<PAGE>   1
                                                                    EXHIBIT 10.1





                                CREDIT AGREEMENT



                                  BY AND AMONG



                           UNIFAB INTERNATIONAL, INC.
                                 (AS BORROWER),



                    BANK ONE, LOUISIANA, NATIONAL ASSOCIATION
                                   (AS AGENT)



                                       AND


                            THE LENDERS PARTY HERETO



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

                                NOVEMBER 30, 1999

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


<PAGE>   2



                                TABLE OF CONTENTS


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                                                                                                         Page No.
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ARTICLE I. DEFINITIONS

1.1      Definitions of Certain Terms Used Herein...........................................................1

ARTICLE II. THE CREDITS

2.1      Term Loans........................................................................................13
2.2      Revolving Loans...................................................................................13
2.3      Letters of Credit.................................................................................14
2.4      Types of Advances.................................................................................14
2.5      Commitment Fee; Reductions in Aggregate Revolving Loan Commitment.................................15
2.6      Minimum Amount of Each Advance....................................................................15
2.7      Prepayments.......................................................................................15
2.8      Method of Selecting Types and Eurodollar Interest Periods for New Advances........................16
2.9      Conversion and Continuation of Outstanding Advances...............................................16
2.10     Changes in Interest Rate, etc.....................................................................17
2.11     Rates Applicable After Default....................................................................17
2.12     Method of Payment.................................................................................18
2.13     Noteless Agreement; Evidence of Indebtedness......................................................18
2.14     Telephonic Notices................................................................................19
2.15     Interest Payment Dates; Interest and Fee Basis....................................................19
2.16     Notification of Advances, Interest Rates, Prepayments and
             Commitment Reductions.........................................................................19
2.17     Lending Installations.............................................................................19
2.18     Non-Receipt of Funds by the Agent.................................................................20
2.19     Collateral........................................................................................20
2.20     Title Insurance...................................................................................21

ARTICLE III. YIELD PROTECTION; TAXES

3.1      Yield Protection..................................................................................21
3.2      Changes in Capital Adequacy Regulations...........................................................22
3.3      Availability of Types of Advances.................................................................22
3.4      Funding Indemnification...........................................................................22
3.5      Taxes.............................................................................................22
3.6      Lender Statements; Survival of Indemnity..........................................................24

ARTICLE IV. CONDITIONS PRECEDENT

4.1      Initial Advance...................................................................................25
4.2      Each Advance......................................................................................27

ARTICLE V. REPRESENTATIONS AND WARRANTIES

5.1      Existence and Standing............................................................................28
5.2      Authorization and Validity........................................................................28
5.3      No Conflict; Government Consent...................................................................28
5.4      Financial Statements..............................................................................28
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                                       ii
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<TABLE>
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5.5      Material Adverse Change...........................................................................29
5.6      Taxes.............................................................................................29
5.7      Litigation and Contingent Obligations.............................................................29
5.8      Subsidiaries......................................................................................29
5.9      ERISA.............................................................................................29
5.10     Accuracy of Information...........................................................................30
5.11     Regulation U......................................................................................30
5.12     Material Agreements...............................................................................30
5.13     Compliance With Laws..............................................................................30
5.14     Ownership of Properties...........................................................................30
5.15     Plan Assets; Prohibited Transactions..............................................................30
5.16     Environmental Matters.............................................................................30
5.17     Investment Company Act............................................................................31
5.18     Public Utility Holding Company Act................................................................31
5.19     Year 2000.........................................................................................31
5.20     Solvency..........................................................................................31

ARTICLE VI. COVENANTS

6.1      Financial Reporting...............................................................................32
6.2      Use of Proceeds...................................................................................33
6.3      Notice of Default.................................................................................33
6.4      Conduct of Business...............................................................................34
6.5      Taxes.............................................................................................34
6.6      Insurance.........................................................................................34
6.7      Compliance with Laws..............................................................................34
6.8      Maintenance of Properties.........................................................................35
6.9      Inspection........................................................................................35
6.10     Dividends.........................................................................................35
6.11     Indebtedness......................................................................................35
6.12     Merger............................................................................................36
6.13     Sale of Assets....................................................................................36
6.14     Investments and Acquisitions......................................................................37
6.15     Liens.............................................................................................37
6.16     Year 2000.........................................................................................38
6.17     Transactions with Affiliates......................................................................38
6.18     Appraisals........................................................................................39
6.19     Financial Covenants...............................................................................39

ARTICLE VII. DEFAULT                40

ARTICLE VIII. ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

8.1      Acceleration......................................................................................42
8.2      Amendments........................................................................................42
8.3      Preservation of Rights............................................................................43

ARTICLE IX. GENERAL PROVISIONS

9.1      Survival of Representations.......................................................................44
9.2      Governmental Regulation...........................................................................44
9.3      Headings..........................................................................................44
9.4      Entire Agreement..................................................................................44
9.5      Several Obligations; Benefits of this Agreement...................................................44
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                                      iii
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<TABLE>
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9.6      Expenses; Indemnification.........................................................................44
9.7      Numbers of Documents..............................................................................45
9.8      Accounting........................................................................................45
9.9      Severability of Provisions........................................................................45
9.10     Nonliability of Lenders...........................................................................45
9.11     Confidentiality...................................................................................46
9.12     Nonreliance.......................................................................................46
9.13     Disclosure........................................................................................46

ARTICLE X. THE AGENT

10.1     Appointment; Nature of Relationship...............................................................46
10.2     Powers............................................................................................47
10.3     General Immunity..................................................................................47
10.4     No Responsibility for Loans, Recitals, etc........................................................47
10.5     Action on Instructions of Lenders.................................................................48
10.6     Employment of Agents and Counsel..................................................................48
10.7     Reliance on Documents; Counsel....................................................................48
10.8     Agent's Reimbursement and Indemnification.........................................................48
10.9     Notice of Default.................................................................................49
10.10    Rights as a Lender................................................................................49
10.11    Lender Credit Decision............................................................................49
10.12    Successor Agent...................................................................................49
10.13    Agent's Fee.......................................................................................50
10.14    Delegation to Affiliates..........................................................................50
10.15    Execution of Collateral Documents.................................................................50
10.16    Collateral Releases...............................................................................50

ARTICLE XI. SETOFF; RATABLE PAYMENTS

11.1     Setoff............................................................................................51
11.2     Ratable Payments..................................................................................51

ARTICLE XII. BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

12.1     Successors and Assigns............................................................................51
12.2     Participations....................................................................................52
12.3     Assignments.......................................................................................53
12.4     Dissemination of Information......................................................................54
12.5     Tax Treatment.....................................................................................54

ARTICLE XIII. NOTICES

13.1     Notices...........................................................................................54
13.2     Change of Address.................................................................................54


ARTICLE XIV. COUNTERPARTS..................................................................................54

ARTICLE XV. CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF
            JURY TRIAL

15.1     Choice of Law.....................................................................................55
15.2     Consent to Jurisdiction...........................................................................55
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                                       iv

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<TABLE>
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15.3     Waiver of Jury Trial..............................................................................55

SCHEDULES

1        Commitment Amounts of the Lenders.................................................................59
2        Pricing Schedule..................................................................................60
3        List of Borrower's Subsidiaries...................................................................62
4        Responses to Phase I Study........................................................................63

EXHIBITS

A        Compliance Certificate............................................................................64
B        Assignment Agreement .............................................................................68
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                                       v
<PAGE>   6


                                CREDIT AGREEMENT

         This Agreement, dated as of November 30, 1999, is among UNIFAB
INTERNATIONAL, INC., as Borrower, BANK ONE, LOUISIANA, NATIONAL ASSOCIATION, as
Agent, and the Lenders party hereto, who agree as follows:



                                    ARTICLE I

                                   DEFINITIONS


         1.1. Definitions of Certain Terms Used Herein. As used in this
Agreement, the following terms shall have the following meanings:

         "Acquisition" means any transaction, or any series of related
transactions, consummated on or after the date of this Agreement, by which the
Borrower or any of its Subsidiaries (i) acquires any going business or all or
substantially all of the assets of any firm, corporation or limited liability
company, or division thereof, whether through purchase of assets, merger or
otherwise or (ii) directly or indirectly acquires (in one transaction or as the
most recent transaction in a series of transactions) at least a majority (in
number of votes) of the securities of a corporation which have ordinary voting
power for the election of directors (other than securities having such power
only by reason of the happening of a contingency) or a majority (by percentage
or voting power) of the outstanding ownership interests of a partnership or
limited liability company.

         "Advance" means a borrowing hereunder, (i) made by the Lenders on the
same Borrowing Date, or (ii) converted or continued by the Lenders on the same
date of conversion or continuation, consisting, in either case, of the aggregate
amount of the several Loans of the same Type and, in the case of Eurodollar
Loans, for the same Eurodollar Interest Period.

         "Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person owns 10% or
more of any class of voting securities (or other ownership interests) of the
controlled Person or possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies of the controlled Person,
whether through ownership of stock, by contract or otherwise.

         "Agent" means Bank One, Louisiana, National Association, in its
capacity as contractual representative of the Lenders pursuant to Article X, and
not in its individual capacity as a Lender, and any successor Agent appointed
pursuant to Article X.

         "Aggregate Revolving Loan Commitment" means the aggregate of the
Revolving Loan Commitments of all the Lenders, as reduced from time to time
pursuant to the terms hereof.

         "Aggregate Term Loan Commitment" means the aggregate of the Term Loan
Commitments of all the Lenders.

         "Agreement" means this credit agreement, as it may be amended or
modified and in effect from time to time.

         "Agreement Accounting Principles" means generally accepted accounting
principles as in effect from time to time, applied in a manner consistent with
that used in preparing the financial statements referred to in Section 5.4.





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<PAGE>   7
         "Alternate Base Rate" means, for any day, a rate of interest per annum
equal to the higher of (i) the Corporate Base Rate for such day or (ii) the
Federal Funds Effective Rate for such day plus 1/2% per annum. "Corporate Base
Rate" means a rate per annum equal to the corporate base rate of interest
announced by Bank One, N.A. from time to time, changing when and as said
corporate base rate changes. "Federal Funds Effective Rate" means, for any day,
an interest rate per annum equal to the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers on such day, as published for such day (or, if
such day is not a Business Day, for the immediately preceding Business Day) by
the Federal Reserve Bank of New York, or, if such rate is not so published for
any day which is a Business Day, the average of the quotations at approximately
10:00 a.m. (Chicago time) on such day on such transactions received by the Agent
from three Federal funds brokers of recognized standing selected by the Agent in
its sole discretion.

         "Applicable Fee Rate" means, at any time, the percentage rate per annum
at which commitment fees are accruing on the unused portion of the Aggregate
Revolving Loan Commitment at such time as set forth in the Pricing Schedule.

         "Applicable Letter of Credit Fee Rate" means, at any time, with respect
to Letters of Credit, the percentage rate per annum which is applicable at such
time as set forth in the Pricing Schedule.

         "Applicable Margin" means, with respect to Advances of any Type at any
time, the percentage rate per annum which is applicable at such time with
respect to Advances of such Type as set forth in the Pricing Schedule.

         "Arranger" means Banc One Capital Markets, Inc., a Delaware
corporation, and its successors.

         "Article" means an article of this Agreement unless another document is
specifically referenced.

         "Asset Sale" means the sale of any fixed assets, excluding sales of
inventory in the ordinary course of business in any calendar year, in a single
transaction or a series of related transactions, provided that such transaction
or series of transactions results in the receipt of Net Proceeds in excess of
$250,000 per calendar year. Notwithstanding the foregoing, the following
transactions will be deemed not to be Asset Sales: (A) a sale of assets by the
Borrower to a Subsidiary or by a Subsidiary to the Borrower or to another
Subsidiary; (B) any trade or exchange by the Borrower or any Subsidiary of
equipment or other assets for equipment or other assets owned or held by another
Person, provided that the fair market value of the assets traded or exchanged by
the Borrower or such Subsidiary (together with any cash or cash equivalents) is
reasonably equivalent to the fair market value of the assets (together with any
cash or cash equivalent) to be received by the Borrower or such Subsidiary; (C)
a sale of assets which are promptly replaced thereafter by assets of a similar
type and value; and (D) obsolete or worn-out equipment sold in the ordinary
course of business.

         "Assignment Agreement" means any assignment agreement in the form of
Exhibit B, executed and delivered pursuant to Section 12.3.

         "Authorized Officer" means any of the Chairman, President, or Chief
Financial Officer of the Borrower, acting singly.

         "Borrower" means UNIFAB International, Inc., a Louisiana corporation,
and its successors and assigns.

         "Borrowing Date" means a date on which an Advance is made hereunder.

         "Borrowing Notice" is defined in Section 2.8.

         "Business Day" means (i) with respect to any borrowing, payment or rate
selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on
which banks generally are open in New Orleans for the




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<PAGE>   8

conduct of substantially all of their commercial lending activities, interbank
wire transfers can be made on the Fedwire system and dealings in United States
dollars are carried on in the London interbank market and (ii) for all other
purposes, a day (other than a Saturday or Sunday) on which banks generally are
open in New Orleans for the conduct of substantially all of their commercial
lending activities and interbank wire transfers can be made on the Fedwire
system.

         "Capital Expenditures" means, without duplication, any expenditures for
any purchase or other acquisition of any asset which would be classified as a
fixed or capital asset on a consolidated balance sheet of the Borrower and its
Subsidiaries prepared in accordance with Agreement Accounting Principles
excluding (i) the cost of assets acquired with Capitalized Lease Obligations,
(ii) expenditures of insurance proceeds to rebuild or replace any asset after a
casualty loss and (iii) leasehold improvement expenditures for which the
Borrower or a Subsidiary is reimbursed promptly by the lessor.

         "Capitalized Lease" of a Person means any lease of Property by such
Person as lessee which would be capitalized on a balance sheet of such Person
prepared in accordance with Agreement Accounting Principles.

         "Capitalized Lease Expenses" means, with reference to any period, the
lease expenses of the Borrower and its Subsidiaries with respect to Capitalized
Leases calculated on a consolidated basis for such period.

         "Capitalized Lease Obligations" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be shown as a
liability on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.

         "Change" is defined in Section 3.2.

         "Change in Control" means the acquisition by any Person, or two or more
Persons acting in concert, of beneficial ownership (within the meaning of Rule
13d-3 of the Securities and Exchange Commission under the Securities Exchange
Act of 1934) of 20% or more of the outstanding shares of voting stock of the
Borrower.

         "Closing Date" means the date upon which the conditions precedent to
the initial Advance have been satisfied or waived by the Lenders and the Term
Loans and initial Revolving Loans are made hereunder.

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

         "Collateral" shall mean all of the types of property described in
Section 2.19, or as otherwise described in any Collateral Documents.

         "Collateral Documents" means, collectively, all guaranties and all
security agreements, financing statements, mortgages, deeds of trust,
assignments creating and perfecting security interests, liens, or encumbrances
in the assets of the Borrower and its Subsidiaries in favor of the Agent, for
the benefit of the Lenders to secure the Secured Obligations.

         "Commitment" means, for each Lender, collectively, such Lender's
Revolving Loan Commitment and Term Loan Commitment.

         "Compliance Certificate" means the certificate required from the
Borrower from time to time in the form of Exhibit A, signed by the chief
financial officer of the Borrower.

         "Conversion/Continuation Notice" is defined in Section 2.9.

         "Default" means an event described in Article VII.





                                       3
<PAGE>   9
         "Domestic Subsidiaries" means Subsidiaries of the Borrower incorporated
or organized under the laws of any state of the United States.

         "EBITDA" means Net Income plus, to the extent deducted from revenues in
determining Net Income, (i) Interest Expense, (ii) expense for taxes paid or
provided for (accrued), (iii) depreciation, (iv) amortization, (v) other
non-cash charges, and (vi) extraordinary losses incurred other than in the
ordinary course of business, minus, to the extent included in Net Income,
extraordinary gains realized other than in the ordinary course of business, all
calculated for the Borrower and its Subsidiaries on a consolidated basis.

         "Environmental Laws" means any and all federal, state, local and
foreign statutes, laws, judicial decisions, regulations, ordinances, rules,
judgments, orders, decrees, plans, injunctions, permits, concessions, grants,
franchises, licenses, agreements and other governmental restrictions relating to
(i) the protection of the environment, (ii) the effect of the environment on
human health, (iii) emissions, discharges or releases of pollutants,
contaminants, hazardous substances or wastes into surface water, ground water or
land, or (iv) the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of pollutants, contaminants, hazardous
substances or wastes or the clean-up or other remediation thereof.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any rule or regulation issued thereunder.

         "Eurodollar Advance" means an Advance which, except as otherwise
provided in Section 2.11, bears interest at the applicable Eurodollar Rate.

         "Eurodollar Base Rate" means, with respect to a Eurodollar Advance for
the relevant Eurodollar Interest Period, the applicable London interbank offered
rate for deposits in U.S. dollars appearing on Telerate Page 3750 as of 11:00
a.m. (London time) two Business Days prior to the first day of such Eurodollar
Interest Period, and having a maturity equal to such Eurodollar Interest Period,
provided that, if Telerate Page 3750 is not available for any reason, the
applicable Eurodollar Base Rate for the relevant Eurodollar Interest Period
shall instead be the applicable London interbank offered rate for deposits in
U.S. dollars appearing on Reuters Screen FRBD as of 11:00 a.m. (London time) two
Business Days prior to the first day of such Eurodollar Interest Period, and
having a maturity equal to such Eurodollar Interest Period.

         "Eurodollar Interest Period" means, with respect to a Eurodollar
Advance, a period of one, two or three months commencing on a Business Day
selected by the Borrower pursuant to this Agreement. Such Eurodollar Interest
Period shall end on the day which corresponds numerically to such date one, two,
or three months thereafter, provided, however, that if there is no such
numerically corresponding day in such next, second or third succeeding month,
such Eurodollar Interest Period shall end on the last Business Day of such next,
second or third succeeding month. If an Eurodollar Interest Period would
otherwise end on a day which is not a Business Day, such Eurodollar Interest
Period shall end on the next succeeding Business Day, provided, however, that if
said next succeeding Business Day falls in a new calendar month, such Eurodollar
Interest Period shall end on the immediately preceding Business Day.

         "Eurodollar Loan" means a Loan which, except as otherwise provided in
Section 2.11, bears interest at the applicable Eurodollar Rate.

         "Eurodollar Rate" means, with respect to a Eurodollar Advance for the
relevant Eurodollar Interest Period, the sum of (i) the quotient of (a) the
Eurodollar Base Rate applicable to such Eurodollar Interest Period, divided by
(b) one minus the Reserve Requirement (expressed as a decimal) applicable to
such Eurodollar Interest Period, plus (ii) the Applicable Margin.

         "Excluded Taxes" means, in the case of each Lender or applicable
Lending Installation and the Agent, taxes imposed on its overall net income, and
franchise taxes imposed on it, by (i) the jurisdiction under the




                                       4
<PAGE>   10

laws of which such Lender or the Agent is incorporated or organized or (ii) the
jurisdiction in which the Agent's or such Lender's principal executive office or
such Lender's applicable Lending Installation is located.

         "Exhibit" refers to an exhibit to this Agreement, unless another
document is specifically referenced.

         "Floating Rate" means, for any day, a rate per annum equal to (i) the
Alternate Base Rate for such day plus (ii) the Applicable Margin, in each case
changing when and as the Alternate Base Rate changes.

         "Floating Rate Advance" means an Advance which, except as otherwise
provided in Section 2.11, bears interest at the Floating Rate.

         "Floating Rate Loan" means a Loan which, except as otherwise provided
in Section 2.11, bears interest at the Floating Rate.

         "Funded Indebtedness" means at any time the aggregate dollar amount of
Indebtedness of the Borrower and its Subsidiaries, calculated on a consolidated
basis, which has actually been funded and is outstanding at such time, whether
or not such amount is due or payable at such time.

         "Income Taxes" means, with reference to any period, all federal, state
and local income taxes paid or provided for (accrued) by the Borrower and its
Subsidiaries, calculated on a consolidated basis for such period.

         "Indebtedness" of a Person means such Person's (i) obligations for
borrowed money, (ii) obligations representing the deferred purchase price of
Property or services (other than accounts payable arising in the ordinary course
of such Person's business payable on terms customary in the trade), (iii)
obligations, whether or not assumed, secured by Liens or payable out of the
proceeds or production from Property now or hereafter owned or acquired by such
Person, (iv) obligations which are evidenced by notes, bonds, debentures,
acceptances, or other instruments, (v) obligations to purchase securities or
other Property arising out of or in connection with the sale of the same or
substantially similar securities or Property, (vi) Capitalized Lease
Obligations, (vii) any other obligation for borrowed money or other financial
accommodation which in accordance with Agreement Accounting Principles would be
shown as a liability on the consolidated balance sheet of such Person; (viii)
all reimbursement obligations relating to letters of credit, bankers'
acceptances and similar instruments (but excluding performance bonds), (ix) all
liabilities with respect to unfunded vested benefits under any Plan, (x) all
endorsements (other than for collection or deposit in the ordinary course of
business), and (xi) all obligations under guaranties for any obligations
described in clauses (i) through (x) hereof.

         "Interest Expense" means, with reference to any period, the interest
expense of the Borrower and its Subsidiaries calculated on a consolidated basis
for such period.

         "Investment" of a Person means any loan, advance (other than
commission, travel and similar advances to officers and employees made in the
ordinary course of business), extension of credit (other than accounts
receivable arising in the ordinary course of business on terms customary in the
trade) or contribution of capital by such Person; stocks, bonds, mutual funds,
partnership interests, notes, debentures or other securities owned by such
Person; any deposit accounts and certificate of deposit owned by such Person;
and structured notes, derivative financial instruments and other similar
instruments or contracts owned by such Person.

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

         "Lending Installation" means, with respect to a Lender or the Agent,
the office, branch, subsidiary or affiliate of such Lender or the Agent listed
on the signature pages hereof or on a Schedule or otherwise selected by such
Lender or the Agent pursuant to Section 2.17.



                                       5
<PAGE>   11

         "Letter of Credit" of a Person means a letter of credit or similar
instrument which is issued by a Lender upon the application of the Borrower or
any of its Subsidiaries as set forth in Section 2.3.

         "Lien" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, the interest of a vendor or
lessor under any conditional sale, Capitalized Lease or other title retention
agreement).

         "Loan" means, with respect to a Lender, such Lender's loan made
pursuant to Article II (or any conversion or continuation thereof), and
collectively all Revolving Loans and Term Loans, whether made or continued as or
converted to Floating Rate Loans or Eurodollar Loans.

         "Loan Documents" means this Agreement, any Notes issued pursuant to
Section 2.13 and the Collateral Documents.

         "Material Adverse Effect" means a material adverse effect on (i) the
business, Property, condition (financial or otherwise), results of operations,
or prospects of the Borrower and its Subsidiaries taken as a whole, (ii) the
ability of the Borrower to perform its obligations under the Loan Documents or
(iii) the validity or enforceability of any of the Loan Documents or the rights
or remedies of the Agent or the Lenders thereunder.

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

         "Net Income" means, with reference to any period, the net income (or
loss) of the Borrower and its Subsidiaries calculated on a consolidated basis
for such period.

         "Net Proceeds" means the aggregate cash proceeds received by the
Borrower or any Subsidiary in respect of any Asset Sale, net of (without
duplication) (i) the direct costs relating to such Asset Sale (including,
without limitation, legal, accounting and investment banking fees, sales
commissions, recording fees, title transfer fees, title insurance premiums,
appraiser fees and costs incurred in connection with preparing such asset for
sale) and any relocation expenses incurred as a result thereof, (ii) amounts
required to be applied to the repayment of Indebtedness (other than under this
Agreement) secured by a lien on the asset or assets that were the subject of
such Asset Sale, and (iii) any amounts placed in escrow until such time as the
escrow arrangement is terminated, in which case Net Proceeds shall include the
amounts returned to the Borrower or Subsidiary from such escrow arrangement.

         "Non-U.S. Lender" is defined in Section 3.5(iv).

         "Note" means any Term Note or any Revolving Note.

         "Obligations" means all Indebtedness of the Borrower to the Lenders,
from time to time, including without limitation, all unpaid principal of and
accrued and unpaid interest on the Loans, all commercial and standby letters of
credit and bankers acceptances, issued by any Lender, all accrued and unpaid
fees and all expenses, reimbursements, indemnities and other obligations of the
Borrower to the Lenders or to any Lender, the Agent or any indemnified party
arising under the Loan Documents.

         "Operating Lease" of a Person means any lease of Property (other than a
Capitalized Lease) by such Person as lessee which has an original term
(including any required renewals and any renewals effective at the option of the
lessor) of one year or more.

         "Other Taxes" is defined in Section 3.5(ii).

         "Participants" is defined in Section 12.2.1.



                                       6
<PAGE>   12
         "Payment Date" means the last day of each month.

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

         "Permitted Liens" is defined in Section 6.15.

         "Person" means any natural person, corporation, firm, joint venture,
partnership, limited liability company, association, enterprise, trust or other
entity or organization, or any government or political subdivision or any
agency, department or instrumentality thereof.

         "Plan" means an employee pension benefit plan which is covered by Title
IV of ERISA or subject to the minimum funding standards under Section 412 of the
Code as to which the Borrower may have any liability.

         "Pricing Schedule" means Schedule 2.

         "Pro Rata Share" means, with respect to any Lender at any time, the
percentage obtained by dividing (i) the sum of such Lender's Term Loan and
Revolving Loan Commitment at such time (in each case, as adjusted from time to
time in accordance with the provisions of this Agreement) by (ii) the sum of the
aggregate amount of all the Term Loans outstanding hereunder at such time and
the Aggregate Revolving Loan Commitment at such time, provided, however, that if
all of the Revolving Loan Commitments are terminated pursuant to the terms of
this Agreement, then "Pro Rata Share" means, with respect to any Lender at any
time, the percentage obtained by dividing (x) the sum of such Lender's Term Loan
and Revolving Loans outstanding at such time by (y) the sum of the aggregate
amount of all the Term Loans and Revolving Loans outstanding hereunder at such
time.

         "Property" of a Person means any and all property, whether real,
personal, tangible, intangible, or mixed, of such Person, or other assets owned,
leased or operated by such Person.

         "Purchasers" is defined in Section 12.3.1.

         "Rate Management Transaction" means any transaction (including an
agreement with respect thereto) now existing or hereafter entered into between
the Borrower and any Lender or Affiliate thereof which is a rate swap, basis
swap, forward rate transaction, commodity swap, commodity option, equity or
equity index swap, equity or equity index option, bond option, interest rate
option, foreign exchange transaction, cap transaction, floor transaction, collar
transaction, forward transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions) or any combination
thereof, whether linked to one or more interest rates, foreign currencies,
commodity prices, equity prices or other financial measures.

         "Rate Management Obligations" of a Person means any and all obligations
of such Person, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (i) any and all Rate
Management Transactions, and (ii) any and all cancellations, buy backs,
reversals, terminations or assignments of any Rate Management Transactions.

         "Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor thereto
or other regulation or official interpretation of said Board of Governors
relating to reserve requirements applicable to member banks of the Federal
Reserve System.

         "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks for the purpose of purchasing or carrying margin
stocks applicable to member banks of the Federal Reserve System.



                                       7
<PAGE>   13

         "Rental Expense" means, with reference to any period, the aggregate
fixed amounts payable by the Borrower and its Subsidiaries under all Operating
Leases, calculated on a consolidated basis for such period.

         "Reportable Event" means a reportable event as defined in Section 4043
of ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC has by regulation waived
the requirement of Section 4043(a) of ERISA that it be notified within 30 days
of the occurrence of such event, provided, however, that a failure to meet the
minimum funding standard of Section 412 of the Code and of Section 302 of ERISA
shall be a Reportable Event regardless of the issuance of any such waiver of the
notice requirement in accordance with either Section 4043(a) of ERISA or Section
412(d) of the Code.

         "Reports" is defined in Section 9.6.

         "Required Lenders" means Lenders whose Pro Rata Shares, in the
aggregate, are 66 _% or greater, but in any event, at least two Lenders.

         "Reserve Requirement" means, with respect to an Eurodollar Interest
Period, the maximum aggregate reserve requirement (including all basic,
supplemental, marginal and other reserves) which is imposed under Regulation D
on Eurocurrency liabilities.

         "Revolving Loan" is defined in Section 2.2.1.

         "Revolving Loan Commitment" means, for each Lender, the obligation of
such Lender to make Revolving Loans not exceeding the amount set forth adjacent
to the caption "Revolving Loan Commitment" opposite its signature below or as
set forth in any Assignment Agreement relating to any assignment that has become
effective pursuant to Section 12.3, as such amount may be modified from time to
time pursuant to the terms hereof.

         "Revolving Loan Termination Date" means November 30, 2002 or any
earlier date upon which the Aggregate Revolving Loan Commitment is reduced to
zero or otherwise terminated pursuant to the terms of Section 2.5.

         "Revolving Note" means any promissory note evidencing Revolving Loans
issued at the request of a Lender pursuant to Section 2.13.

         "S&P" means Standard and Poor's Ratings Services, a division of The
McGraw Hill Companies, Inc.

         "Schedule" refers to a specific schedule to this Agreement, unless
another document is specifically referenced.

         "Section" means a numbered section of this Agreement, unless another
document is specifically referenced.

         "Secured Obligations" means, collectively, (i) the Obligations and (ii)
all Rate Management Obligations owing to one or more Lenders.

         "Subsidiary" means (i) any corporation, more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by the Borrower or by one or
more of its Subsidiaries or by the Borrower and one or more of its Subsidiaries,
or (ii) any partnership, limited liability company, association, joint venture
or similar business organization, more than 50% of the ownership interests
having ordinary voting power of which shall at the time be so owned or
controlled.




                                       8
<PAGE>   14
         "Substantial Portion" means, with respect to the Property of the
Borrower and its Subsidiaries, Property which (i) represents more than 10% of
the consolidated assets of the Borrower and its Subsidiaries as would be shown
in the consolidated financial statements of the Borrower and its Subsidiaries as
at the beginning of the twelve-month period ending with the month in which such
determination is made, or (ii) is responsible for more than 10% of the
consolidated net sales or of the consolidated net income of the Borrower and its
Subsidiaries as reflected in the financial statements referred to in clause (i)
above.

         "Tangible Net Worth" means at any time total shareholders' equity of
the Borrower and its Subsidiaries calculated on a consolidated basis as of such
time, less (i) the amount of any treasury stock, (ii) any dividends paid, and
(iii) the amount of any intangible assets (such as patents, trademarks,
copyrights or goodwill).

         "Taxes" means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings, and any and all liabilities with
respect to the foregoing, but excluding Excluded Taxes.

         "Term Loan" is defined in Section 2.1.1.

         "Term Loan Commitment" means, for each Lender, the obligation of such
Lender to make Term Loans not exceeding the amount set forth adjacent to the
caption "Term Loan Commitment" opposite its signature below or as set forth in
any Assignment relating to any assignment that has become effective pursuant to
Section 12.3, as such amount may be modified from time to time pursuant to the
terms hereof.

         "Term Loan Termination Date" means November 30, 2004.

         "Term Note" means any promissory note evidencing a Term Loan issued at
the request of a Lender pursuant to Section 2.13.

         "Transferee" is defined in Section 12.4.

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

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

         "Wholly-Owned Subsidiary" of a Person means (i) any Subsidiary all of
the outstanding voting securities of which shall at the time be owned or
controlled, directly or indirectly, by such Person or one or more Wholly-Owned
Subsidiaries of such Person, or by such Person and one or more Wholly-Owned
Subsidiaries of such Person, or (ii) any partnership, limited liability company,
association, joint venture or similar business organization 100% of the
ownership interests having ordinary voting power of which shall at the time be
so owned or controlled.

         "Year 2000 Issues" means anticipated costs, problems and uncertainties
associated with the inability of certain computer applications to effectively
handle data including dates on and after January 1, 2000, as such inability
affects the business, operations and financial condition of the Borrower and its
Subsidiaries and of the Borrower's and its Subsidiaries' material customers,
suppliers and vendors.

         "Year 2000 Program" is defined in Section 5.19.

         The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms.




                                       9
<PAGE>   15
                                   ARTICLE II

                                   THE CREDITS

         2.1.  Term Loans.

         2.1.1. Making the Term Loans. Each Lender severally agrees to make, on
the Closing Date, a term loan to the Borrower in an amount equal to such
Lender's Term Loan Commitment (each individually a "Term Loan" and,
collectively, the "Term Loans"). All Term Loans shall be made by the Lenders on
the Closing Date simultaneously, it being understood that no Lender shall be
responsible for any failure by any other Lender to perform its obligation to
make any Term Loan hereunder nor shall the Term Loan Commitment of any Lender be
increased or decreased as a result of any such failure.

         2.1.2. Repayment of the Term Loans. The Term Loans shall be repaid in
59 consecutive monthly installments of principal, payable on each Payment Date
commencing on December 31, 1999 and continuing thereafter until the Term Loan
Termination Date, and the Term Loans shall be permanently reduced by the amount
of each such installment on the date payment thereof is made hereunder. The
installments shall be in the aggregate amount of $166,667. Notwithstanding the
foregoing, the then outstanding principal balance of the Term Loans, if any,
shall be due and payable on the Term Loan Termination Date. No portion of any
Term Loan shall be reborrowed once it is repaid. In addition to the foregoing
installments payments, the Borrower may make voluntary prepayments and shall
make mandatory prepayments as described in Section 2.7.

2.2.     Revolving Loans.

         2.2.1. Making the Revolving Loans. From and including the Closing Date
and prior to the Revolving Loan Termination Date, each Lender severally agrees,
on the terms and conditions set forth in this Agreement, to make revolving loans
to the Borrower from time to time in amounts not to exceed in the aggregate at
any one time outstanding the amount of its Revolving Loan Commitment (each
individually a "Revolving Loan" and, collectively, the "Revolving Loans"). Each
Advance under this Section 2.2.1 shall consist of Revolving Loans made by each
Lender ratably in proportion to such Lender's respective Pro Rata Share, it
being understood that no Lender shall be responsible for any failure by any
other Lender to perform its obligation to make any Revolving Loan hereunder nor
shall the Revolving Loan Commitment of any Lender be increased or decreased as a
result of any such failure. Subject to the terms of this Agreement, the Borrower
may borrow, repay and reborrow Revolving Loans at any time prior to the
Revolving Loan Termination Date. The Revolving Loan Commitments of the Lenders
shall expire on the Revolving Loan Termination Date.

         2.2.2. Repayment of the Revolving Loans. On the Revolving Loan
Termination Date, the Borrower shall repay in full the outstanding principal
balance of the Revolving Loans.

2.3      Letters of Credit.

         2.3.1 Issuance of Letters of Credit. From and including the Closing
Date, the Agent shall issue one or more standby Letters of Credit for the
account of the Borrower or any of its Subsidiaries, pursuant to the Agent's
standard form of application for standby letters of credit. The aggregate face
amount of all outstanding Letters of Credit (i) shall constitute a portion of
the Revolving Loan Commitments (thereby reducing the Revolving Loan Commitments
available for Revolving Loans on a dollar-for-dollar basis), and (ii) shall not
exceed $17,500,000. The expiry date of all Letters of Credit shall be not later
than five Business Days prior to the Revolving Loan Termination Date.

         2.3.2 Risk Participation. Immediately upon the issuance of a Letter of
Credit by the Agent, each Lender shall be deemed to have automatically,
unconditionally and irrevocably (except as provided for in Section 10.8)
purchased from the Agent an undivided interest and participation in the Letter
of Credit, the obligations in respect thereof, and the liability of the Agent,
equal to the face amount of the Letter of Credit multiplied by such Lender's Pro
Rata Share.



                                       10
<PAGE>   16
         2.3.3 Letter of Credit Fees. (a) The Borrower agrees to pay the Agent a
fronting fee equal to 0.125% per annum on the face amount of the Letter of
Credit, payable quarterly in arrears on the last day of each calendar quarter,
for the term of the Letter of Credit, together with the Agent's customary letter
of credit issuance and processing fees. The fronting fee and customary letter of
credit issuance and processing fees shall be retained by the Agent and shall not
be shared with the other Lenders;

                  (b) In addition, the Borrower agrees to pay the Agent the
following fees: (i) a fee equal to the Financial Letter of Credit Fee Rate (on a
per annum basis) shown on the Pricing Schedule for all standby letters of credit
issued to support the financial obligations of the Borrower or Subsidiary for
whose account the letter of credit was issued; and (ii) a fee equal to the
Performance Letter of Credit Fee Rate (on a per annum basis) shown on the
Pricing Schedule for all standby letters of credit issued to support performance
obligations (including bid bonds, performance bonds, milestone payments,
guaranties, warranties and fabrication performance obligations) of the Borrower
or Subsidiary for whose account the Letter of Credit was issued. The foregoing
Letter of Credit fees shall be based on the principal amount of the Letters of
Credit (as reduced from time to time) payable quarterly in arrears on the last
day of each calendar quarter, for the term of the Letter of Credit and shall be
shared by the Agent and the Lenders on the basis of each Lender's Pro Rata
Share.

         2.3.4 Guaranty of Subsidiaries. The Borrower hereby absolutely and
unconditionally guarantees the prompt and punctual payment of all Indebtedness
of all Subsidiaries to the Agent and Lenders arising from the issuance of any
Letters of Credit for the account of one or more Subsidiaries.

         2.4. Types of Advances. The Advances must be either Floating Rate
Advances or Eurodollar Advances, or a combination thereof, selected by the
Borrower in accordance with Sections 2.8 and 2.9.

         2.5. Commitment Fee; Reductions in Aggregate Revolving Loan Commitment.
The Borrower agrees to pay to the Agent, for the account of the Pro Rate Share
of each Lender, a commitment fee at a per annum rate equal to the Applicable Fee
Rate on the daily unused portion of the aggregate Revolving Loan Commitment from
the date hereof to and including the Revolving Loan Termination Date, payable
quarterly in arrears on last day of each calendar quarter hereafter and on the
Revolving Loan Termination Date. For the purposes hereof, "unused portion" shall
mean the aggregate Revolving Loan Commitment, minus the principal amount
outstanding on the Revolving Loan, minus the face amount of all outstanding
Letters of Credit. The Borrower may permanently reduce the Aggregate Revolving
Loan Commitment in whole, or in part ratably among the Lenders in integral
multiples of $1,000,000, upon at least five Business Days' written notice to the
Agent, which notice shall specify the amount of any such reduction, provided,
however, that the amount of the Aggregate Revolving Loan Commitment may not be
reduced below the aggregate principal amount of the outstanding Revolving Loans.
All accrued commitment fees shall be payable on the effective date of any
termination of the obligations of the Lenders to make Revolving Loans hereunder.

         2.6. Minimum Amount of Each Advance. Each Eurodollar Advance shall be
in the minimum amount of $1,000,000 (and in multiples of $100,000 if in excess
thereof), and each Floating Rate Advance shall be in the minimum amount of
$200,000 (and in multiples of $100,000, if in excess thereof), provided,
however, that any Floating Rate Advance may be in the amount of the unused
Aggregate Revolving Loan Commitment.

         2.7. Prepayments.

         2.7.1. Optional Prepayments. The Borrower may from time to time pay,
without penalty or premium, all outstanding Floating Rate Advances, or, in a
minimum aggregate amount of $200,000 or any integral multiple of $100,000 in
excess thereof, any portion of the outstanding Floating Rate Advances for the
full outstanding balance of all Floating Rate Advances, if less than such
minimum, upon one Business Days' prior notice to the Agent. The Borrower may
from time to time pay, subject to the payment of any funding indemnification
amounts required by Section 3.4 but without penalty or premium, all outstanding
Eurodollar Advances, or, in a minimum aggregate amount of $1,000,000 or any
integral multiple of $100,000 in excess



                                       11
<PAGE>   17

thereof, any portion (or the full outstanding balance of all Eurodollar
Advances, if less than such minimum) of the outstanding Eurodollar Advances upon
five Business Days' prior notice to the Agent. Principal prepayments made on the
Term Loans shall be applied to the principal installments payable under Section
2.1.2 in the inverse order of maturity.

         2.7.2. Mandatory Prepayments. The Borrower shall make prepayments of
the outstanding amount of the Term Loan (in addition to the scheduled principal
installments), upon one Business Days' prior notice to the Agent, in amounts
equal to either or both of the following: (i) 100% of the net sale proceeds
(total proceeds less reasonable costs of issuance) received by the Borrower or
any Subsidiary (in the form of cash or cash equivalents) from the issuance of
shares of capital stock (except in the case where a Subsidiary issues additional
shares of capital stock to the Borrower or to another of its Subsidiaries); and
(ii) 100% of the Net Proceeds received by the Borrower or any Subsidiary from an
Asset Sale. Such payment shall be made not later than 15 days after the
consummation of the stock issuance or Asset Sale. If such payment constitutes a
repayment of a Eurodollar Advance on a date which is not the last day of a
Eurodollar Interest Period, the Borrower shall not be required to pay any
amounts that would otherwise be due under this Agreement (including without
limitation, Section 3.4) for the repayment of a Eurodollar Rate Advance prior to
the last day of the Eurodollar Interest Period.

         2.8. Method of Selecting Types and Eurodollar Interest Periods for New
Advances. The Borrower shall select the Type of Advance and, in the case of each
Eurodollar Advance, the Eurodollar Interest Period applicable thereto from time
to time. The Borrower shall give the Agent irrevocable notice (a "Borrowing
Notice") not later than 10:00 a.m. (New Orleans time) at least one Business Day
before the Borrowing Date of each Floating Rate Advance and three Business Days
before the Borrowing Date for each Eurodollar Advance, specifying:

      (i)     the Borrowing Date, which shall be a Business Day, of such
              Advance,

     (ii)     the aggregate amount of such Advance,

    (iii)     the Type of Advance selected, and whether such Advance is
              comprised of Term Loans or Revolving Loans, and

     (iv)     in the case of each Eurodollar Advance, the Eurodollar Interest
              Period applicable thereto.

Not later than noon (Central time) on each Borrowing Date, each Lender shall
make available its Loan or Loans in funds immediately available in New Orleans
to the Agent at its address specified pursuant to Article XIII. The Agent will
make the funds so received from the Lenders available to the Borrower at the
Agent's aforesaid address.

         The Borrower shall not be entitled to more than three Eurodollar Rate
tranches and one Floating Rate tranche at any one time on the Revolving Loan,
and only one Eurodollar Rate tranche and Floating Rate tranche at any one time
on the Term Loan.

         2.9. Conversion and Continuation of Outstanding Advances. Floating Rate
Advances shall continue as Floating Rate Advances unless and until such Floating
Rate Advances are converted into Eurodollar Advances pursuant to this Section
2.9 or are repaid. Each Eurodollar Advance shall continue as a Eurodollar
Advance until the end of the then applicable Eurodollar Interest Period
therefor, at which time such Eurodollar Advance shall be automatically converted
into a Floating Rate Advance unless (x) such Eurodollar Advance is or was repaid
in accordance with Section 2.7 or 2.1.2 or (y) the Borrower shall have given the
Agent a Conversion/Continuation Notice (as defined below) requesting that, at
the end of such Eurodollar Interest Period, such Eurodollar Advance continue as
a Eurodollar Advance for the same or another Eurodollar Interest Period. Subject
to the terms of Section 2.6, the Borrower may elect from time to time to convert
all or any part of a Floating Rate Advance into a Eurodollar Advance. The
Borrower shall give the Agent irrevocable notice (a "Conversion/Continuation
Notice") of each conversion of a Floating Rate Advance into a Eurodollar Advance
or continuation of a



                                       12
<PAGE>   18

Eurodollar Advance not later than 10:00 a.m. (New Orleans time) at least three
Business Days prior to the date of the requested conversion or continuation,
specifying:

      (i)         the requested date, which shall be a Business Day, of such
                  conversion or continuation,

     (ii)         the aggregate amount and Type of the Advance which is to be
                  converted or continued, and whether such Advance is comprised
                  of Term Loans or Revolving Loans, and

    (iii)         the amount of such Advance which is to be converted into or
                  continued as a Eurodollar Advance and the duration of the
                  Eurodollar Interest Period applicable thereto.

         2.10. Changes in Interest Rate, etc. Each Floating Rate Advance shall
bear interest on the outstanding principal amount thereof, for each day from and
including the date such Advance is made or is automatically converted from a
Eurodollar Advance into a Floating Rate Advance pursuant to Section 2.9, to but
excluding the date it is paid or is converted into a Eurodollar Advance pursuant
to Section 2.9 hereof, at a rate per annum equal to the Floating Rate for such
day. Changes in the rate of interest on that portion of any Advance maintained
as a Floating Rate Advance will take effect simultaneously with each change in
the Alternate Base Rate. Each Eurodollar Advance shall bear interest on the
outstanding principal amount thereof from and including the first day of the
Eurodollar Interest Period applicable thereto to (but not including) the last
day of such Eurodollar Interest Period at the interest rate determined by the
Agent as applicable to such Eurodollar Advance based upon the Borrower's
selections under Sections 2.8 and 2.9 and otherwise in accordance with the terms
hereof. No Eurodollar Interest Period with respect to any Term Loan may end
after the Term Loan Termination Date and no Eurodollar Interest Period with
respect to any Revolving Loan may end after the Revolving Loan Termination Date.

         2.11. Rates Applicable After Default. Notwithstanding anything to the
contrary contained in Section 2.8 or 2.9, during the continuance of a Default or
Unmatured Default the Required Lenders may, at their option, by notice to the
Borrower (which notice may be revoked at the option of the Required Lenders
notwithstanding any provision of Section 8.2 requiring unanimous consent of the
Lenders to changes in interest rates), declare that no Advance may be made as,
converted into or continued as a Eurodollar Advance. During the continuance of a
Default the Required Lenders may, at their option, by notice to the Borrower
(which notice may be revoked at the option of the Required Lenders
notwithstanding any provision of Section 8.2 requiring unanimous consent of the
Lenders to changes in interest rates), declare that (i) each Eurodollar Advance
shall bear interest for the remainder of the applicable Eurodollar Interest
Period at the rate otherwise applicable to such Eurodollar Interest Period plus
3% per annum and (ii) each Floating Rate Advance shall bear interest at a rate
per annum equal to the Floating Rate in effect from time to time plus 3% per
annum, provided that, during the continuance of a Default under Section 7.6 or
7.7, the interest rates set forth in clauses (i) and (ii) above shall be
applicable to all Advances without any election or action on the part of the
Agent or any Lender.

         2.12. Method of Payment. All payments of the Secured Obligations
hereunder shall be made, without setoff, deduction, or counterclaim, in
immediately available funds to the Agent at the Agent's address specified
pursuant to Article XIII, or at any other Lending Installation of the Agent
specified in writing by the Agent to the Borrower, by noon (Central time) on the
date when due and shall be applied ratably by the Agent among the Lenders. Each
payment delivered to the Agent for the account of any Lender shall be delivered
promptly by the Agent to such Lender in the same type of funds that the Agent
received at its address specified pursuant to Article XIII or at any Lending
Installation specified in a notice received by the Agent from such Lender. The
Agent is hereby authorized to charge the account of the Borrower maintained with
the Agent for each payment of principal, interest and fees as it becomes due
hereunder.

         2.13. Noteless Agreement; Evidence of Indebtedness. (i) Each Lender
shall 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 from time to time, including the amounts of principal
and interest payable and paid to such Lender from time to time hereunder.



                                       13
<PAGE>   19
         (ii) The Agent shall also maintain accounts in which it will record (a)
the amount of each Loan made hereunder, the Type thereof and the Eurodollar
Interest Period with respect thereto, (b) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder and (c) the amount of any sum received by the Agent hereunder
from the Borrower and each Lender's share thereof.

         (iii) The entries maintained in the accounts maintained pursuant to
paragraphs (i) and (ii) above shall be prima facie evidence of the existence and
amounts of the Obligations therein recorded; provided, however, that the failure
of the Agent or any Lender to maintain such accounts or any error therein shall
not in any manner affect the obligation of the Borrower to repay the Obligations
in accordance with their terms.

         (iv) Any Lender may request that its Revolving Loans or Term Loans be
evidenced by a Note. In such event, the Borrower shall execute and deliver to
such Lender a Note for such Loans payable to the order of such Lender in a form
supplied by the Agent and acceptable to such Lender. Thereafter, the Loans
evidenced by such Note and interest thereon shall at all times (including after
any assignment pursuant to Section 12.3) be represented by one or more Notes
payable to the order of the payee named therein or any assignee pursuant to
Section 12.3, except to the extent that any such Lender or assignee subsequently
returns any such Note for cancellation and requests that such Loans once again
be evidenced as described in paragraphs (i) and (ii) above.

         2.14. Telephonic Notices. The Borrower hereby authorizes the Lenders
and the Agent to extend, convert or continue Advances, effect selections of
Types of Advances and to transfer funds based on telephonic notices made by any
person or persons the Agent or any Lender in good faith believes to be acting on
behalf of the Borrower, it being understood that the foregoing authorization is
specifically intended to allow Borrowing Notices and Conversion/Continuation
Notices to be given telephonically. The Borrower agrees to deliver promptly to
the Agent a written confirmation, if such confirmation is requested by the Agent
or any Lender, of each telephonic notice signed by an Authorized Officer. If the
written confirmation differs in any material respect from the action taken by
the Agent and the Lenders, the records of the Agent and the Lenders shall govern
absent manifest error.

         2.15. Interest Payment Dates; Interest and Fee Basis. Interest accrued
on each Floating Rate Advance shall be payable on each Payment Date, commencing
with the first such date to occur after the date hereof and at maturity.
Interest accrued on each Eurodollar Advance shall be payable on the last day of
its applicable Eurodollar Interest Period, on any date on which the Eurodollar
Advance is prepaid, whether by acceleration or otherwise, and at maturity.
Interest accrued on each Eurodollar Advance having an Eurodollar Interest Period
longer than three months shall also be payable on the last day of each
three-month interval during such Eurodollar Interest Period. Interest and
commitment fees shall be calculated for actual days elapsed on the basis of a
360-day year. Interest shall be payable for the day an Advance is made but not
for the day of any payment on the amount paid if payment is received prior to
noon (local time) at the place of payment. If any payment of principal of or
interest on an Advance shall become due on a day which is not a Business Day,
such payment shall be made on the next succeeding Business Day and, in the case
of a principal payment, such extension of time shall be included in computing
interest in connection with such payment.

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

         2.17. Lending Installations. Each Lender may book its Loans at any
Lending Installation selected by such Lender and may change its Lending
Installation from time to time. All terms of this Agreement shall apply to any
such Lending Installation and the Loans and any Notes issued hereunder shall be
deemed held by



                                       14
<PAGE>   20

each Lender for the benefit of any such Lending Installation. Each Lender may,
by written notice to the Agent and the Borrower in accordance with Article XIII,
designate replacement or additional Lending Installations through which Loans
will be made by it and for whose account Loan payments are to be made.

         2.18. Non-Receipt of Funds by the Agent. Unless the Borrower or a
Lender, as the case may be, notifies the Agent prior to the date on which it is
scheduled to make payment to the Agent of (i) in the case of a Lender, the
proceeds of a Loan or (ii) in the case of the Borrower, a payment of principal,
interest or fees to the Agent for the account of the Lenders, that it does not
intend to make such payment, the Agent may assume that such payment has been
made. The Agent may, but shall not be obligated to, make the amount of such
payment available to the intended recipient in reliance upon such assumption. If
such Lender or the Borrower, as the case may be, has not in fact made such
payment to the Agent, the recipient of such payment shall, on demand by the
Agent, repay to the Agent the amount so made available together with interest
thereon in respect of each day during the period commencing on the date such
amount was so made available by the Agent until the date the Agent recovers such
amount at a rate per annum equal to (x) in the case of payment by a Lender, the
Federal Funds Effective Rate for such day for the first three days and,
thereafter, the interest rate applicable to the relevant Loan or (y) in the case
of payment by the Borrower, the interest rate applicable to the relevant Loan.

         2.19 Collateral. The Secured Obligations shall be secured by the
following: (i) first priority mortgage, security agreement and assignment of
leases and rents covering all of the immovable (real) property owned, or leased
by the Borrower or any Domestic Subsidiary, including any such property acquired
after the Closing Date; (ii) first priority perfected security interest in all
inventory, accounts, equipment, instruments, chattel paper, documents, general
intangibles (and proceeds thereof and in the case of inventory, all products
thereof) of the Borrower or any Domestic Subsidiary; (iii) first priority
perfected security interest in all outstanding shares of stock or partnership or
membership interests, as the case may be, of each Subsidiary (except in the case
of any direct Subsidiary of the Borrower or any Domestic Subsidiary incorporated
outside of the United States, the security interest shall extend to 66% of the
outstanding shares thereof); and (iv) solidary (joint and several) guaranties by
each of the Domestic Subsidiaries, including any Domestic Subsidiaries acquired
or created after the Closing Date. The Borrower covenants and agrees to cause
any Domestic Subsidiary acquired or created after the Closing Date to execute a
guaranty of the Secured Obligations and to execute appropriate Collateral
Documents concerning the assets of the Domestic Subsidiary to further secure the
Obligations, within 60 days after the acquisition or creation of such Domestic
Subsidiary. In addition, the Borrower covenants and agrees to execute a security
agreement granting a first priority security interest in all of the outstanding
capital stock or membership or partnership interest of any Domestic Subsidiary
acquired or created after the Closing Date, or 66% of the outstanding capital
stock or membership or partnership interest of any direct foreign Subsidiary
acquired or created after the Closing Date, in each case to further secure the
Secured Obligations, within 60 days after the acquisition or creation of such
Subsidiary.

         2.20 Title Insurance. Within 30 days after the Closing Date, the
Borrower shall provide the Agent with (i) a title insurance commitment issued by
First American Title Insurance Company agreeing to insure all mortgages (as
first priority mortgages) by the Borrower or any Domestic Subsidiary bearing
against all immovable (real) property owned by the Borrower and all Domestic
Subsidiaries (including copies of all proposed exceptions), and (ii) a current
perimeter survey of such immovable (real) property, each in form and substance
satisfactory to the Agent. Within 15 days after receiving any comments from the
Agent, the Borrower shall cause a title policy to be issued to the Agent
consistent with the aforesaid title commitment and any reasonable comments or
requests of the Agent.




                                       15
<PAGE>   21
                                   ARTICLE III

                             YIELD PROTECTION; TAXES


         3.1. Yield Protection. If, on or after the date of this Agreement, the
adoption of any law or any governmental or quasi-governmental rule, regulation,
policy, guideline or directive (whether or not having the force of law), or any
change in the interpretation or administration thereof by any governmental or
quasi-governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender or
applicable Lending Installation with any request or directive (whether or not
having the force of law) of any such authority, central bank or comparable
agency:

      (i)         subjects any Lender or any applicable Lending Installation to
                  any Taxes, or changes the basis of taxation of payments (other
                  than with respect to Excluded Taxes) to any Lender in respect
                  of its Eurodollar Loans, or

     (ii)         imposes or increases or deems applicable any reserve,
                  assessment, insurance charge, special deposit or similar
                  requirement against assets of, deposits with or for the
                  account of, or credit extended by, any Lender or any
                  applicable Lending Installation (other than reserves and
                  assessments taken into account in determining the interest
                  rate applicable to Eurodollar Advances), or

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

and the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation of making or maintaining its Eurodollar Loans or
Commitment or to reduce the return received by such Lender or applicable Lending
Installation in connection with such Eurodollar Loans or Commitment, then,
within 15 days of demand by such Lender, the Borrower shall pay such Lender such
additional amount or amounts as will compensate such Lender for such increased
cost or reduction in amount received.

         3.2. Changes in Capital Adequacy Regulations. If a Lender determines
the amount of capital required or expected to be maintained by such Lender, any
Lending Installation of such Lender or any corporation controlling such Lender
is increased as a result of a Change, then, within 15 days of demand by such
Lender, the Borrower shall pay such Lender the amount necessary to compensate
for any shortfall in the rate of return on the portion of such increased capital
which such Lender determines is attributable to this Agreement, its Loans or its
Commitment to make Loans hereunder (after taking into account such Lender's
policies as to capital adequacy). "Change" means (i) any change after the date
of this Agreement in the Risk-Based Capital Guidelines or (ii) any adoption of
or change in any other law, governmental or quasi-governmental rule, regulation,
policy, guideline, interpretation, or directive (whether or not having the force
of law) after the date of this Agreement which affects the amount of capital
required or expected to be maintained by any Lender or any Lending Installation
or any corporation controlling any Lender. "Risk-Based Capital Guidelines" means
(i) the risk-based capital guidelines in effect in the United States on the date
of this Agreement, including transition rules, and (ii) the corresponding
capital regulations promulgated by regulatory authorities outside the United
States implementing the July 1988 report of the Basle Committee on Banking
Regulation and Supervisory Practices Entitled "International Convergence of
Capital Measurements and Capital Standards," including transition rules, and any
amendments to such regulations adopted prior to the date of this Agreement.



                                       16
<PAGE>   22
         3.3. Availability of Types of Advances. If any Lender determines that
maintenance of its Eurodollar Loans at a suitable Lending Installation would
violate any applicable law, rule, regulation, or directive, whether or not
having the force of law, or if the Required Lenders determine that (i) deposits
of a type and maturity appropriate to match fund Eurodollar Advances are not
available or (ii) the interest rate applicable to Eurodollar Advances does not
accurately reflect the cost of making or maintaining Eurodollar Advances, then
the Agent shall suspend the availability of Eurodollar Advances and require any
affected Eurodollar Advances to be repaid or converted to Floating Rate
Advances, subject to the payment of any funding indemnification amounts required
by Section 3.4.

         3.4. Funding Indemnification. If any payment of a Eurodollar Advance
occurs on a date which is not the last day of the applicable Eurodollar Interest
Period, whether because of acceleration, prepayment or otherwise (but excluding
a mandatory prepayment under Section 2.7.2), or a Eurodollar Advance is not made
on the date specified by the Borrower for any reason other than default by the
Lenders, the Borrower will indemnify each Lender for any loss or cost incurred
by it resulting therefrom, including, without limitation, any loss or cost in
liquidating or employing deposits acquired to fund or maintain such Eurodollar
Advance.

         3.5. Taxes. (i) All payments by the Borrower to or for the account of
any Lender or the Agent hereunder or under any Note shall be made free and clear
of and without deduction for any and all Taxes. If the Borrower shall be
required by law to deduct any Taxes from or in respect of any sum payable
hereunder to any Lender or the Agent, (a) the sum payable shall be increased as
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 3.5) such Lender or the
Agent (as the case may be) receives an amount equal to the sum it would have
received had no such deductions been made, (b) the Borrower shall make such
deductions, (c) the Borrower shall pay the full amount deducted to the relevant
authority in accordance with applicable law and (d) the Borrower shall furnish
to the Agent the original copy of a receipt evidencing payment thereof within 30
days after such payment is made.

         (ii) In addition, the Borrower hereby agrees to pay any present or
future stamp or documentary taxes and any other excise or property taxes,
charges or similar levies which arise from any payment made hereunder or under
any Note or from the execution or delivery of, or otherwise with respect to,
this Agreement or any Note ("Other Taxes").

         (iii) The Borrower hereby agrees to indemnify the Agent and each Lender
for the full amount of Taxes or Other Taxes (including, without limitation, any
Taxes or Other Taxes imposed on amounts payable under this Section 3.5) paid by
the Agent or such Lender and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto. Payments due under this
indemnification shall be made within 30 days of the date the Agent or such
Lender makes demand therefor pursuant to Section 3.6.

         (iv) Each Lender that is not incorporated under the laws of the United
States of America or a state thereof (each a "Non-U.S. Lender") agrees that it
will, not less than ten Business Days after becoming a party to this Agreement,
(i) deliver to each of the Borrower and the Agent two duly completed copies of
United States Internal Revenue Service Form 1001 or 4224, certifying in either
case that such Lender is entitled to receive payments under this Agreement
without deduction or withholding of any United States federal income taxes, and
(ii) deliver to each of the Borrower and the Agent a United States Internal
Revenue Form W-8 or W-9, as the case may be, and certify that it is entitled to
an exemption from United States backup withholding tax. Each Non-U.S. Lender
further undertakes to deliver to each of the Borrower and the Agent (x) renewals
or additional copies of such form (or any successor form) on or before the date
that such form expires or becomes obsolete, and (y) after the occurrence of any
event requiring a change in the most recent forms so delivered by it, such
additional forms or amendments thereto as may be reasonably requested by the
Borrower or the Agent. All forms or amendments described in the preceding
sentence shall certify that such Lender is entitled to receive payments under
this Agreement without deduction or withholding of any United States federal
income taxes, unless an event (including without limitation any change in
treaty, law or regulation) has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms inapplicable
or which would prevent such Lender from duly completing and delivering any such
form or amendment with




                                       17
<PAGE>   23

respect to it and such Lender advises the Borrower and the Agent that it is not
capable of receiving payments without any deduction or withholding of United
States federal income tax.

         (v) For any period during which a Non-U.S. Lender has failed to provide
the Borrower with an appropriate form pursuant to clause (iv), above (unless
such failure is due to a change in treaty, law or regulation, or any change in
the interpretation or administration thereof by any governmental authority,
occurring subsequent to the date on which a form originally was required to be
provided), such Non-U.S. Lender shall not be entitled to indemnification under
this Section 3.5 with respect to Taxes imposed by the United States; provided
that, should a Non-U.S. Lender which is otherwise exempt from or subject to a
reduced rate of withholding tax become subject to Taxes because of its failure
to deliver a form required under clause (iv), above, the Borrower shall take
such steps as such Non-U.S. Lender shall reasonably request to assist such
Non-U.S. Lender to recover such Taxes.

         (vi) Any Lender that is entitled to an exemption from or reduction of
withholding tax with respect to payments under this Agreement or any Note
pursuant to the law of any relevant jurisdiction or any treaty shall deliver to
the Borrower (with a copy to the Agent), at the time or times prescribed by
applicable law, such properly completed and executed documentation prescribed by
applicable law as will permit such payments to be made without withholding or at
a reduced rate.

         (vii) If the U.S. Internal Revenue Service or any other governmental
authority of the United States or any other country or any political subdivision
thereof asserts a claim that the Agent did not properly withhold tax from
amounts paid to or for the account of any Lender (because the appropriate form
was not delivered or properly completed, because such Lender failed to notify
the Agent of a change in circumstances which rendered its exemption from
withholding ineffective, or for any other reason), such Lender shall indemnify
the Agent fully for all amounts paid, directly or indirectly, by the Agent as
tax, withholding therefor, or otherwise, including penalties and interest, and
including taxes imposed by any jurisdiction on amounts payable to the Agent
under this subsection, together with all costs and expenses related thereto
(including attorneys fees and time charges of attorneys for the Agent, which
attorneys may be employees of the Agent). The obligations of the Lenders under
this Section 3.5(vii) shall survive the payment of the Obligations and
termination of this Agreement.

         3.6. Lender Statements; Survival of Indemnity. To the extent reasonably
possible, each Lender shall designate an alternate Lending Installation with
respect to its Eurodollar Loans to reduce any liability of the Borrower to such
Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of
Eurodollar Advances under Section 3.3, so long as such designation is not, in
the judgment of such Lender, disadvantageous to such Lender. Each Lender shall
deliver a written statement of such Lender to the Borrower (with a copy to the
Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such
written statement shall set forth in reasonable detail the calculations upon
which such Lender determined such amount and shall be final, conclusive and
binding on the Borrower in the absence of manifest error. Determination of
amounts payable under such Sections in connection with a Eurodollar Loan shall
be calculated as though each Lender funded its Eurodollar Loan through the
purchase of a deposit of the type and maturity corresponding to the deposit used
as a reference in determining the Eurodollar Rate applicable to such Loan,
whether in fact that is the case or not. Unless otherwise provided herein, the
amount specified in the written statement of any Lender shall be payable on
demand after receipt by the Borrower of such written statement. The obligations
of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of
the Obligations and termination of this Agreement.

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

         4.1. Initial Advance. The Lenders shall not be required to make the
initial Advance hereunder unless the Borrower has furnished to the Agent with
sufficient copies for the Lenders (or has otherwise satisfied the Agent):



                                       18
<PAGE>   24

     (i)          Copies of the articles of incorporation of the Borrower and
                  the corresponding organization documents of all of its
                  Domestic Subsidiaries, together with all amendments, and a
                  certificate of good standing, each certified by the
                  appropriate governmental officer in its jurisdiction of
                  incorporation, and copies of the articles of incorporation of
                  any foreign Subsidiary, together with all amendments certified
                  by the secretary of said Subsidiary.

     (ii)         Copies, certified by the Secretary or Assistant Secretary of
                  the Borrower and the authorized person for each Subsidiary, of
                  its Board of Directors' resolutions or consent of members or
                  partners, and of resolutions or actions of any other body
                  authorizing the execution of the Loan Documents to which the
                  Borrower or any Subsidiary is a party.

     (iii)        An incumbency certificate, executed by the Secretary or
                  Assistant Secretary of the Borrower, which shall identify by
                  name and title and bear the signatures of the Authorized
                  Officers and any other officers of the Borrower authorized to
                  sign the Loan Documents to which the Borrower is a party, upon
                  which certificate the Agent and the Lenders shall be entitled
                  to rely until informed of any change in writing by the
                  Borrower.

     (iv)         A written opinion of the Borrower's counsel, addressed to the
                  Lenders, in form and substance satisfactory to the Agent.

     (v)          This Agreement executed by the Borrower, Agent and Lenders.

     (vi)         Any Notes requested by a Lender pursuant to Section 2.13
                  payable to the order of each such requesting Lender.

     (vii)        The Collateral Documents executed by the Borrower and/or all
                  of its Domestic Subsidiaries, together with the stock
                  certificates affected by the security interests described in
                  Section 2.19.

     (viii)       Lien searches covering the Collateral evidencing no liens or
                  encumbrances against the Collateral, except for liens and
                  encumbrances securing Indebtedness that will be refinanced in
                  full with the proceeds of the initial Advances on the Loans
                  and for Permitted Liens.

     (ix)         Letter from each creditor of the Borrower and all of its
                  Subsidiaries whose Indebtedness will be refinanced with
                  proceeds of the initial Advances on the Loan stating the full
                  amount due such creditor as of the Closing Date and agreeing
                  to execution, cancellation or termination of any security
                  interest in assets of the Borrower and its Subsidiaries,
                  promptly upon receipt of payment in full of such Indebtedness.

     (x)          Written money transfer instructions addressed to the Agent and
                  signed by an Authorized Officer, together with such other
                  related money transfer authorizations as the Agent may have
                  reasonably requested.

     (xi)         Information satisfactory to the Agent and the Required Lenders
                  regarding the Borrower's Year 2000 Program.

     (xii)        For any Collateral that constitutes leasehold interest, copies
                  of the leases, together with estoppel certificates from each
                  landlord in favor of the Agent in form and substance
                  satisfactory to the Agent.

     (xiii)       A Phase I environmental survey for any immovable property
                  owned by the Borrower and any of its Subsidiaries, in form and
                  substance satisfactory to the Agent and the Lenders.



                                       19
<PAGE>   25

     (xiv)        One or more insurance certificates evidencing the insurance
                  required to be maintained by the Borrower and the Domestic
                  Subsidiaries pursuant to this Agreement and the Collateral
                  Documents.

     (xv)         Audited consolidated financial statements of the Borrower and
                  its Subsidiaries for the fiscal year ended March 31, 1999,
                  accompanied by the unqualified opinion of the Borrower's
                  independent certified public accountants; and interim
                  unaudited consolidated financial statements of the Borrower
                  and its Subsidiaries for the fiscal quarters ended June 30,
                  1999 and September 30, 1999, certified by the chief financial
                  officer of the Borrower, all in form and substance
                  satisfactory to the Agent and the Lenders.

     (xvi)        Projections of the Borrower giving effect to all completed
                  acquisitions and the closing of the Loan, together with such
                  information as the Agent may reasonably require to confirm the
                  tax, legal and business assumptions made in the financial
                  statements provided to the Agent, in form and substance
                  satisfactory to the Agent and the Lenders.

     (xvii)       Accounts receivable aging report for the Borrower and each of
                  its Subsidiaries as of September 30, 1999, in form and
                  substance satisfactory to the Agent (including notations
                  indicating which accounts receivable are supported by letters
                  of credit issued or confirmed by banks located in the United
                  States).

     (xviii)      Such other documents as any Lender or its counsel may have
                  reasonably requested.

Notwithstanding the foregoing, the Agent and Lenders have deferred the
satisfaction foregoing conditions as they relate to the delivery of all estoppel
certificate from landlords and the originals of all of the stock or share
certificates of the Subsidiaries to and including January 31, 2000; failure to
furnish all of the estoppel certificate and stock or share certificates by
January 31, 2000 shall constitute a Default.

         4.2. Each Advance. The Lenders shall not be required to make any
Advance unless on the applicable Borrowing Date:

     (i)          There exists no Default or Unmatured Default.

     (ii)         The representations and warranties contained in Article V are
                  true and correct as of such Borrowing Date except to the
                  extent any such representation or warranty is stated to relate
                  solely to an earlier date, in which case such representation
                  or warranty shall have been true and correct in all material
                  respects on and as of such earlier date.

     (iii)        All matters incident to the making of such Advance shall be
                  satisfactory to the Lenders and their counsel.

     (iv)         No Material Adverse Effect relating to the Borrower and its
                  Subsidiaries has occurred since the Closing Date or the date
                  of any financial statements of the Borrower submitted
                  subsequent to the Closing Date.

         Each Borrowing Notice with respect to each such Advance shall
constitute a representation and warranty by the Borrower that the conditions
contained in Sections 4.2(i) and (ii) have been satisfied.






                                       20
<PAGE>   26

                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to the Lenders that:

         5.1. Existence and Standing. The Borrower is a corporation and each of
its Subsidiaries is a corporation, partnership or limited liability company duly
and properly incorporated or organized, as the case may be, validly existing and
(to the extent such concept applies to such entity) in good standing under the
laws of its jurisdiction of incorporation or organization and has all requisite
authority to conduct its business in each jurisdiction in which its business is
conducted.

         5.2. Authorization and Validity. Each of the Borrower and its
Subsidiaries has the power and authority and legal right to execute and deliver
the Loan Documents to which it is a party and to perform its obligations
thereunder. The execution and delivery by the Borrower and its Subsidiaries of
the Loan Documents to which it is a party and the performance of its obligations
thereunder have been duly authorized by proper corporate proceedings, and the
Loan Documents to which the Borrower and its Subsidiaries is a party constitute
legal, valid and binding obligations of the Borrower and its Subsidiaries
enforceable against the Borrower and Subsidiaries in accordance with their
terms, except as enforceability may be limited by bankruptcy, insolvency or
similar laws affecting the enforcement of creditors' rights generally.

         5.3. No Conflict; Government Consent. Neither the execution and
delivery by the Borrower and its Subsidiaries of the Loan Documents to which it
is a party, nor the consummation of the transactions therein contemplated, nor
compliance with the provisions thereof will violate (i) any law, rule,
regulation, order, writ, judgment, injunction, decree or award binding on the
Borrower or any of its Subsidiaries or (ii) the Borrower's or any Subsidiary's
articles or certificate of incorporation, partnership agreement, certificate of
partnership, articles or certificate of organization, by-laws, or operating or
other management agreement, as the case may be, or (iii) the provisions of any
indenture, instrument or agreement to which the Borrower or any of its
Subsidiaries is a party or is subject, or by which it, or its Property, is
bound, or conflict with or constitute a default thereunder, or result in, or
require, the creation or imposition of any Lien in, of or on the Property of the
Borrower or a Subsidiary pursuant to the terms of any such indenture, instrument
or agreement. No order, consent, adjudication, approval, license, authorization,
or validation of, or filing, recording or registration with, or exemption by, or
other action in respect of any governmental or public body or authority, or any
subdivision thereof, which has not been obtained by the Borrower or any of its
Subsidiaries, is required to be obtained by the Borrower or any of its
Subsidiaries in connection with the execution and delivery of the Loan
Documents, the borrowings under this Agreement, the payment and performance by
the Borrower of the Obligations or the legality, validity, binding effect or
enforceability of any of the Loan Documents.

         5.4. Financial Statements. The March 31, 1999, June 30, 1999 and
September 30, 1999 consolidated financial statements of the Borrower and its
Subsidiaries heretofore delivered to the Lenders were prepared in accordance
with generally accepted accounting principles in effect on the date such
statements were prepared and fairly present the consolidated financial condition
and operations of the Borrower and its Subsidiaries at such date and the
consolidated results of their operations for the period then ended.

         5.5. Material Adverse Change. Since September 30, 1999 there has been
no change in the business, Property, prospects, condition (financial or
otherwise) or results of operations of the Borrower and its Subsidiaries which
could reasonably be expected to have a Material Adverse Effect.

         5.6. Taxes. The Borrower and its Subsidiaries have filed all United
States federal tax returns and all other tax returns which are required to be
filed and have paid all taxes due pursuant to said returns or pursuant to any
assessment received by the Borrower or any of its Subsidiaries, except such
taxes, if any, as are being contested in good faith and as to which adequate
reserves have been provided in accordance with Agreement Accounting Principles
and as to which no Lien exists, except for a $40,000 tax lien filed by the
Internal Revenue Service which is being contested by the Borrower. The United
States income tax returns of the Borrower and its Subsidiaries have been audited
by the Internal Revenue Service through the fiscal year ended ______________,
____. No tax liens have been filed and no claims are being asserted with respect
to any such taxes. The charges, accruals and reserves on the books of the
Borrower and its Subsidiaries in respect of any taxes or other governmental
charges are adequate.




                                       21
<PAGE>   27
         5.7. Litigation and Contingent Obligations. There is no litigation,
arbitration, governmental investigation, proceeding or inquiry pending or, to
the knowledge of any of their officers, threatened against or affecting the
Borrower or any of its Subsidiaries which could reasonably be expected to have a
Material Adverse Effect or which seeks to prevent, enjoin or delay the making of
any Loans. Other than any liability incident to any litigation, arbitration or
proceeding which could not reasonably be expected to have a Material Adverse
Effect, the Borrower has no material contingent obligations not provided for or
disclosed in the financial statements referred to in Section 5.4.

         5.8. Subsidiaries. Schedule 3 contains an accurate list of all
Subsidiaries of the Borrower as of the Closing Date, setting forth their
respective jurisdictions of organization and the percentage of their respective
capital stock or other ownership interests owned by the Borrower or other
Subsidiaries. All of the issued and outstanding shares of capital stock or other
ownership interests of such Subsidiaries have been (to the extent such concepts
are relevant with respect to such ownership interests) duly authorized and
issued and are fully paid and non-assessable.

         5.9. ERISA. Each Plan complies in all material respects with all
applicable requirements of law and regulations, no Reportable Event has occurred
with respect to any Plan, and the Borrower has not withdrawn from any Plan or
initiated steps to do so, and no steps have been taken to reorganize or
terminate any Plan.

         5.10. Accuracy of Information. No information, exhibit or report
furnished by the Borrower or any of its Subsidiaries to the Agent or to any
Lender in connection with the negotiation of, or compliance with, the Loan
Documents contained any material misstatement of fact or omitted to state a
material fact or any fact necessary to make the statements contained therein not
misleading.

         5.11. Regulation U. Margin stock (as defined in Regulation U)
constitutes less than 25% of the value of those assets of the Borrower and its
Subsidiaries which are subject to any limitation on sale, pledge, or other
restriction hereunder.

         5.12. Material Agreements. Neither the Borrower nor any of its
Subsidiaries is a party to any agreement or instrument or subject to any charter
or other corporate restriction which could reasonably be expected to have a
Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries is in
default in the performance, observance or fulfillment of any of the obligations,
covenants or conditions contained in (i) any agreement to which it is a party,
which default could reasonably be expected to have a Material Adverse Effect or
(ii) any agreement or instrument evidencing or governing Indebtedness.

         5.13. Compliance With Laws. The Borrower and its Subsidiaries have
complied with all laws, rules, regulations, orders and restrictions of any
domestic or foreign government or any instrumentality or agency thereof having
jurisdiction over the conduct of their respective businesses or the ownership of
their respective Property, including, without limitation, Regulation U, T and X
of the Board of Governors of the Federal Reserve System, and all Environmental
Laws, except for any failure to comply with any of the foregoing which could not
reasonably be expected to have a Material Adverse Effect.

         5.14. Ownership of Properties. On the date of this Agreement, the
Borrower and its Subsidiaries will have good title, free of all Liens other than
Permitted Liens, to all of the Property and assets reflected in the Borrower's
most recent consolidated financial statements provided to the Agent as owned by
the Borrower and its Subsidiaries.

         5.15. Plan Assets; Prohibited Transactions. The Borrower is not an
entity deemed to hold "plan assets" within the meaning of 29 C.F.R. ss.
2510.3-101 of an employee benefit plan (as defined in Section 3(3) of ERISA)
which is subject to Title I of ERISA or any plan (within the meaning of Section
4975 of the Code), and neither the execution of this Agreement nor the making of
Loans hereunder gives rise to a prohibited transaction within the meaning of
Section 406 of ERISA or Section 4975 of the Code.




                                       22
<PAGE>   28
         5.16. Environmental Matters. In the ordinary course of its business,
the officers of the Borrower consider the effect of Environmental Laws on the
business of the Borrower and its Subsidiaries, in the course of which they
identify and evaluate potential risks and liabilities accruing to the Borrower
due to Environmental Laws. On the basis of this consideration, the Borrower has
concluded that there is no non-compliance with the Environmental Laws that could
reasonably be expected to have a Material Adverse Effect. Neither the Borrower
nor any of its Subsidiaries has received any notice to the effect that its
operations are not in material compliance with any of the requirements of
applicable Environmental Laws or are the subject of any federal or state
investigation evaluating whether any remedial action is needed to respond to a
release of any toxic or hazardous waste or substance into the environment, which
non-compliance or remedial action could reasonably be expected to have a
Material Adverse Effect.

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

         5.18. Public Utility Holding Company Act. Neither the Borrower nor any
of its Subsidiaries is 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.

         5.19. Year 2000. The Borrower has made a full and complete assessment
of the Year 2000 Issues and, to be the best of Borrower's knowledge, has a
realistic and achievable program for remediating the Year 2000 Issues on a
timely basis (the "Year 2000 Program"). Based on such assessment and on the Year
2000 Program the Borrower does not reasonably anticipate that Year 2000 Issues
will have a Material Adverse Effect.

         5.20. Solvency. (i) Immediately after the consummation of the
transactions to occur on the date hereof and immediately following the making of
each Loan, if any, made on the date hereof and after giving effect to the
application of the proceeds of such Loans, (a) the fair value of the assets of
the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation,
will exceed the debts and liabilities, subordinated, contingent or otherwise, of
the Borrower and its Subsidiaries on a consolidated basis; (b) the present fair
saleable value of the Property of the Borrower and its Subsidiaries on a
consolidated basis will be greater than the amount that will be required to pay
the probable liability of the Borrower and its Subsidiaries on a consolidated
basis on their debts and other liabilities, subordinated, contingent or
otherwise, as such debts and other liabilities become absolute and matured; (c)
the Borrower and its Subsidiaries on a consolidated basis will be able to pay
their debts and liabilities, subordinated, contingent or otherwise, as such
debts and liabilities become absolute and matured; and (d) the Borrower and its
Subsidiaries on a consolidated basis will not have unreasonably small capital
with which to conduct the businesses in which they are engaged as such
businesses are now conducted and are proposed to be conducted after the date
hereof. The Borrower does not intend to, or to permit any of its Subsidiaries
to, and does not believe that it or any of its Subsidiaries will, incur debts
beyond its ability to pay such debts as they mature, taking into account the
timing of and amounts of cash to be received by it or any such Subsidiary and
the timing of the amounts of cash to be payable on or in respect of its
Indebtedness or the Indebtedness of any such Subsidiary.





                                       23
<PAGE>   29


                                   ARTICLE VI

                                    COVENANTS


         During the term of this Agreement, unless the Required Lenders shall
otherwise consent in writing:

         6.1. Financial Reporting. The Borrower will maintain, for itself and
for each Subsidiary, a system of accounting established and administered in
accordance with Agreement Accounting Principles, and furnish to the Lenders:

      (i)     Within 90 days after the close of each of Borrower's fiscal years,
              an unqualified audit report certified by independent certified
              public accountants acceptable to the Lenders, prepared in
              accordance with Agreement Accounting Principles on a consolidated
              and consolidating basis (consolidating statements need not be
              certified by such accountants) for Borrower and its Subsidiaries,
              including balance sheets as of the end of such period, related
              profit and loss statement, statement of changes in shareholders
              equity and statement of cash flows, accompanied by a certificate
              of said accountants that, in the course of their examination
              necessary for their certification of the foregoing, they have
              obtained no knowledge of any Default or Unmatured Default, or if,
              in the opinion of such accountants, any Default or Unmatured
              Default shall exist, stating the nature and status thereof.

      (ii)    Within 45 days after the close of each of Borrower's fiscal
              quarters of the Borrower and its Subsidiaries, consolidated and
              consolidating unaudited balance sheets as at the close of each
              fiscal quarter and consolidated and consolidating profit and loss
              statements, statement of changes in shareholders equity, and
              statement of cash flows for the period from the beginning of such
              fiscal year to the end of such quarter, all certified by its chief
              financial officer.

      (iii)   Together with the financial statements required under Sections
              6.1(i) and (ii), a Compliance Certificate.

      (iv)    Within 45 days of the close of each of Borrower's fiscal quarter,
              a report of the backlog and work in progress of the Borrower and
              each Subsidiary as of the close of such quarter, in form and
              substance satisfactory to the Agent.

      (v)     Within 45 days after the close of each of Borrower's fiscal
              quarters, an accounts receivable aging report for the Borrower and
              each of its Subsidiaries as of the close of such quarter, in form
              and substance satisfactory to the Agent (including notations
              indicating which accounts receivable are supported by letters of
              credit issued or confirmed by banks located in the United States).

      (vi)    As soon as available, but in any event within 30 days after the
              beginning of each of Borrower's fiscal year, a copy of the plan
              and forecast (including a projected consolidated and consolidating
              balance sheet, income statement and funds flow statement) of the
              Borrower and its Subsidiaries for each fiscal quarter of such
              fiscal year and for such fiscal year as a whole.

      (vii)   As soon as possible and in any event within 10 days after the
              Borrower knows that any Reportable Event has occurred with respect
              to any Plan, a statement signed by the chief financial officer of
              the Borrower, describing said Reportable Event and the action
              which the Borrower proposes to take with respect thereto.

      (viii)  As soon as possible and in any event within 10 days after receipt
              by the Borrower, a copy of (a) any notice or claim to the effect
              that the Borrower or any of its Subsidiaries is or may be liable
              to any Person as a result of the release by the Borrower, any of
              its Subsidiaries, or any other Person of any toxic or hazardous
              waste or substance into the environment, and (b) any notice
              alleging any violation of any federal, state or local
              environmental, health or safety law or regulation by the Borrower
              or any of its Subsidiaries, which, in either case, could
              reasonably be expected to have a Material Adverse Effect.



                                       24
<PAGE>   30

      (ix)    Promptly upon the furnishing thereof to the shareholders of the
              Borrower, copies of all financial statements, reports and proxy
              statements so furnished.

      (x)     Promptly upon the filing thereof, copies of all registration
              statements and annual, quarterly, monthly or other regular reports
              which the Borrower or any of its Subsidiaries files with the
              Securities and Exchange Commission.

      (xi)    Such other information (including non-financial information) as
              the Agent or any Lender may from time to time reasonably request.

         6.2. Use of Proceeds. The Borrower will, and will cause each Subsidiary
to, use the proceeds of the Term Loan solely to refinance indebtedness of the
Borrower and Subsidiaries existing on the Closing Date. The Borrower will, and
will cause each Subsidiary to use the proceeds of the Revolving Loan for one or
more of the following: (i) to refinance existing indebtedness of the Borrower
and its Subsidiaries existing on the Closing Date, (ii) for Capital Expenditures
and acquisitions of shares or assets of other Persons permitted by this
Agreement, up to the aggregate amount of $5,000,000, and (iii) for general
corporate purposes. The Borrower will not, nor will it permit any of its
Subsidiaries to, use any of the proceeds of the Advances to purchase or carry
any "margin stock" (as defined in Regulation U).

         6.3. Notice of Default. The Borrower will (a) give prompt notice in
writing to the Lenders of the occurrence of any Default or Unmatured Default and
of any other development, financial or otherwise (including, without limitation,
developments with respect to Year 2000 Issues), which could reasonably be
expected to have a Material Adverse Effect, and (b) promptly advise by written
notice to the Agent of any material inaccuracy in any representation or warranty
set forth in Article V which occurs due to events or circumstances arising after
the Closing Date (whether or not the subject of such inaccuracy could reasonably
be expected to cause or give rise to a Material Adverse Effect).

         6.4. Conduct of Business. The Borrower will, and will cause each of its
Subsidiaries to, carry on and conduct its business in substantially the same
manner and in substantially the same fields of enterprise as it is presently
conducted and do all things necessary to remain duly incorporated or organized,
validly existing and (to the extent such concept applies to such entity) in good
standing as a domestic corporation, partnership or limited liability company in
its jurisdiction of incorporation or organization, as the case may be, and
maintain all requisite authority to conduct its business in each jurisdiction in
which its business is conducted.

         6.5. Taxes. The Borrower will, and will cause each of its Subsidiaries
to, timely file complete and correct United States federal and applicable
foreign, state and local tax returns required by law and pay when due all taxes,
assessments and governmental charges and levies upon it or its income, profits
or Property, except those which are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves have been set aside in
accordance with Agreement Accounting Principles.

         6.6. Insurance. The Borrower will, and will cause each of its
Subsidiaries to, maintain with financially sound and reputable insurance
companies insurance on all their Property in such amounts and covering such
risks as is consistent with sound business practice, or as otherwise provided in
the Collateral Documents, and the Borrower will furnish to any Lender upon
request full information as to the insurance carried.

         6.7. Compliance with Laws; Environmental Matters. (a) The Borrower
will, and will cause each of its Subsidiaries to, comply with all laws, rules,
regulations, orders, writs, judgments, injunctions, decrees or awards to which
it or its Property may be subject including, without limitation, Regulations U,
T, and X of the Board of Governors of the Federal Reserve System, and also
including, without limitation, ERISA and Environmental Laws.

         (b) The Borrower will, and will cause each of its Subsidiaries to, and
will use its best efforts to cause each of their agents, contractors and
sub-contractors (while such Persons are acting within the scope of their




                                       25
<PAGE>   31

contractual relationship with the Borrower or the Subsidiaries) to comply in all
material respects with all applicable Environmental Laws, and to prevent the
unauthorized release, discharge, disposal, escape or spill of hazardous
substances on or about the properties owned or operated by the Borrower or the
Subsidiaries.

         (c) Attached as Schedule 4 hereto is the Borrower's response to
findings ("Response") of the environmental engineer who prepared the Phase I
environmental study on the land owned by the Borrower at the Port of Iberia. The
Borrower will, and will cause any applicable subsidiary to, complete all of the
items listed under the column "Solution" on the Responses within the time
periods listed under the column "Timing" on the Responses.

         6.8. Maintenance of Properties. The Borrower will, and will cause each
of its Subsidiaries to, do all things necessary to maintain, preserve, protect
and keep its Property in good repair, working order and condition, and make all
necessary and proper repairs, renewals and replacements so that its business
carried on in connection therewith may be properly conducted at all times.

         6.9. Inspection. The Borrower will, and will cause each of its
Subsidiaries to, permit the Agent and the Lenders, by their respective
representatives and agents, to inspect any of the Property, books and financial
records of the Borrower and each of its Subsidiaries, to examine and make copies
of the books of accounts and other financial records of the Borrower and each of
its Subsidiaries, and to discuss the affairs, finances and accounts of the
Borrower and each of its Subsidiaries with, and to be advised as to the same by,
their respective officers at such reasonable times and intervals, subject to
prior reasonable notice and during business hours, as the Agent or any Lender
may designate.

         6.10. Dividends. The Borrower will not, nor will it permit any of its
Subsidiaries to, declare or pay any dividends or make any distributions on its
capital stock (other than dividends payable in its own capital stock) or redeem,
repurchase or otherwise acquire or retire any of its capital stock at any time
outstanding, except that any Subsidiary may declare and pay dividends or make
distributions to the Borrower or to a Wholly-Owned Subsidiary.

         6.11. Indebtedness. The Borrower will not, nor will it permit any of
its Subsidiaries to, create, incur or suffer to exist any Indebtedness, except:

      (i)         The Loans.

      (ii)        Indebtedness arising under Rate Management Transactions
                  related to the Loans.

      (iii)       Trade credit or other contractual obligations to acquire
                  goods, supplies, and services, including, without limitation,
                  obligations incurred to employees for compensation for
                  services rendered in the ordinary course of business, or
                  merchandise on terms similar to those granted to purchasers in
                  similar lines of business as Borrower as of the date hereof
                  and incurred in the ordinary course of business.

      (iv)        Rental payments on Operating Leases.

      (v)         Deferred taxes.

      (vi)        Unfunded pension fund and other employee benefit plan
                  obligations and liabilities, but only to the extent they are
                  permitted to remain unfunded under applicable law.

      (vii)       Indebtedness to secure the unpaid purchase price of equipment
                  used in the operations of the Borrower and its Subsidiaries up
                  to the aggregate amount of $500,000 at any one time.

      (viii)      Endorsements for collection, deposits or negotiation and
                  warranties or products or services, in each case incurred in
                  the ordinary course of business.



                                       26
<PAGE>   32

      (ix)        Indebtedness in respect of performance, surety or appeal bonds
                  obtained in the ordinary course of Borrower's or any
                  Subsidiary' business.

     (x)          Indebtedness  from the  Borrower  in favor  of one or more of
                  its Subsidiaries or from one or more of its Subsidiaries in
                  favor of the Borrower.

         6.12. Merger. The Borrower will not, nor will it permit any of its
Subsidiaries to, merge or consolidate with or into any other Person, except that
a Subsidiary may merge into the Borrower or a Wholly-Owned Subsidiary, the
Borrower or a Subsidiary may merge with another Person to affect an Acquisition
permitted by Section 6.14.

         6.13.    Sale of Assets.  The  Borrower  will not, nor will it permit
any of its Subsidiaries to, lease, sell or otherwise dispose of its Property to
any other Person, except:

      (i)         Sales of inventory in the ordinary course of business.

      (ii)        Leases, sales or other dispositions of its Property that,
                  together with all other Property of the Borrower and its
                  Subsidiaries previously leased, sold or disposed of (other
                  than inventory in the ordinary course of business) as
                  permitted by this Section during the twelve-month period
                  ending with the month in which any such lease, sale or other
                  disposition occurs, do not constitute a Substantial Portion of
                  the Property of the Borrower and its Subsidiaries.

      (iii)       Transfers of Property among the Borrower and its Subsidiaries.

      (iv)        A sale of assets which are promptly replaced thereafter by
                  assets of a similar type and value.

      (v)         Obsolete or worn-out equipment sold in the ordinary course of
                  business.

         6.14. Investments and Acquisitions. The Borrower will not, nor will it
permit any of its Subsidiaries to, make or suffer to exist any Investments or to
make any Acquisition of any Person, except:

      (i)         Short-term obligations of, or fully guaranteed by, the United
                  States of America, commercial paper rated A-1 or better by S&P
                  or P-1 or better by Moody's, demand deposit accounts
                  maintained in the ordinary course of business, and
                  certificates of deposit issued by, and time deposits with,
                  commercial banks (whether domestic or foreign) having capital
                  and surplus in excess of $100,000,000 or with any Lender;
                  provided in each case that the same provides for payment of
                  both principal and interest (and not principal alone or
                  interest alone) and is not subject to any contingency
                  regarding the payment of principal or interest.

      (ii)        Existing Investments in Subsidiaries and other Investments in
                  existence on the date hereof and described as follows:

      (iii)       Future acquisitions of substantially all of the shares or
                  assets of another Person in a single transaction, for a total
                  consideration of not more than $5,000,000 for each
                  transaction.

      (iv)        Acquisition of current assets or liabilities arising from the
                  sale or lease or goods, the rendition of services or the
                  extension of credit in the ordinary course of business of the
                  Borrowers and its Subsidiaries, including, without limitation,
                  investments in accounts, contract rights, chattel paper and
                  notes receivable.

      (v)         Advances to officers, shareholders, and employees of Borrower
                  not to exceed $100,000 in the aggregate at any one time.

      (vi)        Rate Management Obligations in favor of any Lender.



                                       27
<PAGE>   33

      (vii)       Advances or Investments by the Borrower in or to any one or
                  more of its Subsidiaries or by any Subsidiary in or to the
                  Borrower or any other Subsidiary.

         6.15. Liens. The Borrower will not, nor will it permit any of its
Subsidiaries to, create, incur, or suffer to exist any Lien in, of or on the
Property of the Borrower or any of its Subsidiaries, except for the following
(collectively, the "Permitted Liens"):

      (i)         Liens for taxes, assessments or governmental charges or levies
                  on its Property if the same shall not at the time be
                  delinquent or thereafter can be paid without penalty, or are
                  being contested in good faith and by appropriate proceedings
                  and for which adequate reserves in accordance with Agreement
                  Accounting Principles shall have been set aside on its books.

      (ii)        Liens imposed by law, such as carriers', warehousemen's and
                  mechanics' liens and other similar liens arising in the
                  ordinary course of business which secure payment of
                  obligations not more than 60 days past due or which are being
                  contested in good faith by appropriate proceedings and for
                  which adequate reserves shall have been set aside on its
                  books.

      (iii)       Liens arising out of pledges or deposits under worker's
                  compensation laws, unemployment insurance, old age pensions,
                  or other social security or retirement benefits, or similar
                  legislation.

      (iv)        Utility easements, building restrictions and such other
                  encumbrances or charges against real property as are of a
                  nature generally existing with respect to properties of a
                  similar character and which do not in any material way affect
                  the marketability of the same or interfere with the use
                  thereof in the business of the Borrower or its Subsidiaries.

      (v)         Liens in favor of the Agent, for the benefit of the Lenders,
                  granted pursuant to any Collateral Document.

      (vi)        Liens constituting purchase money security interests in
                  equipment securing Indebtedness permitted by Section 6.11
                  (vii).

      (vii)       Attachment, judgment and other similar, non-tax Liens in
                  connection with court proceedings, but only if and for so long
                  as the execution or other enforcement of such Liens is and
                  continues to be effectively stayed and bonded on appeal in a
                  manner reasonably satisfactory to Lenders for the full amount
                  of such Liens, the validity and amount of the claims secured
                  thereby are being actively contested in good faith and by
                  appropriate lawful proceedings, such Liens do not, in the
                  aggregate, materially detract from the value of the Property
                  of the Borrower or any of its Subsidiaries or materially
                  impair the use thereof in the operation of the Borrower's or
                  any of its Subsidiaries' business and such Liens are and
                  remain junior in priority to the Liens in favor of the Lender.

      (viii)      Lien in favor of Internal Revenue Service described in Section
                  5.6.

         6.16. Year 2000. The Borrower will take and will cause each of its
Subsidiaries to take all such actions as are reasonably necessary to
successfully implement the Year 2000 Program and to assure that Year 2000 Issues
will not have a Material Adverse Effect. At the request of the Agent, the
Borrower will provide a description of the Year 2000 Program, together with any
updates or progress reports with respect thereto.

         6.17. Transactions with Affiliates. The Borrower will not, and will not
permit any of its Subsidiaries to, enter into any transaction (including,
without limitation, the purchase or sale of any Property or service) with, or
make any payment or transfer to, any Affiliate except in the ordinary course of
business and pursuant to the reasonable requirements of the Borrower's or such
Subsidiary's business and upon fair and reasonable terms no less favorable to
the Borrower or such Subsidiary than the Borrower or such Subsidiary would
obtain in a comparable arms-length transaction.



                                       28
<PAGE>   34

         6.18 Appraisals. The Agent shall have the right to order and obtain
appraisals from a nationally recognized firm reasonably acceptable to the Agent,
and in form and substance satisfactory to the Agent, of the fair market value of
all of the fixed assets (including property, plant and equipment) of the
Borrower and its Subsidiaries, at the Borrower's expense, once prior to the
Revolving Loan Termination Date. The Borrower shall cooperate with the Agent and
the appraiser so as to facilitate the delivery of the appraisal within 60 days
after the Agent's request therefor.

         6.19 Financial Covenants.

         6.19.1 Maximum Funded Indebtedness to Tangible Net Worth Ratio. The
Borrower will not permit the ratio, determined as of the end of each fiscal
quarter, of (i) Funded Indebtedness to (ii) Tangible Net Worth to be greater
than the following:

<TABLE>
<CAPTION>
         Period                                               Maximum Ratio
         ------                                               -------------
<S>                                                           <C>     <C>
         Closing Date through December 31, 2000               0.75 to 1.00
         January 1, 2001and thereafter                        0.50 to 1.00
</TABLE>

         6.19.2 Maximum Funded Indebtedness to EBITDA Ratio. The Borrower will
not permit the ratio, determined as of the end of each fiscal quarter, of (i)
Funded Indebtedness to (ii) EBITDA for the then most-recently ended four fiscal
quarters, to be greater than the following:

<TABLE>
<CAPTION>
         Period                                                        Maximum Ratio
         ------                                                        -------------
<S>                                                                    <C>
         Closing Date through December 31,1999                         4.00 to 1.00
         January 1, 2000 through June 30, 2000                         2.75 to 1.00
         July 1,  2000 through December 31, 2000                       2.25 to 1.00
         January 1, 2001 and thereafter                                2.00 to 1.00
</TABLE>

         6.19.3 Minimum Fixed Charge Coverage Ratio. The Borrower will not
permit the ratio, determined as of the end of each fiscal quarter, of (i) the
sum of EBITDA plus Capitalized Lease Expenses, plus Rental Expense, minus cash
Income Taxes actually paid, minus cash dividends actually paid, minus Capital
Expenditures actually incurred to maintain the then current level of operation
of the Borrower and its Subsidiaries, or $250,000 per year (whichever is
greater), to (ii) the sum of Capitalized Lease Expenses, plus Rental Expense,
plus Interest Expense, plus scheduled principal payments (excluding any
mandatory prepayments) made on Funded Indebtedness, in each case for the then
most recently ended four fiscal quarters (except that for December 31, 1999 and
March 31, 2000, for the then most recently ended fiscal quarter), to be less
than the following:

<TABLE>
<CAPTION>
         Period                                                        Maximum Ratio
         ------                                                        -------------
<S>                                                                    <C>
         Closing Date through June 30, 2000                            1.20 to 1.00
         July 1, 2000 through December 31, 2000                        1.30 to 1.00
         January 1, 2001 and thereafter                                1.50 to 1.00
</TABLE>

         6.19.4 Minimum Current Ratio. The Borrower will not permit the ratio,
determined as of the end of each fiscal quarter, of current assets to current
liabilities to be less than 1.50 to 1.00.


                                   ARTICLE VII

                                    DEFAULTS

The occurrence of any one or more of the following events shall constitute a
Default:

         7.1. Any representation or warranty made or deemed made by or on behalf
of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or
in connection with this Agreement, any Loan, or any




                                       29
<PAGE>   35

certificate or information delivered in connection with this Agreement or any
other Loan Document shall be materially false on the date as of which made.

         7.2. Nonpayment of any interest or principal on the Loan, or nonpayment
of any commitment fee or other obligations under any of the Loan Documents, or
nonpayment of any Rate Management Obligations to any Lender, or nonpayment of
any reimbursement oblligations to a Lender under any Letter of Credit, in each
case within five days after the same becomes due.

         7.3. The breach by the Borrower of any of the terms or provisions of
Section 6.2, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 and 6.19.

         7.4. The breach by the Borrower (other than a breach which constitutes
a Default under another Section of this Article VII) of any of the terms or
provisions of this Agreement or any other Loan Document which is not remedied
within 30 days after written notice from the Agent or any Lender.

         7.5. Failure of the Borrower or any of its Subsidiaries to pay when due
any Indebtedness to any Person other than the Lenders aggregating in excess of
$500,000 ("Material Indebtedness"); or the default by the Borrower or any of its
Subsidiaries in the performance (beyond the applicable grace period with respect
thereto, if any) of any term, provision or condition contained in any agreement
under which any such Material Indebtedness was created or is governed, or any
other event shall occur or condition exist, the effect of which default or event
is to cause, or to permit the holder or holders of such Material Indebtedness to
cause, such Material Indebtedness to become due prior to its stated maturity; or
any Material Indebtedness of the Borrower or any of its Subsidiaries shall be
declared to be due and payable or required to be prepaid or repurchased (other
than by a regularly scheduled payment) prior to the stated maturity thereof; or
the Borrower or any of its Subsidiaries shall not pay, or admit in writing its
inability to pay, its debts generally as they become due.

         7.6. The Borrower or any of its Subsidiaries shall (i) have an order
for relief entered with respect to it under the Federal bankruptcy laws as now
or hereafter in effect, (ii) make an assignment for the benefit of creditors,
(iii) apply for, seek, consent to, or acquiesce in, the appointment of a
receiver, custodian, trustee, examiner, liquidator or similar official for it or
any Substantial Portion of its Property, (iv) institute any proceeding seeking
an order for relief under the Federal bankruptcy laws as now or hereafter in
effect or seeking to adjudicate it a bankrupt or insolvent, or seeking
dissolution, winding up, liquidation, reorganization, arrangement, adjustment or
composition of it or its debts under any law relating to bankruptcy, insolvency
or reorganization or relief of debtors or fail to file an answer or other
pleading denying the material allegations of any such proceeding filed against
it, (v) take any corporate or partnership action to authorize or effect any of
the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in
good faith any appointment or proceeding described in Section 7.7.

         7.7. Without the application, approval or consent of the Borrower or
any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar
official shall be appointed for the Borrower or any of its Subsidiaries or any
Substantial Portion of its Property, or a proceeding described in Section
7.6(iv) shall be instituted against the Borrower or any of its Subsidiaries and
such appointment continues undischarged or such proceeding continues undismissed
or unstayed for a period of 30 consecutive days.

         7.8. Any court, government or governmental agency shall condemn, seize
or otherwise appropriate, or take custody or control of, all or any portion of
the Property of the Borrower and its Subsidiaries which, when taken together
with all other Property of the Borrower and its Subsidiaries so condemned,
seized, appropriated, or taken custody or control of, during the twelve-month
period ending with the month in which any such action occurs, constitutes a
Substantial Portion.

         7.9. The Borrower or any of its Subsidiaries shall fail within 60 days
to pay, bond or otherwise discharge one or more (i) judgments or orders for the
payment of money in excess of $100,000 (or the equivalent thereof in currencies
other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or
orders which, individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect, which




                                       30
<PAGE>   36

judgment(s), in any such case, is/are not stayed on appeal or otherwise being
appropriately contested in good faith.

         7.10. Any Change in Control shall occur.

         7.11. Any Collateral Document shall for any reason fail to create a
valid and perfected first priority security interest in any Substantial Portion
of the collateral purported to be covered thereby, except as permitted by the
terms of any Collateral Document, or any Collateral Document shall fail to
remain in full force or effect or any action shall be taken to discontinue or to
assert the invalidity or unenforceability of any Collateral Document, or the
Borrower shall fail to comply with any of the terms or provisions of any
Collateral Document.


                                  ARTICLE VIII

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES


         8.1. Acceleration. If any Default described in Section 7.6 or 7.7
occurs with respect to the Borrower, the obligations of the Lenders to make
Loans hereunder shall automatically terminate and the Obligations shall
immediately become due and payable without any election or action on the part of
the Agent or any Lender. If any other Default occurs, the Required Lenders (or
the Agent with the consent of the Required Lenders) may terminate or suspend the
obligations of the Lenders to make Loans hereunder, or declare the Obligations
to be due and payable, or both, whereupon the Obligations shall become
immediately due and payable, without presentment, demand, protest or notice of
any kind, all of which the Borrower hereby expressly waives.

If, within 30 days after acceleration of the maturity of the Obligations or
termination of the obligations of the Lenders to make Loans hereunder as a
result of any Default (other than any Default as described in Section 7.6 or 7.7
with respect to the Borrower) and before any judgment or decree for the payment
of the Obligations due shall have been obtained or entered, the Required Lenders
(in their sole discretion) shall so direct, the Agent shall, by notice to the
Borrower, rescind and annul such acceleration and/or termination.

         8.2. Amendments. Subject to the provisions of this Article VIII, the
Required Lenders (or the Agent with the consent in writing of the Required
Lenders) and the Borrower may enter into agreements supplemental hereto for the
purpose of adding or modifying any provisions to the Loan Documents or changing
in any manner the rights of the Lenders or the Borrower hereunder or waiving any
Default hereunder; provided, however, that no such supplemental agreement shall,
without the consent of each Lender affected thereby:

      (i)         Extend the maturity of Loan, or extend or postpone any payment
                  of principal and/or interest due under any Loan, or forgive
                  all or any portion of the principal amount of any Loan, or
                  reduce the rate or extend the time of payment of interest or
                  fees thereon, or forebear in the collection of any Loan, or
                  grant a payment moratorium on any Loan; or amend the
                  definitions of "Alternate Base Rate," "Aplicable Margain",
                  "Eurodollar Base Rate", "Eurodollar Interest Period," or
                  "Eurodollar Rate" or amend the Pricing Schedule.

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

    (iii)         Extend the Revolving Loan Termination Date or the Term Loan
                  Termination Date, or increase or reduce the amount of the
                  Aggregate Revolving Loan Commitment or of the Revolving Loan
                  Commitment of any Lender hereunder, or of the Aggregate Term
                  Loan Commitment or of the Term Loan Commitment of any Lender
                  hereunder, or permit the Borrower to assign its rights under
                  this Agreement.

     (iv)         Amend this Section 8.2.



                                       31
<PAGE>   37

      (v)         Except as provided in the Collateral Documents, release all or
                  any Substantial Portion of the Collateral (including any
                  guarantor of the Secured Obligations); provided, however, that
                  the Agent may release any Collateral in order to give effect
                  to, or otherwise in connection with, any asset sale, lease or
                  other disposition, or secured financing or other financing
                  transaction permitted by this Agreement, in which case the
                  Lenders authorize the Agent to execute and deliver any and all
                  related release documents without the further consent of any
                  Lender.

     (vi)         Waive any Default if the practical effect of such waiver
                  allows the Agent and/or Required Lenders to effectuate any of
                  the items or matters listed in clauses (i) through (v) of this
                  Section 8.2 (except that any waiver or amendments of the
                  financial covenants set forth in Section 6.19 shall require
                  the consent of the Required Lenders).

No amendment of any provision of this Agreement relating to the Agent shall be
effective without the written consent of the Agent. The Agent may waive payment
of the fee required under Section 12.3.2 without obtaining the consent of any
other party to this Agreement.

         8.3. Preservation of Rights. No delay or omission of the Lenders or the
Agent to exercise any right under the Loan Documents shall impair such right or
be construed to be a waiver of any Default or an acquiescence therein, and the
making of a Loan notwithstanding the existence of a Default or the inability of
the Borrower to satisfy the conditions precedent to such Loan shall not
constitute any waiver or acquiescence. Any single or partial exercise of any
such right shall not preclude other or further exercise thereof or the exercise
of any other right, and no waiver, amendment or other variation of the terms,
conditions or provisions of the Loan Documents whatsoever shall be valid unless
in writing signed by the Lenders required pursuant to Section 8.2, and then only
to the extent in such writing specifically set forth. All remedies contained in
the Loan Documents or by law afforded shall be cumulative and all shall be
available to the Agent and the Lenders until the Secured Obligations have been
paid in full.

                                   ARTICLE IX

                               GENERAL PROVISIONS


         9.1. Survival of Representations. All representations and warranties of
the Borrower contained in this Agreement shall survive the making of the Loans
herein contemplated.

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

         9.3. Headings. Section headings in the Loan Documents are for
convenience of reference only, and shall not govern the interpretation of any of
the provisions of the Loan Documents.

         9.4. Entire Agreement. The Loan Documents embody the entire agreement
and understanding among the Borrower, the Agent and the Lenders and supersede
all prior agreements and understandings among the Borrower, the Agent and the
Lenders relating to the subject matter thereof other than the fee letter
described in Section 10.13.

         9.5. Several Obligations; Benefits of this Agreement. The respective
obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other (except to the extent to which the
Agent is authorized to act as such). The failure of any Lender to perform any of
its obligations hereunder shall not relieve any other Lender from any of its
obligations hereunder. This Agreement shall not be construed so as to confer any
right or benefit upon any Person other than the parties to this Agreement and
their respective successors and assigns, provided, however, that the parties
hereto expressly agree that the Arranger shall enjoy the benefits of the
provisions of Sections 9.6, 9.10 and 10.11 to the extent specifically set forth
therein and



                                       32
<PAGE>   38

shall have the right to enforce such provisions on its own behalf and in its own
name to the same extent as if it were a party to this Agreement.

         9.6. Expenses; Indemnification. (i) The Borrower shall reimburse the
Agent and the Arranger for any costs, internal charges and out-of-pocket
expenses (including attorneys' fees and time charges of attorneys for the Agent,
which attorneys may be employees of the Agent) paid or incurred by the Agent or
the Arranger in connection with the preparation, negotiation, execution,
delivery, syndication, review, amendment, modification, and administration of
the Loan Documents. The Borrower also agrees to reimburse the Agent, the
Arranger and the Lenders for any costs, internal charges and out-of-pocket
expenses (including attorneys' fees and time charges of attorneys for the Agent,
the Arranger and the Lenders, which attorneys may be employees of the Agent, the
Arranger or the Lenders) paid or incurred by the Agent, the Arranger or any
Lender in connection with the collection and enforcement of the Loan Documents.
Expenses being reimbursed by the Borrower under this Section include, without
limitation, the cost and expense of obtaining an appraisal of each parcel of
real property or interest in real property described in the relevant Collateral
Documents, which appraisal shall be in conformity with the applicable
requirements of any law or any governmental rule, regulation, policy, guideline
or directive (whether or not having the force of law), or any interpretation
thereof, including, without limitation, the provisions of Title XI of the
Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended,
reformed or otherwise modified from time to time, and any rules promulgated to
implement such provisions, and costs and expenses incurred in connection with
the Reports described in the following sentence. The Borrower acknowledges that
from time to time the Agent may prepare and may distribute to the Lenders (but
shall have no obligation or duty to prepare or to distribute to the Lenders)
certain audit reports (the "Reports") pertaining to the Borrower's assets for
internal use by the Agent from information furnished to it by or on behalf of
the Borrower, after the Agent has exercised its rights of inspection pursuant to
this Agreement.

         (ii) The Borrower hereby further agrees to indemnify the Agent, the
Arranger, each Lender, their respective affiliates, and each of their directors,
officers and employees against all losses, claims, damages, penalties,
judgments, liabilities and expenses (including, without limitation, all expenses
of litigation or preparation therefor whether or not the Agent, the Arranger,
any Lender or any affiliate is a party thereto) which any of them may pay or
incur arising out of or relating to this Agreement, the other Loan Documents,
the transactions contemplated hereby or the direct or indirect application or
proposed application of the proceeds of any Loan hereunder except to the extent
that they are determined in a final non-appealable judgment by a court of
competent jurisdiction to have resulted from the gross negligence or willful
misconduct of the party seeking indemnification. The obligations of the Borrower
under this Section 9.6 shall survive the termination of this Agreement.

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

         9.8. Accounting. Except as provided to the contrary herein, all
accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with Agreement Accounting
Principles.

         9.9. Severability of Provisions. Any provision in any Loan Document
that is held to be inoperative, unenforceable, or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable, or invalid
without affecting the remaining provisions in that jurisdiction or the
operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan Documents are declared
to be severable.

         9.10. Nonliability of Lenders. The relationship between the Borrower on
the one hand and the Lenders and the Agent on the other hand shall be solely
that of borrower and lender. Neither the Agent, the Arranger nor any Lender
shall have any fiduciary responsibilities to the Borrower. Neither the Agent,
the Arranger nor any Lender undertakes any responsibility to the Borrower to
review or inform the Borrower of any matter in connection with any phase of the
Borrower's business or operations. The Borrower agrees that neither the Agent,
the Arranger nor any Lender shall have liability to the Borrower (whether
sounding in tort, contract or




                                       33
<PAGE>   39

otherwise) for losses suffered by the Borrower in connection with, arising out
of, or in any way related to, the transactions contemplated and the relationship
established by the Loan Documents, or any act, omission or event occurring in
connection therewith, unless it is determined in a final non-appealable judgment
by a court of competent jurisdiction that such losses resulted from the gross
negligence or willful misconduct of the party from which recovery is sought.
Neither the Agent, the Arranger nor any Lender shall have any liability with
respect to, and the Borrower hereby waives, releases and agrees not to sue for,
any special, indirect or consequential damages suffered by the Borrower in
connection with, arising out of, or in any way related to the Loan Documents or
the transactions contemplated thereby.

         9.11. Confidentiality. Each Lender agrees to hold any confidential
information which it may receive from the Borrower pursuant to this Agreement in
confidence, except for disclosure (i) to its Affiliates and to other Lenders and
their respective Affiliates, (ii) to legal counsel, accountants, and other
professional advisors to such Lender or to a Transferee, (iii) to regulatory
officials, (iv) to any Person as requested pursuant to or as required by law,
regulation, or legal process, (v) to any Person in connection with any legal
proceeding to which such Lender is a party, (vi) to such Lender's direct or
indirect contractual counterparties in swap agreements or to legal counsel,
accountants and other professional advisors to such counterparties, and (vii)
permitted by Section 12.4.

         9.12. Nonreliance. Each Lender hereby represents that it is not relying
on or looking to any margin stock (as defined in Regulation U of the Board of
Governors of the Federal Reserve System) for the repayment of the Loans provided
for herein.

         9.13. Disclosure The Borrower and each Lender hereby (i) acknowledge
and agree that the Agent and/or its Affiliates from time to time may hold
investments in, make other loans to or have other relationships with the
Borrower and its Affiliates, and (ii) waive any liability of the Agent or such
Affiliate of the Agent to the Borrower or any Lender, respectively, arising out
of or resulting from such investments, loans or relationships other than
liabilities arising out of the gross negligence or willful misconduct of the
Agent or its Affiliates.

                                    ARTICLE X

                                    THE AGENT

         10.1. Appointment; Nature of Relationship. Bank One, Louisiana,
National Association is hereby appointed by each of the Lenders as its
contractual representative (herein referred to as the "Agent") hereunder and
under each other Loan Document, and each of the Lenders irrevocably authorizes
the Agent to act as the contractual representative of such Lender with the
rights and duties expressly set forth herein and in the other Loan Documents.
The Agent agrees to act as such contractual representative upon the express
conditions contained in this Article X. Notwithstanding the use of the defined
term "Agent," it is expressly understood and agreed that the Agent shall not
have any fiduciary responsibilities to any Lender by reason of this Agreement or
any other Loan Document and that the Agent is merely acting as the contractual
representative of the Lenders with only those duties as are expressly set forth
in this Agreement and the other Loan Documents. In its capacity as the Lenders'
contractual representative, the Agent (i) does not hereby assume any fiduciary
duties to any of the Lenders, (ii) is a "representative" of the Lenders within
the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting
as an independent contractor, the rights and duties of which are limited to
those expressly set forth in this Agreement and the other Loan Documents. Each
of the Lenders hereby agrees to assert no claim against the Agent on any agency
theory or any other theory of liability for breach of fiduciary duty, all of
which claims each Lender hereby waives.

         10.2. Powers. The Agent shall have and may exercise such powers under
the Loan Documents as are specifically delegated to the Agent by the terms of
each thereof, together with such powers as are reasonably incidental thereto;
provided, however in the event of a conflict between the terms and provisions of
any Loan Document (other than this Agreement) and this Agreement, the terms and
conditions of this Agreement shall control. The Agent shall have no implied
duties to the Lenders, or any obligation to the Lenders to take any action




                                       34
<PAGE>   40

thereunder except any action specifically provided by the Loan Documents,
subject to any limitation contained in this Agreement, to be taken by the Agent.

         10.3. General Immunity. Neither the Agent nor any of its directors,
officers, agents or employees shall be liable to the Borrower, the Lenders or
any Lender for any action taken or omitted to be taken by it or them hereunder
or under any other Loan Document or in connection herewith or therewith except
to the extent such action or inaction is determined in a final non-appealable
judgment by a court of competent jurisdiction to have arisen from the gross
negligence or willful misconduct of such Person.

         10.4. No Responsibility for Loans, Recitals, etc. Neither the Agent nor
any of its directors, officers, agents or employees shall be responsible for or
have any duty to ascertain, inquire into, or verify (a) any statement, warranty
or representation made in connection with any Loan Document or any borrowing
hereunder; (b) the performance or observance of any of the covenants or
agreements of any obligor under any Loan Document, including, without
limitation, any agreement by an obligor to furnish information directly to each
Lender; (c) the satisfaction of any condition specified in Article IV, except
receipt of items required to be delivered solely to the Agent; (d) the existence
or possible existence of any Default or Unmatured Default; (e) the validity,
enforceability, effectiveness, sufficiency or genuineness of any Loan Document
or any other instrument or writing furnished in connection therewith; (f) the
value, sufficiency, creation, perfection or priority of any Lien in any
collateral security; or (g) the financial condition of the Borrower or any
guarantor of any of the Obligations or of any of the Borrower's or any such
guarantor's respective Subsidiaries. The Agent shall have no duty to disclose to
the Lenders information that is not required to be furnished by the Borrower to
the Agent at such time, but is voluntarily furnished by the Borrower to the
Agent (either in its capacity as Agent or in its individual capacity).

         10.5. Action on Instructions of Lenders. Except as may otherwise be
provided in Section 8.2, the Agent shall in all cases be fully protected in
acting, or in refraining from acting, hereunder and under any other Loan
Document in accordance with written instructions signed by the Required Lenders,
and such instructions and any action taken or failure to act pursuant thereto
shall be binding on all of the Lenders. The Lenders hereby acknowledge that the
Agent shall be under no duty to take any discretionary action permitted to be
taken by it pursuant to the provisions of this Agreement or any other Loan
Document unless it shall be requested in writing to do so by the Required
Lenders. The Agent shall be fully justified in failing or refusing to take any
action hereunder and under any other Loan Document unless it shall first be
indemnified to its satisfaction by the Lenders pro rata against any and all
liability, cost and expense that it may incur by reason of taking or continuing
to take any such action.

         10.6. Employment of Agents and Counsel. Except as may otherwise be
provided in Section 8.2, the Agent may execute any of its duties as Agent
hereunder and under any other Loan Document by or through employees, agents, and
attorneys-in-fact and shall not be answerable to the Lenders, except as to money
or securities received by it or its authorized agents, for the default or
misconduct of any such agents or attorneys-in-fact selected by it with
reasonable care. The Agent shall be entitled to advice of counsel concerning the
contractual arrangement between the Agent and the Lenders and all matters
pertaining to the Agent's duties hereunder and under any other Loan Document.

         10.7. Reliance on Documents; Counsel. The Agent shall be entitled to
rely upon any Note, notice, consent, certificate, affidavit, letter, telegram,
statement, paper or document believed by it to be genuine and correct and to
have been signed or sent by the proper person or persons, and, in respect to
legal matters, upon the opinion of counsel selected by the Agent, which counsel
may be employees of the Agent.

         10.8. Agent's Reimbursement and Indemnification. The Lenders agree to
reimburse and indemnify the Agent ratably in proportion to their respective Pro
Rata Shares (i) for any amounts not reimbursed by the Borrower for which the
Agent is entitled to reimbursement by the Borrower under the Loan Documents,
(ii) for any other expenses incurred by the Agent on behalf of the Lenders, in
connection with the preparation, execution, delivery, administration and
enforcement of the Loan Documents (including, without limitation, for any
expenses incurred by the Agent in connection with any dispute between the Agent
and any Lender or between two or more of the Lenders) and (iii) for any
liabilities, obligations, losses, damages, penalties, actions, judgments,



                                       35
<PAGE>   41

suits, costs, expenses or disbursements of any kind and nature whatsoever which
may be imposed on, incurred by or asserted against the Agent in any way relating
to or arising out of the Loan Documents or any other document delivered in
connection therewith or the transactions contemplated thereby (including,
without limitation, for any such amounts incurred by or asserted against the
Agent in connection with any dispute between the Agent and any Lender or between
two or more of the Lenders), or the enforcement of any of the terms of the Loan
Documents or of any such other documents, provided that (a) no Lender shall be
liable for any of the foregoing to the extent any of the foregoing is found in a
final non-appealable judgment by a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of the Agent and (b)
any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding
the provisions of this Section 10.8, be paid by the relevant Lender in
accordance with the provisions thereof. The obligations of the Lenders under
this Section 10.8 shall survive payment of the Obligations and termination of
this Agreement.

         10.9. Notice of Default. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Unmatured Default
hereunder unless the Agent has received written notice from a Lender or the
Borrower referring to this Agreement describing such Default or Unmatured
Default and stating that such notice is a "notice of default". In the event that
the Agent receives such a notice, the Agent shall give prompt notice thereof to
the Lenders.

         10.10. Rights as a Lender. In the event the Agent is a Lender, the
Agent shall have the same rights and powers hereunder and under any other Loan
Document with respect to its Term Loan Commitment, its Revolving Loan Commitment
and its Loans as any Lender and may exercise the same as though it were not the
Agent, and the term "Lender" or "Lenders" shall, at any time when the Agent is a
Lender, unless the context otherwise indicates, include the Agent in its
individual capacity. The Agent and its Affiliates may accept deposits from, lend
money to, and generally engage in any kind of trust, debt, equity or other
transaction, in addition to those contemplated by this Agreement or any other
Loan Document, with the Borrower or any of its Subsidiaries in which the
Borrower or such Subsidiary is not restricted hereby from engaging with any
other Person.

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

         10.12. Successor Agent. The Agent may resign at any time by giving
written notice thereof to the Lenders and the Borrower, such resignation to be
effective upon the appointment of a successor Agent or, if no successor Agent
has been appointed, forty-five days after the retiring Agent gives notice of its
intention to resign. The Agent may be removed at any time with or without cause
by written notice received by the Agent from the Required Lenders, such removal
to be effective on the date specified by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint, on
behalf of the Borrower and the Lenders, a successor Agent. If no successor Agent
shall have been so appointed by the Required Lenders within thirty days after
the resigning Agent's giving notice of its intention to resign, then the
resigning Agent may appoint, on behalf of the Borrower and the Lenders, a
successor Agent. Notwithstanding the previous sentence, the Agent may at any
time without the consent of the Borrower or any Lender, appoint any of its
Affiliates which is a commercial bank as a successor Agent hereunder. If the
Agent has resigned or been removed and no successor Agent has been appointed,
the Lenders may perform all the duties of the Agent hereunder and the Borrower
shall make all payments in respect of the Obligations to the applicable Lender
and for all other purposes shall deal directly with the Lenders. No successor
Agent shall be deemed to be appointed hereunder until such successor Agent has
accepted the appointment. Any such successor Agent shall be a commercial bank
having capital and retained earnings of at least $100,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the resigning or removed Agent. Upon
the effectiveness of the resignation or removal of the Agent, the resigning or
removed Agent shall be discharged from its duties and obligations hereunder and
under the Loan Documents. After the effectiveness



                                       36
<PAGE>   42

of the resignation or removal of an Agent, the provisions of this Article X
shall continue in effect for the benefit of such Agent in respect of any actions
taken or omitted to be taken by it while it was acting as the Agent hereunder
and under the other Loan Documents.

         10.13. Agent's Fee. The Borrower agrees to pay to the Agent and the
Arranger, for their own accounts, the fees agreed to by the Borrower, the Agent
and the Arranger pursuant to that certain letter agreement dated October 6,
1999, or as otherwise agreed from time to time.

         10.14. Delegation to Affiliates. The Borrower and the Lenders agree
that the Agent may delegate any of its duties under this Agreement to any of its
Affiliates. Any such Affiliate (and such Affiliate's directors, officers, agents
and employees) which performs duties in connection with this Agreement shall be
entitled to the same benefits of the indemnification, waiver and other
protective provisions to which the Agent is entitled under Articles IX and X.

         10.15. Execution of Collateral Documents. The Lenders hereby empower
and authorize the Agent to execute and deliver to the Borrower on their behalf
the Collateral Documents and all related financing statements and any financing
statements, agreements, documents or instruments as shall be necessary or
appropriate to effect the purposes of the Collateral Documents.

         10.16. Collateral Releases. The Lenders hereby empower and authorize
the Agent to execute and deliver to the Borrower on their behalf any agreements,
documents or instruments as shall be necessary or appropriate to effect any
releases of Collateral which shall be permitted by the terms hereof or of any
other Loan Document or which shall otherwise have been approved by the Required
Lenders (or, if required by the terms of Section 8.2, all of the Lenders) in
writing.

                                   ARTICLE XI

                            SETOFF; RATABLE PAYMENTS


         11.1. Setoff. In addition to, and without limitation of, any rights of
the Lenders under applicable law, if the Borrower becomes insolvent, however
evidenced, or any Default occurs, any and all deposits (including all account
balances, whether provisional or final and whether or not collected or
available) and any other Indebtedness at any time held or owing by any Lender or
any Affiliate of any Lender to or for the credit or account of the Borrower may
be offset and applied toward the payment of the Obligations owing to such
Lender, whether or not the Obligations, or any part hereof, shall then be due.

         11.2. Ratable Payments. If any Lender, whether by setoff or otherwise,
has payment made to it upon its Loans (other than payments received pursuant to
Section 3.1, 3.2, 3.4 or 3.5) in a greater proportion than that received by any
other Lender, such Lender agrees, promptly upon demand, to purchase a portion of
the Loans held by the other Lenders so that after such purchase each Lender will
hold its ratable proportion of Loans. If any Lender, whether in connection with
setoff or amounts which might be subject to setoff or otherwise, receives
collateral or other protection for its Obligations or such amounts which may be
subject to setoff, such Lender agrees, promptly upon demand, to take such action
necessary such that all Lenders share in the benefits of such collateral ratably
in proportion to their Loans. In case any such payment is disturbed by legal
process, or otherwise, appropriate further adjustments shall be made.

If an amount to be setoff is to be applied to permitted Indebtedness of the
Borrower to a Lender other than Obligations under this Agreement, such amount
shall be applied ratably to such other Indebtedness and to the Obligations.




                                       37
<PAGE>   43

                                   ARTICLE XII

                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

         12.1. Successors and Assigns. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrower and the
Lenders and their respective successors and assigns, except that (i) the
Borrower shall not have the right to assign its rights or obligations under the
Loan Documents and (ii) any assignment by any Lender must be made in compliance
with Section 12.3. The parties to this Agreement acknowledge that clause (ii) of
this Section 12.1 relates only to absolute assignments and does not prohibit
assignments creating security interests, including, without limitation, any
pledge or assignment by any Lender of all or any portion of its rights under
this Agreement and any Note to a Federal Reserve Bank; provided, however, that
no such pledge or assignment creating a security interest shall release the
transferor Lender from its obligations hereunder unless and until the parties
thereto have complied with the provisions of Section 12.3. The Agent may treat
the Person which made any Loan or which holds any Note as the owner thereof for
all purposes hereof unless and until such Person complies with Section 12.3;
provided, however, that the Agent may in its discretion (but shall not be
required to) follow instructions from the Person which made any Loan or which
holds any Note to direct payments relating to such Loan or Note to another
Person. Any assignee of the rights to any Loan or any Note agrees by acceptance
of such assignment to be bound by all the terms and provisions of the Loan
Documents. Any request, authority or consent of any Person, who at the time of
making such request or giving such authority or consent is the owner of the
rights to any Loan (whether or not a Note has been issued in evidence thereof),
shall be conclusive and binding on any subsequent holder or assignee of the
rights to such Loan.

         12.2. Participations

         12.2.1. Permitted Participants; Effect. Any Lender may, in the ordinary
course of its business and in accordance with applicable law, at any time sell
to one or more banks or other entities ("Participants") participating interests
in any Obligations owing to such Lender, any Note held by such Lender, any
Revolving Loan Commitment or Term Loan Commitment of such Lender or any other
interest of such Lender under the Loan Documents, or any Letter of Credit issued
by said Lender. In the event of any such sale by a Lender of participating
interests to a Participant, such Lender's obligations under the Loan Documents
shall remain unchanged, such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, such Lender shall remain
the owner of its Loans and the holder of any Note issued to it in evidence
thereof for all purposes under the Loan Documents, all amounts payable by the
Borrower under this Agreement shall be determined as if such Lender had not sold
such participating interests, and the Borrower and the Agent shall continue to
deal solely and directly with such Lender in connection with such Lender's
rights and obligations under the Loan Documents.

         12.2.2. Voting Rights. Each Lender shall retain the sole right to
approve, without the consent of any Participant, any amendment, modification or
waiver of any provision of the Loan Documents other than any amendment,
modification or waiver with respect to any Loan or Commitment in which such
Participant has an interest which forgives principal, interest or fees or
reduces the interest rate or fees payable with respect to any such Loan or
Commitment, extends the Revolving Loan Termination Date or the Term Loan
Termination Date, postpones any date fixed for any regularly-scheduled payment
of principal of, or interest or fees on, any such Loan or Revolving Loan
Commitment, releases any guarantor of any such Loan or releases all or a
Substantial Portion all of the collateral, if any, securing any such Loan.

         12.2.3. Benefit of Setoff. The Borrower agrees that each Participant
shall be deemed to have the right of setoff provided in Section 11.1 in respect
of its participating interest in amounts owing under the Loan Documents to the
same extent as if the amount of its participating interest were owing directly
to it as a Lender under the Loan Documents, provided that each Lender shall
retain the right of setoff provided in Section 11.1 with respect to the amount
of participating interests sold to each Participant. The Lenders agree to share
with each Participant, and each Participant, by exercising the right of setoff
provided in Section 11.1, agrees to share with each Lender, any amount received
pursuant to the exercise of its right of setoff, such amounts to be shared in
accordance with Section 11.2 as if each Participant were a Lender.



                                       38
<PAGE>   44

         12.3. Assignments

         12.3.1. Permitted Assignments. Any Lender may, in the ordinary course
of its business and in accordance with applicable law, at any time assign to one
or more banks or other entities ("Purchasers") all or any part of its rights and
obligations under the Loan Documents. Such assignment shall be substantially in
the form of Exhibit C or in such other form as may be agreed to by the parties
thereto. The consent of the Borrower and the Agent shall be required prior to an
assignment becoming effective with respect to a Purchaser which is not a Lender
or an Affiliate thereof; provided, however, that if a Default has occurred and
is continuing, the consent of the Borrower shall not be required. Any required
consent of the Borrower shall not be unreasonably withheld or delayed. Each such
assignment with respect to a Purchaser which is not a Lender or an Affiliate
thereof shall (unless each of the Borrower and the Agent otherwise consents) be
in an amount not less than the lesser of (i) $5,000,000 or (ii) the remaining
amount of the assigning Lender's Commitment (calculated as at the date of such
assignment) or outstanding Loans (if the applicable Commitment has been
terminated). Furthermore, the assigning Lender shall pay the Agent an assignment
fee of $3,500 for each assignment.

         12.3.2. Effect; Effective Date. Upon (i) delivery to the Agent of an
assignment, together with any consents required by Section 12.3.1, and (ii)
payment of a $3,500 fee to the Agent for processing such assignment (unless such
fee is waived by the Agent), such assignment shall become effective on the
effective date specified in such assignment. The assignment shall contain a
representation by the Purchaser to the effect that none of the consideration
used to make the purchase of the Revolving Loan Commitment and Loans under the
applicable assignment agreement constitutes "plan assets" as defined under ERISA
and that the rights and interests of the Purchaser in and under the Loan
Documents will not be "plan assets" under ERISA. On and after the effective date
of such assignment, such Purchaser shall for all purposes be a Lender party to
this Agreement and any other Loan Document executed by or on behalf of the
Lenders and shall have all the rights and obligations of a Lender under the Loan
Documents, to the same extent as if it were an original party hereto, and no
further consent or action by the Borrower, the Lenders or the Agent shall be
required to release the transferor Lender with respect to the percentage of the
Aggregate Revolving Loan Commitment and Loans assigned to such Purchaser. Upon
the consummation of any assignment to a Purchaser pursuant to this Section
12.3.2, the transferor Lender, the Agent and the Borrower shall, if the
transferor Lender or the Purchaser desires that its Loans be evidenced by Notes,
make appropriate arrangements so that new Notes or, as appropriate, replacement
Notes are issued to such transferor Lender and new Notes or, as appropriate,
replacement Notes, are issued to such Purchaser, in each case in principal
amounts reflecting their respective Revolving Loan Commitments and outstanding
Term Loans, as adjusted pursuant to such assignment.

         12.4. Dissemination of Information. The Borrower authorizes each Lender
to disclose to any Participant or Purchaser or any other Person acquiring an
interest in the Loan Documents by operation of law (each a "Transferee") and any
prospective Transferee any and all information in such Lender's possession
concerning the creditworthiness of the Borrower and its Subsidiaries, including
without limitation any information contained in any Reports; provided that each
Transferee and prospective Transferee agrees to be bound by Section 9.11 of this
Agreement.

         12.5. Tax Treatment. If any interest in any Loan Document is
transferred to any Transferee which is organized under the laws of any
jurisdiction other than the United States or any State thereof, the transferor
Lender shall cause such Transferee, concurrently with the effectiveness of such
transfer, to comply with the provisions of Section 3.5(iv).





                                       39
<PAGE>   45

                                  ARTICLE XIII

                                     NOTICES

         13.1. Notices. Except as otherwise permitted by Section 2.14 with
respect to borrowing notices, all notices, requests and other communications to
any party hereunder shall be in writing (including electronic transmission,
facsimile transmission or similar writing) and shall be given to such party: (x)
in the case of the Borrower or the Agent, at its address or facsimile number set
forth on the signature pages hereof, (y) in the case of any Lender, at its
address or facsimile number set forth below its signature hereto or (z) in the
case of any party, at such other address or facsimile number as such party may
hereafter specify for the purpose by notice to the Agent and the Borrower in
accordance with the provisions of this Section 13.1. Each such notice, request
or other communication shall be effective (i) if given by facsimile
transmission, when transmitted to the facsimile number specified in this Section
and confirmation of receipt is received, (ii) if given by mail, 72 hours after
such communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid, or (iii) if given by any other means, when delivered
(or, in the case of electronic transmission, received) at the address specified
in this Section; provided that notices to the Agent under Article II shall not
be effective until received.

         13.2. Change of Address. The Borrower, the Agent and any Lender may
each change the address for service of notice upon it by a notice in writing to
the other parties hereto.

                                   ARTICLE XIV

                                  COUNTERPARTS

         14.1     Counterparts. This Agreement may be executed in any number of
                  counterparts, all of which taken together shall constitute one
                  agreement, and any of the parties hereto may execute this
                  Agreement by signing any such counterpart. This Agreement
                  shall be effective when it has been executed by the Borrower,
                  the Agent and the Lenders and each party has notified the
                  Agent by facsimile transmission or telephone that it has taken
                  such action.

                                   ARTICLE XV

          CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL


         15.1. CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A
CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS
PROVISIONS) OF THE STATE OF LOUISIANA, BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS.

         15.2. CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY SUBMITS
TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR LOUISIANA
STATE COURT SITTING IN NEW ORLEANS, LOUISIANA IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY
BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION
IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.
NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR ANY LENDER TO BRING
PROCEEDINGS AGAINST THE BORROWER IN THE




                                       40
<PAGE>   46

COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER
AGAINST THE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE AGENT OR ANY LENDER
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED
TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW
ORLEANS, LOUISIANA.

         15.3. WAIVER OF JURY TRIAL. THE BORROWER, THE AGENT AND EACH LENDER
HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY
WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE
RELATIONSHIP ESTABLISHED THEREUNDER.



                                       41
<PAGE>   47
         IN WITNESS WHEREOF, the Borrower, the Lenders and the Agent have
executed this Agreement as of the date first above written.


BORROWER:                            UNIFAB INTERNATIONAL, INC.


                                     By: /s/ Peter J Roman
                                         Name: Peter J. Roman
                                         Title:   Chief Financial Officer



AGENT:                               BANK ONE, LOUISIANA, NATIONAL ASSOCIATION,
                                      as Agent


                                     By: /s/ Jill B Merkl
                                         Name: Jill B. Merkl
                                         Title:   Vice President



LENDERS:                             BANK ONE, LOUISIANA, NATIONAL ASSOCIATION


                                     By: /s/ Jill B Merkl
                                         Name: Jill B. Merkl
                                         Title:   Vice President



                                     IBERIABANK


                                     By: /s/ Michael Guidroz
                                         Name: Michael Guidroz
                                         Title:   Vice President



                                     REGIONS BANK


                                     By: /s/ Jerome Weber
                                         Name: Jerome Weber
                                         Title:   Senior Vice President

                                     WHITNEY NATIONAL BANK


                                     By: /s/ William A. Hendrix
                                         Name: William A. Hendrix
                                         Title:   Vice President




                                       42
<PAGE>   48


                                   SCHEDULE I

                        COMMITMENT AMOUNTS OF THE LENDERS

<TABLE>
<CAPTION>
   ----------------------------------------- -------------------- -------------------------- --------------------

   NAME AND ADDRESS OF  LENDER                    TERM LOAN             REVOLVING LOAN            PRO RATA
                                                 COMMITMENT               COMMITMENT                SHARE
   ----------------------------------------- -------------------- -------------------------- --------------------
<S>                                          <C>                          <C>                       <C>
   Bank One, Louisiana, N.A.                 $5,000,000                   $15,000,000               50.0%
   600 Jefferson Street
   Lafayette, LA 70501

   Attention: Market Manager
   Telephone: (318) 265-3216
   Facsimile: (318) 265-3248

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

   Regions Bank                              $1,250,000                   $3,750,000                12.5%
   800 South Lewis Street
   New Iberia, LA 70560

   Attention: Jerome Weber, SVP
   Telephone: (318) 373-1203
   Facsimile: (318) 373-1386

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

   IberiaBank                                $1,250,000                   $3,750,000                12.5%
   2110 West Pinhook
   Lafayette, LA 70508

   Attention: Lafayette City
                    President
   Telephone: (318) 268-4000
   Facsimile: (318) 268-5190
   ----------------------------------------- -------------------- -------------------------- --------------------

   Whitney National Bank                     $2,500,000                   $7,500,000                25.0%
   91 Lee Avenue, 2nd Floor
   Lafayette, LA 70501

   Attention: William A. Hendrix
   Telephone: (337) 593-6057
   Facsimile:   (337) 593-6030

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

   Aggregate Commitments                     $10,000,000                  $30,000,000              100.00%
   ----------------------------------------- -------------------- -------------------------- --------------------
</TABLE>



                                       43
<PAGE>   49


                                   SCHEDULE 2

                                PRICING SCHEDULE

<TABLE>
<CAPTION>
============================ ===================== ===================== ===================== ======================

 APPLICABLE MARGIN (LOAN)       LEVEL I STATUS       LEVEL II STATUS       LEVEL III STATUS       LEVEL IV STATUS
---------------------------- --------------------- --------------------- --------------------- ----------------------
<S>                                 <C>                   <C>                   <C>                    <C>
      Eurodollar Rate               1.50%                 2.00%                 2.25%                  2.50%
---------------------------- --------------------- --------------------- --------------------- ----------------------

       Floating Rate                0.00%                 0.25%                 0.50%                  0.75%
============================ ===================== ===================== ===================== ======================
</TABLE>

<TABLE>
<CAPTION>
============================ ===================== ===================== ===================== =====================

    APPLICABLE FEE RATE         LEVEL I STATUS       LEVEL II STATUS       LEVEL III STATUS      LEVEL IV STATUS
---------------------------- --------------------- --------------------- --------------------- ---------------------
<S>                                 <C>                   <C>                   <C>                   <C>
      Commitment Fee                0.25%                 0.30%                 0.375%                0.50%
============================ ===================== ===================== ===================== =====================
</TABLE>

<TABLE>
<CAPTION>
============================ ===================== ===================== ===================== ======================

        APPLICABLE              LEVEL I STATUS       LEVEL II STATUS       LEVEL III STATUS       LEVEL IV STATUS
 LETTER OF CREDIT FEE RATE
---------------------------- --------------------- --------------------- --------------------- ----------------------
<S>                                 <C>                   <C>                   <C>                    <C>
      Financial Letter of
      Credit Fee Rate               1.50%                 2.00%                 2.25%                  2.50%
---------------------------- --------------------- --------------------- --------------------- ----------------------

   Performance Letter of            1.00%                 1.125%                1.25%                  1.50%
      Credit Fee Rate
============================ ===================== ===================== ===================== ======================
</TABLE>


Notwithstanding the foregoing, for the period from the Closing Date through four
Business Days after the Agent has received the applicable Financials for the
fiscal quarter ending March 31, 2000, the Applicable Margin, Applicable Fee Rate
and Applicable Letter of Credit Fee Rates shall be the following:

<TABLE>
<CAPTION>
                    ---------------------------------------- ---------------------------------------
<S>                                                                          <C>
                            Eurodollar Rate Margin                           3.00%
                    ---------------------------------------- ---------------------------------------

                             Floating Rate Margin                            1.25%
                    ---------------------------------------- ---------------------------------------

                              Commitment Fee Rate                            0.50%
                    ---------------------------------------- ---------------------------------------

                          Financial Letter of Credit
                                    Fee Rate                                 3.00%
                    ---------------------------------------- ---------------------------------------

                     Performance Letter of Credit Fee Rate                   2.00%
                    ======================================== =======================================
</TABLE>

         For the purposes of this Pricing Schedule, the following terms have the
following meanings, subject to the final paragraph of this Pricing Schedule:

         "Financials" means the annual or quarterly financial statements of the
Borrower delivered pursuant to Section 6.1(i) or (ii).



                                       44
<PAGE>   50

         "Level I Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, the
Leverage Ratio is less than 1.75 to 1.00.

         "Level II Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, (i)
the Borrower has not qualified for Level I Status and (ii) the Leverage Ratio is
less than or equal to 2.25 to 1.00.

         "Level III Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, (i)
the Borrower has not qualified for Level I Status or Level II Status and (ii)
the Leverage Ratio is less than 2.50 to 1.00.

         "Level IV Status" exists at any date if the Borrower has not qualified
for Level I Status, Level II Status or Level III Status.

         "Leverage Ratio" means, as of any date of calculation, the ration of
(i) Funded Indebtedness outstanding on such date to (ii) EBITDA for the four
fiscal quarters ended on such date.

         "Status" means either Level I Status, Level II Status, Level III Status
or Level IV Status.

         The Applicable Margin, Applicable Fee Rate and Applicable Letter of
Credit Fee Rates shall be determined in accordance with the foregoing table
based on the Borrower's Status as reflected in the then most recent Financials.
Adjustments, if any, to the Applicable Margin, Applicable Fee Rate, or
Applicable Letter of Credit Fee Rates shall be effective 5 Business Days after
the Agent has received the applicable Financials, except that the Applicable
Margin on a Eurodollar Rate Advance shall be adjusted after the last day of the
then current Eurodollar Interest Period. If the Borrower fails to deliver the
Financials to the Agent at the time required by Section 6.1, then the Applicable
Margin, Applicable Fee Rate and Applicable Letter of Credit Fee Rates shall be
the highest Applicable Margin, Applicable Fee Rate and Applicable Letter of
Credit Fee Rates set forth in the foregoing table until 5 days after such
Financials are so delivered.



                                       45
<PAGE>   51

                                   SCHEDULE 3

                         LIST OF BORROWER'S SUBSIDIARIES


<TABLE>
<CAPTION>
   Subsidiary                               Jurisdiction of   Organization      Owned            Percent
    Name                                     Organization         Type           By             Ownership
    ----                                     ------------         ----           --             ---------
<S>                                         <C>               <C>             <C>               <C>
Universal Fabricators L.L.C.                    LA               LLC            Borrower           100%

UNIFAB International
     West, LLC                                  LA               LLC            Borrower           100%

Allen Process Systems, L.L.C.                   LA               LLC            Borrower           100%

Oil Barges, Inc.                                LA              Corp.           Borrower           100%

Latoka U.S.A. Inc.                              LA              Corp.           Borrower           100%

Superior Derrick Services of
Texas, L.L.C.                                   TX               LLC         Oil Barges, Inc.      100%

Allen Process Systems Limited                   UK              Corp.        Latoka U.S.A. Inc.    100%
</TABLE>



                                       46
<PAGE>   52
                                   SCHEDULE 4

                           RESPONSES TO PHASE I STUDY



                                       47
<PAGE>   53
                                    EXHIBIT A

                             COMPLIANCE CERTIFICATE



To:      The Lenders parties to the
         Credit Agreement Described Below

         This Compliance Certificate is furnished pursuant to that certain
Credit Agreement dated as of November 30, 1999 (as amended, modified, renewed or
extended from time to time, the "Credit Agreement") among UNIFAB International,
Inc. (the "Borrower"), Bank One, Louisiana, National Association, as Agent, and
the Lenders party thereto. Unless otherwise defined herein, capitalized terms
used in this Compliance Certificate have the meanings defined in the Credit
Agreement.

         THE UNDERSIGNED HEREBY CERTIFIES THAT:

         1. I am the duly elected                       of the Borrower;
                                  ---------------------

         2. I have reviewed the terms of the Credit Agreement and I have made,
or have caused to be made under my supervision, a detailed review of the
transactions and conditions of the Borrower and each of its Subsidiaries during
the accounting period covered by the attached financial statements;

         3. The examinations described in paragraph 2 did not disclose, and I
have no knowledge of, the existence of any condition or event which constitutes
a Default or Unmatured Default during or at the end of the accounting period
covered by the attached financial statements or as of the date of this
Certificate, except as set forth below; and

         4. Schedule I attached hereto sets forth financial data and
computations evidencing the Borrower's compliance with certain covenants of the
Credit Agreement, all of which data and computations are true, complete and
correct.

         5. Schedule I, Item B hereto sets forth the determination of the
Applicable Margin, Applicable Fee Rate and Applicable Letter of Credit Fee
Rates, commencing on the fifth Business Day following the delivery hereof.

         Described below are the exceptions, if any, to Paragraph 3 by listing,
in detail, the nature of the condition or event, the period during which it has
existed and the action which the Borrower has taken, is taking, or proposes to
take with respect to each such condition or event:

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

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

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


                                       48
<PAGE>   54




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

         The foregoing certifications, together with the computations set forth
in Schedule I hereto and the financial statements delivered with this
Certificate in support hereof, are made and delivered this day of , .







                                       49
<PAGE>   55


                      SCHEDULE I TO COMPLIANCE CERTIFICATE

                         BORROWER'S FINANCIAL COVENANTS
                              (As of ____________)

<TABLE>
<S>                                                          <C>                       <C>
A.       Funded Indebtedness to Tangible Net Worth Ratio

                  Funded Indebtedness                                                   $____________
                  Tangible Net Worth                                                    $____________
                  Ratio (actual)                                                        _____ to 1.00
                  Ratio (required)                                                      _____ to 1.00

B.       Funded Indebtedness to EBITDA Ratio

                  Funded Indebtedness                                                   $____________
                  Net Income                                  $____________
                       Plus Interest Expense                   ____________
                       Plus Taxes                              ____________
                       Plus Depreciation and
                           Amortization                        ____________
                       EBITDA                                                           $____________
                  Ratio (actual)                                                        _____ to 1.00
                  Ratio (required)                                                      _____ to 1.00

C.       Fixed Charge Coverage Ratio

                  EBITDA (see B above)                        $____________
                       Plus Capitalized Lease Expenses         ____________
                       Plus Rental Expenses                    ____________
                       Minus Income Taxes (cash)               ____________
                       Minus Dividends (cash)                  ____________
                       Minus Capitalized Expenses
                         (maintenance; $250,000
                         minimum)                              ____________
                      Adjusted Cash Flow                       $____________


                  Capitalized Lease Expenses         $____________
                       Plus Rental Expenses           ____________
                       Plus Interest Expense          ____________
                       Plus Scheduled Principal
                         Payments on Funded
                         Indebtedness                 ____________
                       Total Fixed Charges                                              $____________
                  Ratio (actual)                                                        _____ to 1.00
                  Ratio (required)                                                      _____ to 1.00

</TABLE>
                                       50


<PAGE>   56
<TABLE>
<S>                                                                                    <C>
4.       Minimum Current Ratio

                  Current Assets                                                        $____________
                  Current Liabilities                                                   _____________
                  Ratio (actual)                                                        _____ to 1.00
                  Ratio (required)                                                      _____ to 1.00
</TABLE>


                                       51
<PAGE>   57
                                    EXHIBIT B

                              ASSIGNMENT AGREEMENT

         This Assignment Agreement (this "Assignment Agreement") between
________________ (the "Assignor") and __________________ (the "Assignee") is
dated as of ____________________, 19  . The parties hereto agree as follows:

         1. PRELIMINARY STATEMENT. The Assignor is a party to a Credit Agreement
(which, as it may be amended, modified, renewed or extended from time to time is
herein called the "Credit Agreement") described in Item 1 of Schedule 1 attached
hereto ("Schedule 1"). Capitalized terms used herein and not otherwise defined
herein shall have the meanings attributed to them in the Credit Agreement.

         2. ASSIGNMENT AND ASSUMPTION. The Assignor hereby sells and assigns to
the Assignee, and the Assignee hereby purchases and assumes from the Assignor,
an interest in and to the Assignor's rights and obligations under the Credit
Agreement and the other Loan Documents, such that after giving effect to such
assignment the Assignee shall have purchased pursuant to this Assignment
Agreement the percentage interest specified in Item 3 of Schedule 1 of all
outstanding rights and obligations under the Credit Agreement and the other Loan
Documents relating to the facilities listed in Item 3 of Schedule 1. The
aggregate Commitment (or Loans, if the applicable Commitment has been
terminated) purchased by the Assignee hereunder is set forth in Item 4 of
Schedule 1.

         3. EFFECTIVE DATE. The effective date of this Assignment Agreement (the
"Effective Date") shall be the later of the date specified in Item 5 of Schedule
1 or two Business Days (or such shorter period agreed to by the Agent) after
this Assignment Agreement, together with any consents required under the Credit
Agreement, are delivered to the Agent. In no event will the Effective Date occur
if the payments required to be made by the Assignee to the Assignor on the
Effective Date are not made on the proposed Effective Date.

         4. PAYMENT OBLIGATIONS. In consideration for the sale and assignment of
Loans hereunder, the Assignee shall pay the Assignor, on the Effective Date, the
amount agreed to by the Assignor and the Assignee. On and after the Effective
Date, the Assignee shall be entitled to receive from the Agent all payments of
principal, interest and fees with respect to the interest assigned hereby. The
Assignee will promptly remit to the Assignor any interest on Loans and fees
received from the Agent which relate to the portion of the Commitment or Loans
assigned to the Assignee hereunder for periods prior to the Effective Date and
not previously paid by the Assignee to the Assignor. In the event that either
party hereto receives any payment to which the other party hereto is entitled
under this Assignment Agreement, then the party receiving such amount shall
promptly remit it to the other party hereto.

         5. RECORDATION FEE. The Assignor and Assignee each agree to pay
one-half of the recordation fee required to be paid to the Agent in connection
with this Assignment Agreement unless otherwise specified in Item 6 of
Schedule 1.

         6. REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR'S
LIABILITY. The Assignor represents and warrants that (i) it is the legal and
beneficial owner of the interest being assigned by it hereunder, (ii) such
interest is free and clear of any adverse claim created by the Assignor and
(iii) the execution and delivery of this Assignment Agreement by the Assignor is
duly authorized. It is understood and agreed that the assignment and assumption
hereunder are made without recourse to the Assignor and that the Assignor makes
no other representation or warranty of any kind to the Assignee. Neither the
Assignor nor any of its officers, directors, employees, agents or attorneys
shall be responsible for (i) the due execution, legality, validity,
enforceability, genuineness, sufficiency or collectability of any Loan Document,
including without limitation, documents granting the Assignor and the other
Lenders a security




                                       52
<PAGE>   58

interest in assets of the Borrower or any guarantor, (ii) any representation,
warranty or statement made in or in connection with any of the Loan Documents,
(iii) the financial condition or creditworthiness of the Borrower or any
guarantor, (iv) the performance of or compliance with any of the terms or
provisions of any of the Loan Documents, (v) inspecting any of the property,
books or records of the Borrower, (vi) the validity, enforceability, perfection,
priority, condition, value or sufficiency of any collateral securing or
purporting to secure the Loans or (vii) any mistake, error of judgment, or
action taken or omitted to be taken in connection with the Loans or the Loan
Documents.

         7. REPRESENTATIONS AND UNDERTAKINGS OF THE ASSIGNEE. The Assignee (i)
confirms that it has received a copy of the Credit Agreement, together with
copies of the financial statements requested by the Assignee and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment Agreement, (ii) agrees that
it will, independently and without reliance upon the Agent, the Assignor or any
other Lender and based on such documents and information at it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Loan Documents, (iii) appoints and authorizes the
Agent to take such action as agent on its behalf and to exercise such powers
under the Loan Documents as are delegated to the Agent by the terms thereof,
together with such powers as are reasonably incidental thereto, (iv) confirms
that the execution and delivery of this Assignment Agreement by the Assignee is
duly authorized, (v) agrees that it will perform in accordance with their terms
all of the obligations which by the terms of the Loan Documents are required to
be performed by it as a Lender, (vi) agrees that its payment instructions and
notice instructions are as set forth in the attachment to Schedule 1, (vii)
confirms that none of the funds, monies, assets or other consideration being
used to make the purchase and assumption hereunder are "plan assets" as defined
under ERISA and that its rights, benefits and interests in and under the Loan
Documents will not be "plan assets" under ERISA, (viii) agrees to indemnify and
hold the Assignor harmless against all losses, costs and expenses (including,
without limitation, reasonable attorneys' fees) and liabilities incurred by the
Assignor in connection with or arising in any manner from the Assignee's
non-performance of the obligations assumed under this Assignment Agreement, and
(ix) if applicable, attaches the forms prescribed by the Internal Revenue
Service of the United States certifying that the Assignee is entitled to receive
payments under the Loan Documents without deduction or withholding of any United
States federal income taxes.

         8. GOVERNING LAW. This Assignment Agreement shall be governed by the
internal law, and not the law of conflicts, of the State of Louisiana.

         9. NOTICES. Notices shall be given under this Assignment Agreement in
the manner set forth in the Credit Agreement. For the purpose hereof, the
addresses of the parties hereto (until notice of a change is delivered) shall be
the address set forth in the attachment to Schedule 1.

         10. COUNTERPARTS; DELIVERY BY FACSIMILE. This Assignment Agreement may
be executed in counterparts. Transmission by facsimile of an executed
counterpart of this Assignment Agreement shall be deemed to constitute due and
sufficient delivery of such counterpart and such facsimile shall be deemed to be
an original counterpart of this Assignment Agreement.

         IN WITNESS WHEREOF, the duly authorized officers of the parties hereto
have executed this Assignment Agreement by executing Schedule 1 hereto as of the
date first above written.



                                       53
<PAGE>   59


                                   SCHEDULE 1
                             TO ASSIGNMENT AGREEMENT

1.   Description and Date of Credit Agreement: Credit Agreement dated as of
     November 30, 1999 among UNIFAB International, Inc., Bank One, Louisiana,
     National Association, as Agent, and the Lenders party thereto.

2.   Date of Assignment Agreement: , _________

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


<TABLE>
<CAPTION>
                                                     Term Loan                  Revolving Loan
                                                     Facility                     Facility
                                                     ---------                  --------------
<S>                                                  <C>                        <C>
         a.       Assignee's percentage
                  of each Facility purchased
                  under the Assignment
                  Agreement                                          %                         %
                                                     ----------------             -------------

         b.       Amount of each Facility
                  purchased under the
                  Assignment Agreement               $                            $
                                                      ---------------              ------------

4.   Assignee's Revolving Loan
     Commitment purchased hereunder:                 $
                                                      ---------------

5.   Proposed Effective Date:

6.   Non-standard Recordation Fee
     Arrangement
</TABLE>


Accepted and Agreed:

[NAME OF ASSIGNOR]                                   [NAME OF ASSIGNEE]

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





                                       54
<PAGE>   60

ACCEPTED AND CONSENTED TO/BY                ACCEPTED AND CONSENTED TO/BY
UNIFAB INTERNATIONAL, INC.,                 BANK ONE, LOUISIANA, NATIONAL
                                            ASSOCIATION

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





                                       55
<PAGE>   61
                ATTACHMENT TO SCHEDULE 1 TO ASSIGNMENT AGREEMENT

                        ADMINISTRATIVE INFORMATION SHEET

         Attach Assignor's Administrative Information Sheet, which must
           include notice addresses for the Assignor and the Assignee
                            (Sample form shown below)

ASSIGNOR INFORMATION
CONTACT:

Name:                                                      Telephone No.:

Fax No.:

PAYMENT INFORMATION:

Name & ABA # of Destination Bank:
Account Name & Number for Wire Transfer:

Other Instructions:

ADDRESS FOR NOTICES FOR ASSIGNOR:

ASSIGNEE INFORMATION
CREDIT CONTACT:

Name:                                                      Telephone No.:

Fax No.:

KEY OPERATIONS CONTACTS:

Booking Installation:                                      Booking Installation:

Name:                                                      Name:


Telephone No.:                                             Telephone No.:

Fax No.:                                                   Fax No.:




                                       56
<PAGE>   62

PAYMENT INFORMATION:

Name & ABA # of Destination Bank:




Account Name & Number for Wire Transfer:



Other Instructions:

ADDRESS FOR NOTICES FOR ASSIGNEE:







                                       57
<PAGE>   63
AGENT INFORMATION

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


<TABLE>
<CAPTION>
INITIAL FUNDING CONTACT:                             SUBSEQUENT OPERATIONS CONTACT:
-----------------------                              -----------------------------
<S>                                                  <C>
Name:                                                Name:

Telephone No.:                                       Telephone No.:
               --------------

Fax No.:                                             Fax No.:
         -------           -------------
</TABLE>

INITIAL FUNDING STANDARDS:
-------------------------

Cibor - Fund 2 days after rates are set.

AGENT WIRE INSTRUCTIONS:
-----------------------

ADDRESS FOR NOTICES FOR AGENt:
----------------------------



                                       58