<PAGE>

                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

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

                                  $250,000,000


                                CREDIT AGREEMENT


                                      among


                                VERITAS DGC INC.,

                              VERITAS DGC LIMITED,

                          VERITAS ENERGY SERVICES INC.,

                                       and

                      VERITAS ENERGY SERVICES PARTNERSHIP,

                       DEUTSCHE BANK AG, NEW YORK BRANCH,
                            as Administrative Agent,

                        DEUTSCHE BANK AG, CANADA BRANCH,
                        as Canadian Administrative Agent

                                       and

                          VARIOUS LENDING INSTITUTIONS

                          Dated as of February 14, 2003

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

                                   Arranged by

                          DEUTSCHE BANK SECURITIES INC.
                      as Lead Arranger and Sole Book Runner
                       with respect to the Term Facilities

                          WELLS FARGO BANK TEXAS, N.A.,
                      as Lead Arranger and Sole Book Runner
                    with respect to the Revolving Facilities

                                      with
                          WELLS FARGO BANK TEXAS, N.A.,
                              as Syndication Agent


<PAGE>


                                TABLE OF CONTENTS

<Table>
                                                                                                            Page
                                                                                                            ----

<S>                                                                                                          <C>
ARTICLE I     DEFINITIONS AND ACCOUNTING TERMS ...........................................................     2
              1.1   Definitions ..........................................................................     2
              1.2   Accounting Terms; Financial Statements ...............................................    51
              1.3   Calculation of Exchange Rate .........................................................    52

ARTICLE II    AMOUNT AND TERMS OF CREDIT .................................................................    52
              2.1   The Commitments ......................................................................    52
              2.2   Notes ................................................................................    56
              2.3   Minimum Amount of Each Borrowing; Maximum Number of Borrowings .......................    57
              2.4   Borrowing Options ....................................................................    57
              2.5   Notice of Borrowing ..................................................................    57
              2.6   Conversion or Continuation ...........................................................    58
              2.7   Disbursement of Funds ................................................................    59
              2.8   Utilization of UK Revolving Commitments in an Alternative Currency ...................    60
              2.9   Pro Rata Borrowings ..................................................................    61
              2.10  Letters of Credit ....................................................................    61

ARTICLE IIA CANADIAN REVOLVER ..........................................................................    70
              2A.1  The Canadian Revolving Commitments ...................................................    70
              2A.2  Notes ................................................................................    70
              2A.3  Minimum Amount of Each Borrowing; Maximum Number of Borrowings .......................    71
              2A.4  Borrowing Options ....................................................................    71
              2A.5  Notice of Canadian Borrowing .........................................................    71
              2A.6  Conversion or Continuation ...........................................................    72
              2A.7  Disbursement of Funds ................................................................    73
              2A.8  Pro Rata Borrowings ..................................................................    74
              2A.9  Bankers' Acceptances .................................................................    74
              2A.10 Canadian Letters of Credit ...........................................................    77

ARTICLE III INTEREST AND FEES ............................................................................    77
              3.1  Interest ..............................................................................    77
              3.2  Fees ..................................................................................    79
              3.3  Computation of Interest and Fees ......................................................    81
              3.4  Interest Periods ......................................................................    81
              3.5  Compensation for Funding Losses .......................................................    82
              3.6  Increased Costs, Illegality, Etc ......................................................    83
              3.7  Replacement of Affected Lenders .......................................................    86

ARTICLE IV    REDUCTION OF COMMITMENTS; PAYMENTS AND
              PREPAYMENTS ................................................................................    86
              4.1  Voluntary Reduction of Commitments ....................................................    86
              4.2  Mandatory Reductions of Commitments ...................................................    87
              4.3  Voluntary Prepayments .................................................................    87
</Table>


                                       i
<PAGE>

<Table>
                                                                                                           Page
                                                                                                           ----

<S>                                                                                                          <C>
              4.4   Mandatory Prepayments ................................................................    89
              4.5   Application of Prepayments ...........................................................    92
              4.6   Method and Place of Payment ..........................................................    94
              4.7   Net Payments .........................................................................    94
              4.8   Limitation on Liability for Obligations ..............................................    98

ARTICLE V     CONDITIONS OF CREDIT .......................................................................    98
              5.1  Conditions Precedent to the Initial Borrowing .........................................    98
              5.2  Conditions Precedent to All Credit Events .............................................   104

ARTICLE VI  REPRESENTATIONS AND WARRANTIES ...............................................................   106
              6.1  Corporate Status ......................................................................   106
              6.2  Corporate Power and Authority .........................................................   106
              6.3   No Violation .........................................................................   106
              6.4   Governmental and Other Approvals .....................................................   107
              6.5   Financial Statements; Financial Condition; Undisclosed Liabilities
                    Projections; Etc .....................................................................   107
              6.6   Litigation ...........................................................................   109
              6.7   True and Complete Disclosure .........................................................   109
              6.8   Use of Proceeds; Margin Regulations ..................................................   109
              6.9   Taxes ................................................................................   110
              6.10  Compliance With ERISA ................................................................   111
              6.11  Security Documents ...................................................................   111
              6.12  Ownership of Property ................................................................   112
              6.13  Capitalization of Company ............................................................   113
              6.14  Subsidiaries .........................................................................   113
              6.15  Compliance With Law, Etc .............................................................   114
              6.16  Investment Company Act ...............................................................   114
              6.17  Public Utility Holding Company Act ...................................................   114
              6.18  Environmental Matters ................................................................   114
              6.19  Labor Relations ......................................................................   115
              6.20  Intellectual Property, Licenses, Franchises and Formulas .............................   115
              6.21  Certain Fees .........................................................................   116
              6.22  Asbestos Matters .....................................................................   116
              6.23  Refinancing Transactions .............................................................   116
              6.24  Foreign Pension Matters ..............................................................   116
              6.25  Lines of Business ....................................................................   117

ARTICLE VII   AFFIRMATIVE COVENANTS ......................................................................   117
              7.1   Financial Statements .................................................................   117
              7.2   Certificates; Other Information ......................................................   118
              7.3   Notices ..............................................................................   119
              7.4   Conduct of Business and Maintenance of Existence .....................................   120
              7.5   Payment of Obligations ...............................................................   121
              7.6   Inspection of Property, Books and Records ............................................   121
              7.7   ERISA ................................................................................   121
              7.8   Maintenance of Property, Insurance ...................................................   123

</Table>


                                       ii

<PAGE>


<Table>
                                                                                                           Page
                                                                                                           ----

<S>                                                                                                          <C>
              7.9   Environmental Laws ...................................................................   124
              7.10  Interest Rate Protection .............................................................   125
              7.11  Use of Proceeds ......................................................................   125
              7.12  Additional Security; Further Assurances ..............................................   125
              7.13  End of Fiscal Years; Fiscal Quarters .................................................   128
              7.14  Maintenance of Corporation Separateness ..............................................   128
              7.15  Foreign Subsidiaries Security ........................................................   128
              7.16  Foreign Pension Plan Compliance ......................................................   129
              7.17  Annual Meeting with Lenders ..........................................................   129

ARTICLE VIII  NEGATIVE COVENANTS .........................................................................   129
              8.1   Liens ................................................................................   129
              8.2   Indebtedness .........................................................................   131
              8.3   Fundamental Changes ..................................................................   133
              8.4   Asset Sales ..........................................................................   133
              8.5   Issuance of Stock; Dividends and Other Distributions .................................   135
              8.6   Loans, Investments and Acquisitions ..................................................   135
              8.7   Transactions with Affiliates .........................................................   136
              8.8   Sale-Leasebacks ......................................................................   137
              8.9   Lines of Business ....................................................................   137
              8.10  Fiscal Year ..........................................................................   137
              8.11  Modifications of Certificate of Incorporation, By-Laws and Certain Other
                    Agreements; Etc ......................................................................   137
              8.12  Limitation on Certain Restrictions on Subsidiaries ...................................   137
              8.13  Accounting Changes ...................................................................   138

ARTICLE IX    FINANCIAL COVENANTS ........................................................................   138
              9.1   Interest Coverage Ratio ..............................................................   138
              9.2   Leverage Ratio .......................................................................   139
              9.3   Maintenance of Consolidated Tangible Net Worth .......................................   140
              9.4   Capital Expenditures; Cash Multi-Client Investment ...................................   140

ARTICLE X     EVENTS OF DEFAULT ..........................................................................   140
              10.1  Events of Default ....................................................................   140
              10.2  Rights Not Exclusive .................................................................   144

ARTICLE XI    THE ADMINISTRATIVE AGENT ...................................................................   145
              11.1  Appointment ..........................................................................   145
              11.2  Nature of Duties .....................................................................   145
              11.3  Exculpation, Rights Etc ..............................................................   145
              11.4  Reliance .............................................................................   146
              11.5  Indemnification ......................................................................   146
              11.6  Administrative Agent In Its Individual Capacity ......................................   147
              11.7  Notice of Default ....................................................................   147
              11.8  Holders of Obligations ...............................................................   147
              11.9  Resignation by Administrative Agent ..................................................   147

</Table>


                                       iii

<PAGE>

<Table>
                                                                                                           Page
                                                                                                           ----

<S>                                                                                                          <C>
              11.10 The Lead Arrangers, Book Runners, Syndication Agent and Co-Documentation Agents ......   148

ARTICLE XII   MISCELLANEOUS ..............................................................................   148
              12.1  No Waiver; Modifications in Writing ..................................................   148
              12.2  Further Assurances ...................................................................   151
              12.3  Notices, Etc .........................................................................   151
              12.4  Costs, Expenses and Taxes; Indemnification ...........................................   152
              12.5  Confirmations ........................................................................   154
              12.6  Adjustment; Setoff ...................................................................   154
              12.7  Execution in Counterparts ............................................................   155
              12.8  Binding Effect; Assignment; Addition and Substitution of Lenders .....................   155
              12.9  CONSENT TO JURISDICTION; MUTUAL WAIVER OF JURY TRIAL .................................   158
              12.10 Release of Collateral ................................................................   159
              12.11 GOVERNING LAW ........................................................................   160
              12.12 Severability of Provisions ...........................................................   160
              12.13 Transfers of Notes ...................................................................   160
              12.14 Registry .............................................................................   160
              12.15 Euro Currency ........................................................................   161
              12.16 Headings .............................................................................   162
              12.17 Termination of Agreement .............................................................   162
              12.18 Confidentiality ......................................................................   162
              12.19 Concerning the Collateral and the Loan Documents .....................................   163
              12.20 Effectiveness ........................................................................   165
              12.21 Rights and Obligations of Term C Lenders .............................................   165

ARTICLE XIII  COLLECTION ACTION MECHANISM ................................................................   168
              13.1  Implementation of CAM ................................................................   168
              13.2  Letters of Credit ....................................................................   170

ARTICLE XIV   COMPANY GUARANTY ...........................................................................   171
              14.1  The Company Guaranty .................................................................   171
              14.2  Insolvency ...........................................................................   172
              14.3  Nature of Liability ..................................................................   172
              14.4  Independent Obligation ...............................................................   172
              14.5  Authorization ........................................................................   172
              14.6  Reliance .............................................................................   173
              14.7  Subordination ........................................................................   174
              14.8  Waiver ...............................................................................   174
              14.9  Nature of Liability ..................................................................   175
</Table>


                                       iv

<PAGE>



                         INDEX OF EXHIBITS AND SCHEDULES


                                    Exhibits

Exhibit 2.1(c)             Form of Swing Line Loan Participation Certificate
Exhibit 2.2(a)(i)(A)       Form of Term A Note
Exhibit 2.2(a)(i)(B)       Form of Term B Note
Exhibit 2.2(a)(i)(C)       Form of Term C Note
Exhibit 2.2(a)(ii)         Form of UK Revolving Note
Exhibit 2.2(a)(iii)        Form of Revolving Note
Exhibit 2.2(a)(iv)         Form of Swing Line Note
Exhibit 2.5                Form of Notice of Borrowing
Exhibit 2.6                Form of Notice of Conversion or Continuation
Exhibit 2.10(c)            Form of Letter of Credit Request
Exhibit 2A.2(a)            Form of Canadian Revolving Note
Exhibit 2A.5               Form of Notice of Canadian Borrowing
Exhibit 2A.6               Form of Notice of Canadian Conversion or Continuation
Exhibit 4.7(d)             Form of Section 4.7(d) Certificate
Exhibit 5.1(b)(i)          Form of Domestic Subsidiary Guaranty
Exhibit 5.1(b)(ii)         Form of UK Subsidiary Guaranty
Exhibit 5.1(b)(iii)        Form of Canadian Subsidiary Guaranty
Exhibit 5.1(c)(i)          Form of Domestic Security Agreement
Exhibit 5.1(c)(ii)         Form of Canadian Security Agreement
Exhibit 5.1(c)(iii)        Form of Canadian Pledge Agreement
Exhibit 5.1(c)(iv)         Form of UK Security Agreement
Exhibit 5.1(e)             Form of Opinion of Borrower's Counsel
Exhibit 5.1(f)             Form of Officer's Certificate
Exhibit 5.1(g)             Form of Secretary's Certificate
Exhibit 7.2(a)             Form of Certificate of Responsible Officer
Exhibit 12.8(c)            Form of Assignment and Assumption Agreement


                                                     Schedules

Schedule 1.1(a)            Commitments
Schedule 2.10(j)           Outstanding Letters of Credit
Schedule 5.1(r)            Transaction Waivers
Schedule 6.3               Approvals and Consents
Schedule 6.4               Governmental Approval
Schedule 6.5(a)            Pro Forma Balance Sheet
Schedule 6.5(d)            Indebtedness
Schedule 6.5(e)            Projections
Schedule 6.9               Tax Status
Schedule 6.11(c)           Real Property
Schedule 6.13              Capitalization of Company
Schedule 6.14              Organization of Subsidiaries
Schedule 6.18              Environmental Matters


                                       v

<PAGE>


Schedule 6.24              Foreign Pension Plan Compliance
Schedule 7.8               Insurance
Schedule 8.6               Existing Investments
Schedule 8.12(a)           Existing Restrictions on Subsidiaries
Schedule 12.3              Notice Addresses


                                       vi

<PAGE>


                                CREDIT AGREEMENT

                  THIS CREDIT AGREEMENT is dated as of February 14, 2003 and is
made by and among Veritas DGC Inc., a Delaware corporation ("Company"), Veritas
Energy Services Inc., an Alberta corporation ("VES") and Veritas Energy Services
Partnership, an Alberta general partnership ("VESP"; collectively, VES and VESP
are referred to herein as the "Canadian Borrowers" and individually as a
"Canadian Borrower"), Veritas DGC Limited, a company incorporated under the laws
of England and Wales ("UK Borrower"), the undersigned lenders, including
Deutsche Bank Trust Company Americas, in their capacities as lenders hereunder
(collectively, the "Lenders," and each individually, a "Lender"), Deutsche Bank
AG, Canada Branch, as Canadian administrative agent ("Canadian Administrative
Agent") and Deutsche Bank AG, New York Branch, as administrative agent
("Administrative Agent") for the Lenders.

                              WITNESSETH:

                  WHEREAS, Borrowers have requested that the Lenders (i) make
Term A Loans to Company in the aggregate principal amount of $30 million
maturing on February 14, 2006; (ii) make Term B Loans to Company in the
aggregate principal amount of $125 million maturing on February 14, 2007; (iii)
make Term C Loans to Company in the aggregate principal amount of $40 million
maturing on February 14, 2008; (iv) provide a multicurrency revolving credit
facility (including a letter of credit subfacility) to Borrowers (other than
Canadian Borrowers) in an aggregate principal amount not to exceed the Dollar
Equivalent of $10 million maturing on February 14, 2006; (v) provide a revolving
credit facility (including a letter of credit subfacility) to Company in an
aggregate principal amount not to exceed the Dollar Equivalent of $20 million
maturing on February 14, 2006; and (vi) provide a revolving credit facility
(including a letter of credit subfacility) to Canadian Borrowers in an aggregate
amount not to exceed the Dollar Equivalent of $25 million at any time
outstanding and maturing on February 14, 2006;

                  WHEREAS, the proceeds of the term loans and certain of the
proceeds of the revolving loans described above will be used by Borrowers to
repay certain outstanding indebtedness of Borrowers;

                  WHEREAS, the proceeds of the revolving credit facility
described above will be used by Borrowers for ongoing working capital and
general corporate purposes; and

                  WHEREAS, the Lenders are willing to extend commitments to make
the term loans and revolving credit loans to Borrowers for the purposes
specified above and only on the terms and subject to the conditions set forth
herein;

                  NOW, THEREFORE, in consideration of the premises and of the
mutual covenants herein contained and, among other things, (i) the assignment of
and the grant of a security interest in the Collateral by Borrowers in favor of
Administrative Agent and Canadian Administrative Agent for the benefit of
Secured Creditors pursuant to the Security Documents and (ii) the granting of
mortgages by Borrowers in the Mortgaged Property pursuant to the Mortgages, the
parties hereto agree as follows:

<PAGE>

                                   ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

        1.1       DEFINITIONS. As used herein, and unless the context
requires a different meaning, the following terms have the meanings indicated:

                  "Acceptance Fee" means a fee payable in Canadian Dollars by
Canadian Borrowers to Canadian Administrative Agent for the account of a
Canadian Revolving Lender with respect to the acceptance of a B/A or the making
of a B/A Equivalent Loan on the date of such acceptance or loan, calculated on
the face amount of the B/A or the B/A Equivalent Loan at the Discount Rate on
the basis of the number of days in the applicable Contract Period (including the
date of acceptance and excluding the date of maturity) and a year of 365 days
(it being agreed that the rate per annum applicable to the B/A Equivalent Loan
is equivalent to the rate per annum otherwise applicable to the Bankers'
Acceptance which has been replaced by the making of such B/A Equivalent Loan
pursuant to Section 2A.9).


                  "Acquisition" means (a) the purchase by a Person of all or a
significant part of a business conducted by another Person or (b) the merger,
consolidation or amalgamation of any Person with any other Person.

                  "Additional Security Documents" means all pledge agreements,
security agreements, guarantees and other security documents entered into
pursuant to Section 7.12 with respect to additional Collateral.

                  "Adjusted EBITDA" means, for any applicable period, the
Consolidated EBITDA of Company and its Subsidiaries for such period less
Multi-Client Amortization for such period.

                  "Adjusted Working Capital" means the difference between (a)
the amount, without duplication, that is classified on a consolidated balance
sheet of Company and its Subsidiaries as the consolidated current assets of
Company and its Subsidiaries in accordance with GAAP excluding Cash, Cash
Equivalents and Foreign Cash Equivalents and (b) the amount, without
duplication, that is classified on a consolidated balance sheet of Company and
its Subsidiaries as the consolidated current liabilities of Company and its
Subsidiaries in accordance with GAAP excluding all short-term borrowings, the
current portion of long-term indebtedness and the current portion of Capitalized
Lease Obligations.

                  "Administrative Agent" has the meaning assigned to that term
in the introduction to this Agreement and any successor Administrative Agent in
such capacity, provided that, unless the context otherwise requires, when used
in respect of payments, notices, security and obligations pertaining to Canadian
Revolving Loans, the term "Administrative Agent" shall mean the Canadian
Administrative Agent.

                  "Affiliate" means, with respect to any Person, any Person or
group acting in concert in respect of the Person in question (including but not
limited to all directors and officers of such Person) that, directly or
indirectly, controls or is controlled by or is under common control with such
Person, provided that, neither DB nor any Affiliate of DB shall be deemed to


                                       2
<PAGE>


be an Affiliate of Borrower. For the purposes of this definition, "control"
(including, with correlative meanings, the terms "controlled by" and "under
common control with"), as used with respect to any Person or group of Persons,
shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of management and policies of such Person, whether through
the ownership of voting securities or by contract or otherwise. A Person shall
be deemed to control a corporation or other Person if such Person possesses,
directly or indirectly, the power to vote 25% or more of the securities having
ordinary voting power for the election of directors of such corporation or other
Person.

                  "Agent" or "Agents" means Administrative Agent and Canadian
Administrative Agent, as the context may require.

                  "Aggregate Revolving Commitments" means the UK Revolving
Commitment, the Domestic Revolving Commitment and the Canadian Revolving
Commitment, collectively.

                  "Agreement" means this Credit Agreement, as the same may at
any time be amended, supplemented or otherwise modified in accordance with the
terms hereof and in effect.

                  "Alternative Currency" means, at any time, Euros or Sterling.

                  "Alternative Currency Loan" means any Loan denominated in
Euros or Sterling.

                  "Applicable B/A Margin" means at any date, the applicable
percentage set forth in the following table under column Applicable B/A Margin
opposite the Most Recent Leverage Ratio as of such date:

<Table>
<Caption>
         MOST RECENT LEVERAGE RATIO                     APPLICABLE B/A MARGIN
    ---------------------------------                   ---------------------

<S>                                                             <C>
            Less than 2.00 to 1                                 3.50%
    Equal to or greater than 2.0 to 1
          but less than 2.50 to 1                               3.75%
     Equal to or greater than 2.50 to 1                         4.00%
</Table>

                  "Applicable Base Rate Margin" means at any date with respect
to Canadian Revolving Loans, Domestic Revolving Loans and Term A Loans, the
percentage set forth in the following table under the column Applicable Base
Rate Margin for Canadian Revolving Loans, Domestic Revolving Loans and Term A
Loans opposite the Most Recent Leverage Ratio as of such date:

<Table>
<Caption>

                                                   APPLICABLE BASE RATE MARGIN FOR CANADIAN
                  MOST RECENT                      REVOLVING LOANS, DOMESTIC REVOLVING LOANS
                LEVERAGE RATIO                                 AND TERM A LOANS
  ------------------------------------------       -----------------------------------------

<S>                                                                  <C>
              Less than 2.00 to 1                                    2.25%
  Equal to or greater than 2.0 to 1 but less
                than 2.50 to 1                                       2.50%
</Table>



                                       3
<PAGE>
<Table>
<Caption>

                                                   APPLICABLE BASE RATE MARGIN FOR CANADIAN
                  MOST RECENT                      REVOLVING LOANS, DOMESTIC REVOLVING LOANS
                LEVERAGE RATIO                                 AND TERM A LOANS
  ------------------------------------------       -----------------------------------------

<S>                                                                  <C>

      Equal to or greater than 2.50 to 1                             2.75%

</Table>

                  "Applicable Canadian Prime Rate Margin" means at any date, the
applicable percentage set forth in the following table under the column
Applicable Canadian Prime Rate Margin opposite the Most Recent Leverage Ratio as
of such date:

<Table>
<Caption>
                                               APPLICABLE CANADIAN PRIME RATE
        MOST RECENT LEVERAGE RATIO                         MARGIN
        --------------------------             ------------------------------

<S>                                                            <C>
            Less than 2.00 to 1                                2.25%
  Equal to or greater than 2.0 to 1
          but less than 2.50 to 1                              2.50%
    Equal to or greater than 2.50 to 1                         2.75%
</Table>

                  "Applicable Currency" means as to any particular payment or
Loan, Dollars or the Alternative Currency in which it is denominated or is
payable.

                  "Applicable Eurocurrency Margin" means at any date with
respect to Revolving Loans and Term A Loans, the applicable percentage set forth
in the following table under the column Applicable Eurocurrency Margin for
Revolving Loans and Term A Loans opposite the Most Recent Leverage Ratio on such
date:

<Table>
<Caption>
                                                  APPLICABLE EUROCURRENCY
               MOST RECENT                         MARGIN FOR REVOLVING
              LEVERAGE RATIO                      LOANS AND TERM A LOANS
  -------------------------------------       ------------------------------

<S>                                                       <C>
           Less than 2.00 to 1                            3.50%
  Equal to or greater than 2.0 to 1 but
           less than 2.50 to 1                            3.75%
    Equal to or greater than 2.50 to 1                    4.00%
</Table>


                  "Applicable Term B Loan Base Rate Margin" means 3.75% per
annum.

                  "Applicable Term B Loan Eurocurrency Margin" means 5.00% per
annum.

                  "Applicable Term C Loan Base Rate Margin" means 6.25% per
annum.

                  "Applicable Term C Loan Eurocurrency Margin" means 7.50% per
annum.

                  "Asset Disposition" means any sale, lease, assignment,
transfer or other disposition (or series of related sales, leases, assignments,
transfers or dispositions) of all or any part of an interest in shares of
Capital Stock of a Subsidiary of Company (other than directors' qualifying
shares and similar arrangements required by Requirements of Law), property or
other assets (each referred to for the purposes of this definition as a
"disposition") by Company or any of its Subsidiaries.

                                       4
<PAGE>


                  "Assignee" has the meaning assigned to that term in Section
12.8(c).

                  "Assignment and Assumption Agreement" means an Assignment and
Assumption Agreement substantially in the form of Exhibit 12.8(c) annexed hereto
and made a part hereof made by any applicable Lender, as assignor, and such
Lender's assignee in accordance with Section 12.8.

                  "Attorney Costs" means all reasonable fees and disbursements
of any law firm or other external counsel and the reasonable disbursements of
internal counsel.

                  "Attributable Debt" means as of the date of determination
thereof, without duplication, (a) in connection with a Sale and Leaseback
Transaction, the net present value (discounted according to GAAP at the cost of
debt implied in the lease) of the obligations of the lessee for rental payments
during the then remaining term of any applicable lease and (b) the principal
balance outstanding under any synthetic lease, tax retention operating lease,
off-balance sheet loan or similar off-balance sheet financing product to which
such Person is a party, where such transaction is considered borrowed money
indebtedness for tax purposes but is classified as an operating lease in
accordance with GAAP.

                  "Available Canadian Revolving Commitment" means, as to any
Canadian Revolving Lender at any time, an amount equal to the excess, if any, of
(a) such Lender's Canadian Revolving Commitment over (b) the Effective Amount of
then outstanding Canadian Revolving Loans made by such Lender.

                  "Available Domestic Revolving Commitment" means, as to any
Domestic Revolving Lender at any time an amount equal to the excess, if any, of
(a) such Lender's Domestic Revolving Commitment less (b) the sum of (i) the
aggregate Effective Amount of then outstanding Domestic Revolving Loans made by
such Lender and (ii) such Lender's Domestic Revolver Pro Rata Share of the
Effective Amount of Domestic LC Obligations and Swing Line Loans then
outstanding.

                  "Available Liquidity" means, at any date, the sum of (a) the
Total Available Canadian Revolving Commitment on such date plus (b) the Total
Available UK Revolving Commitment on such date plus (c) the Total Available
Domestic Revolving Commitment on such date plus (d) unrestricted Cash, Cash
Equivalents and the Dollar Equivalent of Foreign Cash Equivalents for all Credit
Parties as set forth in the most recent internal management reporting book date
for such balances.

                  "Available UK Revolving Commitment" means, as to any UK
Revolving Lender at any time an amount equal to the excess, if any, of (a) such
Lender's UK Revolving Commitment over (b) the sum of (i) the aggregate Effective
Amount of then outstanding UK Revolving Loans made by such Lender and (ii) such
Lender's UK Revolver Pro Rata Share of the Effective Amount of UK LC
Obligations.

                  "B/A Equivalent Loan" is defined in Section 2A.9(h).

                  "B/A Loan" means a Borrowing comprised of one or more Bankers'
Acceptances or, as applicable, B/A Equivalent Loans. For greater certainty, all
provisions of this Agreement



                                       5
<PAGE>

which are applicable to Bankers' Acceptances are also applicable, mutatis
mutandis, to B/A Equivalent Loans.

                  "Bank of Canada Bank Rate" means, on any day, the rate of
interest charged by the Bank of Canada for one day loans to financial
institutions that are participants in the large value transfer system operated
by the Canadian Payments Association.

                  "Bankers' Acceptance" and "B/A" mean a non-interest bearing
instrument denominated in Canadian Dollars, drawn by the applicable Canadian
Borrower, and accepted by a Canadian Revolving Lender in accordance with this
Agreement, and shall include a depository note within the meaning of the
Depository Bills and Notes Act (Canada) and a bill of exchange within the
meaning of the Bills of Exchange Act (Canada).

                  "Bankruptcy Code" means Title 11 of the United States
Bankruptcy Code (11 U.S.C. et seq.), as from time to time amended, including the
regulations promulgated thereunder, or any successor statute and the regulations
promulgated thereunder.

                  "Base Rate" means the greater of (a) the rate most recently
announced by DB at its principal office as its "prime rate", which is not
necessarily the lowest rate made available by DB or (b) the Federal Funds Rate
plus 1/2 of 1% per annum. The "prime rate" announced by DB is evidenced by the
recording thereof after its announcement in such internal publication or
publications as DB may designate. Any change in the interest rate resulting from
a change in such "prime rate" announced by DB shall become effective without
prior notice to Borrowers as of 12:01 a.m. (New York City time) on the Business
Day on which each change in such "prime rate" is announced by DB. DB may make
commercial or other loans to others at rates of interest at, above or below its
"prime rate". With respect to Canadian Revolving Loans that are Base Rate Loans,
the "Base Rate" means, at any time, the rate of interest per annum equal to the
greater of (a) the rate which the principal office of DBC in Toronto, Ontario
announces from time to time as the reference rate of interest for Dollar loans
to its Canadian borrowers, and (b) the Federal Funds Rate plus 1/2 of 1%,
adjusted automatically with each change in such rates all without necessity of
any notice to the Canadian Borrowers or any other Person.

                  "Base Rate Loan" means any Loan which bears interest at a rate
determined with reference to the Base Rate.

                  "Benefited Lender" has the meaning assigned to that term in
Section 12.6(a).

                  "Board" means the Board of Governors of the Federal Reserve
System.

                  "Borrowers" means Company, Canadian Borrowers and UK Borrower.

                  "Borrowing" means a group of Loans of a single Type made by
the Lenders or the Swing Line Lender, as appropriate, on a single date and in
the case of Eurocurrency Loans, as to which a single Interest Period is in
effect, provided that, Base Rate Loans or Eurocurrency Loans incurred pursuant
to Section 3.7 shall be considered part of any related Borrowing of Eurocurrency
Loans.



                                       6
<PAGE>

                  "Business Day" means (a) as it relates to any payment,
determination, funding or notice to be made or given in connection with any
Dollar-denominated Loan, or otherwise to be made or given to or from
Administrative Agent, a day other than a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to close;
provided, however, that when used in connection with a Eurocurrency 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; provided, further,
that when used in connection with any Letter of Credit, the term "Business Day"
shall also exclude any day on which commercial banks in the city in which the
Facing Agent for such Letter of Credit is domiciled are required by law to
close; and (b) as it relates to any payment, determination, funding or notice to
be made or given in connection with any Alternative Currency Loan, any day (i)
on which dealings in deposits in the Alternative Currency are carried out in the
London interbank market, and (ii) on which commercial banks and foreign exchange
markets are open for business in London, New York City, and the principal
financial center for such Alternative Currency; provided, however that when used
in connection with a Borrowing by any Canadian Borrower, the term "Business Day"
shall also exclude any day on which banks are not open for business in Toronto
or Calgary.

                  "CAM" means the mechanism for the allocation and exchange of
interests in the Facilities and collections thereunder established under Article
XIII.

                  "CAM Exchange" means the exchange of the Lenders' interests
provided for in Section 13.1.

                  "CAM Exchange Date" means the first date after the Initial
Borrowing Date on which there shall occur (a) any event described in paragraph
(e) or (f) of Section 10.1 with respect to Company or UK Borrower or (b) an
acceleration of the maturity of Loans pursuant to Section 10.1.

                  "CAM Percentage" means, as to each Lender, a fraction,
expressed as a decimal to 12 decimal places, of which (a) the numerator shall be
the sum of (i) the aggregate Designated Obligations owed to such Lender and (ii)
such Lender's UK Revolver Pro Rata Share or Domestic Revolver Pro Rata Share, as
applicable, of the aggregate outstanding LC Obligations, if any, of such Lender,
in each case immediately prior to the CAM Exchange Date, and (b) the denominator
shall be the sum of (i) the aggregate Designated Obligations owed to all the
Lenders and (ii) the aggregate outstanding LC Obligations, in each case
immediately prior to such CAM Exchange Date. For purposes of computing each
Lender's CAM Percentage, all Designated Obligations which shall be denominated
in an Alternative Currency shall be translated into Dollars at the Exchange Rate
in effect on the CAM Exchange Date.

                  "Canadian Administrative Agent" has the meaning assigned to
that term in the introduction to this Agreement and any successor Canadian
Administrative Agent in such capacity.

                  "Canadian Borrowers" and "Canadian Borrower" are defined in
the introduction to this Agreement.



                                       7
<PAGE>

                  "Canadian Commitment Period" means, the period from and
including the date hereof to but not including the Canadian Revolver Termination
Date.

                  "Canadian Dollars" and "Cdn.$" shall mean lawful currency of
Canada.

                  "Canadian LC Obligations" means, at any time, an amount equal
to the sum of (a) the Stated Amount of then outstanding Canadian Letters of
Credit and (b) the aggregate amount of Unpaid Drawings under Canadian Letters of
Credit which have not then been reimbursed pursuant to Section 2A.10. The
Canadian LC Obligation of any Canadian Revolving Lender at any time shall mean
the Dollar Equivalent of its Canadian Revolver Pro Rata Share of the aggregate
Canadian LC Obligations outstanding at such time.

                  "Canadian Letters of Credit" means Letters of Credit issued
pursuant to Section 2A.10.

                  "Canadian Notice Address" has the meaning assigned to that
term in Section 2A.5.

                  "Canadian Obligations" means all liabilities of the Credit
Parties and any Subsidiary of Company now or hereafter arising under this
Agreement and all of the other Loan Documents to the extent consisting of or
arising out of the Canadian Revolving Loans or the Canadian Letters of Credit,
whether for principal interest, fees, expenses, indemnities or otherwise, and
whether primary, secondary, direct, indirect, contingent, fixed or otherwise
(including obligations of performance).

                  "Canadian Payment Office" means the office of Canadian
Administrative Agent located at 222 Bay Street, Suite 1100, P.O. Box 64,
Toronto, Ontario, Canada M5K 1H6 or such other office as the Canadian
Administrative Agent may designate to Borrowers and the Lenders from time to
time.

                  "Canadian Pledge Agreement" has the meaning assigned to that
term in Section 5.1(c)(iii).

                  "Canadian Prime Rate" means, for each day in any period, a
fluctuating interest rate per annum as shall be in effect from time to time,
which rate per annum shall at all times for such day be equal to the higher of
(a) the annual rate of interest announced publicly by the Canadian
Administrative Agent and in effect as its prime rate at its principal office in
Toronto, Ontario on such day for determining interest rates on Canadian
Dollar-denominated commercial loans made in Canada and (b) 0.75% per annum above
the CDOR Rate in effect on such date.

                  "Canadian Prime Rate Loan" means any Loan which bears interest
at a rate determined with reference to the Canadian Prime Rate.

                  "Canadian Resident" means an Administrative Agent or Lender
(a) that is resident in Canada for purposes of the ITA or (b) that is an
authorized foreign bank and all payments to be received by it hereunder with
respect to the Canadian Revolving Loans or Canadian Letters of Credit will be in
respect of its Canadian banking business for purposes of subsection 212(13.3) of
the ITA.



                                       8
<PAGE>

                  "Canadian Revolver Pro Rata Share" means, when used with
reference to any Canadian Revolving Lender and any described aggregate or total
amount, an amount equal to the result obtained by multiplying such described
aggregate or total amount by a fraction the numerator of which shall be such
Lender's Canadian Revolving Commitment and the denominator of which shall be the
Canadian Revolving Commitments or, if the Canadian Revolver Termination Date has
occurred, such Lender's aggregate outstanding principal amount of Canadian
Revolving Loans and participations in Canadian Letters of Credit.

                  "Canadian Revolver Termination Date" means the earlier to
occur of (a) February 14, 2006; provided, that, with the prior written consent
of Administrative Agent, Canadian Administrative Agent and of all Lenders making
Canadian Revolving Loans, such termination date may be extended for one one-year
period, or (b) such earlier date as the Canadian Revolving Commitments shall
have been terminated or otherwise reduced to $0 pursuant to this Agreement.

                  "Canadian Revolving Commitment" means, with respect to any
Canadian Revolving Lender, the obligation of such Lender to make Canadian
Revolving Loans, as such commitment may be reduced from time to time pursuant to
this Agreement, which commitment as of the date hereof is the amount set forth
opposite such Lender's name on Schedule 1.1(a) hereto under the caption "Amount
of Canadian Revolving Commitment" as the same may be adjusted from time to time
pursuant to the terms hereof and "Canadian Revolving Commitments" means such
commitments collectively, which commitments equal $25,000,000 as of the date
hereof.

                  "Canadian Revolving Facility" means the credit facility under
this Agreement consisting of the Canadian Revolving Commitments and the Canadian
Revolving Loans.

                  "Canadian Revolving Lender" means any Revolving Lender which
has a Canadian Revolving Commitment.

                  "Canadian Revolving Loan" and "Canadian Revolving Loans" are
defined in Section 2A.1, including by way of example, Bankers' Acceptances and
B/A Equivalent Loans, pursuant to Section 2A.1 or Section 2A.9.

                  "Canadian Revolving Note" has the meaning assigned to that
term in Section 2A.2.

                  "Canadian Security Agreement" has the meaning assigned to that
term in Section 5.1(c)(ii).

                  "Canadian Subsidiary" means any Subsidiary that is organized
or formed under the laws of Canada or any province or territory thereof.

                  "Canadian Subsidiary Guaranty" has the meaning assigned to
that term in Section 5.1(b)(iii).

                  "Capital Expenditures" means, without duplication, with
respect to any Person, any amounts expended, incurred or obligated to be
expended during or in respect of a period for any purchase or other acquisition
for value of any asset that should be classified on a



                                       9
<PAGE>

consolidated balance sheet of such Person prepared in accordance with GAAP as a
fixed or capital asset including, without limitation, the direct or indirect
acquisition of such assets or improvements by way of increased product or
service charges, offset items or otherwise, and shall include Capitalized Lease
Obligations, but shall exclude Cash Multi-Client Investments and any portion of
the purchase price paid in connection with any Permitted Acquisitions.

                  "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations, rights in or other equivalents (however
designated) of such Person's capital stock, partnership interests, membership
interests or other equivalent interests and any rights (other than debt
securities convertible into or exchangeable for capital stock), warrants or
options exchangeable for or convertible into such capital stock or other equity
interests.

                  "Capitalized Lease" means, at the time any determination
thereof is to be made, any lease of property, real or personal, in respect of
which the present value of the minimum rental commitment is capitalized on the
balance sheet of the lessee in accordance with GAAP.

                  "Capitalized Lease Obligation" means, at the time any
determination thereof is to be made, the amount of the liability in respect of a
Capitalized Lease which would at such time be so required to be capitalized on
the balance sheet of the lessee in accordance with GAAP.

                  "Cash" means money, currency or the available credit balance
in a Deposit Account, in each case in Dollars or an Alternative Currency.

                  "Cash Equivalents" means (a) any evidence of indebtedness,
maturing not more than 180 days after the date of issue, issued by the United
States of America or any instrumentality or agency thereof, the principal,
interest and premium, if any, of which is guaranteed fully by, or backed by the
full faith and credit of, the United States of America, (b) Dollar denominated
(or foreign currency fully hedged) time deposits, certificates of deposit and
bankers acceptances maturing not more than 180 days after the date of purchase,
issued by (i) any Lender or (ii) a commercial banking institution having, or
which is the principal banking subsidiary of a bank holding company having,
combined capital and surplus and undivided profits of not less than $200,000,000
and a commercial paper rating of "P-1" (or higher) according to Moody's "A-1"
(or higher) according to S&P or the equivalent rating by any other nationally
recognized rating agency (any such bank, an "Approved Bank"), or (iii) a
non-United States commercial banking institution which is either currently
ranked among the 100 largest banks in the world (by assets, according to the
American Banker), has combined capital and surplus and undivided profits of not
less than $500,000,000 or whose commercial paper (or the commercial paper of
such bank's holding company) has a rating of "P-1" (or higher) according to
Moody's, "A-1" (or higher) according to S&P or the equivalent rating by any
other nationally recognized rating agency, (c) commercial paper, maturing not
more than 180 days after the date of purchase, issued or guaranteed by a
corporation (other than Company or any Subsidiary of Company or any of their
respective Affiliates) organized and existing under the laws of any state within
the United States of America with a rating, at the time as of which any
determination thereof is to be made, of "P-1" (or higher) according to Moody's,
or "A-1" (or higher) according to S&P, (d) demand deposits with any bank or
trust company maintained in the ordinary course of business, (e) repurchase or
reverse repurchase agreements covering obligations of the type specified in
clause (a) with a term of not more than seven days with any Approved Bank, and
(f)



                                       10
<PAGE>

shares of any money market mutual fund rated at least AAA or the equivalent
thereof by S&P or at least Aaa or the equivalent thereof by Moody's, including,
without limitation, any such mutual fund managed or advised by any Lender or
Administrative Agent.

                  "Cash Multi-Client Investment" means, for any period, all
expenditures, excluding capitalized depreciation as reflected on Company's
consolidated statement of cash flows prepared in accordance with GAAP for such
period, in connection with the acquisition of seismic data other than such
expenditures made in connection with projects for the acquisition of seismic
data specifically contracted for and to be owned by clients of Company.

                  "CDOR Rate" means, on any day, the per annum rate of interest
which is the rate determined as being the arithmetic average of the rates
applicable to Canadian Dollar bankers' acceptances having identical issue and
comparable maturity dates as the Bankers' Acceptances proposed to be issued by
Canadian Borrowers displayed and identified as such on the display referred to
as the "CDOR Page" (or any display substituted therefor) of Reuter Monitor Money
Rates Service as at approximately 10:00 a.m. (Toronto time) on such day, or if
such day is not a Business Day, then on the immediately preceding Business Day
(as adjusted by the Canadian Administrative Agent in good faith after 10:00 a.m.
(Toronto time) to reflect any error in a posted rate of interest or in the
posted average annual rate of interest); provided, however, if such a rate does
not appear on such CDOR Page, then the CDOR Rate, on any day, shall be the
discount rate quoted by Canadian Administrative Agent (determined as of 10:00
a.m. (Toronto time) on such day) which would be applicable in respect of an
issue of bankers' acceptances in a comparable amount and with comparable
maturity dates to the Bankers' Acceptances proposed to be issued by Canadian
Borrowers on such day, or if such day is not a Business Day, then on the
immediately preceding Business Day.

                  "Change of Control" means (a) the sale, lease or transfer of
all or substantially all of Company's assets to any Person or group (as such
term is used in Section 13(d)(3) of the Exchange Act), (b) the liquidation or
dissolution of Company, (c) any person or group of persons (within the meaning
of the Exchange Act) shall have acquired beneficial ownership (within the
meaning of Rule 13d-3 promulgated by the SEC under the Exchange Act) of 35% or
more of the issued and outstanding shares of Company's Voting Securities or (d)
during any period of twelve consecutive calendar months, individuals who at the
beginning of such period constituted Company's board of directors (together with
any new directors whose election by Company's board of directors or whose
nomination for election by Company's stockholders was approved by a vote of at
least two-thirds of the directors then still in office who either were directors
at the beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason other than death or disability to
constitute a majority of the directors then in office.

                  "Code" means the Internal Revenue Code of 1986, as from time
to time amended, including the regulations promulgated thereunder, or any
successor statute and the regulations promulgated thereunder.

                  "Collateral" means all "Collateral" as defined in each of the
Security Documents.

                  "Collateral Account" has the meaning assigned to that term in
Section 4.4(a).



                                       11
<PAGE>

                  "Commitment" means, with respect to each Lender, the aggregate
of the UK Revolving Commitment, Domestic Revolving Commitment, Canadian
Revolving Commitment and Term Commitment of such Lender and "Commitments" means,
as the context may require, such commitments of all of the Lenders collectively
or the aggregate commitments of an individual Lender.

                  "Commitment Fee" has the meaning assigned to that term in
Section 3.2(b).

                  "Commitment Period" means, the period from and including the
date hereof to but not including the Revolver Termination Date or, in the case
of the Swing Line Commitment, five (5) Business Days prior to the Revolver
Termination Date.

                  "Common Stock" means the common stock of Company, no par
value.

                  "Company" has the meaning assigned to that term in the
introduction to this Agreement.

                  "Company Refinancing" means the repayment in full of all
material indebtedness for money borrowed of Company and its Subsidiaries (other
than the Loans, the Letters of Credit, and Indebtedness to Remain Outstanding)
including, without limitation, the termination of the Existing Credit Agreement
and repayment in full of all obligations thereunder and the Senior Notes
Defeasance.

                  "Company Refinancing Documents" means collectively all
agreements, instruments and documents executed in connection with the Company
Refinancing, including, without limitation, any document or instrument necessary
to release and terminate any and all security interests thereunder.

                  "Computation Date" has the meaning assigned to that term in
Section 2.8(a).

                  "Confirmation" means a confirmation by a Lender that the
Person beneficially entitled to interest payable to that Lender is (as the case
may be) a UK Non-Bank Lender or a Treaty Lender.

                  "Consolidated Capital Expenditures" means, for any applicable
period, the aggregate of all Capital Expenditures of Company and its
Subsidiaries all as determined on a consolidated basis for Company and its
consolidated Subsidiaries in accordance with GAAP.

                  "Consolidated Debt" means, at any time, the sum of (a) all
Indebtedness of Company and its Subsidiaries determined on a consolidated basis
in accordance with GAAP and (b) the aggregate outstanding amount, without
duplication, of Attributable Debt, all as determined on a consolidated basis for
Company and its consolidated Subsidiaries in accordance with GAAP.

                  "Consolidated EBITDA" means, for any applicable period, the
Consolidated Net Income or Consolidated Net Loss of Company and its Subsidiaries
for such period, plus, without duplication, to the extent deducted in
determining the foregoing, Consolidated Interest Expense for such period, plus
the provision for taxes based on income and foreign withholding taxes for



                                       12
<PAGE>

such period, plus depreciation expense for such period, plus amortization
expense for such period (including Multi-Client Amortization and, including,
without limitation, amortization of fees, costs and expenses in connection with
the execution, delivery and performance of any of the Transaction Documents),
plus Permitted Non-Recurring Charges, plus other non-cash charges (including,
without limitation, non-cash charges in connection with the granting of options,
warrants or other equity investments) to the extent that no cash reserve has
been or is required to be established therefor on a balance sheet prepared in
accordance with GAAP and excluding any gain or loss recognized in determining
Consolidated Net Income or Consolidated Net Loss for such period in respect of
post-retirement benefits as a result of the application of FASB 106 and any
foreign currency translation adjustments as a result of the application of FASB
52, all as determined on a consolidated basis for Company and its consolidated
Subsidiaries in accordance with GAAP.

                  "Consolidated Interest Expense" means, for any period, the sum
of total interest expense (including that attributable to Capitalized Leases in
accordance with GAAP) of Company and its Subsidiaries on a consolidated basis
with respect to all outstanding Indebtedness of Company and its Subsidiaries,
including, without limitation, all facing fees, the LC Commission and charges
owed with respect to letters of credit and bankers' acceptance financing, but
excluding, however, any amortization of deferred financing costs, all as
determined on a consolidated basis for Company and its consolidated Subsidiaries
in accordance with GAAP.

                  "Consolidated Net Income" and "Consolidated Net Loss" mean,
respectively, with respect to any period, the aggregate of the net income (loss)
of the Person in question for such period, determined in accordance with GAAP on
a consolidated basis, provided that, there shall be excluded the income (loss)
of any unconsolidated Subsidiary and any Person in which any other Person (other
than the Company or any of the Subsidiaries or any director holding qualifying
shares in compliance with applicable law or any other third party holding a de
minimus number of shares in order to comply with other similar requirements) has
a joint interest, except to the extent of the amount of dividends or other
distributions actually paid to the Company or any of its Wholly-Owned
Subsidiaries by such Person during such period. There shall be excluded in
computing Consolidated Net Income the excess (but not the deficit), if any, of
(a) any gain which must be treated as an extraordinary item under GAAP or any
gain realized upon the sale or other disposition of any real property or
equipment that is not sold in the ordinary course of business or of any capital
stock of the Person or a Subsidiary of the Person over (b) any loss which must
be treated as an extraordinary item under GAAP or any loss realized upon the
sale or other disposition of any real property or equipment that is not sold in
the ordinary course of business or of any capital stock of the Person or a
Subsidiary of the Person, all as determined on a consolidated basis for Company
and its consolidated Subsidiaries in accordance with GAAP.

                  "Consolidated Tangible Net Worth" of a Person means, without
duplication, the sum of (a) total stockholders' equity (excluding treasury
stock) less (b) the stated value of any Investment (other than Investments of
any Person in readily marketable securities) which the Person or any
consolidated Subsidiary of the Person has in any entity which is not a
Subsidiary of the Person, as determined from a consolidated balance sheet of the
Person and its consolidated Subsidiaries prepared in accordance with GAAP;
provided, however, solely for purposes of


                                       13
<PAGE>

calculations required by Section 9.3, there shall be excluded from the
calculation of Consolidated Tangible Net Worth the cumulative effect of currency
translation adjustments: less (c) the net book value of all assets of such
Person and its consolidated Subsidiaries which would be treated as intangibles
under GAAP, including, without limitation, deferred charges, leasehold
conversion costs, franchise rights, non-compete agreements, research and
development costs, goodwill, unamortized debt discounts, patents, patent
applications, trademarks, trade names, copyrights and licenses but excluding the
Data Library and proprietary software which shall be treated as tangible assets
for the purposes hereof, all as determined on a consolidated basis for Company
and its consolidated Subsidiaries in accordance with GAAP.

                  "Contaminant" means any material with respect to which any
Environmental Law imposes a duty, obligation or standard of conduct, including
without limitation any pollutant, contaminant (as those terms are defined in 42
U.S.C. Section 9601(33)), toxic pollutant (as that term is defined in 33 U.S.C.
Section 1362(13)), hazardous substance (as that term is defined in 42 U.S.C.
Section 9601(14)), hazardous chemical (as that term is defined by 29 CFR Section
1910.1200(c)), hazardous waste (as that term is defined in 42 U.S.C. Section
6903(5)), or any state or local equivalent of such laws and regulations,
including, without limitation, radioactive material, special waste,
polychlorinated biphenyls, asbestos, petroleum, including crude oil or any
petroleum-derived substance, (or any fraction thereof), waste, or breakdown or
decomposition product thereof, or any constituent of any such substance or
waste, including but not limited to polychlorinated biphenyls and asbestos.

                  "Contract Period" means the term of a B/A Loan selected by the
applicable Canadian Borrower in accordance with Section 2A.5 or Section 2A.6
commencing on the date of such B/A Loan and expiring on a Business Day which
shall be either 30 days, 60 days, 90 days or 180 days (subject to availability)
thereafter, provided that, (a) subject to clause (b) below, each such period
shall be subject to such extensions or reductions as may be determined by the
Canadian Administrative Agent to ensure that each Contract Period shall expire
on a Business Day, and (b) no Contract Period shall extend beyond the Canadian
Revolver Termination Date.

                  "Contractual Obligation" means, as to any Person, any
provision of any Securities issued by such Person or of any indenture or credit
agreement or any agreement, instrument or other undertaking to which such Person
is a party or by which it or any of its property is bound or to which it may be
subject.

                  "Controlled Group" means the group consisting of (a) any
corporation which is a member of the same controlled group of corporations
(within the meaning of Section 414(b) of the Code) as Company, (b) a partnership
or other trade or business (whether or not incorporated) which is under common
control (within the meaning of Section 414(c) of the Code) with Company, (c) a
member of the same affiliated service group (within the meaning of Section
414(m) of the Code) as Company, any corporation described in clause (a) above or
any partnership or trade or business described in clause (b) above, or (d) any
other Person which is required to be aggregated with Company or any of its
Subsidiaries pursuant to regulations promulgated under Section 414(o) of the
Code.

                  "Credit Event" means the making of any Loan or the issuance of
any Letter of Credit.



                                       14
<PAGE>

                  "Credit Exposure" has the meaning assigned to that term in
Section 12.8(b).

                  "Credit Facilities" means the Term Facilities and the
Revolving Facilities, collectively.

                  "Credit Party" means Company, Canadian Borrowers, the UK
Borrower and any guarantor which may hereafter enter into a pledge agreement,
security agreement or guarantee agreement with respect to all or any portion of
the Obligations.

                  "Customary Permitted Liens" means for any Person

                  (a) Liens for taxes not yet due and payable or which are being
contested in good faith by appropriate proceedings diligently pursued, provided
that, (i) any proceedings commenced for the enforcement of such Liens shall have
been stayed or suspended within 30 days of the commencement thereof and (ii)
provision for the payment of all such taxes known to such Person has been made
on the books of such Person to the extent required by GAAP;

                  (b) mechanics', processor's, materialmen's, carriers',
warehousemen's, landlord's, maritime and similar Liens arising by operation of
law and arising in the ordinary course of business and securing obligations
(other than Indebtedness for borrowed money) of such Person that are not overdue
for a period of more than 45 days or are being contested in good faith by
appropriate proceedings diligently pursued, provided that, (i) any proceedings
commenced for the enforcement of such Liens shall have been stayed or suspended
within 30 days of the commencement thereof and (ii) provision for the payment of
such Liens has been made on the books of such Person to the extent required by
GAAP;

                  (c) deposits and pledges of cash securing obligations incurred
in the ordinary course of business, in respect of worker's compensation,
unemployment insurance, old age pensions and social security benefits which are
not overdue or are being contested in good faith by appropriate proceedings
diligently pursued, provided that, (i) any proceedings commenced for the
enforcement of such Liens shall have been stayed or suspended within 30 days of
the commencement thereof and (ii) provision for the payment of such Liens has
been made on the books of such Person to the extent required by GAAP;

                  (d) deposits and pledges of cash made in the ordinary course
of business to secure (i) the performance of bids, tenders, statutory
obligations, fee and expense arrangements with trustees and fiscal agents
(exclusive of obligations incurred in connection with the borrowing of money or
the payment of the deferred purchase price of property) and Operating Leases and
(ii) surety, indemnity, performance, appeal and release bonds, provided that, in
each case, full provision for the payment of all such obligations has been made
on the books of such Person to the extent required by GAAP;

                  (e) Permitted Real Property Encumbrances;

                  (f) attachment, judgment or other similar Liens arising in
connection with court or arbitration proceedings involving individually and in
the aggregate liability of $5,000,000 or less at any one time, provided the same
are discharged, or that execution or enforcement thereof is stayed pending
appeal, within 30 days or, in the case of



                                       15
<PAGE>

any stay of execution or enforcement pending appeal, within such lesser time
during which such appeal may be taken;

                  (g) leases or subleases granted to others not interfering in
any material respect with the business of Company or any of its Subsidiaries and
any interest or title of a lessor under any lease permitted by this Agreement or
the Security Documents;

                  (h) customary rights of set off, revocation, refund or
chargeback under deposit agreements or under the UCC of banks or other financial
institutions where any Borrower maintains deposits in the ordinary course of
business permitted by this Agreement; and

                  (i) licenses of surveys or portions thereof in the Data
Library to others in the ordinary course of business (provided that such
licenses shall not restrict or prohibit collateral assignments thereof to
Administrative Agent for the benefit of the Lenders under the Security
Documents).

                  "Data Library" means all of each of Company's and its
Subsidiaries' multi-client data library of proprietary seismic reports and other
data as reflected in the consolidated balance sheet of Company.

                  "DB" means Deutsche Bank AG, New York Branch, a New York
banking corporation, and its successors.

                  "DBC" means Deutsche Bank AG, Canada Branch.

                  "DBSI" means Deutsche Bank Securities Inc.

                  "Default Rate" means a variable rate per annum which shall be
two percent (2%) per annum plus either (a) the then applicable interest rate
hereunder in respect of the amount on which the Default Rate is being assessed
or (b) if there is no such applicable interest rate, the Base Rate plus the
Applicable Base Rate Margin, but in no event in excess of that permitted by
applicable law.

                  "Defaulting Lender" means any Lender with respect to which a
Lender Default is in effect.

                  "Deposit Account" means a demand, time, savings, passbook or
like account with a bank, savings and loan association, credit union or like
organization, other than an account evidenced by a negotiable certificate of
deposit.

                  "Designated Obligations" means all Obligations of the Credit
Parties in respect of (a) principal of and interest on the Loans (including
B/A's, B/A Equivalent Loans and Acceptance Fees with respect thereto but
excluding principal of and interest on the Term C Loan), (b) LC Commissions and
(c) Commitment Fees, whether or not the same shall at the time of any
determination be due and payable under the terms of the Loan Documents.

                  "Discount Proceeds" means in respect of any Bankers'
Acceptance (or, as applicable, any B/A Equivalent Loan) required to be accepted
and purchased by (or, in the case



                                       16
<PAGE>

of a B/A Equivalent Loan, made by) a Lender an amount (rounded to the nearest
whole cent with one-half one cent being rounded-up) determined as of the
applicable date of the Canadian Revolving Loan or rollover date for such
Canadian Revolving Loan which is equal to:

                  Face Amount x Price

where "Face Amount" is the face amount of such Bankers' Acceptance (or, as
applicable, the B/A Equivalent Loan) and "Price" is equal to:

                  1
         -----------------------
             (         Term    )
         1 + | Rate x -----    |
             (         365     )

where the "Rate" is the Discount Rate expressed as a decimal on the date of the
Canadian Revolving Loan or rollover date for such Canadian Revolving Loan, as
the case may be; the "Term" is the Contract Period of such Bankers' Acceptance
expressed as a number of days; and the Price as so determined is rounded up or
down to the fifth decimal place with .000005 being rounded-up.

                  "Discount Rate" means:

                  (a) with respect to an issue of Bankers' Acceptances accepted
and purchased by a Canadian Revolving Lender that is a Schedule I Bank, the CDOR
Rate; and

                  (b) with respect to an issue of Bankers' Acceptances accepted
and purchased by a Canadian Revolving Lender that is not a Schedule I Bank,
including without limitation, a Schedule II Bank and/or Schedule III Bank, the
CDOR Rate plus ten (10) basis points (0.10%).

                  "Documents" means the Loan Documents and the Transaction
Documents.

                  "Dollar" and "$" means lawful money of the United States of
America.

                  "Dollar Equivalent" means, at any time, (a) as to any amount
denominated in Dollars, the amount thereof at such time, (b) as to any amount
denominated in an Alternative Currency, the equivalent amount in Dollars as
determined by the Administrative Agent at such time on the basis of the Exchange
Rate for the purchase of Dollars with such Alternative Currency on the most
recent Computation Date provided for in Section 2.8(a), and (c) as to any amount
denominated in Canadian Dollars, the equivalent in Dollars of such amount
determined by Administrative Agent using the Exchange Rate then in effect.

                  "Domestic LC Obligations" means, at any time, an amount equal
to the sum of (a) the Stated Amount of the then outstanding Domestic Letters of
Credit and (b) the aggregate Unpaid Drawings under Domestic Letters of Credit
which have not then been reimbursed pursuant to Section 2.10(d). The Domestic LC
Obligations of any Domestic Revolving Lender at any time shall mean its Domestic
Revolver Pro Rata Share of the aggregate Domestic LC Obligations outstanding at
such time.



                                       17
<PAGE>

                  "Domestic Letter of Credit" means any Letter of Credit issued
pursuant to Section 2.10(a)(i).

                  "Domestic Revolver Pro Rata Share" means, when used with
reference to any Domestic Revolving Lender and any described aggregate or total
amount, an amount equal to the result obtained by multiplying such described
aggregate or total amount by a fraction the numerator of which shall be such
Domestic Revolving Lender's Domestic Revolving Commitment or, if the Revolver
Termination Date has occurred, such Domestic Revolving Lender's then outstanding
Domestic Revolving Loans and the denominator of which shall be the Domestic
Revolving Commitments or, if the Revolver Termination Date has occurred, all
then outstanding Domestic Revolving Loans and participations in Domestic Letters
of Credit.

                  "Domestic Revolving Commitment" means, with respect to any
Domestic Revolving Lender, the obligation of such Domestic Revolving Lender to
make Domestic Revolving Loans, as such commitment may be adjusted from time to
time pursuant to this Agreement, which commitment as of the date hereof is the
amount set forth opposite such Lender's name on Schedule 1.1(a) hereto under the
caption "Amount of Domestic Revolving Commitment" as the same may be adjusted
from time to time pursuant to the terms hereof and "Domestic Revolving
Commitments" means such commitments collectively, which commitments equal
$20,000,000 in the aggregate as of the date hereof.

                  "Domestic Revolving Facility" means the credit facility under
this Agreement consisting of the Domestic Revolving Commitments and the Domestic
Revolving Loans.

                  "Domestic Revolving Lender" means any Lender which has a
Domestic Revolving Commitment or is owed a Domestic Revolving Loan (or a portion
thereof).

                  "Domestic Revolving Loan" and "Domestic Revolving Loans" have
the meanings given in Section 2.1(b)(i).

                  "Domestic Revolving Note" has the meaning assigned to that
term in Section 2.2(a).

                  "Domestic Security Agreement" has the meaning assigned to that
term in Section 5.1(c)(i).

                  "Domestic Subsidiary" means any Subsidiary other than a
Foreign Subsidiary.

                  "Domestic Subsidiary Guaranty" has the meaning assigned to
that term in Section 5.1(b)(i).

                  "Drawing" has the meaning assigned to that term in Section
2.10(d)(ii).

                  "Effective Amount" means (a) with respect to any Loans on any
date, the aggregate outstanding principal Dollar Equivalent amount thereof after
giving effect to any Borrowings and prepayments or repayments of Loans occurring
on such date; and (b) with respect to any outstanding LC Obligations on any
date, the Dollar Equivalent amount of such LC Obligations on such date after
giving effect to any issuances of Letters of Credit occurring on



                                       18
<PAGE>

such date and any other changes in the aggregate amount of the LC Obligations as
of such date, including as a result of any reimbursements of outstanding unpaid
drawings under any Letters of Credit or any reductions in the maximum amount
available for drawing under Letters of Credit taking effect on such date.

                  "Effective Date" has the meaning assigned to that term in
Section 12.20.

                  "Eligible Assignee" means a commercial bank, financial
institution, financial company, fund (whether a corporation, partnership, trust
or other entity), account or insurance company in each case, together with its
Affiliates or Related Funds, which extends credit or buys loans in the ordinary
course of its business or any other Person approved by Administrative Agent and
Company, such approval not to be unreasonably withheld.

                  "Employee Benefit Plan" means an "employee benefit plan" as
defined in Section 3(3) of ERISA (other than a Foreign Pension Plan), which is
or has been established or maintained, or to which contributions are or have
been made, by Company or any of its ERISA Affiliates, any Subsidiary of Company
or ERISA Affiliate of such Subsidiary.

                  "Environmental Claim" means any notice of violation, claim,
suit, demand, abatement order or other order or direction (conditional or
otherwise) by any Governmental Authority or any Person for any damage, personal
injury (including sickness, disease or death), tangible or intangible property
damage, contribution, cost recovery, or any other common law claims, indemnity,
indirect or consequential damages, damage to the environment, nuisance, cost
recovery, or any other common law claims, pollution, contamination or other
adverse effects on the environment, human health, or natural resources, or for
fines, penalties, restrictions or injunctive relief, resulting from or based
upon (a) the occurrence or existence of a Release or substantial threat of a
material Release (whether sudden or non-sudden or accidental or non-accidental)
of, or exposure to, any Contaminant in, into or onto the environment at, in, by,
from or related to the Premises, (b) the use, handling, generation,
transportation, storage, treatment or disposal of Contaminants in connection
with the operation of any Premises, or (c) the violation, or alleged violation,
of any Environmental Laws relating to environmental matters connected with any
Borrowers' operations or any Premises.

                  "Environmental Laws" means any and all applicable foreign,
federal, state, provincial or local laws, statutes, ordinances, codes, rules,
regulations, orders, decrees, judgments, directives, or Environmental Permits
and cleanup or action standards, levels or objectives imposing liability or
standards of conduct for or relating to the protection of health, safety or the
environment, including, but not limited to, the following statutes as now
written and hereafter amended: the Water Pollution Control Act, as codified in
33 U.S.C. Section 1251 et seq., the Clean Air Act, as codified in 42 U.S.C.
Section 7401 et seq., the Toxic Substances Control Act, as codified in 15 U.S.C.
Section 2601 et seq., the Solid Waste Disposal Act, as codified in 42 U.S.C.
Section 6901 et seq., the Comprehensive Environmental Response, Compensation and
Liability Act, as codified in 42 U.S.C. Section 9601 et seq., the Emergency
Planning and Community Right-to-Know Act of 1986, as codified in 42 U.S.C.
Section 11001 et seq., and the Safe Drinking Water Act, as codified in 42 U.S.C.
Section 300f et seq., the Canadian Environmental Protection Act (Canada), the
Fisheries Act (Canada) and the Waste Management Act (British Columbia) and any
related regulations, as well as all provincial, state and local equivalents.



                                       19
<PAGE>

                  "Environmental Lien" means a Lien in favor of any Governmental
Authority for (a) any liability under Environmental Laws, or licenses,
authorizations, or directions of any Governmental Authority or court, or (b)
damages relating to, or costs incurred by such Governmental Authority in
response to, a Release or threatened Release of a Contaminant into the
environment.

                  "Environmental Permits" means any and all permits, licenses,
certificates, authorizations or approvals of any Governmental Authority required
by Environmental Laws and necessary or reasonably required for the business of
Company or any Subsidiary of Company.

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

                  "ERISA Affiliate" means, with respect to any Person, any trade
or business (whether or not incorporated) which, together with such Person, is
under common control as described in Section 414(c) of the Code, is a member of
a "controlled group", as defined in Section 414(b) of the Code, or is a member
of an "affiliated service group", as defined in Section 414(m) of the Code which
includes such Person. Unless otherwise qualified, all references to an "ERISA
Affiliate" in this Agreement shall refer to an ERISA Affiliate of Company or any
Subsidiary.

                  "Euro" means the lawful currency adopted by or which is
adopted by participating member states of the European Communities in accordance
with the legislation of the European Community relating to the Economic and
Monetary Union.

                  "Eurocurrency Loan" means any Loan bearing interest at a rate
determined by reference to the Eurocurrency Rate.

                  "Eurocurrency Rate" shall mean, (a) in the case of Dollar
denominated loans, (i) the rate per annum equal to the rate determined by the
Administrative Agent to be the offered rate that appears on the Telerate Screen
that displays an average British Bankers Association Interest Settlement Rate
for deposits in Dollars (for delivery on the first day of such interest period)
with a term equivalent to such interest period, determined as of approximately
11:00 a.m. (London time) on the applicable Interest Rate Determination Date and,
(ii) in the event such rate is not available, the arithmetic average (rounded up
to the nearest 1/100th of 1%) of the offered quotation in the London interbank
eurodollar market by the Reference Lenders to first-class banks for Dollar
deposits of amounts in immediately available funds with a term equivalent
comparable to the interest period for which a Eurocurrency Rate is determined,
as of 11:00 a.m. (London time) on the applicable Interest Rate Determination
Date, such average rate being grossed up for the then current maximum statutory
reserve percentage applicable to "Eurocurrency liabilities" under Regulation D
and (b) in the case of non-Dollar denominated loans, (i) the rate per annum
equal to the rate determined by the Administrative Agent to be the offered rate
that appears on the Telerate Screen that displays the relevant currency (i.e.
EURIBOR (as determined by the Banking Federation of the European Union) for
Euros and LIBOR for Sterling) (for delivery on the first day of such interest
period) with a term equivalent to such interest period, determined as of
approximately 11:00 a.m. (London time) on the applicable Interest Rate
Determination Date and, (ii) in the event such rate is not available, the



                                       20
<PAGE>

arithmetic average (rounded up to the nearest 1/100th of 1%) of the offered
quotation in the London interbank market by the Reference Lenders for non-Dollar
deposits in the currency in which such borrowing is denominated of amounts in
immediately available funds with a term equivalent comparable to the interest
period for which a Eurocurrency Rate is determined, as of 11:00 a.m. (London
time) on the applicable Interest Rate Determination Date prior to the
commencement of such interest period, such average rate being grossed up for the
then current applicable maximum statutory reserve, liquid asset or similar
percentage under regulations issued from time to time by (x) the Board, (y) any
Governmental Authority of the jurisdiction of the relevant currency or (z) any
Governmental Authority of any jurisdiction in which advances in such currency
are made to which banks in any jurisdiction are subject for any category of
deposits or liabilities customarily used to fund loans in such currency or by
reference to which interest rates applicable to loans in such currency are
determined. Included in the foregoing, in the case of loans in Euros and
Sterling, is the cost to the Lenders of complying with mandatory liquid asset
and special deposit requirements, if any, of the Bank of England and/or the
Financial Services Authority or the European Central Bank or any successor
solely exercising their function in this respect.

                  "Event of Default" has the meaning assigned to that term in
Section 10.1.

                  "Excess Cash Flow" means, for any period (a) the sum of (i)
Consolidated Net Income for such period, (ii) the amount of all non-cash charges
(including, without limitation or duplication, depreciation, amortization and
non-cash interest expense) included in determining Consolidated Net Income for
such period, (iii) the decrease, if any, in Adjusted Working Capital from the
first day to the last day of such period, and (iv) provisions for taxes
appearing on an income statement of Company and its Subsidiaries for such
period, minus (b) the sum (without duplication) of (i) any non-cash credits
(including from sales of assets) included in determining Consolidated Net Income
for such period, (ii) gains from sales of assets (other than sales of inventory
in the ordinary course of business) included in determining Consolidated Net
Income for such period, (iii) an amount equal to all Capital Expenditures during
such period (including all Cash Multi-Client Investments) to the extent not
financed by Indebtedness (including Capitalized Lease Obligations but excluding
Loans hereunder), (iv) the aggregate principal amount of permanent principal
payments of Indebtedness for borrowed money of Company and its Subsidiaries
(other than (x) repayment of Indebtedness with proceeds of issuance of other
Indebtedness or equity or equity contributions or with Net Sale Proceeds or
Recovery Events and (y) repayment of Loans, provided that, repayments of Loans
shall be deducted in determining Excess Cash Flow if such repayments were (A)
required as the result of any Scheduled Term Repayment under Section 4.4(b)(i)
or (ii) or (B) made as a voluntary prepayment with internally generated funds
(but in the case of a voluntary prepayment of Canadian Revolving Loans, UK
Revolving Loans, Domestic Revolving Loans or Swing Line Loans, only to the
extent accompanied by a voluntary reduction to the Total UK Revolving
Commitment, Total Domestic Revolving Commitment or Total Canadian Revolving
Commitment, as applicable) during such period, (v) non-cash charges added back
in a previous period pursuant to clause (a)(ii) above to the extent any such
charge has become a cash item in the current period (vi) the increase, if any,
in Adjusted Working Capital from the first day to the last day of such period,
(vii) taxes paid by Company and its Subsidiaries during such period, and (viii)
the principal portion of Capitalized Lease Obligations paid by Company and its
Subsidiaries during such period.



                                       21
<PAGE>

                  "Excess Cash Flow Period" means, with respect to the repayment
required on each Excess Cash Payment Date, the immediately preceding Fiscal Year
of Company; provided, however that, for Fiscal Year 2003, such period shall
commence on January 1, 2003 and end on July 31, 2003.

                  "Excess Cash Payment Date" means the date occurring 100 days
after the last day of a Fiscal Year of Company (beginning with its Fiscal Year
ending on July 31, 2003).

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended and as codified in 15 U.S.C. 78a et seq., and as hereafter amended.

                  "Exchange Rate" shall mean, on any day, (a) with respect to
conversions between any Alternative Currency (other than Canadian Dollars) and
Dollars, the Spot Rate and (b) with respect to conversions between Canadian
Dollars and Dollars, the spot rate set forth on the Reuters World Currency Page
for Canadian Dollars (or, if not so quoted, the spot rate of exchange quoted for
wholesale transactions made by the Canadian Administrative Agent in Toronto,
Ontario) at 12:00 noon, Toronto time, on such day, provided that, if at the time
of any such determination, for any reason, no such spot rate is being quoted,
the Administrative Agent or Canadian Administrative Agent, as applicable, may
use any reasonable method it deems applicable to determine such rate, and such
determination shall be conclusive absent manifest error. For purposes of
determining the Exchange Rate in connection with an Alternative Currency Loan
such Exchange Rate shall be determined as of the Exchange Rate Determination
Date for such Borrowing. Administrative Agent shall provide Borrowers with the
then current Exchange Rate from time to time upon Borrower's request therefor.

                  "Exchange Rate Determination Date" means for purposes of the
determination of the Exchange Rate of any stated amount on any Business Day in
relation to any Alternative Currency Loan or Borrowings of Canadian Revolving
Loans, the date which is three Business Days prior to the making of such Loan or
such Borrowing.

                  "Excluded Taxes" means, in the case of a Lender or Agent, the
taxes imposed or measured by reference to its overall net income, overall net
profits, overall capital or overall net worth and franchise taxes imposed on it,
in each case, by (a) the jurisdiction in which such Lender or Agent is resident
or incorporated or organized or is otherwise carrying on business through a
fixed base or permanent establishment or office, or (b) the jurisdiction in
which such Lender's or Agent's lending office or branch in respect of which
payments or extensions of credits under this Agreement are made or are
attributable is located or any Loan hereunder is arranged or booked.

                  "Existing Credit Agreement" means that certain Credit
Agreement dated July 17, 2001 among Borrowers, Wells Fargo Bank Texas, N.A.,
HSBC Bank Canada and the financial institutions party thereto, as amended to
date.

                  "Existing Obligations" means all obligations of Borrowers
under the Existing Credit Agreement.

                  "Facility" means any of the Credit Facilities established
under this Agreement.



                                       22
<PAGE>

                  "Facing Agent" means each of DB and any other Lender agreed to
by such Lender, Company and Administrative Agent.

                  "FASB 52" means Statement of Financial Accounting Standards
No. 52 promulgated by the Financial Accounting Standards Board.

                  "FASB 106" means Statement of Financial Accounting Standards
No. 106 promulgated by the Financial Accounting Standards Board.

                  "Federal Funds Rate" means on any one day, the rate per annum
equal to the weighted average (rounded upwards, if necessary, to the nearest
1/100th of 1%) of the rate on overnight federal funds transactions with members
of the Federal Reserve System only arranged by federal funds brokers, as
published as of such day by the Federal Reserve Bank of New York, or, if such
rate is not so published, the average of the quotations for such day on such
transactions received by DB from three federal funds brokers of recognized
standing selected by DB.

                  "First Priority Facilities" means the Term A Facility, Term B
Facility, and the Revolving Facilities.

                  "First Priority Debt" has the meaning assigned to that term in
Section 12.21(a)(i).

                  "First Priority Lenders" has the meaning assigned to that term
in Section 12.21(a)(i).

                  "Fiscal Quarter" has the meaning assigned to that term in
Section 7.13.

                  "Fiscal Year" has the meaning assigned to that term in Section
7.13.

                  "Foreign Cash Equivalents" means any investment rated P-1 or
A-1 or better by Moody's or S&P, respectively, (a) in direct obligations issued
by, or guaranteed by, the government of a country that is a member of the Office
for Economic Co-operation and Development or any agency or instrumentality
thereof ("OECD"), provided that, such obligations mature within 180 days of the
date of acquisition thereof, and (b) in time deposits or negotiable certificates
of deposit or money market securities, payable on demand or maturing within 180
days of the acquisition thereof and issued by any commercial banking institution
that is a member of an applicable central bank of country that is a member of
the OECD having surplus of at least the Dollar Equivalent of $500 million in the
aggregate at all times, provided that, with respect to such time deposits,
negotiable certificates of deposit and money market securities, the Required
Lenders shall have at any time the right, upon notice to Company, to reject any
such bank as a bank in which such Foreign Cash Equivalents may be made.

                  "Foreign Pension Plan" means any plan, fund (including,
without limitation, any super-annuation fund) or other similar program
established or maintained outside of the United States of America by Company or
one or more of its Subsidiaries or its Affiliates primarily for the benefit of
employees of Company or such Subsidiaries or its Affiliates residing outside the
United States of America, which plan, fund, or similar program provides or
results in, retirement


                                       23
<PAGE>

income, a deferral of income in contemplation of retirement or payments to be
made upon termination of employment, and which is not subject to ERISA or the
Code.

                  "Foreign Subsidiary" means any Subsidiary that is organized or
incorporated under the laws of a jurisdiction other than the United States of
America or any state thereof or the District of Columbia.

                  "Former Premises" means, at any time, all real property
formerly owned, leased or operated by Company or any of its Subsidiaries.

                  "GAAP" means, subject to Section 1.2(a), generally accepted
accounting principles in the U.S. as in effect from time to time.

                  "Government Acts" has the meaning assigned to that term in
Section 2.10(h).

                  "Governmental Authority" means any nation or government, any
intergovernmental or supranational body, any state or other political
subdivision thereof and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of government, any securities exchange
and any self-regulatory organization (including the National Association of
Insurance Commissioners).

                  "Guarantee Obligations" means, as to any Person, without
duplication, any direct or indirect obligation of such Person guaranteeing or
intended to guarantee any Indebtedness, Capitalized Lease or Operating Lease,
dividend or other obligation (each a "primary obligation") of any other Person
(the "primary obligor") in any manner, whether directly or indirectly,
including, without limitation, any obligation of such Person, whether or not
contingent: (a) to purchase any such primary obligation or any property
constituting direct or indirect security therefor; (b) to advance or supply
funds (i) for the purchase or payment of any such primary obligation, or (ii) to
maintain working capital or equity capital of the primary obligor or otherwise
to maintain the net worth or solvency of the primary obligor; (c) to purchase
property, securities or services primarily for the purpose of assuring the owner
of any such primary obligation of the ability of the primary obligor to make
payment of such primary obligation; or (d) otherwise to assure or hold harmless
the owner of such primary obligation against loss in respect thereof; provided,
however, that the term Guarantee Obligations shall not include any endorsements
of instruments for deposit or collection in the ordinary course of business. The
amount of any Guarantee Obligation at any time shall be deemed to be an amount
equal to the lesser at such time of (a) the stated or determinable amount of the
primary obligation in respect of which such Guarantee Obligation is made or (b)
the maximum amount for which such Person may be liable pursuant to the terms of
the instrument embodying such Guarantee Obligation; or, if not stated or
determinable, the maximum reasonably anticipated liability (assuming full
performance) in respect thereof.

                  "Guaranteed Creditors" means and includes Administrative
Agent, the Lenders and each Lender or an Affiliate of a Lender (even if such
Lender ceases to be a Lender under this Agreement for any reason) which becomes
a party to one or more Interest Rate Agreements or Other Hedging Agreements
entered into by a Borrower (other than Company) or its Subsidiaries.




                                       24
<PAGE>

                  "Guaranteed Obligations" means (a) the principal and interest
(whether such interest is allowed as a claim in a bankruptcy proceeding with
respect to any Borrower (other than Company) or otherwise) on each Note issued
by each Borrower (other than Company) to each Lender, and all Loans made under
this Agreement and all reimbursement obligations and Unpaid Drawings with
respect to Letters of Credit (other than with respect to Company obligations),
together with all other obligations (including obligations which, but for the
automatic stay under Section 362(a) of the Bankruptcy Code, would become due)
and liabilities (including, without limitation, indemnities, fees and interest
thereon) of any Borrower (other than Company) to such Lender now existing or
hereafter incurred under, arising out of or in connection with this Agreement or
any other Loan Document and the due performance and compliance with all terms,
conditions and agreements contained in the Loan Documents by Borrowers (other
than Company), and (b) all obligations (including obligations which, but for the
automatic stay under Section 362(a) of the Bankruptcy Code, would become due) of
any Borrower (other than Company) owing under any Interest Rate Agreement or
Other Hedging Agreement entered into by any Borrower (other than Company) or any
of their Subsidiaries with any Lender or any Affiliate thereof (even if such
Lender subsequently ceases to be a Lender under this Agreement for any reason)
so long as such Lender or Affiliate participates in such Interest Rate Agreement
or Other Hedging Agreement, and their subsequent assigns, if any, whether or not
existing or hereafter arising, and the due performance and compliance with all
terms, conditions and agreements contained therein.

                  "Guarantor" means Company and any Credit Party party to any
Guaranty.

                  "Guaranty" means any of the Domestic Subsidiary Guaranty, UK
Subsidiary Guaranty or Canadian Subsidiary Guaranty or any other guaranty
entered into by a Credit Party in favor of Administrative Agent for the benefit
of Secured Creditors pursuant to Section 7.12.

                  "Hazardous Materials" means (a) any petrochemical or petroleum
products, radioactive materials, asbestos in any form that is or could become
friable, urea formaldehyde foam insulation, transformers or other equipment that
contain dielectric fluid containing levels of polychlorinated biphenyls and
radon gas; (b) any chemicals, materials or substances defined as or included in
the definition of "hazardous substances," "hazardous wastes," "hazardous
materials," "restricted hazardous materials," "extremely hazardous wastes,"
"restrictive hazardous wastes," "toxic substances," "toxic pollutants,"
"contaminants" or "pollutants," or words of similar meaning and regulatory
effect in any relevant jurisdiction; or (c) any other chemical, material or
substance, exposure to which is prohibited, limited or regulated by any
Governmental Authority.

                  "Indebtedness" means, as applied to any Person (without
duplication):

                  (a) all indebtedness of such Person for borrowed money;

                  (b) the deferred and unpaid balance of the purchase price of
assets or services (other than trade payables and other accrued liabilities
incurred in the ordinary course of business that are not overdue by more than 90
days unless being contested in good faith and for which adequate reserves have
been established);



                                       25
<PAGE>

                  (c) all Capitalized Lease Obligations;

                  (d) all indebtedness secured by any Lien on any property owned
by such Person, whether or not such indebtedness has been assumed by such Person
or is nonrecourse to such Person;

                  (e) notes payable and drafts accepted representing extensions
of credit whether or not representing obligations for borrowed money;

                  (f) indebtedness or obligations of such Person, in each case,
evidenced by bonds, notes or similar written instruments;

                  (g) the face amount of all letters of credit and bankers'
acceptances issued for the account of such Person, and without duplication, all
drafts drawn thereunder other than, in each case, commercial or standby letters
of credit or the functional equivalent thereof issued in connection with
performance, bid or advance payment obligations incurred in the ordinary course
of business, including, without limitation, performance requirements under
workers compensation or similar laws;

                  (h) all obligations of such Person under Interest Rate
Agreements or Other Hedging Agreements;

                  (i) Guarantee Obligations of such Person;

                  (j) Attributable Debt of such Person;

                  (k) all liabilities incurred under Sections 4062, 4063 and
4064 of ERISA with respect to any Plan (other than a Multiemployer Plan) covered
by Title IV of ERISA and maintained for employees of such Person or any of its
ERISA Affiliates; and

                  (l) withdrawal liability incurred under ERISA Section 4201 by
such Person or any of its ERISA Affiliates with respect to any Multiemployer
Plan.

The Indebtedness of any Person shall include the Indebtedness (other than
non-recourse Indebtedness) of any partnership of or Joint Venture in which such
Person is a general partner or a joint venturer; provided; however, that this
sentence shall not apply to any Person whose sole asset consists of such general
partnership or joint venture interest (and any distributions therefrom which
shall be promptly distributed to the applicable Credit Party owning such
Person).

                  "Indebtedness to Remain Outstanding" has the meaning assigned
to that term in Section 6.5(d).

                  "Indemnified Person" has the meaning assigned to that term in
Section 12.4(b).

                  "Initial Borrowing" means the first Borrowing by any Borrower
under this Agreement.




                                       26
<PAGE>

                  "Initial Borrowing Date" means the date of the Initial
Borrowing.

                  "Initial Loan" means the first Loan made by the Lenders under
this Agreement.

                  "Intellectual Property" has the meaning assigned to that term
in Section 6.20.

                  "Intercompany Indebtedness" means Indebtedness of Company or
any of its Subsidiaries which is owing to any member of such group.

                  "Interest Coverage Ratio" means, for any period, the ratio of
(a) Consolidated EBITDA less Cash Multi-Client Investment to (b) Consolidated
Interest Expense for such period net of interest income accrued and received in
cash for such period.

                  "Interest Payment Date" means (a) as to any Base Rate Loan or
Canadian Prime Rate Loan, each Quarterly Payment Date to occur while such Loan
is outstanding, (b) as to any Eurocurrency Loan the last day of the Interest
Period applicable thereto and (c) as to any Eurocurrency Loan having an Interest
Period longer than three months, each three (3) month anniversary of the first
day of the Interest Period applicable thereto and the last day of the Interest
Period applicable thereto; provided, however, that, in addition to the
foregoing, each of (a) the date upon which both the UK Revolving Commitments
have been terminated and the UK Revolving Loans have been paid in full, (b) the
date upon which both the Domestic Revolving Commitments have been terminated and
the Domestic Revolving Loans have been paid in full, (c) the date upon which
both the Canadian Revolving Commitments have been terminated and the Canadian
Revolving Loans have been paid in full and (d) any Term Loan Maturity Date shall
be deemed to be an "Interest Payment Date" with respect to any interest which is
then accrued hereunder for such Loan.

                  "Interest Period" has the meaning assigned to that term in
Section 3.4.

                  "Interest Rate Agreement" means any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement, interest
rate futures contract, interest rate option contract or other similar agreement
or arrangement to which Company or any Subsidiary is a party.

                  "Interest Rate Determination Date" means the date for
calculating the Eurocurrency Rate for an Interest Period, which date shall be
(a) in the case of any Eurocurrency Loan in Dollars, the second Business Day
prior to first day of the related Interest Period for such Loan or (b) in the
case of any Eurocurrency Loan in an Alternative Currency, the date on which
quotations would ordinarily be given by prime banks in the London interbank
market for deposits in the Applicable Currency for value on the first day of the
related Interest Period for such Eurocurrency Loan; provided, however, that if
for any such Interest Period with respect to an Alternative Currency Loan,
quotations would ordinarily be given on more than one date, the Interest Rate
Determination Date shall be the last of those dates.

                  "Inventory" means, inclusively, all inventory as defined in
the UCC from time to time and all goods, merchandise and other personal property
wherever located, now owned or hereafter acquired by Company or any of its
Subsidiaries of every kind or description which are held for sale or lease or
are furnished or to be furnished under a contract of service or are raw



                                       27
<PAGE>

materials, work-in-process or materials used or consumed or to be used or
consumed in Company's or any of its Subsidiaries' business.

                  "Investment" means, as applied to any Person ("Investor"), (a)
any direct or indirect purchase or other acquisition by Investor of, or a
beneficial interest in, Securities of any other Person ("Investee"), or a
capital contribution by Investor to Investee, (b) any direct or indirect loan or
advance to any Investee (other than prepaid expenses or accounts receivable
created or acquired in the ordinary course of business), including all
Indebtedness to Investor arising from a sale of property by Investor other than
in the ordinary course of its business, (c) any purchase by Investor of all or a
significant part of the assets of a business conducted by Investee or (d) any
purchase by Investor of a futures contract or Investor otherwise becoming liable
for the purchase or sale of currency or other commodity at a future date in the
nature of a futures contract. The amount of any Investment by any Investor on
any date of determination shall be the sum of the value of the gross assets
transferred to or acquired by Investor (including the amount of any liability
assumed in connection with such transfer or acquisition by Investor to the
extent such liability would be reflected on a balance sheet prepared in
accordance with GAAP) plus the cost of all additions thereto, without any
adjustments for increases or decreases in value, or write-ups, write-downs or
write-offs with respect to such Investment, minus the amount of all cash returns
of principal or capital thereon, cash dividends thereon and other cash returns
on investment thereon or liabilities expressly assumed by another Person (other
than Company or another Subsidiary of Company) in connection with the sale of
such Investment. Whenever the term "outstanding" is used in this Agreement with
reference to an Investment, it shall take into account the matters referred to
in the preceding sentence.

                  "IRS" means the United States Internal Revenue Service or any
successor organization.

                  "ITA" means the Income Tax Act (Canada), as from time to time
amended, including the regulations promulgated thereunder, or any successor
statute and the regulations promulgated thereunder.

                  "Joint Venture" means a single-purpose corporation,
partnership, limited liability company, joint venture or other similar legal
arrangement (whether created by contract or conducted through a separate legal
entity) now or hereafter formed by the Company or any of its Subsidiaries with
another Person in order to conduct a common venture or enterprise with such
Person.

                  "LC Commission" has the meaning assigned to that term in
Section 2.10(g)(ii).

                  "LC Obligations" means, collectively, the Domestic LC
Obligations, the UK LC Obligations, and the Canadian LC Obligations.

                  "LC Participant" has the meaning assigned to that term in
Section 2.10(e).

                  "LC Sublimit" means, when used in reference to any Borrower,
the maximum aggregate Stated Amount of outstanding Letters of Credit permitted
to be issued to such Borrower, which amount, with respect to Company, is set
forth in Section 2.10(a)(i), with respect



                                       28
<PAGE>

to UK Borrower, is set forth in Section 2.10(a)(ii) and with respect to Canadian
Borrowers, is set forth in Section 2A.10.

                  "LC Supportable Indebtedness" means (a) obligations of Company
or its Subsidiaries incurred in the ordinary course of business with respect to
insurance obligations and workers' compensation, surety bonds, warranties,
indemnities, bid bonds, performance bonds, custom bonds, payment obligations for
goods and/or services and other similar obligations and (b) such other
obligations of Company or any of its Subsidiaries as are reasonably acceptable
to Administrative Agent and the respective Facing Agent and otherwise permitted
to exist pursuant to the terms of this Agreement.

                  "Lender" and "Lenders" have the respective meanings assigned
to those terms in the introduction to this Agreement and shall include any
Person that becomes a "Lender" as contemplated by Section 12.8.

                  "Lender Default" means (a) the refusal (which has not been
retracted) of a Lender to make available its portion of any Borrowing or to fund
its portion of any unreimbursed payment under Section 2.10(f) or (b) a Lender
having notified in writing Borrowers and/or Administrative Agent that it does
not intend to comply with its obligations under Section 2.10(e) or Section
2.10(f), as a result of any takeover of such Lender by any regulatory authority
or agency.

                  "Letter of Credit Payment" means as applicable (a) all
payments made by the Facing Agent pursuant to either a draft or demand for
payment under a Letter of Credit or (b) all payments by Lenders having UK
Revolving Commitments and/or Domestic Revolving Commitments, as applicable, to
Facing Agent in respect thereof (whether or not in accordance with their UK
Revolver Pro Rata Share or Domestic Revolver Pro Rata Share, as the case may
be).

                  "Letter of Credit Request" has the meaning assigned to such
term in Section 2.10(c).

                  "Letters of Credit" means the Domestic Letters of Credit, the
UK Letters of Credit and the Canadian Letters of Credit.

                  "Leverage Ratio" means, for any Test Period, the ratio of
Consolidated Debt as of the last day of such Test Period to Adjusted EBITDA for
such Test Period.

                  "Lien" means (a) any judgment lien or execution, attachment,
levy, distraint or similar legal process in any relevant jurisdiction and (b)
any mortgage, pledge, hypothecation, collateral assignment, security interest,
encumbrance, lien, charge or deposit arrangement (other than a deposit to a
Deposit Account in the ordinary course of business and not intended as security)
of any kind or other arrangement of similar effect in any relevant jurisdiction
(including, without limitation, any conditional sale or other title retention
agreement or lease in the nature thereof, any agreement to give any of the
foregoing, any filing or agreement to file a financing statement as debtor under
the UCC or any similar statute (other than filings for which an agreement to
release such statement has been obtained and delivered to Administrative Agent)
other than to reflect ownership by a third party of property leased or consigned
to Company or



                                       29
<PAGE>

any of its Subsidiaries under a lease or consignment agreement which is not in
the nature of a conditional sale or title retention agreement, any subordination
arrangement in favor of another Person or any sale of receivables with recourse
against the seller or any Affiliate of the seller).

                  "Loan" means any Term Loan, UK Revolving Loan, Domestic
Revolving Loan, Canadian Revolving Loan or Swing Line Loan and "Loans" means all
such Loans collectively.

                  "Loan Documents" means, collectively, this Agreement, the
Notes, each Letter of Credit, each Security Document, the Domestic Subsidiary
Guaranty, the UK Subsidiary Guaranty, the Canadian Subsidiary Guaranty, each
Interest Rate Agreement to which any Lender or any Affiliate of a Lender is a
party, and all other agreements, instruments and documents executed in
connection therewith, in each case as the same may at any time be amended,
supplemented, restated or otherwise modified and in effect in accordance with
the terms hereof or thereof.

                  "Majority Lenders" of any Facility means those Non-Defaulting
Lenders which would constitute the Required Lenders under, and as defined in,
this Agreement if all outstanding Obligations of other Facilities under this
Agreement were repaid in full and all Commitments with respect thereto were
terminated.

                  "Material Adverse Effect" means a material adverse effect on
(a) the business, financial condition, operations or prospects of Company
individually or Company and its Subsidiaries taken as a whole, (b) the ability
of Company or any Subsidiary to perform its respective obligations under any
Loan Document to which it is a party, or (c) the validity or enforceability of
this Agreement or any of the Security Documents or the rights or remedies of
Administrative Agent and the Lenders hereunder or thereunder.

                  "Material Subsidiary" means (a) any Domestic Subsidiary,
Canadian Subsidiary or UK Subsidiary of any Borrower whose (i) total assets have
a value (determined in accordance with GAAP) of at least $3,000,000 as of the
last day of any Fiscal Quarter for a period of two preceding consecutive Fiscal
Quarters or more, or (ii) annual revenues exceed $3,000,000 for the most
recently ended four Fiscal Quarters of such Borrower; and (b) any Foreign
Subsidiary (other than any Canadian Subsidiary or UK Subsidiary) of any Borrower
whose (i) total assets have a value (determined in accordance with GAAP) of at
least $ 10,000,000 as of the last day of any Fiscal Quarter for a period of two
consecutive preceding Fiscal Quarters or more, or (ii) annual revenues exceed
$10,000,000 for the most recently ended four Fiscal Quarters of such Borrower;
provided that, in the event the aggregate of the total assets or the total
annual revenues of all Domestic Subsidiaries, Canadian Subsidiaries or UK
Subsidiaries that do not constitute Material Subsidiaries exceeds $10,000,000 or
all Foreign Subsidiaries (other than any Canadian Subsidiary or UK Subsidiary)
that do not constitute Material Subsidiaries exceeds $25,000,000, in each case,
as of the last day of any Fiscal Quarter, Company (or Administrative Agent, in
the event Company has failed to do so within 10 days of request therefor by
Administrative Agent) shall, to the extent necessary, designate sufficient
Subsidiaries to be deemed to be "Material Subsidiaries" to eliminate such
excess, and such designated Subsidiaries shall thereafter constitute Material
Subsidiaries. Assets of Foreign Subsidiaries shall be converted into Dollars at
the rates used for purposes of preparing the consolidated balance sheet of
Company included in such audited financial statements.



                                       30
<PAGE>

                  "Maximum Commitment" means, when used with reference to any
Lender, the aggregate of such Lender's Term A Commitment, Term B Commitment,
Term C Commitment, UK Revolving Commitment, the Domestic Revolving Commitment
and Canadian Revolving Commitment in the amounts not to exceed those set forth
opposite the name of such Lender on Schedule 1.1(a) hereto, subject to reduction
from time to time in accordance with the terms of this Agreement.

                  "Maximum First Priority Debt" means, at any time, the sum of
(a) the Aggregate Revolving Commitments then in effect and Letters of Credit
made or issued pursuant to this Agreement, plus (b) other obligations incurred
pursuant to Interest Rate Agreements which are required to be entered into
pursuant to Section 7.10 to the extent secured pursuant to the Domestic Security
Agreement up to a maximum amount not in excess of $3,000,000, plus (c) the
aggregate outstanding principal amount of the Term A Loans and Term B Loans then
outstanding, plus (d) $20,000,000.

                  "Minimum Borrowing Amount" means (a) with respect to Base Rate
Loans, $500,000, (b) with respect to Eurocurrency Loans, $500,000 in the case of
a Borrowing in Dollars, Pound Sterling 250,000 in the case of a Borrowing in
Sterling and 500,000 in the case of a Borrowing in Euros, (c) with respect to
Swing Line Loans, $500,000, (d) with respect to Canadian Prime Rate Loans,
Cdn.$500,000, and (e) with respect to B/A Loans Cdn.$500,000.

                  "Minimum Borrowing Multiple" means, (a) in the case of a
Borrowing in Dollars, $100,000, (b) in the case of a Borrowing in Euros,
E.100,000, (c) in the case of a Borrowing in Sterling L.50,000
and (d) in the case of a Borrowing in Canadian Dollars, Cdn.$100,000.

                  "Moody's" means Moody's Investors Service, Inc. or any
successor to the rating agency business thereof.

                  "Mortgage" means any mortgages or similar documents executed
pursuant to Section 7.12.

                  "Mortgage Policies" means any mortgage policies or similar
documents executed pursuant to Section 7.12.

                  "Mortgaged Property" means any real property subject to a
mortgage pursuant to Section 7.12.

                  "Most Recent Leverage Ratio" means, at any date, the Leverage
Ratio for the Test Period ending as of the most recently ended Fiscal Quarter
for which financial statements have been delivered to the Lenders pursuant to
Section 7.1; provided, however, that if Company fails to deliver such financial
statements as required by Section 7.1 and further fails to remedy such default
within five days of notice thereof from Administrative Agent, then, without
prejudice to any other rights of any Lender hereunder, the Most Recent Leverage
Ratio shall be deemed to be greater than 2.5 to 1 as of the date such financial
statements were required to be delivered under Section 7.1.

                  "Multi-Client Amortization" means, for any period,
amortization expense and write-offs, impairments or other charges (other than
the 2002 Survey Impairment Charge) related



                                       31
<PAGE>


to the Data Library during such period in a manner consistent with Company's
past practice and in accordance with GAAP; provided that, any deductions in the
book value of the Data Library shall be included in this definition regardless
of their treatment under GAAP.

                  "Multiemployer Plan" shall mean a "multiemployer plan" as
defined in Sections 3(37) or 4001(a)(3) of ERISA and (a) which is, or within the
immediately preceeding six (6) years was, contributed to by any Borrower, and
Subsidiary or any Borrower or any ERISA Affiliate or (b) with respect to which
any Borrower or any Subsidiary of any Borrower may incur any liability.

                  "Multiple Employer Plan" means a Plan with respect to which
Company or any Subsidiary of Company or any ERISA Affiliate and at least one
employer other than the Company or any Subsidiary of Company or any ERISA
Affiliate are contributing employers.

                  "Net Cash Multi-Client Revenue" means, for any period, all net
revenue (which shall be computed as gross revenue less cash costs relating to
the sale of the Data Library including sales commissions, payments due to third
parties with respect to such sales and direct selling, general and
administrative costs) realized during such period from all sales of licenses of
surveys which are part of, or shall be made part of, the Data Library, other
than revenue realized from projects for the acquisition of seismic data
specifically contracted for and to be owned by clients of Company.

                  "Net Offering Proceeds" means the cash proceeds received from
(a) the issuance of any Capital Stock (or capital contribution with respect to
Capital Stock) or (b) the incurrence of any Indebtedness, in each case net of
the actual liabilities for reasonably anticipated cash taxes in connection with
such issuance or incurrence, if any, any underwriting, brokerage and other
customary selling commissions incurred in connection with such issuance or
incurrence, and reasonable legal, advisory and other fees and expenses,
including title and recording tax expenses, if any, incurred in connection with
such issuance or incurrence.

                  "Net Sale Proceeds" means, with respect to any Asset
Disposition the aggregate cash payments received by Company or any Subsidiary
from such Asset Disposition (including, without limitation, cash received by way
of deferred payment pursuant to a note receivable, conversion of non-cash
consideration, cash payments in respect of purchase price adjustments or
otherwise, but only as and when such cash is received) minus the direct costs
and reasonable expenses incurred in connection therewith (including in the case
of any Asset Disposition, the payment of the outstanding principal amount of,
premium, if any, and interest on any Indebtedness (other than hereunder)
required to be repaid as a result of such Asset Disposition); and any provision
for taxes in respect thereof made in accordance with GAAP, provided that, such
expenses shall only include taxes to the extent that taxes are payable in cash
in the current year or the following year as a result of such Asset Disposition.
Any proceeds received in a currency other than Dollars shall, for purposes of
the calculation of the amount of Net Sale Proceeds, be in an amount equal to the
Dollar Equivalent thereof as of the date of receipt thereof by Company or any
Subsidiary of Company.

                  "Non-Defaulting Lender" means each Lender which is not a
Defaulting Lender.



                                       32
<PAGE>


                  "Non-U.S. Participant" has the meaning assigned to that term
in Section 4.7(a).

                  "North American Multi-Client Library" means the Data Libraries
of Company and its Domestic Subsidiaries and Canadian Subsidiaries constituting
Collateral which are comprised of seismic data with respect to the United States
and Canada and which are located in the United States and Canada.

                  "Note" means any of the Canadian Revolving Notes, the UK
Revolving Notes, the Domestic Revolving Notes, the Swing Line Note or the Term
Notes and "Notes" means all of such Notes collectively.

                  "Notice Address" has the meaning assigned to that term in
Section 2.5.

                  "Notice of Borrowing" has the meaning assigned to that term in
Section 2.5.

                  "Notice of Canadian Borrowing" has the meaning assigned to
                  that term in Section 2A.5. "Notice of Canadian Conversion or
                  Continuation" has the meaning assigned to that term in
Section 2A.6.

                  "Notice of Conversion or Continuation" has the meaning
assigned to that term in Section 2.6.

                  "Notice Office" means the office of Administrative Agent
located at 90 Hudson Street, 5th Floor, Jersey City, New Jersey 07302, Attn:
Commercial Loan Division, or such other office as Administrative Agent may
designate to Borrowers and the Lenders from time to time and with respect to
Canadian Administrative Agent, 222 Bay Street, Suite 1100, P.O. Box 64, Toronto,
Canada M5K1H6, or such other office as Canadian Administrative Agent may
designate to Borrowers and the Lenders from time to time.

                  "Obligations" means all liabilities and obligations of Company
and its Subsidiaries now or hereafter arising under this Agreement and all of
the other Loan Documents, whether for principal, interest, fees, expenses,
indemnities or otherwise, and whether primary, secondary, direct, indirect,
contingent, fixed or otherwise (including obligations of performance).

                  "Operating Lease" of any Person, means any lease (including,
without limitation, leases which may be terminated by the lessee at any time) of
any property (whether real, personal or mixed) by such Person, as lessee, which
is not a Capitalized Lease.

                  "Ordinary Course Agreements" has the meaning assigned to that
term in Section 6.14(c).

                  "Organizational Documents" means, with respect to any Person,
such Person's articles or certificate of incorporation, memorandum and articles
of association, bylaws, partnership agreement, joint venture agreement or other
similar governing documents and any document setting forth the designation,
amount and/or relative rights, limitations and preferences of any class or
series of such Person's Capital Stock.


                                       33
<PAGE>


                  "Other Hedging Agreement" means any foreign exchange contract,
currency swap agreement, futures contract, commodity agreements, option
contract, synthetic cap or other similar agreement.

                  "Outstanding Letters of Credit" has the meaning assigned to
that term in Section 2.10(j).

                  "Participants" has the meaning assigned to that term in
Section 12.8(b).

                  "Payment Office" means (a) with respect to Administrative
Agent or Swing Line Lender, for payments with respect to Dollar-denominated
Loans, 90 Hudson Street, 5th Floor, Jersey City, New Jersey 07302, Attn:
Commercial Loan Division, or such other address as Administrative Agent or Swing
Line Lender, as the case may be, may from time to time specify in accordance
with Section 12.3, (b) with respect to Administrative Agent or Swing Line
Lender, for payments in any Alternative Currency, such account at such bank or
office in London or such other place as Administrative Agent shall designate by
notice to the Person required to make the relevant payment or (c) with respect
to Canadian Administrative Agent, 222 Bay Street, Suite 1100, P.O. Box 64,
Toronto, Canada M5K 1H6, or such other address as Canadian Administrative Agent
shall designate by notice to the Person required to make the relevant payment.

                  "PBGC" means the Pension Benefit Guaranty Corporation created
by Section 4002(a) of ERISA.

                  "Permitted Acquisition" means any Acquisition by Company or a
Subsidiary of Company if all of the following conditions are met:

                  (a) no Event of Default or Unmatured Event of Default has
         occurred and is continuing or would result therefrom;

                  (b) such Acquisition has not been preceded by an unsolicited
         tender offer for such Person by Company or any of its Affiliates;

                  (c) all transactions related thereto are consummated in
         compliance, in all material respects, with applicable Requirements of
         Law;

                  (d) in the case of any Acquisition of any equity interest in
         any Person, after giving effect to such Acquisition such Person becomes
         a Wholly-Owned Subsidiary of the Company (or with respect to any such
         Person that does not become a Wholly-Owned Subsidiary, such Person
         becomes a Subsidiary of Company, and, to the extent required by Section
         7.12, guarantees the Obligations hereunder and grants the security
         interest contemplated by such Section 7.12);

                  (e) all actions, if any, required to be taken under Section
         7.12 with respect to any acquired or newly formed Subsidiary and its
         property are taken as and when required under Section 7.12;



                                       34
<PAGE>

                  (f) such assets are used for, or such Person is primarily
         engaged in, a line of business permitted under Section 8.9;

                  (g) if the aggregate Investment for such Acquisition is the
         Dollar Equivalent amount of $3,000,000 or greater (including the
         maximum value of any earn-out obligations if necessary): (i) after
         giving effect thereto on a Pro Forma Basis for the period of four
         Fiscal Quarters ending with the Fiscal Quarter for which financial
         statements have most recently been delivered (or were required to be
         delivered) under Section 7.1, no Event of Default or Unmatured Event of
         Default would exist hereunder, (ii) after giving effect to such
         Acquisition there is at least $35,000,000 of Available Liquidity and
         the pro forma Leverage Ratio will not be greater than the Leverage
         Ratio required pursuant to Section 9.2 for the most recently ended Test
         Period less .50:1.00, and (iii) the aggregate consideration to be paid
         or Indebtedness incurred (or assumed) by Company and its Subsidiaries
         in connection with any such purchase or acquisition is not greater than
         20% of Consolidated Tangible Net Worth;

                  (h) on or before the date of such Acquisition and before
         Company or any Subsidiary enters into such Acquisition or any agreement
         therefor (that is not contingent upon such Acquisition being permitted
         under this Agreement), Company delivers to the Administrative Agent and
         Lenders a certificate signed on behalf of Company by a financial
         officer of Company attaching financial statements of the business or
         Person to be acquired, including income statements or statements of
         operations and, if available, balance sheet statements for at least the
         fiscal year or the four fiscal quarters then most recently ended,
         together with pro forma financial statements supporting the
         calculations required by clause (g) hereof, if applicable, certified on
         behalf of Company by a financial officer of Company to the best of his
         or her knowledge;

                  (i) if the aggregate Investment for such Acquisition is the
         Dollar Equivalent Amount of $25,000,000 or greater, Company shall have
         provided Administrative Agent with a written opinion from an
         independent accounting, appraisal, investment banking or consulting
         firm to the effect that such Acquisition is on terms that are fair and
         reasonable to Company or to such Subsidiary; and

                  (j) Company shall have given Administrative Agent thirty (30)
         days' prior written notice of such Acquisition and shall have provided
         Administrative Agent with such documents relating to such Acquisition
         as Administrative Agent shall have reasonably requested (including,
         without limitation, letters of intent and acquisition agreements
         relating thereto).

                  "Permitted Data Library Exchanges" means the exchange or swap
by Company or any Subsidiary with any third party of any portion of the Data
Library (each, the "Exchanged Data Library") for a multi-client data library of
proprietary seismic reports and other data of such third party (each, the
"Acquired Data Library"), provided that (i) (x) such exchange is for an Acquired
Data Library of reasonably equivalent or greater value and (y) has been approved
by the Board of Directors of Company or such Subsidiary, as applicable, in the
case of any single exchange or series of related exchanges of any Exchanged Data
Libraries having a net book value in excess of $10,000,000 or any exchange of
any Exchanged Data Library having a net book value which,




                                       35
<PAGE>

when aggregated with the net book value of all other Exchanged Data Libraries
exchanged pursuant hereto prior to the date of such exchange, exceeds
$15,000,000, (ii) (x) the net book value of such Exchanged Data Library,
together with the aggregate net book value of all other Exchanged Data Libraries
exchanged pursuant hereto prior to the date of such exchange, shall not exceed
10% of the total aggregate net book value of the North American Multi-Client
Library as of the most recently ended Fiscal Quarter and (y) the Net Cash
Multi-Client Revenue of such Exchanged Data Library measured as of the most
recently ended Fiscal Quarter for the period of thirty six months ended as of
such Fiscal Quarter, together with the aggregate Net Cash Multi-Client Revenue
of all other Exchanged Data Libraries exchanged pursuant hereto prior to the
date of such exchange, shall not exceed 10% of the total Net Cash Multi-Client
Revenue of Company and its Subsidiaries for the North American Multi-Client
Library measured as of the most recently ended Fiscal Quarter for the period of
thirty six months ended as of such Fiscal Quarter, (iii) if the rights of
Company and/or its Subsidiaries in the Exchanged Data Library constitute
Collateral for all or any portion of the Obligations, the Acquired Data Library
must similarly constitute Collateral for such Obligations and, concurrently with
the exchange for the Acquired Data Library, Company shall have complied with
Section 7.12 with respect to granting to Administrative Agent for benefit of
Secured Creditors a first priority perfected security interest in the Acquired
Data Library for all or such portion of the Obligations, (iv) not later than ten
(10) Business Days prior to such exchange, Company or such Subsidiary shall have
provided Administrative Agent with a schedule, in form and substance reasonably
satisfactory to Administrative Agent, which sets forth, with respect to the
Exchanged Data Library and Acquired Data Library, the aggregate net book value
of such libraries for the Fiscal Quarter most recently ended, Net Cash
Multi-Client Revenue of such libraries for the period of thirty six months ended
as of such Fiscal Quarter, and total historical Net Cash Multi-Client Revenue
and total historical cost for such libraries, and (v) a Responsible Officer of
Company shall have delivered a certificate to Administrative Agent on or prior
to the effective date of the exchange certifying to the matters set forth
herein, in form and substance reasonably satisfactory to Administrative Agent.

                  "Permitted Guarantee Obligations" means (a) recourse
obligations resulting from endorsement of negotiable instruments for collection
in the ordinary course of business and consistent with past practice, (b)
Guarantee Obligations outstanding on the date hereof and listed on Schedule
6.5(d), (c) Guarantee Obligations of Company or any of its Subsidiaries of
Obligations of any Person under leases and other contracts or warranties and
indemnities, in each case, not constituting Indebtedness of such Person, which
have been or are undertaken or made in the ordinary course of business by
Company or any of its Subsidiaries, (d) Guarantee Obligations of Operating
Leases and other obligations of Subsidiaries which do not constitute
Indebtedness, (e) unsecured Guarantee Obligations with respect to Indebtedness
permitted under Section 8.2, provided that, to the extent that such Indebtedness
is subordinated to the Obligations, such Guarantee Obligations shall be
subordinated to the Obligations on terms reasonably acceptable to the
Administrative Agent, (f) the undertaking in the ordinary course of business of
Company or any Subsidiary to maintain working capital or equity capital of a
Subsidiary or otherwise maintain the net worth or solvency of a Subsidiary to
the extent required to maintain qualification and good standing, and (g)
additional Guarantee Obligations which do not exceed the Dollar Equivalent of
$1,000,000 in the aggregate at any time.

                  "Permitted Liens" has the meaning assigned to that term in
Section 8.1.



                                       36
<PAGE>


                  "Permitted Non-Recurring Charges" means for the Test Periods
ended January 31, 2003, April 30, 2003, July 31, 2003 and October 31, 2003, (a)
the following non-recurring charges incurred in connection with the abandoned
merger between Company and Petroleum Geo-Services ASA: (i) for the Fiscal
Quarter ended January 31, 2002, $2,758,000, (ii) for the Fiscal Quarter ended
April 30, 2002, $1,658,000, (iii) for the Fiscal Quarter ended July 31, 2002,
$10,919,000, and (iv) for the Fiscal Quarter ended October 31, 2002, $754,000,
and (b) the 2002 Survey Impairment Charge.

                  "Permitted Real Property Encumbrances" means as to any
particular real property at any time, (a) such easements, encroachments,
covenants, rights of way, minor defects, irregularities or encumbrances on title
which do not, in the reasonable opinion of Administrative Agent, materially
impair such real property for the purpose for which it is held by the owner
thereof, or the Lien held by Administrative Agent, (b) municipal and zoning
ordinances, which are not violated in any material respect by the existing
improvements and the present use made by the owner thereof of the premises, and
(c) general real estate taxes and assessments not yet delinquent.

                  "Permitted Refinancing Indebtedness" means a replacement,
renewal, refinancing or extension of any Indebtedness, provided that

                  (a) the principal amount of such Indebtedness (as determined
         as of the date of the incurrence of the Indebtedness in accordance with
         GAAP) does not exceed the principal amount of the Indebtedness
         refinanced thereby on such date;

                  (b) neither the final maturity nor the Weighted Average Life
         to Maturity is decreased;

                  (c) such Indebtedness is not secured by any assets other than
         those securing such Indebtedness on the Effective Date and is not
         guaranteed by any Credit Party or any Subsidiary of any Credit Party
         except to the extent such guaranty constitutes a Permitted Guarantee
         Obligation; and

                  (d) (i) the covenants, defaults and similar provisions
         applicable to such Indebtedness are no more restrictive in any material
         respect than the provisions applicable to the Indebtedness being so
         replaced, renewed, refinanced or extended or the provisions contained
         in this Agreement and such provisions do not conflict in any material
         respect with the provisions of this Agreement and (ii) such
         Indebtedness is upon terms and subject to definitive documentation
         which is in form and substance reasonably satisfactory to
         Administrative Agent.

                  "Person" means an individual or a corporation, partnership,
limited liability company, trust, incorporated or unincorporated association,
joint venture, joint stock company, government (or an agency or political
subdivision thereof) or other entity of any kind.

                  "Plan" means any plan described in Section 4021(a) of ERISA
and not excluded pursuant to Section 4021(b) thereof, which is or has, within
the preceding six years,



                                       37
<PAGE>


been established or maintained, or to which contributions are or have, within
the preceding six years, been made, by Company or any of its ERISA Affiliates or
any Subsidiary of Company or any ERISA Affiliates of such Subsidiary, but not
including any Multiple Employer Plan.

                  "Plan Administrator" has the meaning assigned to the term
"administrator" in Section 3(16)(A) of ERISA.

                  "Plan Sponsor" has the meaning assigned to the term "plan
sponsor" in Section 3(16)(B) of ERISA.

                  "Pledged Securities" means all of the Pledged Securities as
defined in the Canadian Pledge Agreements, the UK Security Agreement and the
Domestic Security Agreement, as applicable.

                  "Premises" means, at any time any real estate then owned,
leased or operated by the Company or any of its Subsidiaries.

                  "Pro Forma Balance Sheet" has the meaning assigned to that
term in Section 6.5(a)(ii).

                  "Pro Forma Basis" means, (a) with respect to the preparation
of pro forma financial statements for purposes of the tests set forth in the
definition of Permitted Acquisitions and for any other purpose relating to a
Permitted Acquisition, a pro forma (provided that, prior to the consummation of
any Permitted Acquisition, Company's certified public accountants shall certify
to Administrative Agent that such pro forma financial statements comply as to
form in all material respects with the applicable accounting requirements of
Article 11 of Regulation S-X of the SEC) on the basis that (i) any Indebtedness
incurred or assumed in connection with such Acquisition was incurred or assumed
on the first day of the applicable period, (ii) if such Indebtedness bears a
floating interest rate, such interest shall be paid over the pro forma period at
the rate in effect on the date of such Acquisition, and (iii) all income and
expense associated with the assets or entity acquired in connection with such
Acquisition for the most recently ended four fiscal quarter period for which
such income and expense amounts are available shall be treated as being earned
or incurred by Company over the applicable period on a pro forma basis without
giving effect to any cost savings other than Pro Forma Cost Savings, and (b)
with respect to the preparation of a pro forma financial statement for any
purpose relating to an Asset Disposition, a pro forma on the basis that (i) any
Indebtedness prepaid out of the proceeds of such Asset Disposition shall be
deemed to have been prepaid as of the first day of the applicable Test Period,
and (ii) all income and expense (other than such expenses as Company, in good
faith, estimates will not be reduced or eliminated as a consequence of such
Asset Disposition) associated with the assets or entity disposed of in
connection with such Asset Disposition shall be deemed to have been eliminated
as of the first day of the applicable Test Period.

                  "Pro Forma Cost Savings" means, with respect to the
determination of Net Income on a Pro Forma Basis, such cost savings as would be
permitted pursuant to Rule 11.02 of Regulation S-X of the SEC, provided that,
prior to the consummation of any Permitted Acquisition, Company's certified
public accountants shall certify to Administrative Agent (in a manner consistent
with example d of SAS 72) that such pro forma financial information



                                       38
<PAGE>

complies as to form in all material respects with the applicable accounting
requirements of Rule 11.02 of Regulation S-X of the SEC.

                  "Pro Rata Share" means, when used with reference to any Lender
and any described aggregate or total amount of any Facility or Facilities, an
amount equal to the result obtained by multiplying such described aggregate or
total amount by a fraction the numerator of which shall be such Lender's Maximum
Commitment with respect to such Facility or Facilities and the denominator of
which shall be the Total Commitment with respect to such Facility or Facilities
or, if no Commitments are then outstanding, such Lender's aggregate Loans to the
total Loans and Obligations hereunder with respect to such Facility.

                  "Projections" has the meaning assigned to that term in Section
6.5(e).

                  "Purchase Notice" has the meaning assigned to that term in
Section 12.21(a)(i).

                  "Qualifying Lender" means a Lender which is (a) a UK Lender or
(b) a Treaty Lender; but excluding any Lender who is not a Qualifying Lender
solely in consequence of a direction (which has not been revoked) given by the
Board of Inland Revenue under Section 349C of the Income and Corporation Taxes
Act 1988 (as that provision has effect on the date on which such Lender became a
party to this Agreement) and to whom the precise terms of such direction have
been notified.

                  "Quarterly Payment Date" means the last Business Day of each
April, July, October and January, commencing with April 2003.

                  "Recovery Event" means the receipt by Company (or any of its
Subsidiaries) of any insurance or condemnation proceeds payable (a) by reason of
any theft, physical destruction or damage or any other similar event with
respect to any properties or assets of Company or any of its Subsidiaries, (b)
by reason of any condemnation, taking, seizing or similar event with respect to
any properties or assets of Company or any of its Subsidiaries and (c) under any
policy of insurance required to be maintained under Section 7.8; provided,
however, that in no event shall payments made under business interruption
insurance constitute a Recovery Event to the extent such payments are included
in the computation of Consolidated Net Income for any period.

                  "Recovery Event Escrow Account" has the meaning provided in
Section 4.4(e).

                  "Reference Lenders" mean DB and Wells Fargo Bank Texas, N.A.

                  "Refunded Swing Line Loans" has the meaning assigned to that
term in Section 2.1(c)(ii).

                  "Register" has the meaning assigned to that term in Section
12.14.

                  "Regulation D" means Regulation D of the Board as from time to
time in effect and any successor provision to all or a portion thereof
establishing reserve requirements.



                                       39
<PAGE>


                  "Related Fund" means, with respect to any Lender which is a
fund or an account, any Affiliate of such Lender or any other fund or account
that extends credit or invests in loans and is administered or managed by such
Lender or by an Affiliate of such Lender.

                  "Release" means any release, spill, emission, leaking,
pumping, pouring, emptying, dumping, injection, deposit, disposal, discharge,
dispersal, escape, leaching or migration into the indoor or outdoor environment
or into or out of any property of Company or its Subsidiaries, or at any other
location, including any location to which Company or any Subsidiary has
transported or arranged for the transportation of any Contaminant, including the
movement of Contaminants through or in the air, soil, surface water, groundwater
or property of Company or its Subsidiaries or at any other location, including
any location to which Company or any Subsidiary has transported or arranged for
the transportation of any Contaminant.

                  "Remedial Action" means actions required to (a) clean up,
remove, treat or in any other way address Contaminants in the indoor or outdoor
environment, (b) prevent or minimize or otherwise address the Release or
substantial threat of a material Release of Contaminants so they do not migrate
or endanger or threaten to endanger public health or welfare or the indoor or
outdoor environment; or (c) perform pre-response or post-response studies and
investigations and post-response monitoring and care or any other studies,
reports or investigations relating to Contaminants.

                  "Replaced Lender" has the meaning assigned to that term in
Section 3.7.

                  "Replacement Lender" has the meaning assigned to that term in
Section 3.7.

                  "Reportable Event" means a "reportable event" described in
Section 4043(c) of ERISA or in the regulations thereunder with respect to a Plan
for which notice has not been waived by the PBGC of any event requiring
disclosure under Section 4063(a) or 4062(e) of ERISA, receipt of a notice of
withdrawal liability with respect to a Multiple Employer Plan pursuant to
Section 4202 of ERISA or receipt of a notice of reorganization or insolvency
with respect to a Multiple Employer Plan pursuant to Section 4242 or 4245 of
ERISA.

                  "Required Lenders" means Non-Defaulting Lenders the sum of
whose Effective Amount of outstanding Term Loans, UK Revolving Commitments,
Domestic Revolving Commitments and Canadian Revolving Commitments (or, if after
the Total UK Revolving Commitment, the Total Domestic Revolving Commitment or
Total Canadian Revolving Commitment, as applicable, has been terminated,
outstanding UK Revolving Loans and UK LC Obligations or outstanding Domestic
Revolving Loans and Domestic Revolver Pro Rata Share of outstanding Swing Line
Loans and Domestic LC Obligations or outstanding Canadian Revolving Loans and
Canadian LC Obligations, as applicable) constitute greater than 50% of the sum
of (a) the total Effective Amount of outstanding Term Loans of Non-Defaulting
Lenders, (b) the Total UK Revolving Commitment less the aggregate UK Revolving
Commitments of Defaulting Lenders (or, if after the Total UK Revolving
Commitment has been terminated, the total Effective Amount of outstanding UK
Revolving Loans of Non-Defaulting Lenders and the aggregate UK Revolver Pro Rata
Share of all Non-Defaulting Lenders of the total outstanding UK LC Obligations
at such time), (c) the Total Domestic Revolving Commitment less the aggregate
Domestic Revolving Commitments of Defaulting Lenders (or, if after the Total



                                       40
<PAGE>

Domestic Revolving Commitment has been terminated, the total Effective Amount of
outstanding Domestic Revolving Loans of Non-Defaulting Lenders and the aggregate
Domestic Revolver Pro Rata Share of all Non-Defaulting Lenders of the total
outstanding Swing Line Loans and Domestic LC Obligations at such time), and (d)
the Total Canadian Revolving Commitment less the aggregate Canadian Revolving
Commitments of the Defaulting Lenders (or, if after the Total Canadian Revolving
Commitment has been terminated, the total Effective Amount of outstanding
Canadian Revolving Loans of all Non-Defaulting Lenders and the aggregate
Canadian Revolver Pro Rata Share of all Non-Defaulting Lenders of the total
outstanding Canadian LC Obligations at such time).

                  "Requirement of Law" means, as to any Person, any law
(including common law), treaty, rule or regulation or judgment, decree,
determination or award of an arbitrator or a court or other Governmental
Authority, including without limitation, any Environmental Law, in each case
applicable to or binding upon such Person or any of its property or to which
such Person or any of its property is subject.

                  "Reset Date" has the meaning assigned to that term in Section
1.3.

                  "Responsible Officer" means any of the Chairman or Vice
Chairman of the Board of Directors, the President, any Executive Vice President,
the Vice President-Controller, any Vice President or the Treasurer of any
Borrower.

                  "Restricted Payment" has the meaning assigned to that term in
Section 8.5(c).

                  "Returns" has the meaning assigned to that term in Section
6.9(a).

                  "Revolver Termination Date" means the earlier to occur of (a)
February 14, 2006; provided, that, with the prior written consent of
Administrative Agent and all Lenders having UK Revolving Loans and Domestic
Revolving Loans, such termination date may be extended for one one-year period
or (b) such earlier date as the Domestic Revolving Commitments and the UK
Revolving Commitments shall have been terminated or otherwise reduced to $0
pursuant to this Agreement.

                  "Revolving Facilities" means, collectively, the UK Revolving
Facility, the Domestic Revolving Facility and the Canadian Revolving Facility.

                  "Revolving Lender" means any Domestic Revolving Lender UK
Revolving Lender, or Canadian Revolving Lender, as the context may require.

                  "Revolving Loan" means any Domestic Revolving Loan, UK
Revolving Loan or Canadian Revolving Loan, as the context may require.

                  "Revolving Note" has the meaning assigned to that term in
Section 2.2(a).

                  "Sale and Leaseback Transaction" means any arrangement
occurring on or after August 1, 2002 whereby, directly or indirectly, a seller
or transferor shall sell or otherwise transfer any real or personal property and
then or thereafter lease, or repurchase under an



                                       41
<PAGE>

extended purchase contract, conditional sales or other title retention
agreement, the same or similar property.

                  "Schedule I Bank" means a bank that is a Canadian chartered
bank listed on Schedule I under the Bank Act (Canada).

                  "Schedule II Bank" means a bank that is a Canadian chartered
bank listed on Schedule II under the Bank Act (Canada).

                  "Schedule III Bank" means an authorized foreign bank that is
listed on Schedule III under the Bank Act (Canada).

                  "Scheduled Term Repayments" means a Scheduled Term A Repayment
or Scheduled Term B Repayment.

                  "Scheduled Term A Repayments" means, with respect to the
principal payments on the Term A Loans for each date set forth below, the
amounts set forth opposite thereto, as reduced from time to time pursuant to
Sections 4.3 and 4.4:

<Table>
<Caption>
                                                                           Scheduled Term A
                         Date                                                  Repayment
                         ----                                                  ---------

<S>                                                                           <C>
                    March 31, 2003                                              $75,000

                     June 30, 2003                                              $75,000

                  September 30, 2003                                            $75,000

                   December 31, 2003                                            $75,000

                    March 31, 2004                                              $75,000

                     June 30, 2004                                              $75,000

                  September 30, 2004                                            $75,000

                   December 31, 2004                                            $75,000

                    March 31, 2005                                              $75,000

                     June 30, 2005                                              $75,000

                  September 30, 2005                                            $75,000

                   December 31, 2005                                            $75,000

               Term A Loan Maturity Date                                      $29,100,000
</Table>



                                       42
<PAGE>

                  "Scheduled Term B Repayments" means, with respect to the
principal payments on the Term B Loans for each date set forth below, the
amounts set forth opposite thereto, as reduced from time to time pursuant to
Sections 4.3 and 4.4:

<Table>
<Caption>
                                                                           Scheduled Term B
                         Date                                                  Repayment
                         ----                                                  ---------

<S>                                                                           <C>
                    March 31, 2003                                             $312,500

                     June 30, 2003                                             $312,500

                  September 30, 2003                                           $312,500

                   December 31, 2003                                           $312,500

                    March 31, 2004                                             $312,500

                     June 30, 2004                                             $312,500

                  September 30, 2004                                           $312,500

                   December 31, 2004                                           $312,500

                    March 31, 2005                                             $312,500

                     June 30, 2005                                             $312,500

                  September 30, 2005                                           $312,500

                   December 31, 2005                                           $312,500

                    March 31, 2006                                             $312,500

                     June 30, 2006                                             $312,500

                  September, 30, 2006                                          $312,500

                   December 31, 2006                                           $312,500

               Term B Loan Maturity Date                                     $120,000,000
</Table>

                  "SEC" means the Securities and Exchange Commission or any
successor thereto.

                  "Secured Creditors" has the meaning provided in the respective
Security Documents to the extent defined therein and shall include any Person
who is granted a security interest pursuant to any Loan Document.



                                       43
<PAGE>

                  "Securities" means any stock, shares, voting trust
certificates, bonds, debentures, options, warrants, notes, or other evidences of
indebtedness, secured or unsecured, convertible, subordinated or otherwise, or
in general any instruments commonly known as "securities" or any certificates of
interest, shares or participations in temporary or interim certificates for the
purchase or acquisition of, or any right to subscribe to, purchase or acquire,
any of the foregoing.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Security Agreements" means the Domestic Security Agreements,
the Canadian Security Agreements, and the UK Security Agreements.

                  "Security Documents" means, collectively the Canadian Pledge
Agreements, the Security Agreements, the Mortgages and all other agreements,
assignments, mortgages, charges, security agreements, instruments and documents
executed in connection therewith, in each case as the same may at any time be
amended, supplemented, restated or otherwise modified and in effect subject to
the terms hereof or thereof. For purposes of this Agreement, "Security
Documents" shall also include all guaranties, pledge agreements, security
agreements, mortgages, subordination agreements and other collateral documents
entered into by Company or any Subsidiary of Company after the date of this
Agreement in favor of Administrative Agent for the benefit of Secured Creditors.

                  "Senior Notes" means (a) the Senior Notes due 2003 in the
original aggregate principal amount of $75,000,000, issued by Company pursuant
to the Indenture dated October 23, 1996 between Company and Fleet National Bank
(the "First Indenture") and (b) the Senior Notes due 2003 in the original
principal amount of $60,000,000 issued by Company pursuant to the Indenture
dated October 28, 1998 between Company and State Street Bank and Trust Company
(the "Second Indenture"; collectively, the First Indenture and the Second
Indenture are referred to herein as the "Senior Indentures").

                  "Senior Notes Defeasance" means (a) the issuance of a call
notice, in form and substance satisfactory to Administrative Agent, by Company
with respect to the Senior Notes in accordance with Section 12.3 of the Senior
Indentures, (b) the irrevocable deposit by Company with the trustees under the
Senior Indentures of an amount sufficient (in the opinion of a nationally
recognized firm of independent public accountants) to pay and discharge the
principal, interest and premium, if any, on the Senior Notes at the call date
with respect thereto, and (c) such other steps as are required by the Senior
Indentures in order to effectuate the covenant defeasance of the Senior Notes
pursuant to Section 12.3 of the Senior Indentures.

                  "S&P" means Standard & Poor's Corporation or any successor to
the rating agency business thereof.

                  "Spot Rate" means, for any currency at any date, the rate
quoted by DB as the spot rate for the purchase by DB of such currency with
another currency through its foreign exchange trading office at approximately
11:00 a.m. (New York City time) for delivery two (2) Business Days later.

                  "Stated Amount" or "Stated Amounts" means (a) with respect to
any Letter of Credit issued in Dollars, the stated or face amount of such Letter
of Credit to the extent available



                                       44
<PAGE>


at the time for drawing (subject to presentment of all requisite documents), and
(b) with respect to any Letter of Credit issued in any currency other than
Dollars, the Dollar Equivalent of the stated or face amount of such Letter of
Credit to the extent available at the time for drawing (subject to presentment
of all requisite documents), in either case as the same may be increased or
decreased from time to time in accordance with the terms of such Letter of
Credit

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

                  "Subsidiary" of any Person means any corporation, partnership
(limited or general), limited liability company, trust or other entity of which
a majority of the stock (or equivalent ownership or equity interest) having
voting power to elect a majority of the board of directors (if a corporation) or
to select the trustee or equivalent managing body or controlling interest,
shall, at the time such reference becomes operative, be directly or indirectly
owned or controlled by such Person or one or more of the other subsidiaries of
such Person or any combination thereof. Unless otherwise qualified, all
references to a "Subsidiary" or to "Subsidiaries" in this Agreement shall refer
to a Subsidiary or Subsidiaries of Company.

                  "Swing Line Commitment" means, with respect to the Swing Line
Lender, at any date, the obligation of such Lender to make Swing Line Loans
pursuant to Section 2.1(c) in the amount referred to therein.

                  "Swing Line Lender" means DB in such capacity.

                  "Swing Line Loan Participation Certificate" means a
certificate, substantially in the form of Exhibit 2.1(c).

                  "Swing Line Loans" has the meaning assigned to that term in
Section 2.1(c)(i).

                  "Swing Line Note" has the meaning assigned to that term in
Section 2.2(a).

                  "Syndication Agent" means Wells Fargo Bank Texas, N.A.

                  "Syndication Date" has the meaning assigned to that term in
Section 2.1(a).

                  "Takeout Notice" has the meaning assigned to that term in
Section 12.21(a)(i).

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

                  "Taxes Act 1988" means the Income and Corporation Taxes Act
1988, as from time to time amended, or any successor statute.

                  "Term A Commitment" means, with respect to any Term A Lender,
the principal amount set forth opposite such Lender's name on Schedule 1.1(a)
hereto or in any Assignment and Assumption Agreement under the caption "Amount
of Term A Commitment", as such commitment may be adjusted from time to time
pursuant to this Agreement, and "Term A



                                       45
<PAGE>

Commitments" means such commitments collectively, which commitments equal
$30,000,000 in the aggregate as of the date hereof.

                  "Term A Facility" means the credit facility under this
Agreement evidenced by the Term A Commitments and the Term A Loans.

                  "Term A Lender" means any Lender which has a Term A Commitment
or is owed a Term A Loan (or a portion thereof).

                  "Term A Loan" and "Term A Loans" have the meanings assigned to
those terms in Section 2.1(a)(i).

                  "Term A Loan Maturity Date" means February 14, 2006.

                  "Term A Note" and "Term A Notes" have the meanings assigned to
those terms in Section 2.2(a).

                  "Term B Commitment" means, with respect to any Lender, the
principal amount set forth opposite such Lender's name on Schedule 1.1(a) hereto
or in any Assignment and Assumption Agreement under the caption "Amount of Term
B Commitment", as such commitment may be adjusted from time to time pursuant to
this Agreement, and "Term B Commitments" means such commitments collectively,
which commitments equal $125,000,000 in the aggregate as of the date hereof.

                  "Term B Facility" means the credit facility under the
Agreement evidenced by the Term B Commitments and the Term B Loans.

                  "Term B Lender" means any Lender which has a Term B Commitment
or is owed a Term B Loan (or a portion thereof).

                  "Term B Loan" and "Term B Loans" have the meanings assigned to
those terms in Section 2.1(a)(ii).

                  "Term B Loan Maturity Date" means February 14, 2007.

                  "Term B Note" and "Term B Notes" have the meanings assigned to
those terms in Section 2.2(a).

                  "Term Commitments" means, collectively, the Term A Commitment,
the Term B Commitment and the Term C Commitment.

                  "Term C Commitment" means, with respect to any Lender, the
principal amount set forth opposite such Lender's name on Schedule 1.1(a) hereto
under the caption "Amount of Term C Commitment", as such commitment may be
terminated or reduced from time to time pursuant to this Agreement, and "Term C
Commitments" means such commitments collectively, which commitments equal
$40,000,000 in the aggregate as of the date hereof.




                                       46
<PAGE>

                  "Term C Facility" means the credit facility under the
Agreement evidenced by the Term C Commitments and the Term C Loans.

                  "Term C Lender" means any Lender which has a Term C Commitment
or is owed a Term C Loan (or a portion thereof).

                  "Term C Loan" and "Term C Loans" have the meanings assigned to
those terms in Section 2.1(a)(iii).

                  "Term C Loan Maturity Date" means February 14, 2008.

                  "Term C Note" and "Term C Notes" have the meanings assigned to
those terms in Section 2.2(a).

                  "Term Facilities" means the Facilities under the Agreement
with respect to the Term Loans, collectively.

                  "Term Loan Maturity Date" means the Term A Loan Maturity Date,
the Term B Loan Maturity Date or the Term C Loan Maturity Date, as the context
may require.

                  "Term Loans" means the Term A Loans, Term B Loans and the Term
C Loans, collectively.

                  "Term Note" and "Term Notes" means the Term A Notes, the Term
B Notes and the Term C Notes.

                  "Term Pro Rata Share" means, with respect to any Term
Facility, when used with reference to any Lender and any described aggregate or
total amount, an amount equal to the result obtained by multiplying such
described aggregate or total amount by a fraction the numerator of which shall
be such Lender's then outstanding Loans under such Facility and the denominator
of which shall be the amount of all then outstanding Loans under such Facility.

                  "Termination Event" means (a) a Reportable Event with respect
to any Employee Benefit Plan; (b) the withdrawal of Company or any member of the
Controlled Group from an Employee Benefit Plan during a plan year in which
Company or such Controlled Group member was a "substantial employer" as defined
in Section 4001(a)(2) of ERISA or the cessation of operations which results in
the termination of employment of twenty percent (20%) of Employee Benefit Plan
participants who are employees of Company or any member of the Controlled Group;
(c) the imposition of an obligation on Company or any member of the Controlled
Group under Section 4041 of ERISA to provide affected parties written notice of
intent to terminate an Employee Benefit Plan in a distress termination described
in Section 4041(c) of ERISA; (d) the institution by the PBGC or any similar
foreign governmental authority of proceedings to terminate an Employee Benefit
Plan or Foreign Pension Plan; (e) any event or condition which would constitute
grounds under Section 4042 of ERISA (other than subparagraph (a)(4) of such
Section) for the termination of, or the appointment of a trustee to administer,
any Employee Benefit Plan; (f) that a foreign governmental authority shall
appoint or institute proceedings to appoint a trustee to administer any Foreign
Pension Plan in place of the existing administrator; or



                                       47
<PAGE>

(g) the partial or complete withdrawal of Company or any member of the
Controlled Group from a Multiple Employer Plan or Foreign Pension Plan.

                  "Test Period" means the four consecutive Fiscal Quarters of
Company then last ended.

                  "Total Available Canadian Revolving Commitment" means, at the
time any determination thereof is made, the sum of the respective Available
Canadian Revolving Commitments of the Lenders at such time.

                  "Total Available Domestic Revolving Commitment" means, at the
time any determination thereof is made, the sum of the respective Available
Domestic Revolving Commitments of the Lenders at such time.

                  "Total Available UK Revolving Commitment" means, at the time
any determination thereof is made, the sum of the respective Available UK
Revolving Commitments of the Lenders at such time.

                  "Total Canadian Revolving Commitment" means, at any time, the
sum of the Canadian Revolving Commitments of each of the Lenders at such time.

                  "Total Commitment" means, at the time any determination
thereof is made, the sum of the Term Commitments, UK Revolving Commitments,
Domestic Revolving Commitments and Canadian Revolving Commitments at such time.

                  "Total Domestic Revolving Commitment" means, at any time, the
sum of the Domestic Revolving Commitments of each of the Lenders at such time.

                  "Total UK Revolving Commitment" means, at any time, the sum of
the UK Revolving Commitments of each of the Lenders at such time.

                  "Transaction" means and includes (a) each of the Credit Events
occurring on the Initial Borrowing Date, (b) the Company Refinancing, (c) such
other transactions as are contemplated by the Documents, and (d) the payment of
fees and expenses in connection with the foregoing.

                  "Transaction Documents" means, collectively, the Company
Refinancing Documents and including any agreement, document, instrument and
certificate executed and/or delivered pursuant to the terms of, or in connection
with, any of the foregoing.

                  "Transferee" has the meaning assigned to that term in Section
12.8(d).

                  "Treaty Lender" means a Lender which is resident (as defined
in the appropriate double taxation agreement) in a jurisdiction with which the
UK has a double taxation agreement under or by virtue of which payments of
interest are exempted in full from retention, reduction, withholding, deduction
or similar for or on account of any UK Taxes and does not carry on a business in
the UK through a permanent establishment with which the interest arising under
this Agreement is effectively connected for purposes of that double taxation
treaty.



                                       48
<PAGE>

                  "2002 Survey Impairment Charge" means the $55,204,000 pre-tax
charge for Fiscal Year 2002 relating to the impairment of multi-client surveys
in the Gulf of Mexico, the United States and the North Sea.

                  "Type" means any type of Loan, namely, a Base Rate Loan,
Canadian Prime Rate Loan, B/A Loan or a Eurocurrency Loan.

                  "UCC" means the Uniform Commercial Code as in effect from time
to time in the relevant jurisdiction.

                  "UK Borrower" has the meaning assigned to that term in the
introduction to this Agreement.

                  "UK LC Obligations" means, at any time, an amount equal to the
sum of (a) the Stated Amount of then outstanding UK Letters of Credit and (b)
the aggregate amount of Unpaid Drawings under UK Letters of Credit which have
not then been reimbursed pursuant to Section 2.10(c). The UK LC Obligation of
any UK Revolving Lender at any time shall mean the Dollar Equivalent of its UK
Revolver Pro Rata Share of the aggregate UK LC Obligations outstanding at such
time.

                  "UK Lender" means a Lender which is:

                  (a) within the charge to UK corporation tax in respect of, and
beneficially entitled to, a payment of interest on a Loan made by a person that
was a bank for the purposes of section 349 of the Taxes Act 1988 (as currently
defined in section 840A of the Taxes Act 1988) at the time the Loan was made; or

                  (b) a UK Non-Bank Lender.

                  "UK Letter of Credit" means any Letter of Credit issued
pursuant to Section 2.10(a)(ii).

                  "UK Non-Bank Lender" means:

                  (a) a company resident in the UK for UK tax purposes; or

                  (b) a company not resident in the UK for UK tax purposes which
carries on a trade in the UK through a branch or agency and brings into account
interest payable to it under this Agreement in computing its chargeable profits
for the purpose of section 11(2) of the Taxes Act 1988; which, in each case of
the foregoing clauses (a) and (b), is beneficially entitled to interest payable
to it under this Agreement.

                  "UK Revolver Pro Rata Share" means, when used with reference
to any UK Revolving Lender and any described aggregate or total amount, an
amount equal to the result obtained by multiplying such described aggregate or
total amount by a fraction the numerator of which shall be such UK Revolving
Lender's UK Revolving Commitment or, if the Revolver Termination Date has
occurred, the Effective Amount of such UK Revolving Lender's then outstanding UK
Revolving Loans and the denominator of which shall be the UK Revolving



                                       49
<PAGE>

Commitments or, if the Revolver Termination Date has occurred, the Effective
Amount of all then outstanding UK Revolving Loans and participations in UK
Letters of Credit.

                  "UK Revolving Commitment" means, with respect to any UK
Revolving Lender, the obligation of such UK Revolving Lender to make UK
Revolving Loans, as such commitment may be adjusted from time to time pursuant
to this Agreement, which commitment as of the date hereof is the amount set
forth opposite such Lender's name on Schedule 1.1(a) hereto under the caption
"Amount of UK Revolving Commitment" as the same may be adjusted from time to
time pursuant to the terms hereof and "UK Revolving Commitments" means such
commitments collectively, which commitments equal $10,000,000 in the aggregate
as of the date hereof.

                  "UK Revolving Facility" means the credit facility under this
Agreement evidenced by the UK Revolving Commitments and the UK Revolving Loans.

                  "UK Revolving Lender" means any Lender which has a UK
Revolving Commitment or is owed a UK Revolving Loan (or a portion thereof).

                  "UK Revolving Loan" and "UK Revolving Loans" have the meanings
assigned to those terms in Section 2.1(b).

                  "UK Revolving Note" has the meaning assigned to that term in
Section 2.2(a).

                  "UK Security Agreement" has the meaning assigned that term in
Section 5.1(c)(iv).

                  "UK Subsidiary" means any Subsidiary formed under the laws of
England and Wales.

                  "UK Subsidiary Guaranty" has the meaning assigned to that term
in Section 5.1(b)(ii).

                  "Unmatured Event of Default" means an event, act or occurrence
which with the giving of notice or the lapse of time (or both) would become an
Event of Default.

                  "Unpaid Drawing" has the meaning assigned to that term in
Section 2.10(d).

                  "VESI Support Agreements" means, collectively, that certain
Support Agreement dated September 30, 1999 and that certain Amended and Restated
Support Agreement dated September 30, 1999, in each case, between Company and
Veritas Energy Services Inc., each as in effect on the date hereof.

                  "Voting Securities" means any class of Capital Stock of a
Person pursuant to which the holders thereof have, at the time of determination,
the general voting power under ordinary circumstances to vote for the election
of directors, managers, trustees or general partners of such Person
(irrespective of whether or not at the time any other class or classes will have
or might have voting power by reason of the happening of any contingency).



                                       50
<PAGE>

                  "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the then
outstanding principal amount of such Indebtedness into (b) the total of the
products obtained by multiplying (i) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof by (ii) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment.

                  "Wholly-Owned Subsidiary" means, with respect to any Person,
any Subsidiary of such Person, all of the outstanding shares of capital stock of
which (other than qualifying shares required to be owned by directors) are at
the time owned directly or indirectly by such Person and/or one or more
Wholly-Owned Subsidiaries of such Person.

                  "written" or "in writing" means any form of written
communication or a communication by means of telecopier device or authenticated
telex, telegraph or cable.

                  The foregoing definitions shall be equally applicable to both
the singular and plural forms of the defined terms. The words "herein," "hereof"
and words of similar import as used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision in this Agreement.
References to "Articles", "Sections", "paragraphs", "Exhibits" and "Schedules"
in this Agreement shall refer to Articles, Sections, paragraphs, Exhibits and
Schedules of this Agreement unless otherwise expressly provided; references to
Persons include their respective permitted successors and assigns or, in the
case of governmental Persons, Persons succeeding to the relevant functions of
such persons; and all references to statutes and related regulations shall
include any amendments of same and any successor statutes and regulations.

                  1.2 ACCOUNTING TERMS; FINANCIAL STATEMENTS.

                  (a) All accounting terms used herein but not expressly defined
in this Agreement shall have respective meanings given to them in accordance
with GAAP in effect on the date hereof in the United States of America. Except
as otherwise expressly provided herein, all computations and determinations for
purposes of determining compliance with the financial requirements of this
Agreement shall be made in accordance with GAAP in effect in the United States
of America on the date hereof and on a basis consistent with the presentation of
the financial statements and projections delivered pursuant to, or otherwise
referred to in, Sections 6.5(a) and 6.5(e). Notwithstanding the foregoing
sentence, the financial statements required to be delivered pursuant to Section
7.1 shall be prepared in accordance with GAAP in the United States of America as
in effect on the respective dates of their preparation. Unless otherwise
provided for herein, wherever any computation is to be made with respect to any
Person and its Subsidiaries, such computation shall be made so as to exclude all
items of income, assets and liabilities attributable to any Person which is not
a Subsidiary of such Person.

                  (b) For purposes of computing the ratios in the financial
covenants in Article IX as of the end of any Test Period and the Most Recent
Leverage Ratio, all components of such ratios for the applicable Test Period
shall include or exclude, as the case may be, without duplication, such
components of such ratios attributable to any business that have been acquired



                                       51
<PAGE>

or disposed of by Company or any Subsidiary of Company (including through
mergers or consolidations) after the first day of such Test Period and prior to
the end of such Test Period on a Pro Forma Basis as determined in good faith by
Company and certified to by a Responsible Officer of Company to Administrative
Agent.

                  1.3 CALCULATION OF EXCHANGE RATE. On each Exchange Rate
Determination Date, Administrative Agent or Canadian Administrative Agent, as
applicable, shall (a) determine the Exchange Rate as of such Exchange Rate
Determination Date and (b) give notice thereof to each Borrower and to each
Lender that shall have requested such information. The Exchange Rates so
determined shall become effective on the first Business Day immediately
following the relevant Exchange Rate Determination Date (each, a "Reset Date")
and shall remain effective until the next succeeding Reset Date, and shall for
all purposes of this Agreement (other than any provision expressly requiring the
use of a current Exchange Rate) be the Exchange Rate employed in converting
amounts between Dollars and the relevant Alternative Currency or between Dollars
and Canadian Dollars, as applicable.

                                   ARTICLE II

                           AMOUNT AND TERMS OF CREDIT

         2.1 THE COMMITMENTS.

                  (a) (i) TERM A LOAN. Each Term A Lender, severally and for
itself alone, hereby agrees, on the terms and subject to the conditions
hereinafter set forth and in reliance upon the representations and warranties
set forth herein and in the other Loan Documents, to make a term loan (each such
loan, a "Term A Loan" and collectively, the "Term A Loans") to Company on the
Initial Borrowing Date in an aggregate principal amount equal to the Term A
Commitment of such Term A Lender. The Term A Loans (i) shall be incurred by
Company pursuant to a single drawing, which shall be on the Initial Borrowing
Date, (ii) shall be denominated in Dollars, (iii) shall be made as Base Rate
Loans and, except as hereinafter provided, may, at the option of Company, be
maintained as and/or combined into Base Rate Loans or Eurocurrency Loans,
provided that except as permitted by Administrative Agent in its sole
discretion, no incurrences of, or conversions into, Term A Loans maintained as
Eurocurrency Loans with an Interest Period in excess of thirty days (with all
such Interest Periods ending on the same day during such period) may be effected
prior to the earlier of (1) the 90th day after the Initial Borrowing Date and
(2) that date (the "Syndication Date") upon which Administrative Agent
determines in its sole discretion (and notifies Company) that the primary
syndication (and resultant additions of institutions as Lenders pursuant to
Section 12.8(c)) has been completed, and (iv) shall not exceed for any Lender at
the time of incurrence thereof on the Initial Borrowing Date that aggregate
principal amount which equals the Term A Commitment, if any, of such Lender at
such time. Each Term A Lender's Term A Commitment shall expire immediately and
without further action on the Initial Borrowing Date if the Term A Loans are not
made on the Initial Borrowing Date. No amount of a Term A Loan which is repaid
or prepaid by Company may be reborrowed hereunder.

                  (ii) TERM B LOAN. Each Term B Lender, severally and for itself
alone, hereby agrees, on the terms and subject to the conditions hereinafter set
forth and in




                                       52
<PAGE>

reliance upon the representations and warranties set forth herein and in the
other Loan Documents, to make a term loan (each such loan, a "Term B Loan" and
collectively, the "Term B Loans") to Company on the Initial Borrowing Date in an
aggregate principal amount equal to the Term B Commitment of such Term B Lender.
The Term B Loans (i) shall be incurred by Company pursuant to a single drawing,
which shall be on the Initial Borrowing Date, (ii) shall be denominated in
Dollars, (iii) shall be made as Base Rate Loans and, except as hereinafter
provided, may, at the option of Company, be maintained as and/or combined into
Base Rate Loans or Eurocurrency Loans, provided that except as permitted by
Administrative Agent in its sole discretion, no incurrences of, or conversions
into, Term B Loans maintained as Eurocurrency Loans with an Interest Period in
excess of thirty days (with all such Interest Periods ending on the same day
during such period) may be effected prior to the earlier of (1) the 90th day
after the Initial Borrowing Date and (2) the Syndication Date, and (iv) shall
not exceed for any Lender at the time of incurrence thereof on the Initial
Borrowing Date that aggregate principal amount which equals the Term B
Commitment, if any, of such Lender at such time. Each Term B Lender's Term B
Commitment shall expire immediately and without further action on the Initial
Borrowing Date if the Term B Loans are not made on the Initial Borrowing Date.
No amount of a Term B Loan which is repaid or prepaid by Company may be
reborrowed hereunder.

                  (iii) TERM C LOAN. Each Term C Lender, severally and for
itself alone, hereby agrees, on the terms and subject to the conditions
hereinafter set forth and in reliance upon the representations and warranties
set forth herein and in the other Loan Documents, to make a term loan (each such
loan, a "Term C Loan" and collectively, the "Term C Loans") to Company on the
Initial Borrowing Date in an aggregate principal amount equal to the Term C
Commitment of such Term C Lender. The Term C Loans (i) shall be incurred by
Company pursuant to a single drawing, which shall be on the Initial Borrowing
Date, (ii) shall be denominated in Dollars, (iii) shall be made as Base Rate
Loans and, except as hereinafter provided, may, at the option of Company, be
maintained as and/or combined into Base Rate Loans or Eurocurrency Loans,
provided that except as permitted by Administrative Agent in its sole
discretion, no incurrences of, or conversions into, Term C Loans maintained as
Eurocurrency Loans with an Interest Period in excess of thirty days (with all
such Interest Periods ending on the same day during such period) may be effected
prior to the earlier of (1) the 90th day after the Initial Borrowing Date and
(2) the Syndication Date, and (iv) shall not exceed for any Lender at the time
of incurrence thereof on the Initial Borrowing Date that aggregate principal
amount which equals the Term C Commitment, if any, of such Lender at such time.
Each Term C Lender's Term C Commitment shall expire immediately and without
further action on the Initial Borrowing Date whether or not the Term C Loans are
made on the Initial Borrowing Date. No principal amount of a Term C Loan which
is repaid or prepaid by Company may be reborrowed hereunder. Each Term C Lender
expressly acknowledges and agrees that the Term C Loans shall be secured by the
Collateral on the same basis as the other Loans hereunder but, upon the
occurrence and during the continuance of an Event of Default, shall be second in
right of proceeds arising from any disposition or liquidation thereof in
connection with any enforcement action by Administrative Agent or in connection
with any distributions pursuant to a plan or arising from any disposition or
liquidation of the Collateral in any bankruptcy or insolvency proceeding in the
manner as more specifically set forth in Section 8.4 of the Domestic Security
Agreement and the corresponding sections of any other Security Documents, which
Sections are incorporated herein by reference. To the extent of any conflict
between any


                                       53
<PAGE>

provision of this Agreement and Section 8.4 of the Domestic Security Agreement
and the corresponding sections of any other Security Documents, the Domestic
Security Agreement shall govern to the extent of such conflict.

         (b) DOMESTIC REVOLVING LOANS/UK REVOLVING LOANS.

                  (i) Each Domestic Revolving Lender, severally and for itself
alone, hereby agrees, on the terms and subject to the conditions hereinafter set
forth and in reliance upon the representations and warranties set forth herein
and in the other Loan Documents, to make loans to Company denominated in Dollars
on a revolving basis from time to time during the Commitment Period, in an
amount not to exceed its Domestic Revolver Pro Rata Share of the Total Available
Domestic Revolving Commitment (each such loan by any Lender, a "Domestic
Revolving Loan" and collectively, the "Domestic Revolving Loans"). All Domestic
Revolving Loans comprising the same Borrowing hereunder shall be made by the
Domestic Revolving Lenders simultaneously and in proportion to their respective
Domestic Revolving Commitments. Prior to the Revolver Termination Date, Domestic
Revolving Loans may be repaid and reborrowed by the Borrower in accordance with
the provisions hereof and, except as otherwise specifically provided in Section
2.6, all Domestic Revolving Loans comprising the same Borrowing shall at all
times be of the same Type.

                  (ii) Each UK Revolving Lender, severally and for itself alone,
hereby agrees, on the terms and subject to the conditions hereinafter set forth
and in reliance upon the representations and warranties set forth herein and in
the other Loan Documents, to make loans to Company and UK Borrower denominated
in an Alternative Currency and Dollars on a revolving basis from time to time
during the Commitment Period, in an amount not to exceed its UK Revolver Pro
Rata Share of the Total Available UK Revolving Commitment (each such loan by any
Lender, a "UK Revolving Loan" and collectively, the "UK Revolving Loans"). All
UK Revolving Loans comprising the same Borrowing hereunder shall be made by the
UK Revolving Lenders simultaneously and in proportion to their respective UK
Revolving Commitments. Prior to the Revolver Termination Date, UK Revolving
Loans may be repaid and reborrowed by UK Borrower and Company in accordance with
the provisions hereof and, except as otherwise specifically provided herein (i),
all UK Revolving Loans comprising the same Borrowing shall at all times be of
the same Type and (ii) no UK Revolving Loans denominated in Alternative Currency
or Dollars and incurred or maintained as Eurocurrency Loans may have Interest
Periods in excess of thirty days, except as permitted by Administrative Agent in
its sole discretion, if incurred prior to the earlier of (1) the 90th day after
the Initial Borrowing Date and (2) the Syndication Date (with all such Interest
Periods ending on the same day during such period).

         (c) SWING LINE LOANS.

                  (i) Swing Line. Subject to the terms and conditions hereof,
the Swing Line Lender in its individual capacity agrees to make swing line loans
in Dollars ("Swing Line Loans") to Company on any Business Day from time to time
during the Commitment Period in an aggregate principal amount at any one time
outstanding, not to exceed $10,000,000; provided, however, that in no event may
the amount of any Borrowing of Swing Line Loans (A) exceed the Total Available
Domestic Revolving Commitment immediately prior to such Borrowing (after



                                       54
<PAGE>

giving effect to the use of proceeds thereof) or (B) cause the outstanding
Domestic Revolving Loans of any Lender, when added to such Lender's Domestic
Revolver Pro Rata Share of the then outstanding Swing Line Loans and Domestic
Revolver Pro Rata Share of the aggregate Domestic LC Obligations (exclusive of
Unpaid Drawings relating to LC Obligations which are repaid with the proceeds
of, and simultaneously with the incurrence of, Domestic Revolving Loans or Swing
Line Loans) to exceed such Lender's Domestic Revolving Commitment. Amounts
borrowed by Company under this Section 2.1(c)(i) may be repaid and, to but
excluding the Revolver Termination Date, reborrowed. The Swing Line Loans shall
be made in Dollars and maintained as Base Rate Loans and, notwithstanding
Section 2.6, shall not be entitled to be converted into any other Type of Loan.

                  (ii) Refunding of Swing Line Loans. The Swing Line Lender, at
any time in its sole and absolute discretion, may on behalf of Company (which
hereby irrevocably directs the applicable Swing Line Lender to so act on its
behalf), notify each Domestic Revolving Lender, to make a Domestic Revolving
Loan in Dollars in an amount equal to such Lender's Domestic Revolver Pro Rata
Share of the principal amount of the applicable Swing Line Loans (in each case,
the "Refunded Swing Line Loans") outstanding on the date such notice is given;
provided, however, that such notice shall be deemed to have automatically been
given upon the occurrence of an Event of Default under Section 10.1(e) or
10.1(f) or upon the occurrence of a Change of Control. Unless any of the events
described in Section 10.1(e) or 10.1(f) shall have occurred (in which event the
procedures of Section 2.1(c)(iii) shall apply) and regardless of whether the
conditions precedent set forth in this Agreement to the making of a Domestic
Revolving Loan are then satisfied, each Domestic Revolving Lender, as
applicable, shall make the proceeds of its Domestic Revolving Loan available to
the applicable Swing Line Lender at the Payment Office prior to 11:00 a.m., New
York City time, in funds immediately available on the Business Day next
succeeding the date such notice is given. The proceeds of such Domestic
Revolving Loans shall be immediately applied to repay the Refunded Swing Line
Loans.

                  (iii) Participation in Swing Line Loans. If, prior to
refunding a Swing Line Loan with a Domestic Revolving Loan pursuant to Section
2.1(c)(ii), one of the events described in Section 10.1(e) or 10.1(f) shall have
occurred, or if for any other reason a Domestic Revolving Loan, cannot be made
pursuant to Section 2.1(c)(ii), then, subject to the provisions of Section
2.1(c)(iv) below, each Domestic Revolving Lender will, on the date such Domestic
Revolving Loan was to have been made, purchase (without recourse or warranty)
from the Swing Line Lender an undivided participation interest in the Swing Line
Loan in an amount equal to its Domestic Revolver Pro Rata Share of such Swing
Line Loan. Upon request, each Domestic Revolving Lender will immediately
transfer to the applicable Swing Line Lender, in immediately available funds,
the amount of its participation interest and upon receipt thereof such Swing
Line Lender will deliver to such Domestic Revolving Lender a Swing Line Loan
Participation Certificate dated the date of receipt of such funds and in such
amount.

                  (iv) Lenders' Obligations Unconditional. Each Domestic
Revolving Lender's obligation to make Loans in accordance with Section
2.1(c)(ii) and to purchase participating interests in accordance with Section
2.1(c)(iii) above shall be absolute and unconditional and shall not be affected
by any circumstance, including, without limitation, (A) any set-off,
counterclaim, recoupment, defense or other right which such Domestic Revolving





                                       55
<PAGE>

Lender may have against any Swing Line Lender, any Borrower or any other Person
for any reason whatsoever; (B) the occurrence or continuance of any Event of
Default or Unmatured Event of Default; (C) any adverse change in the condition
(financial or otherwise) of any Borrower or any other Person; (D) any breach of
this Agreement by any Borrower or any other Person; (E) any inability of any
Borrower to satisfy the conditions precedent to borrowing set forth in this
Agreement on the date upon which such participating interest is to be purchased
or (F) any other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing. If any Domestic Revolving Lender does not make
available to the Swing Line Lender the amount required pursuant to Section
2.1(c)(ii) or (iii) above, as the case may be, such Swing Line Lender shall be
entitled to recover such amount on demand from such Domestic Revolving Lender,
together with interest thereon for each day from the date of non-payment until
such amount is paid in full at the Federal Funds Rate for the first two Business
Days and at the Base Rate thereafter. Notwithstanding the foregoing provisions
of this Section 2.1(c)(iv), no Lender shall be required to make a Loan to any
Borrower for the purpose of refunding a Swing Line Loan pursuant to Section
2.1(c)(ii) above or to purchase a participating interest in a Swing Line Loan
pursuant to Section 2.1(c)(iii) if an Event of Default or Unmatured Event of
Default has occurred and is continuing and, prior to the making by the
applicable Swing Line Lender of such Swing Line Loan, such Swing Line Lender has
received written notice from such Lender specifying that such Event of Default
or Unmatured Event of Default has occurred and is continuing, describing the
nature thereof and stating that, as a result thereof, such Domestic Revolving
Lender shall cease to make such Refunded Swing Line Loans and purchase such
participating interests, as the case may be; provided, however, that the
obligation of such Domestic Revolving Lender to make such Refunded Swing Line
Loans and to purchase such participating interests shall be reinstated upon the
earlier to occur of (y) the date upon which such Domestic Revolving Lender
notifies such Swing Line Lender that its prior notice has been withdrawn and (z)
the date upon which the Event of Default or Unmatured Event of Default specified
in such notice no longer is continuing.

         2.2 NOTES.

                  (a) Evidence of Indebtedness. At the request of any Lender,
Borrowers' (other than Canadian Borrowers) obligation to pay the principal of
and interest on all the Loans made to each of them by the applicable Lender
shall be evidenced, (i) (A) if Term A Loans, by a promissory note (each, a "Term
A Note" and, collectively, the "Term A Notes") duly executed and delivered by
Company substantially in the form of Exhibit 2.2(a)(i)(A) hereto, with blanks
appropriately completed in conformity herewith, (B) if Term B Loans, by a
promissory note (each a "Term B Note") and collectively, the "Term B Notes")
duly executed and delivered by Company substantially in form of Exhibit
2.2(a)(i)(B) hereto, with blanks appropriately completed in conformity herewith,
(C) if Term C Loans, by a promissory note (each, a "Term C Note" and
collectively "Term C Notes") duly executed and delivered by Company
substantially in the form of Exhibit 2.2(a)(i)(C) hereto, with blanks
appropriately completed in conformity herewith, (ii) (x) if UK Revolving Loans
made to UK Borrower by a promissory note (each, a "UK Revolving Note" and,
collectively, the "UK Revolving Notes") duly executed and delivered by UK
Borrower and (y) if UK Revolving Loans made to Company by UK Revolving Notes
duly executed and delivered by Company, in each case substantially in the form
of Exhibit 2.2(a)(ii) hereto, with blanks appropriately completed in conformity
herewith, (iii) if Domestic Revolving Loans, by a promissory note (each, a
"Domestic Revolving Note" and collectively, the




                                       56
<PAGE>

"Domestic Revolving Notes") duly executed and delivered by Company substantially
in the form of Exhibit 2.2(a)(iii) hereto, with blanks appropriately completed
in conformity herewith, and (iv) if Swing Line Loans, by a promissory note
(each, a " Swing Line Note" and, collectively, the "Swing Line Notes") duly
executed and delivered by Company substantially in the form of Exhibit
2.2(a)(iv) hereto, with blanks appropriately completed in conformity herewith.

                  (b) Notation of Payments. Each Lender will note on its
internal records the amount of each Loan made by it, the Applicable Currency and
each payment in respect thereof and will, prior to any transfer of any of its
Notes, endorse on the reverse side thereof the outstanding principal amount of
Loans evidenced thereby. Failure to make any such notation shall not affect any
Borrowers' or any guarantor's obligations hereunder or under the other
applicable Loan Documents in respect of such Loans.

                  2.3 Minimum Amount of Each Borrowing; Maximum Number of
Borrowings. The aggregate principal amount of each Borrowing by any Borrower
hereunder shall be not less than the Minimum Borrowing Amount and, if greater,
shall be in Minimum Borrowing Multiples (other than Swing Line Loans which may
be in any amount over the Minimum Borrowing Amount) above such minimum (or, if
less, the then Total Available UK Revolving Commitment or Total Available
Domestic Revolving Commitment, as applicable). More than one Borrowing may be
incurred on any date, provided that, at no time shall there be outstanding more
than 20 Borrowings of Eurocurrency Loans.

                  2.4 BORROWING OPTIONS. The Term Loans, the UK Revolving Loans
and the Domestic Revolving Loans shall, at the option of Borrowers except as
otherwise provided in this Agreement, be (a) Base Rate Loans, (b) Eurocurrency
Loans, or (c) part Base Rate Loans and part Eurocurrency Loans. As to any
Eurocurrency Loan, any Lender may, if it so elects, fulfill its commitment by
causing a foreign branch or Affiliate to make or continue such Loan, provided
that, in such event that Lender's Loan shall, for the purposes of this Agreement
(except Section 4.7), be considered to have been made by that Lender and the
obligation of the applicable Borrower to repay that Lender's Loan shall
nevertheless be to that Lender and shall be deemed held by that Lender, for the
account of such branch or Affiliate. If causing an Affiliate or branch to
continue or make a Loan under this Section 2.4 results in Borrowers having to
withhold or make any payment on account of Taxes on or in relation to any
payments with respect to such Loan that would not have been required to be
withheld or paid if the initial Lender had made or continued the Loan, Borrowers
shall not be obligated to gross-up, indemnify or otherwise protect the Lender or
its foreign branch or Affiliate under Section 4.7 from such additional Taxes,
except to the extent that such additional Taxes result from a change in
applicable law, treaty, or regulation or interpretation or administration
thereof (including, without limitation, any guideline or policy not having the
force of law) by an authority charged with the administration thereof subsequent
to the date that the Lender caused its foreign branch or Affiliate to make or
continue the Loan. The Lender and its foreign branch or Affiliate shall provide
the forms required under Section 4.7(d) to the extent such forms reduce or
eliminate withholding Taxes on any payments made to such foreign branch or
Affiliate on any Loan that such foreign branch or Affiliate made or continued
pursuant to this Section 2.4.

                  2.5 NOTICE OF BORROWING. Whenever any Borrower desires to make
a Borrowing of any Loan under this Article II, the applicable Borrower shall
give Administrative Agent at its



                                       57
<PAGE>


Notice Office (or such other address as the Administrative Agent may hereafter
designate in writing to the parties hereto) (the "Notice Address") at least one
Business Day's prior written notice (or telephonic notice promptly confirmed in
writing), given not later than 12:00 p.m. (New York City time) of each Base Rate
Loan, and at least three Business Days' (or four Business Days' in the case of
UK Revolving Loans) prior written notice (or telephonic notice promptly
confirmed in writing), given not later than 12:00 p.m. (New York City time), of
each Eurocurrency Loan to be made hereunder; provided, however, that a Notice of
Borrowing with respect to Borrowings to be made on the date hereof may, at the
discretion of Administrative Agent, be delivered later than the time specified
above but, in any event, shall be delivered at least one Business Day prior to
the making of such Borrowings. Whenever Company desires that Swing Line Lender
make a Swing Line Loan under Section 2.1(c), it shall deliver to Swing Line
Lender prior to 1:00 p.m. (New York City time) on the date of such Borrowing
written notice (or telephonic notice promptly confirmed in writing). Each such
notice (each a "Notice of Borrowing"), which shall be in the form of Exhibit 2.5
hereto, shall be irrevocable, shall be deemed a representation by Company and
the applicable Borrower that all conditions precedent to such Borrowing have
been satisfied and shall specify (i) the aggregate principal amount of the Loans
to be made pursuant to such Borrowing, (ii) the date of Borrowing (which shall
be a Business Day) and (iii) whether the Loans being made pursuant to such
Borrowing are to be Base Rate Loans or Eurocurrency Loans and, with respect to
Eurocurrency Loans, the Interest Period and Applicable Currency to be applicable
thereto. Administrative Agent shall as promptly as practicable give each Lender
written or telephonic notice (promptly confirmed in writing) of each proposed
Borrowing, of such Lender's Pro Rata Share thereof and of the other matters
covered by the Notice of Borrowing. Without in any way limiting Company and the
applicable Borrower's obligation to confirm in writing any telephonic notice,
Administrative Agent or the Swing Line Lender (in the case of Swing Line Loans)
or the respective Facing Agent (in the case of Letters of Credit) may act
without liability upon the basis of telephonic notice believed by Administrative
Agent in good faith to be from a Responsible Officer of Company and the
applicable Borrower prior to receipt of written confirmation. Administrative
Agent's records shall, absent manifest error, be final, conclusive and binding
on Borrowers with respect to evidence of the terms of such telephonic Notice of
Borrowing.

                  2.6 CONVERSION OR CONTINUATION. Any Borrower (other than
Canadian Borrowers) may elect (i) on any Business Day occurring on or after the
earlier of (a) the 90th day after the Initial Borrowing Date and (b) the
Syndication Date to convert Base Rate Loans or any portion thereof to
Eurocurrency Loans, (ii) at the end of any Interest Period with respect thereto,
to convert Term Loans denominated in Dollars and Revolving Loans that are
Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue
such Eurocurrency Loans or any portion thereof for an additional Interest Period
and (iii) at the end of any Interest Period with respect thereto, to continue
Term Loans that are Eurocurrency Loans for an additional Interest Period;
provided, however, that the aggregate principal amount of the Eurocurrency Loans
for each Interest Period therefor must be in an aggregate principal amount equal
to the Minimum Borrowing Amount for Eurocurrency Loans or Minimum Borrowing
Multiples in excess thereof. Each conversion or continuation of Term Loans shall
be allocated among the Term Loans of the Term Lenders in accordance with their
respective Term Pro Rata Shares. Each conversion or continuation of UK Revolving
Loans shall be allocated among the UK Revolving Loans of the Lenders in
accordance with their respective UK Revolver Pro Rata Shares. Each conversion or
continuation of Domestic Revolving Loans shall be allocated among the Domestic
Revolving





                                       58
<PAGE>

Loans of the Lenders in accordance with their respective Domestic Revolver Pro
Rata Shares. Each such election shall be in substantially the form of Exhibit
2.6 hereto (a "Notice of Conversion or Continuation") and shall be made by
giving Administrative Agent at least three Business Days' (or one Business Day
in the case of a conversion into Base Rate Loans) or four Business Days' in the
case of continuation of a Loan denominated in Euros) prior written notice
thereof to the Notice Address given not later than 12:00 p.m. (New York City
time) specifying (i) the amount and type of conversion or continuation, (ii) in
the case of a conversion to or a continuation of Eurocurrency Loans, the
Interest Period therefor and (iii) in the case of a conversion, the date of
conversion (which date shall be a Business Day). Notwithstanding the foregoing,
no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and
no continuation in whole or in part of Eurocurrency Loans (other than
Alternative Currency Loans), shall be permitted at any time at which an
Unmatured Event of Default or an Event of Default shall have occurred and be
continuing. The applicable Borrower shall not be entitled to specify an Interest
Period in excess of 30 days, for any Alternative Currency Loan if an Unmatured
Event of Default or an Event of Default has occurred and is continuing. If,
within the time period required under the terms of this Section 2.6,
Administrative Agent does not receive a Notice of Conversion or Continuation
from the applicable Borrower containing a permitted election to continue any
Eurocurrency Loans for an additional Interest Period or to convert any such
Loans, then, upon the expiration of the Interest Period therefor, such Loans
will be automatically converted to Base Rate Loans or, in the case of an
Alternative Currency Loan, Eurocurrency Loans in the same Applicable Currency
with an Interest Period of one month. Each Notice of Conversion or Continuation
shall be irrevocable.

                  2.7 DISBURSEMENT OF FUNDS. No later than 12:00 p.m. (local
time at the place of funding) on the date specified in each Notice of Borrowing,
each Lender will make available its Term Pro Rata Share of Term Loans, UK
Revolver Pro Rata Share of UK Revolving Loans and Domestic Revolver Pro Rata
Share of Domestic Revolving Loans of the Borrowing requested to be made on such
date in the Applicable Currency and in immediately available funds, at the
Payment Office (for the account of such non-U.S. office of Administrative Agent
as Administrative Agent may direct in the case of Eurocurrency Loans) and
Administrative Agent will make available to the applicable Borrower at its
Payment Office the aggregate of the amounts so made available by the Lenders not
later than 2:00 p.m. (local time in the place of payment). Unless Administrative
Agent shall have been notified by any Lender at least one Business Day prior to
the date of Borrowing that such Lender does not intend to make available to
Administrative Agent such Lender's portion of the Borrowing to be made on such
date (the "Portion"), Administrative Agent may assume that such Lender has made
its Portion available to Administrative Agent on such date of Borrowing and
Administrative Agent may, but shall not be required to, in reliance upon such
assumption, make available to the applicable Borrower a corresponding amount. If
such Portion is not in fact made available to Administrative Agent by such
Lender (the "Non-Funding Lender") on the date of Borrowing and if Administrative
Agent advanced the corresponding amount to Borrower, Administrative Agent shall
be entitled to recover such Portion on demand from such Non-Funding Lender. If
such Non-Funding Lender does not pay its Portion forthwith upon Administrative
Agent's demand therefor, Administrative Agent shall promptly notify the
applicable Borrower and, if so notified, the applicable Borrower shall
immediately pay its Portion to Administrative Agent. Administrative Agent shall
also be entitled to recover from the applicable Borrower interest on such
Portion in respect of each day from the date Portion was made available by
Administrative Agent to such Borrower to the date



                                       59
<PAGE>

such Portion is recovered by Administrative Agent, at a rate per annum equal to
the rate for Base Rate Loans or Eurocurrency Loans, as the case may be,
applicable during the period in question; provided, however, that any interest
paid to Administrative Agent in respect of such Portion shall be credited
against interest payable by such Borrower to such Non-Funding Lender under
Section 3.1 in respect of such corresponding amount. Any Portion due hereunder
to Administrative Agent from any Lender which is not paid when due shall bear
interest payable by such Lender, from the date due until the date paid, at the
Federal Funds Rate for amounts in Dollars (and, at Administrative Agent's cost
of funds for amounts in any Alternative Currency) for the first three days after
the date such amount is due and thereafter at the Federal Funds Rate (or such
cost of funds rate) plus 1%, together with Administrative Agent's standard
interbank processing fee. Further, such Lender shall be deemed to have assigned
any and all payments made of principal and interest on its Loans, amounts due
with respect to its Letters of Credit (or its participations therein) and any
other amounts due to it hereunder first to Administrative Agent to fund any
outstanding Loans made available on behalf of such Lender by Administrative
Agent pursuant to this Section 2.7 until such Loans have been funded (as a
result of such assignment or otherwise) and then to fund Loans of all Lenders
other than such Lender until each Lender has outstanding Loans equal to its Term
Pro Rata Share of all Term Loans, its UK Revolver Pro Rata Share of all UK
Revolving Loans and its Domestic Revolver Pro Rata Share of all Domestic
Revolving Loans (as a result of such assignment or otherwise). Such Lender shall
not have recourse against any Borrower with respect to any amounts paid to
Administrative Agent or any Lender with respect to the preceding sentence,
provided that, such Lender shall have full recourse against Borrowers (other
than Canadian Borrowers) to the extent of the amount of such Loans it has so
been deemed to have made. Nothing herein shall be deemed to relieve any Lender
from its obligation to fulfill its Commitment hereunder or to prejudice any
rights which any Borrower may have against the Lender as a result of any default
by such Lender hereunder.

         2.8 UTILIZATION OF UK REVOLVING COMMITMENTS IN AN ALTERNATIVE CURRENCY.

                  (a) Administrative Agent will determine the Dollar Equivalent
amount with respect to any (i) Borrowing of Alternative Currency Loans as of the
requested date of Borrowing, (ii) outstanding Alternative Currency Loans as of
the last Business Day of each month, (iii) outstanding Alternative Currency
Loans as of any redenomination date pursuant to this Section 2.8, and (iv)
outstanding Alternative Currency Loans on the date of prepayment pursuant to
Section 4.3 or 4.4 (each such date under clauses (i) through (iv) a "Computation
Date"). Upon receipt of any Notice of Borrowing of UK Revolving Loans,
Administrative Agent will promptly notify each UK Revolving Lender thereof and
of the amount of such Lender's UK Revolver Pro Rata Share of the Borrowing.

                  (b) Notwithstanding anything herein to the contrary, during
the existence of an Unmatured Event of Default or an Event of Default, upon the
request of the Majority Lenders, all or any part of any outstanding UK Revolving
Loans that are Alternative Currency Loans shall be redenominated and converted
into Base Rate Loans in Dollars with effect from the last day of the Interest
Period with respect to any such Alternative Currency Loans. The Administrative
Agent will promptly notify the applicable Borrower of any such redenomination
and conversion request.



                                       60
<PAGE>

         2.9 PRO RATA BORROWINGS. All Borrowings of Term Loans, UK Revolving
Loans and Domestic Revolving Loans, as applicable, under this Agreement shall be
loaned by the Lenders pro rata on the basis of their Term Commitments, UK
Revolving Commitments or Domestic Revolving Commitments, as the case may be. No
Lender shall be responsible for any default by any other Lender in its
obligation to make Loans hereunder and each Lender shall be obligated to make
the Loans provided to be made by it hereunder, regardless of the failure of any
other Lender to fulfill its Commitments hereunder.

         2.10 LETTERS OF CREDIT.

                  (a) LETTERS OF CREDIT COMMITMENTS.

                      (i) Subject to and upon the terms and conditions herein
set forth, at any time and from time to time on or after the Initial Borrowing
Date and to but not including a date which is ten (10) Business Days prior to
the Revolver Termination Date, each Facing Agent agrees, severally not jointly,
to issue each in its own name, but for the ratable account of all Domestic
Revolving Lenders (including the applicable Facing Agent), one or more Domestic
Letters of Credit, each having a Stated Amount in Dollars, for the account of
Borrowers (other than Canadian Borrowers) and their Subsidiaries in a Stated
Amount which together with the aggregate Stated Amount of other Domestic Letters
of Credit then outstanding does not exceed Twelve Million Dollars ($12,000,000);
provided, however, that a Facing Agent shall not issue or extend the expiration
of any Domestic Letter of Credit if, immediately after giving effect to such
issuance or extension, (A) the aggregate LC Obligations at such time would
exceed Twelve Million Dollars ($12,000,000), or (B) the sum of the Domestic
Revolving Loans and Swing Line Loans then outstanding and the Domestic LC
Obligations would exceed the Total Domestic Revolving Commitment. Each Domestic
Revolving Lender, severally, but not jointly, agrees to participate in each such
Domestic Letter of Credit issued by the applicable Facing Agent in an amount
equal to its Domestic Revolver Pro Rata Share, and to make available to the
applicable Facing Agent such Lender's Domestic Revolver Pro Rata Share of any
payment made to the beneficiary of such Domestic Letter of Credit to the extent
not reimbursed by Company; provided, however, that no Domestic Revolving Lender
shall be required to participate in any Domestic Letter of Credit to the extent
that such participation therein would exceed such Domestic Revolving Lender's
Available Domestic Revolving Commitment then in effect; and provided further,
however, that, notwithstanding the foregoing, in the event Borrowers do not
comply with Section 2.10(b)(ii)(C), each Domestic Revolving Lender's
participation shall continue in any Domestic Letter of Credit which remains
outstanding subject to the last sentence of such Section 2.10(b)(ii)(C). No
Domestic Revolving Lender's obligation to participate in any Domestic Letter of
Credit or to make available to the applicable Facing Agent such Domestic
Revolving Lender's Domestic Revolver Pro Rata Share of any Letter of Credit
Payment made by the applicable Facing Agent shall be affected by any other
Domestic Revolving Lender's failure to participate in the same or any other
Domestic Letter of Credit or by any other Domestic Revolving Lender's failure to
make available to the applicable Facing Agent such other Domestic Revolving
Lender's Domestic Revolver Pro Rata Share of any Letter of Credit Payment.

                      (ii) Subject to and upon the terms and conditions herein
set forth, at any time and from time to time on or after the Initial Borrowing
Date and to but not including a date which is ten (10) Business Days prior to
the Revolver Termination Date, each Facing Agent



                                       61
<PAGE>

agrees, severally not jointly, to issue each in its own name, but for the
ratable account of all UK Revolving Lenders (including the applicable Facing
Agent), one or more Letters of Credit, denominated in an Alternative Currency,
for the account of UK Borrower or Company in a Stated Amount which together with
the aggregate Dollar Equivalent amount of all other UK Letters of Credit then
outstanding does not exceed Eight Million Dollars ($8,000,000); provided,
however, that a Facing Agent shall not issue or extend the expiration of any UK
Letter of Credit if, immediately after giving effect to such issuance or
extension, (A) the aggregate LC Obligations at such time would exceed the Dollar
Equivalent of Eight Million Dollars ($8,000,000) or (B) the sum of the Effective
Amount of the UK Revolving Loans and the UK LC Obligations would exceed the
Total UK Revolving Commitment. Each UK Revolving Lender severally, but not
jointly, agrees to participate in each such UK Letter of Credit issued by the
applicable Facing Agent in an amount equal to its UK Revolver Pro Rata Share and
to make available to the applicable Facing Agent such Lender's UK Revolver Pro
Rata Share of any payment made to the beneficiary of such UK Letter of Credit to
the extent not reimbursed by UK Borrower; provided, however, that no UK
Revolving Lender shall be required to participate in any UK Letter of Credit to
the extent that such participation therein would exceed such UK Revolving
Lender's Available UK Revolving Commitment then in effect; and provided further,
however, that, notwithstanding the foregoing, in the event UK Borrower and
Company do not comply with Section 2.10(b)(ii)(C), each UK Revolving Lender's
participation shall continue in any UK Letter of Credit which remains
outstanding subject to the last sentence of such Section 2.10(b)(ii)(C). No
Lender's obligation to participate in any UK Letter of Credit or to make
available to the applicable Facing Agent such UK Revolving Lender's UK Revolver
Pro Rata Share of any Letter of Credit Payment made by the applicable Facing
Agent shall be affected by any other UK Lender's failure to participate in the
same or any other UK Letter of Credit or by any other UK Revolving Lender's
failure to make available to the applicable Facing Agent such other UK Lender's
UK Revolver Pro Rata Share of any Letter of Credit Payment.

                  (b) OBLIGATION OF FACING AGENT TO ISSUE LETTER OF CREDIT. Each
Facing Agent may agree, in its sole discretion, that it will (subject to the
terms and conditions contained herein), at any time and from time to time on or
after the Initial Borrowing Date and prior to the Revolver Termination Date,
following its receipt of the respective Letter of Credit Request, issue for the
account of the applicable Borrower (other than Canadian Borrowers) one or more
standby Letters of Credit in support of such LC Supportable Indebtedness of any
Borrower or any of its Affiliates as is permitted to remain outstanding without
giving rise to an Event of Default or Unmatured Event of Default hereunder,
provided that, the respective Facing Agent shall be under no obligation to issue
any Letter of Credit of the types described above if at the time of such
issuance:

                      (i) any order, judgment or decree of any Governmental
Authority or arbitrator shall purport by its terms to enjoin or restrain such
Facing Agent from issuing such Letter of Credit or any Requirement of Law
applicable to such Facing Agent from any Governmental Authority with
jurisdiction over such Facing Agent shall prohibit, or request that such Facing
Agent refrain from, the issuance of letters of credit generally or such Letter
of Credit in particular or shall impose upon such Facing Agent with respect to
such Letter of Credit any restriction or reserve or capital requirement (for
which such Facing Agent is not otherwise compensated) not in effect on the date
hereof, or any unreimbursed loss, cost or expense which


                                       62
<PAGE>

was not applicable, in effect or known to such Facing Agent as of the date
hereof and which such Facing Agent in good faith deems material to it; or

                  (ii) such Facing Agent shall have received notice from any
Lender prior to the issuance of such Letter of Credit of the type described in
Section 2.10(b)(ii)(A)(v).

                      (A) Notwithstanding the foregoing, (i) no Letter of Credit
shall be issued the Stated Amount of which, when added to the LC Obligations
(exclusive of Unpaid Drawings relating to Letters of Credit which are repaid on
the date of, and prior to the issuance of, the respective Letter of Credit) at
such time, would exceed either (x) the applicable Borrower's LC Sublimit or (y)
when added to the aggregate principal amount of all UK Revolving Loans and the
UK Revolving Commitments at such time or, as the case may be, of all Domestic
Revolving Loans and Swing Line Loans then outstanding and, the Domestic
Revolving Commitments at such time; (ii) subject to clause (iii), each Letter of
Credit shall have an expiry date occurring not later than 26 months after such
Letter of Credit's date of issuance, provided that, subject to clause (iii), any
Letter of Credit may be automatically extendable for periods of up to one year
so long as such Letter of Credit provides that the respective Facing Agent
retains an option, satisfactory to such Facing Agent, to terminate such further
automatic extension within a specified period of time prior to each scheduled
extension date; (iii) no Letter of Credit shall have an expiry date occurring
later than 364 days after the Revolver Termination Date, provided that, on or
before the Revolver Termination Date, Borrower shall have complied with Section
2.10(b)(ii)(C) with respect to all outstanding Letters of Credit with any expiry
date occurring after the Revolver Termination Date; (iv) each Letter of Credit
shall be denominated in Dollars or, in the case of Letters of Credit for UK
Borrower, an Alternative Currency and be payable on a sight basis; and (v) no
Facing Agent will issue any Letter of Credit after it has received written
notice from the applicable Borrower or the Required Lenders stating that an
Event of Default or Unmatured Event of Default exists until such time as Facing
Agent shall have received a written notice of (x) rescission of such notice from
the party or parties originally delivering the same or (y) a waiver of such
Event of Default or Unmatured Event of Default by the Required Lenders (or all
the Lenders to the extent required by Section 12.1).

                      (B) Notwithstanding the foregoing, in the event a Lender
Default exists, no Facing Agent shall be required to issue any Letter of Credit
unless the respective Facing Agent has entered into arrangements satisfactory to
it and the applicable Borrower to eliminate such Facing Agent's risk with
respect to the participation in Letters of Credit of the Defaulting Lender or
Lenders, including by cash collateralizing such Defaulting Lender or Lenders'
applicable UK Revolver Pro Rata Share or Domestic Revolver Pro Rata Share, as
the case may be, of the applicable LC Obligations.

                      (C) With respect to any Letter of Credit having an
expiration date occurring later than the Revolver Termination Date, (i) each
such Letter of Credit shall be replaced and there shall be delivered to the
Facing Agent, on or prior to the Revolver Termination Date, a writing (to
include a SWIFT message) signed or otherwise authenticated by the beneficiary
named therein agreeing to the cancellation of such Letter of Credit or (ii) the
applicable Borrower shall have, not later than ten (10) Business Days prior to
the Revolver Termination Date, secured its obligations under such Letter of
Credit with a back-to-back letter of credit that is in an amount equal to the
face amount of such Letter of Credit, in form and




                                       63
<PAGE>

substance, and issued by a financial institution, acceptable to Administrative
Agent and Facing Agent in their sole discretion. The obligations of each LC
Participant with respect to such Letter of Credit shall terminate upon
compliance with the foregoing.

                  (c) LETTER OF CREDIT REQUESTS; NOTICES OF ISSUANCE. Whenever
it desires that a Letter of Credit be issued, the applicable Borrower shall give
Administrative Agent and the respective Facing Agent written notice thereof
prior to 1:00 p.m. (New York City time) at least two Business Days (or such
shorter period as may be acceptable to such Facing Agent) prior to the proposed
date of issuance (which shall be a Business Day) which written notice shall be
in the form of Exhibit 2.10(c) (each a "Letter of Credit Request") such Letter
of Credit Request may be submitted via facsimile and such Facing Agent shall
give Administrative Agent prompt notice of such Letter of Credit Request).
Unless otherwise specified, all Letters of Credit will be governed by the
Uniform Customs and Practices for Documentary Credit Operations as in effect on
the date of issuance of such Letter of Credit. Each Facing Agent shall, promptly
after the issuance of or amendment or modification to a Letter of Credit, give
Administrative Agent and the applicable Borrower written notice of the issuance,
amendment or modification of such Letter of Credit, accompanied by a copy of
such issuance, amendment or modification. Promptly upon receipt of such notice,
Administrative Agent shall give each UK Revolving Lender or Domestic Revolving
Lender, as applicable, written notice of such issuance, amendment or
modification, and if so requested by any UK Revolving Lender or Domestic
Revolving Lender, Administrative Agent shall provide such UK Revolving Lender or
Domestic Revolving Lender, as applicable, with copies of such issuance,
amendment or modification.

                  (d) AGREEMENT TO REPAY LETTER OF CREDIT PAYMENTS.

                      (i) Borrowers (other than Canadian Borrowers) hereby agree
to reimburse the respective Facing Agent, by making payment to Administrative
Agent in the Applicable Currency in immediately available funds at the Payment
Office, for any payment or disbursement made by such Facing Agent under and in
accordance with any Letter of Credit (each such amount so paid or disbursed
until reimbursed, an "Unpaid Drawing"), no later than one Business Day or, in
the case of Alternative Currency, the second Business Day, after the date on
which any Borrower receives notice of such payment or disbursement, with
interest on the amount so paid or disbursed by such Facing Agent, to the extent
not reimbursed prior to 2:00 p.m. (New York City time) on the date of such
payment or disbursement, from and including the date paid or disbursed to but
excluding the date such Facing Agent is reimbursed therefor by Borrowers at a
rate per annum which shall be the Base Rate in effect from time to time plus the
Applicable Base Rate Margin or, if in an Alternative Currency, the Eurocurrency
Rate in effect from time to time plus the Applicable Eurocurrency Margin plus an
additional 1%; provided, however, to the extent such amounts are not reimbursed
prior to 2:00 p.m. (New York City time) on the fifth Business Day following such
payment or disbursement, interest shall thereafter accrue on the amounts so paid
or disbursed by such Facing Agent (and until reimbursed by such Borrowers) at a
rate per annum which shall be the Base Rate in effect from time to time plus the
Applicable Base Rate Margin (plus an additional 2% per annum or, if an
Alternative Currency, the Eurocurrency Rate in effect from time to time plus the
Applicable Eurocurrency Margin plus an additional 2% per annum), such interest
also to be payable on demand. The respective Facing Agent shall give Borrowers
prompt notice of each Drawing under any Letter of Credit, provided




                                       64
<PAGE>

that, the failure to give any such notice shall in no way affect, impair or
diminish Borrowers' obligations hereunder.

                      (ii) The Obligations of Borrowers (other than Canadian
Borrowers) under this Section 2.10(d) to reimburse the respective Facing Agent
with respect to drawings on Letters of Credit (each, a "Drawing") (including, in
each case, interest thereon) shall be absolute and unconditional under any and
all circumstances and irrespective of any setoff, counterclaim or defense to
payment which any Borrower may have or have had against any Facing Agent, Agent
or any Lender (including in its capacity as issuer of the Letter of Credit or as
LC Participant), or any non-application or misapplication by the beneficiary of
the proceeds of such Drawing, the respective Facing Agent's only obligation to
Borrowers being to confirm that any documents required to be delivered under
such Letter of Credit appear to have been delivered and that they appear
strictly to comply on their face with the requirements of such Letter of Credit.
Any action taken or omitted to be taken by any Facing Agent under or in
connection with any Letter of Credit if taken or omitted in the absence of gross
negligence or willful misconduct as determined by a final and non-appealable
judgment rendered by a court of competent jurisdiction, shall not create for
such Facing Agent any resulting liability to any Borrower; provided, however,
that any action taken or omitted by such Facing Agent shall in all events comply
with the standard of practice of financial institutions that regularly issue
letters of credit

                  (e) LETTER OF CREDIT PARTICIPATIONS. Immediately upon the
issuance by any Facing Agent of any Letter of Credit, such Facing Agent shall be
deemed to have sold and transferred to each UK Revolving Lender or Domestic
Revolving Lender, as applicable, other than such Facing Agent (each such Lender,
in its capacity under this Section 2.10(e), a "LC Participant"), and each such
LC Participant shall be deemed irrevocably and unconditionally to have purchased
and received from such Facing Agent, without recourse or warranty, an undivided
interest and participation, to the extent of such UK Revolving Lender's UK
Revolver Pro Rata Share or Domestic Revolving Lender's Domestic Revolver Pro
Rata Share in such Letter of Credit, each substitute Letter of Credit, each
Drawing made thereunder and the obligations of Borrowers (other than Canadian
Borrowers) under this Agreement with respect thereto (although Letter of Credit
fees shall be payable directly to Administrative Agent for the account of the UK
Revolving Lenders or the Domestic Revolving Lenders, as applicable, as provided
in Section 2.10(g) and the LC Participants shall have no right to receive any
portion of the facing fees), and any security therefor or guaranty pertaining
thereto. Upon any change in the UK Revolving Commitments of the UK Revolving
Lenders or the Domestic Revolving Commitments of the Domestic Revolving Lenders,
as applicable, it is hereby agreed that, with respect to all outstanding Letters
of Credit and Unpaid Drawings relating to Letters of Credit, there shall be an
automatic adjustment pursuant to this Section 2.10(e) to reflect the new UK
Revolver Pro Rata Share or new Domestic Revolver Pro Rata Share, as applicable,
of the assignor and assignee Lender or of all Lenders with UK Revolving
Commitments or Domestic Revolving Commitments, as the case may be. In
determining whether to pay under any Letter of Credit, such Facing Agent shall
have no obligation relative to the LC Participants other than to confirm that
any documents required to be delivered under such Letter of Credit appear to
have been delivered and that they appear to comply on their face with the
requirements of such Letter of Credit. Any action taken or omitted to be taken
by any Facing Agent under or in connection with any Letter of Credit issued by
it if taken or omitted in the absence of gross negligence or willful misconduct
as determined by a final and non-appealable judgment rendered by a court of





                                       65
<PAGE>

competent jurisdiction, shall not create for such Facing Agent any resulting
liability to any Borrower or any Lender.

                  (f) DRAWS UPON LETTER OF CREDIT; REIMBURSEMENT OBLIGATIONS. In
the event that any Facing Agent makes any payment under any Letter of Credit
issued by it and Borrowers shall not have reimbursed such amount in full to such
Facing Agent pursuant to Section 2.10(d), such Facing Agent shall promptly
notify Administrative Agent, and Administrative Agent shall promptly notify each
LC Participant of such failure, and each such LC Participant shall, within three
Business Days of such notice, promptly and unconditionally pay to Administrative
Agent for the account of such Facing Agent, the amount of such LC Participant's
applicable UK Revolver Pro Rata Share or Domestic Revolver Pro Rata Share, as
applicable, of such payment in Dollars or, if in an Alternative Currency, in
such Alternative Currency and in same day funds; provided, however, that no LC
Participant shall be obligated to pay to Administrative Agent its applicable UK
Revolver Pro Rata Share or Domestic Revolver Pro Rata Share, as applicable, of
such unreimbursed amount for any wrongful payment made by such Facing Agent
under a Letter of Credit issued by it as a result of acts or omissions
constituting willful misconduct or gross negligence as determined by a final and
non-appealable judgment rendered by a court of competent jurisdiction on the
part of such Facing Agent. If Administrative Agent so notifies any LC
Participant required to fund a payment under a Letter of Credit prior to 11:00
a.m. (New York City time) on any Business Day, such LC Participant shall make
available to the Administrative Agent for the account of the respective Facing
Agent such LC Participant's applicable UK Revolver Pro Rata Share or Domestic
Revolver Pro Rata Share, as applicable, of the amount of such payment on the
next Business Day in same day funds. If and to the extent such LC Participant
shall not have so made its applicable UK Revolver Pro Rata Share or Domestic
Revolver Pro Rata Share, as applicable, of the amount of such payment available
to Administrative Agent for the account of the respective Facing Agent, such LC
Participant agrees to pay to Administrative Agent for the account of such Facing
Agent, forthwith on demand such amount, together with interest thereon, for each
day from such date until the date such amount is paid to Administrative Agent
for the account of such Facing Agent at the overnight Federal Funds Rate. The
failure of any LC Participant to make available to Administrative Agent for the
account of the respective Facing Agent its applicable UK Revolver Pro Rata Share
or Domestic Revolver Pro Rata Share, as applicable, of any payment under any
Letter of Credit issued by it shall not relieve any other LC Participant of its
obligation hereunder to make available to Administrative Agent for the account
of such Facing Agent its applicable UK Revolver Pro Rata Share or Domestic
Revolver Pro Rata Share, as applicable, of any payment under any such Letter of
Credit on the day required, as specified above, but no LC Participant shall be
responsible for the failure of any other LC Participant to make available to
Agent for the account of such Facing Agent such other LC Participant's
applicable UK Revolver Pro Rata Share or Domestic Revolver Pro Rata Share, as
applicable, of any such payment.

                      (i) Whenever any Facing Agent receives a payment of a
reimbursement obligation as to which Administrative Agent has received for the
account of such Facing Agent any payments from the LC Participants pursuant to
this Section 2.10(f), such Facing Agent shall pay to Administrative Agent and
Administrative Agent shall pay to each LC Participant which has paid its UK
Revolver Pro Rata Share or Domestic Revolver Pro Rata Share, as applicable,
thereof, in Dollars or if an Alternative Currency, in such Alternative Currency
and in same day funds, an amount equal to such LC Participant's UK Revolver Pro





                                       66
<PAGE>

Rata Share or Domestic Revolver Pro Rata Share, as applicable, of the principal
amount of such reimbursement obligation and interest thereon accruing after the
purchase of the respective participations.

                  (ii) The obligations of the LC Participants to make payments
to each Facing Agent with respect to Letters of Credit issued by it shall be
irrevocable and not subject to any qualification or exception whatsoever and
shall be made in accordance with the terms and conditions of this Agreement
under all circumstances, including, without limitation, any of the following
circumstances:

                      (A) any lack of validity or enforceability of this
Agreement or any of the other Loan Documents;

                      (B) the existence of any claim, setoff, defense or other
right which any Borrower or any of its Subsidiaries may have at any time against
a beneficiary named in a Letter of Credit, any transferee of any Letter of
Credit (or any Person for whom any such transferee may be acting),
Administrative Agent, any LC Participant, or any other Person, whether in
connection with this Agreement, any Letter of Credit, the transactions
contemplated herein or any unrelated transactions (including any underlying
transaction between any Borrower and the beneficiary named in any such Letter of
Credit);

                      (C) any draft, certificate or any other document presented
under any Letter of Credit proving to be forged, fraudulent, invalid or
insufficient in any respect to any statement therein being untrue or inaccurate
in any respect;

                      (D) the surrender or impairment of any security for the
performance or observance of any of the terms of any of the Loan Documents; or

                      (E) the occurrence of any Event of Default or Unmatured
Event of Default.

         (g) FEES FOR LETTERS OF CREDIT.

                  (i) Facing Agent Fees. Borrowers (other than Canadian
Borrowers) agree to pay in the Applicable Currency the following amount to
Facing Agent with respect to the Letters of Credit issued by it for the account
of any Borrower:

                      (A) with respect to payments made under any Letter of
Credit, interest, payable on demand, on the amount paid by Facing Agent in
respect of each such payment from the date of the payments through the date such
amount is reimbursed by Borrowers (including any such reimbursement out of the
proceeds of UK Revolving Loans or Domestic Revolving Loans, as the case may be)
at a rate determined in accordance with the terms of Section 2.10(d)(i);

                      (B) with respect to the issuance or amendment of each
Letter of Credit and each payment made thereunder, documentary and processing
charges in accordance with Facing Agent's standard schedule for such charges in
effect at the time of such issuance, amendment, transfer or payment, as the case
may be; and



                                       67
<PAGE>

                      (C) a facing fee equal to one-eighth of 1% per annum of
outstanding LC Obligations payable in arrears on each Quarterly Payment Date and
on the Revolver Termination Date and thereafter, on demand together with
customary issuance and payment charges, provided that, a minimum fee of $500.00
per annum shall be payable per Letter of Credit and provided further that such
facing fee shall be computed on a daily basis from the first day of issuance of
each Letter of Credit and on the basis of actual number of days elapsed over a
year of 360 days.

                  (ii) Participating Lender Fees. Borrowers (other than Canadian
Borrowers) agree to pay in the Applicable Currency to Administrative Agent for
distribution to each participating Lender in respect of all Letters of Credit
outstanding such Lender's UK Revolver Pro Rata Share or Domestic Revolver Pro
Rata Share, as applicable, of a commission equal to the then Applicable
Eurocurrency Margin for UK Revolving Loans or Domestic Revolving Loans, as
applicable with respect to the Effective Amount of such outstanding Letters of
Credit (the "LC Commission"), payable in arrears on and through each Quarterly
Payment Date, on the Revolver Termination Date and thereafter, on demand. The LC
Commission shall be computed on a daily basis from the first day of issuance of
each Letter of Credit and on the basis of the actual number of days elapsed over
a year of 360 days.

                  Promptly upon receipt by Facing Agent or Administrative Agent
of any amount described in clause (i)(A) or (ii) of this Section 2.10(g), Facing
Agent or Administrative Agent shall distribute to each Lender that has
reimbursed Facing Agent in accordance with Section 2.10(d) its UK Revolver Pro
Rata Share or Domestic Revolver Pro Rata Share, as applicable, of such amount.
Amounts payable under clause (i)(B) and (C) of this Section 2.10(g) shall be
paid directly to Facing Agent.

         (h) INDEMNIFICATION. In addition to amounts payable as elsewhere
provided in this Agreement, Borrowers (other than Canadian Borrowers) hereby
agree to protect, indemnify, pay and hold each Facing Agent harmless from and
against any and all claims, demands, liabilities, damages, losses, costs,
charges and expenses (including reasonable attorneys' fees) (other than for
taxes, which shall be governed by Section 4.7 and Section 12.4(a)) which Facing
Agent may incur or be subject to as a consequence, direct or indirect, of (i)
the issuance of the Letters of Credit, other than as a result of the gross
negligence or willful misconduct as determined by a final and non-appealable
judgment rendered by a court of competent jurisdiction of Facing Agent or (ii)
the failure of Facing Agent to honor a Drawing under any Letter of Credit as a
result of any act or omission, whether rightful or wrongful, of any present or
future de jure or de facto government or Governmental Authority (all such acts
or omissions herein called "Government Acts"). As between Borrowers and Facing
Agent, Borrowers (other than Canadian Borrowers) assume all risks of the acts
and omissions of, or misuse of the Letters of Credit issued by Facing Agent by,
the respective beneficiaries of such Letters of Credit. In furtherance and not
in limitation of the foregoing, Facing Agent shall not be responsible for: (i)
the form, validity, sufficiency, accuracy, genuineness or legal effect of any
document submitted by any party in connection with the application for and
issuance of or any Drawing under such Letters of Credit, even if it should in
fact prove to be in any or all respects invalid, insufficient, inaccurate,
fraudulent or forged; (ii) the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign any such Letter of
Credit or the rights or benefits thereunder or proceeds thereof, in whole or in
part, which may prove to




                                       68
<PAGE>

be invalid or ineffective for any reason; (iii) failure of the beneficiary of
any such Letter of Credit to comply fully with conditions required in order to
draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays
in transmission or delivery of any messages, by mail, cable, telegraph, telex or
otherwise, whether or not they be in cipher; (v) errors in interpretation of
technical terms; (vi) any loss or delay in the transmission or otherwise of any
document required in order to make a Drawing under any such Letter of Credit or
of the proceeds thereof; (vii) the misapplication by the beneficiary of any such
Letter of Credit of the proceeds of any Drawing under such Letter of Credit; and
(viii) any consequences arising from causes beyond the control of Facing Agent,
including, without limitation, any Government Acts. None of the above shall
affect, impair, or prevent the vesting of any of Facing Agent's rights or powers
hereunder.

                  In furtherance and extension of, and not in limitation of, the
specific provisions hereinabove set forth, any action taken or omitted by Facing
Agent under or in connection with the Letters of Credit issued by it or the
related certificates, if taken or omitted in good faith, shall not put Facing
Agent under any resulting liability to any Borrower. Notwithstanding anything to
the contrary contained in this Agreement, no Borrower shall have any obligation
to indemnify Facing Agent in respect of any liability incurred by Facing Agent
arising solely out of the gross negligence or willful misconduct of Facing
Agent. The right of indemnification in the first paragraph of this Section
2.10(h) shall not prejudice any rights that any Borrower may otherwise have
against Facing Agent with respect to a Letter of Credit issued hereunder.

                  (i) INCREASED COSTS. If, at any time after the date hereof,
the introduction of or any change in any applicable law, rule, regulation,
order, guideline or request or in the interpretation or administration thereof
by any Governmental Authority charged with the interpretation or administration
thereof, or compliance by Facing Agent or such Lender with any request or
directive by any such authority (whether or not having the force of law or any
change in GAAP) (other than changes with respect to taxes, which shall be
governed by Section 4.7 and Section 12.4(a)), shall either (i) impose, modify or
make applicable any reserve, deposit, capital adequacy or similar requirement
against letters of credit issued by Facing Agent or participated in by any
Lender, or (ii) impose on Facing Agent or any Lender any other conditions
relating, directly or indirectly, to this Agreement or any Letter of Credit; and
the result of any of the foregoing is to increase the cost to Facing Agent or
any Lender of issuing, maintaining or participating in any Letter of Credit, or
reduce the amount of any sum received or receivable by Facing Agent or any
Lender hereunder or reduce the rate of return on its capital with respect to
Letters of Credit, then, upon demand to the applicable Borrower by Facing Agent
or any Lender (a copy of which demand shall be sent by Facing Agent or such
Lender to Administrative Agent), Borrowers (other than Canadian Borrowers) shall
pay to Facing Agent or such Lender such additional amount or amounts as will
compensate such Lender for such increased cost or reduction in the amount
receivable or reduction on the rate of return on its capital. Facing Agent or
any Lender, upon determining that any additional amounts will be payable
pursuant to this Section 2.10(i), will give prompt written notice thereof to
Borrowers, which notice shall include a certificate submitted to Borrowers by
Facing Agent or such Lender (a copy of which certificate shall be sent by Facing
Agent or such Lender to Administrative Agent), setting forth in reasonable
detail the basis for the calculation of such additional amount or amounts
necessary to compensate Facing Agent or such Lender, although failure to give
any such notice shall not release or diminish Borrowers' obligations to pay
additional amounts pursuant to this





                                       69
<PAGE>

Section 2.10(i). The certificate required to be delivered pursuant to this
Section 2.10(i) shall, absent manifest error, be final, conclusive and binding
on Borrowers.

                  (j) OUTSTANDING LETTERS OF CREDIT. The letters of credit set
forth under the caption "Letters of Credit Outstanding on the Original Closing
Date" on Schedule 2.10(j) annexed hereto and made a part hereof were issued
pursuant to the Existing Credit Agreement and which remain outstanding as of the
Initial Borrowing Date (the "Outstanding Letters of Credit"). The Company, each
Facing Agent and each of the Lenders hereby agree with respect to the
Outstanding Letters of Credit that such Outstanding Letters of Credit, for all
purposes under this Agreement shall be deemed to be Letters of Credit governed
by the terms and conditions of this Agreement. Each Lender agrees to participate
in each Outstanding Letter of Credit issued by any Facing Agent in an amount
equal to its UK Revolver Pro Rata Share or Domestic Revolver Pro Rata Share, as
applicable, of the Stated Amount of such Outstanding Letter of Credit.

                                  ARTICLE IIA

                                CANADIAN REVOLVER

         2A.1 THE CANADIAN REVOLVING COMMITMENTS. Each Canadian Revolving
Lender, severally and for itself alone, hereby agrees, on the terms and subject
to the conditions hereinafter set forth and in reliance upon the representations
and warranties set forth herein and in the other Loan Documents, to make loans
to Canadian Borrowers on a revolving basis, including by means of B/As or B/A
Equivalent Loans, from time to time during the Canadian Commitment Period in an
amount not to exceed its Canadian Revolver Pro Rata Share of the Total Available
Canadian Revolving Commitment (each such loan by any Lender, a "Canadian
Revolving Loan" and collectively, the "Canadian Revolving Loans"). The Canadian
Revolving Loans (i) shall be denominated in either Canadian Dollars or Dollars
and (ii) if made on the Initial Borrowing Date shall be made as Canadian Prime
Rate Loans or Base Rate Loans. Except as hereinafter provided, Canadian
Revolving Loans may, at the option of Canadian Borrowers, be maintained as
and/or converted into Canadian Prime Rate Loans or B/A Loans in the case of
Canadian Revolving Loans denominated in Canadian Dollars and into Base Rate
Loans or Eurocurrency Loans in the case of Canadian Revolving Loans denominated
in Dollars. All Canadian Revolving Loans comprising the same Borrowing hereunder
shall be made by the Canadian Revolving Lenders simultaneously and in proportion
to their respective Canadian Revolving Commitments. Prior to the Canadian
Revolver Termination Date, Canadian Revolving Loans may be repaid and reborrowed
by Canadian Borrowers in accordance with the provisions hereof and, except as
otherwise specifically provided in Section 3.6, all Canadian Revolving Loans
comprising the same Borrowing shall at all times be of the same Type.

         2A.2 NOTES.

                  (a) EVIDENCE OF INDEBTEDNESS. At the request of any Canadian
Revolving Lender, each Canadian Borrower's obligation to pay the principal of
and interest on all the Canadian Revolving Loans (other than B/As) made to it by
each Canadian Revolving Lender shall be evidenced by a promissory note (each, a
"Canadian Revolving Note" and, collectively, the "Canadian Revolving Notes")
duly executed and delivered by such Canadian Borrower


                                       70
<PAGE>

substantially in the form of Exhibit 2A.2(a) hereto, with blanks appropriately
completed in conformity herewith.

                  (b) NOTATION OF PAYMENTS. Each Canadian Revolving Lender will
note on its internal records the amount of each Canadian Revolving Loan made by
it and each payment in respect thereof and will, prior to any transfer of its
Canadian Revolving Note, endorse on the reverse side thereof the outstanding
principal amount of Canadian Revolving Loans evidenced thereby. Failure to make
any such notation shall not affect either Canadian Borrower's or any guarantor's
obligations hereunder or under the other applicable Loan Documents in respect of
such Canadian Revolving Loans.

         2A.3 MINIMUM AMOUNT OF EACH BORROWING; MAXIMUM NUMBER OF BORROWINGS.
The aggregate principal amount of each Borrowing by any Canadian Borrower
hereunder shall be not less than the Minimum Borrowing Amount and, if greater,
shall be in the Minimum Borrowing Multiple (or, if greater than the Minimum
Borrowing Amount but less than the Minimum Borrowing Multiple, the then Total
Available Canadian Revolving Commitment). More than one Borrowing may be
incurred on any date.

         2A.4 BORROWING OPTIONS. The Canadian Revolving Loans shall, at the
option of the applicable Canadian Borrower except as otherwise provided in this
Agreement, be (a) in the case of Canadian Revolving Loans denominated in
Canadian Dollars (i) Canadian Prime Rate Loans, (ii) B/A Loans, or (iii) part
Canadian Prime Rate Loans and part B/A Loans and (b) in the case of Canadian
Revolving Loans denominated in Dollars (i) Base Rate Loans, (ii) Eurocurrency
Loans or (iii) part Base Rate Loans and part Eurocurrency Loans, provided that,
(x) all Canadian Revolving Loans made by the Canadian Revolving Lenders pursuant
to the same Borrowing shall, unless otherwise specifically provided herein,
consist entirely of Canadian Revolving Loans of the same Type and (y) except as
permitted by Canadian Administrative Agent in its sole discretion, no
incurrences or conversions into, Canadian Revolving Loans maintained as B/A
Loans may be effected prior to the earlier of (1) the 90th day after the Initial
Borrowing Date and (2) the Syndication Date. As to any Eurocurrency Loan, any
Canadian Revolving Lender may, if it so elects, fulfill its commitment by
causing a foreign branch or affiliate to make or continue such Loan provided
that in such event that Lender's Loan shall, for purposes of this Agreement,
shall be considered to have been made by that Lender and the obligation of the
applicable Canadian Borrower to repay that Lender's Loan shall be to that Lender
and shall be held by that Lender for the account of such branch or affiliate.

         2A.5 NOTICE OF CANADIAN BORROWING. Whenever a Canadian Borrower desires
to make a Borrowing of any Canadian Revolving Loan hereunder, Company and such
Canadian Borrower shall give Canadian Administrative Agent at its office located
at 222 Bay Street, Suite 1100, P.O. Box 64, Toronto, Ontario, Canada M5K1H6 (or
such other address as the Canadian Administrative Agent may hereafter designate
in writing to the parties hereto) (the "Canadian Notice Address") at least one
Business Day's prior written notice (or telephonic notice promptly confirmed in
writing), given not later than 12:00 p.m. (New York City time) of each Base Rate
Loan, B/A Loan or Canadian Prime Rate Loan and at least three Business Days'
prior written notice (or telephonic notice promptly confirmed in writing), given
not later than 12:00 p.m. (New York City time), of each Eurocurrency Loan to be
made hereunder; provided, however, that a Notice of Canadian Borrowing with
respect to Borrowings to be made on the date hereof




                                       71
<PAGE>

may, at the discretion of Canadian Administrative Agent, be delivered later than
the time specified above but, in any event, shall be delivered at least one
Business Day prior to the making of such Borrowings. Each such notice (each a
"Notice of Canadian Borrowing"), which shall be in the form of Exhibit 2A.5
hereto, shall be irrevocable, shall be deemed a representation by Company and
the applicable Canadian Borrower that all conditions precedent to such Borrowing
have been satisfied and shall specify (i) the aggregate principal amount of the
Loans to be made pursuant to such Borrowing, (ii) the date of Borrowing (which
shall be a Business Day), and (iii) whether the Loans being made pursuant to
such Borrowing are to be Base Rate Loans, Eurocurrency Loans, Canadian Prime
Rate Loans or B/A Loans, and with respect to B/A Loans, the Contract Period to
be applicable thereto. Canadian Administrative Agent shall as promptly as
practicable give each Canadian Revolving Lender written or telephonic notice
(promptly confirmed in writing) of each proposed Borrowing, of such Canadian
Revolving Lender's Canadian Revolver Pro Rata Share thereof and of the other
matters covered by the Notice of Canadian Borrowing. Without in any way limiting
Company's and each Canadian Borrower's obligation to confirm in writing any
telephonic notice, Canadian Administrative Agent may act without liability upon
the basis of telephonic notice believed by Canadian Administrative Agent in good
faith to be from a Responsible Officer of Company and each Canadian Borrower
prior to receipt of written confirmation. Canadian Administrative Agent's
records shall, absent manifest error, be final, conclusive and binding on each
Canadian Borrower with respect to evidence of the terms of such telephonic
Notice of Canadian Borrowing. Each Canadian Borrower hereby agrees not to
dispute the Canadian Administrative Agent's or DB's record of the time of
telephonic notice.

         2A.6 CONVERSION OR CONTINUATION. Subject to Section 2A.4, a Canadian
Borrower may elect (i) on any Business Day to convert Canadian Prime Rate Loans
or any portion thereof to B/A Loans and (ii) at the end of any Contract Period
with respect thereto, to convert B/A Loans or any portion thereof into Canadian
Prime Rate Loans or continue such B/A Loans or any portion thereof for an
additional Contract Period; provided, however, that the aggregate principal
amount of the B/A Loans for each Contract Period therefor must be in the Minimum
Borrowing Amount or, if greater, the Minimum Borrowing Multiple. A Canadian
Borrower may elect (i) on any Business Day occurring after the earlier of (a)
the 90th day after the Initial Borrowing Date and (b) the Syndication Date to
convert Base Rate Loans to Eurocurrency Loans, and (ii) at the end of any
Interest Period, to convert Eurocurrency Loans into Base Rate Loans or to
continue such Eurocurrency Loans for an additional Interest Period; provided,
however, that the aggregate principal amount of the Eurocurrency Loans for each
Interest Period therefore, must be in an aggregate principal amount equal to the
Minimum Borrowing Amount for Eurocurrency Loans or Minimum Borrowing Multiples
in excess thereof. Each such election shall be in substantially the form of
Exhibit 2A.6 hereto (a "Notice of Canadian Conversion or Continuation") and
shall be made by giving Canadian Administrative Agent at least three Business
Days prior written notice thereof to the Canadian Notice Address given not later
than 12:00 p.m. (New York City time), specifying (i) the amount and type of
conversion or continuation, (ii) in the case of a conversion to or a
continuation of B/A Loans, the Contract Period therefor, (iii) in the case of a
conversion to or a continuation of Eurocurrency Loans, the Interest Period
therefore, and (iv) in the case of a conversion, the date of conversion (which
date shall be a Business Day). Notwithstanding the foregoing, no conversion in
whole or in part of Canadian Prime Rate Loans to B/A Loans, no continuation in
whole or in part of B/A Loans upon the expiration of the Contract Period
therefore, no conversion in whole or in part of Base Rate Loans to Eurocurrency





                                       72
<PAGE>

Loans, and no continuation in whole or in part of Eurocurrency Loans upon the
expiration of the Interest Period therefor, shall be permitted at any time at
which an Unmatured Event of Default or an Event of Default shall have occurred
and be continuing. If, within the time period required under the terms of this
Section 2A.6, Canadian Administrative Agent does not receive a Notice of
Canadian Conversion or Continuation from a Canadian Borrower containing a
permitted election to continue any B/A Loans for an additional Contract Period,
to continue any Eurocurrency Loans for an additional Interest Period, or to
convert any such Loans, then, upon the expiration of the Contract Period or
Interest Period, therefor, as applicable, such Loans will be automatically
converted to Canadian Prime Rate Loans or Base Rate Loans, as the case may be.
Each Notice of Canadian Conversion or Continuation shall be irrevocable

         2A.7 DISBURSEMENT OF FUNDS. No later than 12:00 p.m. (local time at the
place of funding) on the date specified in each Notice of Canadian Borrowing,
each Canadian Revolving Lender will make available its Canadian Revolver Pro
Rata Share of Canadian Revolving Loans of the Borrowing requested to be made on
such date in Canadian Dollars or Dollars, as applicable, and in immediately
available funds, at the Canadian Payment Office and Canadian Administrative
Agent will make available to the applicable Canadian Borrower at its Canadian
Payment Office the aggregate of the amounts so made available by the Lenders not
later than 2:00 p.m. (local time in the place of payment). Unless Canadian
Administrative Agent shall have been notified by any such Lender at least one
Business Day prior to the date of Borrowing that such Lender does not intend to
make available to Canadian Administrative Agent such Lender's portion of the
Borrowing to be made on such date, Canadian Administrative Agent may assume that
such Lender has made such amount available to Canadian Administrative Agent on
such date of Borrowing and Canadian Administrative Agent may, but shall not be
required to, in reliance upon such assumption, make available to the applicable
Canadian Borrower a corresponding amount. If such corresponding amount is not in
fact made available to Canadian Administrative Agent by such Lender on the date
of Borrowing, Canadian Administrative Agent shall be entitled to recover such
corresponding amount on demand from such Lender. If such Lender does not pay
such corresponding amount forthwith upon Canadian Administrative Agent's demand
therefor, Canadian Administrative Agent shall promptly notify the applicable
Canadian Borrower and, if so notified, such Canadian Borrower shall immediately
pay such corresponding amount to Canadian Administrative Agent. Canadian
Administrative Agent shall also be entitled to recover from such Canadian
Borrower interest on such corresponding amount in respect of each day from the
date such corresponding amount was made available by Canadian Administrative
Agent to such Canadian Borrower to the date such corresponding amount is
recovered by Canadian Administrative Agent, at a rate per annum equal to the
rate for Canadian Prime Rate Loans, Base Rate Loans, Eurocurrency Loans or B/A
Loans, as the case may be, applicable during the period in question; provided,
however, that any interest paid to Canadian Administrative Agent in respect of
such corresponding amount shall be credited against interest payable by such
Canadian Borrower to such Lender under Section 3.1 in respect of such
corresponding amount. Any amount due hereunder to Canadian Administrative Agent
from any Lender which is not paid when due shall bear interest payable by such
Lender, from the date due until the date paid, at the Federal Funds Rate for
amounts in Dollars for the first three days after the date such amount is due
and thereafter at the Federal Funds Rate plus 1%, and for amounts in Canadian
Dollars at the Bank of Canada Bank Rate for the first three days after the date
such amount is due and thereafter at the Bank of Canada Bank Rate plus 1%,
together with Canadian Administrative Agent's standard interbank processing fee.
Further, such Lender shall be deemed




                                       73
<PAGE>

to have assigned any and all payments made of principal and interest on its
Loans, and any other amounts due to it hereunder first to Canadian
Administrative Agent to fund any outstanding Loans made available on behalf of
such Lender by Canadian Administrative Agent pursuant to this Section 2A.7 until
such Loans have been funded (as a result of such assignment or otherwise) and
then to fund Loans of all Lenders other than such Lender until each Lender has
outstanding Loans equal to its Canadian Revolver Pro Rata Share of all Canadian
Revolving Loans (as a result of such assignment or otherwise). Such Lender shall
not have recourse against the applicable Canadian Borrower with respect to any
amounts paid to Canadian Administrative Agent or any Lender with respect to the
preceding sentence, provided that, such Lender shall have full recourse against
the applicable Canadian Borrower to the extent of the amount of such Loans it
has so been deemed to have made. Nothing herein shall be deemed to relieve any
Lender from its obligation to fulfill its Canadian Revolving Commitment
hereunder or to prejudice any rights which either Canadian Borrower may have
against the Lender as a result of any default by such Lender hereunder.

         2A.8 PRO RATA BORROWINGS. All Borrowings of Canadian Revolving Loans
under this Agreement shall be loaned by the Canadian Revolving Lenders pro rata
on the basis of their Canadian Revolving Commitments. No Lender shall be
responsible for any default by any other Lender in its obligation to make Loans
hereunder and each Lender shall be obligated to make the Loans provided to be
made by it hereunder, regardless of the failure of any other Lender to fulfill
its Canadian Revolving Commitment hereunder.

         2A.9 BANKERS' ACCEPTANCES. (a) Subject to the terms and conditions of
this Agreement, each Canadian Borrower may request a Canadian Revolving Loan
denominated in Canadian Dollars by presenting drafts for acceptance and, if
applicable, purchase as B/A's by the Canadian Revolving Lenders.

                  (b) No Contract Period with respect to a B/A Loan shall extend
beyond the Canadian Revolver Termination Date. All B/A's and B/A Loans shall be
denominated in Canadian Dollars.

                  (c) To facilitate availment of B/A Loans, each Canadian
Borrower hereby appoints each Canadian Revolving Lender as its attorney to sign
and endorse on its behalf (in accordance with a Notice of Canadian Borrowing or
Notice of Canadian Conversion or Continuation relating to a B/A Loan pursuant to
Section 2A.5 or Section 2A.6), in handwriting or by facsimile or mechanical
signature as and when deemed necessary by such Canadian Revolving Lender, blank
drafts in the form requested by such Canadian Revolving Lender. In this respect,
it is each Canadian Revolving Lender's responsibility to maintain an adequate
supply of blank drafts for acceptance under this Agreement. Each Canadian
Borrower recognizes and agrees that all drafts signed and/or endorsed by a
Canadian Revolving Lender on behalf of such Canadian Borrower shall bind such
Canadian Borrower as fully and effectually as if signed in the handwriting of
and duly issued by the proper signing officers of such Canadian Borrower. Each
Canadian Revolving Lender is hereby authorized (in accordance with a Notice of
Canadian Borrowing or Notice of Canadian Conversion or Continuation relating to
a B/A Loan) to issue such B/A's endorsed in blank in such face amounts as may be
determined by such Canadian Revolving Lender, provided that, the aggregate
amount thereof is equal to the aggregate amount of drafts required to be
accepted and purchased by such Canadian Revolving




                                       74
<PAGE>

Lender. No Canadian Revolving Lender shall be liable for any damage, loss or
other claim arising by reason of any loss or improper use of any such instrument
except for the gross negligence or willful misconduct of the Canadian Revolving
Lender or its officers, employees, agents or representatives. Each Canadian
Revolving Lender shall maintain a record, which shall be made available to each
Canadian Borrower upon its request, with respect to drafts (i) received by it in
blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased
by it hereunder, and (iv) canceled at their respective maturities. On request by
or on behalf of each Canadian Borrower, a Canadian Revolving Lender shall cancel
all forms of B/A's which have been pre-signed or pre-endorsed on behalf of such
Canadian Borrower and that are held by such Canadian Revolving Lender and are
not required to be issued in accordance with such Canadian Borrower's
irrevocable notice. Each Canadian Borrower, jointly and severally, agrees that,
at the request of Canadian Administrative Agent, such Canadian Borrower shall
deliver to Canadian Administrative Agent a "depository note" which complies with
the requirements of the Depository Bills and Notes Act (Canada), and consents to
the deposit of any such depository note in the book-based debt clearance system
maintained by the Canadian Depository for Securities.

                  (d) Drafts of each Canadian Borrower to be accepted as B/A's
hereunder shall be signed as set forth in this Section 2A.9. Notwithstanding
that any Person whose signature appears on any B/A may no longer be an
authorized signatory for any Lender or the applicable Canadian Borrower at the
date of issuance of a B/A, such signature shall nevertheless be valid and
sufficient for all purposes as if such authority had remained in force at the
time of such issuance and any such B/A so signed shall be binding on such
Canadian Borrower.

                  (e) Promptly following the receipt of a Notice of Canadian
Borrowing or Notice of Canadian Conversion or Continuation specifying a Canadian
Revolving Loan by way of B/A's, Canadian Administrative Agent shall so advise
the Canadian Revolving Lenders and shall advise each Canadian Revolving Lender
of the aggregate face amount of the B/A's to be accepted by it and the
applicable Contract Period (which shall be identical for all Canadian Revolving
Lenders). In the case of Canadian Revolving Loans comprised of B/A Loans, the
aggregate face amount of the B/A's to be accepted by a Canadian Revolving Lender
shall be in a minimum aggregate amount of Cdn.$100,000 and shall be a whole
multiple of Cdn.$100,000, and such face amount shall be in the Canadian
Revolving Lenders' pro rata portions of such Canadian Revolving Loan, provided
that, the Canadian Administrative Agent may in its sole discretion increase or
reduce any Canadian Revolving Lender's portion of such B/A Loan to the nearest
Cdn.$100,000.

                  (f) Each Canadian Borrower may specify in a Notice of Canadian
Borrowing pursuant to Section 2A.5 or a Notice of Canadian Conversion or
Continuation pursuant to Section 2A.6 that it desires that any B/A's requested
by such notice be purchased by the Canadian Revolving Lenders, in which case the
Canadian Revolving Lenders shall, upon acceptance of a B/A by a Canadian
Revolving Lender, purchase, or arrange for the purchase of, each B/A from such
Canadian Borrower at the Discount Rate for such Canadian Revolving Lender
applicable to such B/A accepted by it and provide to Canadian Administrative
Agent the Discount Proceeds for the account of such Canadian Borrower. The
Acceptance Fee payable by each Canadian Borrower to a Canadian Revolving Lender
under Section 3.1(d) in respect of each




                                       75
<PAGE>

B/A accepted by such Canadian Revolving Lender shall be set off against the
Discount Proceeds payable by such Canadian Revolving Lender under this Section
2A.9.

                  (g) Each Canadian Revolving Lender may at any time and from
time to time hold, sell, rediscount or otherwise dispose of any or all B/A's
accepted and purchased by it.

                  (h) If a Canadian Revolving Lender is not a chartered bank
under the Bank Act (Canada) or if a Canadian Revolving Lender notifies Canadian
Administrative Agent in writing that it is otherwise unable or unwilling to
accept Bankers' Acceptances, such Canadian Revolving Lender will, instead of
accepting and, if applicable, purchasing Bankers' Acceptances, make an advance
(a "B/A Equivalent Loan") to such Canadian Borrower in the amount and for the
same term as the draft that such Canadian Revolving Lender would otherwise have
been required to accept and purchase hereunder. Each such Canadian Revolving
Lender will provide to Canadian Administrative Agent the Discount Proceeds of
such B/A Equivalent Loan for the account of the applicable Canadian Borrower.
Each such B/A Equivalent Loan will bear interest at the same rate that would
result if such Lender had accepted (and been paid an Acceptance Fee) and
purchased (on a discounted basis at the Discount Rate) a Bankers' Acceptance for
the relevant Contract Period (it being the intention of the parties that each
such B/A Equivalent Loan shall have the same economic consequences for the
Lenders and Canadian Borrowers as the Bankers' Acceptance which such B/A
Equivalent Loan replaces). All such interest shall be paid in advance on the
date such B/A Equivalent Loan is made, and will be deducted from the principal
amount of such B/A Equivalent Loan in the same manner in which the Discount
Proceeds of a Bankers' Acceptance would be deducted from the face amount of the
Bankers' Acceptance.

                  (i) Each Canadian Borrower waives presentment for payment and
any other defense to payment of any amounts due to a Canadian Revolving Lender
in respect of a B/A accepted and purchased by it pursuant to this Agreement
which might exist solely by reason of such B/A being held, at the maturity
thereof, by such Canadian Revolving Lender in its own right, and each Canadian
Borrower, jointly and severally, agrees not to claim any days of grace if such
Canadian Revolving Lender, as holder, sues such Canadian Borrower on the B/A for
payment of the amount payable by such Canadian Borrower thereunder. Unless a
Canadian Borrower has requested and Canadian Revolving Lenders have granted a
continuation of such B/A Loan in accordance with the provisions of this
Agreement, on the last day of the Contract Period of a B/A, or such earlier date
as may be required or permitted pursuant to the provisions of this Agreement,
each Canadian Borrower shall pay the Canadian Revolving Lender that has accepted
and purchased such B/A the full face amount of such B/A and, after such payment,
such Canadian Borrower shall have no further liability in respect of such B/A
and such Canadian Revolving Lender shall be entitled to all benefits of, and be
responsible for all payments due to third parties under, such B/A.

                  (j) Except as required by any Canadian Revolving Lender upon
the occurrence of an Event of Default, no B/A Loan may be repaid by any Canadian
Borrower prior to the expiry date of the Contract Period applicable to such B/A
Loan.

                  (k) If, by reason of circumstances affecting the money market
generally, there in no market for B/As (i) the right of Canadian Borrowers to
request a B/A Loan shall be




                                       76
<PAGE>

suspended until the circumstances causing a suspension no longer exist, and (ii)
any Notice of Canadian Borrowing requesting a B/A Loan which is outstanding
shall be deemed to be a Notice of Canadian Borrowing requesting a Canadian Prime
Rate Loan.

         2A.10 CANADIAN LETTERS OF CREDIT. The provisions of Section 2.10 of the
Credit Agreement shall be applied, mutatis mutandis, to Canadian Borrowers and
all such provisions of such Section shall be incorporated herein by reference.
Without limiting the generality of the foregoing, for purposes of this Section
2A.10 (a) references in Section 2.10, and elsewhere in this Credit Agreement, to
"Applicable Base Rate Margin" "Domestic Revolving Lender," "Domestic Revolving
Loans," "Total Domestic Revolving Commitment," "Available Domestic Revolving
Commitment," "Domestic Revolver Pro Rata Share," "Revolver Termination Date,"
"Domestic Letters of Credit," "Company" and "Domestic LC Obligations" shall be
deemed to be references to "Applicable B/A Margin," "Canadian Revolving Lender,"
"Canadian Revolving Loans," "Total Canadian Revolving Commitment," "Available
Canadian Revolving Commitment," "Canadian Revolver Pro Rata Share," "Canadian
Revolver Termination Date," "Canadian Letters of Credit," "Canadian Borrowers"
and "Canadian LC Obligations;" (b) references in Section 2.10 to London or New
York time shall be deemed to be references to Toronto time; (c) the LC Sublimit
shall be Twenty Million Dollars ($20,000,000); (d) Canadian Letters of Credit
may at the option of the Canadian Borrowers be issued in Dollars or Canadian
Dollars and any reference to "Dollars" in this Agreement shall, in respect of
Canadian Letters of Credit, be deemed to be references to "Dollars or Canadian
Dollars, as applicable;" (e) the interest rate applicable to Unpaid Drawings, in
respect of Canadian Letters of Credit denominated in Canadian Dollars shall be
the Canadian Prime Rate, in effect from time to time, plus the Applicable
Canadian Prime Rate Margin; (f) the reference in Section 2.10 to the Federal
Funds Rate shall, with respect to amounts denominated in Canadian Dollars, be
deemed to be a reference to the Bank of Canada Bank Rate. For the purposes of
any Canadian Letter of Credit, references to "(other than Canadian Borrowers)"
in Section 2.10 shall be deemed to be omitted.

                                  ARTICLE III

                                INTEREST AND FEES

         3.1 INTEREST.

                  (a) BASE RATE LOANS. The applicable Borrowers agree to pay
interest in respect of the unpaid principal amount of each Base Rate Loan
applicable to such Borrowers at a rate per annum equal to the Base Rate plus,
(i) in the case of Domestic Revolving Loans, Canadian Revolving Loans
denominated in Dollars, UK Revolving Loans denominated in Dollars, and Term A
Loans, the Applicable Base Rate Margin, (ii) in the case of Term B Loans, the
Applicable Term B Loan Base Rate Margin, and (iii) in the case of Term C Loans,
the Applicable Term C Loan Base Rate Margin, as applicable, from the date the
proceeds thereof are made available to the applicable Borrower (or, if such Base
Rate Loan was converted from a Eurocurrency Loan, the date of such conversion)
until the earlier of (A) the maturity (whether by acceleration or otherwise) of
such Base Rate Loan or (B) the conversion of such Base Rate Loan to a
Eurocurrency Loan pursuant to Section 2.6 or Section 2A.6. For purposes of this
Agreement, the Base Rate with respect to Term B Loans and Term C Loans shall not
be less than



                                       77
<PAGE>

3.25% and 4.25%, respectively (including, without limitation, as such term is
used in the definition of "Default Rate").

                  (b) EUROCURRENCY LOANS. The applicable Borrowers agree to pay
interest in respect of the unpaid principal amount of each Eurocurrency Loan
applicable to such Borrowers at a rate per annum equal to the relevant
Eurocurrency Rate plus, (i) in the case of Domestic Revolving Loans, UK
Revolving Loans, Canadian Revolving Loans denominated in Dollars and Term A
Loans, the Applicable Eurocurrency Margin, (ii) in the case of Term B Loans, the
Applicable Term B Loan Eurocurrency Margin, and, (iii) in the case of Term C
Loans, the Applicable Term C Loan Eurocurrency Margin, as the case may be,
applicable to such Borrowers from the date the proceeds thereof are made
available to the applicable Borrower (or, if such Eurocurrency Loan was
converted from a Base Rate Loan, the date of such conversion) until the earlier
of (A) the maturity (whether by acceleration or otherwise) of such Eurocurrency
Loan or (B) the conversion of such Eurocurrency Loan to a Base Rate Loan
pursuant to Section 2.6 or Section 2A.6. For purposes of this Agreement, the
Eurocurrency Rate with respect to Term B Loans and Term C Loans shall not be
less than 2.00% and 3.00%, respectively.

                  (c) CANADIAN PRIME RATE LOANS. Each Canadian Borrower, jointly
and severally, agrees to pay interest on the unpaid principal amount of each
Canadian Prime Rate Loan at a rate per annum equal to the Canadian Prime Rate
plus the Applicable Canadian Prime Rate Margin from the date the proceeds
thereof are made available to such Canadian Borrower (or in the case of a
conversion of a B/A Loan to a Canadian Prime Rate Loan, the date of such
conversion) until the earlier of (i) the maturity (whether by acceleration or
otherwise) of such Canadian Prime Rate Loan or (ii) the conversion of such
Canadian Prime Rate Loan to a B/A Loan pursuant to Section 2A.6.

                  (d) B/A LOANS. Each Canadian Borrower, jointly and severally,
agrees to pay the Acceptance Fee on the date of acceptance of a draft or making
of a B/A Equivalent Loan as calculated in the definition of "Acceptance Fee".

                  (e) PAYMENT OF INTEREST. Interest on each Loan (other than a
B/A Loan) shall be payable in arrears on each Interest Payment Date; provided,
however, that interest accruing pursuant to Section 3.1(g) shall be payable from
time to time on demand. Interest shall also be payable on all then outstanding
Revolving Loans or Canadian Revolving Loans on the Revolver Termination Date or
Canadian Revolver Termination Date, as applicable, and on all Loans (other than
B/A Loans) on the date of repayment (including prepayment) thereof (except that
voluntary prepayments of Revolving Loans or Canadian Revolving Loans that are
Base Rate Loans or Canadian Prime Rate Loans made pursuant to Section 4.3 on any
day other than a Quarterly Payment Date, the Revolver Termination Date or
Canadian Revolver Termination Date, as applicable, need not be made with accrued
interest from the most recent Quarterly Payment Date, provided such accrued
interest is paid on the next Quarterly Payment Date) and on the date of maturity
(by acceleration or otherwise) of such Loans. During the existence of any Event
of Default, interest on any Loan shall be payable on demand.

                  (f) NOTIFICATION OF RATE. Administrative Agent or Canadian
Administrative Agent, upon determining the interest rate for any Borrowing of
Eurocurrency Loans for any Interest Period, shall promptly notify Borrowers and
the Lenders thereof. Such determination




                                       78
<PAGE>

shall, absent manifest error and subject to Section 3.6, be final, conclusive
and binding upon all parties hereto.

                  (g) DEFAULT INTEREST. Notwithstanding the rates of interest
specified herein, effective on the date 30 days after the occurrence and during
the continuance of any Event of Default (other than the failure to pay the
Obligations when due or any Event of Default pursuant to Section 10.1(e) or (f))
and, if such Event of Default (other than the failure to pay the Obligations
when due or any Event of Default pursuant to Section 10.1(e) or (f)) is
continuing on such 30th day, retroactive from the initial date of the occurrence
of such Event of Default and for so long thereafter as any such Event of Default
shall be continuing, and effective immediately upon the occurrence and during
the continuance of any Event of Default pursuant to Section 10.1(e) or (f), or
any failure to pay any Obligations or any other amounts due under any of the
Loan Documents when due, whether by acceleration or otherwise, the principal
balance of each Loan (other than a B/A Loan) then outstanding and, to the extent
permitted by applicable law, any interest payment on each Loan (other than a B/A
Loan) not paid when due and all fees, indemnities and any other Obligations then
due and payable of Borrowers and their Subsidiaries under this Agreement and the
other Loan Documents shall bear interest payable on demand, (after, as well as
before, judgment) at a rate per annum equal to the Default Rate.

                  (h) MAXIMUM INTEREST. If any interest payment or other charge
or fee or any other Obligation payable hereunder exceeds the maximum amount then
permitted by applicable law, Borrowers shall be obligated to pay the maximum
amount then permitted by applicable law and Borrowers shall continue to pay the
maximum amount from time to time permitted by applicable law until all such
interest payments and other charges, fees and other Obligations, otherwise due
hereunder (in the absence of such restraint imposed by applicable law) have been
paid in full.

                  (i) INTEREST ACT (CANADA) DISCLOSURE. For the purposes of the
Interest Act (Canada) and disclosure thereunder, whenever any interest or fee to
be paid hereunder or in connection herewith is to be calculated on the basis of
any period of time that is less than a calendar year, the yearly rate of
interest to which the rate used in such calculation is equivalent is the rate so
used multiplied by the actual number of days in the calendar year in which the
same is to be ascertained and divided by the number of days in such period of
time that is less than a calendar year. The rates of interest under this
Agreement are nominal rates, and not effective rates or yields. The principle of
deemed reinvestment of interest does not apply to any interest calculation under
this Agreement.

         3.2 FEES.

                  (a) UPFRONT FEES. Company shall pay the fees as set forth in
the fee letter among Company, DBSI, and DB to Administrative Agent for
distribution as set forth therein.

                  (b) COMMITMENT FEES. Each Borrower (other than Canadian
Borrower) jointly and severally agrees to pay to Administrative Agent for pro
rata distribution to each Non-Defaulting Lender having a UK Revolving Commitment
(based on its UK Revolver Pro Rata Share) and/or a Domestic Revolving Commitment
(based on its Domestic Revolver Pro Rata Share) a commitment fee (the
"Commitment Fee") for the period commencing on the Effective





                                       79
<PAGE>

Date to and including the Revolver Termination Date or the earlier termination
of the UK Revolving Commitments and the Domestic Revolving Commitments (and, in
either case, repayment in full of the UK Revolving Loans and/or Domestic
Revolving Loans and payment in full, or cash collateralization by the deposit of
cash into the Collateral Account in amounts and pursuant to arrangements
satisfactory to Administrative Agent, of the LC Obligations), computed at a rate
equal to (x) 0.375% times (A) the average daily Total Available UK Revolving
Commitment if the average daily principal amount of UK Revolving Loans
outstanding for the preceding Fiscal Quarter exceeds one-half of the Total
Available UK Revolving Commitment and (B) the average daily Total Available
Domestic Revolving Commitment if the average daily principal amount of Domestic
Revolving Loans outstanding (with the Available Domestic Revolving Commitment of
each Lender determined without reduction for such Lender's Domestic Revolver Pro
Rata Share of Swing Line Loans outstanding) for the preceding Fiscal Quarter
exceeds one-half of the Total Available Domestic Revolving Commitment and (y)
0.50% times (A) the average daily Total Available UK Revolving Commitment if the
average daily principal amount of UK Revolving Loans outstanding (with the
Available UK Revolving Commitment of each Lender determined without reduction
for such Lender's UK Revolver Pro Rata Share of Swing Line Loans outstanding)
for the preceding Fiscal Quarter is less than or equal to one-half of the Total
Available UK Revolving Commitment and (B) the average daily Total Available
Domestic Revolving Commitment if the average daily principal amount of Domestic
Revolving Loans outstanding (with the Available Domestic Revolving Commitment of
each Lender determined without reduction for such Lender's Domestic Revolver Pro
Rata Share of Swing Line Loans outstanding) for the preceding Fiscal Quarter is
less than or equal to one-half of the Total Available Domestic Revolving
Commitment. Unless otherwise specified, accrued Commitment Fees shall be due and
payable (i) on each Quarterly Payment Date, (ii) on the Revolver Termination
Date and (iii) upon any reduction or termination in whole or in part of the UK
Revolving Commitments and/or Domestic Revolving Commitments (but only, in the
case of a reduction, on the portion of the UK Revolving Commitments and/or
Domestic Revolving Commitments then being reduced).

                  (c) CANADIAN COMMITMENT FEE. Each Canadian Borrower, jointly
and severally, agrees to pay to Canadian Administrative Agent for pro rata
distribution to each Non-Defaulting Lender having a Canadian Revolving
Commitment (based on its Canadian Revolver Pro Rata Share) a commitment fee (the
"Canadian Commitment Fee") for the period commencing on the Initial Borrowing
Date to and including the Canadian Revolver Termination Date or the earlier
termination of the Canadian Revolving Commitments (and, in either case,
repayment in full of the Canadian Revolving Loans), computed at a rate equal to
(x) 0.375% times the average daily Total Available Canadian Revolving Commitment
if the average daily principal amount of Canadian Revolving Loans outstanding
for the preceding Fiscal Quarter exceeds one-half of the Total Available
Canadian Revolving Commitment and (y) 0.50% times the average daily Total
Available Canadian Revolving Commitment if the average daily principal amount of
Canadian Revolving Loans outstanding for the preceding Fiscal Quarter is less
than or equal to one-half of the Total Available Canadian Revolving Commitment.
Unless otherwise specified, accrued Canadian Commitment Fees shall be due and
payable (i) on each Quarterly Payment Date, (ii) on the Canadian Revolver
Termination Date and (iii) upon any reduction or termination in whole or in part
of the Canadian Revolving Commitments (but only, in the case of a reduction, on
the portion of the Canadian Revolving Commitments then being reduced).



                                       80
<PAGE>

                  (d) AGENCY FEES. Borrowers shall pay to Administrative Agent
for its own account, agency and other Loan fees in the amount and at the times
set forth in the administrative agent letter between Borrowers and
Administrative Agent.

                  (e) PREPAYMENT PREMIUM. In the event that Company makes a
voluntary prepayment of all or any portion of the Term B Loans or Term C Loans
pursuant to Section 4.3(a) or is required to make mandatory prepayment of the
Term B Loans or Term C Loans pursuant to Sections 4.4(c), (e) or (f) or is
otherwise required to make a prepayment of the Obligations pursuant to Section
3.7, Company shall, together with any such prepayment, pay to Administrative
Agent for pro rata distribution to the Term B Lenders or Term C Lenders, as
applicable, based upon their applicable Term Pro Rata Shares, a prepayment fee
as additional compensation, and not as a penalty, equal to (i) two percent
(2.0%) of the principal amount of Term B Loans or Term C Loans, as the case may
be, repaid during the period from the Effective Date to and including the first
anniversary of the Effective Date and (ii) one percent (1.0%) of the principal
amount of Term B Loans or Term C Loans repaid during the period from and after
the first anniversary of the Effective Date to and including the second
anniversary of the Effective Date.

         3.3 COMPUTATION OF INTEREST AND FEES. Interest on all Loans (other than
B/A Loans) and fees payable hereunder shall be computed on the basis of the
actual number of days elapsed over a year of 360 days, provided that, interest
on all Base Rate Loans and Canadian Prime Rate Loans shall be computed on the
basis of the actual number of days elapsed over a year of 365 or 366 days, as
the case may be. Each determination of an interest rate by Administrative Agent
or Canadian Administrative Agent pursuant to any provision of this Agreement
shall be conclusive and binding on each Borrower and the Lenders in the absence
of manifest error. Administrative Agent shall, at any time and from time to time
upon request of any Borrower or any Lender, deliver to such Person a statement
showing the quotations used by Administrative Agent in determining any interest
rate applicable to Loans pursuant to this Agreement. Each change in the
Applicable Base Rate Margin, Applicable Eurocurrency Margin, the Applicable
Canadian Prime Rate Margin or the Applicable B/A Margin as a result of a change
in Borrowers' Most Recent Leverage Ratio shall become effective on the date upon
which such change in such ratio occurs.

         3.4 INTEREST PERIODS. At the time it gives any Notice of Borrowing, a
Notice of Conversion or Continuation, a Notice of Canadian Borrowing or a Notice
of Canadian Conversion or Continuation with respect to Eurocurrency Loans, a
Borrower shall elect, by giving Administrative Agent written notice, the
interest period (each an "Interest Period") which Interest Period shall, at the
option of such Borrower, be one, two, three or six months or, if approved by
each of the applicable Lenders (in each such applicable Lender's sole
discretion), a nine or twelve month period; provided that, prior to the earlier
to occur of the Syndication Date and ninety (90) days after the Initial
Borrowing Date, Interest Periods for Eurocurrency Loans shall be thirty (30)
days except as permitted by Administrative Agent in its sole discretion (with
all such Interest Periods ending on the same day during such period); and
provided further, that:

                  (a) all Eurocurrency Loans comprising a Borrowing shall at all
times have the same Interest Period;





                                       81
<PAGE>

                  (b) the initial Interest Period for any Eurocurrency Loan
shall commence on the date of such Borrowing of such Eurocurrency Loan
(including the date of any conversion thereto from a Loan of a different Type)
and each Interest Period occurring thereafter in respect of such Eurocurrency
Loan shall commence on the last day of the immediately preceding Interest
Period;

                  (c) if any Interest Period relating to a Eurocurrency Loan
begins on a day for which there is no numerically corresponding day in the
calendar month at the end of such Interest Period, such Interest Period shall
end on the last Business Day of such calendar month;

                  (d) if any Interest Period would otherwise expire on a day
which is not a Business Day, such Interest Period shall expire on the next
succeeding Business Day; provided, however, that if any Interest Period for a
Eurocurrency Loan would otherwise expire on a day which is not a Business Day
but is a day of the month after which no further Business Day occurs in such
month, such Interest Period shall expire on the next preceding Business Day;

                  (e) no Interest Period may be selected at any time when an
Event of Default or Unmatured Event of Default is then in existence;

                  (f) no Interest Period shall extend beyond the applicable Term
Loan Maturity Date for any Term Loan, the Revolver Termination Date for any
Revolving Loan or the Canadian Revolver Termination Date for any Canadian
Revolving Loan; and

                  (g) no Interest Period in respect of any Borrowing of Term
Loans shall be selected which extends beyond any date upon which a mandatory
repayment of such Term Loans will be required to be made under Section 4.4(b),
(c) or (d), as the case may be, if the aggregate principal amount of Term Loans
which have Interest Periods which will expire after such date will be in excess
of the aggregate principal amount of Term Loans then outstanding less the
aggregate amount of such required prepayment.

         3.5 COMPENSATION FOR FUNDING LOSSES. Each Borrower shall compensate
each Lender to which such Borrower is obligated, upon its written request (which
request shall set forth the basis for requesting such amounts), for all losses,
expenses and liabilities (including, without limitation, any interest paid by
such Lender to lenders of funds borrowed by it to make or carry its Eurocurrency
Loans or B/A Equivalent Loans to the extent not recovered by the Lender in
connection with the liquidation or re-employment of such funds and including the
compensation payable by such Lender to a Participant) and any loss sustained by
such Lender in connection with the liquidation or re-employment of such funds
(including, without limitation, a return on such liquidation or re-employment
that would result in such Lender receiving less than it would have received had
such Eurocurrency Loan or B/A Equivalent Loan remained outstanding until the
last day of the Interest Period applicable to such Eurocurrency Loans) which
such Lender may sustain as a result of:

(a) for any reason (other than a default by such Lender or Administrative Agent)
a continuation or Borrowing of, or conversion from or into, Eurocurrency Loans
or B/A Equivalent Loans does not occur on a date specified therefor in a Notice
of Borrowing, Notice of




                                       82
<PAGE>

Conversion or Continuation, Notice of Canadian Borrowing, Notice of Canadian
Conversion or Continuation (whether or not withdrawn);

                  (b) any payment, prepayment or conversion or continuation of
any of its Eurocurrency Loans or B/A Loans occurring for any reason whatsoever
on a date which is not the last day of an Interest Period applicable thereto;

                  (c) any repayment of any of its Eurocurrency Loans not being
made on the date specified in a notice of payment given by any Borrower; or

                  (d) (i) any other failure by Borrowers to repay Eurocurrency
Loans or B/A Loans when required by the terms of this Agreement or (ii) an
election made by Borrowers pursuant to Section 3.7. A written notice as to
additional amounts owed such Lender under this Section 3.5 and delivered to
Borrowers and Administrative Agent by such Lender shall, absent manifest error,
be final, conclusive and binding for all purposes. Calculation of all amounts
payable to a Lender under this Section 3.5 shall be made as though that Lender
had actually funded its relevant Eurocurrency Loan or B/A Loan through the
purchase of a Eurocurrency deposit bearing interest at the Eurocurrency Rate or
a B/A in an amount equal to the amount of that Loan, having a maturity
comparable to the relevant Interest Period and through the transfer of such
Eurocurrency deposit from an offshore office of that Lender to a domestic office
of that Lender in the United States of America; provided, however, that each
Lender may fund each of its Eurocurrency Loans and B/A Loans in any manner it
sees fit and the foregoing assumption shall be utilized only for the calculation
of amounts payable under this Section 3.5.

         3.6 INCREASED COSTS, ILLEGALITY, ETC.

                  (a) GENERALLY. In the event that any Lender shall have
determined (which determination shall, absent manifest error, be final and
conclusive and binding upon all parties hereto but, with respect to clause (i)
below, may be made only by the applicable Agent):

                      (i) on any Interest Rate Determination Date that, by
reason of any changes arising after the date of this Agreement affecting the
interbank eurocurrency market, adequate and fair means do not exist for
ascertaining the applicable interest rate on the basis provided for in the
definition of Eurocurrency Rate; or

                      (ii) at any time, that any Lender shall incur increased
costs or reduction in the amounts received or receivable hereunder (except as a
result of taxes, which shall be governed by Section 4.7 and Section 12.4(a))
with respect to any Eurocurrency Loan because of (A) any change since the date
of this Agreement in any applicable law or governmental rule, regulation, order,
guideline or request (whether or not having the force of law) or in the
interpretation or administration thereof and including the introduction of any
new law or governmental rule, regulation, order, guideline or request, such as,
for example, but not limited to a change in official reserve requirements (but,
in all events, excluding reserves required under Regulation D to the extent
included in the computation of the Eurocurrency Rate) and/or (B) other
circumstances since the date of this Agreement affecting such Lender or the
interbank eurocurrency market, the Canadian interbank market or the position of
such Lender in such market (excluding, however, differences in a Lender's cost
of funds from those of




                                       83
<PAGE>

Administrative Agent which are solely the result of credit differences between
such Lender and Administrative Agent); or

                      (iii) at any time, that the making or continuance of any
Eurocurrency Loan has been made (A) unlawful by any directive, law or
governmental rule, regulation or order, (B) impossible by compliance by any
Lender in good faith with any governmental request (whether or not having force
of law) or (C) impracticable as a result of a contingency occurring after the
date of this Agreement which materially and adversely affects the interbank
eurocurrency market;

then, and in any such event, such Lender (or Administrative Agent, in the case
of clause (i) above) shall promptly give notice (by telephone confirmed in
writing) to Borrowers and, except in the case of clause (i) above, to
Administrative Agent of such determination (which notice Administrative Agent
shall promptly transmit to each of the other Lenders). Thereafter (x) in the
case of clause (i) above, Eurocurrency Loans shall no longer be available until
such time as Administrative Agent notifies Borrowers and the Lenders that the
circumstances giving rise to such notice by Administrative Agent no longer exist
(which notice shall be given as promptly as practicable by Administrative Agent
upon Administrative Agent's determination that such circumstances no longer
exist), and any Notice of Borrowing, Notice of Conversion or Continuation,
Notice of Canadian Borrowing, Notice of Canadian Conversion or Continuation
given by any Borrower with respect to Eurocurrency Loans (other than with
respect to conversions to Base Rate Loans) which have not yet been incurred
(including by way of conversion) shall be deemed rescinded by such Borrower, (y)
in the case of clause (ii) above, Borrowers shall pay to such Lender, upon
written demand therefor, such additional amounts (in the form of an increased
rate of, or a different method of calculating, interest or otherwise as such
Lender in its sole discretion shall determine) as shall be required to
compensate such Lender for such increased costs or reductions in amounts
received or receivable hereunder (a written notice as to the additional amounts
owed to such Lender, showing the basis for the calculation thereof, submitted to
Borrowers by such Lender shall, absent manifest error, be final and conclusive
and binding on all the parties hereto); however the failure to give any such
notice (unless the respective Lender has intentionally withheld or delayed such
notice, in which case the respective Lender shall not be entitled to receive
additional amounts pursuant to this Section 3.6 (a)(y) for periods occurring
prior to the 180th day before the giving of such notice) shall not release or
diminish Borrowers' obligations to pay additional amounts pursuant to this
Section 3.6 (a)(y) and (z) in the case of clause (iii) above, Borrowers shall
take one of the actions specified in Section 3.6(b) as promptly as possible and,
in any event, within the time period required by law. In determining such
additional amounts pursuant to clause (y) of the immediately preceding sentence,
each Lender shall act reasonably and in good faith and will, to the extent the
increased costs or reductions in amounts receivable relate to such Lender's
loans in general and are not specifically attributable to a Loan hereunder, use
averaging and attribution methods which are reasonable and which cover all loans
similar to the Loans made by such Lender whether or not the loan documentation
for such other loans permits the Lender to receive increased costs of the type
described in this Section 3.6(a).

                  (b) EUROCURRENCY LOANS. At any time that any Eurocurrency Loan
is affected by the circumstances described in Section 3.6(a)(ii) or (iii),
Borrowers may (and, in the case of a Eurocurrency Loan affected by the
circumstances described in Section 3.6(a)(iii), shall)




                                       84
<PAGE>

either (i) if the affected Eurocurrency Loan is then being made initially or
pursuant to a conversion, by giving Administrative Agent telephonic notice
(confirmed in writing) on the same date that such Borrower was notified by the
affected Lender or Administrative Agent pursuant to Section 3.6(a)(ii) or (iii),
cancel the respective Borrowing, or (ii) if the affected Eurocurrency Loan is
then outstanding, upon at least three Business Days' written notice to
Administrative Agent, require the affected Lender to convert such Eurocurrency
Loan into a Base Rate Loan, provided that, if more than one Lender is affected
at any time, then all affected Lenders must be treated the same pursuant to this
Section 3.6(b).

                  (c) CAPITAL REQUIREMENTS. If any Lender determines that the
introduction of or any change in any applicable directive, law or rule,
regulation, order, guideline or request (whether or not having the force of law)
concerning capital adequacy, or any change in (after the date of this Agreement)
interpretation or administration thereof by any Governmental Authority, central
bank or comparable agency, will have the effect of increasing the amount of
capital required or expected to be maintained by such Lender or any Person
controlling such Lender based on the existence of such Lender's Commitment
hereunder or its obligations hereunder, then Borrowers shall pay to such Lender,
upon its written demand therefor, such additional amounts as shall be required
to compensate such Lender or such other Person for the increased cost to such
Lender or such other Person or the reduction in the rate of return to such
Lender or such other Person as a result of such increase of capital. In
determining such additional amounts, each Lender will act reasonably and in good
faith and will use averaging and attribution methods which are reasonable and
which will, to the extent the increased costs or reduction in the rate of return
relates to such Lender's commitments or obligations in general and are not
specifically attributable to the Commitments and obligations hereunder, cover
all commitments and obligations similar to the Commitment and obligations of
such Lender hereunder whether or not the loan documentation for such other
commitments or obligations permits the Lender to make the determination
specified in this Section 3.6(c), and such Lender's determination of
compensation owing under this Section 3.6(c) shall, absent manifest error, be
final and conclusive and binding on all the parties hereto. Each Lender, upon
determining that any additional amounts will be payable pursuant to this Section
3.6(c), will give prompt written notice thereof to Borrowers, which notice shall
show the basis for calculation of such additional amounts, although the failure
to give any such notice (unless the respective Lender has intentionally withheld
or delayed such notice, in which case the respective Lender shall not be
entitled to receive additional amounts pursuant to this Section 3.6(c) for
periods occurring prior to the 180th day before the giving of such notice) shall
not release or diminish any of Borrowers' obligations to pay additional amounts
pursuant to this Section 3.6(c).

                  (d) CHANGE OF LENDING OFFICE. Each Lender which is or will be
owed compensation pursuant to Section 3.6(a) or (c) will, if requested by
Borrowers, use reasonable efforts (subject to overall policy considerations of
such Lender) to cause a different branch or Affiliate to make or continue a Loan
or Letter of Credit if such designation will avoid the need for, or materially
reduce the amount of, such compensation to such Lender and will not, in the good
faith judgment of such Lender, be otherwise disadvantageous to such Lender. The
requesting Borrower shall pay all reasonable expenses incurred by any Lender in
utilizing a different branch or Affiliate pursuant to this Section 3.6(d).
Nothing in this Section 3.6(d) shall affect or postpone any of the obligations
of Borrowers or the right of any Lender provided for herein.



                                       85
<PAGE>

         3.7 REPLACEMENT OF AFFECTED LENDERS. (x) If any UK Revolving Lender,
Canadian Revolving Lender or Domestic Revolving Lender becomes a Defaulting
Lender or otherwise defaults in its obligations to make Loans or fund Unpaid
Drawings, (y) if any Lender (or in the case of Section 2.10(i), Facing Agent) is
owed increased costs under Section 2.10(i), Section 3.6(a)(ii) or (iii) or
Section 3.6(c), or Borrowers are required to make any payments under Section 4.7
to any Lender materially in excess (as reasonably determined by the Company) of
those to the other Lenders or (z) as provided in Section 12.1(b) in the case of
certain refusals by a Lender to consent to certain proposed amendment, changes,
supplements, waivers, discharges or terminations with respect to this Agreement
which have been approved by the Required Lenders, Borrowers shall have the
right, if no Event of Default or Unmatured Event of Default then exists, to
replace such Lender (the "Replaced Lender") with one or more other Eligible
Assignee or Eligible Assignees, none of whom shall constitute a Defaulting
Lender at the time of such replacement (collectively, the "Replacement Lender"),
provided that, (i) at the time of any replacement pursuant to this Section 3.7,
the Replacement Lender shall enter into one or more assignment agreements, in
form and substance satisfactory to Administrative Agent, pursuant to which the
Replacement Lender shall acquire all of the Commitments and outstanding Loans
of, and participation in Letters of Credit by, the Replaced Lender and (ii) all
Obligations of Borrowers owing to the Replaced Lender (including, without
limitation, such increased costs and, including in the case of any replacement
pursuant to clause (y) or (z) above, payment of the prepayment premium under
Section 3.2(e), if applicable, and excluding those specifically described in
clause (i) above in respect of which the assignment purchase price has been, or
is concurrently being paid) shall be paid in full to such Replaced Lender
concurrently with such replacement. Upon the execution of the respective
assignment documentation, the payment of amounts referred to in clauses (i) and
(ii) above and, if so requested by the Replacement Lender, delivery to the
Replacement Lender of the appropriate Note or Notes executed by Borrowers, the
Replacement Lender shall become a Lender hereunder and, unless the Replaced
Lender continues to have outstanding Term Loans hereunder, the Replaced Lender
shall cease to constitute a Lender hereunder, except with respect to
indemnification provisions under this Agreement, which shall survive as to such
Replaced Lender. Notwithstanding anything to the contrary contained above, no
Lender that acts as a Facing Agent may be replaced hereunder at any time which
it has Letters of Credit outstanding hereunder unless arrangements satisfactory
to such Facing Agent (including the furnishing of a standby letter of credit in
form and substance, and issued by an issuer satisfactory to such Facing Agent or
the depositing of cash collateral into the Collateral Account in amounts and
pursuant to arrangements satisfactory to such Facing Agent) have been made with
respect to such outstanding Letters of Credit.

                                   ARTICLE IV

                            REDUCTION OF COMMITMENTS;
                            PAYMENTS AND PREPAYMENTS

         4.1 VOLUNTARY REDUCTION OF COMMITMENTS.

                  Upon at least two Business Days' prior written notice (or
telephonic notice confirmed in writing) to Administrative Agent at the Notice
Office (which notice Administrative Agent shall promptly transmit to each
Lender), Company shall have the right, without premium or penalty, to terminate
the unutilized portion of the UK Revolving Commitments, Domestic




                                       86
<PAGE>

Revolving Commitments, Canadian Revolving Commitments or the Swing Line
Commitment, as the case may be, in part or in whole, provided that, (x) any such
voluntary termination of the UK Revolving Commitments, the Domestic Revolving
Commitments or Canadian Revolving Commitments shall apply to proportionately and
permanently reduce the UK Revolving Commitment, the Domestic Revolving
Commitment or Canadian Revolving Commitment of each UK Revolving Lender,
Domestic Revolving Lender or Canadian Revolving Lender, as the case may be, (y)
any partial voluntary reduction pursuant to this Section 4.1 shall be in the
amount of at least $1,000,000 and integral multiples of $500,000 in excess of
that amount and (z) any such voluntary termination of the UK Revolving
Commitment, the Domestic Revolving Commitment or Canadian Revolving Commitments
shall occur simultaneously with a voluntary prepayment, pursuant to Section 4.3
such that (i) the Total UK Revolving Commitment shall not be reduced below the
aggregate principal amount of outstanding UK Revolving Loans plus the aggregate
UK LC Obligations, (ii) the Total Domestic Revolving Commitment shall not be
reduced below the aggregate principal amount of outstanding Domestic Revolving
Loans plus the aggregate Domestic LC Obligations and the Swing Line Commitment,
and (iii) the total of the Canadian Revolving Commitments plus the aggregate
Canadian LC Obligations shall not be reduced below the aggregate principal
amount of outstanding Canadian Revolving Loans.

         4.2 MANDATORY REDUCTIONS OF COMMITMENTS.

                  (a) REDUCTION OF REVOLVING COMMITMENTS. The Aggregate
Revolving Commitments shall be permanently reduced at the time and in the
amounts required to be reduced pursuant to Section 4.5.

                  (b) REDUCTION OF TERM COMMITMENTS. The Term Commitments shall
terminate on the Initial Borrowing Date, after giving effect to the Borrowing of
the Term Loans on such date.

                  (c) PROPORTIONATE REDUCTIONS. Each reduction or adjustment to
the Term Commitments, UK Revolving Commitments, Domestic Revolving Commitments
or the Canadian Revolving Commitments pursuant to this Section 4.2 shall apply
proportionately to the Term Commitment, UK Revolving Commitment, Domestic
Revolving Commitment or the Canadian Revolving Commitment, as the case may be,
of each Lender.

         4.3 VOLUNTARY PREPAYMENTS.

                  (a) Each Borrower shall have the right to prepay all or any of
the Loans in whole or in part from time to time on the following terms and
conditions:

                      (i) the applicable Borrower shall give Administrative
Agent irrevocable written notice at its Notice Office (or telephonic notice
promptly confirmed in writing) of its intent to prepay the Loans, whether such
Loans are Term A Loans, Term B Loans, Term C Loans, UK Revolving Loans, Domestic
Revolving Loans, Canadian Revolving Loans and/or Swing Line Loans, and of the
amount of such prepayment, which notice shall be given by such Borrower to
Administrative Agent by 12:00 noon (New York City time) at least three Business
Days prior to the date of such prepayment in the case of Eurocurrency Loans and
at least one Business Day prior to the date of such prepayment in the case of
Base Rate Loans;




                                       87
<PAGE>

provided that, in the case of Term C Loans, whether Base Rate Loans or
Eurocurrency Loans, Borrower shall provide at least five (5) Business Days prior
written notice with respect to such prepayment, and which notice shall (except
in the case of Swing Line Loans) promptly be transmitted by Administrative Agent
to each of the applicable Lenders;

                  (ii) all prepayments of principal made by any Borrower
pursuant to this Section 4.3 shall be applied (A) first, to the payment of the
unpaid principal amount of the Term Loans constituting First Priority Debt on a
pro rata basis until paid in full, (B) second, to the pro rata payment of the
then outstanding balance of the UK Revolving Loans, the Domestic Revolving Loans
and Canadian Revolving Loans until paid in full and the cash collateralization
of LC Obligations, and (C) third, to the payment of the unpaid principal amount
of the Term C Loans until paid in full; provided that, notwithstanding the
foregoing, so long as no Event of Default has occurred and is continuing, (x)
upon the receipt of Net Offering Proceeds arising from the sale or issuance of
Capital Stock of (or cash capital contributions to) Company or any Subsidiary,
Company may apply such Net Offering Proceeds not otherwise required to be
applied to prepay the Loans pursuant to Section 4.4(f) to prepay the Term C
Loans and (y) within sixty (60) days of any Excess Cash Payment Date, Company
may apply up to 50% of Excess Cash Flow for the preceding Excess Cash Flow
Period not otherwise required to be applied to prepay the Loans pursuant to
Section 4.4(d) to prepay the Term A Loans, Term B Loans and Term C Loans on a
pro rata basis;

                  (iii) each partial prepayment of any Borrowing shall be in a
principal amount at least equal to the Minimum Borrowing Multiple, provided
that, no partial prepayment of Eurocurrency Loans made pursuant to a single
Borrowing shall reduce the aggregate principal amount of the outstanding Loans
made pursuant to such Borrowing to an amount less than the Minimum Borrowing
Amount applicable thereto;

                  (iv) Eurocurrency Loans may only be prepaid pursuant to this
Section 4.3 on the last day of an Interest Period applicable thereto or on any
other day subject to Section 3.5;

                  (v) each prepayment in respect of any Borrowing shall be
applied pro rata among the Loans comprising such Borrowing, provided that, such
prepayment shall not be applied to any UK Revolving Loans, Domestic Revolving
Loans or Canadian Revolving Loans of a Defaulting Lender at any time when the
aggregate amount of UK Revolving Loans, Domestic Revolving Loans or Canadian
Revolving Loans of any Non-Defaulting Lender exceeds such Non-Defaulting
Lender's UK Revolver Pro Rata Share of all UK Revolving Loans then outstanding,
Domestic Revolver Pro Rata Share of all Domestic Revolving Loans then
outstanding or Canadian Revolver Pro Rata Share of all Canadian Revolving Loans
then outstanding;

                  (vi) each voluntary prepayment of Term A Loans and/or Term B
Loans shall be applied pro rata to each applicable Scheduled Term Repayment; and

                  (vii) each prepayment of principal of the Term Loans pursuant
to this Section 4.3 shall be accompanied by the payment of accrued interest to
the date of such payment on the amount prepaid.




                                       88
<PAGE>

Subject to the proviso below, the notice provisions, the provisions with respect
to the minimum amount of any prepayment, and the provisions requiring
prepayments in integral multiples above such minimum amount of this Section 4.3
are for the benefit of Administrative Agent and may be waived unilaterally by
Administrative Agent; provided, however that, notwithstanding the foregoing, any
waiver of such provisions with respect to any prepayment of the Term C Loans
shall be approved by the holders of the Term C Loans.

         4.4 MANDATORY PREPAYMENTS.

                  (a) PREPAYMENT UPON OVERADVANCE.

                      (i) Company shall prepay the outstanding principal amount
of its Domestic Revolving Loans or the Swing Line Loan on any date on which the
aggregate outstanding principal amount of such Loans together with the aggregate
Effective Amount of Domestic LC Obligations (after giving effect to any other
repayments or prepayments on such day) exceeds the aggregate Domestic Revolving
Commitments or the Swing Line Commitment, as the case may be, in the amount of
such excess. If, after giving effect to the prepayment of all outstanding
Domestic Revolving Loans or Swing Line Loans, the aggregate Effective Amount of
Domestic LC Obligations exceeds the Domestic Revolving Commitments or Swing Line
Commitment, as the case may be, then in effect, Borrowers (other than Canadian
Borrowers) shall cash collateralize Domestic LC Obligations by depositing,
pursuant to a cash collateral agreement to be entered into in form and substance
reasonably satisfactory to Administrative Agent, Cash and/or Cash Equivalents
with Administrative Agent in an amount equal to the difference between the
Effective Amount of such Domestic LC Obligations and the Domestic Revolving
Commitments or Swing Line Commitments, as the case may be, then in effect.
Administrative Agent shall establish in its name for the benefit of the
Revolving Lenders a cash collateral account (the "Collateral Account") into
which it shall deposit such Cash and/or Cash Equivalents to hold as collateral
security for the Domestic LC Obligations.

                      (ii) UK Borrower or Company, as applicable, shall prepay
the outstanding principal amount of UK Revolving Loans on any date on which the
Effective Amount of all UK Revolving Loans outstanding together with the
aggregate Effective Amount of the aggregate UK LC Obligations (after giving
effect to any other repayments or prepayments on such day) exceeds the Total UK
Revolving Commitment then in effect (including, without limitation, solely as a
result of fluctuation in Exchange Rates), in the amount of such excess and in
the applicable currency; provided, however, that if such excess is solely as a
result of fluctuation in Exchange Rates, such repayment shall not be required to
be made until four Business Days after notice from the Administrative Agent and
UK Borrower shall not be obligated to pay such amount unless such excess is
greater than the Dollar Equivalent of an amount equal to 2% of the Total UK
Revolving Commitment. If, after giving effect to the prepayment of all
outstanding UK Revolving Loans, the aggregate Effective Amount of UK LC
Obligations exceeds the Total UK Revolving Commitment then in effect, UK
Borrower shall cash collateralize such UK LC Obligations by depositing, pursuant
to a cash collateral agreement to be entered into in form and substance
reasonably satisfactory to Administrative Agent, Cash and/or Cash Equivalents
with Administrative Agent in an amount equal to the difference between the
Effective Amount of such UK LC Obligations and the Total UK Revolving Commitment
then in effect. Administrative Agent shall establish in its name for the benefit
of



                                       89
<PAGE>

the UK Revolving Lenders a collateral account into which it shall deposit such
Cash and/or Cash Equivalents to hold as collateral security for the UK LC
Obligations.

                      (iii) Each Canadian Borrower shall prepay the outstanding
principal amount of its Canadian Revolving Loans on any date on which the Dollar
Equivalent of the aggregate outstanding principal amount of such Loans together
with the aggregate Effective Amount of Canadian LC Obligations (after giving
effect to any other repayments or prepayments on such day) exceeds the total
Canadian Revolving Commitments, in the amount of such excess. If, after giving
effect to the prepayment of all outstanding Canadian Revolving Loans, the
aggregate Effective Amount of Canadian LC Obligations exceeds the total Canadian
Revolving Commitments then in effect, Canadian Borrowers shall cash
collateralize such Canadian LC Obligations by depositing, pursuant to a cash
collateral agreement to be entered into in form and substance reasonably
satisfactory to Administrative Agent, Cash and/or Cash Equivalents with
Administrative Agent in an amount equal to the difference between the Effective
Amount of such Canadian LC Obligations and the total Canadian Revolving
Commitments then in effect. Administrative Agent shall establish in its name for
the benefit of the Canadian Revolving Lenders a cash collateral account into
which it shall deposit such Cash and/or Cash Equivalents to hold as collateral
security for the Canadian LC Obligations.

                  (b) SCHEDULED TERM REPAYMENTS. (i) Company shall cause to be
paid Scheduled Term A Repayments on the Term A Loans until the Term A Loans are
paid in full in the amounts and at the times specified in the definition of
Scheduled Term A Repayments to the extent that prepayments have not previously
been applied to such Scheduled Term A Repayments (and such Scheduled Term A
Repayments have not otherwise been reduced) pursuant to the terms hereof.

                      (i) Company shall cause to be paid Scheduled Term B
Repayments on the Term B Loans until the Term B Loans are paid in full in the
amounts and at the times specified in the definition of Scheduled Term B
Repayments to the extent that prepayments have not previously been applied to
such Scheduled Term B Repayments (and such Scheduled Term B Repayments have not
otherwise been reduced) pursuant to the terms hereof.

                      (ii) Company shall cause to be paid the entire principal
amount of the Term C Loans in a single installment on the Term C Loan Maturity
Date.

                  (c) MANDATORY PREPAYMENT UPON ASSET DISPOSITION. On the first
Business Day after the date of receipt thereof by Company and/or any of its
Subsidiaries of Net Sale Proceeds from any Asset Disposition (other than an
Asset Disposition permitted by Sections 8.4(a) through 8.4(i)), an amount equal
to 100% of the Net Sale Proceeds from such Asset Disposition shall be applied as
a mandatory repayment of principal of the Loans pursuant to the terms of Section
4.5(a), provided that, with respect to no more than $10,000,000 of such Net Sale
Proceeds arising from any single or series of related Asset Dispositions but in
no event more than $15,000,000 in the aggregate of such Net Sale Proceeds in any
Fiscal Year of Company, the Net Sale Proceeds therefrom shall not be required to
be so applied on such date to the extent that no Event of Default or Unmatured
Event of Default then exists and Borrowers deliver a certificate to the
Administrative Agent on or prior to such date stating that such Net Sale
Proceeds in excess of $5,000,000 shall be (1) used to purchase assets used or to
be used in the businesses referred to




                                       90
<PAGE>

in Section 8.9 within 360 days following the date of such Asset Disposition
(which certificate shall set forth the estimates of the proceeds to be so
expended) and (2) deposited in an escrow account with the Administrative Agent
for the benefit of the Lenders (the "Asset Sale Escrow Account"), after which
such proceeds may be only withdrawn to repay the Loans or to be used for
purposes described in clause (1) of this proviso; provided, further, that (1) if
all or any portion of such Net Sale Proceeds not so applied to the repayment of
Loans are not so used (or contractually committed to be used) within such 360
day period, such remaining portion shall be applied on the last day of the
respective period as a mandatory repayment of principal of outstanding Loans as
provided above in this Section 4.4(c) and (2) if all or any portion of such Net
Sale Proceeds are not required to be applied on the 360th day referred to in
clause (1) above because such amount is contractually committed to be used and
subsequent to such date such contract is terminated or expires without such
portion being so used, then such remaining portion shall be applied on the date
of such termination or expiration as a mandatory repayment of principal of
outstanding Loans as provided in this Section 4.4(c).

                  (d) MANDATORY PREPAYMENT WITH EXCESS CASH FLOW. On each Excess
Cash Payment Date, an amount equal to 50% of Excess Cash Flow of Company and its
Subsidiaries for the most recent Excess Cash Flow Period ending prior to such
Excess Cash Payment Date shall be applied as a mandatory repayment of principal
of the Loans pursuant to the terms of Section 4.5(a), provided that, so long as
(x) no Event of Default or Unmatured Event of Default then exists, (y) the
Leverage Ratio as of the last day of such most recent Excess Cash Flow Period is
less than or equal to 2.0 to 1.0 and (z) the lowest rating of the Facilities (or
the lowest applicable rating if the Facilities have more than one rating) shall
be at least Ba2 by Moody's and BB by S&P, Borrowers shall not be required to
apply any portion of Excess Cash Flow as a mandatory repayment of the Loans as
provided in this Section 4.4(d)).

                  (e) MANDATORY PREPAYMENT UPON RECOVERY EVENT. Within ten (10)
days following each date on which Company or any of its Subsidiaries receives
any proceeds from any Recovery Event, an amount equal to 100% of the proceeds of
such Recovery Event (net of reasonable costs and taxes incurred in connection
with such Recovery Event) shall be applied as a mandatory repayment of principal
of the Loans pursuant to the terms of Section 4.5(a), provided that, (1) so long
as no Event of Default or Unmatured Event of Default then exists, if the net
proceeds from any Recovery Event are less than $1,000,000, then no prepayment
shall be required pursuant to this Section 4.4(e), and (2) so long as no Event
of Default or Unmatured Event of Default then exists, with respect to any single
or series of related Recovery Events the net proceeds therefrom which are equal
to or greater than $1,000,000 but less than $10,000,000 such proceeds shall not
be required to be so applied on such date to the extent that (x) any Borrower
has delivered a certificate to the Administrative Agent on or prior to such date
stating that such proceeds shall be (or have been) used to replace or restore
any properties or assets in respect of which such proceeds were paid within 360
days of the date of the receipt of such proceeds (which certificate shall set
forth the estimates of the proceeds to be so expended) and (y) such proceeds,
which may be in the form of Cash and/or Cash Equivalents, are deposited in an
escrow account with the Administrative Agent for the benefit of the Secured
Creditors (the "Recovery Event Escrow Account"), from which escrow account
amounts may be withdrawn only to repay the Loans pursuant to this Section 4.4(e)
or to be used for the purposes described in clause (x) above; provided, further,
that



                                       91
<PAGE>

                      (i) if the amount of such proceeds from any single or
series of related Recovery Events exceeds $10,000,000, then the entire amount
and not just the portion in excess of $10,000,000 shall be applied as a
mandatory repayment of the Loans as provided above in this Section 4.4(e) and if
the aggregate amount of such proceeds from all Recovery Events in any Fiscal
Year exceeds $15,000,000, then such amounts in excess of $15,000,000 shall be
applied as a mandatory repayment of the Loans as provided above in this Section
4.4(e),

                      (ii) if all or any portion of such proceeds not required
to be applied to the repayment of the Loans pursuant to the first proviso of
this Section 4.4(e) are not so used (or contractually committed to be used)
within 360 days after the day of the receipt of such proceeds, such remaining
portion shall be applied on the last day of such period as a mandatory repayment
of principal of the Loans as provided in this Section 4.4(e), and

                      (iii) if all or any portion of such proceeds are not
required to be applied on the 360th day referred to in clause (ii) above because
such amount is contractually committed to be used and subsequent to such date
such contract is terminated or expires without such portion being so used, then
such remaining portion shall be applied on the date of such termination or
expiration as a mandatory repayment of principal of outstanding Loans as
provided in this Section 4.4(e).

                  (f) MANDATORY PREPAYMENT WITH PROCEEDS OF CAPITAL STOCK. On
the first Business Day after receipt thereof by Company or any Subsidiary, an
amount equal to 25% of the Net Offering Proceeds of the sale or issuance of
Capital Stock (other than issuances of Capital Stock by Company permitted by
Section 8.5(b)) of (or cash capital contributions to) Company shall be applied
as a mandatory repayment of principal of the Loans pursuant to the terms of
Section 4.5(a).

                  (g) MANDATORY PREPAYMENT RELATING TO EXCESS LIQUIDITY. If
Borrowers and their Subsidiaries hold Cash and Cash Equivalents (including
Foreign Cash Equivalents) exceeding $50,000,000 in the aggregate for any period
of three (3) consecutive Business Days, then on the first Business Day
immediately following such three (3) consecutive Business Day period, Borrowers
shall repay the Revolving Loans in an amount equal to the fair market value of
the Cash and Cash Equivalents (including Foreign Cash Equivalents) held by
Borrowers and their Subsidiaries on such Business Day in excess of $50,000,000;
provided that for purposes of this clause (g), Cash or Cash Equivalents
(including Foreign Cash Equivalents) held by a qualified intermediary pursuant
to a deferred exchange agreement shall not be treated as being held by any
Borrower or its Subsidiary.

         4.5 APPLICATION OF PREPAYMENTS.

                  (a) PREPAYMENTS. Except as expressly provided in this
Agreement, all prepayments of principal made by any Borrower pursuant to Section
4.4(c) through (f) shall be applied (i) first, to the payment of the unpaid
principal amount of the Term Loans constituting First Priority Debt on a pro
rata basis until paid in full (ii) second, to the pro rata payment of the then
outstanding balance of the UK Revolving Loans, the Domestic Revolving Loans and
Canadian Revolving Loans (with corresponding permanent reductions to such
Commitments) until paid in full and the cash collateralization of LC
Obligations, (iii) third, to the payment of




                                       92
<PAGE>

the unpaid principal amount of the Term C Loans until paid in full, (iv) within
each of the foregoing Loans, first to the payment of Base Rate Loans and second
to the payment of Eurocurrency Loans; and (v) with respect to Eurocurrency
Loans, in such order as such Borrower shall request (and in the absence of such
request, as Administrative Agent shall determine). Each prepayment of Term Loans
constituting First Priority Debt made pursuant to Section 4.4 shall be allocated
to such Term Loans based on the aggregate principal amount of the Scheduled Term
Repayments based upon their applicable Term Pro Rata Share and pro rata to each
Scheduled Term Repayment. Each prepayment of the Term C Loans shall be applied
to reduce the principal amount thereof. If any prepayment of Eurocurrency Loans
made pursuant to a single Borrowing shall reduce the outstanding Loans made
pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount,
such Borrowing shall immediately be converted into Base Rate Loans. All
prepayments shall include payment of accrued interest on the principal amount so
prepaid, shall be applied to the payment of interest before application to
principal and shall include amounts payable, if any, under Section 3.5.

                  (b) PAYMENTS. All regular installment payments of principal on
the Term Loans shall be applied (i) first to the payment of Base Rate Loans and
second to the payment of Eurocurrency Loans and (ii) with respect to
Eurocurrency Loans, in such order as the applicable Borrower shall request (and
in the absence of such request, as Administrative Agent shall determine). All
payments shall include payment of accrued interest on the principal amount so
paid, shall be applied to the payment of interest before application to
principal and shall include amounts payable, if any, under Section 3.5. Payments
and prepayments of any Term Loan may not be reborrowed.

                  (c) WAIVER OF CERTAIN PREPAYMENTS BY TERM B LENDERS.
Notwithstanding anything to the contrary contained in this Section 4.5 or
elsewhere in this Agreement (including, without limitation, in Section 12.1),
Company shall have the option, in its sole discretion, to give the Term B
Lenders with outstanding Term B Loans the option to waive a voluntary prepayment
or mandatory prepayment of such Term B Loans pursuant to Sections 4.3 and 4.4(c)
and (f) (each such prepayment, a "Waivable Prepayment") upon the terms and
provisions set forth in this Section 4.5(c). If Company elects to exercise the
option referred to in the preceding sentence, Company shall give to
Administrative Agent written notice of its intention to give the Term B Lenders
the right to waive a Waivable Prepayment at least five (5) Business Days prior
to such prepayment, which notice Administrative Agent shall promptly forward to
all Term B Lenders (indicating in such notice the amount of such prepayment to
be applied to each such Term B Lender's outstanding Term B Loans under such Term
B Facility). Company's offer to permit the Term B Lenders to waive any such
Waivable Prepayment may apply to all or part of such prepayment; provided, that
any offer to waive part of such prepayment must be made ratably to the Term B
Lenders on the basis of their Term Pro Rata Share of outstanding Term B Loans.
In the event any such Term B Lender desires to waive such Lender's right to
receive any such Waivable Prepayment in whole or in part, such Lender shall so
advise Administrative Agent no later than the close of business two (2) Business
Days after the date of such notice from Administrative Agent, which notice shall
also include the amount such Lender desires to receive in respect of such
prepayment. If any such Lender does not reply to Administrative Agent within the
two (2) Business Days after the date of such notice from Administrative Agent,
it will be deemed not to have waived any part of such prepayment. If any such
Lender does not specify an amount it wishes to receive, it will be deemed to
have accepted one hundred percent (100%) of




                                       93
<PAGE>

the total prepayment. In the event that any such Term B Lender waives all or
part of such right to receive any such Waivable Prepayment, Administrative Agent
shall apply one hundred percent (100%) of the amount so waived, if any, by such
Term B Lender to the Term A Loans on a pro rata basis.

         4.6 METHOD AND PLACE OF PAYMENT.

                  (a) Except as otherwise specifically provided herein, all
payments under this Agreement shall be made to Administrative Agent, for the
ratable account of the Lenders entitled thereto, not later than 12:00 Noon (New
York City time) on the date when due and shall be made in Dollars, Canadian
Dollars or the relevant Alternative Currency and in each case to the account
specified therefor for Administrative Agent or if no account has been so
specified, at the Payment Office, it being understood that with respect to
payments in Dollars, written telex or telecopy notice by Company to
Administrative Agent to make a payment from the funds in Company's account at
the Payment Office shall constitute the making of such payment to the extent of
such funds held in such account. Administrative Agent will thereafter cause to
be distributed on the same day (if payment was actually received by
Administrative Agent prior to 12:00 Noon (New York City time) on such day) like
funds relating to the payment of principal or interest or fees ratably to the
Lenders entitled to receive any such payment in accordance with the terms of
this Agreement. If and to the extent that any such distribution shall not be so
made by Administrative Agent in full on the same day (if payment was actually
received by Administrative Agent prior to 12:00 Noon (New York City time) on
such day), Administrative Agent shall pay to each Lender its ratable amount
thereof and each such Lender shall be entitled to receive from Administrative
Agent, upon demand, interest on such amount at the overnight Federal Funds Rate
(or the applicable cost of funds with respect to amounts denominated in Canadian
Dollars or in an Alternative Currency) for each day from the date such amount is
paid to Administrative Agent until the date Administrative Agent pays such
amount to such Lender.

                  (b) Any payments under this Agreement which are made by any
Borrower later than 12:00 Noon (New York City time) shall, for the purpose of
calculation of interest, be deemed to have been made on the next succeeding
Business Day. Whenever any payment to be made hereunder shall be stated to be
due on a day which is not a Business Day, the due date thereof shall be extended
to the next succeeding Business Day and, with respect to payments of principal,
interest shall be payable during such extension at the applicable rate in effect
immediately prior to such extension, except that with respect to Eurocurrency
Loans, if such next succeeding Business Day is not in the same month as the date
on which such payment would otherwise be due hereunder or under any Note, the
due date with respect thereto shall be the next preceding applicable Business
Day.

         4.7      NET PAYMENTS.

                  (a) All payments made by or on behalf of Borrowers hereunder
or under any Loan Document will be made without setoff, or counterclaim. Except
as provided in Section 4.7(b), all payments hereunder and under any of the Loan
Documents (including, without limitation, payments on account of principal and
interest and fees) shall be made by or on behalf of Borrowers free and clear of
and without withholding for or on account of any Tax except to the extent as may
be required by law, but excluding therefrom,



                                       94
<PAGE>

                      (i) in the case of any Lender or Agent that is not a
United States person (as such term is defined in Section 7701(a)(30) of the
Code) (each being referred to as a "Non-U.S. Participant"), any Taxes imposed by
the United States by means of withholding at the source on actual payments by
Company (a) unless such withholding results from a change in applicable law,
treaty or regulations or the interpretation or administration thereof
(including, without limitation, any guideline or policy not having the force of
law) by any authority charged with the administration thereof subsequent to the
date of this Agreement or (b) unless such withholding is imposed on payments
with respect to a Lender's interest in the Loan Documents acquired under Section
3.7, Section 12.6, or Article XIII;

                      (ii) in the case of any Assignee or Participant that is a
Non-U.S. Participant, any Taxes imposed by the United States by the means of
withholding on actual payments by Company (a) unless such withholding results
from a change in applicable law, treaty or regulations or interpretation or
administration thereof (including, without limitation, any guideline or policy
not having the force of law) by any authority charged with the administration
thereof subsequent to the date the Assignee or Participant becomes a Lender with
respect to the Loan or portion thereof affected by such change; (b) except to
the extent such withholding was imposed on payments to the Lender that sold the
interests to the Assignee or Participant on the date of such sale, but only to
extent such Lender was entitled to indemnification for or reimbursement for or
protection against such Taxes pursuant to Section 4.7; or (c) unless such
withholding is imposed on payments with respect to an Assignee's or
Participant's interest in a Loan Document acquired under Section 3.7, Section
12.6 or Article XIII;

                      (iii) any Taxes imposed by the United Kingdom solely
because the Lender is not, or has ceased to be, a Qualifying Lender. This
Section 4.7(a)(iii) will not apply if the Lender has ceased to be a Qualifying
Lender by reason of any change after the date it became a Lender under this
Agreement in (or in the interpretation, administration, or application of) any
law or double taxation agreement or any published practice or concession of any
relevant taxing authority; and

                      (iv) any Taxes imposed by Canada or a province or
territory thereof on or in respect of a Canadian Revolving Lender on payments
made or credited under the Canadian Revolving Loans or Canadian Letters of
Credit, or on or in respect of the Canadian Administrative Agent, by reason of
the Canadian Revolving Lender or Canadian Administrative Agent, as the case may
be, not being a Canadian Resident, unless such Taxes are imposed on payments
with respect to a Lender's interest in the Loan Documents acquired under Section
3.7, Section 12.6 or Article XIII.

                  (b) If any Borrower or Administrative Agent is required by law
to make any deduction or withholding of any Taxes from any payment due hereunder
or under any of the Loan Documents (except for Taxes to the extent excluded
under Section 4.7(a)(i), (ii), (iii) or (iv)) then the amount payable will be
increased by the Borrower to such amount which, after deduction from such
increased amount of all such Taxes required to be withheld or deducted
therefrom, will not be less than the amount due and payable hereunder had no
such deduction or withholding been required. If any Borrower or Administrative
Agent makes any payment hereunder or under any of the Loan Documents in respect
of which it is required by law to make any deduction or withholding of any
Taxes, it shall pay the full amount to be deducted or




                                       95
<PAGE>

withheld to the relevant taxation or other authority within the time allowed for
such payment under applicable law and shall deliver to Administrative Agent
within 30 days after it has made such payment to the applicable authority a
receipt issued by such authority or other evidence reasonably satisfactory to
Administrative Agent evidencing the payment to such authority of all amounts so
required to be deducted or withheld from such payment.

(c) Without prejudice to the provisions of Section 4.7(a), if any Lender, or
Administrative Agent on its behalf, is required by law to make any payment
(including, without limitation, if such payment is as a result of an imposition,
levy, or assessment) on account of Taxes (other than Taxes to the extent
excluded under Section 4.7(a)(i), (ii), (iii) or (iv)) on or specifically in
relation to any payments made under any of the Loan Documents by such Lender, or
Administrative Agent on its behalf, Borrowers will promptly indemnify such
Person against such Tax, together with any interest, penalties and reasonable
expenses (including reasonable counsel fees and expenses) payable or incurred in
connection therewith, including any tax of any Lender arising by virtue of
payments under this Section 4.7(c), computed in a manner consistent with this
Section 4.7(c). A certificate (showing in reasonable detail the basis for such
calculation) as to the amount of such payment by such Lender, or Administrative
Agent on its behalf, absent manifest error, shall be final, conclusive and
binding upon all parties hereto for all purposes.

                  (d) (i) Each Lender or Administrative Agent (other than a
Canadian Revolving Lender) that is a Non-U.S. Participant agrees to deliver to
Company and Administrative Agent on or prior to the Initial Borrowing Date, or
in the case of a Lender that is a Non-U.S. Participant that becomes a party to
this Agreement on a later date, on the date such Lender becomes a party to the
Agreement, together with any other certificate or statement of exemption
required under the Code, (a) two accurate and complete original signed copies of
IRS Form W-8BEN or W-8ECI or W-8IMY (or successor forms), or (b), (x) a
certificate substantially in the form of Exhibit 4.7(d) (any such certificate, a
"Section 4.7(d) Certificate") and (y) two accurate and complete original signed
copies of IRS Form W-8BEN (or successor form). In addition, each Non-U.S.
Participant (other than a Canadian Revolving Lender) agrees that from time to
time after the Initial Borrowing Date, when a lapse in time or change in
circumstances renders the previous certification obsolete or inaccurate in any
material respect, it will deliver to Company and Administrative Agent two new
accurate and complete original signed copies of IRS Form W-8BEN or W-8ECI or
W-8IMY, or Form W-8BEN and a Section 4.7(d) Certificate, as the case may be, and
such other forms as may be required in order to confirm or establish the
entitlement of such Lender or Agent to a continued exemption from or reduction
in United States withholding Tax with respect to payments under this Agreement
and any Note. To the extent a Non-U.S. Participant is unable to deliver the
forms required under this Section 4.7(d)(i), it shall immediately notify Company
and Administrative Agent.

                      (ii) Each Lender and Agent (other than a Canadian
Revolving Lender) that is a U.S. Person (as such term is defined in Section
7701(a)(30) of the Code) and that is not a corporation for U.S. federal income
tax purposes, agrees to deliver to Company and Administrative Agent on or prior
to the Initial Borrowing Date, or in the case of such Lender that becomes a
party to this Agreement on a later date, the date such Lender becomes a party to
this Agreement, two accurate and complete original signed copies of IRS Form W-9
(or successor




                                       96
<PAGE>

form) certifying to such Lender's entitlement to receive payments under this
Agreement without deduction for United States backup withholding tax.

                      (iii) Each Lender shall, if requested by Company or
Administrative Agent, provide any other tax forms or other documents that
Company or Administrative Agent determines are necessary or appropriate to avoid
(or reduce) withholding on payments under the Loan Documents pursuant to the
laws of Canada or the United Kingdom.

                      (iv) Canadian Administrative Agent and each Canadian
Revolving Lender severally represents and warrants, on behalf of itself only, to
and in favor of the Canadian Borrowers that, as of the date of this Agreement,
it is a Canadian Resident. Any Canadian Revolving Lender or Canadian
Administrative Agent (including, for greater certainty, any successors,
assignees, or transferees thereof) that, after the date of this Agreement, is
not a Canadian Resident shall immediately notify the Canadian Borrowers and, if
applicable, the Canadian Administrative Agent of such fact and shall provide to
the Canadian Borrowers and, if applicable, the Canadian Administrative Agent
such certifications as may be necessary to enable proper withholdings to be
made.

                      (v) A UK Non-Bank Lender and a Treaty Lender which is or
becomes a party to this Agreement shall promptly give a Confirmation to Company
upon entering into this Agreement and shall promptly notify Company and
Administrative Agent if there is any change in the position from that set out in
the Confirmation.

                  (e) Each Lender agrees that, as promptly as practicable after
it becomes aware of the occurrence of any event or the existence of any
condition that would cause any Borrower to make a payment in respect of any
Taxes to such Lender pursuant to Section 4.7(b) or a payment in indemnification
for any Taxes pursuant to Section 4.7(c), it will use reasonable efforts to
make, fund or maintain the Loan (or portion thereof) of such Lender with respect
to which the aforementioned payment is or would be made through another lending
office of such Lender if as a result thereof the additional amounts which would
otherwise be required to be paid by any Borrower in respect of such Loans (or
portions thereof) or participation in Letters of Credit pursuant to Section 4.7
would be materially reduced (as determined after appropriate consultation
between such Lender and Company), and if, in the judgment of such Lender, the
making, funding or maintaining of such Loans or participation in Letters of
Credit (or portions thereof) through such other lending office would not be
otherwise disadvantageous to such Lender. Each Borrower agrees to pay all
reasonable expenses incurred by any Lender in utilizing another lending office
of such Lender pursuant to this Section 4.7(e).

                  (f) If any Borrower shall pay any amounts in respect of taxes
pursuant to Section 4.7(b) or (c) and any Lender determines, in its good faith
discretion at any time thereafter that it has received a refund of such taxes,
or any portion thereof, or a direct credit with respect to the payment of such
tax, or any portion thereof, then such Lender shall as soon as is reasonably
practicable pay to such Borrower the amount of such refund or direct credit net
of all out-of-pocket expenses reasonably incurred by the Lender to obtain such
refund or direct credit (and which are attributable to, in the good faith
discretion of Lender, the refund or direct credit of taxes, or a portion
thereof, paid pursuant to Section 4.7(b) or (c)) and without interest except for
any interest paid by the relevant Governmental Authority with respect to the
refund or direct




                                       97
<PAGE>

credit as shall leave the Lender in the position it would have been in if no
such payment in respect of taxes had been required; provided, however, that such
Borrower agrees to repay the amount paid over to such Borrower under this
Section 4.7(f) (plus any penalties, interest, and other related charges properly
allocable to the repayment of the refund or direct credit) to the Lender in the
event the Lender is required to repay the refund or direct credit to the
Governmental Authority and provided always that the Lender shall not be required
to disclose any matters relating to their tax affairs.

         4.8 LIMITATION ON LIABILITY FOR OBLIGATIONS. Notwithstanding any
provision of this Agreement or any other Loan Documents to the contrary, no
Foreign Subsidiary shall be liable for any obligation with respect to any of the
Term Loans, the Domestic Revolving Facilities, the Swing Line Loans, any
Interest Rate Agreement or Other Hedging Agreement to which Company is party, or
Borrowings by Company under the UK Revolving Facility.

                                   ARTICLE V

                              CONDITIONS OF CREDIT

         5.1 CONDITIONS PRECEDENT TO THE INITIAL BORROWING. The obligation of
the Lenders to make the Initial Loans and the obligation of the Facing Agent to
issue and the Revolving Lenders to participate in Letters of Credit under this
Agreement shall be subject to the fulfillment, at or prior to the Initial
Borrowing Date, of each of the following conditions:

                  (a) CREDIT AGREEMENT AND NOTES. Borrowers shall have duly
executed and delivered to Administrative Agent, with a signed counterpart for
each Lender, this Agreement (including all schedules, exhibits, certificates,
opinions and financial statements delivered pursuant hereto), and, if requested,
the Notes payable to the order of each applicable Lender in the amount of its
respective Commitments all of which shall be in full force and effect;

                  (b) GUARANTIES.

                      (i) Domestic Subsidiary Guaranty. Each Domestic Subsidiary
of Company that is also a Material Subsidiary shall have duly authorized,
executed and delivered the Domestic Subsidiary Guaranty substantially in the
form of Exhibit 5.1(b)(i) (as modified, supplemented, amended or restated from
time to time in accordance with the terms hereof or thereof, the "Domestic
Subsidiary Guaranty"),

                      (ii) UK Subsidiary Guaranty. UK Borrower shall have duly
authorized, executed and delivered the UK Subsidiary Guaranty substantially in
the form of Exhibit 5.1(b)(ii) (as modified, supplemented, amended or restated
from time to time in accordance with the terms hereof or thereof, the "UK
Subsidiary Guaranty"), and

                      (iii) Canadian Subsidiary Guaranty. Canadian Borrowers and
each Canadian Subsidiary of each Canadian Borrower that is a Material Subsidiary
shall have duly authorized, executed and delivered the Canadian Subsidiary
Guaranty substantially in the form of Exhibit 5.1(b)(iii) (as modified,
supplemented, amended or restated from time to time in accordance with the terms
hereof or thereof, the "Canadian Subsidiary Guaranty");



                                       98
<PAGE>

                  (c) PLEDGE AGREEMENTS; SECURITY AGREEMENTS.

                      (i) Domestic Security Agreement. Company and each Domestic
Subsidiary of Company that is also a Material Subsidiary shall have duly
authorized, executed and delivered the Domestic Security Agreement substantially
in the form of Exhibit 5.1(c)(i) (as modified, supplemented, amended or restated
from time to time in accordance with the terms hereof or thereof, the "Domestic
Security Agreement") and shall have delivered to Administrative Agent, as
Pledgee, all the Pledged Securities referred to therein then owned, if any, by
such Credit Party, together with executed and undated stock powers, in the case
of Capital Stock constituting Pledged Securities and the Domestic Security
Agreement and such other documents shall be in full force and effect;

                      (ii) Canadian Security Agreement. Each Canadian Borrower
and each Canadian Subsidiary of each Canadian Borrower that is a Material
Subsidiary shall have duly authorized, executed and delivered a Security
Agreement in the form of Exhibit 5.1(c)(ii) (each as modified, supplemented,
amended or restated from time to time in accordance with the terms hereof or
thereof, a "Canadian Security Agreement");

                      (iii) Canadian Pledge Agreement. Each Canadian Borrower
and each Canadian Subsidiary that is a Material Subsidiary shall have duly
authorized, executed and delivered a Canadian Pledge Agreement substantially in
the form of Exhibit 5.1(c)(iii) hereto (each as modified, supplemented, amended,
or otherwise restated from time to time in accordance with the terms hereof or
thereof, a "Canadian Pledge Agreement"), and shall have delivered to
Administrative Agent, as Pledgee, all the Pledged Securities referred to therein
then owned, if any, by such Credit Party, together with executed and undated
stock powers, in the case of Capital Stock constituting Pledged Securities and
the Canadian Pledge Agreement and such other documents shall be in full force
and effect; and

                      (iv) UK Security Agreement. UK Borrower shall have duly
authorized, executed and delivered the UK Security Agreement substantially in
the form of Exhibit 5.1(c)(iv) hereto (as modified, supplemented, amended, or
otherwise restated from time to time in accordance with the terms hereof and
thereof, the "UK Security Agreement") and shall have delivered to Administrative
Agent, as Pledgee, all the Pledged Securities referred to therein then owned, if
any, by such Credit Party, together with executed and undated stock powers or
stock transfer forms, as appropriate, in the case of Capital Stock constituting
Pledged Securities and such other documents shall be in full force and effect;

                      (v) Miscellaneous Security Provisions. Each Credit Party
shall have delivered:

                          (A) proper financing statements (Form UCC-1 or such
other financing statements or similar notices as shall be required by local law)
fully executed for filing under the UCC or other appropriate filing offices of
each jurisdiction as may be necessary or, in the opinion of Administrative
Agent, desirable to perfect the security interests purported to be created by
the Security Agreements and Canadian Pledge Agreement, including the requisition
of notices of intention to give security under Section 427 of the Bank Act
(Canada) from each Canadian Borrower in favor of each Canadian Revolving Lender;



                                       99
<PAGE>

                          (B) responses to Requests for Information (Form
UCC-11), or equivalent reports, listing all effective financing statements or
similar notices that name such Credit Party or its Subsidiaries (by its actual
name or any trade name, fictitious name or similar name), or any division or
other operating unit thereof, as debtor, together with copies of such other
financing statements (none of which shall cover the Collateral except to the
extent evidencing Permitted Liens or for which Administrative Agent shall have
received termination statements (Form UCC-3 or such other termination statements
as shall be required by local law) fully executed for filing);

                          (C) evidence of the completion of all other recordings
and filings of, or with respect to, the Security Agreements and Canadian Pledge
Agreement and all other actions as may be necessary or, in the opinion of
Administrative Agent, desirable to perfect the security interests intended to be
created by the Security Agreements and Canadian Pledge Agreement;

                          (D) executed landlord waivers from the lessors of
leased property of Company and its Subsidiaries located at 2200, 715 - 5th
Avenue SW Calgary, AB Canada T2P5AZ and 10300 Town Park, Houston, Texas 77072,
in each case, in form and substance reasonably satisfactory to Administrative
Agent; and

                          (E) evidence that all other actions necessary, or in
the reasonable opinion of Administrative Agent, desirable to perfect the
security interests purported to be taken by the Security Agreements and Canadian
Pledge Agreement have been taken.

                  (d) SHIP MORTGAGES. Administrative Agent shall have received
fully executed counterparts of ship mortgages in form and substance satisfactory
to Administrative Agent and the Required Lenders, which ship mortgages shall
cover such vessels to which Borrowers hold title, together with evidence that
counterparts of such ship mortgages have been delivered on the Initial Borrowing
Date to the appropriate Governmental Authority for recording to the extent
necessary or desirable, in the judgment of Administrative Agent, to create a
valid and enforceable first priority lien on such mortgaged ships, subject only
to Permitted Liens in favor of Administrative Agent for the benefit of Secured
Creditors, together with such surveys, in form and substance satisfactory to
Administrative Agent, dated a recent date acceptable to Administrative Agent and
such other documents and instruments as Administrative Agent may require to
create and perfect the security interests contemplated hereby;

                  (e) OPINIONS OF COUNSEL. Administrative Agent shall have
received from (i) Fulbright & Jaworski L.L.P., special counsel to the Credit
Parties, an opinion addressed to Administrative Agent and each of the Lenders
and dated the Initial Borrowing Date, which shall be in form and substance
satisfactory to Administrative Agent and the Required Lenders and which shall
cover the matters set forth in Exhibit 5.1(e) and such other matters incident to
the transactions contemplated herein as Administrative Agent or the Required
Lenders may reasonably request, (ii) opinions of local counsel to the Credit
Parties (including Canadian counsel, UK counsel and such other foreign counsel
as may be necessary) dated the Initial Borrowing Date, each of which shall be in
form and substance satisfactory to Administrative Agent and the Required
Lenders, which opinions shall cover such matters incident to the transactions
contemplated herein and in the other Loans Documents as Administrative Agent or





                                      100
<PAGE>

the Required Lenders may reasonably request and (iii) Larry L. Worden, general
counsel to Company, an opinion addressed to Administrative Agent and each of the
Lenders and dated the Initial Borrowing Date and which shall cover the matters
set forth in Exhibit 5.1(e) and such other matters incident to the transactions
contemplated herein as Administrative Agent or Required Lenders may reasonably
request;

                  (f) OFFICER'S CERTIFICATE. Administrative Agent shall have
received, with a signed counterpart for each Lender, a certificate executed by a
Responsible Officer on behalf of Borrowers, dated the date of this Agreement and
in the form of Exhibit 5.1(f) hereto, stating that the representations and
warranties set forth in Article VI hereof are true and correct as of the date of
the certificate, that no Event of Default or Unmatured Event of Default has
occurred and is continuing or would result from this Agreement or the other Loan
Documents becoming effective in accordance with their terms, that the conditions
of Section 5.1 hereof have been fully satisfied (except that no opinion need be
expressed as to the Administrative Agent's or Required Lenders' satisfaction
with any document, instrument or other matter) and that no Liens (except for
Permitted Liens) have been placed against the Collateral since the respective
dates of the searches of financing statements filed under the UCC and delivered
pursuant to this Section 5.1;

                  (g) SECRETARY'S CERTIFICATE. On the Initial Borrowing Date,
the Administrative Agent shall have received from each Credit Party a
certificate, dated the Initial Borrowing Date, signed by the secretary or any
assistant secretary of such Credit Party, in the form of Exhibit 5.1(g) with
appropriate insertions, as to the incumbency and signature of the officers of
each such Credit Party executing any Loan Document (in form and substance
satisfactory to Administrative Agent) and any certificate or other document or
instrument to be delivered pursuant hereto or thereto by or on behalf of such
Credit Party, together with evidence of the incumbency of such Secretary or
Assistant Secretary, and certifying as true and correct, attached copies of the
Certificate of Incorporation (certified as of recent date by the Secretary of
State or other comparable authority) and by-laws (or other Organizational
Documents) of such Credit Party and the resolutions of such Credit Party
referred to in such certificate (including, if required by local law, any
shareholders' resolutions and board resolutions of any corporate shareholder
approving such shareholders' resolutions) and all of the foregoing (including
each such Certificate of Incorporation and by-laws (or other Organizational
Documents)) shall be satisfactory to Administrative Agent or the Required
Lenders;

                  (h) GOOD STANDING. A good standing certificate or certificate
of status (or the equivalent, if applicable) of each Credit Party other than UK
Borrower from the Secretary of State (or other Governmental Authority) of its
state or province of organization and such other states or provinces as shall be
reasonably requested by Administrative Agent and, for UK Borrower, a certificate
evidencing "good standing";

                  (i) ADVERSE CHANGE. On or prior to the Initial Borrowing Date,
there shall be no facts, events or circumstances, now existing or hereafter
arising, and nothing shall have occurred which shall have come to the attention
of any of the Lenders which, in their good faith determination, has or
reasonably could be expected to have a Material Adverse Effect;

                  (j) APPROVALS. All necessary governmental (domestic and
foreign) and material third party approvals and/or consents in connection with
the Transaction, the




                                      101
<PAGE>

transactions described in the Documents and otherwise referred to herein or
therein shall have been obtained and remain in effect, and all applicable
waiting periods shall have expired without any action being taken by any
competent authority which restrains, prevents or imposes materially adverse
conditions upon the consummation of all or any part of the Transaction or the
other transactions described in the Documents and otherwise referred to herein
or therein. Additionally, there shall not exist any judgment, order, injunction
or other restraint issued or filed or a hearing seeking injunctive relief or
other restraint pending or notified prohibiting or imposing material adverse
conditions upon all or any part of the Transaction, the transactions described
in the Documents or the making of the Loans or the issuance of Letters of
Credit;

                  (k) LITIGATION. No action, suit or proceeding (including,
without limitation, any inquiry or investigation) by any Person (private or
governmental) shall be pending or, to the best knowledge of Borrowers,
threatened against the Company or any of its Subsidiaries or with respect to
this Agreement, any other Document or any documentation executed in connection
herewith or the transactions described herein (including, without limitation,
the Transaction), or with respect to any of the Existing Obligations or the
obligations being refinanced in connection with the consummation of the
Transaction or which Administrative Agent or the Required Lenders shall
determine could reasonably be expected to have a Material Adverse Effect, and no
injunction or other restraining order shall have been issued or a hearing
therefor be pending or noticed with respect to this Agreement, any other
Document or any documentation executed in connection herewith or the
transactions described herein (including, without limitation, the Transaction);

                  (l) FEES. Borrowers shall have paid jointly and severally to
Administrative Agent and the Lenders all costs, fees and expenses (including,
without limitation, legal fees and expenses of Winston & Strawn and the costs,
fees and expenses referred to in Section 12.4) payable to Administrative Agent
and the Lenders to the extent then due. On the Initial Borrowing Date, after
giving effect to the Transactions, the Company shall not have incurred any
Revolving Loans;

                  (m) EVIDENCE OF INSURANCE. On the Initial Borrowing Date,
Administrative Agent shall have received evidence of insurance complying with
the requirements of Section 7.8 for the business and properties of Company, in
scope, form and substance reasonably satisfactory to the Required Lenders;

                  (n) PRO FORMA BALANCE SHEET. Administrative Agent shall have
received the Pro Forma Balance Sheet prepared in accordance with of the
Securities Act in form and substance satisfactory to Administrative Agent and
the Required Lenders;

                  (o) TERMINATION OF EXISTING CREDIT AGREEMENT; SENIOR NOTES
DEFEASANCE.

                      (i) On or prior to the Initial Borrowing Date, the total
commitments under the Existing Credit Agreement shall have been terminated, all
loans thereunder shall have been repaid in full, together with interest thereon,
and all other amounts owing pursuant to such agreement shall have been repaid in
full and such agreement shall have been terminated on terms and conditions
satisfactory to Administrative Agent and the Required Lenders and be of no
further force or effect and the creditors there under shall have terminated and
released all



                                      102
<PAGE>

security interests and Liens on the assets owned by Company and its Subsidiaries
in a manner satisfactory to Administrative Agent; and

                      (ii) On or prior to the Initial Borrowing Date, the Senior
Notes Defeasance shall have been consummated;

                  (p) EXISTING INDEBTEDNESS. On the Initial Borrowing Date and
after giving effect to the Transaction and the other transactions contemplated
hereby, neither Company nor any of its Subsidiaries shall have any material
indebtedness for money borrowed outstanding except for the Loans and the
Indebtedness to Remain Outstanding;

                  (q) TAX AND ACCOUNTING ASPECTS OF TRANSACTIONS/CAPITAL
STRUCTURE. The Required Lenders shall be satisfied in their reasonable
discretion with all financial, legal, tax and accounting matters (including any
tax legislation pending before the United States Congress or any committee
thereof) relating to the Transactions. On the Initial Borrowing Date, the
ownership, financial structure and capital structure (including without
limitation, the terms of any capital stock, options, warrants or other
securities issued by Company or any of its Material Subsidiaries) and management
of Company and its Material Subsidiaries (after giving effect to the
Transaction) shall be in form and substance reasonably satisfactory to the
Required Lenders and the Obligations shall not be structurally subordinated to
any Indebtedness of Company or its Subsidiaries;

                  (r) CONSUMMATION OF TRANSACTIONS, ETC. The structure and all
terms of, and the documentation for, each component of the Transaction shall be
satisfactory to each of the Lenders. The transactions described in the
Transaction Documents shall have been consummated in all material respects
without any waiver or amendment, except as disclosed on Schedule 5.1(r) hereto
and as consented to by the Required Lenders (such consent not to be unreasonably
withheld), of any conditions precedent thereto required to be performed on or
prior to the consummation of the transactions contemplated thereby which are for
the benefit of each Borrower and the waiver of which, in the reasonable judgment
of the Required Lenders, could be expected to have a Material Adverse Effect,
and the Lenders shall have received such evidence of the consummation of such
transactions as the Lenders may reasonably request; all representations and
warranties of the Credit Parties and the other parties thereto contained in the
Transaction Documents shall be true and correct; and all notifications, consents
and approvals required pursuant to the Transaction Documents shall have been
given or obtained, as the case may be;

                  (s) AUDITED FINANCIALS. Administrative Agent and each Lender
shall have received (i) audited financial statements for Company and its
Subsidiaries for the most recent three Fiscal Years (including the Fiscal Year
ended July 31, 2002), (ii) the most recent unaudited quarterly consolidated and
consolidating financial statements for Company and its Subsidiaries, and (iii)
financial projections and pro forma financial statements for Company and its
Subsidiaries and all such statements, projections and pro formal financial
statements, (including, with respect to the projections, the reasonableness of
any assumptions made therein), shall be reasonably satisfactory to
Administrative Agent;



                                      103
<PAGE>

                  (t) SOLVENCY CERTIFICATE. On the Initial Borrowing Date,
Administrative Agent and the Lenders shall have received a solvency certificate,
in form and substance satisfactory to them, from the Chief Financial Officer of
the Company with respect to the solvency of the Company, after giving effect to
the Transaction;

                  (u) NO VIOLATIONS OF LAWS. The execution and delivery of the
Documents and the consummation of the transactions contemplated thereby
(including the Transaction) shall not violate or conflict with any law, rule or
regulation or any material agreement, contract or other obligation binding upon
or affecting the property of the Company or any of its Subsidiaries;

                  (v) MARGIN REGULATIONS. All Loans shall be in full compliance
with all applicable requirements, including, to the extent applicable, the rules
and regulations of the Board;

                  (w) Ratings. Company shall have obtained ratings from S&P and
Moody's with respect to the Facilities;

                  (x) CERTIFICATE OF RESPONSIBLE OFFICER. After giving effect to
the Transaction, the Leverage Ratio shall be no greater than 3.00 to 1.00 and
the Interest Coverage Ratio shall be not less than 1.25 to 1.00 and Company
shall have provided to Lenders a duly executed certificate of Responsible
Officer, establishing such compliance, together with calculations thereof in
reasonable detail; and

                  (y) OTHER MATTERS. All corporate and other proceedings taken
in connection with the Transactions at or prior to the date of this Agreement,
and all documents incident thereto will be reasonably satisfactory in form and
substance to Administrative Agent; and the Lenders shall have received such
other instruments and documents as Administrative Agent and the Lenders shall
reasonably request in connection with the execution of this Agreement, and all
such instruments and documents shall be reasonably satisfactory in form and
substance to Administrative Agent and the Lenders.

         5.2 CONDITIONS PRECEDENT TO ALL CREDIT EVENTS. The obligation of each
Lender to make Loans (including Loans made on the Initial Borrowing Date) and
the obligation of any Facing Agent to issue or any Revolving Lender to
participate in any Letter of Credit hereunder in each case shall be subject to
the fulfillment at or prior to the time of each such Credit Event of each of the
following conditions:

                  (a) REPRESENTATIONS AND WARRANTIES. The representations and
warranties contained in this Agreement and the other Loan Documents shall each
be true and correct in all material respects on the Initial Borrowing Date and
on the date of each Credit Event and as of such time, as though made on and as
of such time except to the extent such representations and warranties are
expressly made as of a specified date in which event such representation and
warranties shall be true and correct as of such specified date.

                  (b) NO DEFAULT. No Event of Default or Unmatured Event of
Default shall have occurred and shall then be continuing on such date or will
occur after giving effect to such Credit Event.



                                      104
<PAGE>

                  (c) NOTICE OF BORROWING; LETTER OF CREDIT REQUEST.

                      (i) Prior to the making of each Loan, Administrative Agent
shall have received a Notice of Borrowing meeting the requirements of Section
2.5 or Canadian Administrative Agent shall have received a Notice of Canadian
Borrowing meeting the requirements of Section 2A.5, as applicable.

                      (ii) Prior to the issuance of each Letter of Credit,
Administrative Agent and the respective Facing Agent shall have received a
Letter of Credit Request.

                  (d) ADVERSE CHANGE. At the time of each such Credit Event and
after giving effect thereto, nothing shall have occurred (and no Lender shall
have become aware of any facts or conditions previously unknown) which has, or
is reasonably likely to have, a Material Adverse Effect.

                  (e) EXCESS CASH AND CASH EQUIVALENTS. Without the consent of
the Majority Lenders of the applicable Revolving Facility, no Revolving Lender
shall be obligated to make any Revolving Loans, if after giving effect to the
application of the proceeds therefrom, the aggregate amount of Cash and Cash
Equivalents (including Foreign Cash Equivalents) held by Borrowers and their
Subsidiaries shall have exceeded $35,000,000 for the period of three (3)
consecutive Business Days ending on the day immediately prior to such Borrowing;
provided that for purposes of this Section 5.2(e), Cash and Cash Equivalents
(including Foreign Cash Equivalents) held by a qualified intermediary pursuant
to a deferred exchange agreement shall not be treated as being held by Borrowers
and their Subsidiaries.

                  (f) OTHER INFORMATION. Administrative Agent shall have
received such other instruments, documents and opinions as it may reasonably
request in connection with such Credit Event, and all such instruments and
documents shall be reasonably satisfactory in form and substance to
Administrative Agent.

                  The acceptance of the benefits of each such Credit Event by
Borrowers shall be deemed to constitute a representation and warranty by it to
the effect of paragraphs (a), (b), (c), (d) and (e) of this Section 5.2 (except
that no opinion is deemed made as to the Administrative Agent's or Required
Lenders' satisfaction with any document, instrument or other matter).

                  Each Lender hereby agrees that by its execution and delivery
of its signature page hereto and by the funding of its Loan to be made on the
Initial Borrowing Date, such Lender approves of and consents to each of the
matters set forth in Section 5.1 and Section 5.2 (solely with respect to the
Loans made on the Initial Borrowing Date) which must be approved by, or which
must be satisfactory to, the Administrative Agent or the Required Lenders or
Lenders, as the case may be, provided that, in the case of any agreement or
document which must be approved by, or which must be satisfactory to, the
Required Lenders, or the Lenders, Administrative Agent or Company shall have
delivered a copy of such agreement or document to such Persons on or prior to
the Initial Borrowing Date if requested.



                                      105
<PAGE>
                  ARTICLE VI REPRESENTATIONS AND WARRANTIES

                  In order to induce the Lenders to enter into this Agreement
and to make the Loans, and issue (or participate in) the Letters of Credit as
provided herein, Borrowers make the following representations, warranties and
agreements with respect to themselves and their Subsidiaries as of the Initial
Borrowing Date (both before and after giving effect to the consummation of the
Transaction) and as of the date of each subsequent Credit Event, all of which
shall survive the execution and delivery of this Agreement and the Notes and the
making of the Loans and issuance of the Letters of Credit, with the occurrence
of each Credit Event on or after the Initial Borrowing Date being deemed to
constitute a representation and warranty that the matters specified in this
Article VI are true and correct on and as of the Initial Borrowing Date and on
and as of the date of each of such Credit Event, provided that, any
representation or warranty which by its terms is made as of a specified date
shall be represented to be true and correct on the date of each Credit Event but
only as of such specified date:

         6.1 CORPORATE STATUS. Each Credit Party (i) is a duly organized or
incorporated, as the case may be, and validly existing organization or company
in good standing (or its equivalent) under the laws of the jurisdiction of its
organization or incorporation, as the case may be, (ii) has the organizational
or constitutional power and authority to own its property and assets and to
transact the business in which it is engaged and presently proposed to engage in
and (iii) is duly qualified and is authorized to do business and is in good
standing (or its equivalent) in (y) its jurisdiction of organization or
incorporation, as the case may be, and (z) in each other jurisdiction where the
ownership, leasing or operation of property or the conduct of its business
requires such qualification, except in the case of clause (z) for such failure
to be so qualified which, in the aggregate, would not have a Material Adverse
Effect.

         6.2 CORPORATE POWER AND AUTHORITY. Each Credit Party has the corporate
(or equivalent) power and authority to execute, deliver and perform the terms
and provisions of each of the Documents to which it is a party and has taken all
necessary organizational or constitutional action to authorize the execution,
delivery and performance by it of each of such Documents. Each Credit Party has
duly executed and delivered each of the Documents to which it is a party, and
each of such Documents constitutes its legal, valid and binding obligation
enforceable in accordance with its terms, except to the extent that the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws generally affecting creditors' rights
and by equitable principles (regardless of whether enforcement is sought in
equity or at law).

         6.3 NO VIOLATION. Neither the execution, delivery or performance by any
Credit Party of the Documents to which it is a party (including, without
limitation, the granting of Liens pursuant to the Security Documents), nor
compliance by it with the terms and provisions thereof, nor the consummation of
the transactions described therein (i) will contravene any provision of any
Requirement of Law applicable to any Credit Party, (ii) will violate or result
in any breach of or constitute a tortious interference with any of the terms,
covenants, conditions or provisions of, or constitute a default under, or result
in the creation or imposition of (or the obligation to create or impose) any
Lien (except pursuant to the Security Documents) upon any of the property or




                                      106
<PAGE>

assets of any Credit Party pursuant to the terms of any material Contractual
Obligation to which any Credit Party is a party or by which it or any of its
property or assets is bound or to which it may be subject, (iii) will violate
any provision of any Organizational Document of any Credit Party or (iv) require
any approval of stockholders or any approval or consent of any Person (other
than a Governmental Authority) except as set forth on Schedule 6.3.

         6.4 GOVERNMENTAL AND OTHER APPROVALS. Except as set forth on Schedule
6.4, no order, consent, approval, license, authorization or validation of, or
filing, recording or registration with (except as have been obtained or made on
or prior to the Initial Borrowing Date), or exemption by, any Governmental
Authority, is required to authorize, or is required in connection with, (i) the
execution, delivery and performance of any Document or (ii) the legality,
validity, binding effect or enforceability of any such Document.

         6.5 FINANCIAL STATEMENTS; FINANCIAL CONDITION; UNDISCLOSED LIABILITIES
PROJECTIONS; ETC.

                  (a) FINANCIAL STATEMENTS.

                      (i) The balance sheet of Company at July 31, 2002 and the
related statements of operations, cash flows and shareholders' equity of Company
for the Fiscal Year or other period ended on such date fairly presents in all
material respects the financial condition and results of operation and cash
flows of Company and its consolidated Subsidiaries as of such dates and for such
periods. Copies of such statements have been furnished to the Lenders prior to
the date hereof and have been examined by PricewaterhouseCoopers LLP,
independent certified public accountants, who delivered an unqualified opinion
in respect thereto, and

                      (ii) the unaudited pro forma dated as of December 31, 2002
(after giving effect to the Transaction, the related financing thereof and the
other transactions contemplated hereby and thereby) balance sheet of Company and
its consolidated Subsidiaries attached hereto as Schedule 6.5(a) (the "Pro Forma
Balance Sheet") presents fairly the financial condition of Company and its
consolidated Subsidiaries at the date of such balance sheet and presents a good
faith estimate of the pro forma financial condition of Company (after giving
effect to the Transaction, the related financing thereof and the other
transactions contemplated hereby and thereby) at the date thereof. The Pro Forma
Balance Sheet has been prepared in accordance with GAAP consistently applied
(except as may be indicated in the notes thereto) subject to normal year-end
adjustments.

                  (b) SOLVENCY. On and as of the Initial Borrowing Date, after
giving effect to the Transaction and to all Indebtedness (including the Loans)
being incurred, and to be incurred (and the use of proceeds thereof), and Liens
created, and to be created, by Borrowers in connection with the transactions
contemplated hereby,

                      (i) the sum of the assets, at a fair valuation, of each
Credit Party will exceed its debts;

                      (ii) no Credit Party has incurred, intends to, or believes
that it will, incur debts beyond its ability to pay such debts as such debts
mature; and



                                      107
<PAGE>

                      (iii) Each Credit Party will have sufficient capital with
which to conduct its business. For purposes of this Section 6.5(b) "debt" means
any liability on a claim, and "claim" means (y) any right to payment, whether or
not such a right is reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured,
or unsecured (including all obligations, if any, under any Plan or the
equivalent for unfunded past service liability, and any other unfunded medical
and death benefits) or (z) any right to an equitable remedy for breach of
performance if such breach gives rise to a payment, whether or not such right to
an equitable remedy is reduced to judgment, fixed, contingent, matured,
unmatured, disputed, undisputed, secured or unsecured.

                  (c) NO UNDISCLOSED LIABILITIES. Except as fully reflected in
the financial statements and the notes related thereto delivered pursuant to
Section 6.5(a) and on Schedule 6.5(d) there are as of the Initial Borrowing Date
(and after giving effect to the Transaction and the other transactions
contemplated hereby) no liabilities or obligations with respect to Company and
its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent
or otherwise and whether or not due) which, either individually or in aggregate,
would be material to Company and its Subsidiaries. As of the Initial Borrowing
Date (and after giving effect to the Transaction and the other transaction
contemplated hereby), Borrowers do not know of any basis for the assertion
against Company or any Subsidiary of any liability or obligation of any nature
whatsoever that is not fully reflected in the financial statements or the notes
related thereto delivered pursuant to Section 6.5(a) and on Schedule 6.5(d)
which, either individually or in the aggregate, could reasonably be expected to
be material to Company and its Subsidiaries.

                  (d) INDEBTEDNESS. Schedule 6.5(d) sets forth a true and
complete list of all material Indebtedness (other than the Loans and the Letters
of Credit) of Company and its Subsidiaries as of the Initial Borrowing Date and
which is to remain outstanding after giving effect to the Transaction (the
"Indebtedness to Remain Outstanding"), in each case showing the aggregate
principal amount thereof (and the aggregate amount of any undrawn commitments
with respect thereto) and the name of the respective obligor and any other
entity which directly or indirectly guaranteed such debt. No Indebtedness to
Remain Outstanding has been incurred in connection with, or in contemplation of,
the Transaction or the other transactions contemplated hereby. Borrowers have
delivered or caused to be delivered to Administrative Agent a true and complete
copy of the form of each instrument evidencing Indebtedness for money borrowed
listed on Schedule 6.5(d) and of each instrument pursuant to which such
Indebtedness for money borrowed was issued. Included on Schedule 6.5(d) is a
list of all covenants in any agreement relating to Indebtedness for money
borrowed listed on Schedule 6.5(d) containing financial restrictions, which list
sets forth computations showing in reasonable detail compliance with each of the
financial covenants contained in any agreement relating to Indebtedness for
money borrowed listed in Schedule 6.5(d) as of the end of the Fiscal Year ended
July 31, 2002 of Company and, on a pro forma basis as of the date of this
Agreement after giving effect to the transactions contemplated hereby and
thereby, as the case may be. Such Schedule 6.5(d) and the computations therein
set forth are materially correct and complete and reflect compliance with all
covenants set forth herein. All Indebtedness of Borrowers to Administrative
Agent or to the Lenders under the Loan Documents constitutes Indebtedness which
is senior in priority of payment to all Indebtedness of Borrowers.



                                      108
<PAGE>

                  (e) PROJECTIONS. On and as of the Initial Borrowing Date, the
financial projections, attached hereto as Schedule 6.5(e) and previously
delivered to Administrative Agent and the Lenders (the "Projections") shall have
been and each of the Projections delivered after the Effective Date pursuant to
Section 7.2(d) will be, prepared on a basis consistent with the financial
statements referred to in Sections 7.1(a) and (b) and are, or will be at the
time made, based on good faith estimates and assumptions made by the management
of Company, and there are no statements or conclusions in any of the Projections
which, at the time made, are based upon or include information known to Company
to be misleading or which fail to take into account material information
regarding the matters reported therein. On the Initial Borrowing Date, Company
believes that the Projections are reasonable and attainable, it being understood
that uncertainty is inherent in any forecasts or projections and that no
assurance can be given that the results set forth in the Projections will
actually be obtained.

                  (f) NO MATERIAL ADVERSE CHANGE. Since July 31, 2002, there has
been no fact, event, circumstance or occurrence which has or could reasonably be
expected to have a Material Adverse Effect.

         6.6 LITIGATION. There are no actions, suits or proceedings pending or,
to the best knowledge of Company, threatened against the Company or any of its
Subsidiaries (i) with respect to any Loan Document, (ii) with respect to any
Indebtedness of Company or any of its Subsidiaries or (iii) that are reasonably
likely to have a Material Adverse Effect.

         6.7 TRUE AND COMPLETE DISCLOSURE. All factual information (taken as a
whole) heretofore or contemporaneously furnished by or on behalf of Company or
any of its Subsidiaries in writing to any Lender (including, without limitation,
all information contained in the Documents) (other than the Projections as to
which Section 6.5(e) applies) for purposes of or in connection with this
Agreement or any transaction contemplated herein is, and all other such factual
information (taken as a whole) hereafter furnished by or on behalf of Company or
any of its Subsidiaries in writing to any Lender for purposes of or in
connection with this Agreement or any transaction described herein are and will
be true and accurate in all material respects on the date as of which such
information is dated or certified and will not be incomplete by omitting to
state any fact necessary to make such information (taken as a whole) not
misleading in any material respect at such time in light of the circumstances
under which such information was provided. Borrowers have disclosed to the
Lenders all agreements, instruments and corporate or other restrictions to which
the Company or any of its Subsidiaries is subject, and all other matters known
to any of them, that individually or in the aggregate, could reasonably be
expected to result in Material Adverse Effect.

         6.8 USE OF PROCEEDS; MARGIN REGULATIONS.

                  (a) TERM LOAN PROCEEDS. All proceeds of the Term Loans
incurred on the Initial Borrowing Date shall be used by Company (x) to finance
the Company Refinancing and (y) for general corporate purposes of Company to the
extent not in violation of any Requirement of Law applicable to any Credit Party
or any Lender.

                  (b) REVOLVING LOAN PROCEEDS. All proceeds of the Revolving
Loans incurred hereunder shall be used by Borrowers and Canadian Borrowers, as
applicable, for ongoing




                                      109
<PAGE>

working capital needs and general corporate purposes to the extent not in
violation of any Requirement of Law applicable to any Credit Party or any Lender
including, without limitation, to finance the Company Refinancing and to finance
Permitted Acquisitions by Company and its Subsidiaries.

                  (c) MARGIN REGULATIONS. No part of the proceeds of any Loan or
any other Obligations will be used to purchase or carry any margin stock (as
defined in Regulation U of the Board), directly or indirectly, or to extend
credit for the purpose of purchasing or carrying any such margin stock or for
the purpose of reducing or retiring any indebtedness which was originally
incurred to purchase or carry any margin security or for any other purpose which
might cause any of the Loans or other extensions of credit under this Agreement
to be considered a "purpose credit" within the meaning of Regulation T, U or X
of the Board.

         6.9 TAXES.

                  (a) TAX RETURNS AND PAYMENTS. Each of Company and each of its
Subsidiaries has timely filed or caused to be filed with the appropriate taxing
authority, all material returns, statements, forms and reports for taxes (the
"Returns") required to be filed by or with respect to the income, properties or
operations of Company and/or any of its Subsidiaries. The Returns accurately
reflect all material liability for taxes of Company and its Subsidiaries for the
periods covered thereby. Each of Company and each of its Subsidiaries has paid
all material taxes payable by it before they have become delinquent other than
those contested in good faith and for which adequate reserves have been
established in conformity with GAAP (or such equivalent principles as are
applicable in the relevant jurisdiction). Except as set forth on Schedule 6.9,
as of the date hereof, there is no action, suit, proceeding, investigation,
audit, or claim pending or, to the knowledge of Borrowers, threatened by any
authority regarding any taxes relating to Company or any of its Subsidiaries.
Except as set forth on Schedule 6.9, as of the Initial Borrowing Date, neither
Company nor any of its Subsidiaries has entered into an agreement or waiver or
been requested to enter into an agreement or waiver extending any statute of
limitations relating to the payment or collection of taxes of Company or any of
its Subsidiaries, or is aware of any circumstances that would cause the taxable
years or other taxable periods of Company or any of its Subsidiaries not to be
subject to the normally applicable statute of limitations. As of the Initial
Borrowing Date, neither Company nor any of its Subsidiaries have provided, with
respect to themselves or property held by them, any consent under Section 341 of
the Code. Neither Company nor any of its Subsidiaries has incurred, or will
incur, any material tax liability in connection with the Transaction, other than
as a withholding agent. Neither Company nor any of its Subsidiaries has
participated in a transaction (i) the "significant purpose of which is the
avoidance or evasion of United States federal income tax" within the meaning of
Code Section 6111(d)(i)(A) and the Treasury Regulations promulgated thereunder
or (ii) is a "reportable transaction" within the meaning of Temporary Treasury
Regulation 1.6011-4T.

                  (b) TAX EXAMINATIONS. Except as set forth on Schedule 6.9
hereto, as of the date hereof, the United States federal income tax returns of
each of Company and its Subsidiaries have been examined by the IRS (or closed by
applicable statutes) for tax periods ending prior to the date hereof, and there
are no other tax examinations in progress. All deficiencies which have been
asserted against Company and its Subsidiaries as a result of such examinations
have been



                                      110
<PAGE>

fully paid or finally settled or are being contested in good faith. No issue has
been raised in any such examination which, by application of similar principles,
reasonably can be expected to result in an assertion of a material deficiency
for any other year not so examined that has not been accrued on Company's and
its Subsidiaries' audited financial statements for its most recently ended
Fiscal Year that would be required to be so accrued in accordance with GAAP.
Neither Company nor any of its Subsidiaries has knowledge of any material United
States federal income tax liability with respect to open taxable years in excess
of amounts accrued on such Person's financial statements for its most recently
ended Fiscal Year that would be required to be so accrued in accordance with
GAAP, nor does Company or any of its Subsidiaries anticipate any further
material tax liability with respect to such open taxable years taken as a whole
in excess of such accrued amounts.

         6.10 COMPLIANCE WITH ERISA. Each Plan is in substantial compliance with
ERISA and the Code (or their equivalent in the relevant jurisdiction (if any));
no Reportable Event which could reasonably be expected to result in the
termination of any Plan has occurred with respect to a Plan; no Multiple
Employer Plan is insolvent or in reorganization; no Plan has an accumulated or
waived funding deficiency, or has applied for an extension of any amortization
period within the meaning of Section 412 of the Code; neither Company nor any of
its Subsidiaries nor any ERISA Affiliate has incurred any material liability to
or on account of a Plan pursuant to Section 409, 502(i), 502(d), 515, 4062,
4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or
is expected to incur any material liability under any of the foregoing Sections
with respect to any Plan; no proceedings have been instituted to terminate any
Plan which could reasonably be expected to have a Material Adverse Effect; no
condition exists which presents a material risk to Company or any of its
Subsidiaries or any ERISA Affiliate of incurring a liability to or on account of
a Plan pursuant to the foregoing provisions of ERISA and the Code; using
actuarial assumptions and computation methods consistent with subpart 1 of
Subtitle E of Title IV of ERISA, Company and its Subsidiaries and its ERISA
Affiliates would not have any liability to all Plans which are Multiemployer
Plans in the event of a complete withdrawal therefrom, as of the close of the
most recent fiscal year of each such Plan ending prior to the date of any Credit
Event; no Lien imposed under the Code or ERISA on the assets of Company or any
of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on
account of any Plan; and Company and its Subsidiaries do not maintain or
contribute to any employee welfare benefit plan (as defined in Section 3(1) of
ERISA) which provides benefits to retired employees (other than as required by
Section 601 of ERISA) or any employee pension benefit plan (as defined in
Section 3(2) of ERISA) the obligations with respect to either of which could
reasonably be expected to have a Material Adverse Effect.

         6.11 SECURITY DOCUMENTS.

                  (a) SECURITY AGREEMENT COLLATERAL. The provisions of the
Security Agreements are effective to create in favor of Administrative Agent for
the benefit of Secured Creditors or in favor of Administrative Agent for the
benefit of the Canadian Administrative Agent and Canadian Revolving Lenders a
legal, valid and enforceable security interest in all right, title and interest
of Borrowers and their Material Subsidiaries in the Collateral; the Security
Agreements, together with the filings of Form UCC-1 in the United States and
Form 395 in England (or foreign equivalent) create a fully perfected first liens
on, and security interests in, all right, title and interest of Borrowers in all
of the Collateral described therein, subject to no other



                                      111
<PAGE>

Liens other than Permitted Liens. The recordation in the United States Patent
and Trademark Office (or foreign equivalent) and in the United States copyright
office (or foreign equivalent) of assignments for security made pursuant to the
Security Agreements, together with filings on Form UCC-1 (or foreign equivalent)
made pursuant to the Security Agreements, will be effective, under Federal law
(or foreign equivalent), to perfect the security interest granted to
Administrative Agent in the trademarks, patents and copyrights covered by the
Security Agreements, and the filing of an assignment for security made pursuant
to the Security Agreements, with the United States Copyright Office (or foreign
equivalent) together with filings on Form UCC-1 (or foreign equivalent) made
pursuant to the Security Agreement, will be effective under Federal law to
perfect the security interest granted to Administrative Agent in the copyrights
covered by the Security Agreements. A valid filing on Form 395 with the
registrar of companies of England and Wales within twenty one (21) days of the
date of the UK Security Agreement will be effective under English law to perfect
the security interest granted to Administrative Agent under the UK Security
Agreement which are charges on property and interests in property, goods,
goodwill, intellectual property, book debts, uncalled share capital or unpaid
share capital or floating charges on the whole or part of the chargor's
property.

                  (b) PLEDGED SECURITIES. The security interests created in
favor of Administrative Agent, for the benefit of Secured Creditors, or in favor
of the Administrative Agent, for the benefit of the Canadian Administrative
Agent and Canadian Revolving Lenders, as applicable, under the Canadian Pledge
Agreement, UK Security Agreement and Domestic Security Agreement, as applicable,
constitute first perfected security interests in the Pledged Securities, if any,
subject to no security interests of any other Person. No filings or recordings
are required in order to perfect the security interests created in the Pledged
Securities under such agreements other than, in relation to the UK Security
Agreement, a filing of Form 395 at Companies' House.

                  (c) REAL ESTATE COLLATERAL. The Mortgages create (and, if
applicable, in the case of any real property situated in England, together with
the registration at HM Land Registry in England), as security for the
obligations purported to be secured thereby, a valid and enforceable perfected
security interest in and Lien on all of the Mortgaged Properties (including,
without limitation, all fixtures and improvements relating to such Mortgaged
Properties and affixed or added thereto on or after the Initial Borrowing Date)
in favor of Administrative Agent or Canadian Administrative Agent, as applicable
(or such other trustee as may be named therein) for the benefit of the Secured
Creditors, superior to and prior to the rights of all third Persons (except that
the security interest created in the Mortgaged Properties may be subject to
Permitted Liens). Schedule 6.11(c) contains a true and complete list of each
parcel of real property owned or leased (other than such parcels subject to
immaterial leases) by Company or its Subsidiaries on the date hereof, and the
type of interest therein held by Company or the applicable Subsidiary, as the
case may be. Schedule 6.11(c) also contains a list of the Mortgages and landlord
waivers in effect as of the date hereof. Company has good and marketable title
to all Mortgaged Properties free and clear of all Liens except Permitted Liens.

         6.12 OWNERSHIP OF PROPERTY. Company and each Subsidiary has good and
marketable title to, or a subsisting leasehold interest in, all material items
of real and personal property used in its operations (except as to leasehold
interests) free and clear of all Liens, except Permitted Liens. Substantially
all items of real and material personal property owned by, leased


                                      112
<PAGE>

to or used by Company and each Subsidiary are in adequate operating condition
and repair, ordinary wear and tear excepted, are free and clear of any known
defects except such defects as do not substantially interfere with the continued
use thereof in the conduct of normal operations, and are able to serve the
function for which they are currently being used. The items of real and personal
property owned by, leased to or used by Company and each Subsidiary constitute
all of the assets used in the conduct of such Person's business as presently
conducted, and neither this Agreement nor any other Document, nor any
transaction described in any such agreement, will affect any right, title or
interest of Company or any Subsidiary in and to any of such assets in a manner
that would have or is reasonably likely to have a Material Adverse Effect. To
the knowledge of Borrowers, there are no actual, threatened or alleged defaults
of a material nature with respect to any leases of real property under which
Company or any Subsidiary is lessee or lessor.

         6.13 CAPITALIZATION OF COMPANY.  On the Initial Borrowing Date after
giving effect to the Transaction, Company will have no Capital Stock outstanding
other than the Common Stock. All outstanding shares of Capital Stock of Company
have been duly authorized and validly issued and are fully paid and
non-assessable. Except as set forth on Schedule 6.13, no authorized but unissued
or treasury shares of Capital Stock of Company are subject to any option,
warrant, right to call or commitment of any kind or character. A complete and
correct copy of each of the certificate of incorporation and by-laws of Company
in effect on the date of this Agreement and the Initial Borrowing Date has been
delivered to Administrative Agent. Except as set forth on Schedule 6.13, Company
does not have any outstanding stock or securities convertible into or
exchangeable for any shares of its Capital Stock, or any rights issued to any
Person (either preemptive or other) to subscribe for or to purchase, or any
options for the purchase of, or any agreements providing for the issuance
(contingent or otherwise) of, or any calls, commitments or claims of any
character relating to any of its Capital Stock or any stock or securities
convertible into or exchangeable for any of its Capital Stock (other than as set
forth in the certificate of incorporation of Company). Neither Company nor any
of its Subsidiaries is subject to any obligation (contingent or otherwise) to
repurchase or otherwise acquire or retire any shares of its Capital Stock or any
convertible securities, rights or options of the type described in the preceding
sentence.

         6.14 SUBSIDIARIES.

                  (a) ORGANIZATION. Schedule 6.14 hereto sets forth a true,
complete and correct list as of the Initial Borrowing Date of each Subsidiary of
Company and indicates for each such Subsidiary (i) its jurisdiction of
incorporation or organization, (ii) its ownership (by holder and percentage
interest) and (iii) whether such Subsidiary is a Material Subsidiary. As of the
date hereof, Company has no Subsidiaries except for those Subsidiaries listed as
such on Schedule 6.14 hereto.

                  (b) CAPITALIZATION. All shares of Capital Stock of each
Subsidiary of Company have been duly authorized and validly issued, are fully
paid and non-assessable and all such shares of Wholly-Owned Subsidiaries are
owned free and clear of all Liens except for Permitted Liens. Except as set
forth on Schedule 6.13, no authorized but unissued or treasury shares of Capital
Stock of any Subsidiary of Company are subject to any option, warrant, right to
call or commitment of any kind or character. A complete and correct copy of each


                                      113
<PAGE>

Organizational Document of each Domestic Subsidiary of Company and each
first-tier Foreign Subsidiary that is a Material Subsidiary of the Company or a
Domestic Subsidiary in effect on the date of this Agreement has been delivered
to Administrative Agent.

                  (c) RESTRICTIONS ON OR RELATING TO SUBSIDIARIES. There does
not exist any encumbrance or restriction on the ability of:

                      (i) any Subsidiary of Company to pay dividends or make any
other distributions on its Capital Stock or any other interest or participation
in its profits owned by Company or any Subsidiary of Company, or to pay any
Indebtedness owed to Company or a Subsidiary of Company;

                      (ii) any Subsidiary of Company to make loans or advances
to Company or any of Company's Subsidiaries; or

                      (iii) Company or any of its Subsidiaries to transfer any
of its properties or assets to Company or any of its Subsidiaries;

Except, in the case of each of the foregoing, for such encumbrances or
restrictions existing under or by reason of (v) applicable law, (w) this
Agreement or the other Loan Documents, (x) customary provisions restricting
subletting or assignment of any lease governing a leasehold interest of Company
or a Subsidiary of Company, (y) any vessel charters, equipment leases, service
contracts, consulting agreements, software licenses, government permits and
concessions to which Company or any Subsidiary is party in the ordinary course
of its business (collectively, "Ordinary Course Agreements") or (z) restrictions
under the VESI Support Agreements.

         6.15 COMPLIANCE WITH LAW, ETC. Neither Company nor any of its
Subsidiaries is in default under or in violation of any Requirement of Law or
Contractual Obligation, including, without limitation, the Sarbanes-Oxley Act of
2002, or under its Organizational Documents, as the case may be, in each case
the consequences of which default or violation, either in any one case or in the
aggregate, would have a Material Adverse Effect. Neither Company nor any of its
Subsidiaries is subject to regulation under any foreign, federal or state
statute or regulation which limits its ability to incur indebtedness as
contemplated hereby.

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

         6.17 PUBLIC UTILITY HOLDING COMPANY ACT. Neither Company nor any of its
Subsidiaries is a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company" within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

         6.18 ENVIRONMENTAL MATTERS.

                  (a) Company and each of its Subsidiaries have complied in all
material respects with, and on the date of such Credit Event are in compliance
in all material respects with, all applicable Environmental Laws and the
requirements of any permits issued under such




                                      114
<PAGE>

Environmental Laws. There are no material past, pending or, to the best
knowledge of Borrowers, threatened Environmental Claims against Company or any
of its Subsidiaries or any real property owned or at any time operated by
Company or any of its Subsidiaries. There are no facts, circumstances,
conditions or occurrences on any real property owned or at any time operated by
Company or any of its Subsidiaries or, to the best knowledge of Borrowers, on
any property adjoining any real property owned or operated by Company and its
Subsidiaries that could reasonably be expected (i) to form the basis of an
Environmental Claim against Company or any of its Subsidiaries or any such real
property which could reasonably be expected to have a Material Adverse Effect,
or (ii) to cause such real property to be subject to any restrictions on the
ownership, occupancy, use or transferability of such real property under any
Environmental Law.

                  (b) Hazardous Materials have not at any time been generated,
used, treated or stored on, or transported to or from, any real property owned
or at any time operated by Company or any of its Subsidiaries where such
generation, use, treatment or storage has violated or could reasonably be
expected to violate or create liability under any Environmental Law in any
material respect. To the knowledge of Borrowers, Hazardous Materials have not at
any time been Released on or from any real property owned or at any time
operated by Company or any of its Subsidiaries where such Release has violated
or could reasonably be expected to violate or create liability under any
Environmental Law in any material respect. To the knowledge of Borrowers, except
as disclosed on Schedule 6.18, there are not now and never have been any
underground storage tanks located on any real property owned or at any time
operated by Company or any of its Subsidiaries.

         6.19 LABOR RELATIONS. Neither Company nor any of its Subsidiaries is
engaged in any unfair labor practice that could reasonable be expected to have a
Material Adverse Effect. There is (i) no significant unfair labor practice
complaint pending against Company or any of its Subsidiaries or, to the best
knowledge of Borrowers, threatened against any of them before the National Labor
Relations Board (or its equivalent in any jurisdiction), and no significant
grievance or significant arbitration proceeding arising out of or under any
collective bargaining agreement is so pending against Company or any of its
Subsidiaries or, to the best knowledge of Borrowers, threatened against any of
them, (ii) no significant strike, labor dispute, slowdown or stoppage is pending
against Company or any of its Subsidiaries or, to the best knowledge of
Borrowers, threatened against Company or any of its Subsidiaries and (iii) to
the best knowledge of Borrowers, no question concerning union representation
exists with respect to the employees of Company or any of its Subsidiaries,
except (with respect to any matter specified in clause (i), (ii) or (iii) above,
either individually or in the aggregate) such as could not reasonably be
expected to have a Material Adverse Effect.

         6.20 INTELLECTUAL PROPERTY, LICENSES, FRANCHISES AND FORMULAS. Each of
Company and its Subsidiaries owns or holds licenses or other rights to or under
all the patents, patent applications, trademarks, service marks, trademark and
service mark registrations and applications therefor, trade names, copyrights,
copyright registrations and applications therefor, trade secrets, proprietary
information, computer programs, data bases, licenses, permits, franchises and
formulas, or rights with respect to the foregoing which are material to the
business of Company and its Subsidiaries (collectively, "Intellectual
Property"), and has obtained assignments of all leases and other rights of
whatever nature, necessary for the present conduct


                                      115
<PAGE>

of its business, without any known material conflict with the rights of others.
Neither Company nor any of its Subsidiaries has knowledge of any existing or
threatened claim by any Person contesting the validity, enforceability, use or
ownership of the Intellectual Property, or of any existing state of facts that
would support a claim that use by Company or any of its Subsidiaries of any such
Intellectual Property has infringed or otherwise violated any proprietary rights
of any other Person which could reasonably be expected to have a Material
Adverse Effect.

         6.21 CERTAIN FEES. No broker's or finder's fees or commissions or any
similar fees or commissions will be payable by Company or any Subsidiary with
respect to the incurrence and maintenance of the Obligations, any other
transaction contemplated by the Loan Documents or any services rendered in
connection with such transactions. Borrowers covenant that they will indemnify
Administrative Agent and each Lender against and hold Administrative Agent and
each Lender harmless from any claim, demand or liability for broker's or
finder's fees or similar fees or commissions alleged to have been incurred in
connection with any of the transactions contemplated hereby.

         6.22 ASBESTOS MATTERS. Neither the Company nor any Subsidiary of the
Company (a) manufactures, produces or sells any product containing asbestos; or
(b) has manufactured, produced or sold any product containing asbestos prior to
the Initial Borrowing Date which could reasonably be expected to have a Material
Adverse Effect.

         6.23 REFINANCING TRANSACTIONS. At the time of consummation thereof, the
Transaction shall have been consummated in accordance with the terms of the
respective Documents and all applicable laws. At the time of consummation
thereof, all consents and approvals of, and filings and registrations with, and
all other actions in respect of, all Governmental Authorities and third parties
required in order to make or consummate the Transaction shall have been
obtained, given, filed or taken and are or will be in full force and effect (or
effective judicial relief with respect thereto shall have been obtained). All
applicable waiting periods with respect thereto have or, prior to the time when
required, will have, expired without, in all such cases, any action being taken
by any competent authority which restrains, prevents, or imposes material
adverse conditions upon the consummation of the Transaction. Additionally, at
the time of consummation thereof, there does not exist any judgment, order or
injunction prohibiting or imposing material adverse conditions upon the
consummation of the Transaction or, as of the Effective Date, otherwise
adversely impacting the Lenders, and there does not exist any judgment, order or
injunction prohibiting or imposing material adverse conditions upon the
occurrence of any Credit Event or the performance by Company and its
Subsidiaries of its obligations under the Documents. All actions taken by
Company and its Subsidiaries pursuant to or in furtherance of the Transaction
have been taken in compliance with the respective Documents and all applicable
laws.

         6.24 FOREIGN PENSION MATTERS. (a) Each Foreign Pension Plan is in
compliance in all material respects with all laws, regulations and rules
applicable thereto and the respective requirements of the governing documents
for such Plan; (b) except as set forth on Schedule 6.24, the aggregate of the
accumulated benefit obligations under all Foreign Pension Plans does not exceed
to any material extent the current fair market value of the assets held in the
trusts or similar funding vehicles for such Plans; (c) with respect to any
Foreign Pension Plan maintained or contributed to by Company or any Subsidiary
or any member of its Controlled Group (other

                                      116
<PAGE>

than a Foreign Pension Plan), reasonable reserves have been established in
accordance with prudent business practice or where required by ordinary
accounting practices in the jurisdiction in which such Plan is maintained; and
(d) there are no material actions, suits or claims (other than routine claims
for benefits) pending or, to the knowledge of Company and its Subsidiaries,
threatened against Company or any Subsidiary or any member of its Controlled
Group with respect to any Foreign Pension Plan.

         6.25 LINES OF BUSINESS. As of the Initial Borrowing Date, Borrowers and
their Subsidiaries are not engaged in any material line of business other than
as described in the Form 10-K of Company for the Fiscal Year ended July 31, 2002
(or any business reasonably related thereto).

                                  ARTICLE VII

                              AFFIRMATIVE COVENANTS

                  Borrowers hereby agree that, so long as any of the Commitments
remain in effect, or any Loan or LC Obligation remains outstanding and unpaid or
any other amount is owing to any Lender or Administrative Agent hereunder,
Borrowers (or Company, where so stated) shall and, as applicable, shall cause
each of their respective Subsidiaries to:

         7.1 FINANCIAL STATEMENTS. Furnish, or cause to be furnished, to each
Lender:

                  (a) QUARTERLY FINANCIAL STATEMENTS. As soon as available, but
in any event not later than fifty (50) days after the end of each of the first
three Fiscal Quarters of each Fiscal Year of Company, the unaudited
consolidating and consolidated balance sheet of Company and its consolidated
Subsidiaries as at the end of such quarter and the related unaudited
consolidating and consolidated statements of income, retained earnings and of
cash flows of Company and its consolidated Subsidiaries for such quarter and the
portion of the Fiscal Year through the end of such quarter, setting forth in
each case in comparative form the figures for the previous year and in each case
setting forth comparative figures for the related periods in the prior Fiscal
Year and budgeted figures for such period as set forth in the respective budget
delivered pursuant to Section 7.2(d), all of which shall be certified by the
Chief Financial Officer of Company, subject to normal year-end audit
adjustments; and

                  (b) ANNUAL FINANCIAL STATEMENTS. As soon as available, but in
any event within one hundred five (105) days after the end of each Fiscal Year
of Company, a copy of the consolidating and consolidated balance sheet of
Company and its consolidated Subsidiaries as at the end of such year and the
related consolidating and consolidated statements of income, retained earnings
and of cash flows for such year, setting forth in each case in comparative form
the figures for the previous year. Company shall provide a comparison between
the consolidated balance sheets of Company and its Subsidiaries and the related
consolidated statements of operations, shareholders' equity and cash flows
referred to above and the budgeted figures for the relevant period as set forth
in the respective budget delivered pursuant to Section 7.2(d);

provided, that, all such financial statements referred to in Section 7.1(a) and
(b) shall be complete and correct in all material respects and shall be prepared
in accordance with GAAP


                                      117
<PAGE>

applied consistently throughout the periods reflected therein and with prior
periods (except as approved by the accountants preparing such statements or the
Chief Financial Officer, as the case may be, and disclosed therein) and, in the
case of the consolidated financial statements referred to in Section 7.1(b),
accompanied by a report thereon of independent certified public accountants of
recognized national standing, which report shall contain no qualifications or
exceptions with respect to the continuance of Company and its Subsidiaries as
going concerns or as to the scope of such audit and shall state (i) that such
financial statements present fairly the financial position of Company and its
Subsidiaries as at the dates indicated and the results of their operations and
cash flow for the periods indicated in conformity with GAAP and (ii) that the
examination by such accountants in connection with such financial statements has
been made in accordance with GAAP.

         7.2 CERTIFICATES; OTHER INFORMATION. Furnish to each Lender (or, if
specified below, to Administrative Agent):

                  (a) OFFICER'S CERTIFICATES. Concurrently with the delivery of
the financial statements referred to in Sections 7.1(a) and 7.1(b), a
certificate of Responsible Officer substantially in the form of Exhibit 7.2(a)
stating that, to the best of such officer's knowledge, (i) such financial
statements present fairly, in accordance with GAAP, the financial condition and
results of operations of Company and its consolidated Subsidiaries for the
period referred to therein (subject, in the case of interim statements, to
normal recurring adjustments) and (ii) no Event of Default or Unmatured Event of
Default has occurred, except as specified in such certificate and, if so
specified, the action which Company proposes to take with respect thereto, which
certificate shall set forth detailed computations to the extent necessary to
establish Company's compliance with the covenants set forth in Article IX of
this Agreement;

                  (b) AUDIT REPORTS AND STATEMENTS. Promptly following Company's
receipt thereof, copies of all consolidated financial or other consolidated
reports or statements, if any, submitted to Company or any of its Subsidiaries
by independent public accountants relating to any annual or interim audit of the
books of Company or any of its Subsidiaries;

                  (c) "NO MATERIAL WEAKNESS" LETTERS. Promptly after receipt
thereof, a copy of any "no material weakness letter" received by Company or any
of its Subsidiaries from its certified public accountants;

                  (d) BUDGETS; PROJECTIONS. As soon as available and in any
event within sixty (60) days following the first day of each Fiscal Year of
Company (i) an annual budget in form satisfactory to Administrative Agent
(including budgeted statements of operations, income, cash flows, retained
earnings and shareholders' equity and balance sheets) prepared by Company for
each Fiscal Quarter of such Fiscal Year and (ii) projections in form
satisfactory to Administrative Agent covering the three immediately following
Fiscal Years in each case prepared in reasonable detail, with appropriate
presentation and discussion of the principal assumptions upon which such budgets
and projections are based, which shall be accompanied by the statement of the
chief executive officer or Chief Financial Officer of Company to the effect
that, to the best of his knowledge, such budget and projections are a reasonable
estimate for the periods respectively covered thereby;



                                      118
<PAGE>



                  (e) PUBLIC FILINGS. Within ten (10) days after the same become
public, copies of all financial statements, filings, registrations and reports
which Borrowers may make to, or file with, the SEC or any successor or analogous
Governmental Authority;

                  (f) OTHER INDEBTEDNESS. Deliver to Administrative Agent (i) a
copy of each regular report, notice or other written communication regarding
potential or actual defaults (including any accompanying officer's certificate)
delivered by or on behalf of Company and/or any of its Subsidiaries to the
holders of Indebtedness pursuant to the terms of the agreements governing such
Indebtedness, such delivery to be made at the same time and by the same means as
such notice or other communication is delivered to such holders, and (ii) a copy
of each notice or other written communication received by Company and/or any of
its Subsidiaries from the holders of Indebtedness pursuant to the terms of such
Indebtedness, such delivery to be made promptly after such notice or other
communication is received by Company and/or such Subsidiary;

                  (g) DATA LIBRARY. Concurrently with the delivery of the
financial statements referred to in Section 7.1(a), deliver to each Lender a
summary by region of the Data Library, including total costs and revenue for the
current Fiscal Year from the beginning of such Fiscal Year through the end of
the preceding Fiscal Quarter and net book value for the preceding Fiscal Quarter
(together with such other information relating thereto as Administrative Agent
may reasonably request);

                  (h) NORTH AMERICAN MULTI-CLIENT LIBRARY. Concurrently with the
delivery of the financial statements referred to Section 7.1(b), deliver to each
Lender a schedule with respect to the North American Multi-Client Library of
aggregate net book value for such Fiscal Year, annual Net Cash Multi-Client
Revenue for the thirty six month period ending as of the end of such Fiscal
Year, total historical Net Cash Multi-Client Revenue and total historical cost
(together with such other information relating thereto as Administrative Agent
may reasonably request); and

                  (i) OTHER REQUESTED INFORMATION. Such other information
respecting the respective properties, business affairs, financial condition
and/or operations of Company or any of its Subsidiaries as Administrative Agent
or any Lender may from time to time reasonably request.

         7.3 NOTICES. Promptly and in any event within five (5) Business Days
after a Responsible Officer of Company obtains knowledge thereof, give written
notice to Administrative Agent (which shall promptly provide a copy of such
notice to each Lender) of:

                  (a) EVENT OF DEFAULT OR UNMATURED EVENT OF DEFAULT. The
occurrence of any Event of Default or Unmatured Event of Default or the
determination by Company that there has occurred any event or development that
could reasonably be expected to have a Material Adverse Effect, accompanied by a
statement of the Chief Financial Officer of Company setting forth details of the
occurrence referred to therein and stating what action Borrowers propose to take
with respect thereto;


                                      119
<PAGE>


                  (b) LITIGATION AND RELATED MATTERS. The commencement of any
litigation or proceeding affecting Company or any of its Subsidiaries in which
the then reasonably anticipated exposure of the Company and its Subsidiaries is
$5,000,000 or more and not covered by insurance, or in which injunctive or
similar relief is sought which is then reasonably anticipated to have an adverse
economic effect on Company and its Subsidiaries of $5,000,000 or more;

                  (c) ENVIRONMENTAL MATTERS. The occurrence of one or more of
the following environmental matters:

                      (i) any pending or threatened material Environmental Claim
against Company or any of its Subsidiaries or any real property at any time
owned or operated by Company or any of its Subsidiaries;

                      (ii) any condition or occurrence on or arising from any
real property at any time owned or operated by Company or any of its
Subsidiaries that (y) results in material noncompliance by Company or any of its
Subsidiaries with any applicable Environmental Law, or (z) could reasonably be
expected to form the basis of a material Environmental Claim against Company or
any of its Subsidiaries or any such real property;

                      (iii) any condition or occurrence on any real property at
any time owned or operated by Company or any of its Subsidiaries that could
reasonably be expected to cause such real property to be subject to any material
restrictions on the ownership, occupancy, use or transferability of such real
property under any Environmental Law; and

                      (iv) the taking of any removal or remedial action, as
those terms are defined under the Environmental Laws, in response to the actual
or alleged presence of any Hazardous Material on any real property at any time
owned or operated by Company or any of its Subsidiaries as required by an
Environmental Law or any Governmental Authority.

                  All such notices pursuant to this Section 7.3(c) shall
describe in reasonable detail the nature of the claim, investigation, condition,
occurrence or removal or remedial action and Company's or such Subsidiary's
response thereto. In addition, Borrowers will provide the Lenders with copies of
all written communications with any Governmental Authority relating to actual or
alleged violations of Environmental Laws, all communications with any Person
relating to Environmental Claims, and such reports (in reasonable detail) of any
Environmental Claim as may reasonably be requested by the Lenders;

                  (d) NOTICE OF CHANGE OF CONTROL. Each occasion that any Change
of Control shall occur and such notice shall set forth in reasonable detail the
particulars of each such occasion; and

                  (e) NOTICES UNDER TRANSACTION DOCUMENTS. Promptly following
the receipt or delivery thereof, copies of any material demands, notices or
documents received or delivered by Company or any Subsidiary of Company under or
pursuant to any Transaction Document or any material Contractual Obligation.

         7.4 CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE. Company shall
continue to engage in business of the same general type as now conducted by it
and preserve, renew and




                                      120
<PAGE>

keep in full force and effect its and each of its Subsidiary's corporate,
company or partnership existence, as applicable, and take all reasonable action
to maintain all rights, privileges and franchises material to its and each of
its Subsidiaries' business except as otherwise permitted pursuant to Sections
8.3 and 8.4 and comply and cause each of its Subsidiaries to comply with all
Contractual Obligations and Requirements of Law except to the extent that
failure to comply therewith would not in the aggregate reasonably be expected to
have a Material Adverse Effect.

         7.5 PAYMENT OF OBLIGATIONS. Company shall pay or discharge or otherwise
satisfy at maturity or, to the extent permitted hereby, prior to maturity or
before they become delinquent, as the case may be, and cause each of its
Subsidiaries to pay or discharge or otherwise satisfy at or before maturity or
before they become delinquent, as the case may be:

                  (a) all its and their respective Indebtedness;

                  (b) all taxes, assessments and governmental charges or levies
imposed upon any of them or upon any of their income or profits or any of their
respective properties or assets prior to the date on which penalties attach
thereto; and

                  (c) all lawful claims prior to the time they become a Lien
(other than Permitted Liens) upon any of their respective properties or assets;

provided, however, that neither Company nor any of its Subsidiaries shall be
required to pay or discharge any such Indebtedness, tax, assessment, charge,
levy or claim while the same is being contested by it in good faith and by
appropriate proceedings diligently pursued so long as Company or such
Subsidiary, as the case may be, shall have set aside on its books adequate
reserves in accordance with GAAP (segregated to the extent required by GAAP)
with respect thereto and title to any material properties or assets is not
jeopardized in any material respect.

         7.6 INSPECTION OF PROPERTY, BOOKS AND RECORDS. Company shall keep, or
cause to be kept, and cause each of its Subsidiaries to keep or cause to be
kept, adequate records and books of account, in which complete entries are to be
made reflecting its and their business and financial transactions, such entries
to be made in accordance with sound accounting principles consistently applied
and permit, and cause each of its Subsidiaries to permit, any Lender or its
respective representatives, at any reasonable time, and from time to time at the
reasonable request of such Lender made to Borrowers and upon reasonable notice,
to visit and inspect its and their respective properties, to examine and make
copies of and take abstracts from its and their respective records and books of
account, and to discuss its and their respective affairs, finances and accounts
with its and their respective principal officers, directors and independent
public accountants (and by this provision Borrowers authorize such accountants
to discuss with the Lenders and such representatives the affairs, finances and
accounts of Company and its Subsidiaries; provided, that representatives of
Company may, at their option, be present at such discussions).

         7.7 ERISA.

                  (a) As soon as practicable and in any event within ten (10)
days after Company or any of its Subsidiaries or ERISA Affiliates knows or has
reason to know that a Reportable Event has occurred with respect to any Plan,
deliver, or cause such Subsidiary or




                                      121
<PAGE>

ERISA Affiliate to deliver, to Administrative Agent a certificate of a
Responsible Officer of Company or such Subsidiary or ERISA Affiliate, as the
case may be, setting forth the details of such Reportable Event and the action,
if any, which Company or such Subsidiary or ERISA Affiliate is required or
proposes to take, together with any notices required or proposed to be given;

                  (b) Upon the request of any Lender made from time to time,
deliver, or cause each Subsidiary or ERISA Affiliate to deliver, to each Lender
a copy of the most recent actuarial report and annual report completed with
respect to any Plan;

                  (c) As soon as possible and in any event within ten (10) days
after Company or any of its Subsidiaries or ERISA Affiliates knows or has reason
to know that any of the following have occurred or is reasonably likely to occur
with respect to any Plan:

                      (i) such Plan has been or may be terminated, reorganized,
petitioned or declared insolvent under Title IV of ERISA other than a standard
termination pursuant to Section 4041(b) of ERISA,

                      (ii) the PBGC has instituted or will institute proceedings
under Section 515 of ERISA to collect a delinquent contribution to such Plan or
under Section 4042 of ERISA to terminate such Plan,

                      (iii) that an accumulated funding deficiency has been
incurred or that on application may be or has been made to the Secretary of the
Treasury for a waiver or modification of the minimum funding standard (including
any required installment payments) or on extension of any amortization period
under Section 412 of the Code,

                      (iv) that Company, or any Subsidiary of Company, or any
ERISA Affiliate will or may incur any liability (including, but not limited to,
contingent or secondary liability) to or on account of the termination of or
withdrawal from a Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code
or Section 409 or 502(1) of ERISA, or

                      (v) Company or any Subsidiary of Company has or may incur
any liability under any employee welfare benefit plan (within the meaning of
Section 3(1) of ERISA) that provides benefits to retired employees (other than
as required by Section 601 of ERISA) or any employee pension benefit plans (as
defined in Section 3(2) of ERISA) that could reasonably be expected to have a
Material Adverse Effect, deliver, or cause such Subsidiary or ERISA Affiliate to
deliver, to Administrative Agent a written notice thereof;

                  (d) As soon as possible and in any event within thirty (30)
days after Company or any of its Subsidiaries or ERISA Affiliates knows or has
reason to know that any of them has caused a complete withdrawal or partial
withdrawal (within the meaning of Sections 4203 and 4205, respectively, of
ERISA) from any Multiple Employer Plan, deliver, or cause such Subsidiary or
ERISA Affiliate to deliver, to Administrative Agent a written notice thereof;

                  (e) For purposes of this Section 7.7, Company shall be deemed
to have knowledge of all facts known by the Plan Administrator of any Plan of
which Company is the Plan Sponsor, and each Subsidiary and ERISA Affiliate of
Company shall be deemed to have




                                      122
<PAGE>

knowledge of all facts known by the Plan Administrator of any Plan of which such
Subsidiary or ERISA Affiliate, respectively, is a Plan Sponsor. In addition to
its other obligations set forth in this Article VII, Company shall, and shall
cause each of its Subsidiaries and ERISA Affiliates to:

                      (i) provide Administrative Agent with prompt written
notice, with respect to any Plan, of any failure to satisfy the minimum funding
standard requirements of Section 412 of the Code,

                      (ii) furnish to Administrative Agent, promptly after
delivery of the same to the PBGC, a copy of any delinquency notice pursuant to
Section 412(n)(4) of the Code,

                      (iii) correct any such failure to satisfy funding
requirements or delinquency referred to in the foregoing clauses (A) and (B)
within ninety (90) days after the occurrence thereof, except where the failure
to so satisfy would not reasonably be expected to have a Material Adverse
Effect,

                      (iv) comply in good faith in all material respects with
the requirements set forth in Section 4980B of the Code and with Sections 601(a)
and 606 of ERISA except where the failure to do so could reasonably be expected
to have a Material Adverse Effect,

(v) at the request of any Lender, deliver to such Lender (and a copy to
Administrative Agent) a complete copy of the most recent annual report (Form
5500) of each Plan required to be filed with the Internal Revenue Service, and

                      (vi) at the request of any Lender, deliver to such Lender
(and a copy to Administrative Agent) copies of the most recent annual reports
and notices received by Company or any Subsidiary or any ERISA Affiliate with
respect to any Plan or Foreign Pension Plan no later than ten (10) days after
the date of such request.

         7.8 MAINTENANCE OF PROPERTY, INSURANCE.

                  (a) Company shall keep, and cause each of its Subsidiaries to
keep, all property (including, but not limited to, equipment) useful and
necessary in its business in good working order and condition, normal wear and
tear and damage by casualty excepted, and subject to Section 8.4(a);

                  (b) Company shall maintain, and shall cause each of its
Subsidiaries to maintain, with financially sound and reputable insurers,
insurance with respect to its properties and business against loss or damage of
the kinds customarily insured against by Persons engaged in the same or similar
business, of such types and in such amounts as are customarily carried under
similar circumstances by such other Persons. Such insurance shall be maintained
with financially sound and reputable insurers, except that a portion of such
insurance program (not to exceed that which is customary in the case of
companies engaged in the same or similar business or having similar properties
similarly situated) may be effected through self-insurance, provided adequate
reserves therefor, in accordance with GAAP, are maintained;

                  (c) Company shall furnish to each Lender, on the Initial
Borrowing Date and on each anniversary thereof, full information as to the
insurance carried. At any time




                                      123
<PAGE>

that insurance at levels described in Schedule 7.8 is not being maintained by
Company or any of its Subsidiaries, Company will notify the Lenders in writing
within two Business Days thereof and, if thereafter notified by Administrative
Agent or the Required Lenders to do so, Company or any such Subsidiary, as the
case may be, shall obtain insurance at such levels at least equal to those set
forth on Schedule 7.8; and

                  (d) All insurance policies covering the Collateral are to be
made payable to Administrative Agent for the benefit of the Lenders, as its
interests may appear, in case of loss, under a standard non-contributory
"lender" or "secured party" clause and are to contain such other provisions as
Administrative Agent may reasonably require to fully protect the Lenders'
interest in the Collateral and to any payments to be made under such policies.
All certificates of insurance are to be delivered to Administrative Agent with
the loss payable and additional insured endorsement in favor of Administrative
Agent and shall provide for not less than 30 days' prior written notice to
Administrative Agent of the exercise of any right of cancellation. If Company or
any of its Subsidiaries fails to maintain such insurance, Administrative Agent
may arrange for such insurance, but at the Company's expense and without any
responsibility on Administrative Agent's part for obtaining the insurance, the
solvency of the insurance companies, the adequacy of the coverage, or the
collection of claims. Upon the occurrence and during the continuance of an Event
of Default, Administrative Agent shall have the sole right, in the name of the
Lenders, Company and any of its Subsidiaries, to file claims under any insurance
policies, to receive, receipt and give acquittance for any payments that may be
payable thereunder, and to execute any and all endorsements, receipts, releases,
assignments, reassignments or other documents that may be necessary to effect
the collection, compromise or settlement of any claims under any such insurance
policies.

         7.9 ENVIRONMENTAL LAWS.

                  (a) Company shall comply with, and cause its Subsidiaries to
comply with, and, in each case take reasonable steps to ensure compliance by all
tenants and subtenants, if any, with, all applicable Environmental Laws and
obtain and comply in all material respects with and maintain, and take
reasonable steps to ensure that all tenants and subtenants obtain and comply in
all material respects with and maintain, any and all licenses, approvals,
notifications, registrations or permits required by applicable Environmental
Laws except, in each case, to the extent that failure to do so would not
reasonably be expected to have a Material Adverse Effect;

                  (b) Company shall conduct and complete all investigations,
studies, sampling and testing, and all remedial, removal and other actions
required under Environmental Laws and promptly comply in all material respects
with all lawful orders, directives and information requests of all Governmental
Authorities regarding Environmental Laws except to the extent that the same are
being contested in good faith by appropriate proceedings and the pendency of
such proceedings would not reasonably be expected to have a Material Adverse
Effect; and

                  (c) Company shall defend, indemnify and hold harmless
Administrative Agent and the Lenders, and their respective employees, agents,
officers and directors, from and against any and all claims, demands, penalties,
fines, liabilities, settlements, damages, costs and expenses of whatever kind or
nature known or unknown, contingent or otherwise, arising out of, or in any way
relating to the violation of, noncompliance with or liability under, any




                                      124
<PAGE>

Environmental Law applicable to the operations of Company, any of its
Subsidiaries or the Premises, the Former Premises or any real property to which
Hazardous Materials related to the Company or any of its Subsidiaries come to be
located, or any orders, requirements or demands of Governmental Authorities
related thereto, including, without limitation, reasonable attorneys' and
consultants' fees, investigation and laboratory fees, costs arising from any
Remedial Action, court costs and litigation expenses, except to the extent that
any of the foregoing arise out of the gross negligence or willful misconduct of
the party seeking indemnification therefor. The agreements in this Section
7.9(c) shall survive repayment of the Loans and all other Obligations.

         7.10 INTEREST RATE PROTECTION. No later than ninety (90) days following
the Initial Borrowing Date, enter into and maintain interest rate protection
arrangements reasonably acceptable to Administrative Agent which have the effect
of adequately protecting Company against fluctuations in interest rates
acceptable to Administrative Agent which shall at all times cover not less than
forty percent (40%) of the aggregate outstanding principal amount of the Term
Loans for an initial term of not less than two (2) years and be on terms and
with counterparties acceptable to Administrative Agent.

         7.11 USE OF PROCEEDS. Use all proceeds of the Loans as provided in
Section 6.8.

         7.12 ADDITIONAL SECURITY; FURTHER ASSURANCES.

                  (a) Agreement to Grant Additional Security. At any time after
the date hereof, promptly, and in any event within 30 days after the acquisition
by Borrowers or any Subsidiary of assets or real or personal property or
leasehold interests of the type that would have constituted Collateral at the
date hereof and investments of the type that would have constituted Collateral
on the date hereof (other than (x) any parcel of real estate with a fair market
value at the date of acquisition thereof of less than $5,000,000 or (y) assets
with a fair market value of less than $500,000 individually or $2,000,000 in the
aggregate; provided that, in each case, if the fair market value is more than
$1,000,000), Borrowers shall notify Administrative Agent of the acquisition of
such assets and, to the extent not already Collateral in which Administrative
Agent has a perfected security interest pursuant to Security Documents, such
assets will become additional Collateral hereunder to the extent Administrative
Agent deems the pledge of such assets practicable), and Borrowers will, and will
cause each of its Subsidiaries to, take all necessary action or any action
reasonably requested by Administrative Agent in order to grant to Administrative
Agent, for the benefit of Secured Creditors, a first priority security interest
in such additional Collateral, including without limitation, the following:

                      (i) the filing of appropriate financing statements under
the provisions of the UCC, applicable foreign, domestic or local laws, rules or
regulations in each of the offices where such filing is necessary or
appropriate; and

                      (ii) with respect to real estate, the execution of a
Mortgage, the making of all the relevant registrations, the obtaining of
Mortgage Policies, title surveys and real estate appraisals satisfying all
Requirements of Law, to grant Administrative Agent, for the benefit of Secured
Creditors, a perfected Lien in such Collateral (or comparable interest under
foreign law in the case of foreign Collateral) pursuant to and to the full
extent required by the Security Documents or this Agreement.



                                      125
<PAGE>

                  (b) ADDITIONAL GUARANTORS AND PLEDGORS.

                      (i) Company agrees to cause each Subsidiary acquired or
created in accordance with the terms of this Agreement that becomes a Domestic
Subsidiary of Company that is also Material Subsidiary (or any such Domestic
Subsidiary which was not determined to be a Material Subsidiary on the date
hereof but is later determined to be a Material Subsidiary) to promptly but in
no event later than ten (10) Business Days from the date of acquisition or
creation thereof become a party to the Domestic Subsidiary Guaranty and the
Domestic Security Agreement in accordance with the terms thereof;

                      (ii) Company and UK Borrower agree to cause each
Subsidiary acquired or created in accordance with the terms of this Agreement
that becomes a UK Subsidiary of UK Borrower that is also a Material Subsidiary
(or any such UK Subsidiary which was not determined to be a Material Subsidiary
on the date hereof but is later determined to be a Material Subsidiary) to
promptly but in no event later than ten (10) Business Days from the date of
acquisition or creation thereof enter into a guarantee in a form substantially
similar to the UK Subsidiary Guaranty and enter into a security agreement over
its assets in a form substantially similar to the UK Security Agreement in
accordance with the terms thereof;

                      (iii) Company and each Canadian Borrower agree to cause
each Subsidiary acquired or created in accordance with the terms of this
Agreement that becomes a Canadian Subsidiary of any Canadian Borrower that is
also a Material Subsidiary (or any such Subsidiary which was not determined to
be a Material Subsidiary on the date hereof but is later determined to be a
Material Subsidiary) to promptly but in no event later than ten (10) Business
Days from the date of acquisition or creation thereof enter into a security
agreement in a form substantially similar to the Canadian Security Agreement,
enter into a guarantee in a form substantially similar to the Canadian
Subsidiary Guaranty and enter into a pledge agreement in a form substantially
similar to the Canadian Pledge Agreement in accordance with the terms thereof;

                      (iv) Subject to Section 4.8, each Borrower agrees, at the
request of Administrative Agent, to cause any Foreign Subsidiary (other than any
Canadian Subsidiary or UK Subsidiary or any Subsidiary organized under the laws
of Malaysia, Indonesia or Nigeria as of the date hereof) acquired or created in
accordance with the terms of this Agreement that becomes a Material Subsidiary
of such Borrower (or any such Subsidiary which was not determined to be a
Material Subsidiary on the date hereof but is later determined to be a Material
Subsidiary) to promptly enter into such documentation, in form and substance
satisfactory to Administrative Agent, to create a valid and enforceable
perfected security interest in the assets of such Foreign Subsidiary and to
provide guarantees to secure the Obligations of UK Borrower under the UK
Revolving Facility and the Obligations of Canadian Borrowers under Canadian
Revolving Facility, together with such other documentation as may be required by
Administrative Agent or the Required Lenders pursuant to Section 7.12(d);
provided, that no Subsidiary shall be required to execute such documentation to
the extent that the execution and performance of such agreement would result in
any material adverse tax consequence or violate any Requirement of Law
(including any exchange control, financial assistance, minimum capitalization,
fraudulent conveyance, mandatory labor advice or similar rules or regulations,
"Foreign Requirements of Law"); and



                                      126
<PAGE>

                      (v) Company agrees to cause each Subsidiary that becomes a
guarantor of obligations arising under any agreement or instrument governing
subordinated Indebtedness and that is not at such time party to the Domestic
Subsidiary Guaranty promptly to become a party to the Domestic Subsidiary
Guaranty in accordance with the terms thereof.

         (c) PLEDGE OF NEW SUBSIDIARY STOCK.

                      (i) Company agrees to promptly but in no event later than
ten (10) Business Days from the date of acquisition or creation thereof pledge
(or to cause its Domestic Subsidiaries to pledge) all of the Capital Stock of
each new Domestic Subsidiary that is a Material Subsidiary and each Domestic
Subsidiary that becomes a Material Subsidiary and 65% of the Capital Stock of
each new first tier Foreign Subsidiary that is a Material Subsidiary and each
first tier Foreign Subsidiary that becomes a Material Subsidiary established,
acquired, created or otherwise in existence after the Initial Borrowing Date to
the Administrative Agent for the benefit of the Secured Creditors pursuant to
the terms of the Domestic Security Agreement promptly, and in any event, within
ten (10) Business Days of the creation of such new Subsidiary or the date such
Subsidiary becomes a Material Subsidiary, as applicable, and to deliver together
therewith, if such Capital Stock is certificated, certificates evidencing such
pledged Capital Stock, undated stock powers or other appropriate instruments
executed in blank and such opinions of counsel and such certificate of such
Subsidiary as Administrative Agent may reasonably request in respect of
complying with any legend on any such certificate or any other matter relating
to such shares;

                      (ii) Each Canadian Borrower agrees to promptly but in no
event later than ten (10) Business Days from the date of acquisition or creation
thereof pledge (or cause its Canadian Subsidiaries to pledge) all of the Capital
Stock of each of Canadian Borrower's new Canadian Subsidiaries that is a
Material Subsidiary and each of Canadian Borrower's Canadian Subsidiaries that
becomes a Material Subsidiary established, acquired, created or otherwise in
existence after the Initial Borrowing Date to the Administrative Agent for the
benefit of the Secured Creditors pursuant to the terms of the Canadian Pledge
Agreement;

                      (iii) UK Borrower agrees to promptly but in no event later
than ten (10) Business Days from the date of acquisition or creation thereof
pledge (or to cause its UK Subsidiaries to pledge) all of the Capital Stock of
each of UK Borrower's new UK Subsidiary that is a Material Subsidiary and each
of UK Borrower's UK Subsidiaries that become a Material Subsidiary established,
acquired, created or otherwise in existence after the Initial Borrowing Date to
the Administrative Agent for the benefit of the Secured Creditors pursuant to
the terms of the UK Security Agreement; and

                      (iv) Subject to Section 4.8, at the request of
Administrative Agent, each Borrower agrees to promptly pledge (or cause its
respective Subsidiaries to pledge) 100% of the Capital Stock of each of such
Borrower's new Foreign Subsidiary that is a Material Subsidiary (other than any
Subsidiary organized under the laws of Malaysia, Indonesia or Nigeria as of the
date hereof) and each of such Borrower's Foreign Subsidiaries that become
Material Subsidiaries established, acquired, created or otherwise in existence
after the Initial Borrowing Date to Administrative Agent for the benefit of the
Secured Creditors pursuant to such documentation, in form and substance
satisfactory to Administrative Agent, as may be required to create valid and




                                      127
<PAGE>

enforceable perfected security interests in such Capital Stock to secure the
Obligations of UK Borrower under the UK Revolving Facility and to secure the
Obligations of Canadian Borrowers under the Canadian Revolving Facility,
together with such other documentation as may be required by Administrative
Agent or the Required Lenders pursuant to Section 7.12(d); provided, that no
Subsidiary shall be required to execute such documentation to the extent that
the execution and performance of such agreement would result in any material
adverse tax consequence or violate any Foreign Requirement of Law.

                  (d) DOCUMENTATION FOR ADDITIONAL SECURITY. The security
interests required to be granted pursuant to this Section 7.12 shall be granted
pursuant to such security documentation (which shall be substantially similar to
the Security Documents already executed and delivered by Borrowers on or prior
to Initial Borrowing Date) satisfactory in form and substance to Administrative
Agent and the Required Lenders and shall constitute valid and enforceable
perfected security interests prior to the rights of all third Persons and
subject to no other Liens except Permitted Liens. The Additional Security
Documents and other instruments related thereto shall be duly recorded or filed
in such manner and in such places and at such times as are required by law to
establish, perfect, preserve and protect the Liens, in favor of Administrative
Agent for the benefit of the Lenders, required to be granted pursuant to the
Additional Security Document and, all taxes, fees and other charges payable in
connection therewith shall be paid in full by Borrowers. At the time of the
execution and delivery of the Additional Security Documents, Borrowers shall
cause to be delivered to Administrative Agent such agreements, opinions of
counsel and other related documents (including supporting corporate
authorizations) as may be reasonably requested by Administrative Agent or the
Required Lenders to assure themselves that this Section 7.12 has been complied
with.

         7.13 END OF FISCAL YEARS; FISCAL QUARTERS. Cause each of its and its
Subsidiaries' annual accounting periods to end on July 31 of each year (each a
"Fiscal Year"), with quarterly accounting periods ending on October 31, January
31, April 30, and July 31, of each Fiscal Year (each a "Fiscal Quarter").

         7.14 MAINTENANCE OF CORPORATION SEPARATENESS. Company will, and will
cause each of its Subsidiaries to, satisfy customary corporate formalities,
including the maintenance of corporate records. Neither Company nor any of its
Subsidiaries shall take any action, or conduct its affairs in a manner, which is
likely to result in the corporate existence of Company on the one hand and of
any Subsidiary of Company on the other hand being ignored, or in the assets and
liabilities of any Subsidiary of Company being substantively consolidated with
those of Company in a bankruptcy, reorganization or other insolvency proceeding.

         7.15 FOREIGN SUBSIDIARIES SECURITY. If, following a change in section
956(d) of the Code or the regulations, rules, rulings, notices or other official
pronouncements issued or promulgated thereunder, counsel for Company reasonably
acceptable to Administrative Agent does not, within 45 days after a written
request from Administrative Agent or the Required Lenders, deliver evidence, in
form and substance reasonably satisfactory to Administrative Agent, with respect
to any Foreign Subsidiary which is a Wholly-Owned Subsidiary of Company which
has not already had all of its stock pledged pursuant to the Pledge Agreements
that a pledge of 66 2/3% or more (in the case of any direct Foreign Subsidiary)
or all of the total combined voting power of all classes of Capital Stock of
such Foreign Subsidiary entitled to vote




                                      128
<PAGE>

would cause any portion of the undistributed earnings of such Foreign
Subsidiary, as determined for United States federal income tax purposes, to be
included in the gross income of such Foreign Subsidiary's United States parent
under section 951(a)(1)(B) of the Code, or any successor provision, then that
portion of such Foreign Subsidiary's outstanding capital stock not theretofore
pledged pursuant to the Canadian Pledge Agreement, the UK Security Agreement and
the Domestic Security Agreement, as applicable, shall be pledged to
Administrative Agent for the benefit of the Secured Creditors pursuant to the UK
Security Agreement and the Domestic Security Agreement, as applicable, (or
another pledge agreement in substantially similar form, if needed), to the
extent that entering into such UK Security Agreement and the Domestic Security
Agreement, as applicable, is permitted by the laws of, and does not cause
material adverse tax consequences in, the respective foreign jurisdiction and
with all documents delivered pursuant to this Section 7.15 to be in form and
substance reasonably satisfactory to Administrative Agent; provided, the
additional amount of Capital Stock required to be pledged pursuant to this
Section 7.15 shall not exceed the amount counsel for Company reasonably
acceptable to the Administrative Agent determines, in a form and substance
reasonably acceptable to Administrative Agent, would cause the Foreign
Subsidiary's United States parent to have an inclusion under section
951(a)(1)(B) of the Code, or any successor provision, in a year in which the
Foreign Subsidiary has undistributed earnings.

         7.16 FOREIGN PENSION PLAN COMPLIANCE. Company shall, and shall cause
each of its Subsidiaries and each member of the Controlled Group to, establish,
maintain and operate all Foreign Pension Plans to comply in all material
respects with all laws, regulations and rules applicable thereto and the
respective requirements of the governing documents for such plans, except for
failures to comply which, in the aggregate, would not be reasonably likely to
subject Company or any of its Subsidiaries to liability, individually or in the
aggregate, in excess of $2,000,000.

         7.17 ANNUAL MEETING WITH LENDERS. Within 120 days after the close of
each Fiscal Year, Borrowers shall hold a meeting with respect to which all of
the Lenders shall have received notice at least fourteen (14) days in advance,
and to which all the Lenders shall be invited to attend, at which meeting shall
be reviewed the financial results of the previous Fiscal Year and the financial
condition of Borrowers and their Subsidiaries and the budgets presented for the
current Fiscal Year of Borrowers and their Subsidiaries.

                                  ARTICLE VIII

                               NEGATIVE COVENANTS

                  Each Borrower hereby agrees that, so long as any of the
Commitments remain in effect or any Loan or LC Obligation remains outstanding
and unpaid or any other amount is owing to any Lender or Administrative Agent
hereunder:

         8.1 LIENS. Borrowers will not, and will not permit any of their
Subsidiaries to, create, incur, assume or suffer to exist or agree to create,
incur or assume any Lien in, upon or with respect to any of its properties or
assets (including, without limitation, any securities or debt instruments of any
of their Subsidiaries), whether now owned or hereafter acquired, or assign or
otherwise convey any right to receive income to secure any obligation; or file
or suffer to exist




                                      129
<PAGE>

under the UCC or any similar law or statute of any jurisdiction, a financing
statement (or the equivalent thereof) that names it as debtor; sign or suffer to
exist any security agreement authorizing any secured party thereunder to file
such financing statement (or the equivalent thereof); sell any of its property
or assets subject to an understanding or agreement, contingent or otherwise, to
repurchase such property or assets (including sales of accounts receivable) with
recourse to it, except for the following Liens (herein referred to as "Permitted
Liens"):

                  (a) Liens created by the Loan Documents;

                  (b) Customary Permitted Liens;

                  (c) Liens existing on the date hereof to secure Indebtedness
to Remain Outstanding listed on Schedule 6.5(d) hereto (but not the extension of
coverage thereto to other property or the extension of maturity, refinancing or
other modification to the terms thereof or the increase of the Indebtedness
secured thereby);

                  (d) Liens on any property securing Indebtedness incurred or
assumed for the purpose of financing all or any part of the acquisition,
construction, repair or improvement cost of such property (or financing of the
purchase price within 90 days after the respective purchase of assets), provided
that,

                      (i) any such Lien does not extend to any other property,

                      (ii) such Lien either exists on the date hereof or is
created in connection with the acquisition, construction, repair or improvement
of such property as permitted by this Agreement,

                      (iii) the indebtedness secured by any such Lien, (or the
Capitalized Lease Obligation with respect to any Capitalized Lease) does not
exceed 100% of the fair market value of such assets, and

                      (iv) the Indebtedness secured thereby is permitted to be
incurred pursuant to Section 8.2(c) or (d)(i), as applicable;

                  (e) Liens on any property of any Person at the time such
property is acquired or such Person becomes a Subsidiary or is merged or
consolidated with or into a Subsidiary and, in each case, not created in
contemplation of or in connection with such event, provided that, (x) no such
Lien shall extend to or cover any other property or assets of any Borrower or of
such Subsidiary, as the case may be, (y) the aggregate principal amount of the
Indebtedness secured by all such Liens in respect of any such property or assets
shall not exceed 100% of the fair market value of such property or assets at the
time of such acquisition nor, in the case of a Lien in respect of property or
assets existing at the time of such Person becoming a Subsidiary or being so
consolidated or merged, the fair market value of the property or assets acquired
at such time, and (z) the Indebtedness secured thereby is permitted to be
incurred pursuant to Section 8.2(c) or 8.2(d)(i);



                                      130
<PAGE>

                  (f) any Lien arising out of the refinancing, extension,
renewal or refunding of any Indebtedness secured by any Lien permitted by
clauses (d) and (e) of this Section, provided that, such Indebtedness is not
increased and is not secured by any additional assets;

                  (g) Liens incurred in connection with Sale-Leaseback
Transactions not prohibited by Section 8.8;

                  (h) Liens securing Indebtedness of Foreign Subsidiaries that
are not Borrowers, provided that, such Liens do not at any time encumber any
Collateral or other assets located in the United States, the Dollar Equivalent
amount of such Indebtedness shall not exceed $7,500,000 in the aggregate at any
one time outstanding; and

                  (i) additional Liens incurred by Company and its Subsidiaries
which do not secure Indebtedness for money borrowed so long as the Dollar
Equivalent of the value of the property subject to such Liens, and the Dollar
Equivalent of the Indebtedness and other obligations secured thereby, do not
exceed $7,500,000.

In addition, neither Borrowers nor any of their Subsidiaries shall become a
party to any agreement, note, indenture or other instrument, or take any other
action, which would prohibit the creation of a Lien on any of its properties or
other assets in favor of the Administrative Agent for the benefit of itself and
the Secured Creditors, as additional collateral for the Obligations, provided
that, any agreement, note, indenture or other instrument in connection with
Indebtedness permitted under Section 8.2(c) may prohibit the creation of a Lien
in favor of the Administrative Agent for the benefit of itself and the Secured
Creditors on the items of property obtained with the proceeds of such
Indebtedness. Notwithstanding anything herein to the contrary, the deposit of
funds to effectuate the Senior Notes Defeasance shall not be construed to create
a Lien in violation of this Section 8.1.

         8.2 INDEBTEDNESS. Borrowers will not, and will not permit any of their
Subsidiaries to, incur, create, assume directly or indirectly, guarantee, suffer
to exist or otherwise become or remain liable with respect to any Indebtedness
except:

                  (a) Indebtedness incurred pursuant to this Agreement and the
other Loan Documents;

                  (b) Indebtedness under Interest Rate Agreements entered into
to protect Borrowers or any of their Subsidiaries against fluctuations in
interest rates in respect of the Obligations;

                  (c) Indebtedness of Borrowers and their Subsidiaries secured
by Liens permitted under Section 8.1(d), provided that, the Dollar Equivalent of
the aggregate outstanding principal amount of such Indebtedness at any time
shall not exceed $10,000,000;

                  (d) (i) Indebtedness of a Subsidiary of Company issued and
outstanding on or prior to the date on which such Subsidiary was acquired by
Company (other than Indebtedness issued as consideration in, or to provide all
of any portion of the funds utilized to consummate, the transaction or series of
related transactions pursuant to which such Subsidiary became a Subsidiary or
was acquired by Company) pursuant to a Permitted Acquisition or (ii)



                                      131
<PAGE>

Indebtedness in connection with any Permitted Acquisition of any Data Library,
in either case which does not at any time exceed the Dollar Equivalent aggregate
outstanding amount of $40,000,000 (with such basket amount to be reduced by any
Indebtedness outstanding pursuant to Sections 8.2(c) and (i)) provided that,
after giving effect to the acquisition of such Subsidiary or Data Library, as
applicable, the pro forma Leverage Ratio will not be greater than the Leverage
Ratio required pursuant to Section 9.2 for the most recently ended Test Period
less .50:1.00;

                  (e) Indebtedness under Other Hedging Agreements providing
protection against fluctuations in currency values in connection with Borrowers'
or any of their Subsidiaries' operations so long as management of Borrowers or
such Subsidiary, as the case may be, has determined that entering into such
Other Hedging Agreements are bona fide hedging activities;

                  (f) Indebtedness outstanding on the date hereof and listed on
Schedule 6.5(d) hereto;

                  (g) Intercompany Indebtedness to the extent not prohibited by
Section 8.7 or Section 8.6(g); provided, however, that in the event of any
subsequent issuance or transfer of any Capital Stock which results in the holder
of such Indebtedness ceasing to be a Subsidiary of a Borrower or any subsequent
transfer of such Indebtedness (other than to Company or any of its Subsidiaries)
such Indebtedness shall be required to be permitted under another clause of this
Section 8.2; provided, further, however, that (x) in the case of Intercompany
Indebtedness consisting of a loan or advance to a Borrower on or after the date
hereof, each such loan or advance shall be subordinated to the indefeasible
payment in full of all of such Borrower's obligations pursuant to this Agreement
and the other Loan Documents, and (y) in the case of Intercompany Indebtedness
consisting of a loan or advance from a Borrower on or after the date hereof,
such Indebtedness shall be evidenced by promissory notes payable to such
Borrower, in form and substance satisfactory to Administrative Agent, which
promissory notes shall be delivered and pledged to Administrative Agent as part
of the Collateral;

                  (h) Indebtedness constituting Permitted Guarantee Obligations;

                  (i) Indebtedness in respect of Sale and Leaseback Transactions
permitted under Section 8.8;

                  (j) Permitted Refinancing Indebtedness with respect to
Indebtedness described in clauses (c) and (d) of this Section 8.2;

                  (k) Indebtedness of Foreign Subsidiaries that are not Credit
Parties pursuant to overdraft lines of credit and Indebtedness constituting
bilateral letter of credit facilities with Bank One, NA and/or any other bank;
provided that the Dollar Equivalent outstanding principal amount shall not at
any time exceed $12,500,000 in the aggregate; and

                  (l) Indebtedness incurred by Borrowers or any Subsidiary in
addition to that referred to elsewhere in this Section 8.2 in a Dollar
Equivalent principal amount not to exceed $7,500,000 in the aggregate.



                                      132
<PAGE>

         8.3 FUNDAMENTAL CHANGES. Borrowers will not, and will not permit any of
their Subsidiaries to, merge into or consolidate with any other Person, or
permit any other Person to merge into or consolidate with it, or wind-up
liquidate or dissolve, except that, if at the time thereof and immediately after
giving effect thereto, no Event of Default shall have occurred and be continuing
(i) any Subsidiary may merge into Company in a transaction in which Company is
the surviving corporation, (ii) any Subsidiary may merge into any Credit Party
in a transaction in which the surviving entity is a Credit Party, (iii) any
Subsidiary that is not a Credit Party may merge into any Subsidiary that is not
a Credit Party, (iv) any Subsidiary may merge into any other Person that becomes
a Credit Party in connection with a Permitted Acquisition, and (v) any
Subsidiary may liquidate, dissolve or wind-up if Company determines in good
faith that such liquidation, dissolution or winding up is in the best interests
of Company and is not materially disadvantageous to the Lenders, provided that,
any such merger involving a Person that is not a Wholly-Owned Subsidiary
immediately prior to such merger shall not be permitted unless also permitted by
Section 8.6.

         8.4 ASSET SALES. Borrowers will not, and will not permit any of their
Subsidiaries to, convey, sell, lease, sublease, transfer or otherwise dispose of
(or agree to do any of the foregoing at any future time without the Required
Lenders' prior written consent, subject to Sections 12.1 and 12.19), whether in
one transaction or a series of related transactions, all or any part of their
property or assets, or enter into any Sale and Leaseback Transaction, except
that:

                  (a) Borrowers and their Subsidiaries may in the ordinary
course of business, sell, lease, convey, sublease, transfer or otherwise dispose
of any assets which, in the reasonable judgment of such Person, are obsolete,
worn out or otherwise no longer useful in the conduct of such Person's business;
provided that the aggregate book value (at the time of disposition thereof) of
all assets disposed of pursuant to this Section 8.4(a) does not exceed
$2,500,000 in any Fiscal Year;

                  (b) Borrowers and their Subsidiaries may lease or sublease (as
lessor or lessee) real or personal property in the ordinary course of business;

                  (c) Borrowers and their Subsidiaries may sell Inventory in the
ordinary course of business;

                  (d) Borrowers and their Subsidiaries may sell or discount, in
each case without recourse and in the ordinary course of business, accounts
receivable arising in the ordinary course of business (x) which are overdue, or
(y) which such Borrower or Subsidiary may reasonably determine are difficult to
collect but only in connection with the compromise or collection thereof
consistent with prudent business practice (and not as part of any bulk sale or
financing of receivables);

                  (e) Company or any Domestic Subsidiary may make an Asset
Disposition to Company or any Domestic Subsidiary and any Foreign Subsidiary may
make an Asset Disposition to any Borrower or any Subsidiary; provided that,
notwithstanding the foregoing, (x) at any time the UK Revolving Commitment shall
be in effect, neither UK Borrower nor its UK Subsidiaries shall be permitted to
make an Asset Disposition to any Foreign Subsidiary that is not a Guarantor of
the UK Revolving Facility if after giving effect to such Asset Disposition the





                                      133
<PAGE>

aggregate net book value of all assets of UK Borrower and its Foreign
Subsidiaries which are Guarantors of the UK Revolving Facilities (other than any
Canadian Subsidiaries) shall be less than $50,000,000 in the aggregate and at
least five (5) Business Days prior to any such Asset Disposition, UK Borrower or
such UK Subsidiary, as applicable, shall have delivered to Administrative Agent
a schedule, in form and substance reasonably satisfactory to Administrative
Agent, setting forth the current net aggregate book value of all assets of UK
Borrower and its Foreign Subsidiaries which are Guarantors of the UK Revolving
Facilities, and (y) at any time the Canadian Revolving Commitment shall be in
effect, neither Canadian Borrower nor any Canadian Subsidiary shall be permitted
to make an Asset Disposition to any Foreign Subsidiary that is not a Guarantor
of the Canadian Revolving Facility if after giving effect to such Asset
Disposition the aggregate net book value of all assets of Canadian Borrowers and
their respective Foreign Subsidiaries which are Guarantors of the Canadian
Revolving Facility (other than any UK Subsidiaries) shall be less than
$60,000,000 in the aggregate and at least five (5) Business Days prior to any
Asset Disposition, such Canadian Borrower or such Canadian Subsidiary, as
applicable, shall have delivered to Administrative Agent a schedule, in form and
substance reasonably satisfactory to Administrative Agent, setting forth the
current net aggregate book value of all assets of Canadian Borrowers and their
Foreign Subsidiaries which are Guarantors of the Canadian Revolving Facilities;

                  (f) Borrowers and their Subsidiaries may make Permitted Data
Library Exchanges;

                  (g) Borrowers and their Subsidiaries may sell Investments
referred to in clause (a) of Section 8.6;

                  (h) Borrowers and their Subsidiaries may enter into licenses
or sublicenses of software, trademarks and other Intellectual Property and
general intangibles in the ordinary course of business and which do not
materially interfere with the business of such Person (including, without
limitation, licensing of surveys in the Data Library);

                  (i) Borrowers and their Subsidiaries may enter into Sale and
Leaseback Transactions permitted under Section 8.8; and

                  (j) Borrowers and their Subsidiaries may make other Asset
Dispositions for fair value, provided (A) that at least 75% of the aggregate
sales price from such Asset Disposition shall be paid in cash; and (B) that the
aggregate book value (at the time of disposition thereof) of all assets disposed
of by Borrowers and their Subsidiaries subsequent to the Initial Borrowing Date
pursuant to this clause (i) plus the aggregate book value of all the assets then
proposed to be disposed of does not exceed 10% of Consolidated Tangible Net
Worth as of the Fiscal Quarter ended on or immediately prior to the date of
disposition; provided, that the aggregate book value of any assets disposed of
pursuant to any Asset Disposition, the Net Proceeds of which are reinvested
pursuant to Section 4.4(c), shall be disregarded for purposes of the foregoing
calculation from and after the date of such reinvestment.

In the event the Required Lenders waive the provisions of this Section 8.4 in
accordance with the terms of this Agreement with respect to the sale of any
Collateral, or any Collateral is sold as permitted by this Section 8.4, such
Collateral shall be sold free and clear of the Liens created




                                      134
<PAGE>

by the Security Documents, and the Administrative Agent shall be authorized to
take any actions deemed appropriate in order to effect the foregoing.

         8.5 ISSUANCE OF STOCK; DIVIDENDS AND OTHER DISTRIBUTIONS.

                  (a) Company will not issue any Capital Stock, except for such
issuances of Capital Stock of Company consisting of Common Stock.

                  (b) Borrowers will not, and will not permit any of their
Subsidiaries to, directly or indirectly, issue, sell, assign, pledge, exchange
or otherwise encumber or dispose of any shares of Capital Stock of any
Subsidiary of Company, except (i) to Company, (ii) to another Wholly-Owned
Subsidiary of Company, (iii) to qualify directors if required by applicable law
or to meet local ownership requirements, (iv) pursuant to employee stock
ownership or employee benefit plans in effect on the date hereof or (v) pursuant
to the VESI Support Agreements. Notwithstanding the foregoing, Company and its
Subsidiaries shall be permitted to sell 100% of the outstanding stock of any
Subsidiary, but not less than 100% of such stock, subject to Section 8.7.

                  (c) Borrowers will not, and will not permit any of their
Subsidiaries to: (i) declare or pay any dividend or make any distribution on or
in respect of its Capital Stock or to the direct or indirect holders of its
Capital Stock (except dividends or distributions payable solely in such Capital
Stock or in options, warrants or other rights to purchase such Capital Stock and
except dividends or distributions payable to Company or a Wholly-Owned
Subsidiary of Company) or (ii) except pursuant to the VESI Support Agreements,
purchase, redeem or otherwise acquire or retire for value any Capital Stock of
Borrowers, (iii) make any interest or principal payment on, purchase, defease,
redeem, prepay, decrease or otherwise acquire or retire for value, prior to any
scheduled final maturity, any other Indebtedness that is subordinate or junior
in right of payment to the Obligations or (iv) pay any management fees or any
other fees or expenses (including the reimbursement thereof by it) pursuant to
any management, consulting or other service agreement to any of its shareholders
or other equity holders or any of their Affiliates to the extent that the amount
of such fees or expenses exceeds the fair market value of the services rendered
thereunder or actual expenses incurred in connection therewith (any of the
foregoing being hereinafter referred to as a "Restricted Payment"); provided,
however, that so long as (x) no Event of Default or Unmatured Event of Default
has occurred and is continuing or would result therefrom and (y) both before and
after giving effect to such Restricted Payments, Borrowers have at least
$35,000,000 of Available Liquidity, then at any time after the first anniversary
of the Effective Date, Company may make Restricted Payments contemplated by
clauses (i) and (ii) above in an aggregate amount not to exceed $20,000,000.

         8.6 LOANS, INVESTMENTS AND ACQUISITIONS. Borrowers will not, and will
not permit any of their Subsidiaries to, make any loans, advances, or guarantee
obligations, or extend any other credit or make or own any Investments or make
any Acquisitions except:

                  (a) Borrowers and their Subsidiaries may acquire and hold Cash
and Cash Equivalents and Foreign Subsidiaries may acquire and hold Foreign Cash
Equivalents; provided that such Cash and Cash Equivalents (including Foreign
Cash Equivalents) shall not exceed




                                      135
<PAGE>

$35,000,000 in the aggregate outstanding Dollar Equivalent amount at any time
Revolving Loans are outstanding;

                  (b) Investments identified on Schedule 8.6 and any
replacements thereof; provided that the aggregate amount of such Investments is
not increased;

                  (c) Investments in Joint Ventures not in excess of $15,000,000
outstanding at any time;

                  (d) Investments (including debt obligations) received in
connection with the bankruptcy or reorganization of suppliers and customers and
in settlement of delinquent obligations of, and other disputes with, customers
and suppliers arising in the ordinary course of business;

                  (e) Company may enter into Interest Rate Agreements in
compliance with Section 7.10;

                  (f) Investments constituting pledges or deposits in respect of
Permitted Liens;

                  (g) Investments made after the date hereof by Borrowers and
their Subsidiaries in a Person who is a Subsidiary immediately before and after
such Investment; provided that such Investments in Foreign Subsidiaries shall
not at any time exceed $25,000,000 in the aggregate at any time outstanding
(except that such basket amount shall be increased up to $75,000,000 in the
aggregate if, at the time of any Investment and after giving effect thereto,
Company and its Subsidiaries shall have Available Liquidity (without giving
effect to clause (a) of such definition and without giving effect to Cash and
Cash Equivalents held by Foreign Subsidiaries and the Dollar Equivalent of
Foreign Cash Equivalents held by Foreign Subsidiaries) greater than or equal to
$25,000,000);

                  (h) Borrowers or any Subsidiary may make a Permitted
Acquisition;

                  (i) Borrowers and each of their Subsidiaries may acquire and
hold debt securities as partial consideration for a sale of assets pursuant to
Section 8.4;

                  (j) Investments made on or after the Initial Borrowing Date by
Company to the extent necessary to consummate the Senior Notes Defeasance; and

                  (k) other Investments not in excess of $5,000,000 outstanding
at any one time.

         8.7 TRANSACTIONS WITH AFFILIATES. Borrowers will not enter into, renew
or extend and will not permit any Subsidiary to enter into, renew or extend, any
transaction, including, without limitation, the purchase, sale, lease or
exchange of any property or the rendering of any service, with any Affiliate of
Borrowers or any Subsidiary, except in the ordinary course of, and pursuant to
the reasonable requirements of the Borrowers' or such Subsidiary's business,
consistent with past practice and upon fair and reasonable terms no less
favorable to the applicable Borrower or such Subsidiary than would be obtained
in a comparable arm's-length transaction with a Person not an Affiliate of such
Borrower or such Subsidiary; provided that the foregoing shall not prohibit the
Borrowers or any Subsidiary from entering into management contracts with





                                      136
<PAGE>

Affiliates upon fair and reasonable terms in the ordinary course of business and
consistent with past practice or from entering into transactions with Affiliates
pursuant to the reasonable requirements of their business upon fair and
reasonable terms and consistent with past practice that comply with the transfer
pricing laws of the taxing jurisdiction in which the applicable Borrower or
Subsidiary is formed or incorporated or in which the transaction occurs, or from
entering into transactions otherwise permitted by this Agreement.

         8.8 SALE-LEASEBACKS. Borrowers will not, and will not permit any of
their Subsidiaries to, lease any property as lessee in connection with a Sale
and Leaseback Transaction entered into after the Initial Borrowing Date if, at
the time of such entering into and after giving effect thereto, the aggregate
amount of Attributable Debt for such Sale and Leaseback Transaction and for all
Sale and Leaseback Transactions so entered into by Borrowers and their
Subsidiaries shall exceed $15,000,000; provided, however, that, in no event
shall property otherwise permitted to be leased pursuant hereto include the Data
Library.

         8.9 LINES OF BUSINESS. Borrowers will not, and will not permit any of
their Subsidiaries to, enter into or acquire any line of business a material
portion of which is not reasonably related to the business engaged in by it as
of the date hereof and as described in Section 6.25 hereof.

         8.10 FISCAL YEAR. Borrowers will not, and will not permit any of their
Subsidiaries to, change their Fiscal Year.

         8.11 MODIFICATIONS OF CERTIFICATE OF INCORPORATION, BY-LAWS AND CERTAIN
OTHER AGREEMENTS; ETC. Borrowers will not, and will not permit any of their
Subsidiaries to amend, modify or change in any way adverse to the interests of
the Lenders, its Organizational Documents (including, without limitation, by
filing or modification of any certificate of designation) or any agreement
entered into by it, with respect to its Capital Stock, or enter into any new
agreement with respect to its Capital Stock which in any way could be adverse to
the interests of the Lenders.

         8.12 LIMITATION ON CERTAIN RESTRICTIONS ON SUBSIDIARIES. Borrowers will
not, and will not permit any of their Subsidiaries to, create or otherwise cause
or permit to exist or become effective any consensual encumbrance or restriction
on the ability of any Borrower or any Subsidiary of any Borrower to (i) pay
dividends or make any other distributions on its Capital Stock or pay, prepay or
subordinate Indebtedness or other obligation owed to Company or any of its other
Subsidiaries, (ii) make any loans or advances to Company or any of its other
Subsidiaries, or (iii) transfer any of its property or assets to Company or any
of its Subsidiaries, except:

                  (a) any encumbrance or restriction pursuant to this Agreement
or pursuant to an agreement in effect at or entered into on the Effective Date
and reflected on Schedule 8.12(a) hereto;

                  (b) any encumbrance or restriction with respect to a
Subsidiary of Company pursuant to an agreement relating to any Indebtedness
issued by such Subsidiary on or prior to the date on which such Subsidiary
became a Subsidiary of Company or was acquired by




                                      137
<PAGE>

Company (other than Indebtedness issued as consideration in, or to provide all
or any portion of the funds utilized to consummate, the transaction or series of
related transactions pursuant to which such Subsidiary became a Subsidiary or
was acquired by Company) and outstanding on such date;

                  (c) any such encumbrance or restriction consisting of
customary non-assignment provisions in leases governing leasehold interests to
the extent such provisions restrict the transfer of the lease or pursuant to any
Ordinary Course Agreements or the VESI Support Agreements; and

                  (d) in the case of clause (iii) above, Permitted Liens or
other restrictions contained in security agreements securing Indebtedness
permitted hereby to the extent such restrictions restrict the transfer of the
property subject to such security agreements.

         8.13 ACCOUNTING CHANGES. Borrowers will not, and will not permit any of
their Subsidiaries to, make any change in accounting policies affecting the
presentation of financial statements or reporting practices from those employed
by it on the date hereof, unless (i) such change is required by GAAP, (ii) such
change is disclosed to the Lenders through Administrative Agent or otherwise and
(iii) relevant prior financial statements that are affected by such change are
restated (in form and detail satisfactory to Administrative Agent) as may be
required by GAAP to show comparative results. If any changes in GAAP or the
application thereof from that used in the preparation of the financial
statements referred to in Section 6.5(a) hereof occur after the Initial
Borrowing Date and such changes result in, in the sole judgment of
Administrative Agent, a meaningful change in the calculation of any financial
covenants or restrictions set forth in this Agreement, then the parties hereto
agree to enter into and diligently pursue negotiations in order to amend such
financial covenants and restrictions so as to equitably reflect such changes,
with the desired result that the criteria for evaluating the financial condition
and results of operations of Company and its Subsidiaries shall be the same
after such changes as if such changes had not been made. Notwithstanding
anything herein to the contrary, no Credit Party shall change its policy in
effect as of the date hereof with respect to the amortization of any Data
Library without the prior written consent of Administrative Agent (which consent
shall not be unreasonably withheld or delayed); provided that such Credit Party
may, with advance notice to Administrative Agent, change such policy to the
extent required by GAAP or applicable law.

                                   ARTICLE IX

                               FINANCIAL COVENANTS

                  Borrowers hereby agree that, so long as any Commitments remain
in effect or any Loan or LC Obligation remains outstanding and unpaid or any
other amount is owing to any Lender or Administrative Agent hereunder, Borrowers
shall not, directly or indirectly:

         9.1 INTEREST COVERAGE RATIO. Permit the Interest Coverage Ratio for the
applicable Test Period ending on a date set forth below to be less than the
ratio set forth opposite such date:

                                      138
<PAGE>

<Table>
<Caption>
                         Date                                 Ratio
                         ----                                 -----

<S>                                                         <C>
                         April 30, 2003                     1.25:1.00
                         July 31, 2003                      1.25:1.00
                         October 31, 2003                   1.25:1.00
                         January 31, 2004                   1.25:1.00
                         April 30, 2004                     1.25:1.00
                         July 31, 2004                      1.25:1.00
                         October 31, 2004                   1.25:1.00
                         January 31, 2005                   1.25:1.00
                         April 30, 2005                     1.25:1.00
                         July 31, 2005                      1.25:1.00
                         October 31, 2005                   1.50:1.00
                         January 31, 2006                   1.50:1.00
                         April 30, 2006                     1.50:1.00
                         July 31, 2006                      1.50:1.00
                         October 31, 2006                   1.50:1.00
                         January 31, 2007                   1.50:1.00
                         April 30, 2007                     1.50:1.00
                         July 31, 2007                      1.75:1.00
                         October 31, 2007                   1.75:1.00
</Table>

         9.2 LEVERAGE RATIO. Permit the Leverage Ratio for the applicable Test
Period ending on a date set forth below to be more than the ratio set forth
opposite such date:

<Table>
<Caption>
                         Date                                 Ratio
                         ----                                 -----

<S>                                                         <C>
                         April 30, 2003                     3.00:1.00
                         July 31, 2003                      3.00:1.00
                         October 31, 2003                   3.00:1.00
                         January 31, 2004                   3.00:1.00
                         April 30, 2004                     3.00:1.00
                         July 31, 2004                      3.00:1.00
                         October 31, 2004                   3.00:1.00
                         January 31, 2005                   3.00:1.00
                         April 30, 2005                     3.00:1.00
                         July 31, 2005                      3.00:1.00
                         October 31, 2005                   2.75:1.00
                         January 31, 2006                   2.75:1.00
                         April 30, 2006                     2.75:1.00
                         July 31, 2006                      2.75:1.00
                         October 31, 2006                   2.50:1.00
                         January 31, 2007                   2.50:1.00
                         April 30, 2007                     2.50:1.00
                         July 31, 2007                      2.50:1.00
                         October 31, 2007                   2.50:1.00
</Table>




                                      139
<PAGE>

         9.3 MAINTENANCE OF CONSOLIDATED TANGIBLE NET WORTH. Permit its
Consolidated Tangible Net Worth for as of the last day of any Fiscal Quarter to
be less than the sum of (i) 80% of Consolidated Tangible Net Worth of Borrowers
and their Subsidiaries as of July 31, 2002 plus (ii) the amount equal to 50% of
the aggregate Consolidated Net Income of Borrowers since July 31, 2002 plus
(iii) 80% of any Net Offering Proceeds from any equity issuance after July 31,
2002; provided, however, that in the event that Borrowers have Consolidated Net
Income of less than zero for any Fiscal Quarter, Consolidated Net Income for
purposes only of this Section 9.3 shall be deemed to be zero for such Fiscal
Quarter.

         9.4 CAPITAL EXPENDITURES; CASH MULTI-CLIENT INVESTMENT. At any time
that Company and its Subsidiaries have Available Liquidity less than
$35,000,000, permit:

                  (a) Consolidated Capital Expenditures for the applicable Test
Period to be more than gross depreciation (including any recapitalized
depreciation relating to the Data Library) for such period; or

                  (b) Cash Multi-Client Investments for the applicable Test
Period to be more than Net Cash Multi-Client Revenue for such period.

                                   ARTICLE X

                                EVENTS OF DEFAULT

         10.1 EVENTS OF DEFAULT. Any of the following events, acts, occurrences
or state of facts shall constitute an "Event of Default" for purposes of this
Agreement:

                  (a) FAILURE TO MAKE PAYMENTS WHEN DUE. Any Borrower (i) shall
default in the payment when due (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise) of principal on any of the Loans
or any reimbursement obligation with respect to any Letter of Credit; or (ii)
shall default in the payment of interest on any of the Loans and such default in
payment shall continue for three (3) Business Days; or (iii) shall default in
the payment of any fee or any other amount owing hereunder or under any other
Loan Document when due and such default in payment shall continue for five (5)
Business Days after notice thereof has been given to Company by Administrative
Agent or any Lender; or

                  (b) REPRESENTATIONS AND WARRANTIES. Any representation or
warranty made by or on the part of any Credit Party, as the case may be,
contained in any Loan Document or any document, instrument or certificate
delivered pursuant hereto or thereto shall have been incorrect or misleading in
any material respect when made or deemed made; or

                  (c) COVENANTS. Any Credit Party shall (i) default in the
performance or observance of any term, covenant, condition or agreement on its
part to be performed or observed under Article VIII and Article IX hereof or
Sections 7.3(a), 7.9, 7.10, 7.11, 7.12 or (ii) default in the due performance or
observance by it of any other term, covenant or agreement contained in this
Agreement and such default shall continue unremedied for a period of thirty (30)
days after written notice to Company by Administrative Agent or any Lender; or



                                      140
<PAGE>

                  (d) DEFAULT UNDER OTHER LOAN DOCUMENTS. Any Credit Party shall
default in the performance or observance of any term, covenant, condition or
agreement on its part to be performed or observed hereunder or under any Loan
Document (and not constituting an Event of Default under any other clause of
this Section 10.1) and such default shall continue unremedied for a period of
thirty (30) days after written or telephonic (immediately confirmed in writing)
notice thereof has been given to Company by Administrative Agent; or

                  (e) VOLUNTARY INSOLVENCY, ETC. Company or any of its Material
Subsidiaries shall become insolvent (or is deemed for the purposes of any law to
be insolvent) or generally fail to pay, or admit in writing its inability to
pay, its debts as they become due, or shall voluntarily commence any proceeding
or process or file any petition under any bankruptcy, insolvency or similar law
in any jurisdiction seeking dissolution or reorganization or the appointment of
a receiver, trustee, custodian, liquidator, compulsory manager, administrative
receiver, administrator or similar officer for it or a substantial portion of
its property, assets or business or effect a plan or other arrangement with its
creditors, or shall file any answer admitting the jurisdiction of the court and
the material allegations of an involuntary petition filed against it in any
bankruptcy, insolvency or similar proceeding in any jurisdiction, or shall be
adjudicated bankrupt, or shall make a general assignment for the benefit of
creditors, or shall consent to, or acquiesce in the appointment of, an
administrator, administrative receiver, a receiver, trustee, custodian,
compulsory manager or liquidator or any other similar official for a substantial
portion of its property, assets or business, shall call a meeting of its
creditors with a view to arranging a composition, assignment or adjustment of
its debts or shall take any corporate action authorizing any of the foregoing or
in respect of which a moratorium is declared in respect of any of its
indebtedness; or

                  (f) INVOLUNTARY INSOLVENCY, ETC. Involuntary proceedings or
involuntary process or an involuntary petition shall be commenced or filed
against Company or any of its Material Subsidiaries under any bankruptcy,
insolvency or similar law in any jurisdiction seeking the dissolution,
winding-up or reorganization of it or the appointment of an administrator,
administrative receiver, a receiver, trustee, custodian, liquidator or
compulsory manager or any other similar official for it or of a substantial part
of its property, assets or business, or any writ, judgment, warrant of
attachment, execution or similar process shall be issued or levied against a
substantial part of its property, assets or business, and such proceedings or
petition shall not be dismissed, or such writ, judgment, warrant of attachment,
execution or similar process shall not be released, vacated or fully bonded,
within sixty (60) days after commencement, filing or levy, as the case may be,
or any order for relief shall be entered in any such proceeding; or

                  (g) DEFAULT UNDER OTHER AGREEMENTS. (i) Any Credit Party shall
default in the payment when due, whether at stated maturity or otherwise, of any
Indebtedness (other than Indebtedness owed to the Lenders under the Loan
Documents) in excess of $2,000,000 in the aggregate beyond the period of grace
(not to exceed thirty (30) days), if any, provided in the instrument or
agreement under which such Indebtedness was created, or (ii) a default shall
occur in the performance or observance of any agreement or condition to any
Indebtedness described in clause (i) or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event shall occur or
condition exist, the effect of which default or other event or condition is to
cause, or to permit the holder or holders of such Indebtedness (or a trustee or
agent on behalf of such holder or holders) to cause (determined without regard
to whether any



                                      141
<PAGE>

notice of acceleration or similar notice is required), any such Indebtedness to
become due or be repaid prior to its stated maturity, or (iii) any Indebtedness
described in clause (i) of the Credit Parties shall be declared to be due and
payable, or required to be prepaid other than by a regularly scheduled required
prepayment, prior to the stated maturity thereof; or

                  (h) INVALIDITY OF SUBORDINATION PROVISIONS. The subordination
provisions of any agreement or instrument governing any subordinated debt is for
any reason revoked or invalidated, or otherwise ceases to be in full force and
effect, any Person contests in any manner the validity or enforceability thereof
or denies that it has any further liability or obligation thereunder, or the
Loans and the other Obligations hereunder entitled to receive the benefits of
any Loan Document is for any reason subordinated or does not have the priority
contemplated by this Agreement or such subordination provisions; or

                  (i) JUDGMENTS. One or more judgments or decrees shall be
entered against a Credit Party involving, individually or in the aggregate, a
liability (to the extent not paid or covered by a reputable insurance company
which has accepted liability in writing) of $5,000,000 or more and all such
judgments or decrees shall not have been vacated, discharged, satisfied, stayed
or bonded pending appeal within thirty (30) days from the entry thereof; or

                  (j) SECURITY DOCUMENTS. At any time after the execution and
delivery thereof, any of the Security Documents shall cease to be in full force
and effect or shall cease to give Administrative Agent, for the benefit of the
Lenders, the Liens and rights, powers and privileges purported to be created
thereby (including, without limitation, a first priority perfected security
interest in, and Lien on, all of the Collateral) in favor of Administrative
Agent superior to and prior to the rights of all third Persons and subject to no
other Liens (except to the extent expressly permitted herein or therein); or any
Credit Party shall default in the due performance or observance of any term,
covenant or agreement on its part to be performed or observed pursuant to any of
the Security Documents and such default shall continue beyond any grace period
specifically applicable thereto pursuant to the terms of such Security Document;
or any provision of any Loan Document shall at any time for any reason (other
than pursuant to the express terms thereof) cease to be valid and binding on or
enforceable against any Credit Party intended to be a party thereto, or the
validity or enforceability thereof shall be contested by any Credit Party party
thereto, or a proceeding shall be commenced by any Credit Party or any
Governmental Authority having jurisdiction over any of them, seeking to
establish the invalidity or unenforceability thereof, or any Credit Party shall
deny in writing that it has any liability or obligation purported to be created
under any Loan Document; or

                  (k) GUARANTIES. Any Guaranty or any provision thereof shall
(other than as a result of the actions taken by Administrative Agent or the
Lenders to release such Guaranty) cease to be in full force and effect in
accordance with its terms, or any guarantor or any Person acting by or on behalf
of such Guarantor shall deny or disaffirm such guarantor's obligations under any
Guaranty or any Guarantor shall default in the due performance or observance of
any term, covenant or agreement on its part to be performed or observed pursuant
to any Guaranty or any guarantor shall default in the due performance or
observance of any term, covenant or agreement on its part to be performed or
observed pursuant to any Guaranty (in each case, after giving effect to any
grace periods applicable thereto); or



                                      142
<PAGE>

                  (l) ERISA. Either (i) any Reportable Event which the Required
Lenders determine constitutes reasonable grounds for the termination of any Plan
by the PBGC or of any Multiple Employer Plan or for the appointment by the
appropriate United States District Court of a trustee to administer or liquidate
any Plan or Multiple Employer Plan shall have occurred; (ii) a trustee shall be
appointed by a United States District Court to administer any Plan or Multiple
Employer Plan; or (iii) the PBGC shall institute proceedings to terminate any
Plan or Multiple Employer Plan or to appoint a trustee to administer any Plan;
(iv) Company or any of its Subsidiaries or any of their ERISA Affiliates shall
become liable to the PBGC or any other party under Section 4062, 4063 or 4064 of
ERISA with respect to any Plan; or (v) Company or any of its Subsidiaries or any
of their ERISA Affiliates shall become liable to make a current payment with
respect to any Multiple Employer Plan under Section 4201 et seq. of ERISA; if as
of the date thereof or any subsequent date, the sum of each of Company's and its
Subsidiaries' and their ERISA Affiliates' various liabilities (such liabilities
to include, without limitation, any liability to the PBGC or to any other party
under Section 4062, 4063 or 4064 of ERISA with respect to any Plan, or to any
Multiple Employer Plan under Section 4201 et seq. of ERISA, and to be calculated
after giving effect to the tax consequences thereof) as a result of such events
listed in subclauses (i) through (v) above exceeds $2,000,000; or

                  (m) CHANGE OF CONTROL. A Change of Control shall occur; or

                  (n) DISSOLUTION. Any order, judgment or decree shall be
entered against Company or any Material Subsidiary decreeing its involuntary
dissolution or split up and such order shall remain undischarged and unstayed
for a period in excess of thirty (30) days; or Company or any Material
Subsidiary shall otherwise dissolve or cease to exist except as specifically
permitted by this Agreement; or

                  (o) ENVIRONMENTAL MATTERS. Company or any of its Subsidiaries
shall be the subject of any proceeding or investigation pertaining to (i) the
Release by Company or any of its Subsidiaries of any Contaminant, (ii) the
liability of Company or any of its Subsidiaries arising from the Release by any
other Person of any Contaminant, or (iii) any violation of any Environmental
Laws by Company or any of its Subsidiaries, which, in any case, has subjected or
is reasonably likely to subject Company or any of its Subsidiaries to liability
individually or in the aggregate in excess of $5,000,000 (exclusive of costs,
expenses, claims covered by insurance policies of Company or any of its
Subsidiaries unless the insurers of such costs, expenses or claims have
disclaimed coverage or reserved the right to disclaim coverage thereof and
exclusive of costs, expenses or claims covered by the indemnity of a financially
responsible indemnitor in favor of Company or any of its Subsidiaries unless the
indemnitor has disclaimed or reserved the right to disclaim coverage thereof);
or

                  (p) CESSATION OF BUSINESS. Either (i) any Credit Party is
enjoined, restrained or in any way prevented by the order of any court or any
Governmental Authority from conducting all or any material part of its business
for more than fifteen (15) consecutive days, or (ii) any cessation of a
substantial part of the business of any Credit Party for a period which has a
Material Adverse Effect.

                  If any of the foregoing Events of Default shall have occurred
and be continuing, Administrative Agent may, and, at the written direction of
the Required Lenders, shall take one




                                      143
<PAGE>

or more of the following actions: (i) by written or oral notice (in the case of
oral notice confirmed in writing immediately thereafter) to Borrowers to declare
the Total Commitments to be terminated whereupon the Total Commitments shall
forthwith terminate, (ii) by written or oral notice (in the case of oral notice
confirmed in writing immediately thereafter) to Borrowers declare all sums then
owing by Borrowers hereunder and under the Loan Documents to be forthwith due
and payable, whereupon all such sums shall become and be immediately due and
payable without presentment, demand, protest or notice of any kind, all of which
are hereby expressly waived by Borrowers, (iii) terminate any Letter of Credit
in accordance with its terms, (iv) direct Borrowers to pay (and each Borrower
agrees that, upon receipt of such notice, or upon the occurrence of any Event of
Default specified in Section 10.1(e) or Section 10.1(f) with respect to such
Borrower, it will pay) to Administrative Agent at the Payment Office such
additional amount of Cash, to be held as security by Administrative Agent, as is
equal to the aggregate Stated Amount of all Letters of Credit issued for the
account of Company and its Subsidiaries and then outstanding, and (v) enforce,
as Administrative Agent, all of the Liens and security interests created
pursuant to the Security Documents. In addition to the foregoing, in the event
that any Event of Default described in Section 10.1(a) shall have occurred with
respect to the Term C Loans and such Event of Default shall have continued for a
period of 90 days following receipt by Administrative Agent of written notice
thereof from the Majority Lenders of the Term C Facility, Administrative Agent,
at the written direction of the Majority Lenders of the Term C Facility, shall
take any or all of the following actions: (i) by written or oral notice (in the
case of oral notice confirmed in writing immediately thereafter) to Company
declare all sums then owing by Company in respect of the Term C Loans to be
forthwith due and payable, whereupon all such sums shall become and be
immediately due and payable without presentment, demand, protest or notice of
any kind, all of which are hereby expressly waived by Company and (ii) enforce,
as Administrative Agent, all of the Liens and security interests created
pursuant to the Security Documents. In cases of any occurrence of any Event of
Default described in Section 10.1(e) or Section 10.1(f), the Loans, together
with accrued interest thereon, shall become due and payable forthwith without
the requirement of any such acceleration or request, and without presentment,
demand, protest or other notice of any kind, all of which are expressly waived
by each Borrower, any provision of this Agreement or any other Loan Document to
the contrary notwithstanding, and other amounts payable by Borrowers hereunder
shall also become immediately due and payable all without notice of any kind.

                  Anything in this Section 10.1 to the contrary notwithstanding,
Administrative Agent shall, at the request of the Required Lenders, rescind and
annul any acceleration of the Loans by written instrument delivered to
Borrowers, provided that, at the time such acceleration is so rescinded and
annulled: (A) all past due interest and principal, if any, on the Loans and all
other sums payable under this Agreement and the other Loan Documents shall have
been duly paid, and (B) no other Event of Default shall have occurred and be
continuing which shall not have been waived in accordance with the provision of
Section 12.1 hereof; provided that any rescission and annulment of any
acceleration pursuant to the penultimate sentence of the preceding paragraph
shall require the consent of the Majority Lenders of the Term C Facility.

         10.2 RIGHTS NOT EXCLUSIVE. The rights provided for in this Agreement
and the other Loan Documents are cumulative and are not exclusive of any other
rights, powers, privileges or remedies provided by law or in equity, or under
any other instrument, document or agreement now existing or hereafter arising.



                                      144
<PAGE>

                                   ARTICLE XI

                            THE ADMINISTRATIVE AGENT

       In this Article XI, the Lenders agree among themselves as follows:

         11.1 APPOINTMENT. The Lenders hereby appoint DB as Administrative Agent
(for purposes of this Agreement, the term "Administrative Agent" shall include
DB in its capacity as Administrative Agent pursuant to the Security Documents)
and appoint DBC as Canadian Administrative Agent (Administrative Agent and
Canadian Administrative Agent are sometimes referred to in this Article XI as
the "Agents", and individually as an "Agent") to act as herein specified herein
and in the other Loan Documents. Each Lender hereby irrevocably authorizes and
each holder of any Note by the acceptance of such Note shall be deemed to
irrevocably authorize Agents to take such action on its behalf under the
provisions hereof, the other Loan Documents (including, without limitation, to
give notices and take such actions on behalf of the Required Lenders as are
consented to in writing by the Required Lenders) and any other instruments,
documents and agreements referred to herein or therein and to exercise such
powers hereunder and thereunder as are specifically delegated to Administrative
Agent or Canadian Administrative Agent by the terms hereof and thereof and such
other powers as are reasonably incidental thereto. Agents may perform any of
their respective duties hereunder and under the other Loan Documents, by or
through their officers, directors, agents, employees or affiliates.

         11.2 NATURE OF DUTIES. Agents shall have no duties or responsibilities
except those expressly set forth in this Agreement. The duties of Agents shall
be mechanical and administrative in nature. EACH LENDER HEREBY ACKNOWLEDGES AND
AGREES THAT EACH AGENT SHALL NOT HAVE, BY REASON OF THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT, A FIDUCIARY RELATIONSHIP TO OR IN RESPECT OF ANY LENDER. Nothing
in any of the Loan Documents, expressed or implied, is intended to or shall be
so construed as to impose upon Agents any obligations in respect of any of the
Loan Documents except as expressly set forth herein or therein. Each Lender
shall make its own independent investigation of the financial condition and
affairs of Borrowers in connection with the making and the continuance of the
Loans hereunder and shall make its own appraisal of the creditworthiness of each
Borrower, and Agents shall have no duty or responsibility, either initially or
on a continuing basis, to provide any Lender with any credit or other
information with respect thereto, whether coming into its possession before
making of the Loans or at any time or times thereafter; provided that, upon the
reasonable request of a Lender, each Agent shall provide to such Lender any
documents or reports delivered to such Agent by the Company or any of its
Subsidiaries pursuant to the terms of this Agreement or any other Loan Document.
Agents will promptly notify each Lender at any time that the Required Lenders
have instructed it to act or refrain from acting pursuant to Article X.

         11.3 EXCULPATION, RIGHTS ETC. Neither Agents nor any of their
respective officers, directors, agents employees or affiliates shall be liable
for any action taken or omitted by them hereunder or under any of the other Loan
Documents, or in connection herewith or therewith, unless caused by its or their
gross negligence or willful misconduct. Agents shall not be responsible to any
Lender for any recitals, statements, representations or warranties herein or for
the execution, effectiveness, genuineness, validity, enforceability,
collectibility, or sufficiency of



                                      145
<PAGE>

any of the Loan Documents or any other document or the financial condition of
any Borrower. Agents shall not be required to make any inquiry concerning either
the performance or observance of any of the terms, provisions or conditions of
this Agreement or any of the Loan Documents or any other Document or the
financial condition of any Borrower, or the existence or possible existence of
any Unmatured Event of Default or Event of Default unless requested to do so by
the Required Lenders. Agents may at any time request instructions from the
Lenders with respect to any actions or approvals (including the failure to act
or approve) which by the terms of any of the Loan Documents, Agents are
permitted or required to take or to grant, and if such instructions are
requested, Agents shall be absolutely entitled to refrain from taking any action
or to withhold any approval and shall not be under any liability whatsoever to
any Person for refraining from any action or withholding any approval under any
of the Loan Documents until it shall have received such instructions from the
Required Lenders or all Lenders, as applicable. Without limiting the foregoing,
no Lender shall have any right of action whatsoever against Agents as a result
of Agents acting, approving or refraining from acting or approving under any of
the Loan Documents in accordance with the instructions of the Required Lenders
or, to the extent required by Section 12.1, all of the Lenders.

         11.4 RELIANCE. Agents shall be entitled to rely, and shall be fully
protected in relying, upon any notice, writing, resolution notice, statement,
certificate, order or other document or any telephone, telex, teletype or
telecopier message believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person, and, with respect to all matters
pertaining herein or to any of the other Loan Documents and their duties
hereunder or thereunder, upon advice of counsel selected by Agents.

         11.5 INDEMNIFICATION. To the extent Agents are not reimbursed and
indemnified by Borrowers or any of their Subsidiaries, each Lender (other than
any Lender not required to participate in the CAM Exchange with respect to
Canadian Administrative Agent) will reimburse and indemnify Agents for and
against any and all liabilities, obligations, losses, damages, claims,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever which may be imposed on, incurred by, or asserted
against Agents, acting pursuant hereto in such capacity in any way relating to
or arising out of this Agreement or any of the other Loan Documents or any
action taken or omitted by Agents under this Agreement or any of the other Loan
Documents, in proportion to each Lender's Aggregate Pro Rata Share of the Total
Commitment; provided, however, that no Lender shall be liable for any portion of
such liabilities, obligations, losses, damages, claims, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from Administrative
Agent's gross negligence or willful misconduct. The obligations of the Lenders
under this Section 11.5 shall survive the payment in full of the Loans and the
termination of this Agreement.

         For purposes hereof, "Aggregate Pro Rata Share" means, when used with
reference to any Lender and any described aggregate or total amount, an amount
equal to the result obtained by multiplying such desired aggregate or total
amount by a fraction the numerator of which shall be the aggregate outstanding
principal amount of such Lender's UK Revolving Loan Commitment (or, if
terminated, such Lender's UK Revolving Loans), Domestic Revolving Loan
Commitment (or, if terminated, such Lender's Domestic Revolving Loans), Canadian
Revolving Commitment (or, if terminated, such Lender's Canadian Revolving
Loans), Term A Loan, Term B Loan and



                                      146
<PAGE>

Term C Loan and the denominator of which shall be the aggregate of all of the
Term Loans and Revolving Commitments (or if terminated, Revolving Loans)
outstanding hereunder.

         11.6 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. With respect to
its Loans and Commitments (and its Domestic Revolver Pro Rata Share, UK Revolver
Pro Rata Share, Canadian Revolver Pro Rata Share and Term Pro Rata Share, as
applicable, thereof), Agents shall have and may exercise the same rights and
powers hereunder and are subject to the same obligations and liabilities as and
to the extent set forth herein for any other Lender or holder of Obligations.
The terms "Lenders", "holder of Obligations" or "Required Lenders" or any
similar terms shall, unless the context clearly otherwise indicates, include
Agents in their individual capacity as a Lender, one of the Required Lenders or
a holder of Obligations. Agents may accept deposits from, lend money to, and
generally engage in any kind of banking, trust or other business with Company or
any Subsidiary or affiliate of Company as if it were not acting as
Administrative Agent or Canadian Administrative Agent hereunder or under any
other Loan Document, including, without limitation, the acceptance of fees or
other consideration for services without having to account for the same to any
of the Lenders.

         11.7 NOTICE OF DEFAULT. Agents shall not be deemed to have knowledge or
notice of the occurrence of any Event of Default or Unmatured Event of Default
hereunder unless such Agent has received written notice from a Lender or a
Borrower referring to this Agreement describing such Event of Default or
Unmatured Event of Default and stating that such notice is a "notice of default"
or containing similar language to the same effect. In the event that either
Agent receives such a notice, such Agent shall give prompt notice thereof to the
Lenders.

         11.8 HOLDERS OF OBLIGATIONS. Agents may deem and treat the payee of any
Obligation as reflected on the books and records of such Agent as the owner
thereof for all purposes hereof unless and until a written notice of the
assignment or transfer thereof shall have been filed with Agents pursuant to
Section 12.8(c). Any request, authority or consent of any Person who, at the
time of making such request or giving such authority or consent, is the holder
of any Obligation shall be conclusive and binding on any subsequent holder,
transferee or assignee of such Obligation or of any Obligation or Obligations
granted in exchange therefor.

         11.9 RESIGNATION BY ADMINISTRATIVE AGENT.

                  (a) Any Agent may resign from the performance of all its
functions and duties hereunder at any time by giving thirty (30) Business Days'
prior written notice to Company and each Lender. Such resignation shall take
effect upon the acceptance by a successor Administrative Agent or Canadian
Administrative Agent of appointment pursuant to clauses (b) and (c) below or as
otherwise provided below.

                  (b) Upon any such notice of resignation, the Required Lenders
shall appoint a successor Administrative Agent or Canadian Administrative Agent
who shall be satisfactory to Company and shall be an incorporated bank or trust
company.

                  (c) If a successor Administrative Agent or Canadian
Administrative Agent shall not have been so appointed within said thirty (30)
Business Day period, Administrative Agent or Canadian Administrative Agent with
the consent of Company, shall then appoint a




                                      147
<PAGE>

successor Administrative Agent or Canadian Administrative Agent who shall serve
as Administrative Agent or Canadian Administrative Agent until such time, if
any, as the Required Lenders, with the consent of Company, appoint a successor
Administrative Agent or Canadian Administrative Agent as provided above.

                  (d) If no successor Administrative Agent or Canadian
Administrative Agent has been appointed pursuant to clause (b) or (c) by the
twentieth (20th) Business Day after the date such notice of resignation was
given by Administrative Agent or Canadian Administrative Agent, such Agent's
resignation shall become effective and the Required Lenders shall thereafter
perform all the duties of Administrative Agent or Canadian Administrative Agent
hereunder until such time, if any, as the Required Lenders, with the consent of
Company, appoint a successor Administrative Agent or Canadian Administrative
Agent as provided above.

         11.10 THE LEAD ARRANGERS, BOOK RUNNERS, SYNDICATION AGENT AND
CO-DOCUMENTATION AGENTS. Notwithstanding any other provision of this Agreement
or any provision of any other Loan Document, each of the Lead Arrangers, Book
Runners, Syndication Agent and Co-Documentation Agents are named as such for
recognition purposes only, and in their respective capacities as such shall have
no powers, duties, responsibilities or liabilities with respect to this
Agreement or the other Loan Documents or the transactions contemplated hereby
and thereby; it being understood and agreed that the Lead Arrangers, Book
Runners, Syndication Agent and Co-Documentation Agents shall be entitled to all
indemnification and reimbursement rights in favor of "Agents" as provided for
under Section 11.5. Without limitation of the foregoing, none of Lead Arrangers,
Book Runners, Syndication Agent or Co-Documentation Agents shall, solely by
reason of this Agreement or any other Loan Documents, have any fiduciary
relationship in respect of any Lender or any other Person.

                                  ARTICLE XII

                                  MISCELLANEOUS

         12.1 NO WAIVER; MODIFICATIONS IN WRITING.

                  (a) No failure or delay on the part of Administrative Agent,
Canadian Administrative Agent or any Lender in exercising any right, power or
remedy hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.
The remedies provided for herein are cumulative and are not exclusive of any
remedies that may be available to Administrative Agent, Canadian Administrative
Agent or any Lender at law or in equity or otherwise. Neither this Agreement nor
any terms hereof may be amended, modified, supplemented, waived, discharged,
terminated or otherwise changed unless such amendment, modification, supplement,
waiver, discharge, termination or other change is in writing signed by the
respective Credit Parties party thereto and the Required Lenders, provided that,
no such amendment, modification, supplement, waiver, discharge, termination or
other change shall, without the consent of each Lender (other than a Defaulting
Lender) (with Obligations directly affected thereby in the case of the following
clause (i)),


                                      148
<PAGE>

                      (i) extend the final scheduled maturity of any Loan or
Note (or extend the stated maturity of any Letter of Credit beyond the Revolver
Termination Date except as expressly permitted hereby), or reduce the rate or
amount or extend the time of payment of interest or fees thereon (including,
without limitation, the applicable prepayment premium described in Section
3.2(e)) or reduce the principal amount thereof),

                      (ii) release any Borrower or any Guarantor or release all
of any material portion of the Collateral (except as expressly provided in the
Security Documents),

                      (iii) amend, modify or waive any provision of this Section
12.1(a),

                      (iv) amend the definition of Required Lenders, "Pro Rata
Share", "Term Pro Rata Share", "Aggregate Pro Rata Share" or change the
percentage of the Commitments or of the aggregate unpaid principal amount of any
or all of the Loans that is required for the Lenders or any of them to take any
action hereunder, or

                      (v) consent to the assignment or transfer by any Borrower
of any of its rights and obligations under this Agreement;

                      provided, further, that no such amendment, modification,
supplement, waiver, discharge, termination or other change shall

                          (A) increase the Commitments of any Lender over the
amount thereof then in effect without the consent of such Lender (it being
understood that waivers or modifications of conditions precedent, covenants,
Events of Default or Unmatured Events of Default shall not constitute an
increase of the Commitment of any Lender, and that an increase in the available
portion of any Commitment of any Lender shall not constitute an increase in the
Commitment of such Lender),

                          (B) without the consent of Facing Agent, amend, modify
or waive any provision of Section 2.10 or alter its rights or obligations with
respect to Letters of Credit,

                          (C) without the consent of Administrative Agent or
Canadian Administrative Agent, amend, modify or waive any provision of Article
XI as same applies to Administrative Agent or Canadian Administrative Agent or
any other provisions as same relates to the rights or obligations of
Administrative Agent or Canadian Administrative Agent,

                          (D) without the consent of Administrative Agent or
Canadian Administrative Agent, amend, modify or waive any provisions relating to
the rights or obligations of Administrative Agent or Canadian Administrative
Agent under the other Loan Documents,

                          (E) without the consent of the Majority Lenders of
each Facility which is being allocated a lesser prepayment, repayment or
Commitment reduction, alter the timing or the required application of any
prepayments or repayments (or Commitment reduction), as between the various
Facilities pursuant to clause (i) of the first sentence of Section 4.5(a) and
the second and third sentences of Section 4.5(a) (although the Required



                                      149
<PAGE>

Lenders may waive in whole or in part, any such prepayment, repayment or
Commitment reduction so long as the application, as amongst the various
Facilities, of any such prepayment, repayment or Commitment reduction which is
still required to be made is not altered),

                          (F) without the consent of the Majority Lenders of
each Facility, amend the definition of Majority Lenders,

                          (G) without the consent of the Majority Lenders of the
Term Loan Facilities affected thereby, amend the definition of Term Pro Rata
Share,

                          (H) without the consent of the Majority Lenders of the
UK Revolving Facility, amend the definition of UK Revolver Pro Rata Share;
without the consent of the Majority Lenders of the Canadian Revolving Facility,
amend the definition of Canadian Revolver Pro Rata Share and without the consent
of the Majority Lenders of the Domestic Revolving Facility, amend the definition
of Domestic Revolver Pro Rata Share,

                          (I) without the consent of the Majority Lenders of the
Term C Facility, extend the final scheduled maturity (or with respect to any
Revolving Loans, the applicable Commitment termination date) of any of the First
Priority Debt to a date beyond six months prior to the maturity of the Term C
Loan,

                          (J) without the consent of the Majority Lenders of the
Term C Facility, increase the margin applicable to interest rates hereunder in
excess of 2% or increase the margin applicable to interest rates hereunder
without applying an equal absolute percentage amount to the Term C Loans,

                          (K) without the consent of the Majority Lenders of the
Term C Facility amend the definition of Maximum First Priority Debt (or amend
the definitions used therein or the definitions of "UK Revolving Commitment,"
"Domestic Revolving Commitment," "Canadian Revolving Commitment," "Term
Commitments" or "Total Commitments" so as to increase the amount of Maximum
First Priority Debt) (it being understood that any amendment to extend the final
scheduled maturity of the Term A Loans or Term B Loans or to extend the
Commitment termination date of any Revolving Loans to a date which is not beyond
six months prior to the maturity of the Term C Loans shall not require the
consent of the Majority Lenders of the Term C Facility),

                          (L) without the consent of the Majority Lenders of the
Term C Facility, subordinate any Lien granted in favor of Administrative Agent
for the benefit of Secured Creditors to the Lien of any other creditor of
Company or its Subsidiaries (subject to Permitted Liens),

                          (M) without the consent of the Majority Lenders of the
Term C Facility, amend or modify the priority of payments set forth in Section
8.4 of the Domestic Security Agreement or any corresponding section in any other
Security Documents, or Section 4.5 with respect to proceeds arising from any
mandatory prepayment required by Section 4.4(c) or (e), if the effect of such
amendment or modification would be to reduce the amount required to be
permanently applied to First Priority Facilities or to reduce the amount
required to be applied to the Term C Loans,



                                      150
<PAGE>

                          (N) without the consent of the Majority Lenders of
each Facility, permit another tranche to be secured by the Collateral which is
not pari passu or secured on a ratable basis with the First Priority Facilities,
or

                          (O) without the consent of the Majority Lenders of the
Term C Facility, amend, modify or waive any mandatory prepayment required by
Section 4.4(c) or (e) if the effect of such amendment, modification or waiver
would be to reduce the amount required to be permanently applied to the First
Priority Facilities or reduce the amount required to be applied to the Term C
Loans, or

                          (P) without the consent of the Majority Lenders of the
Term C Facility, amend or modify Section 2.1(a)(iii).

                  (b) If, in connection with any proposed change, waiver,
discharge or termination of any of the provisions of this Agreement as
contemplated by clauses (a)(i) through (v), inclusive of the first proviso to
the third sentence of Section 12.1(a), the consent of the Required Lenders is
obtained but the consent of one or more of such other Lenders whose consent is
required is not obtained, then the applicable Borrower shall have the right to
replace each such non-consenting Lender or Lenders (or, at the option of
Borrowers if the respective Lender's consent is required with respect to less
than all Loans, to replace only the respective Loans of the respective
non-consenting Lender which gave rise to the need to obtain such Lender's
individual consent) with one or more Replacement Lenders pursuant to Section 3.7
so long as at the time of such replacement, each such Replacement Lender
consents to the proposed amendment, modification, supplement, waiver, discharge,
termination or other change.

         12.2 FURTHER ASSURANCES. Each Borrower agrees to do such further acts
and things and to execute and deliver to Administrative Agent and Canadian
Administrative Agent such additional assignments, agreements, powers and
instruments, as Administrative Agent or Canadian Administrative Agent may
reasonably require or deem advisable to carry into effect the purposes of this
Agreement or any of the Loan Documents or to better assure and confirm unto
Administrative Agent or Canadian Administrative Agent its rights, powers and
remedies hereunder.

         12.3 NOTICES, ETC. Except where telephonic instructions or notices are
authorized herein to be given, all notices, demands, instructions and other
communications required or permitted to be given to or made upon any party
hereto or any other Person shall be in writing and shall be personally delivered
or sent by registered or certified mail, postage prepaid, return receipt
requested, or by a reputable overnight or courier delivery service, or by
prepaid telex or telecopier, and shall be deemed to be given for purposes of
this Agreement on the third day after deposit in registered or certified mail,
postage prepaid, and otherwise on the date that such writing is delivered or
sent to the intended recipient thereof, or in the case of notice delivered by
telecopy, upon completion of transmission with a copy of such notice also being
delivered under any of the methods provided above, all in accordance with the
provisions of this Section 12.3. Unless otherwise specified in a notice sent or
delivered in accordance with the foregoing provisions of this Section 12.3,
notices, demands, instructions and other communications in writing shall be
given to or made upon the respective parties hereto at their respective
addresses (or to their respective telex or TWX or telecopier numbers) indicated
on Schedule 12.3 hereto or,




                                      151
<PAGE>

in the case of any Assignee, on its signature page to its Assignment and
Assumption Agreement and, in the case of telephonic instructions or notices, by
calling the telephone number or numbers indicated for such party on Schedule
12.3 hereto or such Assignment and Assumption Agreement, as the case may be.

         12.4 COSTS, EXPENSES AND TAXES; INDEMNIFICATION.

                  (a) GENERALLY. Borrowers agree jointly and severally to pay
promptly upon request by Administrative Agent (or any Lender, in connection with
any enforcement or atonement as provided below) all reasonable costs and
expenses in connection with the negotiation, preparation, printing, typing,
reproduction, execution, delivery and syndication of this Agreement and the
other Loan Documents and the documents and instruments referred to herein and
therein and any amendment, waiver, consent relating hereto or thereto or other
modifications of (or supplements to) any of the foregoing and any and all other
documents and instruments furnished pursuant hereto or thereto or in connection
herewith or therewith, including without limitation, the reasonable fees and
out-of-pocket expenses of Winston & Strawn, special counsel to Administrative
Agent, and any local counsel retained by Administrative Agent relative thereto,
other Attorney Costs, independent public accountants and other outside experts
retained by Administrative Agent in connection with the administration of this
Agreement and the other Loan Documents, and all search fees, appraisal fees and
expenses, filing and recording fees and all costs and expenses (including,
without limitation, Attorney Costs), if any, in connection with the enforcement
of this Agreement, any of the Loan Documents or any other agreement furnished
pursuant hereto or thereto or in connection herewith or therewith. In addition,
Borrowers agree jointly and severally to pay any and all present and future
stamp, transfer, excise and other similar taxes payable or determined to be
payable in connection with the execution and delivery of this Agreement, any
Loan Document, or the making of any Loan, and each agrees to save and hold
Administrative Agent, Canadian Administrative Agent and each Lender harmless
from and against any and all liabilities with respect to or resulting from any
delay by any Borrower in paying, or omission by any Borrower to pay, such taxes.
Any portion of the foregoing fees, costs and expenses which remains unpaid more
than thirty (30) days following Administrative Agent's, Canadian Administrative
Agent's or any Lender's statement and request for payment thereof shall bear
interest from the date of such statement and request to the date of payment at
the Default Rate

                  (b) INDEMNIFICATION. Borrowers agree jointly and severally to
indemnify and hold harmless DBSI, Syndication Agent, Co-Documentation Agents,
Administrative Agent, Canadian Administrative Agent and each Lender and each
director, trustee, officer, employee, agent, advisor, attorney and Affiliate of
DBSI, Syndication Agent, Co-Documentation Agents, Administrative Agent, Canadian
Administrative Agent and each Lender (each such Person an "Indemnified Person"
and collectively, the "Indemnified Persons") from and against all losses,
claims, damages, obligations (including removal or remedial actions), expenses
or liabilities (not including taxes except as otherwise provided in this
Agreement) to which such Indemnified Person may become subject, insofar as such
losses, claims, damages, penalties, obligations (including removal or remedial
actions), expenses or liabilities (or actions, suits or proceedings including
any inquiry or investigation or claims in respect thereof (whether or not
Administrative Agent, Canadian Administrative Agent or any Lender is a party
thereto)) arise out of, in any way relate to, or result from the transactions
contemplated by this Agreement or any of the other Loan





                                      152
<PAGE>

Documents and to reimburse each Indemnified Person upon their demand, for any
Attorney Costs or other expenses incurred in connection with investigating,
preparing to defend or defending any such loss, claim, damage, liability, action
or claim; provided, however,

                      (i) that no Indemnified Person shall have the right to be
so indemnified hereunder for any loss, claim, damage, penalties, obligations,
expense or liability to the extent it arises or results from the gross
negligence or willful misconduct of such Indemnified Person as determined by a
court of competent jurisdiction in a final non-appealable judgment; and

                      (ii) that nothing contained herein shall affect the
express contractual obligations of the Lenders to Borrowers contained herein.

If any action, suit or proceeding arising from any of the foregoing is brought
against Administrative Agent, Canadian Administrative Agent, any Lender or any
other Person indemnified or intended to be indemnified pursuant to this Section
12.4, Borrowers will, if requested by Administrative Agent, Canadian
Administrative Agent, any Lender or any such Indemnified Person, resist and
defend such action, suit or proceeding or cause the same to be resisted and
defended by counsel reasonably satisfactory to the Person or Persons indemnified
or intended to be indemnified. Each Indemnified Person shall, unless
Administrative Agent, Canadian Administrative Agent, a Lender or other
Indemnified Person has made the request described in the preceding sentence and
such request has been complied with, have the right to employ its own counsel
(or (but not as well as) staff counsel) to investigate and control the defense
of any matter covered by such indemnity and the reasonable fees and expenses of
such counsel shall be at the expense of the indemnifying party. Excluding any
liability arising out of the gross negligence or willful misconduct of any
Indemnified Person as determined by a court of competent jurisdiction in a final
non-appealable judgment, Borrowers further agree jointly and severally to
indemnify and hold each Indemnified Person harmless from all loss, cost
(including Attorney Costs), liability and damage whatsoever incurred by any
Indemnified Person by reason of any violation of any Environmental Laws or
Environmental Permits or for the release or threatened release of any
Contaminants into the environment for which Company or any of its Subsidiaries
has any liability or which is related to any property currently or formerly
owned, leased or operated by or on behalf of Company or any of its Subsidiaries,
or by reason of the imposition of any Environmental Lien or which occurs by a
breach of any of the representations, warranties or covenants relating to
environmental matters contained herein, including, without limitation, by reason
of any matters disclosed in Schedule 6.18; provided that, with respect to any
liabilities arising from acts or failure to act for which Company or any of its
Subsidiaries is strictly liable under any Environmental Law or Environmental
Permit, Borrowers' obligation to each Indemnified Person under this indemnity
shall likewise be without regard to fault on the part of Company or any such
Subsidiary. If Borrowers shall fail to do any act or thing which it has
covenanted to do hereunder or any representation or warranty on the part of
Company or any Subsidiary contained herein or in any other Loan Document shall
be breached, Administrative Agent or Canadian Administrative Agent may (but
shall not be obligated to) do the same or cause it to be done or remedy any such
breach, and may expend its funds for such purpose, and will use its best efforts
to give prompt written notice to Company that it proposes to take such action.
Any and all amounts so expended by Administrative Agent or Canadian
Administrative Agent shall be repaid to it by Company promptly upon
Administrative Agent's or Canadian



                                      153
<PAGE>

Administrative Agent's demand therefor, with interest at the Default Rate in
effect from time to time during the period including the date so expended by
Administrative Agent or Canadian Administrative Agent to the date of repayment.
To the extent that the undertaking to indemnify, pay or hold harmless
Administrative Agent, Canadian Administrative Agent, any Lender or other
Indemnified Person as set forth in this Section 12.4 may be unenforceable
because it is violative of any law or public policy, Company shall make the
maximum contribution to the payment and satisfaction of each of the indemnified
liabilities which is permissible under applicable law. The obligations of
Borrowers under this Section 12.4 shall survive the termination of this
Agreement and the discharge of Borrowers' other Obligations hereunder.

                  (c) FOREIGN EXCHANGE INDEMNITY. If any sum due from Borrowers
under this Agreement or any order or judgment given or made in relation hereto
has to be converted from the currency (the "first currency") in which the same
is payable hereunder or under such order or judgment into another currency (the
"second currency") for the purpose of (i) making or filing a claim or proof
against any Borrower with any Governmental Authority or in any court or
tribunal, or (ii) enforcing any order or judgment given or made in relation
hereto, Borrowers shall indemnify and hold harmless each of the Persons to whom
such sum is due from and against any loss actually suffered as a result of any
discrepancy between (a) the rate of exchange used to convert the amount in
question from the first currency into the second currency, and (b) the rate or
rates of exchange at which such Person, acting in good faith in a commercially
reasonable manner, purchased the first currency with the second currency after
receipt of a sum paid to it in the second currency in satisfaction, in whole or
in part, of any such order, judgment, claim or proof. The foregoing indemnity
shall constitute a separate obligation of Borrowers distinct from their other
obligations hereunder and shall survive the giving or making of any judgment or
order in relation to all or any of such other obligations.

         12.5 CONFIRMATIONS. Each Borrower and each holder of any portion of the
Obligations agrees from time to time, upon written request received by it from
the other, to confirm to the other in writing (with a copy of each such
confirmation to Administrative Agent) the aggregate unpaid principal amount of
the Loan or Loans and other Obligations then outstanding.

         12.6 ADJUSTMENT; SETOFF.

                  (a) If any Lender (a "Benefited Lender") shall at any time
receive any payment of all or part of its Loans, or interest thereon, or receive
any Collateral in respect thereof (whether voluntarily or involuntarily, by
setoff, pursuant to events or proceedings of the nature referred to in Section
10.1(e) or Section 10.1(f) hereof, or otherwise) in a greater proportion than
any such payment to and Collateral received by any other Lender in respect of
such other Lender's Loans or interest thereon, such Benefited Lender shall
purchase for cash from the other Lenders such portion of each such other
Lender's Loans, or shall provide such other Lenders with the benefits of any
such Collateral, or the proceeds thereof, as shall be necessary to cause such
Benefited Lender to share the excess payment or benefits of such Collateral or
proceeds ratably with each Lender; provided, however, that if all or any portion
of such excess payment or benefits is thereafter recovered from such Benefited
Lender, such purchase shall be rescinded, and the purchase price and benefits
returned, to the extent of such recovery, but without interest. Each Borrower
agrees that each Lender so purchasing a portion of another Lender's Loans may




                                      154
<PAGE>

exercise all rights of payment (including, without limitation, rights of setoff)
with respect to such portion as fully as if such Lender were the direct holder
of such portion.

                  (b) In addition to any rights and remedies of the Lenders
provided by law, each Lender shall have the right, without prior notice to
Borrowers, any such notice being expressly waived by Borrowers, upon the
occurrence and during the continuance of an Event of Default, to setoff and
apply against any Obligations, whether matured or unmatured, of any Borrower or
any Credit Party to such Lender, any amount owing from such Lender to such
Borrower, at or at any time after, the happening of any of the above-mentioned
events, and the aforesaid right of setoff may be exercised by such Lender
against any Borrower or against any trustee in bankruptcy, debtor in possession,
assignee for the benefit of creditors, receivers, administrators, administrative
receivers or similar insolvency official or execution, judgment or attachment
creditor of such Borrower, or against anyone else claiming through or against,
such Borrower or such trustee in bankruptcy, debtor in possession, assignee for
the benefit of creditors, receivers, administrators, administrative receivers or
similar insolvency official or execution, judgment or attachment creditor,
notwithstanding the fact that such right of setoff shall not have been exercised
by such Lender prior to the making, filing or issuance, or service upon such
Lender of, or of notice of, any such petition, assignment for the benefit of
creditors, appointment or application for the appointment of a receiver,
administrator, administrative receivers or similar insolvency official or
issuance of execution, subpoena, order or warrant. Each Lender agrees promptly
to notify Company and Administrative Agent after any such setoff and application
made by such Lender, provided that, the failure to give such notice shall not
affect the validity of such setoff and application.

                  (c) Each Borrower expressly agrees that to the extent such
Borrower makes a payment or payments and such payment or payments, or any part
thereof, are subsequently invalidated, declared to be fraudulent or
preferential, set aside or are required to be repaid to a trustee, receiver,
administrator, administrative receivers or similar insolvency official or any
other party under any bankruptcy act, state or federal law, common law,
equitable cause, rule or regulation in any jurisdiction, then to the extent of
such payment or repayment, the Indebtedness to the Lenders or part thereof
intended to be satisfied shall be revived and continued in full force and effect
as if said payment or payments had not been made.

         12.7 EXECUTION IN COUNTERPARTS. This Agreement may be executed in any
number of counterparts and by different parties hereto on separate counterparts,
each of which counterparts, when so executed and delivered, shall be deemed to
be an original and all of which counterparts, taken together, shall constitute
but one and the same Agreement.

         12.8 BINDING EFFECT; ASSIGNMENT; ADDITION AND SUBSTITUTION OF LENDERS.

                  (a) This Agreement shall be binding upon, and inure to the
benefit of, Borrowers, Administrative Agent, the Lenders, all future holders of
the Notes and their respective successors and assigns; provided, however, that
no Borrower may assign its rights or obligations hereunder or in connection
herewith or any interest herein (voluntarily, by operation of law or otherwise)
without the prior written consent of the Lenders.



                                      155
<PAGE>

                  (b) Each Lender may at any time sell to one or more banks or
other entities ("Participants") participating interests in all or any portion of
its Commitment and Loans or participation in Letters of Credit or any other
interest of such Lender hereunder (in respect of any Lender, its "Credit
Exposure"). In the event of any such sale by a Lender of participating interests
to a Participant, such Lender's obligations under this Agreement shall remain
unchanged, such Lender shall remain solely responsible for the performance
thereof, and Borrowers, Canadian Administrative Agent and Administrative Agent
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement. At the time of each
sale of a participating interest, pursuant to this Section 12.8(b), the Lender
shall, if required under applicable law and in accordance with Section 4.7(d)
provide to Company and or Administrative Agent revised IRS Forms, reflecting
that portion of its Commitment and Loan retained and that portion of its
Commitment and Loan which had been sold to a Participant. Each Borrower agrees
that if amounts outstanding under this Agreement or any of the Loan Documents
are due or unpaid, or shall have been declared or shall have become due and
payable upon the occurrence of an Event of Default, each Participant shall be
deemed to have the right of setoff in respect of its participating interest in
amounts owing under this Agreement and the Loan Documents to the same extent as
if the amount of its participating interest were owing directly to it as a
Lender under this Agreement or any other Loan Document; provided, however, that
such right of setoff shall be subject to the obligation of such Participant to
share with the Lenders, and the Lenders agree to share with such Participant, as
provided in Section 12.6. Each Borrower also agrees that each Participant shall
be entitled to the benefits of Sections 3.6 and 4.7 with respect to its
participation in the Loans outstanding from time to time as if the Participant
became a Lender on the date of the participation, provided that, such
Participant's benefits under Section 3.6 shall be limited to the benefits that
the primary Lender would be entitled to thereunder and such Participant's
benefits under Section 4.7 shall be subject to the limitations contained therein
(including, without limitation, those limitations in Section 4.7(a)(ii)) and
such Participant's compliance with Section 4.7(d). Each Lender agrees that any
agreement between such Lender and any such Participant in respect of such
participating interest shall not restrict such Lender's right to approve or
agree to any amendment, restatement, supplement or other modification to, waiver
of, or consent under, this Agreement or any of the Loan Documents except to the
extent that any of the foregoing would (i) extend the final scheduled maturity
of any Loan or Note in which such Participant is participating (it being
understood that amending the definitions of Scheduled Term Repayments (other
than any Term Loan Maturity Date) shall not constitute an extension of the final
scheduled maturity of any Loan or Note) or extend the stated maturity of any
Letter of Credit in which such Participant is participating beyond the Revolver
Termination Date, or reduce the rate or extend the time of payment of interest
or fees on any such Loan, Note or Letter of Credit (except in connection with a
waiver of applicability of any post-default increase in interest rates) or
reduce the principal amount thereof, or increase the amount of the Participant's
participation over the amount thereof then in effect (it being understood that
waivers or modifications of conditions precedent, covenants, Events of Default
or Unmatured Events of Default or of a mandatory reduction in Commitments shall
not constitute a change in the terms of such participation, and that an increase
in any Commitment or Loan shall be permitted without the consent of any
Participant if the Participant's participation is not increased as a result
thereof), (ii) consent to the assignment or transfer by any Borrower of any of
its rights and obligations under this Agreement or (iii) release all or any
material portion of the Collateral under all of the Security Documents (except

                                       156



<PAGE>
as expressly provided in the Loan Documents) supporting the Loans and/or Letters
of Credit hereunder in which such Participant is participating. In the event
that any Lender sells participations in a Loan, such Lender shall maintain a
register on which it enters the name of all participants in the Loans held by it
(the "Participant Register"). A Loan (and the registered note, if any,
evidencing the same) may be participated in whole or in part only by
registration of such participation on the Participant Register (and each
registered note shall expressly so provide). Any participation of such Loan (and
the registered note, if any, evidencing the same) may be effected only by the
registration of such participation on the Participant Register.

                  (c) Any Lender may at any time assign to one or more Eligible
Assignees, including an Affiliate thereof (each an "Assignee"), all or any part
of its Credit Exposure pursuant to an Assignment and Assumption Agreement,
provided that, (i) it assigns its Credit Exposure in an amount not less than the
$2,500,000 for the Domestic Revolving Facility and the Dollar Equivalent of
$1,000,000 for the UK Revolving Facility, Canadian Revolving Facility and the
Term Facilities (or if less, the entire amount of such Lender's Credit Exposure
with respect to such Facility or an amount which, together with the Credit
Exposure to such Facility of Related Funds to such assignee, equals or exceeds
$1,000,000) and (ii) any assignment of all or any portion of any Lender's Credit
Exposure to an Assignee other than an Affiliate of such Lender or another
Lender, or in the case of a Lender that is an account or a fund that extends
credit or invests in loans, any Related Fund of any Lender or any Affiliate of
such investment advisor, shall require the prior written consent of
Administrative Agent (the consent of Administrative Agent not to be unreasonably
withheld or delayed) and, provided no Unmatured Event of Default or Event of
Default then exists or is continuing, Company (the consent of Company not to be
unreasonably withheld or delayed; provided, however, that for the first fifteen
Business Days following the Initial Borrowing Date, assignments by Agents shall
not require the consent of Company), and; provided, further, that
notwithstanding the foregoing limitations, any Lender may at any time assign all
or any part of its Credit Exposure to any Affiliate of such Lender or to any
other Lender (or in the case of a Lender which is a fund or an account, to any
Related Fund of such Lender). Notwithstanding anything herein to the contrary,
neither consent of Administrative Agent nor Company shall be required for any
assignments of Term C Loans to any Eligible Assignee. Upon execution of an
Assignment and Assumption Agreement and the payment of a nonrefundable
assignment fee of $3,500 (provided that no such fee shall be payable upon
assignments by any Lender which is a fund or an account to any Related Fund) in
immediately available funds to Administrative Agent at its Payment Office in
connection with each such assignment, written notice thereof by such transferor
Lender to Administrative Agent and the recording by Administrative Agent or
Canadian Administrative Agent of such assignment and the resulting effect upon
the Loans and UK Revolving Commitment and Canadian Revolving Commitment of the
assigning Lender and the Assignee, the Assignee shall have, to the extent of
such assignment, the same rights and benefits as it would have if it were an
original Lender hereunder and holder of the Obligations (provided that Company
and Administrative Agent (and in the case of an assignment of a Canadian
Revolving Commitment or a Canadian Revolving Loan, Canadian Administrative
Agent) shall be entitled to continue to deal solely and directly with the
assignor Lender in connection with the interests so assigned to the Assignee
until written notice of such assignment, together with payment instructions,
addresses and related information with respect to the Assignee, shall have been
given to Company, and Administrative Agent, (and in the case of an assignment of
a Canadian Revolving Commitment or a Canadian Revolving Loan, Canadian
Administrative Agent) by the assignor




                                      157
<PAGE>

Lender and the Assignee) and, if the Assignee has expressly assumed, for the
benefit of Borrowers, some or all of the transferor Lender's obligations
hereunder, such transferor Lender shall be relieved of its obligations hereunder
to the extent of such assignment and assumption, and except as described above,
no further consent or action by Company, the Lenders, Canadian Administrative
Agent or Administrative Agent shall be required. At the time of each assignment
pursuant to this Section 12.8(c) the Lender and Assignee shall, if required
under applicable law and in accordance with Section 4.7(d), provide to Company
and Administrative Agent revised IRS Forms reflecting that portion of the Loan
and Commitment retained by the Lender and that portion of the Loan and
Commitment sold to the Assignee. Each Assignee shall take such Credit Exposure
subject to the provisions of this Agreement and to any request made, waiver or
consent given or other action taken hereunder, prior to the receipt by
Administrative Agent and Company of written notice of such transfer, by each
previous holder of such Credit Exposure. Such Assignment and Assumption
Agreement shall be deemed to amend this Agreement and Schedule 1.1(a) hereto, to
the extent, and only to the extent, necessary to reflect the addition of such
Assignee as a Lender and the resulting adjustment of all or a portion of the
rights and obligations of such transferor Lender under this Agreement, the
Maximum Commitment, the determination of its Term Pro Rata Share, Canadian
Revolver Pro Rata Share or UK Revolver Pro Rata Share, as the case may be (in
each case, rounded to twelve decimal places), the Loans, any outstanding Letters
of Credit and any new Notes to be issued, at Borrowers' expense, to such
Assignee, and no further consent or action by Company or the Lenders shall be
required to effect such amendments.

                  (d) Each Borrower authorizes each Lender to disclose to any
Participant or Assignee (each, a "Transferee") and any prospective Transferee
any and all financial information in such Lender's possession concerning Company
and any Subsidiary of Company which has been delivered to such Lender by any
Borrower pursuant to this Agreement or which has been delivered to such Lender
by any Borrower in connection with such Lender's credit evaluation of such
Borrower prior to entering into this Agreement, provided that, such Transferee
or prospective Transferee agrees to treat any such information which is not
public as confidential.

                  (e) Notwithstanding any other provision set forth in this
Agreement, any Lender may at any time pledge or assign all or any portion of its
rights under this Agreement and the other Loan Documents (including, without
limitation, the Notes held by it) to any Federal Reserve Bank in accordance with
Regulation A of the Federal Reserve Board without notice to, or the consent of,
any Borrower, provided that, no such pledge or assignment of a security interest
under this Section 12.8(e) shall release a Lender from any obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party hereto or
its security holders, without the consent of Company and Administrative Agent.
Any Lender which is a fund may pledge all or any portion of its Notes or Loans
to its trustee in support of its obligations to its trustee. No such pledge or
assignment shall release the transferor Lender from its obligations hereunder.

         12.9 CONSENT TO JURISDICTION; MUTUAL WAIVER OF JURY TRIAL.

                  (a) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE
OF NEW YORK SITTING IN NEW YORK, NEW YORK OR




                                      158
<PAGE>

COURTS OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY
EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH CREDIT PARTY HEREBY IRREVOCABLY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH CREDIT PARTY
HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS CT CORPORATION SYSTEM WITH
OFFICES ON THE DATE HEREOF AT 111 EIGHTH AVENUE, NEW YORK, NEW YORK 10011 AS ITS
DESIGNEE, APPOINTEE AND ADMINISTRATIVE AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE
FOR AND ON ITS BEHALF, AND IN RESPECT OF ITS PROPERTY, SERVICE OF ANY AND ALL
LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS WHICH MAY BE SERVED IN ANY SUCH
ACTION OR PROCEEDING. IF FOR ANY REASON SUCH DESIGNEE, APPOINTEE AND
ADMINISTRATIVE AGENT SHALL CEASE TO BE AVAILABLE TO ACT AS SUCH, EACH CREDIT
PARTY AGREES TO DESIGNATE A NEW DESIGNEE, APPOINTEE AND ADMINISTRATIVE AGENT IN
NEW YORK CITY ON THE TERMS AND FOR THE PURPOSES OF THIS PROVISION REASONABLY
SATISFACTORY TO ADMINISTRATIVE AGENT UNDER THIS AGREEMENT. EACH CREDIT PARTY
FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH CREDIT PARTY,
AT ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW, SUCH SERVICE TO BECOME
EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE
RIGHT OF ADMINISTRATIVE AGENT UNDER THIS AGREEMENT, ANY LENDER OR THE HOLDER OF
ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE
LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST EACH CREDIT PARTY IN ANY OTHER
JURISDICTION.

                  (b) EACH CREDIT PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE
AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE
(A) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM
IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

                  (c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY COURT OR JURISDICTION,
INCLUDING WITHOUT LIMITATION THOSE REFERRED TO IN CLAUSE (A) ABOVE, IN RESPECT
TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

         12.10 RELEASE OF COLLATERAL. The Collateral and any other collateral
security for the Obligations shall be released from any security interest or
Lien created by the Loan Documents at such time as no Commitment by any Lender
remains outstanding to any Borrower hereunder




                                      159
<PAGE>

and after such time as no Borrower shall have any Obligations or Loans of any
kind then outstanding to Administrative Agent, Canadian Administrative Agent and
the Lenders under this Agreement or any of the Loan Documents; and
Administrative Agent shall then deliver to Borrowers all Collateral held under
the Loan Documents and related documents in the custody or possession of
Administrative Agent and, if requested by any Borrower, shall execute and
deliver to such Borrower for filing (or shall authorize such Borrower to file
in) in each office in which any financing statement relative to such Collateral,
or any part thereof, shall have been filed, a termination statement under the
UCC (or its equivalent) releasing Administrative Agent's interest therein, and
such other documents and instruments as such Borrower may reasonably request,
all without recourse upon, or warranty whatsoever by, Administrative Agent or
any Lender, and at the cost and expense of Borrowers.

         12.11 GOVERNING LAW. THIS AGREEMENT AND EACH NOTE SHALL BE DEEMED TO BE
A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES
SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF SAID
STATE, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
LAW BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAWS RULES.

         12.12 SEVERABILITY OF PROVISIONS. Any provision of this Agreement which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.

         12.13 TRANSFERS OF NOTES. Subject to Section 12.14, in the event that
the holder of any Note (including any Lender) shall transfer such Note, it shall
immediately advise Administrative Agent and Company of such transfer, and
Administrative Agent and Company shall be entitled conclusively to assume that
no transfer of any Note has been made by any holder (including any Lender)
unless and until Administrative Agent and Company shall have received written
notice to the contrary. Except as otherwise provided in this Agreement or as
otherwise expressly agreed in writing by all of the other parties hereto, no
Lender shall, by reason of the transfer of a Note or otherwise, be relieved of
any of its obligations hereunder. Each transferee of any Note shall take such
Note subject to the provisions of this Agreement and to any request made, waiver
or consent given or other action taken hereunder, prior to the receipt by
Administrative Agent and Company of written notice of such transfer, by each
previous holder of such Note, and, except as expressly otherwise provided in
such transfer, Administrative Agent and Company shall be entitled conclusively
to assume that the transferee named in such notice shall hereafter be vested
with all rights and powers under this Agreement with respect to the Pro Rata
Share of the Loans of the Lender named as the payee of the Note which is the
subject of such transfer.

         12.14 REGISTRY. Each Borrower hereby designates Administrative Agent to
serve as Borrowers' agent, solely for purposes of this Section 12.14 to maintain
a register (the "Register") on which it will record the Commitment from time to
time of each of the Lenders, the Loans made by each of the Lenders and each
repayment in respect of the principal amount of the Loans of each Lender.
Failure to make any such recordation, or any error in such recordation shall not
affect Borrowers' obligations in respect of such Loans. With respect to any
Lender, the transfer of the Commitments of such Lender and the rights to the
principal of, and interest on, any Loan




                                      160
<PAGE>

made pursuant to such Commitment shall not be effective until such transfer is
recorded on the Register maintained by Administrative Agent with respect to
ownership of such Commitment and Loans (provided that, solely for the purposes
of this Section 12.14, in the case of a transfer of rights to the principal of,
and interest on any Loan, by a Lender to a Related Fund, such transfer shall be
effective if such transfer is recorded on a comparable register maintained by
the assigning Lender, on behalf of Administrative Agent for the benefit of
Borrowers) and prior to such recordation all amounts owing to the transferor
with respect to such Commitments and Loans (except in the case of an assignment
or transfer to a Related Fund) shall remain owing to the transferor. The
registration of assignment or transfer of all or part of any Commitment and
Loans shall be recorded by Administrative Agent on the Register only upon the
acceptance by Administrative Agent of a properly executed and delivered
Assignment and Assumption Agreement pursuant to Section 12.8. Coincident with
the delivery of such an Assignment and Assumption Agreement to Administrative
Agent for acceptance and registration of assignment or transfer of all or part
of a Loan, or as soon thereafter as practicable, the assigning or transferor
Lender shall surrender the Note evidencing such Loan, and thereupon one or more
new Notes in the same aggregate principal amount then owing to such assignor or
transferor Lender shall be issued to the assigning or transferor Lender and/or
the new Lender. Each Borrower agrees to indemnify Administrative Agent from and
against any and all losses, claims, damages and liabilities of whatsoever nature
which may be imposed on, asserted against or incurred by Administrative Agent in
performing its duties under this Section 12.14.

         12.15 EURO CURRENCY.

                  (a) If at any time that an Alternative Currency Loan or a
Letter of Credit denominated in an Alternative Currency is outstanding, the
relevant Alternative Currency is replaced as the lawful currency of the country
that issued such Alternative Currency (the "Issuing Country") by the Euro then
such Alternative Currency Loan or Letter of Credit denominated in an Alternative
Currency shall be automatically converted into a Loan or Letter of Credit
denominated in Euros in a principal amount equal to the amount of Euros into
which the principal amount of such Alternative Currency Loan or Letter of Credit
denominated in an Alternative Currency would be converted pursuant to the laws
of the Issuing Country and thereafter (i) no further Loans or Letters of Credit
will be available in such Alternative Currency and (ii) all references in the
Loan Documents to such Alternative Currency shall be deemed to be the Euro.

                  (b) Borrowers agree, at the request of any Lender or any
Facing Agent, to compensate such Lender or the respective Facing Agent for any
loss, cost, expense or reduction in return that such Lender or such Facing Agent
shall reasonably determine shall be incurred or sustained by such Lender or such
Facing Agent as a result of the implementation of the European Monetary Union
and the Euro and that would not have been incurred or sustained by such Lender
or such Facing Agent but for the transactions provided for herein. A certificate
of any such Lender or the respective Facing Agent setting forth such Lender's or
such Facing Agent's determination of the amount or amounts necessary to
compensate such Lender or such Facing Agent shall be delivered to Administrative
Agent for delivery to the applicable Borrower and shall be conclusive absent
manifest error so long as such determination is made by such Lender or such
Facing Agent on a reasonable basis. The applicable Borrower shall pay such
Lender the amount shown as due on any such certificate within 10 days after
receipt thereof.



                                      161
<PAGE>

         12.16 HEADINGS. The Table of Contents and Article and Section headings
used in this Agreement are for convenience of reference only and shall not
affect the construction of this Agreement.

         12.17 TERMINATION OF AGREEMENT. This Agreement shall terminate when the
Commitment of each Lender has terminated and all outstanding Obligations,
Canadian Obligations and Loans have been paid in full and all Letters of Credit
have expired or been terminated; provided, however, that the rights and remedies
of Administrative Agent, Canadian Administrative Agent and each Lender with
respect to any representation and warranty made by any Credit Party pursuant to
this Agreement or any other Loan Document, and the indemnification and expense
reimbursement provisions contained in this Agreement and any other Loan
Document, shall be continuing and shall survive any termination of this
Agreement or any other Loan Document.

         12.18 CONFIDENTIALITY. Each of the Lenders severally agrees to keep
confidential all non-public information pertaining to Company and its
Subsidiaries which is provided to it by any such parties in accordance with such
Lender's customary procedures for handling confidential information of this
nature and in a prudent fashion, and shall not disclose such information to any
Person except:

                  (a) to the extent such information is public when received by
such Lender or becomes public thereafter due to the act or omission of any party
other than a Lender,

                  (b) to the extent such information is independently obtained
from a source other than Company or its Subsidiaries and such information from
such source is not, to such Lender's knowledge, subject to an obligation of
confidentiality or, if such information is subject to an obligation of
confidentiality, that disclosure of such information is permitted,

                  (c) to an Affiliate of such Lender (provided such Affiliate
agrees to be bound by the confidentiality provisions hereof), counsel, auditors,
examiners of any regulatory authority having or asserting jurisdiction over such
Lender, accountants and other consultants retained by Administrative Agent,
Canadian Administrative Agent or any Lender,

                  (d) in connection with any litigation or the enforcement of
the rights of any Lender, Administrative Agent or Canadian Administrative Agent
under this Agreement or any other Loan Document,

                  (e) to the extent required by any applicable statute, rule or
regulation or court order (including, without limitation, by way of subpoena) or
pursuant to the request of any Governmental Authority having or asserting
jurisdiction over any Lender, Canadian Administrative Agent or Administrative
Agent; provided, however, that in such event, if the Lender(s) are able to do
so, the Lender shall provide Company with prompt notice of such requested
disclosure so that Borrowers may seek a protective order or other appropriate
remedy, and, in any event, the Lenders will endeavor in good faith to provide
only that portion of such information which, in the reasonable judgment of the
Lender(s), is relevant and legally required to be provided, or to any nationally
recognized rating agency that requires access to information



                                      162
<PAGE>

about a Lender's investment portfolio in connection with rating issued with
respect to such Lender, or

                  (f) to the extent disclosure to other entities is appropriate
in connection with any proposed or actual assignment or grant of a participation
by any of the Lenders of interests in this Agreement and/or any of the other
Loan Documents to such other entities (who will in turn be required to maintain
confidentiality as if they were Lenders parties to this Agreement). In no event
shall Administrative Agent, Canadian Administrative Agent or any Lender be
obligated or required to return any such information or other materials
furnished by Borrowers.

         12.19 CONCERNING THE COLLATERAL AND THE LOAN DOCUMENTS.

                  (a) Authority. Each Lender authorizes and directs DB to act as
collateral agent and to enter into the Loan Documents relating to the Collateral
for the benefit of the Lenders and the other secured parties. Each Lender hereby
acknowledges and agrees to the terms of the Security Documents to the extent
such Lender is a beneficiary thereof. Each Lender agrees that any action taken
by the Administrative Agent, Canadian Administrative Agent or the Required
Lenders (or, where required by the express terms hereof, a different proportion
of the Lenders) in accordance with the provisions hereof or of the other Loan
Documents, and the exercise by Administrative Agent, Canadian Administrative
Agent or the Required Lenders (or, where so required, such different proportion)
of the powers set forth herein or therein, together with such other powers as
are reasonably incidental thereto, shall be authorized and binding upon all of
the Lenders. Without limiting the generality of the foregoing, Administrative
Agent and the Canadian Administrative Agent shall have the sole and exclusive
right and authority to (i) act as the disbursing and collecting agent for the
Lenders with respect to all payments and collections arising in connection
herewith and with the Loan Documents relating to the Collateral; (ii) execute
and deliver each Loan Document relating to the Collateral and accept delivery of
each such agreement delivered by Company or any of its Subsidiaries, (iii) act
as collateral trustee for the Lenders for purposes stated therein to the extent
such action is provided for under the Loan Documents; (iv) manage, supervise and
otherwise deal with the Collateral; (v) take such action as is necessary or
desirable to maintain the perfection and priority of the security interests and
Liens created or purported to be created by the Loan Documents, and (vi) except
as may be otherwise specifically restricted by the terms hereof or of any other
Loan Document, exercise all remedies given to Administrative Agent, Canadian
Administrative Agent or the Lenders with respect to the Collateral under the
Loan Documents relating thereto, applicable law or otherwise.

                  (b) RELEASE OF COLLATERAL.

                      (i) Administrative Agent, Canadian Administrative Agent
and the Lenders hereby direct Administrative Agent to release, in accordance
with the terms hereof, any Lien held by Administrative Agent under the Security
Documents:

                          (A) against all of the Collateral, upon final and
indefeasible payment in full of the Loans and Obligations and termination
hereof;

                                      163
<PAGE>


                          (B) against any part of the Collateral sold or
disposed of by Company or any of its Subsidiaries to the extent such sale or
disposition is permitted hereby (or permitted pursuant to a waiver or consent of
a transaction otherwise prohibited hereby);

                          (C) against any Collateral acquired by Company or any
of its Subsidiaries after the Initial Borrowing Date and at least 80% of the
purchase price therefor is within 120 days of the acquisition thereof financed
with Indebtedness secured by a Lien permitted by Section 8.1(d);

                          (D) so long as no Event of Default or Unmatured Event
of Default has occurred and is continuing, in the sole discretion of
Administrative Agent upon the request of any Borrower, against any part of the
Collateral with a fair market value of less than $1,000,000 in the aggregate
during the term of this Agreement as such fair market value may be certified to
Administrative Agent by such Borrower in an officer's certificate acceptable in
form and substance to Administrative Agent; and

                          (E) against a part of the Collateral which release
does not require the consent of all of the Lenders as set forth in Section
12.1(a), if such release is consented to by the Required Lenders;

provided, however, that (y) Administrative Agent shall not be required to
execute any such document on terms which, in its opinion, would expose it to
liability or create any obligation or entail any consequence other than the
release of such Liens without recourse or warranty, and (z) such release shall
not in any manner discharge, affect or impair the Obligations or any Liens upon
(or obligations of Company or any of its Subsidiaries in respect of) all
interests retained by Company and/or any of its Subsidiaries, including (without
limitation) the proceeds of any sale, all of which shall continue to constitute
part of the Collateral.

                      (ii) Each of the Lenders hereby directs Administrative
Agent to execute and deliver or file (or authorize Company or any Borrower to
file) such termination and partial release statements and such other things as
are necessary to release Liens to be released pursuant to this Section 12.19(b)
promptly upon the effectiveness of any such release or enter into intercreditor
agreements contemplated or permitted herein.

                  (c) NO OBLIGATION. Administrative Agent shall have no
obligation whatsoever to any Lender or to any other Person to assure that the
Collateral exists or is owned by Company or any of its Subsidiaries or is cared
for, protected or insured or has been encumbered or that the Liens granted to
Administrative Agent herein or pursuant to the Loan Documents have been properly
or sufficiently or lawfully created, perfected, protected or enforced or are
entitled to any particular priority, or to exercise at all or in any particular
manner or under any duty of care, disclosure or fidelity, or to continue
exercising, any of the rights, authorities and powers granted or available to
Administrative Agent in any of the Loan Documents, it being understood and
agreed that in respect of the Collateral, or any act, omission or event related
thereto, Administrative Agent may act in any manner it may deem appropriate, in
its sole discretion, given Administrative Agent's own interests in the
Collateral as one of the Lenders and that Administrative Agent shall not have
any duty or liability whatsoever to any



                                      164
<PAGE>

Lender, provided that, notwithstanding the foregoing, Administrative Agent shall
be responsible for its grossly negligent actions or actions constituting
intentional or willful misconduct.

                  (d) Administrative Agent as Trustee

                      (i) Administrative Agent holds any security created by a
Security Document on trust for the Secured Creditors.

                      (ii) Unless directly caused by its gross negligence or
willful misconduct, Administrative Agent is not liable or responsible to any
other Secured Creditor for:

                          (A) any failure in perfecting or protecting the
security created by any Security Document;

                          (B) any other action taken or not taken by it in
connection with any Security Document.

                      (iii) Administrative Agent may accept, without inquiry,
the title (if any) a Credit Party may have to any asset over which security is
intended to be created by any Security Document.

                      (iv) Administrative Agent is not obliged to hold in its
own possession any Security Document, title deed or other document in connection
with any asset over which security is intended to be created by a Security
Document.

                      (v) Except as otherwise provided in any Security Document,
all moneys received by Administrative Agent under a Security Document may be
invested in the name of, or under the control of, Administrative Agent in any
investments selected by Administrative Agent. Additionally, those moneys may be
placed on deposit in the name of, or under the control of, Administrative Agent
at any bank or institution (including itself) and upon such terms as it may
think fit.

         12.20 EFFECTIVENESS. This Agreement shall become effective on the date
(the "Effective Date") on which Borrowers and each of the Lenders shall have
signed a counterpart of this Agreement (whether the same or different
counterparts) and shall have delivered the same to Administrative Agent at the
Notice Office (or to Administrative Agent's counsel as directed by such counsel)
or, in the case of the Lenders, shall have given to Administrative Agent
telephonic (confirmed in writing), written, telex or facsimile notice (actually
received) at such office or the office of Administrative Agent's counsel that
the same has been signed and mailed to it. Administrative Agent will give
Borrowers and each Lender prompt written notice of the occurrence of the
Effective Date.

         12.21 RIGHTS AND OBLIGATIONS OF TERM C LENDERS.

                  (a) PURCHASE OPTION

                      (i) Upon the occurrence and during the continuance of an
Event of Default and upon receipt by Term C Lenders of written notice as
specified in Section



                                      165
<PAGE>

12.21(a)(vi) (a "Takeout Notice") by Administrative Agent of its intention to
commence any foreclosure or other action to sell or otherwise realize upon the
Collateral or to accelerate any of the First Priority Debt, Term C Lenders shall
have the option at any time upon five (5) Business Days' prior written notice
(the "Purchase Notice") to Administrative Agent (on behalf of Revolving Lenders,
Term A Lenders and Term B Lenders (collectively, the "First Priority Lenders"))
to purchase all, but not less than all, of the Obligations in respect of the
Revolving Facilities, Term A Facilities and Term B Facilities (collectively, the
"First Priority Debt"). Any Purchase Notice shall be irrevocable.

                      (ii) On the date specified in a Purchase Notice (which
date shall not be less than five (5) Business Days, nor more than ten (10)
Business Days, after the receipt by Administrative Agent of the Takeout Notice),
First Priority Lenders shall sell to Term C Lenders, and Term C Lenders shall
purchase from such Lenders, the First Priority Debt, provided that, the First
Priority Lenders shall retain all rights to be indemnified or held harmless by
Borrowers in accordance with the terms of this Agreement but shall not retain
any rights to the security therefor.

                      (iii) Each First Priority Lender represents and warrants
that, as of the date hereof, no approval of any Governmental Authority is
required for such sale by such First Priority Lender. Each Term C Lender hereby
represents and warrants that, as of the date hereof, no approval of any
Governmental Authority is required for such purchase by such Term C Lender.

                      (iv) Upon the date of such purchase and sale, Term C
Lenders shall (A) pay to Administrative Agent, on behalf of the First Priority
Lenders, as the purchase price therefor the full amount of all the First
Priority Debt then outstanding and unpaid (including principal, interest, fees
and expenses, including reasonable attorneys' fees and legal expenses but
excluding any early prepayment premium applicable thereto), (B) furnish cash
collateral to Administrative Agent in such amounts as Administrative Agent
determines is reasonably necessary to secure such First Priority Lenders in
connection with any issued and outstanding Letters of Credit provided by such
First Priority Lenders to Borrowers (but not in any event in an amount greater
than 102% of the aggregate undrawn face amount of such Letters of Credit), and
(C) agree to reimburse such First Priority Lenders for any loss, cost, damage or
expense (including reasonable attorneys' fees and legal expenses) in connection
with any commissions, fees, costs or expenses related to any issued and
outstanding Letters of Credit as described above and any checks or other
payments provisionally credited to First Priority Debt, and/or as to which any
First Priority Lender has not yet received final payment. Such purchase price
and cash collateral shall be remitted by wire transfer in federal funds to
Administrative Agent for further distribution to the First Priority Lenders in
accordance with the wire transfer instructions given by the Administrative Agent
to Term C Lenders in writing for such purpose. Interest shall be calculated to
but excluding the Business Day on which such purchase and sale shall occur if
the amounts so paid by Term C Lenders to the bank account designated by the
Administrative Agent are received in such bank account prior to 1:00 p.m., New
York City time and interest shall be calculated to and including such Business
Day if the amounts so paid by Term C Lenders to the bank account designated by
the Administrative Agent are received in such bank account later than 1:00 p.m.,
New York City time. To the extent all Obligations under this Agreement (other
than prepayment premiums) are paid in full by Borrowers in cash within 90


                                      166
<PAGE>

days after the effective date of the purchase of the First Priority Debt by Term
C Lenders, any prepayment premiums required to be paid pursuant to this
Agreement shall be shared ratably by the Term B Lenders and Term C Lenders.

                      (v) Such purchase shall be expressly made without
representation or warranty of any kind by First Priority Lenders as to the First
Priority Debt or otherwise and without recourse to First Priority Lenders,
except that each First Priority Lender shall represent and warrant: (A) the
amount of its portion of the First Priority Debt being purchased, (B) that such
First Priority Lender owns its portion of the First Priority Debt free and clear
of any Liens and (C) such First Priority Lender has the right to assign such
First Priority Debt and the assignment is duly authorized.

                      (vi) Unless waived by the Majority Lenders of the Term C
Facility, Administrative Agent agrees that it will give Term C Lenders five (5)
Business Days prior written notice of its intention to commence any foreclosure
or other action to sell or otherwise realize upon the Collateral or to
accelerate any of the First Priority Debt. In the event that during such five
(5) Business Day period, Term C Lenders shall send to Administrative Agent and
First Priority Lenders a Takeout Notice, Administrative Agent shall not commence
any foreclosure or other action to sell or otherwise realize upon the Collateral
or accelerate any of the First Priority Debt, provided, that, the purchase and
sale with respect to the First Priority Debt provided for herein shall have
closed within five (5) Business Days after receipt by Administrative Agent of
the Purchase Notice and Administrative Agent shall have received payment in full
of the First Priority Debt as provided for herein within such five (5) Business
Day period.

                  (b) BANKRUPTCY FINANCING. If any Credit Party shall become
subject to a case under the Bankruptcy Code (or any state law of similar effect)
and if as debtor(s)-in-possession moves for approval of financing to be provided
in whole or in part by one or more First Priority Lenders (collectively, the
"DIP Lenders") under Section 364 of the Bankruptcy Code or for consent to the
use of cash collateral (or any state law of similar effect), Term C Lenders
agree that no objection will be raised by Term C Lenders to any such financing
or the use of cash collateral (any such financing or use of cash collateral, a
"DIP Facility"), so long as:

                      (i) the interest rate, fees, lending sublimits and limits
and other terms of such DIP Facility shall be commercially reasonable under the
circumstances;

                      (ii) the Term C Lenders have the benefit of a Lien on the
Collateral (including proceeds thereof arising after the commencement of any
bankruptcy or insolvency proceeding) with the same priority (subject only to the
priming Lien of the DIP Lenders) as existed prior to the commencement of the
case under the Bankruptcy Code (or any state law of similar effect);

                      (iii) the Term C Lenders have the benefit of a replacement
Lien (subject only to the priming Lien of the DIP Lenders) on post-petition
assets (subject to the same priority of payments as existed prior to the
commencement of any case under the Bankruptcy Code (or any state law of similar
effect));



                                      167
<PAGE>

                      (iv) the aggregate principal amount of loans and letter of
credit accommodations outstanding under such DIP Facility, together with the
aggregate principal amount of the pre-petition financing shall not exceed the
Maximum First Priority Debt, plus, to the extent provided to the holders of the
Facilities on a ratable basis, any amounts representing interest on such
Facilities for a period of up to nine months;

                      (v) such DIP Facility does not modify the intercreditor
terms and conditions specified in this Agreement or any other Loan Document; and

                      (vi) the documentation for such DIP Facility shall include
a comparable purchase option to that described in Section 12.21(a) that shall
provide Term C Lenders, upon the occurrence and during the continuance of an
event of default as defined in such loan documentation and upon receipt by the
Term C Lenders of five (5) Business Days' prior written notice of any (A)
acceleration of such debt, (B) enforcement of the rights and remedies of the DIP
Lenders with respect to the collateral, or (C) consent by the DIP Lenders to any
sale of all or any material portion of the assets pursuant to Section 363 of the
Bankruptcy Code (or any state law of similar effect), the option to purchase at
a purchase price equal to the full amount of all of the pre-petition First
Priority Debt and the DIP Facility then outstanding and unpaid (including
principal, interest, fees and expenses, including reasonable attorneys' fees and
legal expenses but excluding any early prepayment premium applicable thereto)
provided that such holders of the Term C Loans agree to furnish cash collateral
to Administrative Agent, for the benefit of the First Priority Lenders and DIP
Lenders in such amounts as Administrative Agent determines is reasonably
necessary to secure such Lenders in connection with any issued and outstanding
letters of credit provided by such Lenders to Borrowers (but not in any event in
an amount greater than 102% of the aggregate undrawn face amount of such letters
of credit), and agree to reimburse such First Priority Lenders and DIP Lenders
for any loss, cost, damage or expense (including reasonable attorneys' fees and
legal expenses) in connection with any commissions, fees, costs or expenses
related to any issued and outstanding letters of credit as described above and
any checks or other payments provisionally credited to First Priority Debt and
the debt under the DIP facility, and/or as to which such Lenders have not yet
received final payment.


                                  ARTICLE XIII

                           COLLECTION ACTION MECHANISM

         13.1 IMPLEMENTATION OF CAM.

                  (a) (i) On the CAM Exchange Date, to the extent not otherwise
prohibited by a Requirement of Law or otherwise, each Domestic Revolving Lender
shall immediately be deemed to have acquired (and shall promptly make payment
therefor to Swing Line Lender in accordance with Section 2.1(c)(iii))
participations in the Swing Line Loans in an amount equal to such Domestic
Revolving Lender's Domestic Revolver Pro Rata Share of each Swing Line Loan
outstanding on such date and (ii) on the CAM Exchange Date, all Loans
outstanding in any currency other than Dollars ("Loans to be Converted") shall
be converted into Dollars (calculated on the basis of the relevant Exchange
Rates as of the Business Day immediately preceding the




                                      168
<PAGE>

CAM Exchange Date) ("Converted Loans"), (iii) on each date on or after the CAM
Exchange Date on which any B/As or B/A Equivalent Loans shall mature such B/As
or B/A Equivalent Loans ("Acceptances to be Converted") shall be converted into
Canadian Revolving Loans denominated in Dollars (calculated on the basis of the
Exchange Rate as of the Business Day immediately preceding such maturity date)
("Converted Acceptances") and (iv) on the CAM Exchange Date (with respect to
Loans described in the foregoing clause (ii)), and on the respective maturity
date (with respect to B/As and B/A Equivalent Loans described in the foregoing
clause (iii)) to the extent necessary to cause the fraction for each Lender
described in the definitions of Domestic Revolver Pro Rata Share, each Term Pro
Rata Share (other than the Pro Rata Share in respect of the Term C Loans),
Canadian Revolver Pro Rata Share and UK Revolver Pro Rata Share to be equal for
each Facility for such Lender after giving effect to the purchase and sale of
participating interests under this clause, each Lender (other than the Term C
Lenders) severally, unconditionally and irrevocably agrees that it shall
purchase or sell a participating interest in Dollars in the Loans (other than
the Term C Loans, but including such Converted Loans) and Converted Acceptances
in an amount equal to its CAM Percentage of (x) the outstanding principal amount
of the Loans (other than the Term C Loans, but including Converted Loans) and
(y) the face amount of matured B/As and B/A Equivalent Loans, as applicable. All
Converted Loans and Converted Acceptances (which shall have been converted into
Canadian Revolving Loans denominated in Dollars) shall bear interest at the rate
which would otherwise be applicable to Base Rate Loans. Each Lender and each
Borrower hereby consents and agrees to the CAM Exchange, and each Lender agrees
that the CAM Exchange shall be binding upon its successors and assigns and any
person that acquires a participation in its interests in any Facility. Each
Borrower agrees from time to time to execute and deliver to Administrative Agent
all instruments and documents as Administrative Agent shall reasonably request
to evidence and confirm the respective interests of the Lenders after giving
effect to the CAM Exchange. The provisions of this Article XIII shall not be
applicable to the Term C Loans or the Term C Lenders.

                  (b) If, for any reason, the Loans to be Converted or
Acceptances to be Converted, as the case may be, may not be converted into
Dollars in the manner contemplated by paragraph (a) of this Section 13.1, (i)
Administrative Agent shall determine the Dollar Equivalent of the Loans to be
Converted or Acceptances to be Converted, as the case may be (calculated on the
basis of the Exchange Rate as of the Business Day immediately preceding the date
on which such conversion would otherwise occur pursuant to paragraph (a) of this
Section 13.1) and (ii) effective on such CAM Exchange Date, each Lender
severally, unconditionally and irrevocably agrees that it shall purchase in
Dollars a participating interest in such Loans to be Converted or Acceptances to
be Converted, as the case may be, in an amount equal to its CAM Percentage of
such Loans to be Converted or Acceptances to be converted, as the case may be.
Each Lender will immediately transfer to the appropriate Administrative Agent,
in immediately available funds, the amount(s) of its participation(s) and the
proceeds of such participation(s) shall be distributed by such Administrative
Agent to each relevant Lender in the amount(s) provided for in the preceding
sentence.

                  (c) To the extent any Taxes are required to be withheld from
any amounts payable by a Lender (the "First Lender") to another Lender (the
"Other Lender") in connection with its participating interest in any Converted
Loan or Converted Acceptance, each Borrower, with respect to the relevant Loans
made to it, shall be required to pay increased amounts to the




                                      169
<PAGE>

Other Lender receiving such payments from the First Lender to the same extent
they would be required under Section 4.7 if such Borrower were making payments
with respect to the participating interest directly to the Other Lender.

                  (d) As a result of the CAM Exchange, upon and after the CAM
Exchange Date, each payment received by Administrative Agent, Canadian
Administrative Agent or Administrative Agent pursuant to any Loan Document in
respect of the Obligations, and each distribution made by Administrative Agent
pursuant to any Security Document in respect of the Obligations, shall be
distributed to the Lenders based upon their Pro Rata Share of the Facilities pro
rata in accordance with their respective CAM Percentages. Any direct payment
received by a Lender upon or after the CAM Exchange Date, including by way of
setoff, in respect of an Obligation shall be paid over to Administrative Agent
for distribution to the Lenders in accordance herewith.

         13.2 LETTERS OF CREDIT.

                  (a) In the event that on the CAM Exchange Date any Letter of
Credit shall be outstanding and undrawn in whole or in part, or any amount drawn
under a Letter of Credit shall not have been reimbursed either by Borrowers or
with the proceeds of a Revolving Loan, each Revolving Lender shall promptly pay
over to Administrative Agent, in immediately available funds in the same
currency as such Letter of Credit, in the case of any undrawn amount, and in
Dollars, in the case of any unreimbursed amount, an amount equal to such
Revolving Lender's applicable Pro Rata Share of such undrawn face amount or (to
the extent it has not already done so) such unreimbursed drawing, as the case
may be, together with interest thereon from the CAM Exchange Date to the date on
which such amount shall be paid to Administrative Agent at the rate that would
be applicable at the time to a Base Rate Revolving Loan, in a principal amount
equal to such amount. Administrative Agent shall establish a separate interest
bearing account or accounts for each Lender (each, an "LC Reserve Account") for
the amounts received with respect to each such Letter of Credit pursuant to the
preceding sentence. Administrative Agent shall deposit in each Lender's LC
Reserve Account such Lender's CAM Percentage of the amounts received from the
Revolving Lenders as provided above. Administrative Agent shall have sole
dominion and control over each LC Reserve Account, and the amounts deposited in
each LC Reserve Account shall be held in such LC Reserve Account until withdrawn
as provided in paragraph (b), (c), (d) or (e) below. Administrative Agent shall
maintain records enabling it to determine the amounts paid over to it and
deposited in the LC Reserve Accounts in respect of each Letter of Credit and the
amounts on deposit in respect of each Letter of Credit attributable to each
Lender's CAM Percentage. The amounts held in each Lender's LC Reserve Account
shall be held as a reserve against the outstanding LC Obligations, shall be the
property of such Lender, shall not constitute Loans to or give rise to any claim
of or against any Credit Party and shall not give rise to any obligation on the
part of any Borrower to pay interest to such Lender, it being agreed that the
reimbursement obligations in respect of Letters of Credit shall arise only at
such times as drawings are made thereunder, as provided in Section 2.10.

                  (b) In the event that after the CAM Exchange Date any drawing
shall be made in respect of a Letter of Credit, Administrative Agent shall, at
the request of Facing Agent, withdraw from the LC Reserve Account of each Lender
any amounts, up to the amount of such Lender's CAM Percentage of such drawing,
deposited in respect of such Letter of Credit and




                                      170
<PAGE>

remaining on deposit and deliver such amounts to Facing Agent in satisfaction of
the reimbursement obligations of the Revolving Lenders under subsection (f) of
Section 2.10. In the event any Revolving Lender shall default on its obligation
to pay over any amount to Administrative Agent in respect of any Letter of
Credit as provided in this Section 13.2, Facing Agent shall, in the event of a
drawing thereunder, have a claim against such Revolving Lender to the same
extent as if such Lender had defaulted on its obligations under subsection (f)
of Section 2.10, but shall have no claim against any other Lender in respect of
such defaulted amount, notwithstanding the exchange of interests in Borrowers'
reimbursement obligations pursuant to Section 13.1. Each other Lender shall have
a claim against such defaulting Revolving Lender for any damages sustained by it
as a result of such default, including, in the event such Letter of Credit shall
expire undrawn, its CAM Percentage of the defaulted amount.

                  (c) In the event that after the CAM Exchange Date any Letter
of Credit shall expire undrawn, Administrative Agent shall withdraw from the LC
Reserve Account of each Lender the amount remaining on deposit therein in
respect of such Letter of Credit and distribute such amount to such Lender.

                  (d) With the prior written approval of Administrative Agent
and Facing Agent (not to be unreasonably withheld), any Lender may withdraw the
amount held in its LC Reserve Account in respect of the undrawn amount of any
Letter of Credit. Any Lender making such a withdrawal shall be unconditionally
obligated, in the event there shall subsequently be a drawing under such Letter
of Credit, to pay over to Administrative Agent, for the account of Facing Agent,
on demand, its CAM Percentage of such drawing.

                  (e) Pending the withdrawal by any Lender of any amounts from
its LC Reserve Account as contemplated by the above paragraphs, Administrative
Agent will, at the direction of such Lender and subject to such rules as
Administrative Agent may prescribe for the avoidance of inconvenience, invest
such amounts in Cash and Cash Equivalents. Each Lender which has not withdrawn
its CAM Percentage of amounts in its LC Reserve Account as provided in paragraph
(d) above shall have the right, at intervals reasonably specified by
Administrative Agent, to withdraw the earnings on investments so made by
Administrative Agent with amounts in its LC Reserve Account and to retain such
earnings for its own account.

                                  ARTICLE XIV

                                COMPANY GUARANTY

         14.1 THE COMPANY GUARANTY. In order to induce the Lenders to enter into
this Agreement and to extend credit hereunder and in recognition of the direct
and indirect benefits to be received by Company from the proceeds of the Loans
and the issuance of the Letters of Credit, Company hereby agrees with the
Lenders as follows: Company hereby unconditionally and irrevocably guarantees,
as primary obligor and not merely as surety, the full and prompt payment when
due, whether upon maturity, acceleration or otherwise, of any and all of the
Guaranteed Obligations of each Borrower (other than Company) to the Guaranteed
Creditors. If any or all of the Guaranteed Obligations of any Borrower (other
than Company) to the Guaranteed Creditors becomes due and payable hereunder,
Company unconditionally promises



                                      171
<PAGE>

to pay such Guaranteed Obligations to the Guaranteed Creditors, or order, on
demand, together with any and all reasonable expenses which may be incurred by
Administrative Agent or the Lenders in collecting any of the Guaranteed
Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or
recovery of any amount or amounts received in payment or on account of any of
the Guaranteed Obligations and any of the aforesaid payees repays all or part of
said amount by reason of (i) any judgment, decree or order of any court or
administrative body having jurisdiction over such Guaranteed Creditor or any of
its property or (ii) any settlement or compromise of any such claim effected by
such payee with any such claimant (including any Borrower), then and in such
event Company agrees that any such judgment, decree, order, settlement or
compromise shall be binding upon Company, notwithstanding any revocation of this
guaranty or other instrument evidencing any liability of any Borrower, and
Company shall be and remain liable to the aforesaid Guaranteed Creditors
hereunder for the amount so repaid or recovered to the same extent as if such
amount had never originally been received by any such Guaranteed Creditor.

         14.2 INSOLVENCY. Additionally, Company unconditionally and irrevocably
guarantees the payment of any and all of the Guaranteed Obligations of each
Borrower (other than Company) to the Guaranteed Creditors whether or not due or
payable by such Borrower upon the occurrence of any of the events specified in
Sections 10.1(e) or (f) with respect to such Borrower, and unconditionally
promises to pay such Guaranteed Obligations to the Guaranteed Creditors, or
order, on demand, in lawful money of the United States, Canadian Dollars or the
applicable Alternative Currency, as the case may be.

         14.3 NATURE OF LIABILITY. The liability of Company under this Article
XIV is exclusive and independent of any security for or other guaranty of the
Guaranteed Obligations of any Borrower whether executed by Company, any other
guarantor or by any other party, and the liability of Company hereunder is not
affected or impaired by (a) any direction as to application of payment by any
Borrower or by any other party; or (b) any other continuing or other guaranty,
undertaking or maximum liability of a guarantor or of any other party as to the
Guaranteed Obligations of any Borrower; or (c) any reduction in any such other
guaranty or undertaking; or (d) any dissolution, termination or increase,
decrease or change in personnel by any Borrower; or (e) any payment made to any
Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed
Creditor repays to any Borrower pursuant to court order in any bankruptcy,
reorganization, arrangement, moratorium or other debtor relief proceeding in any
jurisdiction.

         14.4 INDEPENDENT OBLIGATION. The obligations of Company under this
Article XIV are independent of the obligations of any other guarantor, any other
party or any Borrower, and a separate action or actions may be brought and
prosecuted against Company whether or not action is brought against any other
guarantor, any other party or any Borrower and whether or not any other
guarantor, any other party or any Borrower be joined in any such action or
actions. Company waives, to the full extent permitted by law, the benefit of any
statute of limitations affecting its liability hereunder or the enforcement
thereof. Any payment by any Borrower or other circumstance which operates to
toll any statute of limitations as to any Borrower shall operate to toll the
statute of limitations as to Company or any guarantor.

         14.5 AUTHORIZATION. Any Guaranteed Creditor may (to the fullest extent
permitted by applicable law) at any time and from time to time subject to the
applicable provisions of this




                                      172
<PAGE>

Agreement without the consent of, or notice to, Company unless required
elsewhere in this Agreement, without incurring responsibility to Company and
without impairing or releasing the obligations of Company under this Article
XIV, upon or without any terms or conditions and in whole or in part:

                  (a) change the manner, place or terms of payment of, and/or
change or extend the time of payment of, renew, increase, accelerate or alter,
any of the Guaranteed Obligations (including any increase or decrease in the
rate of interest thereon), any security therefor, or any liability incurred
directly or indirectly in respect thereof (other than any agreement between any
Guaranteed Creditor and Company specifically modifying or amending the terms of
this Article XIV), and the guaranty herein made shall apply to the Guaranteed
Obligations as so changed, extended, renewed or altered;

                  (b) take and hold security for the payment of the Guaranteed
Obligations and sell, exchange, release, surrender, realize upon or otherwise
deal with in any manner and in any order any property by whomsoever at any time
pledged or mortgaged to secure, or howsoever securing, the Guaranteed
Obligations or any liabilities (including any liabilities hereunder) incurred
directly or indirectly in respect thereof or hereof, and/or any offset
thereagainst;

                  (c) exercise or refrain from exercising any rights against any
Borrower or others or otherwise act or refrain from acting;

                  (d) release or substitute any one or more endorsers,
guarantors, any Borrower or other obligors;

                  (e) settle or compromise any of the Guaranteed Obligations,
any security therefor or any liability (including any liabilities hereunder)
incurred directly or indirectly in respect thereof or hereof, and may
subordinate the payment of all or any part thereof to the payment of any
liability (whether due or not) of any Borrower to its creditors other than the
Guaranteed Creditors;

                  (f) apply any sums by whomsoever paid or howsoever realized to
any liability or liabilities of any Borrower to the Guaranteed Creditors,
regardless of what liability or liabilities of Company or any Borrower remain
unpaid;

                  (g) consent to or waive any breach of, or any act, omission or
default under, this Agreement or any of the instruments or agreements referred
to herein; and/or

                  (h) take any other action that would, under otherwise
applicable principles of common law, give rise to a legal or equitable discharge
of Company from its liabilities under this Article XIV.

         14.6 RELIANCE. It is not necessary for any Guaranteed Creditor to
inquire into the capacity or powers of any Borrower or the officers, directors,
partners or agents who are named on a certificate of incumbency delivered to
Administrative Agent and who are acting or purporting to act on their behalf,
and any Guaranteed Obligations made or created in reliance upon the professed
exercise of such powers shall be guaranteed hereunder.

                                      173
<PAGE>

         14.7 SUBORDINATION. Any of the indebtedness of any Borrower (other than
Company) now or hereafter owing to Company is hereby subordinated to the
Guaranteed Obligations of any such Borrower owing to the Guaranteed Creditors;
and if Administrative Agent so requests at a time when an Event of Default shall
have occurred and is continuing, all such indebtedness relating to the
Guaranteed Obligations of Borrowers to Company shall be collected, enforced and
received by Company for the benefit of the Guaranteed Creditors and be paid over
to Administrative Agent on behalf of the Guaranteed Creditors on account of the
Guaranteed Obligations of Borrowers to the Guaranteed Creditors, but without
affecting or impairing in any manner the liability of Company under the other
provisions of this Article XIV. Without limiting the generality of the
foregoing, Company hereby agrees with the Guaranteed Creditors that it will not
exercise any right of subrogation which it may at any time otherwise have as a
result of this guaranty (whether contractual, under Section 509 of the
Bankruptcy Code or otherwise) until all Guaranteed Obligations have been
irrevocably paid in full in cash and all Commitments have been terminated.

         14.8 WAIVER.

                  (a) Company waives any right (to the fullest extent permitted
by applicable law) to require any Guaranteed Creditor, prior to proceeding under
this guaranty, to (i) proceed against any Borrower, any other guarantor or any
other party, (ii) proceed against or exhaust any security held from any
Borrower, any other guarantor or any other party or (iii) pursue any other
remedy in any Guaranteed Creditor's power whatsoever. Company waives (to the
fullest extent permitted by applicable law) any defense based on or arising out
of any defense of any Borrower, any other guarantor or any other party, other
than payment in full of the Guaranteed Obligations (other than the defense of
payment with respect to any partial payment); or based on or arising out of the
disability of any Borrower, any other guarantor or any other party, or the
validity, legality or unenforceability of the Guaranteed Obligations or any part
thereof from any cause, or the cessation from any cause of the liability of any
Borrower other than payment in full of the Guaranteed Obligations. The
Guaranteed Creditors may, at their election, foreclose on any Collateral held by
Administrative Agent or any other Guaranteed Creditor by one or more judicial or
nonjudicial sales (to the extent such sale is permitted by applicable law), or
exercise any other right or remedy the Guaranteed Creditors may have against any
Borrower or any other party, or any Collateral, without affecting or impairing
in any way the liability of Company hereunder except to the extent the
Guaranteed Obligations have been paid. Company waives any defense arising out of
any such election by the Guaranteed Creditors, even though such election
operates to impair or extinguish any right of reimbursement or subrogation or
other right or remedy of Company against Borrower (other than Company) or any
other party or any Collateral.

                  (b) Company waives all presentments, demands for performance,
protests and notices, including without limitation notices of nonperformance,
notices of protest, notices of dishonor, notices of acceptance of this guaranty
and notices of the existence, creation or incurring of new or additional
Guaranteed Obligations. Company assumes all responsibility for being and keeping
itself informed of each Borrower's financial condition and assets, and of all
other circumstances bearing upon the risk of nonpayment of the Guaranteed
Obligations and the nature, scope and extent of the risks which Company assumes
and incurs hereunder, and agrees



                                      174
<PAGE>

that Administrative Agent and the Lenders shall have no duty to advise Company
of information known to them regarding such circumstances or risks.

         14.9 NATURE OF LIABILITY. It is the desire and intent of Company and
the Lenders that this Article XIV shall be enforced against Company to the
fullest extent permissible under the laws and public policies applied in each
jurisdiction in which enforcement is sought. If, however, and to the extent
that, the obligations of Company under this Article XIV shall be adjudicated to
be invalid or unenforceable for any reason (including, without limitation,
because of any applicable state or federal law relating to fraudulent
conveyances or transfers), then the amount of the Guaranteed Obligations of
Company shall be deemed to be reduced and Company shall pay the maximum amount
of the Guaranteed Obligations which would be permissible under applicable law.




                                      175
<PAGE>



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

                               VERITAS DGC INC.

                               By: /s/ Matthew Fitzgerald
                                   -------------------------------------------
                               Name:   Matthew Fitzgerald
                                       ---------------------------------------
                               Title:  Chief Financial Officer
                                       ---------------------------------------

                               VERITAS DGC LIMITED

                               By: /s/ Matthew Fitzgerald
                                   -------------------------------------------
                               Name:   Matthew Fitzgerald
                                       ---------------------------------------
                               Title:  Attorney-in-Fact
                                       ---------------------------------------

                               VERITAS ENERGY SERVICES INC.

                               By: /s/ Matthew Fitzgerald
                                   -------------------------------------------
                               Name:   Matthew Fitzgerald
                                       ---------------------------------------
                               Title:  Chief Financial Officer
                                       ---------------------------------------

                               VERITAS ENERGY SERVICES PARTNERSHIP

                               By:  Veritas Energy Services, Inc., its partner

                               By: /s/ Matthew Fitzgerald
                                   -------------------------------------------
                               Name:   Matthew Fitzgerald
                                       ---------------------------------------
                               Title:  Chief Financial Officer
                                       ---------------------------------------

                               By:  Time Seismic Exchange Ltd.

                               By: /s/ Matthew Fitzgerald
                                   -------------------------------------------
                               Name:   Matthew Fitzgerald
                                       ---------------------------------------
                               Title:  Chief Financial Officer
                                       ---------------------------------------

                                      176
<PAGE>

                               DEUTSCHE BANK AG, NEW YORK BRANCH, in its
                               individual capacity and as Administrative Agent

                               By: /s/ David M. Waill
                                   -------------------------------------------
                               Name:   David M. Waill
                                       ---------------------------------------
                               Title:  Managing Director
                                       ---------------------------------------

                               DEUTSCHE BANK AG, CANADA BRANCH, as Canadian
                               Administrative Agent

                               By: /s/ Karyn Curran
                                   -------------------------------------------
                               Name:   Karyn Curran
                                       ---------------------------------------
                               Title:  Credit Production Manager
                                       ---------------------------------------
                               By: /s/ Maria Gorzen
                                   -------------------------------------------
                               Name:   Maria Gorzen
                                       ---------------------------------------
                               Title:  Vice President
                                       ---------------------------------------



                               WELLS FARGO BANK TEXAS, N.A.

                               By: /s/ Philip C. Lauinger III
                                   -------------------------------------------
                               Name:   Philip C. Lauinger III
                                       ---------------------------------------
                               Title:  Vice President
                                       ---------------------------------------


                               HSBC BANK CANADA

                               By: /s/ Garth Evans
                                   -------------------------------------------
                               Name:   Garth Evans
                                       ---------------------------------------
                               Title:  Assistant Vice President and
                                       Branch Manager
                                       ---------------------------------------


                               BANK ONE, NA

                               By: /s/ Mark Wayne
                                   -------------------------------------------
                               Name:   Mark Wayne
                                       ---------------------------------------
                               Title:  Vice President
                                       ---------------------------------------


                                      177
<PAGE>

                               ABLECO FINANCE LLC

                               By: /s/ Kevin Genda
                                   -------------------------------------------
                               Name:   Kevin Genda
                                       ---------------------------------------
                               Title:  Senior Vice President
                                       ---------------------------------------




                               NATEXIS BANQUES POPULAIRES

                               By: /s/ Philippe Robin
                                   -------------------------------------------
                               Name:   Philippe Robin
                                       ---------------------------------------
                               Title:  Senior Vice President
                                       ---------------------------------------

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




                               OPPENHEIMER SENIOR FLOATING RULE FUND

                               By: /s/ Bill Campbell
                                   -------------------------------------------
                               Name:   Bill Campbell
                                       ---------------------------------------
                               Title:  Manager
                                       ---------------------------------------





                                      178