ex4_i.htm


    
      
        

      

    

    Exhibit
      4(i)

     

     

    CREDIT
      AGREEMENT

     

    dated
      as of July 13, 2007

     

    among

     

    LUBY'S,
      INC.

     

    The
      Lenders From Time to Time Party Hereto

     

    and

     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION,

    as
      Administrative Agent

     

    AMEGY
      BANK NATIONAL ASSOCIATION,

    as
      Syndication Agent

     

     

     


    
      
ARTICLE
        I 
Definitions.................................................................................................................

        1



       

          SECTION 1.01 
Defined
        Terms...........................................................................................

        1



       

          SECTION 1.02 
Classification
        of Loans and
        Borrowings....................................................

        15



       

          SECTION 1.03 
Terms
        Generally......................................................................................

        15



       

          SECTION 1.04 
Accounting Terms;
        GAAP.......................................................................

        15



       

      ARTICLE II  The
        Credits............................................................................................................

        16



       

          SECTION 2.01 
Commitments..........................................................................................

        16



       

          SECTION 2.02 
Loans and
        Borrowings.............................................................................

        16



       

          SECTION 2.03 
Requests for
        Borrowings..........................................................................

        17



       

          SECTION 2.04 
Letters of
        Credit......................................................................................

        17



       

          SECTION 2.05 
Funding of
        Borrowings.............................................................................

        21



       

          SECTION 2.06 
Interest
        Elections.....................................................................................

        22



       

          SECTION 2.07 
Termination,
        Reduction and Increase of
        Commitments..............................

        23



       

          SECTION 2.08 
Repayment of
        Loans; Evidence of
        Debt....................................................

        24



       

          SECTION 2.09 
Prepayment of
        Loans...............................................................................

        25



       

          SECTION 2.10 
Fees........................................................................................................

        26



       

          SECTION 2.11 
Interest....................................................................................................

        27



       

          SECTION 2.12 
Alternate Rate
        of
        Interest.........................................................................

        27



       

          SECTION 2.13 
Increased
        Costs.......................................................................................

        28



       

          SECTION 2.14 
Break Funding
        Payments.........................................................................

        29



       

          SECTION 2.15 
Taxes......................................................................................................

        29



       

          SECTION 2.16 
Payments Generally;
        Pro Rata Treatment; Sharing of
        Set-offs...................

        30



       

          SECTION 2.17 
Mitigation Obligations;
        Replacement of
        Lenders.......................................

        32



       

          SECTION 2.18 
Defaulting
        Lender....................................................................................

        33



       

      ARTICLE III  Representations and
        Warranties.............................................................................

        34



       

          SECTION 3.01 
Organization;
        Powers...............................................................................

        34



       

          SECTION 3.02 
Authorization;
        Enforceability.....................................................................

        34



       

          SECTION 3.03 
Governmental
        Approvals; No
        Conflicts....................................................

        34



       

          SECTION 3.04 
Financial
        Condition..................................................................................

        34



       

          SECTION 3.05 
Properties................................................................................................

        35



       

          SECTION 3.06 
Litigation and
        Environmental
        Matters........................................................

        35



       

          SECTION 3.07 
Compliance with
        Laws and
        Agreements...................................................

        35



       

          SECTION 3.08 
Investment Company
        Status.....................................................................

        35



       

          SECTION 3.09 
Taxes......................................................................................................

        36



       

          SECTION 3.10 
ERISA....................................................................................................

        36



       

          SECTION 3.11 
Disclosure...............................................................................................

        36



       

          SECTION 3.12 
Subsidiaries.............................................................................................

        36



       

          SECTION 3.13 
Insurance.................................................................................................

        36



       

          SECTION 3.14 
Labor
        Matters.........................................................................................

        36



       

          SECTION 3.15 
Solvency.................................................................................................

        37





       

      ARTICLE IV 
Conditions............................................................................................................

        37



       

          SECTION 4.01 
Effective
        Date..........................................................................................


        37



       

          SECTION 4.02 
Each Credit
        Event....................................................................................

        38



       

      ARTICLE V  Affirmative
        Covenants.............................................................................................

        39



       

          SECTION 5.01 
Financial Statements
        and Other
        Information..............................................

        39



       

          SECTION 5.02 
Notices of Material
        Events.......................................................................

        40



       

          SECTION 5.03 
Information Regarding
        the
        Borrower........................................................

        40



       

          SECTION 5.04 
Existence; Conduct
        of
        Business................................................................



 40



       

          SECTION 5.05 
Payment of
        Obligations............................................................................

        40



       

          SECTION 5.06 
Maintenance of
        Properties.......................................................................

        41



       

          SECTION 5.07 
Insurance.................................................................................................

        41



       

          SECTION 5.08 
Books and Records;
        Inspection and Audit
        Rights.....................................

        41



       

          SECTION 5.09 
Compliance with
        Laws.............................................................................

        41



       

          SECTION 5.10 
Use of Proceeds
        and Letters of
        Credit.....................................................

        41



       

          SECTION 5.11 
Further
        Assurances..................................................................................

        42



       

          SECTION 5.12 
Financial
        Covenants.................................................................................

        42



       

      ARTICLE VI  Negative
        Covenants..............................................................................................

        42



       

          SECTION 6.01 
Indebtedness;
        Certain Equity
        Securities....................................................

        42



       

          SECTION 6.02 
Liens

        .......................................................................................................43



       

          SECTION 6.03 
Fundamental
        Changes..............................................................................

        44



       

          SECTION 6.04 
Investments,
        Loans, Advances and
        Guarantees.........................................

        44



       

          SECTION 6.05 
Asset
        Sales..............................................................................................

        45



       

          SECTION 6.06 
Sale and Leaseback
        Transactions.............................................................

        45



       

          SECTION 6.07 
Swap
        Agreements...................................................................................

        45



       

          SECTION 6.08 
Restricted
        Payments................................................................................

        46



       

          SECTION 6.09 
Transactions
        with
        Affiliates.......................................................................

        46



       

          SECTION 6.10 
Restrictive
        Agreements............................................................................

        46



       

          SECTION 6.11 
Amendment of
        Material
        Documents.........................................................

        47



       

          SECTION 6.12 
Additional
        Subsidiaries.............................................................................

        47



       

          SECTION 6.13 
Capital
        Expenditures................................................................................

        47



       

          SECTION 6.14 
Acquisitions.............................................................................................

        47



       

      ARTICLE VII  Events of
        Default.................................................................................................

        48



       

      ARTICLE VIII  The Administrative
        Agent...................................................................................

        50



       

      ARTICLE IX 
Miscellaneous.......................................................................................................

        52



       

          SECTION 9.01 
Notices...................................................................................................

        52



       

          SECTION 9.02 
Waivers;
        Amendments.............................................................................

        53



       

          SECTION 9.03 
Expenses; Indemnity;
        Damage
        Waiver......................................................

        54



       

          SECTION 9.04 
Successors and
        Assigns...........................................................................

        55



       

          SECTION 9.05 
Survival...................................................................................................

        58



       

          SECTION 9.06 
Counterparts;
        Integration;
        Effectiveness....................................................

        58



       

          SECTION 9.07 
Severability..............................................................................................

        58



       

          SECTION 9.08 
Right of
        Setoff.........................................................................................

        59



       

          SECTION 9.09 
Governing Law;
        Jurisdiction; Consent to Service of
        Process.....................

        59



       

          SECTION 9.10 
WAIVER OF JURY
        TRIAL...................................................................

        60



       

          SECTION 9.11 
Headings.................................................................................................

        60



       

          SECTION 9.12 
Interest Rate
        Limitation............................................................................

        60



       

          SECTION 9.13 
USA Patriot
        Act......................................................................................

        61




       

          SECTION 9.14 
Confidentiality..........................................................................................

        61






       

       

       

      Schedule 1.01 - Existing Letters of Credit

      Schedule 2.01 - Commitments

      Schedule 3.12 - Subsidiaries

      Schedule 6.02 - Existing Liens

      Schedule 6.09 - Affiliate Transactions

      Exhibit A - Assignment and Assumption

      Exhibit B - Compliance Certificate

      Exhibit C - Note

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    


    
      


CREDIT
        AGREEMENT

       

      This
        CREDIT AGREEMENT (as amended, modified, restated, supplemented and in effect
        from time to time, herein called this "Agreement") dated as of
        July 13, 3007 (the "Effective Date"), among Luby's, INC., a Delaware
        corporation, the LENDERS party hereto, AMEGY BANK NATIONAL ASSOCIATION, as
        Syndication Agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative
        Agent for the Lenders.

       

       

      ARTICLE
        I
Definitions

       

       

      The
        parties hereto agree as follows:

       

      SECTION 1.01  Defined Terms.  As
        used in this Agreement, the following terms have the meanings specified
        below:

       

      "ABR",
        when used in reference to any Loan or Borrowing, refers to whether such Loan,
        or
        the Loans comprising such Borrowing, are bearing interest at a rate determined
        by reference to the Alternate Base Rate.

       

      "Adjusted
        LIBO Rate" means, with respect to any Eurodollar Borrowing for any Interest
        Period, an interest rate per annum (rounded upwards, if necessary, to the
        next
        1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied
        by (b) the Statutory Reserve Rate.

       

      "Administrative
        Agent" means Wells Fargo Bank, National Association, in its capacity as
        administrative agent for the Lenders hereunder, and its successors in that
        capacity.  

       

      "Administrative
        Questionnaire" means an Administrative Questionnaire in a form supplied by
        the Administrative Agent.

       

      "Affiliate"
        means, with respect to a specified Person, another Person that directly,
        or
        indirectly through one or more intermediaries, Controls or is Controlled
        by or
        is under common Control with the Person specified.

       

      "Alternate
        Base Rate" means, for any day, a rate per annum equal to the greatest of (a)
        the Prime Rate in effect on such day and (b) the Federal Funds Effective
        Rate in
        effect on such day plus 1/2 of 1%.  Any change in the Alternate Base
        Rate due to a change in the Prime Rate or the Federal Funds Effective Rate
        shall
        be effective from and including the effective date of such change in the
        Prime
        Rate or the Federal Funds Effective Rate, respectively.

       

      "Applicable
        Percentage" means, with respect to any Lender, the percentage of the total
        Commitments represented by such Lender's Commitment.  If the Commitments
        have terminated or expired, the Applicable Percentages shall be determined
        based
        upon the Commitments most recently in effect, giving effect to any
        assignments.

       

      "Applicable
        Rate" means, for any day with respect to any ABR Loan or Eurodollar Loan
        or
        with respect to the commitment fees payable hereunder, as the case may be,
        the
        applicable rate per annum set forth below under the caption "ABR Spread",
        "Eurodollar Spread" or "Commitment Fee Rate", as the case may be, based upon
        the
        Total Leverage Ratio as of the most recent determination date; but until
        the end
        of the fourth fiscal quarter of fiscal year 2007 the Eurodollar Spread shall
        be
        0.75%, the ABR Spread shall be 0.00% and the Commitment Fee Rate shall be
        0.20%:

       

       

       

       

       

       

       

       

       

      	
              Total

               

              Leverage
                Ratio

               

            	
              ABR
                Spread

               

            	
              Eurodollar
                Spread

               

            	
              Commitment
                Fee

               

              Rate

               

            
	
              Category 1: 
                greater than 2.50

               

            	
              0.50

               

            	
              2.000

               

            	
              0.300

               

            
	
              Category 2: 
                greater than 2.00 but less than or equal to 2.50

               

            	
              0.25

               

            	
              1.625

               

            	
              0.300

               

            
	
              Category 3: greater
                than 1.50 but less than or equal to 2.00

               

            	
              0.25

               

            	
              1.250

               

            	
              0.250

               

            
	
              Category 4: greater
                than 0.75 but less than or equal to 1.50

               

            	
              0.00

               

            	
              1.000

               

            	
              0.200

               

            
	
              Category 5: less than
                or equal to 0.75

               

            	
              0.00

               

            	
              0.750

               

            	
              0.200

               

            


       

       

       

      For purposes of the
        foregoing, (i) the Total Leverage Ratio shall be determined as of the end
        of
        each fiscal quarter of the Borrower's fiscal year based upon the Borrower"s
        consolidated financial statements delivered pursuant to Sections 5.01(a)
        or (b) and (ii) each change in the Applicable Rate resulting from a
        change in the Total Leverage Ratio shall be effective during the period
        commencing on and including the date of delivery to the Administrative Agent
        of
        such consolidated financial statements indicating such change and ending
        on the
        date immediately preceding the effective date of the next such change; but
        the
        Total Leverage Ratio shall be deemed to be in Category 1 at the request of
        the
        Required Lenders if the Borrower fails to timely deliver the consolidated
        financial statements required to be delivered by it pursuant to Sections
        5.01(a) or (b), during the period from the deadline for delivery
        thereof until such consolidated financial statements are received.

       

      "Approved
        Fund" has the meaning assigned to such term in Section 9.04.

       

      "Assignment
        and Assumption" means an assignment and assumption entered into by a Lender
        and an assignee (with the consent of any party whose consent is required
        by
Section 9.04), and accepted by the Administrative Agent, in the form of
Exhibit A or any other form approved by the Administrative Agent.

       

      "Board"
        means the Board of Governors of the Federal Reserve System of the United
        States
        of America and any successor entity performing similar functions.

       

      "Borrower"
        means Luby's, Inc., a Delaware corporation.

       

      "Borrowing"
        means Loans of the same Type, made, converted or continued on the same date
        and,
        in the case of Eurodollar Loans, as to which a single Interest Period is
        in
        effect.

       

           
        "Borrowing Request" means a request by the Borrower for a Borrowing in
        accordance with Section 2.03.

       

      "Business
        Day" means any day that is not a Saturday, Sunday or other day on which
        commercial banks in Houston, Texas are authorized or required by law to remain
        closed; provided that, when used in connection with a Eurodollar Loan,
        the term "Business Day" shall also exclude any day on which banks are not
        open for dealings in dollar deposits in the London interbank market.

       

      "Capital
        Expenditures" means, for any period, and without duplication, (a) the
        additions to property, plant and equipment and other capital expenditures
        of the
        Borrower and its consolidated Subsidiaries that are (or would be) set forth
        in a
        consolidated statement of cash flows of the Borrower for such period prepared
        in
        accordance with GAAP and (b) Capital Lease Obligations incurred by the Borrower
        and its consolidated Subsidiaries during such period, but excluding
        expenditures for the restoration, repair or replacement of any fixed or capital
        asset which was destroyed, damaged or condemned, in whole or in part, to
        the
        extent financed by the proceeds of an insurance policy maintained by such
        Person
        or the receipt of any proceeds resulting from such condemnation, as
        applicable.

       

      "Capital
        Lease Obligations" of any Person means the obligations of such Person to pay
        rent or other amounts under any lease of (or other arrangement conveying
        the
        right to use) real or personal property, or a combination thereof, which
        obligations are required to be classified and accounted for as capital leases
        on
        a balance sheet of such Person under GAAP, and the amount of such obligations
        shall be the capitalized amount thereof determined in accordance with
        GAAP.

       

      "Ceiling
        Rate" means, on any day, the maximum nonusurious rate of interest permitted
        for that day by whichever of applicable federal or Texas (or any jurisdiction
        whose usury laws are deemed to apply to the Notes or any other Loan Documents
        despite the intention and desire of the parties to apply the usury laws of
        the
        State of Texas) laws permits the higher interest rate, stated as a rate per
        annum.  On each day, if any, that the Texas Finance Code establishes the
        Ceiling Rate, the Ceiling Rate shall be the "weekly ceiling" (as defined
        in the
        Texas Finance Code) for that day.  Administrative Agent may from time to
        time, as to current and future balances, implement any other ceiling under
        the
        Texas Finance Code by notice to the Borrower, if and to the extent permitted
        by
        the Texas Finance Code.  Without notice to the Borrower or any other
        Person, the Ceiling Rate shall automatically fluctuate upward and downward
        as
        and in the amount by which such maximum nonusurious rate of interest permitted
        by applicable law fluctuates.

       

      "Change
        in Control" means (a) any "person" or "group" (as such terms are used for
        purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or not
        applicable), is or becomes the "beneficial owner" (as that term is used in
        Rules
        13d-3 and 13d-5 under the Exchange Act, whether or not applicable), except
        that
        a person shall be deemed to have "beneficial ownership" of all shares that
        any
        such person has the right to acquire, whether such right is exercisable
        immediately or only after the passage of time, directly or indirectly, of
        more
        than 35% of the total voting power in the aggregate of all classes of Equity
        Interests then outstanding of the Borrower normally entitled to vote in
        elections of directors or (b) occupation of a majority of the seats (other
        than
        vacant seats) on the board of directors of the Borrower by Persons who were
        neither (1) nominated by the board of directors of the Borrower nor (2)
        appointed by directors so nominated.

       

      "Change
        in Law" means (a) the adoption of any law, rule or regulation after the date
        of this Agreement, (b) any change in any law, rule or regulation or in the
        interpretation or application thereof by any Governmental Authority after
        the
        date of this Agreement or (c) compliance by any Lender or any Issuing Bank
        (or,
        for purposes of Section 2.13(b), by any lending office of such Lender or
        by such Lender's or such Issuing Bank's holding company, if any) with any
        binding request, guideline or directive (whether or not having the force
        of law)
        of any Governmental Authority made or issued after the date of this
        Agreement.

       

      "Code"
        means the Internal Revenue Code of 1986, as amended from time to time.

       

      "Commitment"
        means, with respect to each Lender, the commitment, if any, of such Lender
        to
        make Loans and to acquire participations in Letters of Credit hereunder,
        expressed as an amount representing the maximum aggregate amount of such
        Lender's Revolving Exposure hereunder, as such commitment may be (a) reduced
        or
        increased from time to time pursuant to Section 2.07 and (b) reduced or
        increased from time to time pursuant to assignments by or to such Lender
        pursuant to Section 9.04.  The initial amount of each Lender's
        Commitment is set forth on Schedule 2.01, or in the Assignment and
        Assumption pursuant to which such Lender shall have assumed its Commitment,
        as
        applicable.  The initial aggregate amount of the Lenders' Commitments is
        $50,000,000.

       

      "Contribution
        Agreement" means that certain Contribution Agreement dated as of July 13,
        2007 by and among Borrower and the current Subsidiaries of Borrower, as the
        same
        may be amended, modified, supplemented and restated--and joined in pursuant
        to a
        joinder agreement--from time to time.

       

      "Control"
        means the possession, directly or indirectly, of the power to direct or cause
        the direction of the management or policies of a Person, whether through
        the
        ability to exercise voting power, by contract or otherwise. 
"Controlling" and "Controlled" have meanings correlative
        thereto.

       

      "Default"
        means any event or condition which constitutes an Event of Default or which
        upon
        notice, lapse of time or both would, unless cured or waived, become an Event
        of
        Default.

       

      "dollars"
        or "$" refers to lawful money of the United States of America.

       

      "EBITDA"
        means, without duplication, for any period, consolidated income from continuing
        operations of the Borrower, consistent with the Borrower's Forms 10-K and
        10-Q,
        plus depreciation, amortization, other non-cash expenses, interest expense,
        taxes, and minus in the case of income or plus in the case of losses, non-cash
        income and extraordinary gains or losses and other non-recurring items of
        income
        or expense as approved by the Administrative Agent; provided that, if the
        Borrower or any of its Subsidiaries acquires the Equity Interests or assets
        of
        any Person during such period under circumstances permitted under Section
        6.14 hereof, EBITDA shall be adjusted to give pro forma effect to such
        acquisition assuming that such transaction had occurred on the first day
        of such
        period.

       

      "Environmental
        Laws" means all laws, rules, regulations, codes, ordinances, orders,
        decrees, judgments, injunctions, notices or binding agreements issued,
        promulgated or entered into by any Governmental Authority, relating in any
        way
        to the environment, preservation or reclamation of natural resources, the
        management, release or threatened release of any Hazardous Material or to
        health
        and safety matters.

       

      "Environmental
        Liability" means any liability, contingent or otherwise (including any
        liability for damages, costs of environmental remediation, fines, penalties
        or
        indemnities), of the Borrower or any other Loan Party directly or indirectly
        resulting from or based upon (a) violation of any Environmental Law,
        (b) the generation, use, handling, transportation, storage, treatment or
        disposal of any Hazardous Materials, (c) exposure to any Hazardous
        Materials, (d) the release or threatened release of any Hazardous Materials
        into the environment or (e) any contract, agreement or other consensual
        arrangement pursuant to which liability is assumed or imposed with respect
        to
        any of the foregoing.

       

      "Equity
        Interests" means shares of capital stock, partnership interests, membership
        interests in a limited liability company, beneficial interests in a trust
        or
        other equity ownership interests in a Person, or any warrants, options or
        other
        rights to acquire such interests.

       

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

       

      "ERISA
        Affiliate" means any trade or business (whether or not incorporated) that,
        together with the Borrower or any other Loan Party, is treated as a single
        employer under Section 414(b) or (c) of the Code or, solely for purposes of
        Section 302 of ERISA and Section 412 of the Code, is treated as a single
        employer under Section 414 of the Code.

       

      "ERISA
        Event" means (a) any "reportable event", as defined in
        Section 4043 of ERISA or the regulations issued thereunder with respect to
        a Plan (other than an event for which the 30‐day notice period is waived);
        (b) the existence with respect to any Plan of an "accumulated funding
        deficiency" (as defined in Section 412 of the Code or Section 302 of
        ERISA), whether or not waived; (c) the filing pursuant to
        Section 412(d) of the Code or Section 303(d) of ERISA of an
        application for a waiver of the minimum funding standard with respect to
        any
        Plan; (d) the incurrence by the Borrower or any other Loan Party or any of
        their ERISA Affiliates of any liability under Title IV of ERISA with
        respect to the termination of any Plan; (e) the receipt by the Borrower or
        any other Loan Party or any of their ERISA Affiliates from the PBGC or a
        plan
        administrator of any notice relating to an intention to terminate any Plan
        or
        Plans or to appoint a trustee to administer any Plan; (f) the incurrence
        by the
        Borrower or any other Loan Party or any of their ERISA Affiliates of any
        liability with respect to the withdrawal or partial withdrawal from any Plan
        or
        Multiemployer Plan; or (g) the receipt by the Borrower or any other Loan
        Party or any of their ERISA Affiliates of any notice, or the receipt by any
        Multiemployer Plan from the Borrower or any other Loan Party or any of their
        ERISA Affiliates of any notice, concerning the imposition of Withdrawal
        Liability or a determination that a Multiemployer Plan is, or is expected
        to be,
        insolvent or in reorganization, within the meaning of Title IV of
        ERISA.

       

      "Eurodollar",
        when used in reference to any Loan or Borrowing, refers to whether such Loan,
        or
        the Loans comprising such Borrowing, are bearing interest at a rate determined
        by reference to the Adjusted LIBO Rate.

       

      "Event
        of Default" has the meaning assigned to such term in
Article VII.

       

      "Excluded
        Taxes" means, with respect to the Administrative Agent, any Lender, the
        Issuing Banks or any other recipient of any payment to be made by or on account
        of any obligation of the Borrower hereunder, (a) income or franchise taxes
        imposed on (or measured by) its net income  by the United States of
        America, or by the jurisdiction under the laws of which such recipient is
        organized or in which its principal office is located or, in the case of
        any
        Lender, in which its applicable lending office is located, (b) any branch
        profits taxes imposed by the United States of America or any similar tax
        imposed
        by any other jurisdiction in which the Borrower is located and (c) in the
        case
        of a Foreign Lender (other than an assignee pursuant to a request by the
        Borrower under Section 2.17(b)), any withholding tax that is imposed on
        amounts payable to such Foreign Lender at the time such Foreign Lender becomes
        a
        party to this Agreement (or designates a new lending office) or is attributable
        to such Foreign Lender's failure to comply with Section 2.15(e), except
        to the extent that such Foreign Lender (or its assignor, if any) was entitled,
        at the time of designation of a new lending office (or assignment), to receive
        additional amounts from the Borrower with respect to such withholding tax
        pursuant to Section 2.15(a).

       

      "Existing
        Letters of Credit" means the letters of credit described on Schedule
        1.01 hereto.

       

      "Federal
        Funds Effective Rate" means, for any day, the weighted average (rounded
        upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight
        Federal funds transactions with members of the Federal Reserve System arranged
        by Federal funds brokers, as published on the next succeeding Business Day
        by
        the Federal Reserve Bank of New York, or, if such rate is not so published
        for any day that is a Business Day, the average (rounded upwards, if necessary,
        to the next 1/100 of 1%) of the quotations for such day for such transactions
        received by the Administrative Agent from three Federal funds brokers of
        recognized standing selected by the Administrative Agent.

       

      "Financial
        Officer" means the chief financial officer, principal accounting officer,
        treasurer or controller of the Borrower.

       

      "Foreign
        Lender" means any Lender that is organized under the laws of a jurisdiction
        other than that in which the Borrower is located.  For purposes of this
        definition, the United States of America, each State thereof and the District
        of
        Columbia shall be deemed to constitute a single jurisdiction.

       

      "GAAP"
        means generally accepted accounting principles in the United States of
        America.

       

      "Governmental
        Authority" means the government of the United States of America, any other
        nation or any political subdivision thereof, whether state or local, and
        any
        agency, authority, instrumentality, regulatory body, court, central bank
        or
        other entity exercising executive, legislative, judicial, taxing, regulatory
        or
        administrative powers or functions of or pertaining to government.

       

      "Guarantee"
        of or by any Person (the "guarantor") means any obligation, contingent or
        otherwise, of the guarantor guaranteeing or having the economic effect of
        guaranteeing any Indebtedness or other obligation of any other Person (the
        "primary obligor") in any manner, whether directly or indirectly, and
        including any obligation of the guarantor, direct or indirect, (a) to
        purchase or pay (or advance or supply funds for the purchase or payment of)
        such
        Indebtedness or other obligation or to purchase (or to advance or supply
        funds
        for the purchase of) any security for the payment thereof, (b) to purchase
        or lease property, securities or services for the purpose of assuring the
        owner
        of such Indebtedness or other obligation of the payment thereof, (c) to
        maintain working capital, equity capital or any other financial statement
        condition or liquidity of the primary obligor so as to enable the primary
        obligor to pay such Indebtedness or other obligation or (d) as an account
        party
        in respect of any letter of credit or letter of guaranty issued to support
        such
        Indebtedness or obligation; provided, that the term Guarantee shall not
        include endorsements for collection or deposit in the ordinary course of
        business.

       

      "Guarantors"
        means each of the present or future Subsidiaries of the Borrower.

       

      "Guaranty"
        means that certain Guaranty dated as of July 13, 2007 executed by Guarantors
        in
        favor of the Administrative Agent and any and all other guaranties now or
        hereafter executed in favor of the Administrative Agent relating to the
        Obligations hereunder and the other Loan Documents, as any of them may from
        time
        to time be amended, modified, restated or supplemented.

       

      "Hazardous
        Materials"  means all explosive or radioactive substances or wastes and
        all hazardous or toxic substances, wastes or other pollutants, including
        petroleum or petroleum distillates, asbestos or asbestos containing materials,
        polychlorinated biphenyls, radon gas, infectious or medical wastes and all
        other
        substances or wastes of any nature regulated pursuant to any Environmental
        Law.

       

      "Indebtedness"
        of any Person means, without duplication, (a) all obligations of such
        Person for borrowed money, (b) all obligations of such Person evidenced by
        bonds, debentures, notes or similar instruments, (c) all obligations of
        such Person upon which interest charges are customarily paid, (d) all
        obligations of such Person under conditional sale or other title retention
        agreements relating to property acquired by such Person, (e) all
        obligations of such Person in respect of the deferred purchase price of property
        or services (excluding current accounts payable incurred in the ordinary
        course
        of business), (f) all Indebtedness of others secured by (or for which the
        holder of such Indebtedness has an existing right, contingent or otherwise,
        to
        be secured by) any Lien on property owned or acquired by such Person, whether
        or
        not the Indebtedness secured thereby has been assumed, (g) all Guarantees
        by such Person of Indebtedness of others, (h) all Capital Lease Obligations
        of such Person, (i) all obligations, contingent or otherwise, of such
        Person as an account party in respect of letters of credit and letters of
        guaranty and (j) all obligations, contingent or otherwise, of such Person
        in
        respect of bankers' acceptances.  The Indebtedness of any Person shall
        include the Indebtedness of any other entity (including any partnership in
        which
        such Person is a general partner) to the extent such Person is liable therefor
        as a result of such Person's ownership interest in or other relationship
        with
        such entity, except to the extent the terms of such Indebtedness provide
        that
        such Person is not liable therefor.   Notwithstanding the foregoing,
        (i) contingent obligations in respect of surety bonds in an aggregate amount
        equal to or less than $5,000,000 shall not constitute "Indebtedness" for
        purposes of this Agreement and (ii) contingent obligations in respect of
        standby
        letters of credit shall not constitute "Indebtedness" to the extent such
        obligations are fully cash collateralized.

       

      "Indemnified
        Taxes" means Taxes other than Excluded Taxes.

       

      "Interest
        Coverage Ratio" means, as of the last day of any fiscal quarter of the
        Borrower, the ratio of (a) EBITDA for the four fiscal quarters ending on
        such
        date to (b) Interest Expense for such four fiscal quarter period, determined
        in
        each case on a consolidated basis for Borrower and its Subsidiaries.

       

      "Interest
        Election Request" means a request by the Borrower to convert or continue a
        Borrowing in accordance with Section 2.06.

       

      "Interest
        Expense" means, for any period, interest expense of the Borrower and its
        Subsidiaries, on a consolidated basis, during such period, determined in
        accordance with GAAP, provided that, if the Borrower or any of its Subsidiaries
        acquires the Equity Interests or assets of any Person during such period
        under
        circumstances permitted under Section 6.14 hereof, Interest Expense shall
        be adjusted to give pro forma effect to such acquisition assuming that such
        transaction had occurred on the first day of such period.

       

      "Interest
        Payment Date" means (a) with respect to any ABR Loan, the last day of
        each March, June, September and December, and (b) with respect to any Eurodollar
        Loan, the last day of the Interest Period applicable to the Borrowing of
        which
        such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest
        Period of more than three months" duration, each day prior to the last day
        of
        such Interest Period that occurs at intervals of three months' duration after
        the first day of such Interest Period.

       

      "Interest
        Period" means with respect to any Eurodollar Borrowing, the period
        commencing on the date of such Borrowing and ending on the numerically
        corresponding day in the calendar month that is one, two, three or six 
months thereafter, or, if all of the Lenders shall have consented in writing,
        seven or fourteen days or nine or twelve months thereafter, as the Borrower
        may
        elect; provided, that (i) if any Interest Period would end on a day other
        than a Business Day, such Interest Period shall be extended to the next
        succeeding Business Day unless such next succeeding Business Day would fall
        in
        the next calendar month, in which case such Interest Period shall end on
        the
        next preceding Business Day, and (ii) any Interest Period that commences
        on the
        last Business Day of a calendar month (or on a day for which there is no
        numerically corresponding day in the last calendar month of such Interest
        Period) shall end on the last Business Day of the last calendar month of
        such
        Interest Period.  For purposes hereof, the date of a Borrowing initially
        shall be the date on which such Borrowing is made and thereafter shall be
        the
        effective date of the most recent conversion or continuation of such
        Borrowing.

       

      "Issuing
        Bank" means (a) Wells Fargo Bank, National Association and (b) Amegy Bank
        National Association, each in its capacity as an issuer of Letters of Credit
        hereunder, and its successors in such capacity as provided in
Section 2.04(i).  An Issuing Bank may, in its discretion,
        arrange for one or more Letters of Credit to be issued by Affiliates of such
        Issuing Bank, in which case the term "Issuing Bank" shall include any such
        Affiliate with respect to Letters of Credit issued by such Affiliate. 
Without limiting the foregoing, as to any particular Letter of Credit, the
        Borrower and any Lender may agree that such Lender (or an Affiliate of such
        Lender) shall be the "Issuing Bank" and in such event, such Lender shall
        be
        entitled to all of the rights, benefits and privileges of an Issuing Bank
        under
        this Agreement and the other Loan Documents (provided that the address of
        such
        Issuing Bank shall, in lieu of the address set forth in Section 9.1(iii)
        hereof, be such address as the Borrower and such Issuing Bank may agree in
        writing).  If any Letter of Credit is issued by any Person other than Wells
        Fargo Bank, National Association, Amegy Bank National Association, or their
        respective Affiliates, written notice thereof shall be given to the
        Administrative Agent designating the applicable Issuing Bank and providing
        applicable administrative information.

       

      "LC
        Disbursement" means a payment made by an Issuing Bank pursuant to a Letter
        of Credit.

       

      "LC
        Exposure" means, at any time, the sum of (a) the aggregate undrawn amount of
        all outstanding Letters of Credit at such time plus (b) the aggregate amount
        of
        all LC Disbursements that have not yet been reimbursed by or on behalf of
        the
        Borrower at such time.  The LC Exposure of any Lender at any time shall be
        its Applicable Percentage of the total LC Exposure at such time.

       

      "Lenders"
        means the Persons listed on Schedule 2.01 and any other Person that
        shall have become a party hereto pursuant to an Assignment and Assumption,
        other
        than any such Person that ceases to be a party hereto pursuant to an Assignment
        and Assumption.

       

      "Letter
        of Credit" means the Existing Letters of Credit and any letter of credit
        issued pursuant to this Agreement.

       

      "LIBO
        Rate" means, with respect to any Eurodollar Borrowing for any Interest
        Period, the rate set forth on Page BBAM of the Bloomberg Financial Markets
        Information Service as the London Interbank Offered Rate (or on any successor
        or
        substitute page of such Service, or any successor to or substitute for such
        Service, providing rate quotations comparable to those currently provided
        on
        such page of such Service, as determined by the Administrative Agent from
        time
        to time for purposes of providing quotations of interest rates applicable
        to
        dollar deposits in the London interbank market) at approximately 11:00 a.m.,
        London time, two Business Days prior to the commencement of such Interest
        Period, as the rate for dollar deposits with a maturity comparable to such
        Interest Period.  In the event that such rate is not available at such time
        for any reason, then the "LIBO Rate" with respect to such Eurodollar
        Borrowing for such Interest Period shall be the rate (rounded upwards, if
        necessary, to the next 1/16 of 1%) at which dollar deposits of $5,000,000
        and
        for a maturity comparable to such Interest Period are offered by the principal
        London office of the Administrative Agent in immediately available funds
        in the
        London interbank market at approximately 11:00 a.m., London time, two
        Business Days prior to the commencement of such Interest Period.

       

      "Lien"
        means, with respect to any asset, (a) any mortgage, deed of trust, lien,
        pledge, hypothecation, encumbrance, charge or security interest in, on or
        of
        such asset, (b) the interest of a vendor or a lessor under any conditional
        sale agreement, capital lease or title retention agreement (or any financing
        lease having substantially the same economic effect as any of the foregoing)
        relating to such asset and (c) in the case of securities, any purchase
        option, call or similar right of a third party with respect to such
        securities.

       

      "Loan"
        means a loan made pursuant to Section 2.01 as part of a Borrowing and refers
        to
        an ABR Loan or an Eurodollar Loan.

       

      "Loan
        Documents" means, collectively, this Agreement, the Notes, the Guaranty, the
        Notice of Entire Agreement, the Contribution  Agreement, the Subordination
        Agreements, all instruments, certificates and agreements now or hereafter
        executed or delivered to the Administrative Agent or any Lender pursuant
        to any
        of the foregoing or in connection with the obligations under this Agreement
        and
        the other Loan Documents, and all amendments, modifications, renewals,
        extensions, increases and rearrangements of, and substitutions for, any of
        the
        foregoing.

       

      "Loan
        Parties" means the Borrower and each of its Subsidiaries and shall also
        include each Guarantor.

       

      "Material
        Adverse Effect" means a material adverse effect on (a) the business,
        assets, operations or condition, financial or otherwise, of the Borrower
        and its
        Subsidiaries taken as a whole, (b) the ability of any Loan Party to perform
        any of its obligations under any Loan Document or (c) the rights of or
        benefits available to the Lenders under any Loan Document.

       

      "Material
        Indebtedness" means Indebtedness (other than the Loans and Letters of
        Credit), or obligations in respect of one or more Swap Agreements, of any
        one or
        more of the Borrower and any other Loan Party in an aggregate principal amount
        exceeding $8,000,000.  For purposes of determining Material Indebtedness,
        the "principal amount" of the obligations in respect of any Swap Agreement
        at
        any time shall be the maximum aggregate amount (giving effect to any netting
        agreements) that would be required to be paid if such Swap Agreement were
        terminated at such time.

       

      "Maturity
        Date" means June 30, 2012.

       

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

       

      "Multiemployer
        Plan" means a multiemployer plan as defined in Section 4001(a)(3) of
        ERISA.

       

      "Notes"
        shall have the meaning assigned to such term in Section 2.02(a)
        hereof.

       

      "Notice
        of Entire Agreement" means a notice of entire agreement executed by the
        Borrower each other Loan Party and the Administrative Agent, as the same
        may
        from time to time be amended, modified, supplemented or restated.

       

      "Obligations"
        means, as at any date of determination thereof, the sum of the following: 
(i) the aggregate principal amount of Loans outstanding hereunder, plus (ii)
        the
        aggregate amount of the LC Exposure, plus (iii) all other liabilities,
        obligations and indebtedness under any Loan Document of the Borrower or any
        other Loan Party, including, but not limited to, amounts accruing subsequent
        to
        the filing of any bankruptcy receivership, insolvency or like petition, whether
        or not allowed in connection with such bankruptcy, receivership, insolvency
        or
        like proceeding.

       

      "Other
        Taxes" means any and all present or future stamp or documentary taxes or any
        other excise or property taxes, charges or similar levies arising from any
        payment made under any Loan Document or from the execution, delivery or
        enforcement of, or otherwise with respect to, any Loan Document.

       

      "Participant"
        has the meaning set forth in Section 9.04.

       

      "PBGC"
        means the Pension Benefit Guaranty Corporation referred to and defined in
        ERISA
        and any successor entity performing similar functions.

       

      "Permitted
        Encumbrances" means:

       

      (a)       
Liens imposed by law
        for taxes, assessments, or other governmental charges or
        levies that are not yet due or are being contested in compliance with
Section 5.05;

       

      (b)       
carriers', warehousemen's,
        mechanics', materialmen's, repairmen's and other like
        Liens imposed by law, arising in the ordinary course of business and securing
        obligations that are not overdue by more than 30 days or are being contested
        in
        compliance with Section 5.05;

       

      (c)       
pledges and deposits
        made in the ordinary course of business in compliance with
        workers' compensation, unemployment insurance, old age pensions or other
        social
        security or retirement benefits, or similar legislation or to secure public
        or
        statutory obligations of the Borrower or any of its Subsidiaries;

       

      (d)       
deposits to secure the
        performance of bids, trade contracts, leases, statutory
        obligations, surety and appeal bonds, performance bonds and other obligations
        of
        a like nature, in each case in the ordinary course of business; 

       

      (e)       
judgment liens in respect
        of judgments that do not constitute an Event of
        Default under clause (l) of Article VII;

       

      (f)        
rights of set-off of
        banks or lenders in the ordinary course of banking
        arrangements; and

       

      (g)       
easements, zoning restrictions,
        rights-of-way and similar encumbrances on real
        property imposed by law or arising in the ordinary course of business that
        do
        not secure any monetary obligations and do not materially detract from the
        value
        of the affected property or interfere with the ordinary conduct of business
        of
        the Borrower or other Loan Party;

       

      provided
        that the term "Permitted Encumbrances" shall not include any Lien securing
        Indebtedness.

       

      "Permitted
        Investments" means:

       

      (a)       
direct obligations of,
        or obligations the principal of and interest on which are
        unconditionally guaranteed by, the United States of America (or by any agency
        thereof to the extent such obligations are backed by the full faith and credit
        of the United States of America), in each case maturing within one year from
        the
        date of acquisition thereof;

       

      (b)       
investments in commercial
        paper maturing within 270 days from the date of
        acquisition thereof and having, at such date of acquisition, the highest
        credit
        rating obtainable from S&P or from Moody's;

       

      (c)       
investments in certificates
        of deposit, banker's acceptances and time deposits
        maturing within 180 days from the date of acquisition thereof issued or
        guaranteed by or placed with, and money market deposit accounts issued or
        offered by, any domestic office of any Lender or any other commercial bank
        organized under the laws of the United States of America or any State thereof
        which has a combined capital and surplus and undivided profits of not less
        than
        $500,000,000;

       

      (d)       
fully collateralized
        repurchase agreements with a term of not more than 30 days
        for securities described in clause (a) above and entered into with a
        financial institution satisfying the criteria described in
clause (c) above;

       

      (e)       
money market funds that
        (i) comply with the criteria set forth in Securities and
        Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii)
        are
        rated AAA by S&P and Aaa by Moody's and (iii) have portfolio assets of at
        least $5,000,000,000; and

       

      (f)        
auction rate securities
        (debt instruments, tax-exempt, with a long-term maturity
        for which the interest rate is reset through a "dutch auction" process with
        interest on such instrument being paid at the end of each such auction period)
        that are rate Aaa by Moody's or AAA by S&P.

       

      "Person"
        means any natural person, corporation, limited liability company, trust,
        joint
        venture, association, company, partnership, Governmental Authority or other
        entity.

       

      "Plan" 
        means any employee pension benefit plan (other than a Multiemployer Plan)
        subject to the provisions of Title IV of ERISA or Section 412 of the
        Code or Section 302 of ERISA, and in respect of which the Borrower or other
        Loan Party or any of their ERISA Affiliates is (or, if such plan were
        terminated, would under Section 4069 of ERISA be deemed to be) an
        "employer" as defined in Section 3(5) of ERISA.

       

      "Prime
        Rate" means, on any day, the prime rate of Wells Fargo Bank, National
        Association in effect for that day at the principal offices of Wells Fargo
        Bank,
        National Association in Houston, Texas.  The Prime Rate is a reference rate
        and does not necessarily represent the lowest or best rate or a favored rate,
        and Administrative Agent and each Lender disclaims any statement, representation
        or warranty to the contrary.  Administrative Agent, any Lender or Wells
        Fargo Bank, National Association may make commercial loans or other loans
        at
        rates of interest at, above or below the Prime Rate.

       

      "Register"
        has the meaning set forth in Section 9.04.

       

      "Related
        Parties" means, with respect to any specified Person, such Person's
        Affiliates and the respective directors, officers, employees, agents and
        advisors of such Person and such Person's Affiliates.

       

      "Required Lenders"
        means (a) at any time when there are more than two Lenders, Lenders having
        Revolving Exposures and unused Commitments representing at least 662⁄3% of the sum
        of the total Revolving Exposures and unused Commitments at such time and
        (b) at
        any time when there are one or two Lenders, all of the Lenders.

       

      "Restricted
        Payment" means (i) any payment or prepayment of any Subordinated Debt and
        (ii) any dividend or other distribution (whether in cash, securities or other
        property) with respect to any Equity Interests in the Borrower or other Loan
        Party, or any payment (whether in cash, securities or other property), including
        any sinking fund or similar deposit, on account of the purchase, redemption,
        retirement, acquisition, cancellation or termination of any Equity Interests
        in
        the Borrower or other Loan Party or any option, warrant or other right to
        acquire any such Equity Interests in the Borrower or other Loan
        Party.   The term "Restricted Payments" as used herein shall include
        management fees paid to any Person owning any Equity Interests in and to
        the
        Borrower or any other Loan Party but shall not include issuances of Equity
        Interests by the Borrower.

       

      "Revolving
        Availability Period" means the period from and including the Effective Date
        to but excluding the earlier of the Maturity Date and the date of termination
        of
        the Commitments.

       

      "Revolving
        Exposure" means, with respect to any Lender at any time, the sum of the
        outstanding principal amount of such Lender's Loans and its LC Exposure at
        such
        time.

       

      "S&P"
        means Standard & Poor's Ratings Group.

       

      "Statutory
        Reserve Rate" means a fraction (expressed as a decimal), the numerator of
        which is the number one and the denominator of which is the number one minus
        the
        aggregate of the maximum reserve percentages (including any marginal, special,
        emergency or supplemental reserves) expressed as a decimal established by
        the
        Board to which the Administrative Agent is subject for eurocurrency funding
        (currently referred to as "Eurocurrency Liabilities" in Regulation D of the
        Board).  Such reserve percentages shall include those imposed pursuant to
        such Regulation D.  Eurodollar Loans shall be deemed to constitute
        eurocurrency funding and to be subject to such reserve requirements without
        benefit of or credit for proration, exemptions or offsets that may be available
        from time to time to any Lender under such Regulation D or any comparable
        regulation.  The Statutory Reserve Rate shall be adjusted automatically on
        and as of the effective date of any change in any reserve percentage.

       

      "Subordinated
        Debt" means all Indebtedness of a Person which has been subordinated on
        terms and conditions satisfactory to the Required Lenders, in their sole
        discretion, to all of the Obligations, whether now existing or hereafter
        incurred.  Indebtedness shall not be considered as "Subordinated Debt"
        unless and until the Administrative Agent shall have received copies of the
        documentation evidencing or relating to such Indebtedness together with a
        subordination agreement, in form and substance satisfactory to the Required
        Lenders, duly executed by the holder or holders of such Indebtedness and
        evidencing the terms and conditions of the required subordination.

       

      "Subordinated
        Debt Documents" means any indenture or note under which any Subordinated
        Debt is issued and all other instruments, agreements and other documents
        evidencing or governing any Subordinated Debt or providing for any Guarantee
        or
        other right in respect thereof.

       

      "Subordination
        Agreements" means (i) any subordination agreements now or hereafter executed
        in favor the Lenders with respect to any of the Subordinated Debt, and (ii)
        all
        amendments modifications, renewals, extensions, increases and rearrangements
        of,
        and substitutions for, any of the foregoing.

       

      "Subsidiary"
        means, with respect to any Person (the "parent") at any date, any
        corporation, limited liability company, partnership, association or other
        entity
        the accounts of which would be consolidated with those of the parent in the
        parent's consolidated financial statements if such financial statements were
        prepared in accordance with GAAP as of such date, as well as any other
        corporation, limited liability company, partnership, association or other
        entity
        (a) of which securities or other ownership interests representing more than
        50% of the equity or more than 50% of the ordinary voting power or, in the
        case
        of a partnership, more than 50% of the general partnership interests are,
        as of
        such date, owned, Controlled or held, or (b) that is, as of such date,
        otherwise Controlled, by the parent or one or more subsidiaries of the parent
        or
        by the parent and one or more subsidiaries of the parent.

       

      "Swap
        Agreement" means any agreement with respect to any swap, forward, future or
        derivative transaction or option or similar agreement involving, or settled
        by
        reference to, one or more rates, currencies, commodities, equity or debt
        instruments or securities, or economic, financial or pricing indices or measures
        of economic, financial or pricing risk or value or any similar transaction
        or
        any combination of these transactions; provided that no phantom stock or
        similar
        plan providing for payments only on account of services provided by current
        or
        former directors, officers, employees or consultants of the Borrower or any
        of
        its Subsidiaries shall be a Swap Agreement.

       

      "Taxes"
        means any and all present or future taxes, levies, imposts, duties, deductions,
        charges or withholdings imposed by any Governmental Authority.

       

      "Total
        Leverage Ratio" means, as of any day, the ratio of (a) Indebtedness as of
        such date  to (b) EBITDA for the four fiscal quarters most recently ended,
        determined in each case on a consolidated basis for the Borrower and its
        Subsidiaries.

       

      "Transactions"
        means (a) the execution, delivery and performance by each Loan Party of the
        Loan
        Documents to which it is to be a party, the borrowing of Loans, the use of
        the
        proceeds thereof and the issuance of Letters of Credit hereunder and (b)
        the
        execution, delivery and performance by each Loan Party of each other document
        and instrument required to satisfy the conditions precedent to the initial
        Loan
        hereunder.

       

      "Type",
        when used in reference to any Loan or Borrowing, refers to whether the rate
        of
        interest on such Loan, or on the Loans comprising such Borrowing, is determined
        by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

       

      "Withdrawal
        Liability" means liability to a Multiemployer Plan as a result of a complete
        or partial withdrawal from such Multiemployer Plan, as such terms are defined
        in
        Part I of Subtitle E of Title IV of ERISA.

       

      SECTION 1.02  Classification of Loans
        and
        Borrowings.  For purposes of this Agreement, Loans may be classified
        and referred to by Type (e.g., a "Eurodollar Loan").  Borrowings
        also may be classified and referred to by Type (e.g., a "Eurodollar
        Borrowing"").

       

      SECTION 1.03  Terms Generally.  The
        definitions of terms herein shall apply equally to the singular and plural
        forms
        of the terms defined.  Whenever the context may require, any pronoun shall
        include the corresponding mascu­line, feminine and neuter forms.  The
        words "include", "includes" and "including" shall be deemed to be followed
        by
        the phrase "without limitation".  The word "will" shall be construed to
        have the same meaning and effect as the word "shall".  Unless the context
        requires otherwise (a) any definition of or reference to any agreement,
        instrument or other document herein shall be construed as referring to such
        agreement, instrument or other document as from time to time amended,
        supplemented or otherwise modified (subject to any restrictions on such
        amendments, supplements or modifications set forth herein), (b) any reference
        herein to any Person shall be construed to include such Person"s successors
        and
        assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar
        import, shall be construed to refer to this Agreement in its entirety and
        not to
        any particular provision hereof, (d) all references herein to Articles,
        Sections, Exhibits and Schedules shall be construed to refer to Articles
        and
        Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
        "asset" and "property" shall be construed to have the same meaning and effect
        and to refer to any and all tangible and intangible assets and properties,
        including cash, securities, accounts and contract rights.

       

      SECTION 1.04  Accounting Terms;
        GAAP.  Except as otherwise expressly provided herein, all terms of an
        accounting or financial nature shall be construed in accordance with GAAP,
        as in
        effect from time to time; provided that, if the Borrower notifies the
        Administrative Agent that the Borrower requests an amendment to any provision
        hereof to eliminate the effect of any change occurring after the date hereof
        in
        GAAP or in the application thereof on the operation of such provision (or
        if the
        Administrative Agent notifies the Borrower that the Required Lenders request
        an
        amendment to any provision hereof for such purpose), regardless of whether
        any
        such notice is given before or after such change in GAAP or in the application
        thereof, then such provision shall be interpreted on the basis of GAAP as
        in
        effect and applied immediately before such change shall have become effective
        until  such notice shall have been withdrawn or such provision 
amended in accordance herewith.

       

      ARTICLE
        II 

      The
        Credits

       

       

      SECTION 2.01  Commitments.  Subject
        to the terms and conditions set forth herein, each Lender agrees to make
        Loans
        to the Borrower from time to time during the Revolving Availability Period
        in an
        aggregate principal amount that will not result in such Lender's Revolving
        Exposure exceeding such Lender's Commitment.  Within the foregoing limits
        and subject to the terms and conditions set forth herein, the Borrower may
        borrow, prepay and reborrow Loans.

       

      SECTION 2.02  Loans and
        Borrowings.

       

          (a)    Each
        Loan shall be made as
        part of a Borrowing consisting of Loans of the same Type made by the Lenders
        ratably in accordance with their respective Commitments.  The failure of
        any Lender to make any Loan required to be made by it shall not relieve any
        other Lender of its obligations hereunder; provided that the Commitments
        of the Lenders are several and no Lender shall be responsible for any other
        Lender"s failure to make Loans as required.  The Loans made by each Lender
        shall be evidenced by a single Note of the Borrower (each, together with
        all
        renewals, extensions, modifications and replacements thereof and substitutions
        therefor, a "Note," collectively, the "Notes") in substantially
        the form of Exhibit C, payable to the order of such Lender in a principal
        amount equal to the applicable Commitment of such Lender and otherwise duly
        completed.  Each Lender is hereby authorized by the Borrower to endorse on
        the schedule (or a continuation thereof) that may be attached to each Note
        of
        such Lender, to the extent applicable, the date, amount, type of and the
        applicable period of interest for each Loan made by such Lender to the Borrower
        hereunder, and the amount of each payment or prepayment of principal of such
        Loan received by such Lender, provided that any failure by such Lender to
        make
        any such endorsement shall not affect the obligations of the Borrower under
        such
        Note or hereunder in respect of such Loan.

       

          (b)          Subject
        to Section 2.12, each Borrowing shall be comprised entirely of ABR
        Loans or Eurodollar Loans as the Borrower may request in accordance
        herewith.  Each Lender at its option may make any Eurodollar Loan by
        causing any domestic or foreign branch or Affiliate of such Lender to make
        such
        Loan; provided that any exercise of such option shall not affect the
        obligation of the Borrower to repay such Loan in accordance with the terms
        of
        this Agreement.

       

          (c)          At
        the commencement of each Interest Period for any Eurodollar Borrowing, such
        Borrowing shall be in an aggregate amount of $200,000 or an integral multiple
        of
        $100,000 in excess thereof.  At the time that each ABR Borrowing is made,
        such Borrowing shall be in an aggregate amount that is an integral multiple
        of
        $200,000 or an integral multiple of $100,000 in excess thereof; provided
        that an ABR Borrowing may be in an aggregate amount that is equal to the
        entire
        unused balance of the total Commitments or that is required to finance the
        reimbursement of an LC Disbursement as contemplated by Section
        2.04(e).  Borrowings of more than one Type may be outstanding at the
        same time; provided that there shall not at any time be more than a total
        of five (5) Eurodollar Borrowings outstanding.

       

          (d)          
Notwithstanding any
        other provision of this Agreement, the Borrower shall not be
        entitled to request, or to elect to convert or continue, any Borrowing if
        the
        Interest Period requested with respect thereto would end after the Maturity
        Date.

       

      SECTION 2.03  Requests for
        Borrowings.   To request a Borrowing, the Borrower shall notify
        the Administrative Agent of such request by telephone (a) in the case of
        a
        Eurodollar Borrowing, not later than 11:00 a.m., Houston, Texas time, three
        Business Days before the date of the proposed Borrowing and (b) in the case
        of an ABR Borrowing, not later than 11:00 a.m., Houston, Texas time, one
        Business Day before the date of the proposed Borrowing; provided that any
        such notice of an ABR Borrowing to finance the reimbursement of an LC
        Disbursement as contemplated by Section 2.04(e) may be given not later
        than 10:00 a.m., Houston, Texas time, on the date of the proposed
        Borrowing.  Each such telephonic Borrowing Request shall be irrevocable and
        shall be confirmed promptly by hand delivery or telecopy to the Administrative
        Agent of a written Borrowing Request in a form approved by the Administrative
        Agent and signed by the Borrower.  Each such telephonic and written
        Borrowing Request shall specify the following information in compliance with
        Section 2.02:

       

       

              (i)            
          the aggregate amount of such Borrowing;

       

              (ii)           
           the date of such Borrowing, which shall be a Business
        Day;

       

              (iii)              whether
        such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

       

              (iv)             
        in the case of a Eurodollar Borrowing, the initial Interest Period to be
        applicable thereto, which shall be a period contemplated by the definition
        of
        the term "Interest Period"; and

       

              (v)             
        the location and number of the Borrower's account to which funds are to be
        disbursed, which shall comply with the requirements of Section
        2.05.

       

      If no election as to the Type of Borrowing is specified, then the requested
        Borrowing shall be an ABR Borrowing.  If no Interest Period is specified
        with respect to any requested Eurodollar Borrowing, then the Borrower shall
        be
        deemed to have selected an Interest Period of one month's duration. 
Promptly following receipt of a  Borrowing Request in accordance with this
        Section, the Administrative Agent shall advise each Lender of the details
        thereof and of the amount of such Lender's Loan to be made as part of the
        requested Borrowing.

       

       

      SECTION 2.04  Letters of
        Credit.

       

       

          (a)    General. 
        Subject to the terms and conditions set forth herein, the Borrower may request
        the issuance of Letters of Credit, in a form reasonably acceptable to the
        Administrative Agent and the applicable Issuing Bank, at any time and from
        time
        to time during the Revolving Availability Period.  In the event of any
        inconsistency between the terms and conditions of this Agreement and the
        terms
        and conditions of any form of letter of credit application or other agreement
        submitted by the Borrower to, or entered into by the Borrower with, an Issuing
        Bank relating to any Letter of Credit, the terms and conditions of this
        Agreement shall control.

       

          (b)           Notice
        of Issuance, Amendment, Renewal, Extension; Certain Conditions.  To
        request the issuance of a Letter of Credit (or the amendment, renewal or
        extension of an outstanding Letter of Credit), the Borrower shall hand deliver
        or telecopy (or transmit by electronic communication, if arrangements for
        doing
        so have been approved by the Issuing Bank) to the applicable Issuing Bank
        and
        the Administrative Agent (at least five Business Days in advance of the
        requested date of issuance, amendment, renewal or extension) a notice requesting
        the issuance of a Letter of Credit, or identifying the Letter of Credit to
        be
        amended, renewed or extended, and specifying the date of issuance, amendment,
        renewal or extension (which shall be a Business Day), the date on which such
        Letter of Credit is to expire (which shall comply with paragraph (c)
        of this Section), the amount of such Letter of Credit, the name and address
        of
        the beneficiary thereof and such other information as shall be necessary
        to
        prepare, amend, renew or extend such Letter of Credit.  If requested by
        such Issuing Bank, the Borrower also shall submit a letter of credit application
        on such Issuing Bank's standard form in connection with any request for a
        Letter
        of Credit.  A Letter of Credit shall be issued, amended, renewed or
        extended only if (and upon issuance, amendment, renewal or extension of each
        Letter of Credit the Borrower shall be deemed to represent and warrant that),
        after giving effect to such issuance, amendment, renewal or extension
        (i) the LC Exposure shall not exceed $15,000,000 and (ii) the total
        Revolving Exposures shall not exceed the total Commitments.

       

       
  (c)            Expiration
        Date.  Each Letter of Credit shall expire at or prior to the close of
        business on the earlier of (i) the date one year after the date of the
        issuance of such Letter of Credit (or, in the case of any renewal or extension
        thereof, one year after such renewal or extension) and (ii) the date that
        is five Business Days prior to the Maturity Date.

       

        
 (d)            
Participations.  By the issuance
        of a Letter of Credit by an Issuing
        Bank or an amendment to a Letter of Credit increasing the amount thereof
        (or in
        the case of the Existing Letters of Credit, on the Effective Date), and without
        any further action on the part of such Issuing Bank or the Lenders, such
        Issuing
        Bank hereby grants to each Lender, and each Lender hereby acquires from such
        Issuing Bank, a participation in such Letter of Credit equal to such Lender's
        Applicable Percentage of the aggregate amount available to be drawn under
        such
        Letter of Credit.  In consideration and in furtherance of the foregoing,
        each Lender hereby absolutely and unconditionally agrees to pay to the
        Administrative Agent, for the account of such Issuing Bank, such Lender's
        Applicable Percentage of each LC Disbursement made by such Issuing Bank and
        not
        reimbursed by the Borrower on the date due as provided in paragraph (e)
        of this Section, or of any reimbursement payment required to be refunded
        to the
        Borrower for any reason.  Each Lender acknowledges and agrees that its
        obligation to acquire participations pursuant to this paragraph in respect
        of
        Letters of Credit is absolute and unconditional and shall not be affected
        by any
        circumstance whatsoever, including any amendment, renewal or extension of
        any
        Letter of Credit or the occurrence and continuance of a Default or reduction
        or
        termination of the Commitments, and that each such payment shall be made
        without
        any offset, abatement, withholding or reduction whatsoever.

       

       
  (e)            
Reimbursement.  If an Issuing
        Bank shall make any LC Disbursement in
        respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement
        by paying to the Administrative Agent an amount equal to such LC Disbursement
        not later than 2:00 p.m., Houston, Texas time, on the date that such LC
        Disbursement is made, if the Borrower shall have received notice of such
        LC
        Disbursement prior to 10:00 a.m., Houston, Texas time, on such date, or,
        if such
        notice has not been received by the Borrower prior to such time on such date,
        then not later than 2:00 p.m., Houston, Texas time, on (i) the Business Day
        that
        the Borrower receives such notice, if such notice is received prior to 10:00
        a.m., Houston, Texas time, on the day of receipt, or (ii) the Business Day
        immediately following the day that the Borrower receives such notice, if
        such
        notice is not received prior to such time on the day of receipt; provided
        that the Borrower may, subject to the conditions to borrowing set forth herein,
        request in accordance with this Agreement that such payment be financed with
        an
        ABR Borrowing in an equivalent amount and, to the extent so financed, the
        Borrower's obligation to make such payment shall be discharged and replaced
        by
        the resulting ABR Borrowing.  If the Borrower fails to make such payment
        when due, the Administrative Agent shall notify each Lender of the applicable
        LC
        Disbursement, the payment then due from the Borrower in respect thereof and
        such
        Lender's Applicable Percentage thereof.  Promptly following receipt of such
        notice, each Lender shall pay to the Administrative Agent its Applicable
        Percentage of the payment then due from the Borrower, in the same manner
        as
        provided in Section 2.05 with respect to Loans made by such Lender
        (and Section 2.05 shall apply, mutatismutandis, to the
        payment obligations of the Lenders), and the Administrative Agent shall promptly
        pay to the applicable Issuing Bank the amounts so received by it from the
        Lenders.  Promptly following receipt by the Administrative Agent of any
        payment from the Borrower pursuant to this paragraph, the Administrative
        Agent
        shall distribute such payment to the applicable Issuing Bank or, to the extent
        that Lenders have made payments pursuant to this paragraph to reimburse such
        Issuing Bank, then to such Lenders and such Issuing Bank as their interests
        may
        appear.  Any payment made by a Lender pursuant to this paragraph to
        reimburse such Issuing Bank for any LC Disbursement (other than the funding
        of
        ABR Loans as contemplated above) shall not constitute a Loan and shall not
        relieve the Borrower of its obligation to reimburse such LC Disbursement.

       

        
 (f)              
Obligations Absolute.  The Borrower's
        obligation to reimburse LC
        Disbursements as provided in paragraph (e) of this Section shall be
        absolute, unconditional and irrevocable, and shall be performed strictly
        in
        accordance with the terms of this Agreement under any and all circumstances
        whatsoever and irrespective of (i) any lack of validity or enforceability
        of any
        Letter of Credit or this Agreement, or any term or provision therein, (ii)
        any
        draft or other document presented under a Letter of Credit proving to be
        forged,
        fraudulent or invalid in any respect or any statement therein being untrue
        or
        inaccurate in any respect, (iii) payment by an Issuing Bank under a Letter
        of
        Credit against presentation of a draft or other document that does not comply
        with the terms of such Letter of Credit, or (iv) any other event or circumstance
        whatsoever, whether or not similar to any of the foregoing, that might, but
        for
        the provisions of this Section, constitute a legal or equitable discharge
        of, or
        provide a right of setoff against, the Borrower's obligations hereunder. 
Neither the Administrative Agent, the Lenders nor any Issuing Bank, nor any
        of
        their Related Parties, shall have any liability or responsibility by reason
        of
        or in connection with the issuance or transfer of any Letter of Credit or
        any
        payment or failure to make any payment thereunder (irrespective of any of
        the
        circumstances referred to in the preceding sentence), or any error, omission,
        interruption, loss or delay in transmission or delivery of any draft, notice
        or
        other communication under or relating to any Letter of Credit (including
        any
        document required to make a drawing thereunder), any error in interpretation
        of
        technical terms or any consequence arising from causes beyond the control
        of any
        Issuing Bank; provided that the foregoing shall not be construed to
        excuse any Issuing Bank from liability to the Borrower to the extent of any
        direct damages (as opposed to consequential damages, claims in respect of
        which
        are hereby waived by the Borrower to the extent permitted by applicable law)
        suffered by such Borrower that are caused by an Issuing Bank's failure to
        exercise care when determining whether drafts and other documents presented
        under a Letter of Credit comply with the terms thereof.  The parties hereto
        expressly agree that, in the absence of gross negligence or willful misconduct
        on the part of such Issuing Bank (as finally determined by a court of competent
        jurisdiction), such Issuing Bank shall be deemed to have exercised care in
        each
        such determination.  In furtherance of the foregoing and without limiting
        the generality thereof, the parties agree that, with respect to documents
        presented which appear on their face to be in substantial compliance with
        the
        terms of a Letter of Credit, an Issuing Bank may, in its sole discretion,
        either
        accept and make payment upon such documents without responsibility for further
        investigation, regardless of any notice or information to the contrary, or
        refuse to accept and make payment upon such documents if such documents are
        not
        in strict compliance with the terms of such Letter of Credit.

       

       
  (g)             Disbursement
        Procedures.  An Issuing Bank shall, promptly following its receipt
        thereof, examine all documents purporting to represent a demand for payment
        under a Letter of Credit.  Such Issuing Bank shall promptly notify the
        Administrative Agent and the Borrower by telephone (confirmed by telecopy)
        of
        such demand for payment and whether such Issuing Bank has made or will make
        an
        LC Disbursement thereunder; provided that any failure to give or delay in
        giving such notice shall not relieve the Borrower of its obligation to reimburse
        such Issuing Bank and the Lenders with respect to any such LC
        Disbursement.

       

        
 (h)               Interim
        Interest.  If an Issuing Bank shall make any LC Disbursement, then,
        unless the Borrower shall reimburse such LC Disbursement in full on the date
        such LC Disbursement is made, the unpaid amount thereof shall bear interest,
        for
        each day from and including the date such LC Disbursement is made to but
        excluding the date that the Borrower reimburses such LC Disbursement, at
        the
        rate per annum then applicable to ABR Loans; provided that, if the
        Borrower fails to reimburse such LC Disbursement when due pursuant to
paragraph (e) of this Section, then Section 2.11(c) shall
        apply.  Interest accrued pursuant to this paragraph shall be for the
        account of the applicable Issuing Bank, except that interest accrued on and
        after the date of payment by any Lender pursuant to paragraph (e) of this
        Section to reimburse such Issuing Bank shall be for the account of such Lender
        to the extent of such payment.

       

       
  (i)                Replacement
        of an Issuing Bank.  An Issuing Bank may be replaced at any time by
        written agreement among the Borrower, the Administrative Agent, the replaced
        Issuing Bank and the successor Issuing Bank.  The Administrative Agent
        shall notify the Lenders of any such replacement of such Issuing Bank.  At
        the time any such replacement shall become effective, the Borrower shall
        pay all
        unpaid fees accrued for the account of the replaced Issuing Bank pursuant
        to
Section 2.10(b).  From and after the effective date of any such
        replacement, (i) the successor Issuing Bank shall have all the rights and
        obligations of an Issuing Bank under this Agreement with respect to Letters
        of
        Credit to be issued thereafter and (ii) references herein to the term "Issuing
        Bank" shall be deemed to include such successor or any previous Issuing Bank,
        or
        such successor and all previous Issuing Banks, as the context shall
        require.  After the replacement of an Issuing Bank hereunder, the replaced
        Issuing Bank shall remain a party hereto and shall continue to have all the
        rights and obligations of an Issuing Bank under this Agreement with respect
        to
        Letters of Credit issued by it prior to such replacement, but shall not be
        required to issue additional Letters of Credit.

       

       
  (j)             
Cash Collateralization.  If any Event
        of Default shall occur and be
        continuing, on the Business Day that the Borrower receives notice from the
        Administrative Agent or the Required Lenders (or, if the maturity of the
        Loans
        has been accelerated, Lenders with LC Exposure representing greater than
        66-2/3%
        of the total LC Exposure) demanding the deposit of cash collateral pursuant
        to
        this paragraph, the Borrower shall deposit in an account with the Administrative
        Agent, in the name of the Administrative Agent and for the benefit of the
        Lenders, an amount in cash equal to the LC Exposure as of such date plus
        any
        accrued and unpaid interest thereon; provided that the obligation to
        deposit such cash collateral shall become effective immediately, and such
        deposit shall become immediately due and payable, without demand or other
        notice
        of any kind, upon the occurrence of any Event of Default with respect to
        the
        Borrower described in clauses (h) or (i) of
Article VII.  The Borrower also shall deposit cash collateral
        pursuant to this paragraph as and to the extent required by
Section 2.09(b).  Each such deposit shall be held by the
        Administrative Agent as collateral for the payment and performance of the
        obligations of the Borrower under this Agreement.  The Administrative Agent
        shall have exclusive dominion and control, including the exclusive right
        of
        withdrawal, over such account.  Other than any interest earned on the
        investment of such deposits, which investments shall be made at the option
        and
        sole discretion of the Administrative Agent and at the Borrower's risk and
        expense, such deposits shall not bear interest.  Interest or profits, if
        any, on such investments shall accumulate in such account.  Moneys in such
        account shall be applied by the Administrative Agent to reimburse an Issuing
        Bank for LC Disbursements for which it has not been reimbursed and, to the
        extent not so applied, shall be held for the satisfaction of the reimbursement
        obligations of the Borrower for the LC Exposure at such time or, if the maturity
        of the Loans has been accelerated (but subject to the consent of Lenders
        with LC
        Exposure  representing greater than 662⁄3% of the total LC Exposure), be
        applied to satisfy other obligations of the Borrower under this Agreement. 
If the Borrower is required to provide an amount of cash collateral hereunder
        as
        a result of the occurrence of an Event of Default, such amount (to the extent
        not applied as aforesaid) shall be returned to the Borrower within three
        Business Days after all Events of Default have been cured or waived.  If
        the Borrower is required to provide an amount of cash collateral hereunder
        pursuant to Section 2.09(b), such amount (to the extent not applied
        as aforesaid) shall be returned to the Borrower as and to the extent that,
        after
        giving effect to such return, the Borrower would remain in compliance with
        Section 2.09(b) and no Default shall have occurred and be
        continuing.

       

       

      SECTION 2.05  Funding of
        Borrowings.

       

       

           
 (a)               
    Each Lender shall make each Loan to be made by it hereunder
        on the proposed date thereof by wire transfer of immediately available funds
        by
        12:00 noon, Houston, Texas time, to the account of the Administrative Agent
        most
        recently designated by it for such purpose by notice to the Lenders.  The
        Administrative Agent will make such Loans available to the Borrower by promptly
        crediting the amounts so received, in like funds, to an account of the Borrower
        maintained with the Administrative Agent in Houston, Texas and designated
        by the
        Borrower in the applicable Borrowing Request; provided that ABR Loans
        made to finance the reimbursement of an LC Disbursement as provided in
Section 2.04(e) shall be remitted by the Administrative Agent to the
        applicable Issuing Bank.

       

           
(b)              
    Unless the Administrative Agent shall have received notice
        from a Lender prior to the proposed date of any Borrowing that such Lender
        will
        not make available to the Administrative Agent such Lender's share of such
        Borrowing, the Administrative Agent may assume that such Lender has made
        such
        share available on such date in accordance with paragraph (a) of this
        Section and may, in reliance upon such assumption, make available to the
        Borrower a corresponding amount.  If a Lender has not in fact made its
        share of the applicable Borrowing available to the Administrative Agent,
        then
        the applicable Lender and the Borrower severally agree to pay to the
        Administrative Agent forthwith on demand such corresponding amount with interest
        thereon, for each day from and including the date such amount is made available
        to the Borrower to but excluding the date of payment to the Administrative
        Agent, at (i) in the case of such Lender, the greater of the Federal Funds
        Effective Rate and a rate determined by the Administrative Agent in accordance
        with banking industry rules on interbank compensation or (ii) in the case
        of the
        Borrower, the interest rate applicable to ABR Loans.  If such Lender pays
        such amount to the Administrative Agent, then such amount shall constitute
        such
        Lender's Loan included in such Borrowing.

       

       

            SECTION 2.06 
    Interest Elections.

       

       

           
(a)               
    Each Borrowing initially shall be of the Type specified in
        the applicable Borrowing Request and, in the case of a Eurodollar Borrowing,
        shall have an initial Interest Period as specified in such Borrowing
        Request.  Thereafter, the Borrower may elect to convert such Borrowing to a
        different Type or to continue such Borrowing and, in the case of a Eurodollar
        Borrowing, may elect Interest Periods therefor, all as provided in this
        Section.  The Borrower may elect different options with respect to
        different portions of the affected Borrowing, in which case each such portion
        shall be allocated ratably among the Lenders holding the Loans comprising
        such
        Borrowing, and the Loans comprising each such portion shall be considered
        a
        separate Borrowing.

       

           
(b)              
     To make an election pursuant to this Section, the
        Borrower shall notify the Administrative Agent of such election by telephone
        by
        the time that a Borrowing Request would be required under Section 2.03 if
        the Borrower were requesting a Borrowing of the Type resulting from such
        election to be made on the effective date of such election.  Each such
        telephonic Interest Election Request shall be irrevocable and shall be confirmed
        promptly by hand delivery or telecopy to the Administrative Agent of a written
        Interest Election Request in a form approved by the Administrative Agent
        and
        signed by the Borrower.

       

           
(c)               
    Each telephonic and written Interest Election Request shall
        specify the following information:

       

           
(i)                 
    the Borrowing to which such Interest Election Request applies
        and, if different options are being elected with respect to different portions
        thereof, the portions thereof to be allocated to each resulting Borrowing
        (in
        which case the information to be specified pursuant to clauses (iii) and
(iv) below shall be specified for each resulting Borrowing);

       

           
(ii)               
    the effective date of the election made pursuant to such
        Interest Election Request, which shall be a Business Day;

       

           
(iii)              
    whether the resulting Borrowing is to be an ABR Borrowing or
        a Eurodollar Borrowing; and

       

           
(iv)             
    if the resulting Borrowing is a Eurodollar Borrowing, the
        Interest Period to be applicable thereto after giving effect to such election,
        which shall be a period contemplated by the definition of the term "Interest
        Period".

       

      If
        any such Interest Election Request requests a Eurodollar Borrowing but does
        not
        specify an Interest Period, then the Borrower shall be deemed to have selected
        an Interest Period of one month's duration.

       

           
(d)              
    Promptly following receipt of an Interest Election Request,
        the Administrative Agent shall advise each Lender of the details thereof
        and of
        such Lender's portion of each resulting Borrowing.

       

           
(e)               
    If the Borrower fails to deliver a timely Interest Election
        Request with respect to a Eurodollar Borrowing prior to the end of the Interest
        Period applicable thereto, then, unless such Borrowing is repaid as provided
        herein, at the end of such Interest Period such Borrowing shall be converted
        to
        an ABR Borrowing.  Notwithstanding any contrary provision hereof, if an
        Event of Default has occurred and is continuing (i) no outstanding Borrowing
        may
        be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid,
        each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end
        of
        the Interest Period applicable thereto.

       

       

            SECTION 2.07 
    Termination, Reduction
        and Increase of
        Commitments.

       

       

           
(a)               
    Unless previously terminated, the Commitments shall
        termi­nate on the Maturity Date.

       

           
(b)              
    The Borrower may at any time terminate, or from time to time
        reduce, the Commitment; provided that (i) each reduction of the
        Commitments shall be in an amount equal to $1,000,000 or an integral multiple
        of
        $500,000 in excess thereof and (ii) the Borrower shall not terminate or reduce
        the Commitments if, after giving effect to any concurrent prepayment of the
        Loans in accordance with Section 2.09, the sum of the Revolving
        Exposures would exceed the total Commitments.

       

           
(c)               
    The Borrower shall notify the Administrative Agent of any
        election to terminate or reduce the Commitments under paragraph (b)
        of this Section, at least three Business Days prior to the effective date
        of
        such termination or reduction, specifying such election and the effective
        date
        thereof.  Promptly following receipt of any notice, the Administrative
        Agent shall advise the Lenders of the contents thereof.  Each notice
        delivered by the Borrower pursuant to this Section shall be irrevocable;
        provided that a notice of termination of the Commitments delivered by the
        Borrower may state that such notice is conditioned upon the effectiveness
        of
        other credit facilities, in which case such notice may be revoked by the
        Borrower (by notice to the Administrative Agent on or prior to the specified
        effective date) if such condition is not satisfied.  Any termination or
        reduction of the Commitments shall be permanent.  Each reduction of the
        Commitments shall be made ratably among the Lenders in accordance with their
        respective Commitments.

       

           
(d)              
    At any time prior to the expiration of the Revolving
        Availability Period, and so long as no Default or Event of Default shall
        have
        occurred which is continuing, the Borrower may elect to increase the aggregate
        of the Commitments to an amount not exceeding $100,000,000 minus any reductions
        in the Commitments pursuant to Section 2.07(b) hereof, provided that (i)
        the Borrower shall give at least fifteen (15) Business Days' prior written
        notice of such increase to the Administrative Agent and each existing Lender,
        (ii) each existing Lender shall have the right (but not the obligation) to
        subscribe to its pro rata share of the proposed increase in the Commitments
        by
        giving written notice of such election to the Borrower and the Administrative
        Agent within ten (10) Business Days after receipt of a notice from the Borrower
        as above described and only if an existing Lender does not exercise such
        election may the Borrower elect to add a new Lender, (iii) no Lender shall
        be
        required to increase its Commitment unless it shall have expressly agreed
        to
        such increase in writing (but otherwise, no notice to or consent by any Lender
        shall be required, notwithstanding anything to the contrary set forth in
        Section 9.02 hereof), (iv) the addition of new Lenders shall be subject
        to the terms and provisions of Section 9.04 hereof as if such new Lenders
        were acquiring an interest in the Loans by assignment from an existing Lenders
        (to the extent applicable, i.e. required approvals, minimum amounts and the
        like), (v) the Borrower shall execute and deliver such additional or replacement
        Notes and such other documentation (including evidence of proper authorization)
        as may be reasonably requested by the Administrative Agent, any new Lender
        or
        any Lender which is increasing its Commitment, (vi) no Lender shall have
        any
        right to decrease its Commitment as a result of such increase of the aggregate
        amount of the Commitments, (vii) the Administrative Agent shall have no
        obligation to arrange, find or locate any Lender or new bank or financial
        institution to participate in any unsubscribed portion of such increase in
        the
        aggregate committed amount of the Commitments, and (viii) such option to
        increase the Commitments may only be exercised once.  The Borrowers shall
        be required to pay (or to reimburse each applicable Lender for) any breakage
        costs incurred by any Lender in connection with the need to reallocate existing
        Loans among the Lenders following any increase in the Commitments pursuant
        to
        this provision.  Except as may otherwise be agreed by the Borrower and any
        applicable Lender, the Borrower shall not be required to pay any upfront
        or
        other fees or expenses to any existing Lenders, new Lenders or the
        Administrative Agent with respect to any such increase in Commitments.

       

       

            SECTION 2.08 
    Repayment of Loans; Evidence of
        Debt.

       

       

           
(a)               
    The Borrower hereby unconditionally promises to pay to the
        Administrative Agent for the account of each Lender the then unpaid principal
        amount of each Revolving Loan of such Lender on the Maturity Date.

       

           
(b)              
    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, including the amounts
        of principal and interest payable and paid to such Lender from time to time
        hereunder.

       

           
(c)               
    The Administrative Agent shall maintain accounts in which it
        shall record (i) the amount of each Loan made hereunder, the Type thereof
        and the Interest Period applicable thereto, (ii) the amount of any
        principal or interest due and payable or to become due and payable from the
        Borrower to each Lender hereunder and (iii) the amount of any sum received
        by the Administrative Agent hereunder for the account of the Lenders and
        each
        Lender's share thereof.

       

           
(d)              
    The entries made in the accounts maintained pursuant to
paragraphs (b) or (c) of this Section shall be
primafacie evidence of the existence and amounts
        of the
        obligations recorded therein (absent manifest error); provided that the
        failure of any Lender or the Administrative Agent to maintain such accounts
        or
        any error therein shall not in any manner affect the obligation of the Borrower
        to repay the Loans in accordance with the terms of this Agreement.

       

       

            SECTION 2.09 
    Prepayment of Loans.

       

       

           
(a)               
    The Borrower shall have the right at any time and from time
        to time to prepay any Borrowing in whole or in part, subject to the requirements
        of this Section.

       

           
(b)              
    In the event and on such occasion that the sum of the
        Revolving Exposures exceeds the total Commitments, the Borrower shall prepay
        Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral
        in an account with the Administrative Agent pursuant to Section 2.04(j))
        in an aggregate amount equal to such excess.

       

           
(c)               
    Prior to any optional or mandatory prepayment of Borrowings
        hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid
        and shall specify such selection in the notice of such prepayment pursuant
        to
        this Section.

       

           
(d)              
    The Borrower shall notify the Administrative Agent by
        telephone (confirmed by telecopy) of any prepayment hereunder (i) in the
        case of
        prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., Houston,
        Texas
        time, three Business Days before the date of prepayment or (ii) in the case
        of prepayment of an ABR Borrowing, not later than 11:00 a.m., Houston, Texas
        time, on the date of prepayment.  Each such notice shall be irrevocable and
        shall specify the prepayment date, the principal amount of each Borrowing
        or
        portion thereof to be prepaid and, in the case of a mandatory prepayment,
        a
        reasonably detailed calculation of the amount of such prepayment;
provided that, if a notice of optional prepayment is given in connection
        with a conditional notice of termination of the Commitments as contemplated
        by
Section 2.07, then such notice of prepayment may be revoked if such
        notice of termination is revoked in accordance with Section 2.07. 
Promptly following receipt of any such notice, the Administrative
        Agent shall
        advise the Lenders of the contents thereof.  Each partial prepayment of any
        Borrowing shall be in an amount that would be permitted in the case of an
        advance of a Borrowing of the same Type as provided in Section 2.02,
        except as necessary to apply fully the required amount of a mandatory
        prepayment.

       

       

            SECTION 2.10 
    Fees.

       

       

           
(a)               
    The Borrower agrees to pay to the Administrative Agent for
        the account of each Lender a commitment fee, which shall accrue at the
        Applicable Rate on the average daily unused amount of the Commitment of such
        Lender during the period from and including the date hereof to but excluding
        the
        date on which such Commitment terminates.  Accrued commitment fees shall be
        payable in arrears on the last day of March, June, September and December
        of
        each year and on the date on which the Commitments terminate, commencing
        on the
        first such date to occur after the date hereof.  All commitment fees shall
        be computed on the basis of a year of 360 days and shall be payable for the
        actual number of days elapsed (including the first day but excluding the
        last
        day).  For purposes of computing such commitment fees, a Commitment of a
        Lender shall be deemed to be used to the extent of the outstanding Loans
        and LC
        Exposure of such Lender.

       

           
(b)              
    The Borrower agrees to pay (i) to the Administrative Agent
        for the account of each Lender a participation fee with respect to its
        participations in Letters of Credit, which shall accrue at the same Applicable
        Rate used to determine the interest rate applicable to Eurodollar Loans on
        the
        average daily amount of such Lender's LC Exposure (excluding any portion
        thereof
        attributable to unreimbursed LC Disbursements) during the period from and
        including the Effective Date to but excluding the later of the date on which
        such Lender's Commitment terminates and the date on which such Lender ceases
        to
        have any LC Exposure (provided, however, that in no event shall such
        participation fees for any single Letter of Credit be less than $500) and
        (ii)
        to the applicable Issuing Bank a fronting fee, which shall accrue at the
        rate of
        1/8% per annum on the average daily amount of the LC Exposure (excluding
        any
        portion thereof attributable to unreimbursed LC Disbursements) during the
        period
        from and including the Effective Date to but excluding the later of the date
        of
        termination of the Commitments and the date on which there ceases to be any
        LC
        Exposure, as well as such Issuing Bank's standard fees with respect to the
        amendment, renewal or extension of any Letter of Credit or processing of
        drawings thereunder.  Participation fees and fronting fees accrued through
        and including the last day of March, June, September and December of each
        year
        shall be payable on the third Business Day following such last day, commencing
        on the first such date to occur after the Effective Date; provided that
        all such fees shall be payable on the date on which the Commitments terminate
        and any such fees accruing after the date on which the Commitments terminate
        shall be payable on demand.  Any other fees payable to an Issuing Bank
        pursuant to this paragraph shall be payable within 10 days after demand. 
All participation fees and fronting fees shall be computed on the basis of
        a
        year of 360 days and shall be payable for the actual number of days elapsed
        (including the first day but excluding the last day).

       

           
(c)               
    All fees payable hereunder shall be paid on the dates due, in
        immediately available funds, to the Administrative Agent (or to the applicable
        Issuing Bank, in the case of fees payable to it) for distribution, in the
        case
        of commitment fees and participation fees, to the Lenders entitled
        thereto.  Fees paid shall not be refundable under any circumstances.

       

       

            SECTION 2.11 
    Interest.

       

       

           
(a)               
    The Loans comprising each ABR Borrowing shall bear
        interest at the lesser of (i) the Alternate Base Rate plus the Applicable
        Rate
        or (ii) the Ceiling Rate.

       

           
(b)              
    The Loans comprising each Eurodollar Borrowing shall bear
        interest at the lesser of (i) the Adjusted LIBO Rate for the Interest Period
        in
        effect for such Borrowing plus the Applicable Rate or (ii) the Ceiling
        Rate.

       

           
(c)               
    Notwithstanding the foregoing, if any principal of or
        interest on any Loan or any fee or other amount payable by the Borrower
        hereunder is not paid when due, whether at stated maturity, upon acceleration
        or
        otherwise, such overdue amount shall bear interest, after as well as before
        judgment, at a rate per annum equal to the lesser of (i) the Ceiling Rate
        or
        (ii) in the case of overdue principal of any Loan, 2% plus the rate otherwise
        applicable to such Loan as provided in the preceding paragraphs of this Section
        or in the case of any other amount, 2% plus the rate applicable to ABR Loans
        as
        provided in paragraph (a) of this Section.

       

           
(d)              
    Accrued interest on each Loan shall be payable in arrears on
        each Interest Payment Date for such Loan and upon termination of the
        Commitments; provided that (i) interest accrued pursuant to paragraph
        (c) of this Section shall be payable on demand, (ii) in the event of any
        repayment or prepayment of any Loan (other than a prepayment of an ABR Loan
        prior to the end of the Revolving Availability Period), accrued interest
        on the
        principal amount repaid or prepaid shall be payable on the date of such
        repayment or prepayment and (iii) in the event of any conversion of any
        Eurodollar Loan prior to the end of the current Interest Period therefor,
        accrued interest on such Loan shall be payable on the effective date of such
        conversion.

       

           
(e)               
    All interest hereunder shall be computed on the basis of a
        year of 360 days, except that interest computed by reference to the Alternate
        Base Rate at times when the Alternate Base Rate is based on the Prime Rate
        shall
        be computed on the basis of a year of 365 days (or 366 days in a leap year),
        and
        in each case shall be payable for the actual number of days elapsed (including
        the first day but excluding the last day).  The applicable Alternate Base
        Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent,
        and
        such determination shall be conclusive absent manifest error.

       

       

            SECTION 2.12 
    Alternate Rate of Interest.  If prior to the
        commencement of any Interest Period for a Eurodollar Borrowing:

       

           
(a)               
    the Administrative Agent determines (which determination
        shall be conclusive absent manifest error) that adequate and reasonable means
        do
        not exist for ascertaining the Adjusted LIBO Rate for such Interest Period;
        or

       

           
(b)              
    the Administrative Agent is advised by the Required Lenders
        that the Adjusted LIBO Rate for such Interest Period will not adequately
        and
        fairly reflect the cost to such Lenders (or Lender) of making or maintaining
        their Loans (or its Loan) included in such Borrowing for such Interest
        Period;

       

      then
        the Administrative Agent shall give notice thereof to the Borrower and the
        Lenders by telephone or telecopy as promptly as practicable thereafter and,
        until the Administrative Agent notifies the Borrower and the Lenders that
        the
        circumstances giving rise to such notice no longer exist, (i) any Interest
        Election Request that requests the conversion of any Borrowing to, or
        continuation of any  Borrowing as, a Eurodollar Borrowing shall be
        ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing,
        such Borrowing shall be made as an ABR Borrowing; provided that if the
        circumstances giving rise to such notice affect only one Type of Borrowings,
        then the other Type of Borrowings shall be permitted.

       

       

            SECTION 2.13 
    Increased Costs.

       

           
(a)               
    If any Change in Law shall:

       

           
(i)                 
    impose, modify or deem applicable any reserve, special
        deposit or similar requirement against assets of, deposits with or for the
        account of, or credit extended by, any Lender (except any such reserve
        requirement reflected in the Adjusted LIBO Rate) or any Issuing Bank; or

       

           
(ii)               
    impose on any Lender or any Issuing Bank or the London
        interbank market any other condition affecting this Agreement or Eurodollar
        Loans made by such Lender or any Letter of Credit or participation
        therein;

       

      and
        the result of any of the foregoing shall be to increase the cost to such
        Lender
        of making or main­taining any Eurodollar Loan (or of maintaining its
        obligation to make any such Loan) or to increase the cost to such Lender
        or such
        Issuing Bank of participating in, issuing or maintaining any Letter of Credit
        or
        to reduce the amount of any sum received or receivable by such Lender or
        such
        Issuing Bank hereunder (whether of principal, interest or otherwise), then
        the
        Borrower will pay to such Lender or such Issuing Bank, as the case may be,
        such
        additional amount or amounts as will compensate such Lender or such Issuing
        Bank, as the case may be, for such additional costs incurred or reduction
        suffered.

       

           
(b)              
    If any Lender or any Issuing Bank determines that any Change
        in Law regarding capital requirements has or would have the effect of reducing
        the rate of return on such Lender's or such Issuing Bank's capital or on
        the
        capital of such Lender's or such Issuing Bank's holding company, if any,
        as a
        consequence of this Agreement or the Loans made by, or participations in
        Letters
        of Credit held by, such Lender, or the Letters of Credit issued by such Issuing
        Bank, to a level below that which such Lender or such Issuing Bank or such
        Lender's or such Issuing Bank's holding company could have achieved but for
        such
        Change in Law (taking into consideration such Lender's or such Issuing Bank's
        policies and the policies of such Lender's or such Issuing Bank's holding
        company with respect to capital adequacy), then from time to time the Borrower
        will pay to such Lender or such Issuing Bank, as the case may be, such
        additional amount or amounts as will compensate such Lender or such Issuing
        Bank
        or such Lender's or such Issuing Bank's holding company for any such reduction
        suffered.

       

           
(c)               
    A certificate of a Lender or an Issuing Bank setting forth
        the amount or amounts necessary to compensate such Lender or such Issuing
        Bank
        or its holding company, as the case may be, as specified in
paragraphs (a) or (b) of this Section shall be delivered to
        the Borrower, demonstrating in reasonable detail the calculation of the amounts,
        and shall be conclusive absent manifest error.  The Borrower shall pay such
        Lender or such Issuing Bank, as the case may be, the amount shown as due
        on any
        such certificate within 10 days after receipt thereof.

       

           
(d)              
    Failure or delay on the part of any Lender or any Issuing
        Bank to demand compensation pursuant to this Section shall not constitute
        a
        waiver of such Lender's or such Issuing Bank's right to demand such
        compensation; provided that the Borrower shall not be required to
        compensate a Lender or an Issuing Bank pursuant to this Section for any
        increased costs or reductions incurred more than 90 days prior to the date
        that
        such Lender or such Issuing Bank, as the case may be, notifies the Borrower
        of
        the Change in Law giving rise to such increased costs or reductions and of
        such
        Lender's or such Issuing Bank's intention to claim compensation therefor;
        providedfurther that, if the Change in Law giving rise to such
        increased costs or reductions is retroactive and if such Lender or such Issuing
        Bank, as the case may be, notifies the Borrower of such Change of Law within
        90
        days after the adoption, enactment or similar act with respect to such Change
        of
        Law, then the 90-day period referred to above shall be extended to include
        the
        period from the effective date of such Change of Law to the date of such
        notice.

       

            SECTION 2.14 
    Break Funding Payments.  In the event of (a)
        the
        payment of any principal of any Eurodollar Loan other than on the last day
        of an
        Interest Period applicable thereto (including as a result of an Event of
        Default), (b) the conversion of any Eurodollar Loan other than on the last
        day
        of the Interest Period applicable thereto, (c) the failure to borrow, convert,
        continue or prepay any Loan on the date specified in any notice delivered
        pursuant hereto, or (d) the assignment of any Eurodollar Loan other than on
        the last day of the Interest Period applicable thereto as a result of a request
        by the Borrower pursuant to Section 2.17, then, in any such event,
        the Borrower shall compensate each Lender for the loss, cost and expense
        attributable to such event.  Such loss, cost or expense to any Lender shall
        be deemed to include an amount determined by such Lender to be the excess,
        if
        any, of (i) the amount of interest which would have accrued on the principal
        amount of such Loan had such event not occurred, at the Adjusted LIBO Rate
        that
        would have been applicable to such Loan, for the period from the date of
        such
        event to the last day of the then current Interest Period therefor (or, in
        the
        case of a failure to borrow, convert or continue, for the period that would
        have
        been the Interest Period for such Loan), over (ii) the amount of interest
        which
        would accrue on such principal amount for such period at the interest rate
        which
        such Lender would bid were it to bid, at the commencement of such period,
        for
        dollar deposits of a comparable amount and period from other banks in the
        eurodollar market.  A certifi­cate of any Lender setting forth any
        amount or amounts that such Lender is entitled to receive pursuant to this
        Section, demonstrating in reasonable detail the calculation of the amounts,
        shall be delivered to the Borrower and shall be conclusive absent manifest
        error.  The Borrower shall pay such Lender the amount shown as due on any
        such certificate within 10 days after receipt thereof.

       

       

            SECTION 2.15 
    Taxes.

       

       

           
(a)               
    Any and all payments by or on account of any obligation of
        the Borrower hereunder or under any other Loan Document shall be made free
        and
        clear of and without deduction for any Indemnified Taxes or Other Taxes;
        provided that if the Borrower shall be required to deduct any Indemnified
        Taxes or Other Taxes from such payments, then (i) 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) the
        Administrative Agent, Lender or Issuing Bank (as the case may be) receives
        an
        amount equal to the sum it would have received had no such deductions been
        made,
        (ii) the Borrower shall make such deductions and (iii) the Borrower
        shall pay the full amount deducted to the relevant Governmental Authority
        in
        accordance with applicable law.

       

           
(b)              
    In addition, the Borrower shall pay any Other Taxes to the
        relevant Governmental Authority in accordance with applicable law.

       

           
(c)               
    The Borrower shall indemnify the Administrative Agent, each
        Lender and each Issuing Bank, within 10 days after written demand therefor,
        for
        the full amount of any Indemnified Taxes or Other Taxes paid by the
        Administrative Agent, such Lender or such Issuing Bank, as the case may be,
        on
        or with respect to any payment by or on account of any obligation of the
        Borrower hereunder or under any other Loan Document (including Indemnified
        Taxes
        or Other Taxes imposed or asserted on or attributable to amounts payable
        under
        this Section) and any penalties, interest and reasonable expenses arising
        therefrom or with respect thereto, whether or not such Indemnified Taxes
        or
        Other Taxes were correctly or legally imposed or asserted by the relevant
        Governmental Authority.  A certificate as to the amount of such payment or
        liability delivered to the Borrower by a Lender or an Issuing Bank, or by
        the
        Administrative Agent on its own behalf or on behalf of a Lender or an Issuing
        Bank, demonstrating in reasonable detail the calculation of the amounts,
        shall
        be conclusive absent manifest error.

       

           
(d)              
    As soon as practicable after any payment of Indemnified Taxes
        or Other Taxes by the Borrower to a Governmental Authority, the Borrower
        shall
        deliver to the Administrative Agent the original or a certified copy of a
        receipt issued by such Governmental Authority evidencing such payment, a
        copy of
        the return reporting such payment or other evidence of such payment reasonably
        satisfactory to the Administrative Agent.

       

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

       

            SECTION 2.16 
    Payments Generally; Pro
        Rata Treatment; Sharing of
        Set-offs.

       

           
(a)               
    The Borrower shall make each payment required to be made by
        it hereunder or under any other Loan Document (whether of principal, interest,
        fees or reimbursement of LC Disbursements, or of amounts payable under
Sections 2.13, 2.14 or 2.15, or otherwise) prior to the time
        expressly required hereunder or under such other Loan Document for such payment
        (or, if no such time is expressly required, prior to 2:00 p.m., Houston,
        Texas
        time), on the date when due, in immediately available funds, without setoff,
        deduction or counterclaim.  Any amounts received after such time on any
        date may, in the discretion of the Administrative Agent, be deemed to have
        been
        received on the next succeeding Business Day for purposes of calculating
        interest thereon.  All such payments shall be made to the Administrative
        Agent at its offices at 1700 Lincoln Ave.,  MAC C7300-034, Denver, Colorado
        80203, except payments to be made directly to an Issuing Bank as expressly
        provided herein and except that payments pursuant to Sections 2.13, 2.14,
        2.15 and 9.03 shall be made directly to the Persons entitled thereto
        and payments pursuant to other Loan Documents shall be made to the Persons
        specified therein.  The Administrative Agent shall distribute any such
        payments received by it for the account of any other Person to the appropriate
        recipient promptly following receipt thereof.  If any payment under any
        Loan Document shall be due on a day that is not a Business Day, the date
        for
        payment shall be extended to the next succeeding Business Day, and, in the
        case
        of any payment accruing interest, interest thereon shall be payable for the
        period of such extension.  All payments under each Loan Document shall be
        made in dollars.

       

           
(b)              
    If at any time insufficient funds are received by and
        available to the Administrative Agent to pay fully all amounts of principal,
        unreimbursed LC Disbursements, interest and fees then due hereunder, such
        funds
        shall be applied (i) first, towards payment of interest and fees then due
        hereunder, ratably among the parties entitled thereto in accordance with
        the
        amounts of interest and fees then due to such parties, and (ii) second, towards
        payment of principal and unreimbursed LC Disbursements then due hereunder,
        ratably among the parties entitled thereto in accordance with the amounts
        of
        principal and unreimbursed LC Disbursements then due to such parties.

       

           
(c)               
    If any Lender shall, by exercising any right of setoff or
        counterclaim or otherwise, obtain payment in respect of any principal of
        or
        interest on any of its Loans or participations in LC Disbursements resulting
        in
        such Lender receiving payment of a greater proportion of the aggregate amount
        of
        its Loans and participations in LC Disbursements and accrued interest thereon
        than the proportion received by any other Lender, then the Lender receiving
        such
        greater proportion shall purchase (for cash at face value) participations
        in the
        Loans and participations in LC Disbursements of other Lenders to the extent
        necessary so that the benefit of all such payments shall be shared by the
        Lenders ratably in accordance with the aggregate amount of principal of and
        accrued interest on their respective Loans and participations in LC
        Disbursements; provided that (i) if any such participations are purchased
        and all or any portion of the payment giving rise thereto is recovered, 
such participations shall be rescinded and the purchase price restored to
        the
        extent of such recovery, without interest, and (ii) the provisions of this
        paragraph shall not be construed to apply to any payment made by the Borrower
        pursuant to and in accordance with the express terms of this Agreement or
        any
        payment obtained by a Lender as consideration for the assignment of or sale
        of a
        participation in any of its Loans or participations in LC Disbursements to
        any
        assignee or participant, other than to the Borrower or any other Loan Party
        or
        Affiliate thereof (as to which the provisions of this paragraph shall
        apply).  Each Lender agrees that it will not exercise any right of setoff
        or counterclaim or otherwise obtain payment in respect of any Obligation
        owed to
        it other than principal of and interest accruing on the Loans and participations
        in the LC Disbursements, unless all of the outstanding principal of and accrued
        interest on the Loans and LC Disbursements have been paid in full. The Borrower
        consents to the foregoing and agrees, to the extent it may effectively do
        so
        under applicable law, that any Lender acquiring a participation pursuant
        to the
        foregoing arrangements may exercise against the Borrower rights of set-off
        and
        counterclaim with respect to such participation as fully as if such Lender
        were
        a direct creditor of the Borrower in the amount of such participation.

       

           
(d)              
    Unless the Administrative Agent shall have received notice
        from the Borrower prior to the date on which any payment is due to the
        Administrative Agent for the account of the Lenders or an Issuing Bank hereunder
        that the Borrower will not make such payment, the Administrative Agent may
        assume that the Borrower has made such payment on such date in accordance
        herewith and may, in reliance upon such assumption, distribute to the Lenders
        or
        the applicable Issuing Bank, as the case may be, the amount due.  If the
        Borrower has not in fact made such payment when due, then each of the Lenders
        or
        the applicable Issuing Bank, as the case may be, severally agrees to repay
        to
        the Administrative Agent forthwith on demand the amount so distributed to
        such
        Lender or such Issuing Bank with interest thereon, for each day from and
        including the date such amount is distributed to it to but excluding the
        date of
        payment to the Administrative Agent, at the greater of the Federal Funds
        Effective Rate and a rate determined by the Administrative Agent in accordance
        with banking industry rules on interbank compensation.

       

           
(e)               
    If any Lender shall fail to make any payment required to be
        made by it pursuant to this Agreement, then the Administrative Agent may,
        in its
        discretion (notwithstanding any contrary provision hereof), apply any amounts
        thereafter received by the Administrative Agent for the account of such Lender
        to satisfy such Lender's obligations hereunder until all such unsatisfied
        obligations are fully paid.

       

            SECTION 2.17 
    Mitigation Obligations;
        Replacement of
        Lenders.

       

           
(a)               
    If any Lender requests compensation under
Section 2.13, or if the Borrower is required to pay any
        additional amount to any Lender or any Governmental Authority for the account
        of
        any Lender pursuant to Section 2.15, then such Lender shall use
        reasonable efforts to designate a different lending office for funding or
        booking its Loans hereunder or to assign its rights and obligations hereunder
        to
        another of its offices, branches or Affiliates, if, in the judgment of such
        Lender, such designation or assignment (i) would eliminate or reduce amounts
        payable pursuant to Sections 2.13 or 2.15, as the case may be, in
        the future and (ii) would not subject such Lender to any unreimbursed cost
        or
        expense and would not otherwise be disadvantageous to such Lender.  The
        Borrower hereby agrees to pay all reasonable costs and expenses incurred
        by any
        Lender in connection with any such designation or assignment.

       

           
(b)              
    If any Lender requests compensation under
Section 2.13, or if the Borrower is required to pay any additional
        amount to any Lender or any Governmental Authority for the account of any
        Lender
        pursuant to Section 2.15, or if any Lender defaults in its
        obligation to fund Loans hereunder, then the Borrower may, at its sole expense
        and effort, upon notice to such Lender and the Administrative Agent, require
        such Lender to assign and delegate, without recourse (in accordance with
        and
        subject to the restrictions contained in Section 9.04), all its
        interests, rights and obligations under this Agreement to an assignee that
        shall
        assume such obligations (which assignee may be another Lender, if a Lender
        accepts such assignment); provided that (i)such assignor Lender shall
        have received payment of an amount equal to the outstanding principal of
        its
        Loans and participations in LC Disbursements, accrued interest thereon, accrued
        fees and all other amounts payable to it hereunder, from the assignee (to
        the
        extent of such outstanding principal and accrued interest and fees) or the
        Borrower (in the case of all other amounts) and (ii) in the case of any
        such assignment resulting from a claim for compensation under
Section 2.13 or payments required to be made pursuant to
Section 2.15, such assignment will result in a reduction in such
        compensation or payments.  A Lender shall not be required to make any such
        assignment and delegation if, prior thereto, as a result of a waiver by such
        Lender or otherwise, the circumstances entitling the Borrower to require
        such  assignment and delegation cease to apply.

       

       

            SECTION 2.18 
    Defaulting Lender.  

       

       

           
(a)               
    Notwithstanding anything to the contrary contained herein, in
        the event any Lender (x) has refused (which refusal constitutes a breach
        by such
        Lender of its obligations under this Agreement) to make available its portion
        of
        any Loan or (y) notifies either the Administrative Agent or the Borrower
        that
        such Lender does not intend to make available its portion of any Loan (if
        the
        actual refusal would constitute a breach by such Lender of its obligations
        under
        this Agreement) (each, a "Lender Default"), all rights and obligations
        hereunder of such Lender (a "Defaulting Lender") as to which a Lender
        Default is in effect and of the other parties hereto shall be modified to
        the
        extent of the express provisions of this Section while such Lender Default
        remains in effect.

       

           
(b)              
     Advances shall be incurred pro rata from Lenders which
        are not Defaulting Lenders (the "Non-Defaulting Lenders") based on their
        respective Commitments) and no Commitment of any Lender or any pro rata share
        of
        any Loans required to be advanced by any Lender shall be increased as a result
        of such Lender Default.  Amounts received in respect of principal of any
        type of Loans shall be applied to reduce the applicable Loans of each Lender
        pro
        rata based on the aggregate of the outstanding Loans of that type of all
        Lenders
        at the time of such application; provided that such amount shall not be applied
        to any Loans of a Defaulting Lender at any time when, and to the extent that,
        the aggregate amount of Loans of any Non-Defaulting Lender exceeds such
        Non-Defaulting Lender's Commitment of all Loans then outstanding.

       

           
(c)               
    A Defaulting Lender shall not be entitled to give
        instructions to the Administrative Agent or to approve, disapprove, consent
        to
        or vote on any matters relating to this Agreement and the other Loan
        Documents.  All amendments, waivers and other modifications of this
        Agreement and the other Loan Documents may be made without regard to a
        Defaulting Lender and, for purposes of the definition of "Required Lenders,"
        a
        Defaulting Lender shall be deemed not to be a Lender and not to have Loans
        outstanding.

       

           
(d)              
    Other than as expressly set forth in this Section, the rights
        and obligations of a Defaulting Lender (including the obligation to indemnify
        the Administrative Agent) and the other parties hereto shall remain
        unchanged.  Nothing in this Section shall be deemed to release any
        Defaulting Lender from its obligations under this Agreement and the other
        Loan
        Documents, shall alter such obligations, shall operate as a waiver of any
        default by such Defaulting Lender hereunder, or shall prejudice any rights
        which
        the Borrower, the Administrative Agent or any Lender may have against any
        Defaulting Lender as a result of any default by such Defaulting Lender
        hereunder.  

       

           
(e)               
    In the event a Defaulting Lender retroactively cures to the
        satisfaction of the Administrative Agent the breach which caused a Lender
        to
        become a Defaulting Lender, such Defaulting Lender shall no longer be a
        Defaulting Lender and shall be treated as a Lender under this Agreement and
        the
        other Loan Documents.

       

       

           
ARTICLE
        III    

Representations and
        Warranties

       

       

      The
        Borrower represents and warrants to the Lenders that:

       

            SECTION 3.01 
    Organization; Powers.  Each of the Borrower
        and
        the other applicable Loan Parties is duly organized, validly existing and
        in
        good standing under the laws of the jurisdiction of its organization, has
        all
        requisite power and authority to carry on its business as now conducted and,
        except where the failure to do so would not reasonably be expected to result
        in
        a Material Adverse Effect, is qualified to do business in, and is in good
        standing in, every juris­diction where such qualification is
        required.

       

            SECTION 3.02 
    Authorization; Enforceability.  The Transactions
        to be entered into by each Loan Party are within such Loan Party's powers
        and
        have been duly authorized by all necessary action.  This Agreement has been
        duly executed and delivered by the Borrower and constitutes, and each other
        Loan
        Document to which any Loan Party is to be a party, when executed and delivered
        by such Loan Party, will constitute, a legal, valid and binding obligation
        of
        the Borrower or such Loan Party (as the case may be), enforceable in accordance
        with its terms, subject to applicable bankruptcy, insolvency, reorganization,
        moratorium or other laws affecting creditors' rights generally and subject
        to
        general principles of equity, regardless of whether considered in a proceeding
        in equity or at law.

       

            SECTION 3.03 
    Governmental Approvals;
        No Conflicts.  The
        Transactions (a) do not require any material consent or approval of,
        registration or filing with, or any other action by, any Governmental Authority,
        except such as have been obtained or made and are in full force and effect
        and
        except filings necessary to perfect Liens created under the Loan Documents,
        (b)
        will not violate any applicable law or regulation or the charter, by-laws
        or
        other organizational documents of the Borrower or any other applicable Loan
        Party or any order of any Governmental Authority, (c) will not violate or
        result
        in a default under any material indenture, agreement or other instrument
        binding
        upon the Borrower or any other Loan Party or their assets, or give rise to
        a
        right thereunder to require any payment to be made by the Borrower or any
        other
        Loan Party, and (d) will not result in the creation or imposition of any
        Lien on
        any asset of the Borrower or any other Loan Party, except Liens created under
        the Loan Documents.

       

            SECTION 3.04 
    Financial Condition.  The Borrower has
        heretofore
        furnished to the Lenders the Borrower's consolidated balance sheet and
        statements of income, stockholders equity and cash flows (1) as of and for
        the
        fiscal year ended August 30, 2006 and (2) as of and for the fiscal quarter
        ended
        May 9, 2007, certified by its chief financial officer.  Such financial
        statements present fairly, in all material respects, the financial position
        and
        results of operations and cash flows of the Borrower and its consolidated
        Subsidiaries as of such dates and for such periods in accordance with GAAP,
        subject to year-end audit adjustments and the absence of footnotes in the
        case
        of the statements referred to in clause (2) above. Since August 30, 2006,
        there has been no material adverse change in the business, assets, operations
        or
        condition, financial or otherwise, of the Borrower and its Subsidiaries,
        taken
        as a whole.  After giving effect to the Transactions, none of the Borrower
        or its Subsidiaries has, as of the Effective Date, any material contingent
        liabilities or unrealized losses except as evidenced by the Loan
        Documents.

       

            SECTION 3.05 
    Properties.

       

           
(a)               
    The Borrower and each other Loan Party has good title to, or
        valid leasehold interests in, all its real and personal property material
        to its
        business, except for minor defects in title that do not interfere with its
        ability to conduct its business as currently conducted or to utilize such
        properties for their intended purposes.

       

           
(b)              
    The Borrower and each other Loan Party owns, or is licensed
        to use, all trademarks, tradenames, copyrights, patents and other intellectual
        property material to its business, and the use thereof by the Borrower and
        each
        other Loan Party does not infringe upon the rights of any other Person, except
        for any such infringements that could not reasonably be expected to result
        in a
        Material Adverse Effect.

       

       

            SECTION 3.06 
    Litigation and Environmental
        Matters.

       

       

           
(a)               
    There are no actions, suits or proceedings by or before any
        arbitrator or Governmental Authority pending against or, to the knowledge
        of the
        Borrower, threatened against or affecting the Borrower or any other Loan
        Party
        (i) as to which there is a reasonable possi­bility of an adverse
        determination and that, if adversely deter­mined, could reasonably be
        expected to result in a Material Adverse Effect or (ii) that involve any of
        the Loan Documents or the Transactions.

       

           
(b)              
    Except with respect to any other matters that could not
        reasonably be expected to result in a Material Adverse Effect, neither the
        Borrower nor any other Loan Party (i) has failed to comply with any
        Environmental Law or to obtain, maintain or comply with any permit, license
        or
        other approval required under any Environmental Law, (ii) has become
        subject to any Environmental Liability, (iii) has received notice of any
        claim with respect to any Environmental Liability, (iv) knows of any basis
        for
        any Environmental Liability or (v) has failed to properly dispose of all
        "hazardous" and "toxic" substances.  No such substances have been released
        at any site or facility owned or controlled by the Borrower or any other
        Loan
        Party which could result in liability exceeding $1,000,000 in the
        aggregate.

       

       

            SECTION 3.07 
    Compliance with Laws
        and Agreements.  The
        Borrower and each other Loan Party is in compliance with all laws, regulations
        and orders of any Governmental Authority applicable to it or its property
        and
        all indentures, agreements and other instruments binding upon it or its
        property, except where the failure to do so could not reasonably be expected
        to
        result in a Material Adverse Effect.  No Default has occurred and is
        continuing.

       

       

            SECTION 3.08 
    Investment Company Status.  Neither the Borrower
        nor any other Loan Party is an "investment company" as defined in, or subject
        to
        regulation under, the Investment Company Act of 1940.

       

       

            SECTION 3.09 
    Taxes.  The Borrower and
        each other Loan Party
        has timely filed or caused to be filed all Tax returns and reports required
        to
        have been filed and has paid or caused to be paid all Taxes required to have
        been paid by it, except (a) Taxes that are being contested in good faith by
        appropriate proceedings and for which the Borrower or such other Loan Party,
        as
        applicable, has set aside on its books adequate reserves or (b) to the
        extent that the failure to do so could not reasonably be expected to result
        in a
        Material Adverse Effect.

       

       

            SECTION 3.10 
    ERISA.  No ERISA Event has
        occurred or is
        reasonably expected to occur that, when taken together with all other such
        ERISA
        Events for which liability is reasonably expected to occur, could reasonably
        be
        expected to result in a Material Adverse Effect.  The present value of all
        accumulated benefit obligations under each Plan (based on the assumptions
        used
        for purposes of Statement of Financial Accounting Standards No. 87) did
        not, as of the date of the most recent financial statements reflecting such
        amounts, exceed the fair market value of the assets of such Plan, and the
        present value of all accumulated benefit obligations of all underfunded Plans
        (based on the assumptions used for purposes of Statement of Financial Accounting
        Standards No. 87) did not, as of the date of the most recent financial
        statements reflecting such amounts, exceed the fair market value of the assets
        of all such underfunded Plans, in each of such cases so as to cause a Material
        Adverse Effect.

       

       

            SECTION 3.11 
    Disclosure.  The Borrower has
        disclosed to the
        Lenders all agreements, instruments and corporate or other restrictions to
        which
        the Borrower or any other Loan Party is subject, the breach or non-compliance
        of
        which could reasonably be expected to result in a Material Adverse Effect,
        and
        has disclosed to the Lenders all other matters known to any of them, that
        could
        reasonably be expected to result in a Material Adverse Effect.  None of the
        reports, financial statements, certificates or other information furnished
        by or
        on behalf of any Loan Party to the Administrative Agent or any Lender in
        connection with the negotiation of this Agreement or any other Loan Document
        or
        delivered hereunder or thereunder (as modified or supplemented by other
        information so furnished) contains any material misstatement of fact or omits
        to
        state any material fact necessary to make the statements therein, taken as
        a
        whole, in the light of the circumstances under which they were made, not
        misleading; provided, however, that the Borrower makes no representation
        or
        warranty as to the accuracy of any projections.

       

       

            SECTION 3.12 
    Subsidiaries.  As of the date of
        this Agreement,
        the Borrower has no Subsidiaries other than as set forth on Schedule 3.12
        hereto.  As of the date of this Agreement, the Borrower owns, directly or
        indirectly, all of the outstanding Equity Interests in and to each Subsidiary
        listed on Schedule 3.12 hereto and such Equity Interests constitute 100%
        of the issued and outstanding Equity Interest of each such Subsidiary.

       

       

            SECTION 3.13 
    Insurance.  As of the Effective
        Date, all
        premiums due in respect of all insurance maintained by the Borrower and each
        other Loan Party have been paid.

       

       

            SECTION 3.14 
    Labor Matters.  As of the Effective
        Date, there
        are no strikes, lockouts or slowdowns against the Borrower or any other Loan
        Party pending or, to the knowledge of the Borrower, threatened.  The hours
        worked by and payments made to employees of the Borrower and the other Loan
        Parties have not been in violation of the Fair Labor Standards Act or any
        other
        applicable Federal, state, local or foreign law dealing with such matters,
        except where any such violation could not reasonably be expected to have
        a
        Material Adverse Effect.  All payments due from the Borrower or any other
        Loan Party, or for which any claim may be made against the Borrower or any
        other
        Loan Party, on account of wages and employee health and welfare insurance
        and
        other benefits, have been paid or accrued as a liability on the books of
        the
        Borrower or such other Loan Party.  The consummation of the Transactions
        will not give rise to any right of termination or right of renegotiation
        on the
        part of any union under any collective bargaining agreement to which the
        Borrower or any other Loan Party is bound.

       

       

            SECTION 3.15 
    Solvency.  Immediately after
        the consummation of
        the Transactions to occur on the Effective Date and immediately following
        the
        making of each Loan made on the Effective Date and after giving effect to
        the
        application of the proceeds of such Loans, (a) the fair value of the assets
        of
        each Loan Party, at a fair valuation, will exceed its debts and liabilities,
        subordinated, contingent or otherwise; (b) the present fair saleable value
        of
        the property of each Loan Party will be greater than the amount that will
        be
        required to pay the probable liability of its debts and other liabilities,
        subordinated, contingent or otherwise, as such debts and other liabilities
        become absolute and matured; (c) each Loan Party will be able to pay its
        debts
        and liabilities, subordinated, contingent or otherwise, as such debts and
        liabilities become absolute and matured; and (d) each Loan Party will not
        have
        unreasonably small capital with which to conduct the business in which it
        is
        engaged as such business is now conducted and is proposed to be conducted
        following the Effective Date.

       

       

           
ARTICLE
        IV     
Conditions

       

       

            SECTION 4.01 
    Effective Date.  The obligations of
        the Lenders
        to make Loans and of the Issuing Banks to issue Letters of Credit hereunder
        shall not become effective until the date on which each of the following
        conditions is satisfied (or waived in accordance with Section
        9.02):

       

           
(a)               
    The Administrative Agent (or its counsel) shall have received
        from each party hereto either (i) counterparts of this Agreement signed on
        behalf of such party or (ii) written evidence satisfactory to the Administrative
        Agent (which may include telecopy transmission of a signed signature page
        of
        this Agreement) that such party has signed counterparts of this Agreement.

       

           
(b)              
    The Administrative Agent (or its counsel) shall have received
        from Borrower an original of each Note signed on behalf of Borrower.

       

           
(c)               
    The Administrative Agent (or its counsel) shall have received
        from Borrower and from each other party to the Loan Documents (other than
        the
        Notes) either (i) counterparts of each applicable Loan Document signed on
        behalf
        of such party or (ii) written evidence satisfactory to the Administrative
        Agent
        (which may include telecopy transmission of a signed signature page of the
        applicable Loan Document) that such party has signed counterparts of such
        Loan
        Document.

       

           
(d)              
    The Administrative Agent shall have received written opinions
        (addressed to the Administrative Agent and the Lenders and dated the Effective
        Date) of counsel for the Borrower and the other Loan Parties, in form and
        substance reasonably satisfactory to the Administrative Agent and its counsel,
        covering such other matters relating to the Loan Parties, the Loan Documents
        or
        the Transactions as the Required Lenders shall reasonably request. 

       

           
(e)               
    The Administrative Agent shall have received such documents
        and certificates as the Administrative Agent or its counsel may reasonably
        request relating to the organization, existence and good standing of each
        Loan
        Party, the authorization of the Transactions and any other legal matters
        relating to the Loan Parties, the Loan Documents or the Transactions, all
        in
        form and substance reasonably satisfactory to the Administrative Agent and
        its
        counsel.

       

           
(f)                
    The Administrative Agent shall have received a certificate,
        dated the Effective Date and signed by an appropriate officer or other
        responsible party acceptable to Administrative Agent on behalf of the Borrower,
        confirming compliance with the conditions set forth in
paragraphs (a) and (b) of Section 4.02.

       

           
(g)               
    The Administrative Agent shall have received all fees and
        other amounts due and payable on or prior to the Effective Date, including,
        to
        the extent invoiced, reimbursement or payment of all out‐of‐pocket expenses
        (including fees, charges and disbursements of counsel) required to be reimbursed
        or paid by any Loan Party hereunder or under any other Loan Document.

       

           
(h)               
    The Administrative Agent and the Lenders shall have received
        evidence that the insurance required by Section 5.07 is in effect.

       

           
(i)                 
    The Administrative Agent shall notify the Borrower and the
        Lenders of the Effective Date, and such notice shall be conclusive and
        binding.

       

       

            SECTION 4.02 
    Each Credit Event.  The obligation of
        each Lender
        to make a Loan on the occasion of any Borrowing (other than a Borrowing which
        is
        merely a conversion or continuation of existing Loans), and of the Issuing
        Banks
        to issue, amend, renew or extend any Letter of Credit, is subject to receipt
        of
        the request therefor in accordance herewith and to the satisfaction of the
        following conditions:

       

       

           
(a)               
    The representations and warranties of each Loan Party set
        forth in the Loan Documents shall be true and correct on and as of the date
        of
        such Borrowing or the date of issuance, amendment, renewal or extension of
        such
        Letter of Credit, as applicable.

       

           
(b)              
    At the time of and immediately after giving effect to such
        Borrowing or the issuance, amendment, renewal or extension of such Letter
        of
        Credit, as applicable, no Default shall have occurred and be continuing and
        there shall have occurred no event which would be reasonably likely to have
        a
        Material Adverse Effect.

       

      Each
        Borrowing (other than a Borrowing which is merely a conversion or continuation
        of existing Loans) and each issuance, amendment, renewal or extension of
        a
        Letter of Credit shall be deemed to constitute a representation and warranty
        by
        the Borrower on the date thereof as to the matters specified in paragraphs
        (a) and (b) of this Section.

       

       

       

           
ARTICLE
        V     
    Affirmative Covenants

       

       

      Until
        the Commitments have expired or been terminated and the principal of and
        interest on each Loan and all fees payable hereunder shall have been paid
        in
        full and all Letters of Credit shall have expired or terminated and all LC
        Disbursements shall have been reimbursed, the Borrower covenants and agrees
        with
        the Lenders that:

       

       

       

            SECTION 5.01 
    Financial Statements
        and Other Information.  The
        Borrower will furnish to the Administrative Agent and each Lender:

       

       

           
(a)               
    within 90 days after the end of each fiscal year of the
        Borrower, its audited consolidated balance sheet and related statements of
        operations, shareholders' equity and cash flows as of the end
        of and for such year, setting forth in each case in comparative form the
        figures
        for the previous fiscal year, all reported on by independent public accountants
        of recognized national standing (without a "going concern" or like qualification
        or exception and without any qualification or exception as to the scope of
        such
        audit) to the effect that such consolidated financial statements present
        fairly
        in all material respects the financial condition and results of operations
        of
        the Borrower and its consolidated Subsidiaries on a consolidated basis in
        accordance with GAAP consistently applied;

       

           
(b)              
    within 45 days after the end of each fiscal quarter
        (excluding the last fiscal quarter) of each fiscal year of the Borrower,
        its
        consolidated balance sheet and related statements of operations, shareholders'
        equity and cash flows as of the end of and for such fiscal quarter and the
        then
        elapsed portion of the fiscal year, setting forth in each case in comparative
        form the figures for the corresponding period or periods of (or, in the case
        of
        the balance sheet, as of the end of) the previous fiscal year, all certified
        by
        one of its Finan­cial Officers as presenting fairly in all material respects
        the financial condition and results of operations of the Borrower and its
        consolidated Subsidiaries on a consolidated basis in accordance with GAAP
        consis­tently applied, subject to normal year-end audit adjustments and the
        absence of footnotes;

       

           
(c)               
    concurrently with any delivery of financial statements under
clauses (a) or (b) above, a certificate of a Financial Officer of
        the Borrower, in the form of Exhibit B hereto, (i) certifying as to
        whether a Default has occurred and, if a Default has occurred, specifying
        the
        details thereof and any action taken or proposed to be taken with respect
        thereto, (ii) setting forth reasonably detailed calculations demonstrating
        compliance with Sections 5.12 and 6.12 and (iii) stating
        whether any change in GAAP or in the application thereof has occurred since
        the
        Effective Date and, if any such change has occurred, specifying the effect
        of
        such change on the financial statements accompanying such certificate;

       

           
(d)              
    within sixty (60) days after the commencement of each fiscal
        year of the Borrower, a detailed consolidated budget for such fiscal year
        (including a projected consolidated balance sheet and related statements
        of
        projected operations and cash flow as of the end of and for such fiscal year
        and
        setting forth the assumptions used for purposes of preparing such budget
        and
        including detailed break-outs for each fiscal month) and, promptly when
        available, any significant revisions of such budget;

       

           
(e)               
    concurrently with any delivery of financial statements under
clauses (a) or (b) above, a management discussion and
        analysis; and

       

           
(f)                
    promptly following any request therefor, such other
        information regarding the operations, business affairs and financial condition
        of the Borrower or any other Loan Party, or compliance with the terms of
        any
        Loan Document, as the Administrative Agent may reasonably request.

       

       

            SECTION 5.02 
    Notices of Material Events.  The Borrower will
        furnish to the Administrative Agent prompt written notice of the
        following:

       

       

           
(a)               
    the occurrence of any Default;

       

           
(b)              
    the filing or commencement of any action, suit or proceeding
        by or before any arbitrator or Governmental Authority against or affecting
        the
        Borrower or any Affiliate thereof that, if adversely determined, could
        reasonably be expected to result in a Material Adverse Effect;

       

           
(c)               
    any other development that results in, or would reasonably be
        expected to result in, a Material Adverse Effect.

       

      Each
        notice delivered under this Section shall be accompanied by a statement of
        a
        Financial Officer or other executive officer of the Borrower setting forth
        the
        details of the event or development requiring such notice and any action
        taken
        or proposed to be taken with respect thereto.

       

       

            SECTION 5.03 
    Information Regarding
        the Borrower.  The Borrower
        will furnish to the Administrative Agent prompt written notice of any change
        (i)
        in any Loan Party's jurisdiction of organization or corporate name, (ii)
        in the
        location of any Loan Party's chief executive office or its principal place
        of
        business, (iii) in any Loan Party's identity or corporate structure or (iv)
        in
        any Loan Party's Federal Taxpayer Identification Number.

       

       

            SECTION 5.04 
    Existence; Conduct of
        Business.  The Borrower
        will, and will cause each other Loan Party to, do or cause to be done all
        things
        necessary to preserve, renew and keep in full force and effect its legal
        existence and the rights, licenses, permits, privileges, franchises, patents,
        copyrights, trademarks and trade names material to the conduct of its business;
        provided that the foregoing shall not prohibit any merger, consolidation,
        liquidation or dissolution permitted under Section 6.03 or any sale,
        transfer or disposition permitted under Section 6.05.

       

       

            SECTION 5.05 
    Payment of Obligations.  The Borrower will,
        and
        will cause each other Loan Party to, pay its Indebtedness and other obligations,
        including liabilities for Taxes, before the same shall become delinquent
        or in
        default, except where (a) the validity or amount thereof is being contested
        in
        good faith by appropri­ate proceedings, (b) the Borrower or such other Loan
        Party has set aside on its books adequate reserves with respect thereto in
        accordance with GAAP, (c) such contest effectively suspends collection of
        the
        contested obligation and the enforcement of any Lien securing such obligation
        and (d) the failure to make payment pending such contest would not reasonably
        be
        expected to result in a Material Adverse Effect.

       

       

            SECTION 5.06 
    Maintenance of Properties.  The Borrower will,
        and will cause each other Loan Party to, keep and maintain all property material
        to the conduct of its business in good working order and condition, ordinary
        wear and tear excepted.

       

       

            SECTION 5.07 
    Insurance.  The Borrower will,
        and will cause
        each other Loan Party to, maintain, with financially sound and reputable
        insurance companies insurance in such amounts (with no greater risk retention)
        and against such risks as are customarily maintained by companies of established
        repute engaged in the same or similar businesses operating in the same or
        similar locations.  Unless required by applicable laws, neither the
        Borrower nor any Loan Party shall be required to maintain worker's compensation
        insurance so long as the Borrower or such Loan Party maintains non-subscriber
        employer's liability insurance in such amounts (with no greater risk retention)
        as are customarily maintained by companies of established repute engaged
        in the
        same or similar businesses operating in the same or similar locations.  The
        Borrower will furnish to the Lenders, upon request of the Administrative
        Agent
        or any Lender, information in reasonable detail as to the insurance so
        maintained.  In addition, upon reasonable request by the Administrative
        Agent (but, so long as no Event of Default has occurred which is continuing,
        not
        more frequently than once in any fiscal year), the Borrower will provide
        to the
        Administrative Agent a report by an independent insurance consultant reasonably
        acceptable to the Administrative Agent regarding the compliance by the Borrower
        and the other Loan Parties with the provisions of this Section.

       

       

            SECTION 5.08 
    Books and Records; Inspection
        and Audit Rights. 
The Borrower will, and will cause each other Loan Party to, keep proper
        books of
        record and account in which full, true and correct entries are made of all
        dealings and transactions in relation to its business and activities.  The
        Borrower will, and will cause each other Loan Party to, permit any
        representatives designated by the Administrative Agent or by any Lender,
        upon
        reasonable prior notice, to visit and inspect its properties, to examine
        and
        make extracts from its books and records, and to discuss its affairs, finances
        and condition with its officers and independent accountants, all at such
        reasonable times and as often as reasonably requested.

       

       

            SECTION 5.09 
    Compliance with Laws.  The Borrower will,
        and
        will cause each other Loan Party to, comply with all laws, rules, regulations
        and orders of any Governmental Authority applicable to it or its property,
        except where the failure to do so would not reasonably be expected to result
        in
        a Material Adverse Effect.

       

       

            SECTION 5.10 
    Use of Proceeds and Letters
        of Credit.  The
        Letters of Credit and the proceeds of the Loans will be used only for general
        working capital purposes, which may include refinancing existing
        Indebtedness.  No part of the proceeds of any Loan will be used, whether
        directly or indirectly, for any purpose that entails a violation of any of
        the
        Regulations of the Board, including Regulations U and X.

       

       

            SECTION 5.11 
    Further Assurances.  The Borrower will,
        and will
        cause each other Loan Party to, execute any and all further documents,
        agreements and instruments, and take all such further actions, which may
        be
        required under any applicable law, or which the Administrative Agent or the
        Required Lenders may reasonably request, to effectuate the transactions
        contemplated by the Loan Documents, all at the expense of the Loan
        Parties.

       

       

            SECTION 5.12 
    Financial Covenants.  The Borrower will
        have and
        maintain:

       

       

           
(a)               
    Total Leverage Ratio - a Total Leverage Ratio of
        not greater than 3.00 to 1.00 at all times.

       

       

           
(b)              
    Interest Coverage Ratio - an Interest Coverage
        Ratio of not less than  2.50 to 1.00 as of the end of each fiscal
        quarter.

       

       

           
ARTICLE
        VI    

   Negative
        Covenants

       

       

      Until
        the Commitments have expired or terminated and the principal of and interest
        on
        each Loan and all fees payable hereunder have been paid in full and all Letters
        of Credit have expired or terminated and all LC Disbursements shall have
        been
        reimbursed, the Borrower covenants and agrees with the Lenders that:

       

       

       

            SECTION 6.01 
    Indebtedness; Certain
        Equity Securities.

       

       

           
(a)               
    The Borrower will not, and will not permit any other Loan
        Party to, create, incur, assume or permit to exist any Indebtedness, except
        (subject, in each case, to the terms and provisions of Section
        5.12):

       

           
(i)                 
    Indebtedness created under the Loan Documents; 

       

           
(ii)               
    Indebtedness of the Borrower owing to any of its wholly-owned
        Subsidiaries and Indebtedness of any of the Borrower's wholly-owned Subsidiaries
        owing to the Borrower or any of its other wholly-owned Subsidiaries;

       

           
(iii)              
    Guarantees by the Borrower or any of the Borrower's
        wholly-owned Subsidiaries of Indebtedness of the Borrower or any of its other
        wholly-owned Subsidiaries to the extent such Indebtedness is otherwise permitted
        hereunder;

       

           
(iv)             
    "Mark to market" exposure resulting from any Swap Agreement
        entered into for protection against interest rate risks, and not for speculative
        purposes;

       

           
(v)               
    purchase money Indebtedness and Capital Lease
        Obligations;

       

           
(vi)             
    Indebtedness of the Borrower or any of the Borrower's
        wholly-owned Subsidiaries incurred in connection with any transaction or
        series
        of transactions permitted under the terms and provisions of Section 6.14
        (whether pre-existing Indebtedness owed by any Person acquired by the Borrower
        or any of its wholly-owned Subsidiaries or Indebtedness incurred in
        contemplation of such acquisition);

       

           
(vii)            
    other indebtedness in an aggregate principal amount not
        exceeding $2,000,000 at any one time outstanding; and

       

           
(viii)          
    extensions, renewals and replacements of any of the foregoing
        that do not increase the outstanding principal amount thereof.

       

           
(b)              
    The Borrower will not, nor will it permit any other Loan
        Party to, issue any preferred stock or other preferred Equity Interests after
        the Effective Date, other than preferred stock or preferred Equity Interests
        issued by a wholly-owned Subsidiary of the Borrower to the Borrower or to
        another wholly-owned Subsidiary of the Borrower pursuant to any merger permitted
        by Section 6.03.

       

       

            SECTION 6.02 
    Liens.  The Borrower will
        not, and will not
        permit any other Loan Party to, create, incur, assume or permit to exist
        any
        Lien on any property or asset now owned or hereafter acquired by it, or assign
        or sell any income or revenues (including accounts receivable) or rights
        in
        respect of any thereof, except:

       

       

           
(i)                 
    Liens created under the Loan Documents;

       

           
(ii)               
    Liens listed on Schedule 6.02 attached hereto and any
        renewals, replacements or extensions thereof;

       

           
(iii)              
    Liens created pursuant to Capital Lease Obligations or
        purchase money Indebtedness permitted under Section 6.01(a)(v); provided
        that such Liens are only in respect of the property or assets subject to,
        and
        secure only, the respective Capital Lease Obligations or purchase money
        Indebtedness;

       

           
(iv)             
    any Lien securing Indebtedness permitted under Section
        6.01(a)(vi) hereof existing on any property or asset of the acquired Person;
        provided that (x) such Lien is not created in contemplation of or in connection
        with such acquisition, (y) such Lien shall not apply to any other property
        or
        assets of the Borrower or any Subsidiary and (z) such Lien shall secure only
        those obligations which it secures on the date of such acquisition and
        extensions, renewals and replacements thereof that do not increase the
        outstanding principal amount thereof;

       

           
(v)               
    in addition to and cumulative of the Liens permitted under
        the other provisions of this Section, Liens securing Indebtedness not exceeding,
        in the aggregate at any one time outstanding, $20,000,000; and

       

           
(vi)             
    Permitted Encumbrances.

       

       

            SECTION 6.03 
    Fundamental Changes.

       

       

           
(a)               
    The Borrower will not, nor will it permit any other Loan
        Party to, merge into or consolidate with any other Person, or permit any
        other
        Person to merge into or consolidate with it, or liquidate or dissolve, other
        than in connection with acquisitions permitted under Section 6.14 hereof,
        except that, so long as no Default or Event of Default exists or would occur
        after giving effect thereto any Subsidiary of the Borrower may merge with
        or
        into any other wholly-owned Subsidiary of the Borrower or into the Borrower
        (except that if the Borrower is a party to any such merger, the Borrower
        must be
        the survivor).

       

           
(b)              
    The Borrower will not, and will not permit any other Loan
        Party to, engage to any material extent in any business other than businesses
        of
        the type conducted by the Borrower and the other Loan Parties on the date
        of
        execution of this Agreement and businesses reasonably related thereto.

       

       

            SECTION 6.04 
    Investments, Loans, Advances
        and Guarantees.  The
        Borrower will not, and will not permit any other Loan Party to, purchase,
        hold
        or acquire (including pursuant to any merger with any Person that was not
        a
        wholly owned Subsidiary of the Borrower prior to such merger) any Equity
        Interests in or evidences of indebtedness or other securities (including
        any
        option, warrant or other right to acquire any of the foregoing) of, make
        or
        permit to exist any loans or advances to, Guarantee any obligations of, or
        make
        or permit to exist any investment or any other interest in, any other Person,
        except:

       

       

           
(a)               
    Permitted Investments;

       

           
(b)              
    loans or advances made by the Borrower to any of the
        Borrower's wholly-owned Subsidiaries and loans or advances made by any of
        the
        Borrower's wholly-owned Subsidiaries to the Borrower or any of its other
        wholly-owned Subsidiaries;

       

           
(c)               
    loans or advances by the Borrower or any of its Subsidiaries
        to their respective employees in the ordinary course of business, not to
        exceed
        $500,000 in the aggregate at any one time outstanding;

       

           
(d)              
    accounts receivable owned by the Borrower or any of its
        Subsidiaries, if created in the ordinary course of business and payable or
        dischargeable in accordance with customary trade terms;

       

           
(e)               
    Guarantees constituting Indebtedness permitted by Section
        6.01;

       

           
(f)                
    creation of additional Subsidiaries in compliance with
Section 6.12;

       

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

       

           
(h)               
    Capital Expenditures made by the Borrower and its
        Subsidiaries in connection with their respective businesses to the extent
        permitted by Section 6.13;

       

           
(i)                 
    investments under Swap Agreements permitted by Section
        6.07;

       

           
(j)                
    acquisitions permitted by Section 6.14;

       

           
(k)              
    acquisition of loans which are fully guaranteed by the
        Borrower or any of its Subsidiaries (to the extent such guaranties are permitted
        under this Agreement);

       

           
(l)                 
    investments received in connection with the bankruptcy or
        reorganization of, or settlement of delinquent accounts and disputes with,
        customers and suppliers, in each case in the ordinary course of business;
        and

       

           
(m)             
    other investments, loans or advances not otherwise permitted
        by this Section 6.04 not to exceed $10,000,000 in the aggregate at any
        one time outstanding.

       

       

            SECTION 6.05 
    Asset Sales.  The Borrower will
        not, and will not
        permit any other Loan Party to, sell, transfer, lease or otherwise dispose
        of
        any asset, including any Equity Interest owned by it, nor will the Borrower
        permit any of its Subsidiaries to issue any additional Equity Interest in
        such
        Subsidiary, except:

       

       

           
(a)               
    sales of inventory, used or surplus equipment and Permitted
        Investments in the ordinary course of business;

       

           
(b)              
    sales, transfers and dispositions by the Borrower to any of
        its wholly-owned Subsidiaries or by any wholly-owned Subsidiary of the Borrower
        to the Borrower or any other wholly-owned Subsidiary of the Borrower; and

       

           
(c)               
    other sales by the Borrower or any of its Subsidiaries (other
        than the sale of less than all of the Equity Interests in and to any Subsidiary
        owned by the Borrower or any of its Subsidiaries) which do not exceed, in
        any
        fiscal year, eight percent (8%) of the net book value of the assets of the
        Borrower (on a consolidated basis) as of the last day of the immediately
        preceding fiscal year;

       

      provided
        that all sales, transfers, leases and other dispositions permitted hereby
        (other
        than those permitted by clause (b) above) shall be made to unaffiliated
        third parties for fair value and, except for sellers' notes not exceeding
        twenty
        percent (20%) of the sales price and which constitute investments permitted
        under Section 6.04 hereof, solely for cash consideration.

       

       

       

            SECTION 6.06 
    Sale and Leaseback Transactions.  Except as
        permitted under the provisions of Sections 6.05 and 6.14, the
        Borrower will not, and will not permit any other Loan Party to, enter into
        any
        arrangement, directly or indirectly, whereby it shall sell or transfer any
        property, real or personal, used or useful in its business, whether now owned
        or
        hereinafter acquired, and thereafter rent or lease such property or other
        property that it intends to use for substantially the same purpose or purposes
        as the property sold or transferred.

       

       

            SECTION 6.07 
    Swap Agreements.  The Borrower will
        not, and will
        not permit any other Loan Party to, enter into any Swap Agreement except
        as
        approved (excluding any pricing terms in connection with any Swap Agreement
        offered by a Lender) by Administrative Agent (such approval not to be
        unreasonably withheld or delayed).

       

       

            SECTION 6.08 
    Restricted Payments.  So long as there
        are no
        Loans outstanding at the time of the proposed Restricted Payment (and so
        long as
        no Event of Default is then existing or would arise as a result of the
        applicable Restricted Payment), the Borrower may, or may permit any other
        Loan
        Party to, declare or make, or agree to pay or make, directly or indirectly,
        any
        Restricted Payment, or incur any obligation (contingent or otherwise) to
        do
        so.  If there are Loans outstanding at the time of the proposed Restricted
        Payment, the Borrower will not, nor will it permit any other Loan Party to,
        declare or make, or agree to pay or make, directly or indirectly, any Restricted
        Payment, or incur any obligation (contingent or otherwise) to do so, if the
        declaration or making of such Restricted Payment would, when taken together
        with
        all other Restricted Payments made from and after the date hereof, exceed
        $50,000,000 in the aggregate.  Notwithstanding the foregoing, at any time
        (i) the Borrower may declare and pay dividends with respect to its Equity
        Interests payable solely in additional shares of its common stock, (ii)
        Subsidiaries of the Borrower may declare and pay dividends ratably with respect
        to their Equity Interests, (iii) the Borrower may declare and pay such payments
        or prepayments of Subordinated Debt as may be permitted under the terms and
        provisions of any applicable Subordination Agreement and (iv) management
        fees
        paid to advisors and consultants in an aggregate amount not to exceed $1,000,000
        in any fiscal year.

       

       

            SECTION 6.09 
    Transactions with Affiliates.  The Borrower will
        not, nor will it permit any other Loan Party to, sell, lease or otherwise
        transfer any property or assets to, or purchase, lease or otherwise acquire
        any
        property or assets from, or otherwise engage in any other transactions with,
        any
        of its Affiliates, except (a) transactions in the ordinary course of business
        that are at prices and on terms and conditions not less favorable to the
        Borrower or such other Loan Party than could be obtained on an arm's-length
        basis from unrelated third parties, (b) transactions between or among the
        Borrower and any Loan Party not involving any other Affiliate, (c) transactions
        described on Schedule 6.09 attached hereto, and (d) any Restricted
        Payment permitted by Section 6.08.

       

       

            SECTION 6.10 
    Restrictive Agreements.  The Borrower will
        not,
        nor will it permit any other Loan Party to, directly or indirectly, enter
        into,
        incur or permit to exist any agreement or other arrangement that prohibits,
        restricts or imposes any condition upon (a) the ability of the Borrower or
        any
        other Loan Party to create, incur or permit to exist any Lien upon any of
        its
        property or assets, or (b) the ability of any Subsidiary of the Borrower
        to pay
        dividends or other distributions with respect to any of its Equity Interests
        or
        to make or repay loans or advances to the Borrower or any other Subsidiary
        of
        the Borrower or to Guarantee Indebtedness of the Borrower or any other
        Subsidiary of the Borrower; provided that the foregoing shall not apply
        to (x) restrictions and conditions imposed by law, by any Loan Document or
        (y)
        the terms or provisions of any document or agreement evidencing Indebtedness
        permitted under Section 6.01(a)(v) hereof which restrict the creation or
        incurrence of Liens upon any assets securing such Indebtedness or evidencing
        Indebtedness permitted under Section 6.01(a)(vi) hereof which restrict
        the creation or incurrence of Liens upon any assets owned by the applicable
        Subsidiary which is acquired.

       

       

            SECTION 6.11 
    Amendment of Material
        Documents.  The Borrower
        will not, nor will it permit any other Loan Party to, amend, modify or waive
        any
        of its rights under (a) any Subordinated Debt Document except as permitted
        pursuant to the applicable subordination provisions set forth in such
        Subordinated Debt Document or as permitted in any related intercreditor
        agreement, or (b) its organizational documents in any manner materially adverse
        to the Lenders.

       

       

            SECTION 6.12 
    Additional Subsidiaries.  The Borrower will
        not,
        and will not permit any other Loan Party to, form or acquire any Subsidiary
        after the Effective Date except that the Borrower or any of its Subsidiaries
        may
        form, create or acquire a Subsidiary so long as (a) immediately thereafter
        and
        giving effect thereto, no event will occur and be continuing which constitutes
        a
        Default; (b) such Subsidiary (and, where applicable, the Borrower) shall
        execute
        and deliver a Guaranty (or, at the option of Administrative Agent, a joinder
        to
        the Guaranty executed concurrently herewith), (c) such Subsidiary shall be
        wholly-owned by the Borrower (directly or indirectly) except as permitted
        under
        Section 6.14, and (d) Administrative Agent is given at least fifteen (15)
        Business Days' prior notice of such formation, creation or
        acquisition.

       

       

            SECTION 6.13 
    Capital Expenditures.  The Borrower will
        not, and
        will not permit any other Loan Party to, make a Capital Expenditure if, after
        giving effect to such Capital Expenditure, (x) any Event of Default is then
        existing or would arise as a result of the applicable Capital Expenditure
        or (y)
        there are Loans outstanding and such Capital Expenditure, when added with
        all
        other Capital Expenditures in such fiscal year, would exceed an amount equal
        to
        one hundred percent (100%) of the Borrower's EBITDA for the immediately
        preceding four fiscal quarter period plus seventy-five percent (75%) of
        any unused availability for Capital Expenditures from the immediately preceding
        fiscal year (but not from any earlier year).  Acquisitions permitted under
        the terms and provisions of Section 6.14 hereof shall not be treated as
        Capital Expenditures for purposes of this Section.

       

       

            SECTION 6.14 
    Acquisitions.  The Borrower will
        not, and will
        not permit any other Loan Party to, enter into any transaction or series
        of
        transactions for the purposes of acquiring all or a substantial portion of
        the
        assets, property and/or Equity Interests in and to any Person other than 
the acquisition by the Borrower or any Loan Party of Equity Interests in
        and to
        (which may be way of a merger with and into the Borrower or another Loan
        Party
        so long as the Borrower or the applicable Loan Party is the surviving entity),
        or all or a substantial portion of the assets, property and/or operations
        of,
        any Person provided that

       

       

           
(a)               
    the Company may acquire less than 100% of the Equity
        Interests of a Person, but in no event less than 80% except as permitted
        under
        Section 6.04; 

       

           
(b)              
    no Default or Event of Default shall have occurred and be
        continuing or, on a pro forma basis, would reasonably be expected to result
        from
        such acquisition; 

       

           
(c)               
    such acquisition is of a Person in the restaurant business or
        a reasonably-related business (or of assets used in the restaurant business
        or a
        reasonably-related business);

       

           
(d)              
     the Borrower can demonstrate, on a pro forma basis,
        after giving effect to such acquisition that the Total Leverage Ratio does
        not
        exceed 2.75 to 1.00; and

       

           
(e)               
    the Borrower shall have delivered (or caused to be delivered)
        to the Administrative Agent such other documents as may be reasonably requested
        by the Administrative Agent in connection with such acquisition.

       

       

           
ARTICLE
        VII     
  Events of Default

       

       

      If
        any of the following events ("Events of Default") shall occur:

       

           
(a)               
    the Borrower shall fail to pay any principal of any Loan or
        any reimbursement obligation in respect of any LC Disbursement when and as
        the
        same shall become due and payable, whether at the due date thereof or at
        a date
        fixed for prepay­ment thereof or otherwise; 

       

           
(b)              
    the Borrower shall fail to pay any interest on any Loan or
        any fee or any other amount (other than an amount referred to in clause
        (a) of this Article) payable under this Agreement or any other Loan
        Document, when and as the same shall become due and payable, and such failure
        shall continue unremedied for a period of three Business Days;

       

           
(c)               
    any representation or warranty made or deemed made by or on
        behalf of the Borrower or any other Loan Party in or in connection with any
        Loan
        Document or any amendment or modification thereof or waiver thereunder, or
        in
        any report, certificate, financial statement or other document (other than
        projections) furnished pursuant to or in connection with any Loan Document
        or
        any amendment or modification thereof or waiver thereunder, shall prove to
        have
        been incorrect in any material respect when made or deemed made;

       

           
(d)              
    the Borrower shall fail to observe or perform any covenant,
        condition or agreement contained in Sections 5.02, 5.07, 5.10, 5.11
        or 5.12 or in Article VI;

       

           
(e)               
    the Borrower shall fail to observe or perform any covenant,
        condition or agreement contained in Section 5.01 and such failure shall
        continue unremedied for a period of 10 days.

       

           
(f)                
     any Loan Party shall fail to observe or perform any
        covenant, condition or agreement contained in any Loan Document (other than
        those specified in clauses (a), (b), (d) or (e) of this Article),
        and such failure shall continue unremedied for a period of 30 days after
        the earlier of (i) the Borrower becoming aware of such failure and (ii) notice
        thereof from the Administrative Agent to the Borrower (which notice will
        be
        given at the request of the Required Lenders);

       

           
(g)               
    the Borrower or any other Loan Party shall fail to make
        any payment (whether of principal or interest and regardless of amount) in
        respect of any Material Indebtedness, when and as the same shall become due
        and
        payable and the same shall continue beyond all applicable grace periods;

       

           
(h)               
    any event or condition occurs that results in any Material
        Indebtedness becoming due prior to its scheduled maturity or that enables
        or
        permits (with or without the giving of notice, the lapse of time or both)
        the
        holder or holders of any Material Indebtedness or any trustee or agent on
        its or
        their behalf to cause any Material Indebtedness to become due, or to require
        the
        prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled
        maturity;

       

           
(i)                 
    an involuntary proceeding shall be commenced or an
        involuntary petition shall be filed seeking (i) liquidation, reorganization
        or other relief in respect of the Borrower or any other Loan Party or their
        debts, or of a substantial part of their assets, under any  Federal, state
        or foreign bankruptcy, insolvency, receivership or similar law now or hereafter
        in effect or (ii) the appointment of a receiver, trustee, custodian,
        sequestrator, conservator or similar official for the Borrower or any other
        Loan
        Party or for a substantial part of their assets, and, in any such case, such
        proceeding or petition shall continue undismissed for 60 days or an order
        or decree approving or ordering any of the foregoing shall be entered;

       

           
(j)                
    the Borrower or any other Loan Party shall
        (i) voluntarily commence any proceeding or file any petition seeking
        liquidation, reorganization or other relief under any Federal, state or foreign
        bankruptcy, insolvency, receivership or similar law now or hereafter in effect,
        (ii) consent to the institution of, or fail to contest in a timely and
        appropriate manner, any proceeding or petition described in clause (i) of
        this Article, (iii) apply for or consent to the appointment of a receiver,
        trustee, custodian, sequestrator, conservator or similar offi­cial for the
        Borrower or any other Loan Party or for a substantial part of its assets,
        (iv) file an answer admitting the material allegations of a petition filed
        against it in any such proceeding, (v) make a general assignment for the
        benefit of creditors or (vi) take any action for the purpose of effecting
        any of the foregoing;

       

           
(k)              
    the Borrower or any other Loan Party shall become unable,
        admit in writing its inability or fail generally to pay its debts as they
        become
        due;

       

           
(l)                 
    one or more judgments for the payment of money in an
        aggregate amount in excess of $8,000,000 (exclusive of amounts covered by
        insurance) shall be rendered against the Borrower or any other Loan Party
        and
        the same shall remain undischarged for a period of 30 consecutive days
        during which execution shall not be effectively stayed, or any action shall
        be
        legally taken by a judgment creditor to attach or levy upon any assets of
        the
        Borrower or any other Loan Party to enforce any such judgment;

       

           
(m)             
    an ERISA Event shall have occurred that, in the opinion of
        the Required Lenders, when taken together with all other ERISA Events that
        have
        occurred, could reasonably be expected to result in a Material Adverse
        Effect;

       

           
(n)               
    a Change in Control shall occur;

       

      then,
        and in every such event (other than an event with respect to the Borrower
        described in clauses (i) or (j) of this Article), and at any time
        thereafter during the continuance of such event, the Administrative Agent
        may,
        with the consent of the Required Lenders and shall, at the request of the
        Required Lenders, by notice to the Borrower, take either or both of the
        following actions, at the same or different times:  (i) terminate
        the Commitments, and thereupon the Commitments shall terminate immediately,
        and
        (ii) declare the Loans then out­standing to be due and payable in whole
        (or in part, in which case any principal not so declared to be due and payable
        may thereafter be declared to be due and payable), and thereupon the principal
        of the Loans so declared to be due and payable, together with accrued interest
        thereon and all fees and other obligations of the Borrower accrued hereunder,
        shall become  due and payable immediately, without presentment, demand,
        protest or other notice of any kind, all of which are hereby waived by the
        Borrower; and in case of any event with respect to the Borrower described
        in
clauses (i) or (j) of this Article, the Commitments shall
        automatically terminate and the principal of the Loans then outstanding,
        together with accrued interest thereon and all fees and other obligations
        of the
        Borrower accrued hereunder, shall automatically become due and payable, without
        present­ment, demand, protest or other notice of any kind, all of which are
        hereby waived by the Borrower.

       

       

           
ARTICLE
        VIII    

  The Administrative
        Agent

       

       

      Each
        of the Lenders and each Issuing Bank hereby irrevocably appoints the
        Administrative Agent as its agent and authorizes the Administrative Agent
        to
        take such actions on its behalf and to exercise such powers as are delegated
        to
        the Administrative Agent by the terms of the Loan Documents, together with
        such
        actions and powers as are reasonably incidental thereto.

       

       

       

      The
        bank serving as the Administrative Agent hereunder shall have the same rights
        and powers in its capacity as a Lender as any other Lender and may exercise
        the
        same as though it were not the Administrative Agent, and such bank and its
        Affiliates may accept deposits from, lend money to and generally engage in
        any
        kind of business with the Borrower or any of its Subsidiaries or other Affiliate
        thereof as if it were not the Administrative Agent hereunder.

       

       

       

      The
        Administrative Agent shall not have any duties or obligations except those
        expressly set forth in the Loan Documents.  Without limiting the generality
        of the foregoing, (a) the Administrative Agent shall not be subject to any
        fiduciary or other implied duties, regardless of whether a Default has occurred
        and is continuing, (b) the Administrative Agent shall not have any duty to
        take any discretionary action or exercise any discretionary powers, except
        discretionary rights and powers expressly contemplated by the Loan Documents
        that the Administrative Agent is required to exercise in writing by the Required
        Lenders (or such other number or percentage of the Lenders as shall be necessary
        under the circumstances as provided in Section 9.02), and (c) except
        as expressly set forth in the Loan Documents, the Administrative Agent shall
        not
        have any duty to disclose, and shall not be liable for the failure to disclose,
        any information relating to the Borrower or any of its Subsidiaries that
        is
        communicated to or obtained by the bank serving as Administrative Agent or
        any
        of its Affiliates in any capacity.  The Administrative Agent shall not be
        liable for any action taken or not taken by it with the consent or at the
        request of the Required Lenders (or such other number or percentage of the
        Lenders as shall be necessary under the circumstances as provided in
Section 9.02) or in the absence of its own gross negligence or
        willful misconduct, BUT REGARDLESS OF THE PRESENCE OF ORDINARY NEGLIGENCE. 
The Administrative Agent shall not be deemed to have knowledge of any Default
        unless and until written notice thereof is given to the Administrative Agent
        by
        the Borrower or a Lender, and the Administrative Agent shall not be responsible
        for or have any duty to ascertain or inquire into (i) any statement,
        warranty or representation made in or in connection with any Loan Document,
        (ii) the contents of any certificate, report or other document delivered
        thereunder or in connection therewith, (iii) the performance or observance
        of any of the covenants, agreements or other terms or conditions set forth
        in
        any Loan Document, (iv) the validity, enforceability, effectiveness or
        genuineness of any Loan Document or any other agreement, instrument or document,
        or (v) the satisfaction of any condition set forth in
Article IV or elsewhere in any Loan Document, other than to confirm
        receipt of items expressly required to be delivered to the Administrative
        Agent.

       

       

       

      The
        Administrative Agent shall be entitled to rely upon, and shall not incur
        any
        liability for relying upon, any notice, request, certificate, consent,
        statement, instrument, document or other writing believed by it to be genuine
        and to have been signed or sent by the proper Person.  The Administrative
        Agent also may rely upon any statement made to it orally or by telephone
        and
        believed by it to be made by the proper Person, and shall not incur any
        liability for relying thereon.  The Administrative Agent may consult with
        legal counsel (who may be counsel for the Borrower), independent accountants
        and
        other experts selected by it, and shall not be liable for any action taken
        or
        not taken by it in accordance with the advice of any such counsel, accountants
        or experts.

       

       

       

      The
        Administrative Agent may perform any and all its duties and exercise its
        rights
        and powers by or through any one or more sub-agents appointed by the
        Administrative Agent.  The Administrative Agent and any such sub-agent may
        perform any and all its duties and exercise its rights and powers through
        their
        respective Related Parties.  The exculpatory provisions of the preceding
        paragraphs shall apply to any such sub-agent and to the Related Parties of
        the
        Administrative Agent and any such sub-agent, and shall apply to their respective
        activities in connection with the syndication of the credit facilities provided
        for herein as well as activities as Administrative Agent.

       

       

       

      Subject
        to the appointment and acceptance of a successor Administrative Agent as
        provided in this paragraph, the Administrative Agent may (and, in the event
        (i)
        neither the Administrative Agent nor any Affiliate of the Administrative
        Agent,
        as a Lender, has any Revolving Exposure or unused Commitment and (ii) the
        Required Lenders so request, the Administrative Agent shall) resign at any
        time
        by notifying the Lenders, the Issuing Banks and the Borrower.  Upon any
        such resignation, the Required Lenders shall have the right, in consultation
        with the Borrower, to appoint a successor.  If no successor shall have been
        so appointed by the Required Lenders and shall have accepted such appointment
        within 30 days after the retiring Administrative Agent gives notice of its
        resignation, then the retiring Administrative Agent may, on behalf of the
        Lenders and the Issuing Banks, appoint a successor Administrative Agent which
        shall be a bank with an office in Houston, Texas, or an Affiliate of any
        such
        bank.  Upon the acceptance of its appointment as Administrative Agent
        hereunder by a successor, such successor shall succeed to and become vested
        with
        all the rights, powers, privileges and duties of the retiring Administrative
        Agent, and the retiring Administrative Agent shall be discharged from its
        duties
        and obligations hereunder.  The fees payable by the Borrower to a successor
        Administrative Agent shall be the same as those payable to its predecessor
        unless otherwise agreed between the Borrower and such successor.  After the
        Administrative Agent's resignation hereunder, the provisions of this Article
        and
Section 9.03 shall continue in effect for the benefit of such
        retiring Administrative Agent, its sub‐agents and their respective Related
        Parties in respect of any actions taken or omitted to be taken by any of
        them
        while it was acting as Administrative Agent.

       

       

       

      Each
        Lender acknowledges that it has, independently and without reliance upon
        the
        Administrative Agent or any other Lender and based on such documents and
        information as it has deemed appropriate, made its own credit analysis and
        decision to enter into this Agreement.  Each Lender also acknowledges that
        it will, independently and without reliance upon the Administrative Agent
        or any
        other Lender and based on such documents and informa­tion as it shall from
        time to time deem appropriate, continue to make its own decisions in taking
        or
        not taking action under or based upon this Agreement, any other Loan Document
        or
        related agreement or any document furnished hereunder or thereunder.

       

       

       

            ARTICLE IX     
Miscellaneous

       

       

            SECTION 9.01 
    Notices.  

       

       

           
(a)               
    Except in the case of notices and other communications
        expressly permitted to be given by telephone (and subject to paragraph
        (b) below), all notices and other communications provided for herein shall
        be in writing and shall be delivered by hand or overnight courier service,
        mailed by certified or registered mail or sent by telecopy, as follows:

       

       

           
(i)                 
    if to the Borrower, to it at 13111 Northwest Freeway, Suite
        600, Houston, Texas  77040, Attention: Peter Tropoli, General Counsel
        (Telecopy: 713-329-6800);

       

       

           
(ii)               
    if to the Administrative Agent, to Wells Fargo Bank, National
        Association, 1700 Lincoln Ave., MAC C7300-034, Denver, Colorado 80203, Telecopy
        No.: 303-863-5533, with a copy to: Wells Fargo Bank, National Association,
        North
        Houston Commercial Banking, MAC T5001-031, 1000 Louisiana St., 3rd Floor,
        Houston, TX  77002, Attention:  Ben R. McCaslin, Telecopy No.: 
713-739-1086;

       

       

           
(iii)              
    if to Wells Fargo Bank, National Association, in its capacity
        as an Issuing Bank, to Wells Fargo Bank, National Association, 1700 Lincoln
        Ave., MAC C7300-034, Denver, Colorado 80203, Telecopy No.: 303-863-5533,
        with a
        copy to: Wells Fargo Bank, National Association, North Houston Commercial
        Banking, MAC T5001-031, 1000 Louisiana St., 3rd Floor, Houston, TX  77002,
        Attention:  Ben R. McCaslin, Telecopy No.:  713-739-1086;

       

       

           
(iv)             
    if to Amegy Bank National Association, in its capacity as an
        Issuing Bank, to Amegy Bank National Association, 5 Post Oak Park Office,
        4400
        Post Oak Parkway, Houston, Texas 77027, Attention: William B. Pyle 
(Telecopy No. 713-561-0083), with a copy to Amegy Bank National Association
        -
        Syndicated Finance, 5 Post Oak Park Office, 4400 Post Oak Parkway, Houston,
        Texas 77027 (facsimile No. 713-571-5413); and

       

       

           
(v)               
    if to any other Lender, to it at its address (or telecopy
        number) set forth in its Administrative Questionnaire.

       

       

           
(b)              
    If a notice is delivered by telecopy, it shall be promptly
        confirmed in a writing delivered by one of the other available delivery
        mechanisms provided above.  Notices and other communications to the Lenders
        hereunder may be delivered or furnished by electronic communications pursuant
        to
        procedures approved by the Administrative Agent; provided that the foregoing
        shall not apply to notices pursuant to Article II unless otherwise agreed
        by the Administrative Agent and the applicable Lender.  The Administrative
        Agent or the Borrower may, in its discretion, agree to accept notices and
        other
        communications to it hereunder by electronic communications pursuant to
        procedures approved by it; provided that approval of such procedures may
        be
        limited to particular notices or communications.

       

       

           
(c)               
    Any party hereto may change its address or telecopy number
        for notices and other communications hereunder by notice to the other parties
        hereto.  All notices and other communications given to any party hereto in
        accordance with the provisions of this Agreement shall be deemed to have
        been
        given on the date of receipt.

       

       

            SECTION 9.02 
    Waivers; Amendments.

       

       

           
(a)               
    No failure or delay by the Administrative Agent, any Issuing
        Bank or any Lender in exercising any right or power hereunder or under any
        other
        Loan Document shall operate as a waiver thereof, nor shall any single or
        partial
        exercise of any such right or power, or any abandonment or discontinuance
        of
        steps to enforce such a right or power, preclude any other or further exercise
        thereof or the exercise of any other right or power.  The rights and
        remedies of the Administrative Agent, the Issuing Banks and the Lenders
        hereunder and under the other Loan Documents are cumulative and are not
        exclusive of any rights or remedies that they would otherwise have.  No
        waiver of any provision of any Loan Document or consent to any departure
        by any
        Loan Party therefrom shall in any event be effective unless the same shall
        be
        permitted by paragraph (b) of this Section, and then such waiver or
        consent shall be effec­tive only in the specific instance and for the
        purpose for which given.  Without limiting the generality of the foregoing,
        the making of a Loan or issuance of a Letter of Credit shall not be construed
        as
        a waiver of any Default, regardless of whether the Administrative Agent,
        any
        Lender or any Issuing Bank may have had notice or knowledge of such Default
        at
        the time.

       

       

           
(b)              
    Neither this Agreement nor any other Loan Document nor any
        provision hereof or thereof may be waived, amended or modified except, in
        the
        case of this Agreement, pursuant to an agreement or agreements in writing
        entered into by the Borrower and the Required Lenders or, in the case of
        any
        other Loan Document, pursuant to an agreement or agreements in writing entered
        into by the Administrative Agent and the Loan Party or Loan Parties that
        are
        parties thereto, in each case with the consent of the Required Lenders;
provided that no such agreement shall (i) increase the Commitment of any
        Lender without the written consent of such Lender, (ii) reduce the principal
        amount of any Loan or LC Disbursement or reduce the rate of interest thereon,
        or
        reduce any fees payable hereunder, without the written consent of each Lender
        affected thereby, (iii) postpone the scheduled date of payment (including
        any
        mandatory prepayment) of the principal amount of any Loan or LC Disbursement,
        or
        any interest thereon, or any fees payable hereunder, or reduce the amount
        of,
        waive or excuse any such payment, or postpone the scheduled date of expiration
        of any Commitment, without the written consent of each Lender affected thereby,
        (iv) change Section 2.16(b) or (c) in a manner that would alter
        the pro rata sharing of payments required thereby, without the written consent
        of each Lender, or (v) change any of the provisions of this Section or the
        definition of "Required Lenders" or any other provision of any Loan Document
        specifying the number or percentage of Lenders required to waive, amend or
        modify any rights thereunder or make any determination or grant any consent
        thereunder, without the written consent of each Lender provided further
        that (A) no such agreement shall amend, modify or otherwise affect the rights
        or
        duties of the Administrative Agent or any Issuing Bank without the prior
        written
        consent of the Administrative Agent or such Issuing Bank and (B) no consent
        of
        the Administrative Agent or any Lender shall be required to release any Lien
        or
        security interest on any asset or property of the Borrower or any of its
        Subsidiaries in connection with a sale, transfer or disposition of such asset
        or
        property made in compliance with this Agreement.

       

       

            SECTION 9.03 
    Expenses; Indemnity;
        Damage Waiver.

       

       

           
(a)               
    The Borrower shall pay (i) all reasonable out‐of‐pocket
        expenses incurred by the Administrative Agent and its Affiliates, including
        the
        reasonable fees, charges and disbursements of counsel for the Administrative
        Agent, in connection with the syndication of the credit facilities provided
        for
        herein, the preparation and administration of the Loan Documents or any
        amendments, modifications or waivers of the provisions thereof (whether or
        not
        the transactions contemplated hereby or thereby shall be consummated), (ii)
        all
        reasonable out‐of-pocket expenses incurred by each Issuing Bank in connection
        with the issuance, amendment, renewal or extension of any Letter of Credit
        or
        any demand for payment thereunder and (iii) all out-of-pocket expenses incurred
        by the Administrative Agent, any Issuing Bank or any Lender, including the
        fees,
        charges and disbursements of any counsel for the Administrative Agent, any
        Issuing Bank or any Lender, in connection with the enforcement or protection
        of
        its rights in connection with the Loan Documents, including its rights under
        this Section, or in connection with the Loans made or Letters of Credit issued
        hereunder, including all such out-of‐pocket expenses incurred during  any
        workout, restructuring or negotiations in respect of such Loans or Letters
        of
        Credit. 

       

       

           
(b)              
    The Borrower shall indemnify the Administrative Agent, each
        Issuing Bank and each Lender, and each Related Party of any of the foregoing
        Persons (each such Person being called an "Indemnitee") against, and hold
        each Indemnitee harmless from, any and all losses, claims, damages, liabilities
        and related expenses, including the fees, charges and disbursements of any
        counsel for any Indemnitee, incurred by or asserted against any Indemnitee
        arising out of, in connection with, or as a result of (i) the execution or
        delivery of any Loan Document or any other agreement or instrument contemplated
        hereby, the performance by the parties to the Loan Documents of their respective
        obligations thereunder or the consummation of the Transactions or any other
        transactions contemplated hereby, (ii) any Loan or Letter of Credit or the
        use of the proceeds therefrom (including any refusal by any Issuing Bank
        to
        honor a demand for payment under a Letter of Credit if the documents presented
        in connection with such demand do not strictly comply with the terms of such
        Letter of Credit), (iii) any actual or alleged presence or release of
        Hazardous Materials on or from any property currently or formerly owned or
        operated by the Borrower or any of its Subsidiaries, or any Environmental
        Liability related in any way to the Borrower or any of its Subsidiaries,
        or (iv)
        any actual or prospective claim, litigation, investigation or proceeding
        relating to any of the foregoing, whether based on contract, tort or any
        other
        theory and regardless of whether any Indemnitee is a party thereto;
provided that such indemnity shall not, as to any Indemnitee, be
        available to the extent that such losses, claims, damages, liabilities or
        related expenses resulted from the gross negligence or willful misconduct
        of
        such Indemnitee, BUT THE PRESENCE OF ORDINARY NEGLIGENCE SHALL NOT AFFECT
        THE
        AVAILABILITY OF SUCH INDEMNITY.

       

       

           
(c)               
    To the extent that the Borrower fails to pay any amount
        required to be paid by it to the Administrative Agent or any Issuing Bank
        under paragraphs (a) or (b) of this Section, each Lender severally
        agrees to pay to the Administrative Agent or such the Issuing Bank, as the
        case
        may be, such Lender's pro rata share (determined as of the time that the
        applicable unreimbursed expense or indemnity payment is sought) of such unpaid
        amount; provided that the unreimbursed expense or indemnified loss,
        claim, damage, liability or related expense, as the case may be, was incurred
        by
        or asserted against the Administrative Agent or such Issuing Bank in its
        capacity as such.  For purposes hereof, a Lender's "pro rata share" shall
        be determined based upon (without duplication) its share of the sum of the
        total
        Revolving Exposures and unused Commitments at the time.

       

       

           
(d)              
    To the extent permitted by applicable law, neither the
        Borrower nor any other Loan Party shall assert, and each hereby waives, any
        claim against any Indemnitee, on any theory of liability, for special, indirect,
        consequential or punitive damages (as opposed to direct or actual damages)
        arising out of, in connection with, or as a result of, this Agreement or
        any
        agreement or instrument contemplated hereby, the Transactions, any Loan or
        Letter of Credit or the use of the proceeds thereof.

       

       

           
(e)               
    All amounts due under this Section shall be payable not later
        than three Business Days after written demand therefor.

       

       

            SECTION 9.04 
    Successors and Assigns.

       

       

           
(a)               
    The provisions of this Agreement shall be binding upon and
        inure to the benefit of the parties hereto and their respective successors
        and
        assigns permitted hereby (including any Affiliate of any Issuing Bank that
        issues any Letter of Credit), except that (i) the Borrower may not assign
        or
        otherwise transfer any of its rights or obligations hereunder without the
        prior
        written consent of each Lender (and any attempted assignment or transfer
        by the
        Borrower without such consent shall be null and void) and (ii) no Lender
        may
        assign or otherwise transfer its rights or obligations hereunder except in
        accordance with this Section.  Nothing in this Agreement, expressed or
        implied, shall be construed to confer upon any Person (other than the parties
        hereto, their respective successors and assigns permitted hereby (including
        any
        Affiliate of any Issuing Bank that issues any Letter of Credit), Participants
        (to the extent provided in paragraph (c) of this Section) and, to the
        extent expressly contemplated hereby, the Related Parties of each of the
        Administrative Agent, the Issuing Banks and the Lenders) any legal or equitable
        right, remedy or claim under or by reason of this Agreement.

       

       

           
(b)              
    (i)         Subject to the
        conditions set forth in paragraph (b)(ii) below, any Lender may assign to
        one or more assignees all or a portion of its rights and obligations under
        this
        Agreement (including all or a portion of its Commitment and the Loans at
        the
        time owing to it) with the prior written consent (such consent not to be
        unreasonably withheld) of:

       

       

      (A)      
        the Borrower, provided that no consent of the Borrower shall be required
        for an
        assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if
        an
        Event of Default has occurred and is continuing, any other assignee; and

       

       

       

      (B)      
        the Administrative Agent; and

       

       

       

      (C)      
        each Issuing Bank.

       

       

       

      (ii)       
Assignments shall be
        subject to the following additional conditions:

       

       

       

      (A)      
        except in the case of an assignment to a Lender or an Affiliate of a Lender
        or
        an assignment of the entire remaining amount of the assigning Lender's
        Commitment, the amount of the Commitment of the assigning Lender subject
        to each
        such assignment (determined as of the date the Assignment and Assumption
        with
        respect to such assignment is delivered to the Administrative Agent) shall
        not
        be less than $5,000,000 and shall not result in the assigning Lender holding
        Commitments and Loans in an aggregate amount which is less than $5,000,000
        unless each of the Borrower and the Administrative Agent otherwise consent,
        provided that no such consent of the Borrower shall be required if an Event
        of
        Default has occurred and is continuing;

       

       

       

      (B)      
        each partial assignment shall be made as an assignment of a proportionate
        part
        of all the assigning Lender's rights and obligations under this Agreement;

       

       

       

      (C)      
        the parties to each assignment shall execute and deliver to the Administrative
        Agent an Assignment and Assumption, together with a processing and recordation
        fee of $3,500; and

       

       

       

      (D)      
        the assignee, if it shall not be a Lender, shall deliver to the Administrative
        Agent an Administrative Questionnaire.

       

       

       

      For the purposes of this Section, the term
        "Approved Fund" has the following meaning:

       

       

       

      "Approved
        Fund" means any Person (other than a natural person) that is engaged in
        making, purchasing, holding or investing in bank loans and similar extensions
        of
        credit in the ordinary course of its business and that is administered or
        managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or
        an
        Affiliate of an entity that administers or manages a Lender.

       

       

       

      (iii)      
Subject to acceptance
        and recording thereof pursuant to paragraph (b)(iv)
        of this Section, from and after the effective date specified in each Assignment
        and Assumption the assignee thereunder shall be a party hereto and, to the
        extent of the interest assigned by such Assignment and Assumption, have the
        rights and obligations of a Lender under this Agreement, and the assigning
        Lender thereunder shall, to the extent of the interest assigned by such
        Assignment and Assumption, be released from its obligations under this Agreement
        (and, in the case of an Assignment and Assumption covering all of the assigning
        Lender's rights and obligations under this Agreement, such Lender shall cease
        to
        be a party hereto but shall continue to be entitled to the benefits of
Sections 2.13, 2.14, 2.15 and 9.03).  Any assignment or
        transfer  by a Lender of rights or obligations under this Agreement that
        does not comply with this Section shall be treated for purposes of this
        Agreement as a sale by such Lender of a participation in such rights and
        obligations in accordance with paragraph (c) of this Section.

       

       

       

      (iv)      
The Administrative Agent,
        acting for this purpose as an agent of the Borrower,
        shall maintain at one of its offices a copy of each Assignment and Assumption
        delivered to it and a register for the recordation of the names and addresses
        of
        the Lenders, and the Commitment of, and principal amount of the Loans and
        LC
        Disbursements owing to, each Lender pursuant to the terms hereof from time
        to
        time (the "Register").  The entries in the Register shall be
        conclusive, and the Borrower, the Administrative Agent, the Issuing Banks
        and
        the Lenders may treat each Person whose name is recorded in the Register
        pursuant to the terms hereof as a Lender hereunder for all purposes of this
        Agreement, notwithstanding notice to the contrary.  The Register shall be
        available for inspection by the Borrower, any Issuing Banks and any Lender,
        at
        any reasonable time and from time to time upon reasonable prior notice.

       

       

       

      (v)       
Upon its receipt of a
        duly completed Assignment and Assumption executed by an
        assigning Lender and an assignee, the assignee's completed Administrative
        Questionnaire (unless the assignee shall already be a Lender hereunder),
        the
        processing and recordation fee referred to in paragraph (b) of this
        Section and any written consent to such assignment required by paragraph
        (b) of this Section, the Administrative Agent shall accept such Assignment
        and Assumption and record the information contained therein in the
        Register.  No assignment shall be effective for purposes of this Agreement
        unless it has been recorded in the Register as provided in this paragraph.

       

       

       

           
(c)               
    (i)  Any Lender may, without the consent of the
        Borrower, the Administrative Agent or the Issuing Banks or the other Lenders,
        sell participations to one or more banks or other entities (a
        "Participant") in all or a portion of such Lender's rights and
        obligations under this Agreement (including all or a portion of its Commitment
        and the Loans owing to it); provided that (A) such Lender's obligations under
        this Agreement shall remain unchanged, (B) such Lender shall remain solely
        responsible to the other parties hereto for the performance of such obligations
        and (C) the Borrower, the Administrative Agent, the Issuing Banks and the
        other
        Lenders shall continue to deal solely and directly with such Lender in
        connection with such Lender's rights and obligations under this Agreement. 
Any agreement or instrument pursuant to which a Lender sells such a
        participation shall provide that such Lender shall retain the sole right
        to
        enforce this Agreement and to approve any amendment, modification or waiver
        of
        any provision of this Agreement; provided that such agreement or instrument
        may
        provide that such Lender will not, without the consent of the Participant,
        agree
        to any amendment, modification or waiver described in the first proviso to
        Section 9.02(b) that affects such Participant.  Subject to
paragraph (c)(ii) of this Section, the Borrower agrees that each
        Participant shall be entitled to the benefits of Sections 2.13, 2.14 and
2.15 to the same extent as if it were a Lender and had acquired
        its
        interest by assignment pursuant to paragraph (b) of this Section. 
To the extent permitted by law, each Participant also shall be entitled
        to the
        benefits of Section 9.08 as though it were a Lender, provided such
        Participant agrees to be subject to Section 2.16(c) as though it were a
        Lender.

       

       

      (ii)       
A Participant shall not
        be entitled to receive any greater payment under
Sections 2.13 or 2.15 than the applicable Lender would have been
        entitled to receive with respect to the participation sold to such Participant,
        unless the sale of the participation to such Participant is made with the
        Borrower's prior written consent.  A Participant that would be a Foreign
        Lender if it were a Lender shall not be entitled to the benefits of Section
        2.15 unless the Borrower is notified of the participation sold to such
        Participant and such Participant agrees, for the benefit of the Borrower,
        to
        comply with Section 2.15(e) as though it were a Lender.

       

       

       

           
(d)              
    Any Lender may at any time pledge or assign a security
        interest in all or any portion of its rights under this Agreement to secure
        obligations of such Lender, including without limitation any pledge or
        assignment to secure obligations to a Federal Reserve Bank, and this Section
        shall not apply to any such pledge or assignment of a security interest;
        provided that no such pledge or assignment of a security interest shall release
        a Lender from any of its obligations hereunder or substitute any such pledgee
        or
        assignee for such Lender as a party hereto.

       

       

            SECTION 9.05 
    Survival.  All covenants, agreements,
        representations and warranties made by the Loan Parties in the Loan Documents
        and in the certificates or other instru­ments  delivered in connection
        with or pursuant to this Agreement or any other Loan Document shall be
        considered to have been relied upon by the other parties hereto and shall
        survive the execution and delivery of the Loan Documents and the making of
        any
        Loans and issuance of any Letters of Credit, regardless of any investigation
        made by any such other party or on its behalf and notwithstanding that the
        Administrative Agent, any Issuing Bank or any Lender may have had notice
        or
        knowledge of any Default or incorrect representation or warranty at the time
        any
        credit is extended hereunder, and shall continue in full force and effect
        as
        long as the principal of or any accrued interest on any Loan or any fee or
        any
        other amount payable under this Agreement is outstand­ing and unpaid or any
        Letter of Credit is outstanding and so long as the Commitments have not expired
        or terminated.  The provisions of Sections 2.13, 2.14, 2.15 and
9.03 and Article VIII shall survive and remain in full force and
        effect regardless of the consummation of the transactions contemplated hereby,
        the repayment of the Loans, the expiration or termination of the Letters
        of
        Credit and the Commitments or the termination of this Agreement or any provision
        hereof.

       

       

            SECTION 9.06 
    Counterparts; Integration;
        Effectiveness.  This
        Agreement may be executed in counterparts (and by different parties hereto
        on
        different counterparts), each of which shall constitute an original, but
        all of
        which when taken together shall constitute a single contract.  This
        Agreement and the other Loan Documents constitute the entire contract among
        the
        parties relating to the subject matter hereof and supersede any and all previous
        agreements and understandings, oral or written, relating to the subject matter
        hereof.  Except as provided in Section 4.01, this Agreement shall
        become effective when it shall have been executed by the Administrative Agent
        and when the Administrative Agent shall have received counterparts hereof
        which,
        when taken together, bear the signatures of each of the other parties hereto,
        and thereafter shall be binding upon and inure to the benefit of the parties
        hereto and their respective successors and assigns.  Delivery of an
        executed counterpart of a signature page of this Agreement by telecopy shall
        be
        effective as delivery of a manually executed counterpart of this
        Agreement.

       

       

             SECTION
        9.07      Severability.  Any provision of this
        Agreement held to be invalid, illegal or unenforceable in any jurisdiction
        shall, as to such jurisdiction, be ineffective to the extent of such invalidity,
        illegality or unenforceability without affecting the validity, legality and
        enforceability of the remaining provisions hereof; and the invalidity of
        a
        particular provision in a particular jurisdiction shall not invalidate such
        provision in any other jurisdiction.

       

       

             SECTION
        9.08      Right of Setoff.  If an Event of
        Default shall have occurred and be continuing, each Lender and each of its
        Affiliates is hereby authorized at any time and from time to time, to the
        fullest extent permitted by law, to set off and apply any and all deposits
        (general or special, time or demand, provisional or final) at any time held
        and
        other obligations at any time owing by such Lender or Affiliate to or for
        the
        credit or the account of the Borrower against any of and all the obligations
        of
        the Borrower now or hereafter existing under this Agreement held by such
        Lender,
        irrespective of whether or not such Lender shall have made any demand under
        this
        Agreement and although such obligations may be unmatured.  The rights of
        each Lender under this Section are in addition to other rights and remedies
        (including other rights of setoff) which such Lender may have.

       

       

             SECTION
        9.09      Governing Law; Jurisdiction; Consent to Service
        of Process.

       

       

            
(a)                
  This Agreement shall be construed in accordance with and governed by
        the
        law of the State of Texas.

       

       

            
(b)              
    The Borrower hereby irrevocably and unconditionally submits,
        for itself and its property, to the nonexclusive jurisdiction of each court
        of
        the State of Texas sitting in Harris County and of the United States District
        Court of the Southern District of Texas (Houston Division), and any appellate
        court from any thereof, in any action or proceeding arising out of or relating
        to any Loan Document, or for recognition or enforcement of any judgment,
        and
        each of the parties hereto hereby irrevocably and unconditionally agrees
        that
        all claims in respect of any such action or proceeding may be heard and
        determined in such Texas State or, to the extent permitted by law, in such
        Federal court.  Each of the parties hereto agrees that a final judgment in
        any such action or proceeding shall be conclusive and may be enforced in
        other
        jurisdictions by suit on the judgment or in any other manner provided by
        law.  Nothing in this Agreement or any other Loan Document shall affect any
        right that the Administrative Agent, any Issuing Bank, or any Lender may
        otherwise have to bring any action or proceeding relating to this Agreement
        or
        any other Loan Document against the Borrower or its properties in the courts
        of
        any jurisdiction.

       

       

            
(c)               
    The Borrower hereby irrevocably and unconditionally waives,
        to the fullest extent it may legally and effectively do so, any objection
        which
        it may now or here­after have to the laying of venue of any suit, action or
        proceeding arising out of or relating to this Agreement or any other Loan
        Document in any court referred to in paragraph (b) of this Section. 
Each of the parties hereto hereby irrevocably waives, to the fullest
        extent
        permitted by law, the defense of an inconvenient forum to the maintenance
        of
        such action or proceeding in any such court.

       

       

             
(d)              
    Each party to this
        Agreement irrevocably consents to service
        of process in the manner provided for notices in Section 9.01. 
Nothing in this Agreement or any other Loan Document will affect
        the right of
        any party to this Agreement to serve process in any other manner permitted
        by
        law.

       

       

             SECTION
        9.10      WAIVER OF JURY TRIAL.  EACH PARTY
        HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
        ANY
        RIGHT IT MAY HAVE TO A TRIAL BY JURY IN  ANY LEGAL PROCEEDING DIRECTLY OR
        INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT
        OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT
        OR ANY
        OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO
        REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
        OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
        SEEK
        TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
        PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREE­MENT BY, AMONG
        OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

       

       

             SECTION
        9.11      Headings.  Article and Section
        headings and the Table of Contents used herein are for convenience of reference
        only, are not part of this Agreement and shall not affect the construction
        of,
        or be taken into consideration in interpreting, this Agreement.

       

       

             SECTION
        9.12      Interest Rate Limitation.  The
        Borrower and the Lenders intend to strictly comply with all applicable federal
        and Texas laws, including applicable usury laws (or the usury laws of any 
jurisdiction whose usury laws are deemed to apply to the Notes or any other
        Loan
        Documents despite the intention and desire of the parties to apply the usury
        laws of the State of Texas).  Accordingly, the provisions of this Section
        shall govern and control over every other provision of this Agreement or
        any
        other Loan Document which conflicts or is inconsistent with this Section,
        even
        if such provision declares that it controls.  As used in this Section, the
        term "interest" includes the aggregate of all charges, fees, benefits or
        other
        compensation which constitute interest under applicable law, provided that,
        to
        the maximum extent permitted by applicable law, (a) any non-principal payment
        shall be characterized as an expense or as compensation for something other
        than
        the use, forbearance or detention of money and not as interest, and (b) all
        interest at any time contracted for, reserved, charged or received shall
        be
        amortized, prorated, allocated and spread, using the actuarial method, during
        the full term of the Notes.  In no event shall the Borrower or any other
        Person be obligated to pay, or any Lender have any right or privilege to
        reserve, receive or retain, (a) any interest in excess of the maximum amount
        of
        nonusurious interest permitted under the laws of the State of Texas or the
        applicable laws (if any) of the United States or of any other jurisdiction,
        or
        (b) total interest in excess of the amount which such Lender could lawfully
        have
        contracted for, reserved, received, retained or charged had the interest
        been
        calculated for the full term of the Notes at the Ceiling Rate.  The daily
        interest rates to be used in calculating interest at the Ceiling Rate shall
        be
        determined by dividing the applicable Ceiling Rate per annum by the number
        of
        days in the calendar year for which such calculation is being made.  None
        of the terms and provisions contained in this Agreement or in any other Loan
        Document (including, without limitation, Article VII hereof) which
        directly or indirectly relate to interest shall ever be construed without
        reference to this Section, or be construed to create a contract to pay for
        the
        use, forbearance or detention of money at any interest rate in excess of
        the
        Ceiling Rate.  If the term of any Note is shortened by reason of
        acceleration or maturity as a result of any Default or by any other cause,
        or by
        reason of any required or permitted prepayment, and if for that (or any other)
        reason any Lender at any time, including but not limited to, the stated
        maturity, is owed or receives (and/or has received) interest in excess of
        interest calculated at the Ceiling Rate, then and in any such event all of
        any
        such excess interest shall be canceled automatically as of the date of such
        acceleration, prepayment or other event which produces the excess, and, if
        such
        excess interest has been paid to such Lender, it shall be credited pro tanto
        against the then-outstanding principal balance of the Borrower's obligations
        to
        such Lender, effective as of the date or dates when the event occurs which
        causes it to be excess interest, until such excess is exhausted or all of
        such
        principal has been fully paid and satisfied, whichever occurs first, and
        any
        remaining balance of such excess shall be promptly refunded to its
        payor.

       

       

             SECTION
        9.13      USA Patriot Act.  Each Lender hereby
        notifies the Borrower that pursuant to the requirements of the USA Patriot
        Act
        (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
        "Act"), it is required to obtain, verify and record information that
        identifies the Borrower, which information includes the name and address
        of the
        Borrower and other information that will allow such Lender to identify the
        Borrower in accordance with the Act.

       

       

             SECTION
        9.14      Confidentiality.  Each of the
        Administrative Agent, the Issuing Banks and the Lenders agrees to maintain
        the
        confidentiality of the Information (as defined below), except that Information
        may be disclosed (a) to its Affiliates and to its and its Affiliates' directors,
        officers, employees and agents, including accountants, legal counsel and
        other
        advisors (it being understood that the Persons to whom such disclosure is
        made
        will be informed of the confidential nature of such Information and instructed
        to keep such Information confidential), (b) to the extent requested by any
        regulatory authority, (c) to the extent required by applicable laws or
        regulations or by any subpoena or similar legal process, (d) to any other
        party
        to this Agreement, (e) in connection with the exercise of any remedies hereunder
        or any suit, action or proceeding relating to this Agreement or the enforcement
        of rights hereunder, (f) subject to an agreement containing provisions
        substantially the same as those of this Section, to (i) any assignee of or
        Participant in, or any prospective assignee of or prospective Participant
        in,
        any of its rights or obligations under this Agreement or (ii)  any actual
        or prospective counterparty (or its advisors) to any swap or derivative
        transaction relating to the Borrower and its obligations, (g) with the consent
        of the Borrower or (h) to the extent such Information (i) becomes publicly
        available other than as a result of a breach of this Section or (ii) becomes
        available to the Administrative Agent, any Issuing Bank or any Lender on
        a
        nonconfidential basis from a source other than the Borrower.  For the
        purposes of this Section, "Information" means all information received
        from the Borrower relating to the Borrower or its business, other than any
        such
        information that is available to the Administrative Agent, any Issuing Bank
        or
        any Lender on a nonconfidential basis prior to disclosure by the Borrower;
        provided that, in the case of information received from the Borrower after the
        date hereof, such information is clearly identified at the time of delivery
        as
        confidential.  Any Person required to maintain the confidentiality of
        Information as provided in this Section shall be considered to have complied
        with its obligation to do so if such Person has exercised the same degree
        of
        care to maintain the confidentiality of such Information as such Person would
        accord to its own confidential information.

       

       


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

       

       

       

      LUBY'S,
        INC.,

       

      a
        Delaware corporation

       

       

       

       

       

      By:                                                                              
        

       

             
        Christopher J. Pappas,

       

             
        President and Chief Executive Officer

       

       

       

       

       

                                                                             
        Tax ID Number: 74-1335253

       

       

       

       

       


      WELLS
        FARGO BANK, NATIONAL ASSOCIATION, individually and as Administrative
        Agent and as an Issuing Bank

       

       

       

       

       

      By:                                                                              
        

       

             
        Ben R. McCaslin, Vice President

       

       

       


      AMEGY
        BANK NATIONAL ASSOCIATION,

       

      individually
        and as an Issuing Bank

       

       

       

      By:                                                                              
        

       

      Name:                                                                         
        

       

      Title: