shall be
      effective unless consented to by each Lender;

                  (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 (other than pursuant to Section
      2.2.2), 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 each holder of a
      directly and adversely affected thereby;

                  (c) extend the due date for, or reduce the amount of, any
      scheduled repayment of principal of or interest on or fees payable in
      respect of any Loan or any Reimbursement Obligations shall be made without
      the consent of the holder of that Note evidencing such Loan or, in the
      case of a Reimbursement Obligation, the Issuer owed, and those Lenders
      participating in, such Reimbursement Obligation; or

                  (d) affect adversely the interests, rights or obligations of
      the Administrative Agent or Issuer (in its capacity as the Administrative
      Agent or Issuer), unless consented to by the Administrative Agent or
      Issuer, as the case may be.

No failure or delay on the part of the Administrative Agent, the Issuer, any
Lender or the holder of any Note in exercising any power or right under this
Agreement or any other Loan Document shall operate as a waiver thereof, nor
shall any single or partial exercise of any such power or right preclude any
other or further exercise thereof or the exercise of any other power or right.
No notice to or demand on the Borrower in any case shall entitle it to any
notice or demand in similar or other circumstances. No waiver or approval by the
Administrative Agent, the Issuer, any Lender or the holder of any Note under
this Agreement or any other Loan Document shall, except as may be otherwise
stated in such waiver or approval, be applicable to subsequent transactions. No
waiver or approval hereunder shall require any similar or dissimilar waiver or
approval thereafter to be granted hereunder. Notwithstanding anything to the
contrary herein, no Defaulting Lender shall have any right to approve or
disapprove any amendment, waiver or consent hereunder, except that the
Commitment of such Lender may not be increased or extended without the consent
of such Lender.

      Section 10.2. Notices. All notices and other communications provided to
any party under this Agreement or any other Loan Document shall be in writing or
by facsimile and addressed, delivered or transmitted to such party (a) in the
case of any Lender, to the Lender in care of the Administrative Agent at its
address or facsimile number set forth on Schedule II hereto, (b) in the case of
the Administrative Agent, at its address or facsimile number set forth on
Schedule II hereto, and (c) in the case of Borrower, at its address or facsimile
number set forth on Schedule II hereto, or, in any case, at such address or
facsimile number as may be designated by such party in a notice to the other
parties. Any notice, if mailed and properly addressed with


                                     - 77 -
<PAGE>
postage prepaid or if properly addressed and sent by pre-paid courier service,
shall be deemed given when received; any notice, if transmitted by facsimile,
shall be deemed given when transmitted (receipt acknowledged).

      Section 10.3. Payment of Costs and Expenses. The Borrower agrees to pay on
demand all expenses of the Administrative Agent (including the reasonable fees
and out-of-pocket expenses of counsel to the Administrative Agent and of local
counsel, if any, who may be retained by counsel to the Administrative Agent) in
connection with

                  (a) the syndication of the Loans, the negotiation,
      preparation, execution and delivery of this Agreement and of each other
      Loan Document, including schedules and exhibits, and any amendments,
      waivers, consents, supplements or other modifications to this Agreement or
      any other Loan Document as may from time to time hereafter be required,
      whether or not the transactions contemplated hereby are consummated;

                  (b) the filing, recording, refiling or rerecording of each
      Mortgage, each Pledge Agreement and each Security Agreement and/or any UCC
      financing statements relating thereto and all amendments, supplements and
      modifications to any thereof and any and all other documents or
      instruments of further assurance required to be filed or recorded or
      refiled or rerecorded by the terms hereof or of such Mortgage, Pledge
      Agreement or Security Agreement; and

                  (c) the preparation and review of the form of any document or
      instrument relevant to this Agreement or any other Loan Document.

The Borrower also agrees to reimburse the Administrative Agent, the Issuer and
each Lender upon demand for all reasonable out-of-pocket expenses (including
attorneys' fees and legal expenses) incurred by the Administrative Agent, the
Issuer or such Lender in connection with (x) the negotiation of any
restructuring or "work-out", whether or not consummated, of any Obligations and
(y) the enforcement of any Obligations.

      Section 10.4. Indemnification. In consideration of the execution and
delivery of this Agreement by each Lender and the extension of the Commitments,
the Borrower hereby indemnifies, exonerates and holds the Administrative Agent,
the Issuer, and each Lender and each of their respective officers, directors,
partners, trustees, employees and agents (collectively, the "Indemnified
Parties") free and harmless from and against any and all losses, claims,
damages, liabilities and expenses, including reasonably attorneys' fees and
disbursements in connection herewith, but excluding any such loss, claim,
damage, liability or expense resulting from a claim or proceeding brought by a
Lender against any other Lender (other than any Agent in its capacity as such),
which may be incurred by or asserted against an Indemnified Party in connection
herewith (collectively, the "Indemnified Liabilities"), incurred by the
Indemnified Parties or any of them as a result of, or arising out of, or
relating to

                  (a) any transaction financed or to be financed in whole or in
      part, directly or indirectly, with the proceeds of any Loan or the use of
      any Letter of Credit;


                                     - 78 -
<PAGE>
                  (b) the entering into and performance of this Agreement and
      any other Loan Document by any of the Indemnified Parties (including any
      action brought by or on behalf of the Borrower as the result of any
      determination by the Required Lenders pursuant to Article V not to make
      any Credit Extension);

                  (c) any investigation, litigation or proceeding related to any
      acquisition or proposed acquisition by the Borrower or any of its
      Subsidiaries of all or any portion of the stock or assets of any Person,
      whether or not the Administrative Agent or such Lender is party thereto;

                  (d) any investigation, litigation or proceeding related to any
      environmental cleanup, audit, compliance or other matter relating to the
      protection of the environment or the Release by the Borrower or any of its
      Subsidiaries of any Hazardous Material; or

                  (e) the presence on or under, or the escape, seepage, leakage,
      spillage, discharge, emission, discharging or releases from, any real
      property owned or operated by the Borrower or any Subsidiary thereof of
      any Hazardous Material (including any losses, liabilities, damages,
      injuries, costs, expenses or claims asserted or arising under any
      Environmental Law), regardless of whether caused by, or within the control
      of, the Borrower or such Subsidiary,

except for any such Indemnified Liabilities arising for the account of a
particular Indemnified Party by reason of the relevant Indemnified Party's gross
negligence or willful misconduct or breach of its obligations under this
Agreement, BUT EXPRESSLY INCLUDING ANY INDEMNIFIED LIABILITIES THAT ARISE BY
REASON OF THE RELEVANT INDEMNIFIED PARTY'S ORDINARY OR MERE NEGLIGENCE or, with
respect to any liability under Environmental Laws, to the extent such
Indemnified Party, after foreclosure or other remedial action, has caused such
liability. Each Obligor and its permitted successors and assigns hereby waive,
release and agree not to make any claim, or bring any cost recovery action
against, the Administrative Agent or any Lender under CERCLA or any state
equivalent, or any similar law now existing or hereafter enacted, except to the
extent arising out of the gross negligence or willful misconduct of any
Indemnified Party. It is expressly understood and agreed that to the extent that
any of such Persons is strictly liable under any Environmental Laws, such
Obligor's obligation to such Person under this indemnity shall likewise be
without regard to fault on the part of such Obligor, to the extent permitted
under Applicable Law, with respect to the violation or condition which results
in liability of such Person. If and to the extent that the foregoing undertaking
may be unenforceable for any reason, the Borrower hereby agrees to make the
maximum contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law. No party hereto will be
liable to any other party hereto, and each party hereby waives any claim, on any
theory of liability, for special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) arising out of, in connection with, or
as a result of, this Agreement or any agreement or instrument contemplated
hereby, any Loan or Letter of Credit or the use of the proceeds thereof.

      Section 10.5. Survival. The obligations of the Borrower under Sections
4.3, 4.4, 4.5, 4.6, 10.3 and 10.4, and the obligations of the Lenders under
Sections 4.8 and 9.1, shall in each


                                     - 79 -
<PAGE>
case survive any termination of this Agreement, the payment in full of all
Obligations and the termination of all Commitments. The representations and
warranties made by each Obligor in this Agreement and in each other Loan
Document shall survive the execution and delivery of this Agreement and each
such other Loan Document.

      Section 10.6. Severability. Any provision of this Agreement or any other
Loan Document which is prohibited or unenforceable in any jurisdiction shall, as
to such provision and such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions of
this Agreement or such Loan Document or affecting the validity or enforceability
of such provision in any other jurisdiction.

      Section 10.7. Headings. The various headings of this Agreement and of each
other Loan Document are inserted for convenience only and shall not affect the
meaning or interpretation of this Agreement or such other Loan Document or any
provisions hereof or thereof.

      Section 10.8. Execution in Counterparts, Effectiveness, etc. This
Agreement may be executed by the parties hereto in several counterparts, each of
which shall be deemed to be an original and all of which shall constitute
together but one and the same agreement. This Agreement shall become effective
when counterparts hereof executed on behalf of the Borrower and each Lender (or
notice thereof satisfactory to the Administrative Agent) shall have been
received by the Administrative Agent and notice thereof shall have been given by
the Administrative Agent to the Borrower and each Lender.

      Section 10.9. Governing Law.

                  (a) THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL EACH BE
      DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF
      THE STATE OF TEXAS; PROVIDED THAT EACH PARTY SHALL RETAIN ALL RIGHTS UNDER
      FEDERAL LAW.

                  (b) The parties hereto agree that Chapter 346 (other than
      346.004) of the Texas Finance Code shall not apply to Loans under this
      Agreement.

      Section 10.10. Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that:

                  (a) the Borrower may not assign or transfer its rights or
      obligations hereunder without the prior written consent of each of the
      Administrative Agent and all Lenders; and

                  (b) the rights of sale, assignment and transfer of the Lenders
      are subject to Section 10.11.

      Section 10.11. Sale and Transfer of Loans and Notes; Participations in
Loans and Notes. Each Lender may assign, or sell participations in, its Loans
and Commitments to one or more other Persons in accordance with this Section
10.11.


                                     - 80 -
<PAGE>
      Section 10.11.1. Assignments. Any Lender,

                  (a) with the written consents of the Borrower, the
      Administrative Agent and the Issuer and the Swing Line Lender (which
      consents shall not be unreasonably delayed or withheld and which consents
      of (i) the Administrative Agent, the Issuer and the Swing Line Lender
      shall not be required in the case of assignments to or by Wells Fargo or
      any of its Affiliates and (ii) the Borrower shall not be required if an
      Event of Default shall have occurred and be continuing) may at any time
      assign and delegate to one or more commercial banks, funds which are
      regularly engaged in making, purchasing or investing in loans or
      securities or other financial institutions, and

                  (b) with notice to the Borrower, the Administrative Agent and
      the Issuer, but without the consent of the Borrower, the Administrative
      Agent, the Issuer or the Swing Line Lender, may assign and delegate to any
      of its Affiliates, to any other Lender or to an Approved Fund of any
      Lender (each Person described in either of the foregoing clauses as being
      the Person to whom such assignment and delegation is to be made, being
      hereinafter referred to as an "Assignee Lender"), all or any fraction of
      such Lender's total Loans, participations in Letters of Credit and Letter
      of Credit Outstandings with respect thereto and Commitments (which
      assignment and delegation shall be, as among Revolving Loan Commitments,
      Revolving Loans and participations in Letters of Credit, of a constant,
      and not a varying, percentage) in a minimum aggregate amount of $5,000,000
      in the case of any assignment relating to a Revolving Loan Commitment;
      provided, however, that any such Assignee Lender will comply, if
      applicable, with the provisions contained in the penultimate paragraph of
      Section 4.6 and provided, further, however, that the Borrower, each other
      Obligor and the Administrative Agent shall be entitled to continue to deal
      solely and directly with such Lender in connection with the interests so
      assigned and delegated to an Assignee Lender until

                  (c) written notice of such assignment and delegation, together
      with payment instructions, addresses and related information with respect
      to such Assignee Lender, shall have been given to the Borrower and the
      Administrative Agent by such Lender and such Assignee Lender,

                  (d) such Assignee Lender shall have executed and delivered to
      the Borrower and the Administrative Agent a Lender Assignment Agreement,
      accepted by the Administrative Agent,

                  (e) the processing fees described below shall have been paid,
      and

                  (f) the Administrative Agent shall have registered such
      assignment and delegation in the Register pursuant to clause (b) of
      Section 2.7.

From and after the date that the Administrative Agent accepts such Lender
Assignment Agreement and such assignment is recorded in the Register pursuant to
clause (b) of Section 2.7 (x) the Assignee Lender thereunder shall be deemed
automatically to have become a party hereto and to the extent that rights and
obligations hereunder have been assigned and delegated to such Assignee Lender
in connection with such Lender Assignment Agreement, shall have the rights


                                     - 81 -
<PAGE>
and obligations of a Lender hereunder and under the other Loan Documents, and
(y) the assignor Lender, to the extent that rights and obligations hereunder
have been assigned and delegated by it in connection with such Lender Assignment
Agreement, shall be released from its obligations hereunder and under the other
Loan Documents. Within five Business Days after its receipt of notice that the
Administrative Agent has received and accepted an executed Lender Assignment
Agreement (and if requested by the Assignee Lender), but subject to clause (c),
the Borrower shall execute and deliver to the Administrative Agent (for delivery
to the relevant Assignee Lender) a new Note (if requested by such Assignee
Lender pursuant to Section 2.7(b)(ii)) evidencing such Assignee Lender's
assigned Loans and Commitments and, if the assignor Lender has retained Loans
and Commitments hereunder (and if requested by such Lender), a replacement Note
in the principal amount of the Loans and Commitments retained by the assignor
Lender hereunder (such Note to be in exchange for, but not in payment of, any
Note then held by such assignor Lender). Each such Note shall be dated the date
of the predecessor Notes. The assignor Lender shall mark the predecessor Notes
"exchanged" and deliver them to the Borrower. Accrued interest on that part of
the predecessor Notes evidenced by the new Notes, and accrued fees, shall be
paid as provided in the Lender Assignment Agreement. Accrued interest on that
part of the predecessor Notes evidenced by the replacement Notes shall be paid
to the assignor Lender. Accrued interest and accrued fees shall be paid at the
same time or times provided in the predecessor Notes and in this Agreement. Such
assignor Lender or such Assignee Lender must also pay a processing fee to the
Administrative Agent upon delivery of any Lender Assignment Agreement in the
amount of $1,500. Any attempted assignment and delegation not made in accordance
with this Section 10.11.1 shall be null and void.

      Nothing contained in this Section 10.11.1 shall prevent or prohibit any
Lender from pledging its rights (but not its obligations to make Loans or
participate in Letters of Credit or Letter of Credit Outstandings) under this
Agreement and/or its Loans and/or its Notes hereunder (i) to a Federal Reserve
Bank in support of borrowings made by such Lender from such Federal Reserve
Bank, or (ii) in the case of a Lender that is an investment fund, to its trustee
in support of its obligations to its trustee, in either case without notice to
or consent of the Borrower or the Administrative Agent; provided, however, that
(A) such Lender shall remain a "Lender" under this Agreement and shall continue
to be bound by the terms and conditions set forth in this Agreement and the
other Loan Documents, and (B) any assignment by such trustee shall be subject to
the provisions of this Section 10.11.1. No such pledge by any Lender shall be
required to comply with the provisions of this Section 10.11.1, and no such
pledge shall be null and void by reason of the failure to so comply.

      Section 10.11.2. Participations. Any Lender may at any time sell to one or
more commercial banks or other Persons (each of such commercial banks and other
Persons being herein called a "Participant") participating interests in any of
the Loans, Commitments, participations in Letters of Credit and Letter of Credit
Outstandings or other interests of such Lender hereunder; provided, however,
that

                  (a) no participation contemplated in this Section 10.11 shall
      relieve such Lender from its Commitments or its other obligations
      hereunder or under any other Loan Document;


                                     - 82 -
<PAGE>
                  (b) such Lender shall remain solely responsible for the
      performance of its Commitments and such other obligations;

                  (c) the Borrower and each other Obligor and the Administrative
      Agent shall continue to deal solely and directly with such Lender in
      connection with such Lender's rights and obligations under this Agreement
      and each of the other Loan Documents;

                  (d) no Participant, unless such Participant is an Affiliate of
      such Lender, or is itself a Lender, shall be entitled to require such
      Lender to take or refrain from taking any action hereunder or under any
      other Loan Document, except that such Lender may agree with any
      Participant that such Lender will not, without such Participant's consent,
      take any actions of the type described in clause (b) or (c) of Section
      10.1, and

                  (e) the Borrower shall not be required to pay any amount under
      Sections 4.3, 4.4, 4.5, 4.6, 10.3 and 10.4 that is greater than the amount
      which it would have been required to pay had no participating interest
      been sold.

The Borrower acknowledges and agrees that, subject to clause (e) above, each
Participant, for purposes of Sections 4.3, 4.4, 4.5, 4.6, 4.8, 4.9, 10.3 and
10.4, shall be considered a Lender.

      Section 10.12. Other Transactions. Nothing contained herein shall preclude
the Administrative Agent or any other Lender from engaging in any transaction,
in addition to those contemplated by this Agreement or any other Loan Document,
with the Borrower or any of its Affiliates in which the Borrower or such
Affiliate is not restricted hereby from engaging with any other Person.

      Section 10.13. Independence of Covenants. All covenants contained in this
Agreement and each other Loan Document shall be given independent effect such
that, in the event a particular action or condition is not permitted by any of
such covenants, the fact that it would be permitted by an exception to, or be
otherwise within the limitations of, another covenant shall not, unless
expressly so provided in such first covenant, avoid the occurrence of a Default
or an Event of Default if such action is taken or such condition exists.

      Section 10.14. Interest Rate Limitation. Notwithstanding anything to the
contrary contained in any Loan Document, the interest paid or agreed to be paid
under the Loan Documents shall not exceed the Highest Lawful Rate. If the
Administrative Agent or any Lender shall receive interest in an amount that
exceeds the Highest Lawful Rate, the excess interest shall be applied to the
principal of the Loans or, if it exceeds such unpaid principal, refunded to the
Borrower. In determining whether the interest contracted for, charged, or
received by the Administrative Agent or a Lender exceeds the Highest Lawful
Rate, such Person may, to the extent permitted by Applicable Law, (a)
characterize any payment that is not principal as an expense, fee, or premium
rather than interest, (b) exclude voluntary prepayments and the effects thereof,
and (c) amortize, prorate, allocate, and spread in equal or unequal parts the
total amount of interest throughout the contemplated term of the Obligations.


                                     - 83 -
<PAGE>
      Section 10.15. Commitment Letter. The Borrower agrees that its obligations
under the "indemnification" and "confidentiality" provisions of the Commitment
Letter and the rights of Wells Fargo with respect to such provisions of the
Commitment Letter survive the execution and delivery of this Agreement and the
closing thereof, notwithstanding anything herein to the contrary, including
Section 10.20.

      Section 10.16. Forum Selection and Consent to Jurisdiction. ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE LENDERS OR
THE BORROWER MAY BE BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE OF TEXAS
OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS;
PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR
OTHER PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENT'S OPTION, IN THE
COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.
THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE
COURTS OF THE STATE OF TEXAS AND OF THE UNITED STATES DISTRICT COURT FOR THE
NORTHERN DISTRICT OF TEXAS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH
ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN
CONNECTION WITH SUCH LITIGATION. THE BORROWER FURTHER IRREVOCABLY CONSENTS TO
THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL
SERVICE WITHIN OR WITHOUT THE STATE OF TEXAS. THE BORROWER HEREBY EXPRESSLY AND
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH
IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION
BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH
LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE
BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY
COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT
PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO
ITSELF OR ITS PROPERTY, THE BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN
RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

      Section 10.17. USA PATRIOT Act Notice. Each Lender that is subject to the
Act (as hereinafter defined) and the Administrative Agent (for itself and not on
behalf of any Lender) hereby notifies the Borrower that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)) (the "Act"), it is required to obtain, verify and record
information that identifies the Borrower, which information includes the name
and address of the Borrower and other information that will allow such Lender or
the Administrative Agent, as applicable, to identify the Borrower in accordance
with the Act.


                                     - 84 -
<PAGE>
      Section 10.18. Communications.

                  (a) The Borrower agrees that the Administrative Agent may make
      any material delivered by the Borrower to the Administrative Agent, as
      well as any amendments, waivers, consents, and other written information,
      documents, instruments and other materials relating to the Borrower, any
      of its Subsidiaries, or any other materials or matters relating to this
      Agreement, the Notes or any of the transactions contemplated hereby
      (collectively, the "Communications") available to the Lenders by posting
      such notices on an electronic delivery system (which may be provided by
      the Administrative Agent, an Affiliate of the Administrative Agent, or any
      Person that is not an Affiliate of the Administrative Agent), such as
      IntraLinks, or a substantially similar electronic system (the "Platform").
      The Borrower acknowledges that (i) the distribution of material through an
      electronic medium is not necessarily secure and that there are
      confidentiality and other risks associated with such distribution, (ii)
      the Platform is provided "as is" and "as available" and (iii) neither the
      Administrative Agent nor any of its Affiliates warrants the accuracy,
      completeness, timeliness, sufficiency, or sequencing of the Communications
      posted on the Platform. The Administrative Agent and its Affiliates
      expressly disclaim with respect to the Platform any liability for errors
      in transmission, incorrect or incomplete downloading, delays in posting or
      delivery, or problems accessing the Communications posted on the Platform
      and any liability for any losses, costs, expenses or liabilities that may
      be suffered or incurred in connection with the Platform. No warranty of
      any kind, express, implied or statutory, including, without limitation,
      any warranty of merchantability, fitness for a particular purpose,
      non-infringement of third party rights or freedom from viruses or other
      code defects, is made by the Administrative Agent or any of its Affiliates
      in connection with the Platform.

                  (b) Each Lender agrees that notice to it (as provided in the
      next sentence) (a "Notice") specifying that any Communication has been
      posed to the Platform shall for purposes of this Agreement constitute
      effective delivery to such Lender of such information, documents or other
      materials comprising such Communication. Each Lender agrees (i) to notify,
      on or before the date such Lender becomes a party to this Agreement, the
      Administrative Agent in writing of such Lender's e-mail address to which a
      Notice may be sent (and from time to time thereafter to ensure that the
      Agent has on record an effective e-mail address for such Lender) and (ii)
      that any Notice may be sent to such e-mail address.

      Section 10.19. Waiver of Jury Trial. THE ADMINISTRATIVE AGENT, THE ISSUER,
THE LENDERS AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE ISSUER,
THE LENDERS OR THE BORROWER. THE BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS
RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER
PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS
PROVISION IS A MATERIAL


                                     - 85 -
<PAGE>
INDUCEMENT FOR THE ADMINISTRATIVE AGENT, THE ISSUER AND THE LENDERS ENTERING
INTO THIS AGREEMENT AND EACH SUCH OTHER LOAN DOCUMENT.

      Section 10.20. Entire Agreement. THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENT
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.


                   REMAINDER OF PAGE LEFT INTENTIONALLY BLANK


                                     - 86 -
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.

                                  W-H ENERGY SERVICES, INC.



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


Credit Agreement Signature Page
<PAGE>
                                  WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                  as Administrative Agent, as Issuer and as
                                  Lender



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


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                                  BANK ONE, NA,
                                  as Documentation Agent and as a Lender



                                  By: /s/ Jane Bek Keil
                                      ---------------------------------
                                      Name:  JANE BEK KEIL
                                      Title: DIRECTOR


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                                  THE BANK OF NOVA SCOTIA



                                  By: /s/ Nadine Bell
                                      ---------------------------------
                                      Name:  NADINE BELL
                                      Title: SENIOR MANAGER


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                                  COMERICA BANK,
                                  as Syndication Agent and as a Lender



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


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                                  CREDIT SUISSE FIRST BOSTON, acting through its
                                  Cayman Islands Branch


                                  By: /s/ Vanessa Gomez
                                      ---------------------------------
                                      Name:  VANESSA GOMEZ
                                      Title: ASSOCIATE



                                  By: /s/ James P. Moran
                                      ---------------------------------
                                      Name:  JAMES P. MORAN
                                      Title: DIRECTOR


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                                  DnB NOR BANK ASA



                                  By: /s/ Nils Fykse
                                      ---------------------------------
                                      Name:  NILS FYKSE
                                      Title: SENIOR VICE PRESIDENT




                                  By: /s/ Philip Kurplewski
                                      ---------------------------------
                                      Name:  Philip Kurplewski
                                      Title: First Vice President


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                                  FIRST AMERICAN BANK, S.S.B.



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


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                                  HIBERNIA NATIONAL BANK



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


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                                  NATEXIS BANQUES POPULAIRES



                                  By: /s/ Timothy L. Polvado
                                      ---------------------------------
                                      Name:  Timothy L. Polvado
                                      Title: Vice President and Group Manager



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


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                                  UNION PLANTERS BANK NA



                                  By: /s/ Edward Bowdon
                                      ---------------------------------
                                      Name:  Edward Bowdon
                                      Title: Senior Vice President