<PAGE>


                                                                   Exhibit 10.32

                                     364-DAY
                                CREDIT AGREEMENT


                            Dated as of June 27, 2001

                                      among


                              BJ SERVICES COMPANY,
                                as the Borrower,


                             BANK OF AMERICA, N.A.,
                            as Administrative Agent,


                 Royal Bank of Canada and The Bank of New York,
                            as Co-Syndication Agents,


                         The Royal Bank of Scotland plc
                                       and
                                 Bank One, N.A.,
                           as Co-Documentation Agents,

                                       and

                         The Other Lenders Party Hereto

                         BANC OF AMERICA SECURITIES LLC,
                                       as
                    Sole Lead Arranger and Sole Book Manager

<PAGE>


                                TABLE OF CONTENTS
<TABLE>
<S>                   <C>                                                                                     <C>

ARTICLE I.            DEFINITIONS AND ACCOUNTING TERMS ..................................................        1

         1.01         Defined Terms .....................................................................        1

         1.02         Other Interpretive Provisions .....................................................       15

         1.03         Accounting Terms ..................................................................       15

ARTICLE II.           The Commitments and LOANS .........................................................       16

         2.01         Loans .............................................................................       16

         2.02         Borrowings of Revolving Loans, Conversions and Continuations of Loans .............       17

         2.03         Extension of Stated Termination Date ..............................................       18

         2.04         Conversion to Term Loans ..........................................................       19

         2.05         Prepayments .......................................................................       19

         2.06         Reduction or Termination of Commitments ...........................................       20

         2.07         Repayment of Loans ................................................................       20

         2.08         Interest ..........................................................................       20

         2.09         Fees ..............................................................................       20

         2.10         Computation of Interest and Fees ..................................................       21

         2.11         Evidence of Debt ..................................................................       21

         2.12         Payments Generally ................................................................       22

         2.13         Sharing of Payments ...............................................................       23

         2.14         Increase in Commitments ...........................................................       24

ARTICLE III.          TAXES, YIELD PROTECTION AND ILLEGALITY ............................................       25

         3.01         Taxes .............................................................................       25

         3.02         Illegality ........................................................................       26

         3.03         Inability to Determine Rates ......................................................       27

         3.04         Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate
                       Loans ............................................................................       27

         3.05         Funding Losses ....................................................................       28

         3.06         Matters Applicable to all Requests for Compensation ...............................       28


         3.07         Survival ..........................................................................       29
</TABLE>

<PAGE>

<TABLE>
<S>                   <C>                                                                                   <C>
ARTICLE IV.           Conditions Precedent To LOANS ...................................................         29

         4.01         Conditions of Initial Revolving Loans ...........................................         29

         4.02         Conditions to all Loans .........................................................         30

ARTICLE V.            REPRESENTATIONS AND WARRANTIES ..................................................         31

         5.01         Existence, Qualification and Power; Compliance with Laws ........................         31

         5.02         Authorization; No Contravention .................................................         31

         5.03         Governmental Authorization ......................................................         31

         5.04         Binding Effect ..................................................................         31

         5.05         Financial Statements; No Material Adverse Effect ................................         32

         5.06         Litigation ......................................................................         32

         5.07         No Default ......................................................................         32

         5.08         Environmental Compliance ........................................................         32

         5.09         Insurance .......................................................................         32

         5.10         Taxes ...........................................................................         33

         5.11         ERISA Compliance ................................................................         33

         5.12         Subsidiaries ....................................................................         33

         5.13         Margin Regulations; Investment Company Act; Public Utility Holding Company Act ..         33

         5.14         Disclosure ......................................................................         34

         5.15         Intellectual Property; Licenses, Etc ............................................         34

ARTICLE VI.           AFFIRMATIVE COVENANTS ...........................................................         34

         6.01         Financial Statements ............................................................         34

         6.02         Certificates; Other Information .................................................         35

         6.03         Notices .........................................................................         35

         6.04         Preservation of Existence, Etc ..................................................         36

         6.05         Maintenance of Properties .......................................................         36

         6.06         Maintenance of Insurance ........................................................         36

         6.07         Compliance with Laws ............................................................         36

         6.08         Books and Records ...............................................................         36

         6.09         Inspection Rights ...............................................................         36

         6.10         Use of Proceeds .................................................................         37
</TABLE>

<PAGE>

<TABLE>
<S>                   <C>                                                                                   <C>

ARTICLE VII.          NEGATIVE COVENANTS ............................................................           37

         7.01         Liens .........................................................................           37

         7.02         Subsidiary Indebtedness .......................................................           39

         7.03         Fundamental Changes ...........................................................           39

         7.04         Change in Nature of Business ..................................................           39

         7.05         Transactions with Affiliates ..................................................           39

         7.06         Use of Proceeds ...............................................................           40

         7.07         Subsidiary Distributions ......................................................           40

         7.08         Financial Covenants ...........................................................           40

ARTICLE VIII.         EVENTS OF DEFAULT AND REMEDIES ................................................           40

         8.01         Events of Default .............................................................           40

         8.02         Remedies Upon Event of Default ................................................           42

ARTICLE IX.           ADMINISTRATIVE AGENT ..........................................................           43

         9.01         Appointment and Authorization of Administrative Agent .........................           43

         9.02         Delegation of Duties ..........................................................           43

         9.03         Liability of Administrative Agent .............................................           43

         9.04         Reliance by Administrative Agent ..............................................           44

         9.05         Notice of Default .............................................................           44

         9.06         Credit Decision; Disclosure of Information by Administrative Agent ............           44

         9.07         Indemnification of Administrative Agent .......................................           45

         9.08         Administrative Agent in its Individual Capacity ...............................           46

         9.09         Successor Administrative Agent ................................................           46

         9.10         Other Agents; Arranger ........................................................           46

ARTICLE X.            MISCELLANEOUS .................................................................           47

         10.01        Amendments, Etc ...............................................................           47

         10.02        Notices and Other Communications; Facsimile Copies ............................           48

         10.03        No Waiver; Cumulative Remedies ................................................           49

         10.04        Attorney Costs, Expenses and Taxes ............................................           49

         10.05        Indemnification by the Borrower ...............................................           49

         10.06        Payments Set Aside ............................................................           50

         10.07        Successors and Assigns ........................................................           50
</TABLE>

<PAGE>

<TABLE>
<S>                   <C>                                                                                    <C>

         10.08        Confidentiality .................................................................         53

         10.09        Set-off .........................................................................         54

         10.10        Interest Rate Limitation ........................................................         54

         10.11        Counterparts ....................................................................         54

         10.12        Integration .....................................................................         54

         10.13        Survival of Representations and Warranties ......................................         54

         10.14        Severability ....................................................................         55

         10.15        Foreign Lenders .................................................................         55

         10.16        Removal and Replacement of Lenders ..............................................         55

         10.17        Governing Law ...................................................................         56

         10.18        Waiver of Right to Trial by Jury ................................................         57

         10.19        ENTIRE AGREEMENT ................................................................         57

SCHEDULES

        2.01       Commitments and Pro Rata Shares

        5.06       Litigation

        5.08       Environmental Matters

        5.09       Insurance

        5.11       ERISA Matters

        5.12       Subsidiaries and Other Equity Investments

        5.15       Intellectual Property Matters

        7.01       Existing Liens

        10.02      Eurodollar and Domestic Lending Offices, Addresses for Notices

EXHIBITS

                   Form of

        A          Loan Notice

        B          [Reserved]

        C          [Reserved]

        D          Form of Promissory Note

        E          Compliance Certificate

        F          Assignment and Assumption Agreement
</TABLE>


<PAGE>

<TABLE>
<S>                <C>

        G          Extension Certificate

        H-1        Opinion of Andrews & Kurth, L.L.P.

        H-2        Opinion of Borrower's Internal Counsel
</TABLE>

<PAGE>

                            364-DAY CREDIT AGREEMENT

         This 364-DAY CREDIT AGREEMENT is entered into as of June 27, 2001,
among BJ SERVICES COMPANY, a Delaware corporation (the "Borrower"), each lender
from time to time party hereto (collectively, the "Lenders" and individually, a
"Lender"), Royal Bank of Canada and The Bank of New York, as Co-Syndication
Agents, The Royal Bank of Scotland plc and Bank One, N.A., as Co-Documentation
Agents, and BANK OF AMERICA, N.A., as Administrative Agent.

         The Borrower has requested that the Lenders make Revolving Loans and
Term Loans (in each case as herein defined) to the Borrower and each of the
Lenders has agreed to make such Revolving Loans and Term Loans available to the
Borrower on the terms and conditions set forth herein.

         In consideration of the mutual covenants and agreements herein
contained, the parties hereto covenant and agree as follows:

                                   ARTICLE I.
                        DEFINITIONS AND ACCOUNTING TERMS

     1.01 Defined Terms. As used in this Agreement, the following terms shall
have the meanings set forth below:

     "Administrative Agent" means Bank of America in its capacity as
administrative agent under any of the Loan Documents and any successor
administrative agent.

     "Administrative Agent's Office" means the Administrative Agent's address
and, as appropriate, account as set forth on Schedule 10.02, or such other
address or account as the Administrative Agent may from time to time notify to
the Borrower and the Lenders in writing.

     "Affiliate" means, as to any Person, any other Person directly or
indirectly controlling, controlled by, or under direct or indirect common
control with, such Person. A Person shall be deemed to be "controlled by" any
other Person if such other Person possesses, directly or indirectly, power to
direct or cause the direction of the management and policies of such Person
whether by contract, ownership of voting securities or otherwise.

     "Agent-Related Persons" means the Administrative Agent (including any
successor administrative agent), together with its Affiliates (including, in the
case of Bank of America in its capacity as the Administrative Agent and the
Arranger), and the officers, directors, employees, agents and attorneys-in-fact
of such Persons and Affiliates.

     "Aggregate Commitments" has the meaning set forth in the definition of
"Commitment."

     "Agreement" means this 364-Day Credit Agreement as it may be amended,
supplemented, renewed, extended or otherwise modified from time to time.


                                       1

<PAGE>

     "Applicable Margin" means, with respect to Eurodollar Rate Loans, the
applicable percent determined on the basis of the Debt Rating as applicable from
time to time and as specified in the Pricing Grid.

     "Arranger" means Banc of America Securities LLC, a limited liability
company organized under the laws of Delaware in its capacity as sole lead
arranger and sole book manager.

     "Assignment and Assumption Agreement" means an Assignment and Assumption
Agreement substantially in the form of Exhibit F.

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

     "Audited Financial Statements" means the audited consolidated balance sheet
of the Borrower and its Consolidated Subsidiaries for the fiscal year ended
September 30, 2000, and the related consolidated statements of income or
operations, shareholders' equity and cash flows for such fiscal year of the
Borrower and its Consolidated Subsidiaries.

     "Bank of America" means Bank of America, N.A., a national banking
association with its principal place of business in Charlotte, NC.

     "Bankruptcy Code" means Title 11, United States Code, Section 101 et seq.

     "Base Rate" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Bank of
America as its "prime rate" of interest. Such rate is a rate set by Bank of
America based upon various factors including Bank of America's costs and desired
return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below
such announced rate. Any change in such rate announced by Bank of America shall
take effect at the opening of business on the day specified in the public
announcement of such change.

     "Base Rate Loan" means a Loan that bears interest based on the Base Rate.

     "Borrower" has the meaning set forth in the introductory paragraph hereof.

     "Borrowing" means a borrowing consisting of simultaneous Revolving Loans of
the same Type and having the same Interest Period made by each of the Lenders
pursuant to Section 2.01(a).

     "Business Day" means any day other than a Saturday, Sunday, or other day on
which commercial banks are authorized to close under the Laws of, or are in fact
closed in, Houston, Texas, San Francisco, California or New York, New York and,
if "Business Day" relates to any Eurodollar Rate Loan, Business Day means any
such Business Day on which dealings in Dollar deposits are conducted by and
between banks in the London interbank eurodollar market.


                                       2

<PAGE>

     "Capitalization Ratio" means, at any time, the ratio of Consolidated Funded
Indebtedness to Consolidated Total Capitalization.

     "Change of Control" means (a) purchase or acquisition, directly or
indirectly, by any "person" or "group" within the meaning of Section 13(d)(3)
and 14(d)(2) of the Exchange Act (a "Group"), of "beneficial ownership" (as such
term is defined in Rule 13d-3 under the Exchange Act) of securities of the
Borrower which, together with any securities owned beneficially by any
"affiliates" or "associates" of such Group (as such terms are defined in Rule
12b-2 under the Exchange Act), shall represent more than fifty percent (50%) of
the combined voting power of the Borrower's securities which are entitled to
vote generally in the election of directors and which are outstanding on the
date immediately prior to the date of such purchase or acquisition; or (b) a
sale of all or substantially all of the assets of the Borrower and its
Subsidiaries taken as a whole to any Person or Group (other than to another
Subsidiary); or (c) the liquidation or dissolution of the Borrower; or (d) the
first day on which a majority of the Board of Directors of the Borrower are not
Continuing Directors (as herein defined). As herein defined, "Continuing
Directors" means any member of the Board of Directors of the Borrower who (x) is
a member of such Board of Directors as of the date of this Agreement or (y) was
nominated for election or elected to such Board of Directors with the
affirmative vote of two-thirds of the Continuing Directors who were members of
such Board of Directors at the time of such nomination or election.

     "Closing Date" means the first date all the conditions precedent in Section
4.01 are satisfied or waived in accordance with Section 4.01 (or, in the case of
Section 4.01(b), waived by the Person entitled to receive the applicable
payment).

     "Code" means the Internal Revenue Code of 1986.

     "Co-Documentation Agents" has the meaning specified in the introductory
paragraph hereof.

     "Co-Syndication Agents" has the meaning specified in the introductory
paragraph hereof.

     "Combined Aggregate Commitments" means the Aggregate Commitments, as
defined in this Agreement, plus the Aggregate Commitments, as defined in the
Multi-Year Credit Agreement; the amount of which Combined Aggregate Commitments
equals $400,000,000 as of the Closing Date, as the same may be increased or
reduced after the Closing Date pursuant to the terms hereof and of the
Multi-Year Credit Agreement, respectively.

     "Combined Outstanding Amount" means (i) the Outstanding Amount of Revolving
Loans or Term Loans made pursuant to this Agreement plus the Outstanding Amount
(as defined in the Multi-Year Credit Agreement) of Revolving Loans made pursuant
to the Multi-Year Credit Agreement plus (ii) the Outstanding Amount of Swing
Line Loans and L/C Obligations, in each case as defined in the Multi-Year Credit
Agreement.

     "Commitment" means, as to each Lender, its obligation to make Revolving
Loans to the Borrower pursuant to Section 2.01(a) and its obligation to make
Term Loans pursuant to Section 2.01(b), in each case in a principal amount at
any one time outstanding not to exceed the amount set


                                       3

<PAGE>

forth opposite such Lender's name on Schedule 2.01, as such amount may be
reduced, increased or adjusted from time to time in accordance with this
Agreement, including Sections 2.06 and 2.14, and "Aggregate Commitments" shall
mean the Commitments of all Lenders; the amount of which Aggregate Commitments
equals $200,000,000 as of the Closing Date, as the same may be increased or
reduced after the Closing Date pursuant to the terms hereof. If the Borrower
exercises the option to convert Revolving Loans to Term Loans pursuant to
Section 2.04, the Aggregate Commitment hereunder shall be deemed to equal the
Aggregate Commitments in effect on the Term Loan Conversion Date immediately
prior to the making of the Term Loans.

     "Commitment Fee" has the meaning set forth in Section 2.09(a).

     "Compliance Certificate" means a certificate substantially in the form of
Exhibit E.

     "Consolidated EBITDA" means, for any period, for the Borrower and its
Consolidated Subsidiaries on a consolidated basis, an amount equal to the sum of
(a) Consolidated Net Income, (b) Consolidated Interest Charges, (c) the amount
of taxes, based on or measured by income, used or included in the determination
of such Consolidated Net Income, plus (d) the amount of depreciation and
amortization expense deducted in determining such Consolidated Net Income;
provided, however, that Consolidated Net Income shall be computed for the
purposes of this definition without regard to non-cash writeups and writedowns,
and without giving effect to extraordinary losses or extraordinary gains for
such period.

     "Consolidated Funded Indebtedness" means, as of any date of determination,
for the Borrower and its Consolidated Subsidiaries on a consolidated basis, the
sum, without duplication, of (a) the outstanding principal amount of all
obligations, whether current or long-term, for borrowed money (including
Obligations hereunder) and all obligations evidenced by bonds, debentures,
notes, loan agreements or other similar instruments, (b) in respect of capital
leases, the capitalized amount thereof that would appear on the balance sheet of
such Person prepared as of such date in accordance with GAAP, (c) Redeemable
Preferred Stock valued at the applicable liquidation preference as of such date
of determination, and (d) all Guaranty Obligations with respect to Indebtedness
of the types specified in subsections (a), (b) and (c) above of Persons other
than the Borrower or any Subsidiary.

     "Consolidated Interest Charges" means, for any period, for the Borrower and
its Consolidated Subsidiaries on a consolidated basis, the sum of, without
duplication, (a) all interest, premium payments, fees, charges and related
expenses of the Borrower and its Subsidiaries in connection with borrowed money
(including capitalized interest) or in connection with the deferred purchase
price of assets, in each case to the extent treated as interest in accordance
with GAAP, plus (b) the portion of rent expense of the Borrower and its
Subsidiaries with respect to such period under capital leases that is treated as
interest in accordance with GAAP minus (c) interest income.

     "Consolidated Net Income" means, for any period, for the Borrower and its
Consolidated Subsidiaries on a consolidated basis, the net income (or loss) of
the Borrower and its Subsidiaries for such period determined in accordance with
GAAP.


                                       4

<PAGE>

     "Consolidated Net Worth" means, as of any date of determination,
Shareholders' Equity as of such date, excluding Redeemable Preferred Stock.

     "Consolidated Subsidiary" means, at any date, any Subsidiary the accounts
of which, in accordance with GAAP, would be consolidated with those of the
Borrower in its consolidated financial statements if such statements were
prepared as of such date.

     "Consolidated Total Capitalization" means, at any time, the sum of (a)
Consolidated Funded Indebtedness and (b) Consolidated Net Worth.

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

     "Debt Rating" has the meaning set forth in the definition of "Pricing
Grid."

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

     "Default" means any event that to the extent it has not been cured or
waived, and which with the giving of notice, the passage of time, or both, would
be an Event of Default.

     "Default Rate" means an interest rate equal to (a) in the case of Base Rate
Loans, the Base Rate plus 2% per annum and (b) in the case of Eurodollar Rate
Loans, an interest rate equal to the interest rate (including the Applicable
Margin) otherwise applicable to such Eurodollar Rate Loan plus 2% per annum, in
each case subject to Section 10.10.

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

     "Eligible Assignee" has the meaning specified in Section 10.07(g).

     "Environmental Laws" means all Laws relating to environmental, health,
safety and land use matters applicable to any property.

     "ERISA" means the Employee Retirement Income Security Act of 1974 and any
regulations issued pursuant thereto.

     "ERISA Affiliate" means any trade or business (whether or not incorporated)
under common control with the Borrower within the meaning of Section 414(b) or
(c) of the Code (and Sections 414(m) and (o) of the Code for purposes of
provisions relating to Section 412 of the Code).

     "ERISA Event" means (a) a Reportable Event with respect to a Pension Plan;
(b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan
subject to Section 4063


                                       5

<PAGE>

of ERISA during a plan year in which it was a substantial employer (as defined
in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as
such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial
withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or
notification that a Multiemployer Plan is in reorganization; (d) the filing of a
notice of intent to terminate (other than pursuant to Section 4041(b) of ERISA),
the treatment of a Plan amendment as a termination under Sections 4041(c) or
4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a
Pension Plan or Multiemployer Plan; (e) an event or condition which might
reasonably be expected to constitute grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Pension Plan
or Multiemployer Plan; or (f) the imposition of any liability under Title IV of
ERISA, other than PBGC premiums due but not delinquent under Section 4007 of
ERISA, upon the Borrower or any ERISA Affiliate.

     "Eurodollar Rate" means for any Interest Period with respect to any
Eurodollar Rate Loan:

     (a) the rate per annum equal to the rate determined by the Administrative
Agent to be the offered rate that appears on the page of the Telerate screen (or
any successor thereto) 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) two Business Days prior
to the first day of such Interest Period, or

     (b) if the rate referenced in the preceding subsection (a) does not appear
on such page or service or such page or service shall cease to be available, the
rate per annum equal to the offered rate on such other page or other service
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) two Business Days prior to the first day of such
Interest Period, or

     (c) if the rates referenced in the preceding subsections (a) and (b) are
not available, the rate per annum determined by the Administrative Agent as the
rate of interest (rounded upward to the next 1/100th of 1%) at which deposits in
Dollars for delivery on the first day of such Interest Period in same day funds
in the approximate amount of the Eurodollar Rate Loan being made, continued or
converted by Bank of America and with a term equivalent to such Interest Period
would be offered by Bank of America's London Branch to major banks in the London
interbank eurodollar market at their request at approximately 11:00 a.m. (London
time) two Business Days prior to the first day of such Interest Period.

     "Eurodollar Rate Loan" means a Loan that bears interest at a rate based on
the Eurodollar Rate.

     "Event of Default" means any of the events or circumstances specified in
Article VIII.

     "Exchange Act" means the Securities and Exchange Act of 1934.


                                       6

<PAGE>

     "Existing Credit Agreement" means that certain Amended and Restated Credit
Agreement dated as of August 7, 1996 among the Borrower, BJ Services Company,
U.S.A., BJ Service International, Inc., BJ Services Company Middle East, Nowsco
Well Service Ltd. and the other Subsidiary Borrowers from time to time parties
thereto, the several financial institutions from time to time parties thereto,
Bank of America, National Association, as Letter of Credit Issuing Bank and
Swing Loan Bank, Bank of America, National Association, as U.S. Agent, Bank of
America Canada, as Canadian Agent, The Chase Manhattan Bank, as Senior Co-Agent,
and Bank of Montreal, Royal Bank of Canada, Toronto Dominion (Texas), Inc.,
Credit Lyonnais New York Branch and Wells Fargo Bank (Texas), National
Association, as co-agents for such lenders, as amended.

     "Extension Certificate" shall mean a certificate of Borrower substantially
in the form of Exhibit G.

     "Extension Request Period" shall have the meaning given such term in
Section 2.03.

     "Federal Funds Rate" means, for any day, the rate set forth in the weekly
statistical release designated as H.15(519), or any successor publication,
published by the Federal Reserve Bank of New York (including any such successor,
"H.15(519)") on the preceding Business Day opposite the caption "Federal Funds
(Effective)"; or, if for any relevant day such rate is not so published on any
such preceding Business Day, the rate for such day will be the arithmetic mean
as determined by the Administrative Agent of the rates for the last transaction
in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on
that day by each of three leading brokers of Federal funds transactions in New
York City selected by the Administrative Agent.

     "Fee Letter" means, that certain letter agreement dated April 2, 2001 among
the Borrower, the Arranger and the Administrative Agent.

     "Foreign Lender" has the meaning specified in Section 10.15.

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

     "FRB" means the Board of Governors of the Federal Reserve System of the
United States of America.

     "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board and the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board consistently applied.

     "Governmental Authority" means any nation or government, any state or other
political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, administrative tribunal, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government, and any
corporation or other entity owned or controlled, through stock or capital
ownership or otherwise, by any of the foregoing.


                                       7

<PAGE>

     "Guaranty Obligation" means, as to any Person, (a) any obligation,
contingent or otherwise, of such Person guarantying or having the economic
effect of guarantying any Indebtedness or other non-contingent obligation
payable by another Person (the "primary obligor") in any manner, whether
directly or indirectly, and including any obligation of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation, (ii) to purchase or lease property, securities
or services for the purpose of assuring the obligee of such Indebtedness or
other obligation of the payment of such Indebtedness or other obligation, (iii)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation, or (iv) entered into for
the purpose of assuring in any other manner the obligee of such Indebtedness or
other obligation of the payment thereof or to protect such obligee against loss
in respect thereof (in whole or in part), or (b) any Lien on any assets of such
Person securing any Indebtedness or other non-contingent obligation of any other
Person, whether or not such Indebtedness is assumed by such Person. The amount
of any Guaranty Obligation shall be deemed to be an amount equal to the stated
or determinable amount of the related primary obligation, or portion thereof, in
respect of which such Guaranty Obligation is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof as
determined by the guarantying Person in good faith.

     "Indebtedness" means, as to any Person at a particular time, without
duplication, all of the following:

     (a) all obligations of such Person for borrowed money and all obligations
of such Person evidenced by bonds, debentures, notes, loan agreements or other
similar instruments;

     (b) all non-contingent reimbursement or payment obligations of such Person
arising under letters of credit (including standby and commercial), bankers'
acceptances, bank guaranties, surety bonds and similar instruments;

     (c) all obligations of such Person to pay the deferred purchase price of
property or services (other than trade accounts payable in the ordinary course
of business);

     (d) indebtedness (excluding prepaid interest thereon) secured by a Lien on
property owned or being purchased by such Person (including indebtedness arising
under conditional sales or other title retention agreements), whether or not
such indebtedness shall have been assumed by such Person or is limited in
recourse;

     (e) capital leases; and

     (f) all Guaranty Obligations of such Person in respect of any of the
foregoing.

     For all purposes hereof, the Indebtedness of any Person shall include the
Indebtedness of any partnership or joint venture (other than a joint venture
that is itself a corporation or limited liability company) in which such Person
is a general partner or a joint venturer to the extent of such Person's
liability for such Indebtedness, unless such Indebtedness is expressly made
non-recourse to such Person (subject only to exceptions acceptable to the
Majority Lenders). The capitalized amount of


                                       8

<PAGE>

any capital lease that would appear on the balance sheet of such Person prepared
as of a given date in accordance with GAAP shall be deemed to be the amount of
Indebtedness in respect thereof as of such date. "Indebtedness" shall not
include obligations for borrowed money owed to the Borrower or any Consolidated
Subsidiary by any Consolidated Subsidiary or to any Consolidated Subsidiary by
the Borrower.

     "Indemnified Liabilities" has the meaning set forth in Section 10.05.

     "Indemnitees" has the meaning set forth in Section 10.05.

     "Independent Auditor" has the meaning specified in Section 6.01(a).

     "Interest Coverage Ratio" means, as of any date of determination, the ratio
of (a) Consolidated EBITDA for the period of the four prior fiscal quarters
ending on or immediately preceding such date to (b) Consolidated Interest
Charges for such period.

     "Interest Payment Date" means, (a) as to any Eurodollar Rate Loan, the last
day of each Interest Period applicable thereto and the Maturity Date; provided,
however, that if any Interest Period for a Eurodollar Rate Loan exceeds three
months, the respective dates that fall every three months after the beginning of
such Interest Period shall also be Interest Payment Dates; and (b) as to any
Base Rate Loan, the last Business Day of each March, June, September and
December and the Maturity Date and each date such Base Rate Loan is converted
into a Eurodollar Rate Loan.

     "Interest Period" means as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or converted to or
continued as a Eurodollar Rate Loan and ending on the date one, two, three or
six months thereafter, as selected by the Borrower in its Loan Notice; provided
that:

          (i) any Interest Period that would otherwise end on a day that is not
     a Business Day shall be extended to the next succeeding Business Day unless
     such Business Day falls in another calendar month, in which case such
     Interest Period shall end on the next preceding Business Day;

          (ii) any Interest Period that begins on the last Business Day of a
     calendar month (or on a day for which there is no numerically corresponding
     day in the calendar month at the end of such Interest Period) shall end on
     the last Business Day of the calendar month at the end of such Interest
     Period; and

          (iii) no Interest Period shall extend beyond the Stated Termination
     Date.

     "IP Rights" has the meaning set forth in Section 5.15.

     "IRS" means the United States Internal Revenue Service. ---

     "Laws" means, collectively, all international, foreign, Federal, state and
local statutes, treaties, rules, guidelines, regulations, ordinances, and codes,
including the interpretation or


                                       9

<PAGE>

administration thereof by any Governmental Authority charged with the
enforcement, interpretation or administration thereof, and all applicable
administrative orders, authorizations and permits of, and written agreements
with, any Governmental Authority.

     "Lender" has the meaning specified in the introductory paragraph hereto.

     "Lending Office" means, as to any Lender, the office or offices of such
Lender described as such on Schedule 10.02, or such other office or offices as a
Lender may from time to time notify the Borrower and the Administrative Agent in
writing.

     "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement of any kind or
nature whatsoever in respect of any property, whether tangible or intangible
(including any conditional sale or other title retention agreement, any
financing lease having substantially the same effect as a financing as any of
the foregoing, and the filing of any financing statement naming the owner of the
property to which such financing lease relates as "debtor" under the Uniform
Commercial Code or comparable Laws of any jurisdiction), including the interest
of a purchaser of accounts receivable, but not in any event including the
interest of a lessor under an operating lease.

     "Loan" means any Revolving Loan or Term Loan.

     "Loan Documents" means this Agreement, each Note, the Fee Letter, each Loan
Notice, each Extension Certificate, any written request of the Borrower
delivered pursuant to Section 2.04, and each Compliance Certificate.

     "Loan Notice" means a notice of (a) a Borrowing, (b) a conversion of Loans
from one Type to the other, or (c) a continuation of Loans as the same Type,
pursuant to Section 2.02(a), which, if in writing, shall be substantially in the
form of Exhibit A.

     "Majority Lenders" means at any time Lenders whose Voting Percentages as of
the date of determination aggregate more than 50%.

     "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties, condition
(financial or otherwise) or prospects of the Borrower and its Subsidiaries taken
as a whole; (b) a material impairment of the ability of the Borrower to perform
its obligations under any Loan Document to which it is a party; or (c) a
material adverse effect upon the legality, validity, binding effect or
enforceability against the Borrower of any Loan Document to which it is a party.

     "Material Subsidiary" means any Subsidiary which has assets having a book
value equal to or greater than 10% of the Consolidated Net Worth as of any time
of determination or having during any fiscal quarter consolidated revenues equal
to or greater than 10% of the consolidated revenues of the Company and its
Subsidiaries during such quarter.


                                       10

<PAGE>

     "Maturity Date" means (a) the Stated Termination Date, or (b) such earlier
date, if any, (i) prior to the Term Loan Conversion Date, upon which the
Aggregate Commitments are terminated in accordance with the terms hereof or (ii)
after the Term Loan Conversion Date, upon which the unpaid principal balance of
the Loans is declared immediately due and payable pursuant to Section 8.02.

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

     "Multiemployer Plan" means a "multiemployer plan" within the meaning of
Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes
or is obligated to make contributions, or during the preceding three calendar
years, has made or been obligated to make contributions.

     "Multi-Year Credit Agreement" means the Credit Agreement of even date
herewith among the Borrower, the financial institutions from time to time party
thereto, Bank of America as Administrative Agent, Swing Line Lender and L/C
Issuer, Royal Bank of Canada and The Bank of New York, as Co-Syndication agents,
The Royal Bank of Scotland plc and Bank One, N.A., as Co-Documentation Agents,
in respect of extensions of credit which may consist of one or more of revolving
loans, swing-line loans or letters of credit, in each case subject to the terms
and provisions of such Credit Agreement in an aggregate amount of up to
$200,000,000, initially, as such amount may be increased or reduced after the
Closing Date (as therein defined) pursuant to the terms of such agreement.

     "Non-Extending Lender" has the meaning set forth in Section 2.03.

     "Note" means a promissory note made by the Borrower in favor of a Lender
evidencing Revolving Loans and if applicable in accordance with Section 2.01(b),
Term Loans made by such Lender, substantially in the form of Exhibit D.

     "Obligations" means all advances to, and debts, liabilities, obligations,
covenants and duties of, the Borrower arising under any Loan Document, whether
direct or indirect, absolute or contingent, due or to become due, now existing
or hereafter arising and including interest that accrues after the commencement
by or against the Borrower of any proceeding under any Debtor Relief Laws naming
the Borrower as the debtor in such proceeding.

     "Organization Documents" means, (a) with respect to any corporation, the
certificate or articles of incorporation and the bylaws of such corporation; (b)
with respect to any limited liability company, the articles of formation and
operating agreement of such limited liability company; and (c) with respect to
any partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation of such
entity and any agreement, instrument, filing or notice with respect thereto
filed in connection with its formation with the secretary of state or other
department in the state of its formation, in each case as amended from time to
time.


                                       11

<PAGE>

     "Outstanding Amount" means the aggregate outstanding principal amount of
the Loans after giving effect to any borrowings and prepayments or repayments of
Loans occurring on such date.

     "Participant" has the meaning specified in Section 10.07(d).

     "PBGC" means the Pension Benefit Guaranty Corporation.

     "Pension Plan" means any "employee pension benefit plan" (as such term is
defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Borrower or
any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer plan
(as described in Section 4064(a) of ERISA) has made contributions at any time
during the immediately preceding five plan years.

     "Permitted Business" means (a) those lines of business conducted by the
Borrower or by its Subsidiaries on the date hereof (the "Existing Business"),
(b) the technologies now or hereafter related or complementary to the Existing
Business, (c) those lines of business (the "Complementary Business") which now
or hereafter are complementary to the Exiting Business and (d) those
technologies which are now or hereafter related or complementary to the
Complementary Business.

     "Person" means any individual, trustee, corporation, general partnership,
limited partnership, limited liability company, joint stock company, trust,
unincorporated organization, bank, business association, firm, joint venture or
Governmental Authority.

     "Plan" means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by the Borrower or any ERISA Affiliate other
than a Multiemployer Plan.

         "Pricing Grid" means the following chart:

                                  PRICING GRID

                                                          Applicable
                                                            Margin
         Pricing       Debt Ratings       Commitment      (Eurodollar
          Level         S&P/Moody's           Fee         Rate Loans)
       ------------ -------------------- -------------- ----------------
           1        A-/A3 or better         0.100%          0.500%
           2        BBB+/Baa1               0.110%          0.625%
           3        BBB/Baa2                0.125%          0.875%
           4        BBB-/Baa3               0.175%          1.000%
           5        Less than BBB-/Baa3     0.200%          1.250%

         "Debt Rating" means, as of any date of determination, the rating as
         determined by either S&P or Moody's (the "Debt Ratings") of the
         Borrower's non-credit-enhanced,


                                       12

<PAGE>

         senior unsecured long-term debt; provided that if a Debt Rating is
         issued by each of the foregoing rating agencies, then the higher of
         such Debt Ratings shall apply (with the Debt Rating for Pricing Level
         1 being the highest and with the Debt Rating for Pricing Level 5 being
         the lowest), unless there is a split in Debt Ratings of more than one
         Pricing Level, in which case the Pricing Level for the Debt Rating
         that is one level higher than the lower of such Debt Ratings shall
         apply.

         Initially, the Debt Rating shall be as specified in the certificate
         delivered pursuant to Section 4.01(a)(vi). Thereafter, each change in
         the Debt Rating shall be effective, in the case of an upgrade, at all
         times during the period commencing on the date of delivery by the
         Borrower to the Administrative Agent of notice thereof pursuant to
         Section 6.03(d) and ending on the date immediately preceding the
         effective date of the next such change and, in the case of a downgrade,
         during the period commencing on the date of the public announcement
         thereof and ending on the date immediately preceding the effective date
         of the next such change.

         "Pro Rata Share" means, with respect to each Lender, the percentage
(carried out to the ninth decimal place) of the Aggregate Commitments set forth
opposite the name of such Lender on Schedule 2.01, as such share may be adjusted
as in accordance with Sections 2.14 and 10.07 hereof.

         "Redeemable Preferred Stock" means preferred stock that has, or is
convertible into any security that has, mandatory redemption or repurchase
requirements (other than those exercisable solely at the option of the issuer of
said stock and other than those which may be redeemed or repurchased solely by
the issuance of common stock) on or prior to the Maturity Date.

         "Refinancing" means any renewal, extension, renewal and extension,
rearrangement, replacement or substitution, modification or other amendment to
or of any existing Indebtedness; provided that the principal amount of the
Indebtedness after such Refinancing is not greater than the sum of (a) the
principal amount of such Indebtedness plus (b) accrued interest thereon
outstanding immediately prior to such Refinancing.

         "Register" has the meaning set forth in Section 10.07(c).

         "Reportable Event" means any of the events set forth in Section 4043(c)
of ERISA, other than events for which the 30-day notice period requirement under
ERISA has been waived in regulations issued by the PBGC.

         "Responsible Officer" means the chief executive officer, the president,
the chief financial officer or the treasurer of the Borrower.

         "Revolving Loan" has the meaning specified in Section 2.01 (a).

         "Revolving Loan Maturity Date" means the earlier of (a) the Term Loan
Conversion Date (if any) or (b) the Maturity Date.


                                       13

<PAGE>

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

         "7% Indenture" means the Indenture dated as of February 1, 1996 by and
among the Borrower, BJ-USA, BJ-International, and BJ-Middle East, and Bank of
Montreal Trust Company, as trustee, in respect of the 7% Notes.

         "7% Notes" means the Borrower's 7% Notes due 2006 in the original
aggregate principal amount of $125,000,000.

         "Shareholders' Equity" means, as of any date of determination for the
Borrower and its Consolidated Subsidiaries on a consolidated basis,
shareholders' equity as of that date determined in accordance with GAAP.

         "Stated Termination Date" means June 26, 2002 or such later date to
which the Stated Termination Date may be extended pursuant to Section 2.03 or
2.04; provided that such date shall be no later than June 25, 2004.

         "Subsidiary" of a Person means a corporation, partnership, joint
venture, limited liability company or other business entity of which a majority
of the shares of securities or other interests having ordinary voting power for
the election of directors or other governing body (other than securities or
interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise specified, all references herein to a
"Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of
the Borrower.

         "Taxes" means any and all present or future taxes, levies, imposts,
deductions, charges or withholdings which arise from or are assessed in
connection with any payment made hereunder or under any Note or the execution,
delivery, or registration of, or otherwise with respect to, this Agreement or
any other Loan Documents, and all liabilities with respect thereto, excluding,
in the case of each Lender and each Agent, such taxes (including income taxes or
franchise taxes) as are imposed on or measured by each Lender's net income,
assets or capital by the jurisdiction (or any political subdivision thereof)
under the laws of which such Lender or such Agent, as the case may be, is
organized or maintains a lending office.

         "Term Loan" has the meaning specified in Section 2.01(b).

         "Term Loan Conversion Date" has the meaning specified in Section 2.04.

         "Type" means, with respect to a Loan, its character as a Base Rate Loan
or a Eurodollar Rate Loan.

         "Unfunded Pension Liability" means the excess of a Pension Plan's
benefit liabilities under Section 4001(a)(16) of ERISA, over the current value
of that Pension Plan's assets, determined in


                                       14

<PAGE>

accordance with the assumptions used for funding the Pension Plan pursuant to
Section 412 of the Code for the applicable plan year.

         "Utilization Fee" has the meaning specified in Section 2.09(b).

         "Voting Percentage" means, as to any Lender, (a) at any time when the
Aggregate Commitments are in effect, such Lender's Pro Rata Share and (b) at any
time after the termination of the Aggregate Commitments, the percentage (carried
out to the ninth decimal place) which (i) the sum of (A) the Outstanding Amount
applicable to such Lender then comprises of (ii) the Outstanding Amount
applicable to all Lenders; provided, however, that if any Lender has failed to
fund any portion of the Loans required to be funded by it hereunder, such
Lender's Voting Percentage shall be deemed to be zero, and the respective Pro
Rata Shares and Voting Percentages of the other Lenders shall be recomputed for
purposes of this definition and the definition of "Majority Lenders" without
regard to such Lender's Commitment or the Outstanding Amount applicable to such
Lender.

         1.02   Other Interpretive Provisions.

         With reference to this Agreement and each other Loan Document, unless
otherwise specified herein or in such other Loan Document:

               (a) The meanings of defined terms are equally applicable to the
          singular and plural forms of the defined terms.

               (b) (i) The words "herein", "hereunder", "hereof" and words of
          similar import when used in any Loan Document shall refer to such Loan
          Document as a whole and not to any particular provision thereof.

                    (ii) Article, Section, Exhibit and Schedule references are
               to the Loan Document in which such reference appears.

                         (iii) The term "including" is by way of example and not
                    limitation.

                         (iv) The term "documents" includes any and all
                    instruments, documents, agreements, certificates, notices,
                    reports, financial statements and other writings.

               (c) In the computation of periods of time from a specified date
          to a later specified date, the word "from" means "from and including;"
          the words "to" and "until" each mean "to but excluding;" and the word
          "through" means "to and including."

               (d) Section headings herein and in the other Loan Documents are
          included for convenience of reference only and shall not affect the
          interpretation of this Agreement or any other Loan Document.

         1.03 Accounting Terms. (a) All accounting terms not specifically or
completely defined herein shall be construed in conformity with, and all
financial data required to be submitted pursuant to this Agreement shall be
prepared in conformity with, GAAP, as in effect from time to time,


                                       15

<PAGE>

applied on a consistent basis and in a manner consistent with that used in
preparing the Audited Financial Statements, except to the extent, if any,
otherwise specifically prescribed herein.

         (b) If at any time any change in GAAP would affect the computation of
any financial ratio or requirement set forth in any Loan Document, and either
the Borrower or the Majority Lenders shall so request, the Administrative Agent,
the Lenders and the Borrower shall negotiate in good faith to amend such ratio
or requirement to preserve the original intent thereof in light of such change
in GAAP (which amendment shall be subject to the approval of the Borrower and
the Majority Lenders); provided that, until so amended, (i) such ratio or
requirement shall continue to be computed in accordance with GAAP as in effect
prior to such change therein and (ii) the Borrower shall provide to the
Administrative Agent and the Lenders financial statements and other documents
required under this Agreement or as reasonably requested hereunder setting forth
a reconciliation between calculations of such ratio or requirement made before
and after giving effect to such change in GAAP.

                                  ARTICLE II.
                            THE COMMITMENTS AND LOANS

         2.01 Loans.

         (a) Subject to the terms and conditions set forth herein, each Lender
severally agrees to make loans (each such loan, a "Revolving Loan") to the
Borrower from time to time on any Business Day during the period from the
Closing Date to the Revolving Loan Maturity Date, in an aggregate amount not to
exceed at any time outstanding, the amount of such Lender's Commitment;
provided, however, that after giving effect to any Borrowing, (i) the
Outstanding Amount shall not exceed the Aggregate Commitments, and (ii) the
Outstanding Amount applicable to any Lender shall not exceed such Lender's
Commitment. Within the limits of each Lender's Commitment, and subject to the
other terms and conditions hereof, the Borrower may borrow under this Section
2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving
Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided
herein.

         (b) Subject to the terms and conditions set forth herein and at the
request of the Borrower delivered as set forth in Section 2.04, each Lender
severally agrees to make a single loan (each such loan, a "Term Loan") as
designated in the Borrower's request such that such Lender's Revolving Loans
shall be converted, in whole or in part, into a Term Loan in the amount of such
Lender's Pro Rata Share of the aggregate amount requested by the Borrower to be
converted to Term Loans pursuant hereto; provided, however, that the principal
amount of the Term Loan which any Lender shall be committed to make to the
Borrower shall not exceed the lesser of (i) such Lender's Commitment, as in
effect on the Term Loan Conversion Date and (ii) the Outstanding Amount
applicable to such Lender on the Term Loan Conversion Date. Term Loans may be
Base Rate Loans or Eurodollar Rate Loans, as further provided herein. Amounts
borrowed as Term Loans which are repaid or prepaid by the Borrower may not be
reborrowed. After making its Term Loan pursuant to this subsection (b), no
Lender shall have any further commitment to lend pursuant to this Agreement, but
each Lender's obligation to continue Loans as one Type and convert Loans from
one


                                       16

<PAGE>

Type to another Type in accordance with the terms and conditions hereof
shall thereafter continue in accordance with the terms and provisions of this
Agreement.

     2.02 Borrowings of Revolving Loans, Conversions and Continuations of Loans.

         (a) Each Borrowing, each conversion of Loans from one Type to the
other, and each continuation of Loans as the same Type shall be made upon the
Borrower's irrevocable notice to the Administrative Agent, which may be given by
telephone. Each such notice must be received by the Administrative Agent not
later than 11:00 a.m., New York time, (i) three Business Days prior to the
requested date of any Borrowing of, conversion to or continuation of Eurodollar
Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and
(ii) on the requested date of any Borrowing of Base Rate Loans. Each such
telephonic notice must be confirmed promptly by delivery to the Administrative
Agent of a written Loan Notice, appropriately completed and signed by a
Responsible Officer of the Borrower. Each Borrowing of, conversion to or
continuation of Eurodollar Rate Loans shall be in a principal amount of
$5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing
of or conversion to Base Rate Loans shall be in a principal amount of $500,000
or a whole multiple of $100,000 in excess thereof. Each Loan Notice (whether
telephonic or written) shall specify (i) whether the Borrower is requesting a
Borrowing, a conversion of Loans from one Type to the other, and/or a
continuation of Loans as the same Type, (ii) the requested date of the
Borrowing, conversion and/or continuation, as the case may be (which shall be a
Business Day), (iii) the principal amount of Loans to be borrowed, converted
and/or continued, (iv) the Type of Loans to be borrowed or to which existing
Loans are to be converted, and (v) in the case of Eurodollar Rate Loans, the
duration of the Interest Period with respect thereto. If the Borrower fails to
specify a Type of Revolving Loan in a Loan Notice or if the Borrower fails to
give a timely notice requesting a conversion or continuation, then the
applicable Loans shall be made or continued as, or converted to, Base Rate
Loans. Any such automatic conversion to Base Rate Loans shall be effective as of
the last day of the Interest Period then in effect with respect to the
applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of,
conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice,
but fails to specify an Interest Period, it will be deemed to have specified an
Interest Period of one month.

         (b) Following receipt of a Loan Notice, the Administrative Agent shall
promptly notify each Lender of its Pro Rata Share of the applicable Loans, and
if no timely notice of a conversion or continuation is provided by the Borrower,
the Administrative Agent shall notify each Lender of the details of any
automatic conversion to Base Rate Loans described in the preceding subsection.
Each Lender shall make the amount of its Revolving Loan available to the
Administrative Agent in immediately available funds at the Administrative
Agent's Office not later than 1:00 p.m., New York time, on the Business Day
specified in the applicable Loan Notice. Upon satisfaction of the applicable
conditions set forth in Section 4.02 (and, if such Borrowing is the initial
Borrowing, Section 4.01), the Administrative Agent shall make all funds so
received available to the Borrower in like funds as received by the
Administrative Agent either by (i) crediting the account of the Borrower on the
books of Bank of America with the amount of such funds or (ii) wire transfer of
such funds, in each case in accordance with instructions provided to the
Administrative Agent by the Borrower.


                                       17

<PAGE>

         (c) The Administrative Agent shall promptly notify the Borrower and the
Lenders of the interest rate applicable to any Eurodollar Rate Loan upon
determination of such interest rate. The determination of the Eurodollar Rate by
the Administrative Agent shall be conclusive in the absence of manifest error.
The Administrative Agent shall notify the Borrower and the Lenders of any change
in Bank of America's prime rate used in determining the Base Rate promptly
following the public announcement of such change.

         (d) After giving effect to all Borrowings, all conversions of Loans
from one Type to the other, and all continuations of Loans as the same Type,
there shall not be more than ten Interest Periods in effect with respect to
Loans.

         2.03 Extension of Stated Termination Date. The Stated Termination Date
may be extended, in the manner set forth in this Section 2.03, for successive
periods of 364 days measured from the Stated Termination Date then in effect. If
the Borrower wishes to request an extension of the Aggregate Commitments to make
Revolving Loans and the Stated Termination Date and the concomitant Maturity
Date, it shall give written notice in the form of an Extension Certificate to
that effect to the Administrative Agent not less than 45 nor more than 60 days
prior to the Stated Termination Date in effect at the time of such request (the
"Extension Request Period"), whereupon the Administrative Agent shall promptly
notify each of the Lenders of such notice. Each Lender will respond to each such
request, whether affirmatively or negatively, within twenty (20) days of the
date of the Borrower's request (except if such twenty (20) day period shall end
more than thirty (30) days prior to the Stated Termination Date, such Lender
shall not respond until thirty (30) days prior to the Stated Termination Date);
provided that any Lender that does not respond to such request within such
period (as may be applicable) shall be deemed to have responded negatively. In
the case of a Lender who does not elect to extend the Stated Termination Date
(including any Lender who fails to respond timely to such request, a
"Non-Extending Lender"), the Borrower may at its option (i) if Lenders whose
Voting Percentages aggregate to more than 50% shall have agreed to extend the
Stated Termination Date, terminate such Non-Extending Lender's Commitment and
reduce the Aggregate Commitments to equal the Commitments of the consenting
Lenders and repay the principal of the Revolving Loans of such Non-Extending
Lender, together with all interest thereon and all fees, costs and other
Obligations due to such non-extending Lender (including costs described in
Section 3.05), (ii) replace any Non-Extending Lender with a replacement Lender
pursuant to an assumption or assignment of such Non-Extending Lender's
Commitment to make Revolving Loans to such a replacement Lender in accordance
with Section 10.07 and the purchase by the replacement Lender of the Revolving
Loans owed to such Non-Extending Lender for a price equal to the principal of
the Revolving Loans of such Non-Extending Lender, plus all interest thereon and
all fees, costs and other Obligations due to such Non-Extending Lender
(including costs described in Section 3.05), or (iii) accept the offer of any
existing consenting Lender to increase its Commitment so as to replace the
Commitment of any Non-Extending Lender in accordance with Section 10.07 and to
purchase the Revolving Loans owed to the Non-Extending Lender for a price equal
to the principal of the Revolving Loans of such Non-Extending Lender, plus all
interest thereon and all fees, costs and other Obligations due to such
Non-Extending Lender (including costs described in Section 3.05). Upon either
(A) the consent of all the Lenders to the extension of the Aggregate Commitments
and the Stated Termination Date or (B) the satisfaction of conditions set forth
in any


                                       18

<PAGE>

of the foregoing clauses (i), (ii) or (iii), the Commitment of each
Lender consenting to the extension of its Commitments and the Stated Termination
Date shall be so extended, and the Administrative Agent shall notify the
Borrower and the Lenders of the new Stated Termination Date. Each Non-Extending
Lender shall, upon the satisfaction of the provisions set forth in any of
clauses (i), (ii) or (iii) above, cease to be a Lender hereunder, but shall
continue to be entitled to the benefits of Sections 3.07, 10.04 and 10.05.
No Lender shall have any obligation whatsoever to extend its Commitment to make
Revolving Loans or the Stated Termination Date (except as set forth in Section
2.04). If the Borrower shall fail to provide an Extension Certificate to the
Administrative Agent during the applicable Extension Request Period, the
Borrower shall be deemed to have elected not to extend the Commitments to make
Revolving Loans or the Stated Termination Date, except to the extent an
extension of the Stated Termination Date may have been requested pursuant to
Section 2.04.

         2.04 Conversion to Term Loans. The Borrower, at its sole option, may
elect to convert the Revolving Loans outstanding to Term Loans which will mature
on the first anniversary of the Stated Termination Date then in effect (but no
later than June 25, 2004). If the Borrower wishes to request that Term Loans be
made and the Stated Termination Date be so extended, it shall give written
notice to the Administrative Agent at least sixty (60) days prior to the Stated
Termination Date then in effect. The Administrative Agent shall notify the
Lenders of such request and, subject to the requirements of Section 4.02 and the
payment of the fee set forth in Section 2.09(d), the Lenders shall make such
Term Loans pursuant to Section 2.01(b) on the Stated Termination Date then in
effect (the "Term Loan Conversion Date"), which Term Loans shall be deemed to
repay the principal of the Revolving Loans outstanding on such date, and the
Stated Termination Date shall be extended for one year; provided that the Stated
Termination Date shall be no later than June 25, 2004.

         2.05 Prepayments.

         (a) The Borrower may, upon notice to the Administrative Agent, at any
time and from time to time, voluntarily prepay Loans, in whole or in part,
without premium or penalty; provided that (i) such notice must be received by
the Administrative Agent not later than 11:00 a.m., New York time, (A) three
Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B)
on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar
Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of
$1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall
be in a principal amount of $500,000 or a whole multiple of $100,000 in excess
thereof. Each such notice shall specify the date and amount of such prepayment
and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly
notify each Lender of its receipt of each such notice, and of such Lender's Pro
Rata Share of such prepayment. If such notice is given by the Borrower, the
Borrower shall make such prepayment, and the payment amount specified in such
notice shall be due and payable on, the date specified therein. Any prepayment
of a Eurodollar Rate Loan shall be accompanied by all accrued, unpaid interest
thereon, together with any additional amounts required pursuant to Section 3.05.
Each such prepayment shall be applied to the Loans of the Lenders in accordance
with their respective Pro Rata Shares.


                                       19

<PAGE>

         (b) [Intentionally Blank].

         (c) [Intentionally Blank].

         (d) If for any reason the Outstanding Amount at any time exceeds the
Aggregate Commitments then in effect, the Borrower shall immediately prepay
Loans in an aggregate amount equal to such excess.

         2.06 Reduction or Termination of Commitments. The Borrower may, upon
notice to the Administrative Agent, terminate the Aggregate Commitments, or
permanently reduce the Aggregate Commitments to an amount not less than the then
Outstanding Amount; provided that (i) any such notice shall be received by the
Administrative Agent not later than 11:00 a.m., New York time, five Business
Days prior to the date of termination or reduction, and (ii) any such partial
reduction shall be in an aggregate minimum amount of $5,000,000 or any whole
multiple of $1,000,000 in excess thereof. The Administrative Agent shall
promptly notify the Lenders of any such notice of reduction or termination of
the Aggregate Commitments. Once reduced in accordance with this Section, the
Aggregate Commitments may not be increased. Any reduction of the Aggregate
Commitments shall be applied to the Commitment of each Lender according to its
Pro Rata Share. All commitment fees accrued and unpaid as of the effective date
of any termination of the Aggregate Commitments shall be paid on the effective
date of such termination.

         2.07 Repayment of Loans. The Borrower shall repay to the Lenders on or
before the Maturity Date the aggregate principal amount of Loans outstanding on
such date.

         2.08 Interest.

         (a) Subject to the provisions of subsection (b) below, (i) each
Eurodollar Rate Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the Eurodollar
Rate for such Interest Period plus the Applicable Margin; and (ii) each Base
Rate Loan shall bear interest on the outstanding principal amount thereof from
the applicable borrowing date at a rate per annum equal to the Base Rate.

         (b) While any Default or Event of Default exists or after acceleration,
the Borrower shall pay interest on the principal amount of all outstanding
Obligations at a fluctuating interest rate per annum at all times equal to the
Default Rate, subject to Section 10.10. Accrued and unpaid interest on past due
amounts (including interest on past-due interest, subject to Section 10.10)
shall be due and payable upon demand.

         (c) Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

         2.09 Fees.

         The following fees shall be paid by the Borrower:


                                       20

<PAGE>

         (a) Commitment Fee. The Borrower shall pay to the Administrative Agent
for the account of each Lender in accordance with its Pro Rata Share, a
commitment fee (the "Commitment Fee") in an amount equal to (A) the percent set
forth in the Pricing Grid under the column entitled "Commitment Fee" as
applicable from time to time based on the applicable Pricing Level (determined
based on the Borrower's Debt Rating from time to time) times (B) the actual
daily amount by which the Aggregate Commitments exceed the Outstanding Amount on
each such day. The Commitment Fee shall be due and payable quarterly in arrears
on the last Business Day of each March, June, September and December prior to
the Revolving Loan Maturity Date, and on the Revolving Loan Maturity Date,
commencing with the first such quarterly date to occur after the Closing Date.
The Commitment Fee shall be calculated quarterly in arrears, and if there is any
change in the Debt Rating during any quarter, the Commitment Fee shall be
computed using the applicable percent set forth in the Pricing Grid under the
column entitled "Commitment Fee" separately for each period during such quarter
that each Pricing Level was in effect. The Commitment Fee shall accrue at all
times from and after the Closing Date until the Revolving Loan Maturity Date,
including at any time during which one or more of the conditions in Article IV
is not met.

         (b) Utilization Fee. The Borrower shall pay to the Administrative Agent
for the account of each Lender in accordance with its Pro Rata Share, for each
day during the period commencing on the Closing Date and ending on the Maturity
Date that the Combined Outstanding Amount exceeds 33% of the total amount of the
Combined Aggregate Commitments, a utilization fee (the "Utilization Fee") in an
amount equal to the product of (A) .125% times (B) the Outstanding Amount. The
Utilization Fee shall be due and payable quarterly in arrears on the last
Business Day of each March, June, September and December, commencing with the
first such date to occur after the Closing Date and on the Maturity Date.

         (c) Other Fees. The Borrower shall pay to the Arranger and/or the
Administrative Agent those fees described in the Fee Letter as and when the same
are due and payable.

         (d) Term Loan Extension Fee. The Borrower shall pay to the
Administrative Agent on the Term Loan Conversion Date for the account of each
Lender a one-time fee equal, in the aggregate, to .250% of the principal amount
of the Term Loans made to the Borrower by all such Lenders.

         2.10 Computation of Interest and Fees. Interest on Base Rate Loans
shall be calculated on the basis of a year of 365 or 366 days, as the case may
be, and the actual number of days elapsed. Subject to Section 10.10, computation
of all other types of interest and all fees shall be calculated on the basis of
a year of 360 days and the actual number of days elapsed, which results in a
higher yield to the payee thereof than a method based on a year of 365 or 366
days. Interest shall accrue on each Loan for the day on which the Loan is made,
and shall not accrue on a Loan, or any portion thereof, for the day on which the
Loan or such portion is paid, provided that any Loan that is repaid on the same
day on which it is made shall bear interest for one day.

         2.11 Evidence of Debt. The Loans made by each Lender shall be evidenced
by one or more accounts or records maintained by such Lender and by the
Administrative Agent in the


                                       21

<PAGE>

ordinary course of business. The accounts or records maintained by the
Administrative Agent and each Lender shall be conclusive absent manifest error
of the amount of the Loans made by the Lenders to the Borrower and the interest
and payments thereon. Any failure to so record or any error in doing so shall
not, however, limit or otherwise affect the obligation of the Borrower hereunder
to pay any amount owing with respect to the Loans. In the event of any conflict
between the accounts and records maintained by any Lender and the accounts and
records of the Administrative Agent in respect of such matters, the accounts and
records of such Lender shall control. Upon the request of any Lender made
through the Administrative Agent, such Lender's Loans may be evidenced by a Note
in addition to such accounts or records. Each Lender may attach schedules to its
Note(s) and endorse thereon the date, Type (if applicable), amount and maturity
of the applicable Loans and payments with respect thereto.

         2.12 Payments Generally.

         (a) All payments to be made by the Borrower shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein, all payments by the Borrower
hereunder shall be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the Administrative Agent's
Office in Dollars and in immediately available funds not later than 12:00 noon,
New York time, on the date specified herein. The Administrative Agent will
promptly distribute to each Lender its Pro Rata Share (or other applicable share
as provided herein) of such payment in like funds as received by wire transfer
to such Lender's Lending Office. All payments received by the Administrative
Agent after 12:00 noon, New York time, shall be deemed received on the next
succeeding Business Day and any applicable interest or fee shall continue to
accrue.

         (b) Subject to the definition of "Interest Period," if any payment to
be made by the Borrower shall come due on a day other than a Business Day,
payment shall be made on the next following Business Day, and such extension of
time shall be reflected in computing interest or fees, as the case may be.

         (c) If at any time insufficient funds are received by and available to
the Administrative Agent to pay fully all amounts of principal, interest and
fees then due hereunder, such funds shall be applied (i) first, toward costs and
expenses (including Attorney Costs and amounts payable under Article III)
incurred by the Administrative Agent and each Lender, (ii) second, toward
repayment of interest and fees then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of interest and fees then due to
such parties, and (iii) third, toward repayment of principal then due hereunder
or pursuant hereto, ratably among the parties entitled thereto in accordance
with the amounts of principal, then due to such parties.

         (d) Unless the Borrower or any Lender has notified the Administrative
Agent prior to the date any payment is required to be made by it to the
Administrative Agent hereunder, that the Borrower or such Lender, as the case
may be, will not make such payment, the Administrative Agent may assume that the
Borrower or such Lender, as the case may be, has timely made such payment and
may (but shall not be so required to), in reliance thereon, make available a
corresponding amount to the Person entitled thereto. If and to the extent that
such payment was not in fact made


                                       22

<PAGE>

to the Administrative Agent in immediately available funds, then: (i) if the
Borrower failed to make such payment, each Lender shall forthwith on demand
repay to the Administrative Agent the portion of such assumed payment that was
made available to such Lender in immediately available funds, together with
interest thereon in respect of each day from and including the date such amount
was made available by the Administrative Agent to such Lender to the date such
amount is repaid to the Administrative Agent in immediately available funds, at
the Federal Funds Rate from time to time in effect; and (ii) if any Lender
failed to make such payment, such Lender shall forthwith on demand pay to the
Administrative Agent the amount thereof in immediately available funds, together
with interest thereon for the period from the date such amount was made
available by the Administrative Agent to the Borrower to the date such amount is
recovered by the Administrative Agent (the "Compensation Period") at a rate per
annum equal to the Federal Funds Rate from time to time in effect. If such
Lender pays such amount to the Administrative Agent, then such amount shall
constitute such Lender's Revolving Loan included in the applicable Borrowing. If
such Lender does not pay such amount forthwith upon the Administrative Agent's
demand therefor, the Administrative Agent may make a demand therefor upon the
Borrower, and the Borrower shall pay such amount to the Administrative Agent,
together with interest thereon for the Compensation Period at a rate per annum
equal to the rate of interest applicable to the applicable Borrowing. Nothing
herein shall be deemed to relieve any Lender from its obligation to fulfill its
Commitment or to prejudice any rights which the Administrative Agent or the
Borrower may have against any Lender as a result of any default by such Lender
hereunder. A notice of the Administrative Agent to any Lender with respect to
any amount owing under this subsection (d) shall be conclusive, absent manifest
error.

         (e) If any Lender makes available to the Administrative Agent funds for
any Revolving Loan to be made by such Lender as provided in the foregoing
provisions of this Article II, and the conditions to the Revolving Loans as set
forth in Article IV are not satisfied or waived in accordance with the terms
hereof, the Administrative Agent shall return such funds (in like funds as
received from such Lender) to such Lender, without interest.

         (f) The obligations of the Lenders hereunder to make Loans are several
and not joint. The failure of any Lender to make any Loan or to fund any such
participation on any date required hereunder shall not relieve any other Lender
of its corresponding obligation to do so on such date, and no Lender shall be
responsible for the failure of any other Lender to so make its Loan.

         (g) Nothing herein shall be deemed to obligate any Lender to obtain the
funds for any Loan in any particular place or manner or to constitute a
representation by any Lender that it has obtained or will obtain the funds for
any Loan in any particular place or manner; provided, however, that the
foregoing shall not affect the obligation of any Lender to make, continue and
convert Loans in accordance with the terms and provisions hereof.

         2.13 Sharing of Payments. If, other than as expressly provided
elsewhere herein, any Lender shall obtain on account of the Loans made by it,
any payment (whether voluntary, involuntary, through the exercise of any right
of set-off, or otherwise) in excess of its ratable share (or other share
contemplated hereunder) thereof, such Lender shall immediately (a) notify the
Administrative Agent of such fact, and (b) purchase from the other Lenders such
participations in the Loans made by them, as shall be necessary to cause such
purchasing Lender to share the excess


                                       23

<PAGE>

payment in respect of such Loans pro rata with each of them; provided, however,
that if all or any portion of such excess payment is thereafter recovered from
the purchasing Lender, such purchase shall to that extent be rescinded, and each
other Lender shall repay to the purchasing Lender the purchase price paid
therefor, together with an amount equal to such paying Lender's ratable share
(according to the proportion of (i) the amount of such paying Lender's required
repayment to (ii) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in respect
of the total amount so recovered. The Borrower agrees that any Lender so
purchasing a participation from another Lender may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of
set-off, but subject to Section 10.09) with respect to such participation as
fully as if such Lender were the direct creditor of the Borrower in the amount
of such participation. The Administrative Agent will keep records (which shall
be conclusive and binding in the absence of manifest error) of participations
purchased under this Section and will in each case notify the Lenders following
any such purchases or repayments. Each Lender that purchases a participation
pursuant to this Section shall from and after such purchase have the right to
give all notices, requests, demands, directions and other communications under
this Agreement with respect to the portion of the Obligations purchased to the
same extent as though the purchasing Lender were the original owner of the
Obligations purchased.

         2.14 Increase in Commitments.

         (a) Provided there exists no Default or Event of Default, upon notice
to the Administrative Agent (which shall promptly notify the Lenders), the
Borrower may from time to time prior to the Term Loan Conversion Date (if any),
request an increase in the Aggregate Commitments provided that the cumulative
increase in the Combined Aggregate Commitments since the Closing Date shall not
exceed $150,000,000. At the time of sending such notice, the Borrower (in
consultation with the Administrative Agent) shall specify the time period within
which each Lender is requested to respond (which shall in no event be less than
ten Business Days from the date of delivery of such notice to the Lenders). Each
Lender shall notify the Administrative Agent within such time period whether or
not it agrees to increase its Commitment and, if so, whether by an amount equal
to, greater than, or less than its Pro Rata Share of such requested increase.
Any Lender not responding within such time period shall be deemed to have
declined to increase its Commitment. The Administrative Agent shall notify the
Borrower and each Lender of the Lenders' responses to each request made
hereunder. To achieve the full amount of a requested increase, the Borrower may
also invite additional Eligible Assignees to become Lenders pursuant to a
joinder agreement in form and substance reasonably satisfactory to the
Administrative Agent and its counsel.

         (b) If the Aggregate Commitments are increased in accordance with this
Section, the Administrative Agent and the Borrower shall determine the effective
date of each such increase (in each case, the "Increase Effective Date") and the
final allocation of such increase. The Administrative Agent shall promptly
notify the Borrower and the Lenders of the final allocation of such increase and
the Increase Effective Date. As a condition precedent to such increase, the
Borrower shall deliver to the Administrative Agent a certificate of the Borrower
dated as of the Increase Effective Date (in sufficient copies for each Lender)
signed by a Responsible Officer of the Borrower (i) certifying and attaching the
resolutions adopted by the Borrower approving or


                                       24

<PAGE>

consenting to such increase, and, (ii) including a Compliance Certificate
demonstrating pro forma compliance with Section 7.08 after giving effect to such
increase and (iii) certifying that, before and after giving effect to such
increase, the representations and warranties contained in Article V are true and
correct on and as of the Increase Effective Date and no Default or Event of
Default exists as of the Increase Effective Date. The Borrower shall deliver new
or amended Notes reflecting the increased Commitment of any Lender holding or
requesting a Note. The Administrative Agent shall distribute an amended Schedule
2.01 (which shall be deemed incorporated into this Agreement), to reflect any
changes therein resulting from such increase. The Borrower shall prepay any
Revolving Loans outstanding on the Increase Effective Date (and pay any
additional amounts required pursuant to Section 3.05) to the extent necessary to
keep the outstanding Revolving Loans ratable with any revised Pro Rata Shares
arising from any nonratable increase in the Commitments under this Section.

         (c) This Section shall supersede any provisions in Section 10.01 to the
contrary.


                                  ARTICLE III.
                     TAXES, YIELD PROTECTION AND ILLEGALITY

         3.01 Taxes.

         (a) Any and all payments by the Borrower to or for the account of the
Administrative Agent or any Lender under any Loan Document shall be made free
and clear of and without deduction for any and all Taxes. If the Borrower shall
be required by any Laws to deduct any Taxes from or in respect of any sum
payable under any Loan Document to the Administrative Agent or any Lender, (i)
the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section), the Administrative Agent and such Lender receives an amount
equal to the sum it would have received had no such deductions been made, (ii)
the Borrower shall make such deductions, (iii) the Borrower shall pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with applicable Laws, and (iv) within 30 days after the date of such
payment, the Borrower shall furnish to the Administrative Agent (which shall
forward the same to such Lender) the original or a certified copy of a receipt
evidencing payment thereof or other evidence of payment reasonably satisfactory
to the Administrative Agent.

         (b) In addition, the Borrower agrees to pay any and all present or
future stamp, court or documentary taxes and any other excise or property taxes
or charges or similar levies which arise from any payment made under any Loan
Document or from the execution, delivery, performance, enforcement or
registration of, or otherwise with respect to, any Loan Document (hereinafter
referred to as "Other Taxes").

         (c) If the Borrower shall be required to deduct or pay any Taxes or
Other Taxes from or in respect of any sum payable under any Loan Document to the
Administrative Agent or any Lender, the Borrower shall also pay to the
Administrative Agent (for the account of such Lender) or to such Lender, at the
time interest is paid, such additional amount that such Lender specifies is
necessary to preserve the after-tax yield (after factoring in all taxes,
including taxes imposed on or measured


                                       25

<PAGE>

by net income) such Lender would have received if such Taxes or Other Taxes had
not been imposed.

         (d) The Borrower agrees to indemnify the Administrative Agent and each
Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or
Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section) paid by the Administrative Agent and such Lender, (ii) amounts
payable under Section 3.01(c) and (iii) any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto, in each case
whether or not such Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority.

         (e) In the event the Administrative Agent or any Lender is required to
pay Taxes or Other Taxes for which the Administrative Agent or such Lender seeks
indemnity hereunder, the Agent or such Lender, as applicable, shall make written
demand to the Borrower, together with evidence in reasonable detail to
substantiate the same, no later than 180 days after paying such Taxes or Other
Taxes, and payment shall be made by the Borrower to the Lender or the
Administrative Agent, as the case may be, promptly after receipt of such written
demand.

         (f) Notwithstanding anything contained herein or elsewhere to the
contrary, the foregoing subsections of this Section 3.01 shall in no event be
applicable to Taxes or Other Taxes arising or imposed as a result of any
assignment to a Person who is not an Eligible Assignee.

         (g) If the Borrower is required to pay additional amounts to any Lender
or the Administrative Agent pursuant to this Section 3.01, then, upon the
written request of the Borrower, the Administrative Agent or such Lender, as the
case may be, shall use reasonable efforts (consistent with legal and regulatory
restrictions) to change the jurisdiction of its Lending Office so as to
eliminate any such additional payments by the Borrower which may thereafter
accrue, if such change in the judgment of such Lender or Administrative Agent,
as the case may be, is not otherwise disadvantageous to such Lender or
Administrative Agent, as the case may be.

         (h) If the Borrower at any time pays any amount under this Section 3.01
to the Administrative Agent or any Lender, and such payee receives a refund of
or credit for any part of any Taxes or Other Taxes with respect to which such
amount was paid by the Borrower, the Administrative Agent or such Lender, as the
case may be, shall pay to the Borrower the amount of such refund or credit
within 90 days following the receipt of such refund or credit by such payee,
together with a calculation in reasonable detail of such refund or credit.

         3.02 Illegality. If any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund
Eurodollar Rate Loans, or to determine or charge interest rates based upon the
Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through
the Administrative Agent, any obligation of such Lender to make or continue
Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans
shall be suspended until such Lender notifies the Administrative Agent and the
Borrower that the circumstances giving rise to such determination no longer
exist, which notification such Lender agrees to provide upon such circumstances
no longer


                                       26

<PAGE>

existing. Upon receipt of such notice, the Borrower shall, upon demand from such
Lender (with a copy to the Administrative Agent), prepay or, if applicable,
convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on
the last day of the Interest Period thereof, if such Lender may lawfully
continue to maintain such Eurodollar Rate Loans to such day, or immediately, if
such Lender may not lawfully continue to maintain such Eurodollar Rate Loans.
Upon any such prepayment or conversion, the Borrower shall also pay accrued
interest on the amount so prepaid or converted. Each Lender agrees to designate
a different Lending Office if such designation will avoid the need for such
notice and will not, in the good faith judgment of such Lender, otherwise be
materially disadvantageous to such Lender.

         3.03 Inability to Determine Rates. If the Administrative Agent
determines in connection with any request for a Eurodollar Rate Loan or a
conversion to or continuation thereof that (a) adequate and reasonable means do
not exist for determining the Eurodollar Rate for such Eurodollar Rate Loan, or
(b) the Eurodollar Rate for such Eurodollar Rate Loan does not adequately and
fairly reflect the cost to the Lenders of funding such Eurodollar Rate Loan, the
Administrative Agent will promptly notify the Borrower and all Lenders.
Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate
Loans shall be suspended until the Administrative Agent revokes such notice,
which notice Administrative Agent agrees to revoke upon (a) adequate and
reasonable means existing for determination of the Eurodollar Rate or (b) the
Eurodollar Rate's adequately and fairly reflecting the cost of funding
Eurodollar Rate Loans, as the case may be. Upon receipt of such notice, the
Borrower may revoke any pending request for a Borrowing, conversion or
continuation of Eurodollar Rate Loans or, failing that, will be deemed to have
converted such request into a request for a Borrowing of Base Rate Loans in the
amount specified therein.

         3.04 Increased Cost and Reduced Return; Capital Adequacy; Reserves on
Eurodollar Rate Loans.

         (a) If any Lender reasonably determines that as a result of the
introduction, or any change in or in the interpretation, of any Law or
requirements for such Lender's compliance therewith occurring after the Closing
Date, there shall be any increase in the cost (exclusive of any and all taxes
payable on the basis of gross or net income) to such Lender of agreeing to make
or maintaining Eurodollar Rate Loans, or a reduction in the amount received or
receivable by such Lender in connection with any of the foregoing (excluding for
purposes of this subsection (a) any such increased costs or reduction in amount
resulting from (i) Taxes or Other Taxes (as to which Section 3.01 shall govern)
and (ii) reserve requirements contemplated by Section 3.04(c)), then from time
to time upon demand of such Lender (with a copy of such demand to the
Administrative Agent), the Borrower shall pay to such Lender such additional
amounts as will compensate such Lender for such increased cost or reduction.

         (b) If any Lender reasonably determines that the introduction of any
Law regarding capital adequacy or any change therein or in the interpretation
thereof, or requirements for compliance by such Lender (or its Lending Office)
therewith occurring after the Closing Date, has the effect of reducing the rate
of return on the capital of such Lender or any corporation controlling such
Lender as a consequence of such Lender's obligations hereunder (taking into
consideration its policies with respect to capital adequacy and such Lender's
desired return on capital), then from time


                                       27

<PAGE>

to time upon demand of such Lender (with a copy of such demand to the
Administrative Agent), the Borrower shall pay to such Lender such additional
amounts as will compensate such Lender for such reduction.

         (c) The Borrower shall pay to each Lender, as long as such Lender shall
be required to maintain reserves with respect to liabilities or assets
consisting of or including Eurocurrency funds or deposits (currently known as
"Eurocurrency liabilities"), additional interest on the unpaid principal amount
of each Eurodollar Rate Loan equal to the actual costs of such reserves
allocated to such Loan by such Lender (as determined by such Lender in good
faith, which determination shall be conclusive absent manifest error), which
shall be due and payable on each date on which interest is payable on such Loan,
provided the Borrower shall have received at least 15 days' prior written notice
(with a copy to the Administrative Agent) of such additional interest from such
Lender. If a Lender fails to give notice 15 days prior to the relevant Interest
Payment Date, such additional interest shall be due and payable 15 days after
receipt of such notice.

         In the event any Lender requests compensation under this Section 3.04,
it shall make such request to the Borrower within 120 days after such Lender has
actual knowledge of such increased costs or such increased capital.

         3.05 Funding Losses. Upon written demand of any Lender (with a copy to
the Administrative Agent) from time to time, the Borrower shall promptly
compensate such Lender for, and hold such Lender harmless from, any loss, cost
or expense incurred by it as a result of: (a) any continuation, conversion,
payment or prepayment of any Loan other than a Base Rate Loan on a day other
than the last day of the Interest Period for such Loan (whether voluntary,
mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure
by the Borrower (for a reason other than the failure of such Lender to make a
Revolving Loan) to prepay, borrow, continue or convert any Loan other than a
Base Rate Loan on the date or in the amount notified by the Borrower; or (c) any
assignment of a Eurodollar Rate Loan on a day other than the last day of the
Interest Period therefor as a result of a request by the Borrower pursuant to
Section 10.16; including any loss or expense arising from the liquidation or
reemployment of funds obtained by it to maintain such Loan or from fees payable
to terminate the deposits from which such funds were obtained. The Borrower
shall also pay any customary administrative fees charged by such Lender in
connection with the foregoing. For purposes of calculating amounts payable by
the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed
to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for
such Loan by a matching deposit or other borrowing in the London interbank
eurodollar market for a comparable amount and for a comparable period, whether
or not such Eurodollar Rate Loan was in fact so funded. In no event, shall the
Borrower be liable for any consequential or indirect damages, including, without
limitation, loss of profits, pursuant to this Section 3.05.

         3.06 Matters Applicable to all Requests for Compensation.

         (a) All demands for compensation under Article III shall (i) be in
writing, (ii) shall set forth the additional amount or amounts to be paid to the
Administrative Agent or the Lender and be presented in reasonable detail and
(iii) shall be conclusive in the absence of manifest error. In


                                       28

<PAGE>

determining such amount, the Administrative Agent or such Lender may use any
reasonable averaging and attribution methods.

         (b) Upon any Lender's making a claim for compensation under Section
3.01 or 3.04, the Borrower may remove or replace such Lender in accordance with
Section 10.16.

         3.07 Survival. All of the Borrower's obligations under this Article III
shall survive termination of the Aggregate Commitments and repayment of all
other Obligations.


                                  ARTICLE IV.
                          CONDITIONS PRECEDENT TO LOANS

         4.01 Conditions of Initial Revolving Loans. The obligation of each
Lender to make its initial Revolving Loans hereunder is subject to satisfaction
of the following conditions precedent:

         (a) Unless waived by all the Lenders (or by the Administrative Agent
with respect to immaterial matters or items specified in clause (iv) or (v)
below with respect to which the Borrower has given assurances satisfactory to
the Administrative Agent that such items shall be delivered promptly following
the Closing Date), the Administrative Agent's receipt of the following, each of
which shall be originals or facsimiles (followed promptly by originals) unless
originals are provided pursuant to the Multi-Year Agreement or unless otherwise
specified, properly executed by a Responsible Officer of the Borrower to the
extent the Borrower's signature is required thereon, each dated the Closing Date
(or, in the case of certificates of governmental officials, a recent date before
the Closing Date) and each in form and substance reasonably satisfactory to the
Administrative Agent and its legal counsel:

             (i)   executed  counterparts of this Agreement,  sufficient in
         number for distribution to the Administrative  Agent, each Lender and
         the Borrower;

             (ii)  Notes executed by the Borrower in favor of each Lender
         requesting such a Note, each in a principal amount equal to such
         Lender's Commitment as of the Closing Date;

             (iii) [Intentionally Blank].

             (iv)  such certificates of resolutions or other action, incumbency
         certificates and/or other certificates of Responsible Officers of the
         Borrower as the Administrative Agent may reasonably require to
         establish the identities of and verify the authority and capacity of
         each Responsible Officer thereof authorized to act as a Responsible
         Officer in connection with this Agreement and the other Loan Documents
         to which the Borrower is a party;

             (v)   such evidence as the Administrative Agent may reasonably
         require to verify that the Borrower is duly organized or formed,
         validly existing, in good standing and qualified to engage in business
         in each jurisdiction in which it is required to be qualified to engage
         in business, including certified copies of the Borrower's Organization
         Documents, certificates of good standing and/or qualification to engage
         in business and tax clearance certificates;


                                       29

<PAGE>

             (vi)   a certificate signed by a Responsible Officer of the
         Borrower certifying (A) that the conditions specified in Sections
         4.02(a) and (b) have been satisfied, (B) that there has been no event
         or circumstance since the date of the Audited Financial Statements
         which has had a Material Adverse Effect; and (C) the current Debt
         Ratings;

             (vii)  an opinion of Andrews & Kurth, L.L.P., counsel to the
         Borrower, substantially in the form of Exhibit H-1;

             (viii) an opinion of Margaret B. Shannon, General Counsel of
         the Borrower, substantially in the form of Exhibit H-2;

             (ix)   evidence that the Multi-Year Credit Agreement has been or
         concurrently with the Closing Date is being executed by the parties
         thereto;

             (x)   such other certificates or documents as the Administrative
         Agent or the Majority Lenders may reasonably request;

         (b) Any fees required to be paid on or before the Closing Date shall
have been paid; and

         (c) Unless waived by the Administrative Agent, the Borrower shall have
paid all Attorney Costs of the Administrative Agent to the extent invoiced at
least three Business Days prior to the Closing Date.

         4.02 Conditions to all Loans.

         The obligation of each Lender to honor any Loan Notice (other than a
Loan Notice requesting only a conversion of Loans of one Type to the other Type
and/or a continuation of Loans as the same Type) or to honor a request of the
Borrower delivered pursuant to Section 2.04 is subject to the following
conditions precedent:

         (a) The representations and warranties of the Borrower contained in
Article V shall be true and correct on and as of the date of such Revolving
Loans or on the date of the making of the Term Loans, except to the extent that
such representations and warranties specifically refer to an earlier date, in
which case they shall be true and correct as of such earlier date;

         (b) No Default or Event of Default has occurred and is continuing or
would result from such proposed Loans; and

         (c) The Administrative Agent shall have received a Loan Notice in
accordance with the requirements of Section 2.02(a) or, for the conversion of
Revolving Loans to Term Loans, a written request of the Borrower delivered
pursuant to Section 2.04.

         Each Loan Notice (other than a Loan Notice requesting only a conversion
of Loans to the other Type or a continuation of Loans as the same Type)
submitted by the Borrower and any request of the Borrower delivered pursuant to
Section 2.04 shall be deemed to be a representation and


                                       30

<PAGE>

warranty that the conditions specified in Sections 4.02(a) and (b) have been
satisfied on and as of the date of the applicable Revolving Loans or Term Loans.


                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to the Administrative Agent and
the Lenders that:

         5.01  Existence, Qualification and Power; Compliance with Laws. The
Borrower and each of its Subsidiaries (a) is a corporation, partnership or
limited liability company duly organized or formed, validly existing and in good
standing under the Laws of the jurisdiction of its incorporation or
organization, (b) has all requisite power and authority and all governmental
licenses, authorizations, consents and approvals to own its assets, carry on its
business and to execute, deliver, and perform its obligations under the Loan
Documents to which it is a party, (c) is duly qualified and is licensed and in
good standing under the Laws of each jurisdiction where its ownership, lease or
operation of properties or the conduct of its business requires such
qualification or license, and (d) is in compliance with all Laws, except in each
case referred to in the foregoing clauses (b) and (c) or this clause (d), to the
extent that failure to do so would not reasonably be expected to have a Material
Adverse Effect.

         5.02  Authorization; No Contravention. The execution, delivery and
performance by the Borrower of each Loan Document to which it is a party, the
Borrowings hereunder, and the use of proceeds of Borrowings, have been duly
authorized by all necessary corporate action, and do not and will not (a)
contravene the terms of any of the Borrower's Organization Documents; (b)
conflict with or result in any breach or contravention of, in any material
respect, any document evidencing any material Contractual Obligation to which
the Borrower or any of its Subsidiaries is a party or any material order,
injunction, writ or decree of any Governmental Authority to which the Borrower
or its property is subject; (c) result in the creation of any Lien under any
such document except Liens permitted by Section 7.01 or (d) violate in any
material respect any Law.

         5.03  Governmental Authorization. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority is necessary or required in connection with the
execution, delivery or performance by, or enforcement against, the Borrower of
this Agreement or any other Loan Document.

         5.04  Binding Effect. This Agreement has been, and each other Loan
Document, when delivered hereunder, will have been, duly executed and delivered
by the Borrower. This Agreement constitutes, and each other Loan Document when
so delivered will constitute, a legal, valid and binding obligation of the
Borrower, enforceable against the Borrower in accordance with their respective
terms, except as enforceability may be limited by applicable Debtor Relief Laws
or by equitable principles.


                                       31

<PAGE>

         5.05  Financial Statements; No Material Adverse Effect.

         (a)   The Audited Financial Statements (i) were prepared in accordance
with GAAP, except as otherwise expressly noted therein; and (ii) fairly present
the financial condition of the Borrower and its Consolidated Subsidiaries as of
the date thereof and their results of operations for the period covered thereby
in accordance with GAAP, except as otherwise expressly noted therein.

         (b)   The unaudited consolidated financial statements of the Borrower
and its Consolidated Subsidiaries dated March 31, 2001, and the related
consolidated statements of income or operations, shareholders' equity and cash
flows for the fiscal quarter ended on that date (i) were prepared in accordance
with GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein and subject to ordinary year end audit
adjustments and the addition of footnotes; and (ii) fairly present the
financial condition of the Borrower and its Consolidated Subsidiaries as of the
date thereof and their results of operations for the period covered thereby,
subject to ordinary year-end audit adjustments and the addition of footnotes.

         (c)   Since the date of the Audited Financial Statements, there has
 been no event or circumstance that has had a Material Adverse Effect.

         5.06  Litigation. Except as set forth in Schedule 5.06, to the best
knowledge of the Borrower, there are no actions, suits, proceedings, claims or
disputes pending, threatened or contemplated, at law, in equity, in arbitration
or before any Governmental Authority, by or against the Borrower or any of its
Subsidiaries or against any of their properties or revenues that (a) purport to
affect or pertain to this Agreement or any other Loan Document or any of the
transactions contemplated hereby, or (b) in which there is a reasonable
probability of an adverse decision which would reasonably be expected to have a
Material Adverse Effect.

         5.07  No Default. No Default or Event of Default has occurred and is
continuing or would result from the consummation of the transactions
contemplated by this Agreement or any other Loan Document.

         5.08  Environmental Compliance. The Borrower and its Subsidiaries
conduct in the ordinary course of business a review of the effect of existing
Environmental Laws and claims alleging potential liability or responsibility for
violation of any Environmental Law on their respective businesses, operations
and properties, and as a result thereof, the Borrower has reasonably concluded
that, except as disclosed in Schedule 5.08, such Environmental Laws and claims
would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

         5.09  Insurance. Except as disclosed in Schedule 5.09, the properties
of the Borrower and its Subsidiaries are insured with financially sound and
reputable insurance companies not Affiliates of the Borrower, in such amounts,
with such deductibles or such self-insured retention levels and covering such
risks as are customarily carried by companies engaged in similar businesses and
owning similar properties in localities where the Borrower or its Subsidiaries
operate.


                                       32

<PAGE>

         5.10  Taxes. The Borrower and its Subsidiaries have filed all Federal,
state and other material tax returns and reports required to be filed, and have
paid all Federal, state and other material taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable, except those which are being contested in good
faith by appropriate proceedings and for which adequate reserves have been
provided in accordance with GAAP. To the knowledge of the Borrower and its
Subsidiaries, there is no proposed tax assessment against the Borrower or any
Subsidiary that, if made, would reasonably be expected to have a Material
Adverse Effect.

         5.11  ERISA Compliance.

         (a)   Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other Federal or state Laws, except
to the extent that the failure to be in compliance would not reasonably be
expected to have a Material Adverse Effect. Each Plan that is intended to
qualify under Section 401(a) of the Code has received a favorable determination
letter from the IRS or an application for such a letter is currently being
processed by (or is still within the applicable remedial amendment period for
filing with) the IRS with respect thereto and, to the knowledge of the Borrower,
nothing has occurred which would prevent, or cause the loss of, such
qualification. Except as set forth in Schedule 5.11, the Borrower and each ERISA
Affiliate have made all required contributions to each Plan subject to Section
412 of the Code other than any failures that would not reasonably be expected to
have a Material Adverse Effect, and no application for a funding waiver or an
extension of any amortization period pursuant to Section 412 of the Code has
been made with respect to any Plan.

         (b)   To the knowledge of the Borrower, there are no pending or
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan that could reasonably be expected to have a Material
Adverse Effect. There has been no prohibited transaction or violation of the
fiduciary responsibility rules with respect to any Plan that has resulted, or
would reasonably be expected to result, in a Material Adverse Effect.

         5.12  Subsidiaries. As of the Closing Date, the Borrower has no
Subsidiaries other than those disclosed in Schedule 5.12 and has no equity
investments in any other corporation or entity other than those disclosed in
Schedule 5.12.

         5.13  Margin Regulations; Investment Company Act; Public Utility
               Holding Company Act.

         (a)   The proceeds of the Loans are to be used only for the purposes
set forth in Section 6.10. The Borrower is not engaged principally in the
business of purchasing or carrying margin stock (within the meaning of
Regulation U issued by the FRB), or extending credit for the purpose of
purchasing or carrying margin stock.

         (b)   None of the Borrower, any Person controlling the Borrower, or any
Subsidiary (i) 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


                                       33

<PAGE>

the Public Utility Holding Company Act of 1935, or (ii) is or is required to be
registered as an "investment company" under the Investment Company Act of 1940.

         5.14  Disclosure. No statement, information, report, representation, or
warranty made by the Borrower in any Loan Document or furnished to the
Administrative Agent or any Lender by or on behalf of the Borrower pursuant to
any Loan Document, taken as a whole, contains any untrue statement of a material
fact or omits any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading, in each case as of the date when made or delivered.

         5.15  Intellectual Property; Licenses, Etc. The Borrower and its
Subsidiaries own, or possess the right to use, all of the material trademarks,
service marks, trade names, copyrights, patents, patent rights, franchises,
licenses and other intellectual property rights (collectively, "IP Rights") that
are reasonably necessary for the operation of their respective businesses,
without conflict in any material respect with the rights of any other Person. To
the best knowledge of the Borrower, no material slogan or other advertising
device, product, process, method, substance, part or other material now
employed, or now contemplated to be employed, by the Borrower or any Subsidiary
infringes in any material respect upon any material rights held by any other
Person. Except as specifically disclosed in Schedule 5.15, no claim or
litigation regarding any of the foregoing is pending or, to the best knowledge
of the Borrower, threatened which claim or litigation would reasonably be
expected to have a Material Adverse Effect.


                                   ARTICLE VI.
                              AFFIRMATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder or any Loan
or other Obligation shall remain unpaid or unsatisfied, the Borrower shall, and
shall (except in the case of the covenants set forth in Sections 6.01, 6.02,
6.03 and 6.10) cause each Subsidiary to, unless the Majority Lenders waive
compliance in writing:

         6.01  Financial Statements. Deliver to the Administrative Agent and
each Lender, in form and detail reasonably satisfactory to the Administrative
Agent and the Majority Lenders:

               (a) as soon as available, but in any event within 90 days after
          the end of each fiscal year of the Borrower, (i) a consolidated
          balance sheet of the Borrower and its Consolidated Subsidiaries as of
          the end of such fiscal year, and the related consolidated statements
          of income or operations, shareholders' equity and cash flows for such
          fiscal year, setting forth in each case in comparative form the
          figures for the previous fiscal year, audited and accompanied by a
          report and opinion of an independent certified public accountant of
          nationally recognized standing (the "Independent Auditor"), which
          report and opinion shall be prepared in accordance with GAAP and shall
          not be subject to any material qualifications; and

               (b) as soon as available, but in any event within 45 days after
          the end of each of the first three fiscal quarters of each fiscal year
          of the Borrower, an unaudited consolidated balance sheet of the
          Borrower and its Consolidated Subsidiaries as at the end of such
          fiscal quarter, and the related


                                       34

<PAGE>

consolidated statements of income or operations, shareholders' equity and cash
flows for such fiscal quarter all such statements to be certified by a
Responsible Officer of the Borrower as fairly presenting the financial
condition, results of operations and cash flows of the Borrower and its
Consolidated Subsidiaries in accordance with GAAP, subject only to normal
year-end audit adjustments and the addition of footnotes.

         6.02  Certificates; Other Information. Deliver to the Administrative
Agent and each Lender:

         (a)   concurrently with the delivery of the financial statements
referred to in Sections 6.01(a) and (b), a duly completed Compliance
Certificate signed by a Responsible Officer of the Borrower setting forth in
reasonable detail such calculations needed to establish compliance with the
financial covenants set orth in Section 7.08;

         (b)   promptly after the same are available, copies of all financial
statements and other reports or communications sent to the stockholders of the
Borrower, and copies of all annual, regular, periodic and special reports and
registration statements (including Forms 10K, 10Q and 8K) which the Borrower may
file or be required to file with the Securities and Exchange Commission under
Section 13 or 15(d) of the Exchange Act, and not otherwise required to be
delivered to the Administrative Agent pursuant hereto; and

         (c)   promptly, such additional information regarding the business,
financial or corporate affairs of the Borrower or any Subsidiary as the
Administrative Agent, at the reasonable request of any Lender, may from time to
time request in form and detail reasonably satisfactory to the Administrative
Agent and the Majority Lenders.


         6.03  Notices.

         Promptly notify the Administrative Agent:

               (a) of the occurrence of any Default or Event of Default, upon
          any Responsible Officer becoming aware of same;

               (b) of any matter that has resulted, or which would reasonably be
          expected to result, in a Material Adverse Effect, including any of the
          following that has resulted or which would reasonably be expected to
          result in a Material Adverse Effect: (i) breach or non-performance of,
          or any default under, a Contractual Obligation of the Borrower or any
          Subsidiary; (ii) any dispute, litigation, investigation, proceeding or
          suspension between the Borrower or any Subsidiary and any Governmental
          Authority; or (iii) the commencement of, or any material development
          in, any litigation or proceeding affecting the Borrower or any
          Subsidiary, including pursuant to any applicable Environmental Laws;

               (c) of the occurrence of any ERISA Event; and

               (d) of any announcement by Moody's or S&P of (i) any change in a
          Debt Rating or (ii) possible change in a Debt Rating.


                                       35

<PAGE>

         Each notice pursuant to this Section shall be accompanied by a
statement of a Responsible Officer of the Borrower setting forth details of the
occurrence referred to therein and stating what action the Borrower has taken
and proposes to take with respect thereto. Each notice pursuant to Section
6.03(a) shall describe with particularity any and all provisions of this
Agreement or other Loan Document that have been breached.

         6.04  Preservation of Existence, Etc. Preserve, renew and maintain in
full force and effect its legal existence and good standing under the Laws of
the jurisdiction of its organization; take all reasonable action to maintain all
rights, privileges, permits, licenses and franchises necessary or desirable in
the normal conduct of its business, except in connection with any transaction
permitted by Sections 7.03 or 7.04 and preserve or renew all of its registered
patents, trademarks, trade names and service marks, the non-preservation of
which, in any of the foregoing cases, would reasonably be expected to have a
Material Adverse Effect.

         6.05  Maintenance of Properties. (a) Maintain, preserve and protect all
of its material properties and equipment necessary in the operation of its
business in good working order and condition, ordinary wear and tear excepted,
so that its business may be properly conducted at all times, except where the
maintenance and preservation of such property, in the good faith business
judgment of the Borrower or the applicable Subsidiary, is no longer in the best
interests of the Borrower and its Subsidiaries, taken as a whole, and (b) use in
the operation and maintenance of such properties and equipment the standard of
care typical for the industry in the locations where such properties and
equipment are located.

         6.06  Maintenance of Insurance. Maintain with financially sound and
reputable insurance companies, 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 in similar location, of such
types and in such amounts and subject to such deductibles or self-insured
retention levels as are customarily carried under similar circumstances by such
other Persons.

         6.07  Compliance with Laws. Comply in all material respects with the
requirements of all Laws applicable to it or to its business or property, except
in such instances in which (i) such requirement of Law is being contested in
good faith or a bona fide dispute exists with respect thereto or (ii) the
failure to comply therewith would not reasonably be expected to have a Material
Adverse Effect.

         6.08  Books and Records. Maintain proper books of record and account,
in which entries in conformity with GAAP shall be made of all financial
transactions and matters involving the assets and business of the Borrower or
such Subsidiary, as the case may be.

         6.09  Inspection Rights. Permit representatives and independent
contractors of the Administrative Agent and each Lender to visit and inspect any
of its properties, to examine its corporate, financial and operating records,
and make copies thereof or abstracts therefrom, and to discuss its affairs,
finances and accounts with its directors, officers, and independent public
accountants, all at such reasonable times during normal business hours and as
often as may be reasonably desired, upon reasonable advance notice to the
Borrower; provided, however, that during


                                       36

<PAGE>

the continuance of an Event of Default, the Administrative Agent or any Lender
may do any of the foregoing at the expense of the Borrower and provided,
further, that if no Event of Default shall then exist, the foregoing shall be
done and undertaken at the expense of the Administrative Agent or such Lender,
as the case may be.

         6.10  Use of Proceeds. Use the proceeds of the Loans for working
capital, commercial paper backup, refinancing of existing indebtedness, capital
expenditures, acquisitions, and other general corporate purposes not in
contravention of any Law.

                                  ARTICLE VII.
                               NEGATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder or any Loan
or other Obligation shall remain unpaid or unsatisfied, the Borrower shall not,
nor shall it permit any Subsidiary to, directly or indirectly, unless the
Majority Lenders waive compliance in writing:

          7.01 Liens. Create, incur, assume or suffer to exist, any Lien upon
     any of its property, assets or revenues, whether now owned or hereafter
     acquired, other than the following:

               (a) Liens pursuant to any Loan Document (as defined herein) or
          pursuant to any "Loan Document" (as defined in the Multi-Year Credit
          Agreement);

               (b) Liens existing on the date hereof and listed on Schedule 7.01
          and any renewals, extensions, refinancings, rearrangements and other
          similar modifications thereof, provided that the property covered
          thereby is not increased relative to property covered thereby at the
          time of such renewal, extension, refinancing, rearrangement or other
          similar modification;

               (c) Liens for taxes, assessments, and other governmental charges
          or levies not yet due or which are being contested in good faith and
          by appropriate proceedings, if adequate reserves with respect thereto
          are maintained on the books of the applicable Person in accordance
          with, and to the extent required by, GAAP;

               (d) carriers', landlords', warehousemen's, mechanics',
          materialmen's, repairmen's, vendors', laborers', workers' or other
          like Liens arising in the ordinary course of business which are not
          overdue for a period of more than 30 days or which are being contested
          in good faith and by appropriate proceedings, if adequate reserves as
          required under GAAP with respect thereto are maintained on the books
          of the applicable Person;

               (e) pledges or deposits in the ordinary course of business in
          connection with workers' compensation, unemployment insurance,
          pensions or other social security benefits or obligations or public or
          statutory obligations;

               (f) deposits or pledges to secure, or otherwise in connection
          with, the performance of bids, trade contracts (other than for
          borrowed money), leases, statutory obligations, surety bonds, appeal,
          supersedeas and other bonds in connection with judicial or
          administrative proceedings, performance bonds and other obligations of
          a like nature incurred in the ordinary course of business;


                                       37

<PAGE>

         (g)   zoning restrictions, easements, rights-of-way, restrictions,
licenses, conditions, permits and other similar encumbrances affecting real
property or minor irregularities in title thereto which, in the aggregate, are
not substantial in amount, and which do not in any case materially detract from
the value of the property subject thereto or materially interfere with the
ordinary conduct of the business of the applicable Person;

         (h)   inchoate Liens arising under ERISA to secure current service
pension liabilities as the same are incurred under the provisions of Pension
Plans from time to time in effect;

         (i)   Liens arising by operation of law for master's and crew's wages
and other maritime liens arising by operation of law which are incurred in the
ordinary course of business;

         (j)   attachment Liens and other Liens securing judgments in an
aggregate amount not in excess of $50,000,000 (except to the extent covered by
independent third-party insurance as to which the insurer has acknowledged in
writing its obligation to cover), unless any such judgment remains undischarged
for a period of more than 45 consecutive days during which execution is not
effectively stayed;

         (k)   rights of lessees or sublessees under leases or subleases of
property, whether real, personal or mixed, to other Persons, if such leases or
subleases are not prohibited by Sections 7.03;

         (l)   purchase money security interests on any property acquired or
held by the Borrower or its Subsidiaries in the ordinary course of business,
securing Indebtedness incurred or assumed for the purpose of financing all or
any part of the cost of acquiring such property and any renewals, extensions,
refinancings rearrangements or other similar modifications thereof; provided
that, (i) such Lien attaches solely to the property so acquired in such
transaction, and (ii) the aggregate principal amount of the Indebtedness
secured by any and all such purchase money security interests shall not at any
time exceed the purchase price of such property acquired;

         (m)   statutory and common law rights of setoff, and rights of setoff
under general depository agreements and under reimbursement agreements executed
in connection with letters of credit issued for the account of the Borrower or a
Subsidiary, with respect to financial institution depository accounts maintained
by the Borrower or any Subsidiary in the ordinary course of business, which
accounts (i) remain (subject to such rights of setoff) at all times under the
dominion and control of the Borrower or such Subsidiary and (ii) are not at any
time subject to any balance requirements or other Liens of any kind;

         (n)   contractual rights of set-off in general depository accounts
granted to financial institutions pursuant to guarantees of Indebtedness (or
other obligations) of the Borrower or any Subsidiary otherwise permitted by this
Agreement, provided that the Borrower (or the applicable Subsidiary) maintains
(subject to such right of set-off) dominion and control over such account(s);

         (o)   Liens on cash collateral in respect of letters of credit and
agreements pursuant to which the same are issued;


                                       38

<PAGE>

         (p)  Liens on assets or other property existing at the time such assets
or other property were acquired by the Borrower or any Subsidiary (whether
acquired directly or acquired indirectly by the purchase or other acquisition of
another Person); provided that such Liens were not created in contemplation of,
or to finance, such acquisition of such assets or other property by the Borrower
or any Subsidiary;

         (q)   Liens on assets or other property of the Borrower or any
Subsidiary, other than stock of Subsidiaries, not permitted by the foregoing
clauses (a)-(p); provided, that the aggregate consolidated book value of all
such assets encumbered at any one time shall not exceed 10% of the Borrower's
Consolidated Net Worth.

         7.02  Subsidiary Indebtedness. The Borrower agrees that it shall not
permit any Subsidiary to create, incur or suffer to exist any Indebtedness,
except Indebtedness in an aggregate amount for all such Subsidiaries at no time
to exceed 10% of Consolidated Net Worth at the time of determination. For
purposes of determining the amount of "Indebtedness" under this Section 7.02,
any guaranties issued by a Subsidiary with respect to Indebtedness of the
Borrower shall constitute "Indebtedness" of such Subsidiary.

         7.03  Fundamental Changes. Merge, consolidate with or into, or convey,
transfer, lease or otherwise dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to or in favor of any Person, except that:

          (a) any Subsidiary may merge with (i) the Borrower, provided that the
     Borrower shall be the continuing or surviving Person, or (ii) any one or
     more Subsidiaries, provided that when any wholly-owned Subsidiary is
     merging with another Subsidiary, the wholly-owned Subsidiary shall be the
     continuing or surviving Person;

          (b) any Subsidiary may sell all or substantially all of its assets
     (upon voluntary liquidation or otherwise) to the Borrower or to another
     Subsidiary; provided that if the seller in such a transaction is a
     wholly-owned Subsidiary, then the purchaser must also be a wholly-owned
     Subsidiary;

          (c) any Subsidiary or the Borrower may merge or consolidate with
     another Person; provided that (x) the Borrower or the Subsidiary involved
     in the merger or the consolidation is the surviving corporation; and (y)
     immediately prior to and after giving effect to such merger or
     consolidation, there exists no Default or Event of Default.

         7.04  Change in Nature of Business. Engage in any material line of
business substantially different from the Permitted Business.

         7.05  Transactions with Affiliates. Enter into any transaction of any
kind with any Affiliate of the Borrower (other than a Subsidiary), other than
upon fair and reasonable terms no less favorable to the Borrower or such
Subsidiary than would be obtained in a comparable arm's-length transaction with
a Person not an Affiliate of the Borrower or such Subsidiary.


                                       39

<PAGE>

         7.06  Use of Proceeds. Use the proceeds of any Loan, whether directly
or indirectly, and whether immediately, incidentally or ultimately, to purchase
or carry margin stock (within the meaning of Regulation U of the FRB) in
violation of Regulation U or to extend credit to others for the purpose of
purchasing or carrying margin stock or to refund indebtedness originally
incurred for such purpose.

         7.07  Subsidiary Distributions. Be a party to or enter into any
agreement, instrument or other document which prohibits or restricts in any way,
or to otherwise, directly or indirectly, create or cause or suffer to exist or
become effective any encumbrance or restriction on the ability of any Subsidiary
to (i) pay dividends or make any other distributions in respect of its capital
stock or any other equity interest or participation in any Subsidiary, or pay or
repay any Indebtedness owed to the Borrower or any Subsidiary, (ii) make loans
or advances to the Borrower or (iii) transfer any of its properties or assets to
the Borrower or any Subsidiary (subject to the rights of any holder of a Lien on
any such properties or assets which Lien is a Permitted Lien). Notwithstanding
the foregoing, this Section 7.07 shall not prohibit a Foreign Subsidiary from
entering into or being a party to agreements of the type customarily entered
into by Persons engaged in the same or similar business under similar
circumstances in such countries.

         7.08  Financial Covenants.

         (a)   Interest Coverage Ratio. Permit the Interest Coverage Ratio as of
the end of any fiscal quarter to be less than 3.75:1.00.

         (b)   Capitalization Ratio. Permit the Capitalization Ratio, expressed
as a percentage, as of the end of any fiscal quarter to be greater than 50%.

                                 ARTICLE VIII.
                         EVENTS OF DEFAULT AND REMEDIES

     8.01 Events of Default. Any of the following shall constitute an Event of
Default:

          (a) Non-Payment. The Borrower fails to pay (i) when and as the same
     become due, any amount of principal of any Loan, or (ii) within five (5)
     Business Days after the same becomes due, any interest on any Loan, any
     Commitment Fee, any Utilization Fee or other fee due hereunder, or any
     other amount payable hereunder or under any other Loan Document; or

          (b) Specific Covenants. The Borrower fails to perform or observe any
     term, covenant or agreement contained in any of Section 6.03(a), 6.04,
     6.10, Section 7.06 or 7.07; or

          (c) Other Defaults. The Borrower fails to perform or observe any other
     covenant or agreement (not specified in subsection (a) or (b) above)
     contained in any Loan Document on its part to be performed or observed and
     such failure continues for 30 days after the date upon which written notice
     thereof is given to the Borrower by the Administrative Agent or any Lender;
     or

          (d) Representations and Warranties. Any representation or warranty
     made or deemed made by the Borrower herein or in any other Loan Document,
     or in any document delivered pursuant


                                       40

<PAGE>

hereto or thereto proves to have been incorrect in any material respect as of
the date when made or deemed made; or

         (e)   Cross-Default. The Borrower or any Subsidiary (A) fails to make
any payment when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise but after the giving of any required notice
and the expiration of any applicable grace period) in respect of any
Indebtedness or Guaranty Obligation (other than Indebtedness hereunder) having
an aggregate principal amount (including undrawn committed or available amounts
and including amounts owing to all creditors under any combined or syndicated
credit arrangement) of more than $50,000,000 or (B) fails to observe or perform
any other agreement or condition contained in any instrument or agreement
evidencing or securing the same, the effect of which default or other event is
to cause, or to permit the holder or holders of such Indebtedness or the
beneficiary or beneficiaries of such Guaranty Obligation (or a trustee or agent
on behalf of such holder or holders or beneficiary or beneficiaries) to cause,
with the giving of notice if required and after the expiration of any applicable
grace period, if any, such Indebtedness to be demanded or to become due or to be
repurchased or redeemed prior to its stated maturity, or such Guaranty
Obligation to become payable or cash collateral in respect thereof to be
demanded; or

         (f)   Insolvency Proceedings, Etc. The Borrower or any of its Material
Subsidiaries institutes or consents to the institution of any proceeding under
any Debtor Relief Law, or makes an assignment for the benefit of creditors; or
applies for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or
any material part of its property; or any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer is appointed without
the application or consent of such Person and the appointment continues
undischarged or unstayed for 60 calendar days; or any proceeding under any
Debtor Relief Law relating to any such Person or to all or any part of its
property is instituted without the consent of such Person and continues
undismissed or unstayed for 60 calendar days, or an order for relief is entered
in any such proceeding; or

         (g)   Inability to Pay Debts; Attachment. (i) The Borrower or any
Material Subsidiary becomes unable, admits in writing its inability, or fails
generally to pay its debts as they become due, or (ii) any writ or warrant of
attachment or execution or similar process is issued or levied against all or
any material part of the property of any such Person and is not released,
vacated or fully bonded within 60 days after its issue or levy; or

         (h)   Judgments. There is entered against the Borrower or any Material
Subsidiary (i) a final judgment or order for the payment of money in an
aggregate amount exceeding $50,000,000 (to the extent not covered by independent
third-party insurance as to which the insurer does not dispute coverage) or (ii)
any non-monetary final judgment that has, or would reasonably be expected to
have, a Material Adverse Effect and, in either case, (A) enforcement proceedings
are commenced by any creditor upon such judgment or order, or (B) there is a
period of 30 consecutive days during which a stay of enforcement of such
judgment, by reason of a pending appeal or otherwise, is not in effect; or


                                       41

<PAGE>

         (i)   ERISA. (i) An ERISA Event occurs with respect to a Pension Plan
or Multiemployer Plan which has resulted in liability of the Borrower under
Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an
aggregate amount in excess of $35,000,000 and such liability is not paid when
due after the expiration of any applicable grace period, or (ii) the Borrower
or any ERISA Affiliate fails to pay when due, after the expiration of any
applicable grace period, any installment payment with respect to its withdrawal
liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate
amount in excess of $35,000,000; or

         (j)  Invalidity of Loan Documents. Any Loan Document, at any time after
its execution and delivery and for any reason other than the agreement of all
the Lenders or satisfaction in full of all the Obligations, ceases to be in full
force and effect, or is declared by a court of competent jurisdiction to be null
and void, invalid or unenforceable in any respect; or the Borrower denies that
it has any or further liability or obligation under any Loan Document, or
purports to revoke, terminate or rescind this Agreement or any Note; or

         (k)   Change of Control. There occurs any Change of Control.

         8.02  Remedies Upon Event of Default. If any Event of Default occurs,
the Administrative Agent shall, at the request of, or may, with the consent of,
the Majority Lenders:

         (a)   declare the commitment of each Lender to make Revolving Loans and
to make its Term Loan to be terminated, whereupon such commitments and
obligations shall be terminated;

         (b)  declare the unpaid principal balance of all outstanding Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived by the Borrower (except as otherwise expressly set
forth herein); and

         (c)   [Intentionally Blank].

         (d)   exercise on behalf of itself and the Lenders all rights and
remedies available to it and the Lenders under the Loan Documents or applicable
law;

provided, however, that upon the occurrence of any event specified in subsection
(f) of Section 8.01 (and the expiry of any applicable grace period, or other
time set forth therein), the obligation of each Lender to make Revolving Loans
and its Term Loan shall automatically terminate, the unpaid principal amount of
all outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable, in each case without further act of the
Administrative Agent or any Lender.


                                       42

<PAGE>

                                  ARTICLE IX.
                              ADMINISTRATIVE AGENT

     9.01 Appointment and Authorization of Administrative Agent.

     (a) Each Lender hereby irrevocably appoints, designates and authorizes the
Administrative Agent to take such action on its behalf under the provisions of
this Agreement and each other Loan Document and to exercise such powers and
perform such duties as are expressly delegated to it by the terms of this
Agreement or any other Loan Document, together with such powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
contained elsewhere herein or in any other Loan Document, the Administrative
Agent shall not have any duties or responsibilities, except those expressly set
forth herein or in the other Loan Documents, nor shall the Administrative Agent
have or be deemed to have any fiduciary relationship with any Lender or
participant, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or any other Loan
Document or otherwise exist against the Administrative Agent. Without limiting
the generality of the foregoing sentence, the use of the term "agent" herein and
in the other Loan Documents with reference to the Administrative Agent is not
intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable law. Instead, such term is used
merely as a matter of market custom, and is intended to create or reflect only
an administrative relationship between independent contracting parties.

     (b) [Intentionally Blank].

     9.02 Delegation of Duties. The Administrative Agent may execute any of its
duties under this Agreement or any other Loan Document by or through agents,
employees or attorneys-in-fact and shall be entitled to advice of counsel and
other consultants or experts concerning all matters pertaining to such duties.
The Administrative Agent shall not be responsible for the negligence or
misconduct of any agent or attorney-in-fact that it selects in the absence of
gross negligence or willful misconduct.

     9.03 Liability of Administrative Agent. No Agent-Related Person shall (a)
be liable to any Lender or Participant for any action taken or omitted to be
taken by such Agent-Related Person under or in connection with this Agreement or
any other Loan Document or the transactions contemplated hereby (except for its
own gross negligence or willful misconduct in connection with its duties
expressly set forth herein), or (b) be responsible in any manner to any Lender
or participant for any recital, statement, representation or warranty made by
the Borrower or any officer thereof, contained herein or in any other Loan
Document, or in any certificate, report, statement or other document referred to
or provided for in, or received by the Administrative Agent under or in
connection with, this Agreement or any other Loan Document, or the validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document, or for any failure of the Borrower or any other party
to any Loan Document to perform its obligations hereunder or thereunder. No
Agent-Related Person shall be under any obligation to any Lender or participant
to ascertain or to inquire as to the observance or performance of any of the
agreements


                                       43

<PAGE>

contained in, or conditions of, this Agreement or any other Loan Document, or to
inspect the properties, books or records of the Borrower or any Affiliate
thereof.

         9.04  Reliance by Administrative Agent.

         (a)   The Administrative Agent shall be entitled to rely, and shall be
fully protected in relying, upon any writing, communication, signature,
resolution, representation, notice, consent, certificate, affidavit, letter,
telegram, facsimile, telex or telephone message, statement or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons, and upon advice and statements of
legal counsel, independent accountants and other experts selected by the
Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under any Loan Document unless it shall
first receive such advice or concurrence of the Majority Lenders as it deems
appropriate and, if it so requests, it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action. The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement or any other Loan Document in
accordance with a request or consent of the Majority Lenders or all the Lenders,
if required hereunder, and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Lenders and participants. Where
this Agreement expressly permits or prohibits an action unless the Majority
Lenders otherwise determine, the Administrative Agent shall, and in all other
instances, the Administrative Agent may, but shall not be required to, initiate
any solicitation for the consent or a vote of the Lenders.

         (b)   For purposes of determining compliance with the conditions
specified in Section 4.01, each Lender that has signed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter either sent by the Administrative Agent to such Lender
for consent, approval, acceptance or satisfaction, or required thereunder to be
consented to or approved by or acceptable or satisfactory to a Lender.

         9.05  Notice of Default. The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of
Default, except with respect to defaults in the payment of principal, interest
and fees required to be paid to the Administrative Agent for the account of the
Lenders, unless the Administrative Agent shall have received written notice
from a Lender or the Borrower referring to this Agreement, describing such
Default or Event of Default and stating that such notice is a "notice of
default" or such Default or Event of Default shall be set out in a Compliance
Certificate. The Administrative Agent will notify the Lenders of its receipt of
any such notice. The Administrative Agent shall take such action with respect
to such Default or Event of Default in accordance with Article VIII as may be
directed by the Majority Lenders; provided, however, that unless and until the
Administrative Agent has received any such direction, the Administrative Agent
may (but shall not be obligated to) take such action, or refrain from taking
such action, with respect to such Default or Event of Default as it shall deem
advisable or in the best interest of the Lenders.

         9.06  Credit Decision; Disclosure of Information by Administrative
Agent. Each Lender acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that


                                       44

<PAGE>

no act by the Administrative Agent hereafter taken, including any consent to and
acceptance of any assignment or review of the affairs of the Borrower or any
Affiliate thereof, shall be deemed to constitute any representation or warranty
by any Agent-Related Person to any Lender as to any matter, including whether
Agent-Related Persons have disclosed material information in their possession.
Each Lender represents to the Administrative Agent that it has, independently
and without reliance upon any Agent-Related Person and based on such documents
and information as it has deemed appropriate, made its own appraisal of and
investigation into the business, prospects, operations, property, financial and
other condition and creditworthiness of the Borrower and the Subsidiaries, and
all applicable bank or other regulatory Laws relating to the transactions
contemplated hereby, and made its own decision to enter into this Agreement and
to extend credit to the Borrower hereunder. Each Lender also represents that it
will, independently and without reliance upon any Agent-Related Person and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Loan Documents, and to make
such investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Borrower. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the
Administrative Agent herein, the Administrative Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the business, prospects, operations, property, financial and other
condition or creditworthiness of the Borrower or any of its Affiliates which may
come into the possession of any Agent-Related Person.

         9.07  Indemnification of Administrative Agent. Whether or not the
transactions contemplated hereby are consummated, the Lenders shall indemnify
upon demand each Agent-Related Person (to the extent not reimbursed by or on
behalf of the Borrower and without limiting the obligation of the Borrower to do
so in accordance with this Agreement), pro rata, and hold harmless each
Agent-Related Person from and against any and all Indemnified Liabilities
incurred by it; provided, however, that no Lender shall be liable for the
payment to any Agent-Related Person of any portion of such Indemnified
Liabilities determined in a final, nonappealable judgment by a court of
competent jurisdiction to have been caused primarily by such Person's own gross
negligence or willful misconduct; provided, however, that no action taken in
accordance with the directions of the Majority Lenders shall be deemed to
constitute gross negligence or willful misconduct for purposes of this Section.
Without limitation of the foregoing, each Lender shall reimburse the
Administrative Agent upon demand for its ratable share of any costs or
out-of-pocket expenses (including Attorney Costs and costs and expenses in
connection with the use of internet, IntraLinks or other similar information
transmission systems in connection with this Agreement) incurred by the
Administrative Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, any other Loan Document, or
any document contemplated by or referred to herein, to the extent that the
Administrative Agent is not reimbursed for such expenses by or on behalf of the
Borrower. The undertaking in this Section shall survive termination of the
Aggregate Commitments, the payment of all Obligations hereunder and the
resignation or replacement of the Administrative Agent.


                                       45

<PAGE>

         9.08  Administrative Agent in its Individual Capacity. Bank of America
and its Affiliates may make loans to, issue letters of credit for the account
of, accept deposits from, acquire equity interests in and generally engage in
any kind of banking, trust, financial advisory, underwriting or other business
with the Borrower and their respective Affiliates as though Bank of America were
not the Administrative Agent hereunder and without notice to or consent of the
Lenders. The Lenders acknowledge that, pursuant to such activities, Bank of
America or its Affiliates may receive information regarding the Borrower or its
Affiliates (including information that may be subject to confidentiality
obligations in favor of the Borrower or such Affiliate) and acknowledge that the
Administrative Agent shall be under no obligation to provide such information to
them. With respect to its Loans, Bank of America shall have the same rights and
powers under this Agreement as any other Lender and may exercise such rights and
powers as though it were not the Administrative Agent, and the terms "Lender"
and "Lenders" include Bank of America in its individual capacity.

         9.09  Successor Administrative Agent. The Administrative Agent may
resign as Administrative Agent upon 30 days' notice to the Lenders. If the
Administrative Agent resigns under this Agreement, the Majority Lenders shall
prior to the effective date of such resignation appoint from among the Lenders a
successor administrative agent for the Lenders, the appointment of which
successor administrative agent shall be subject to the consent of the Borrower
at all times other than during the existence of an Event of Default (which
consent of the Borrower shall not be unreasonably withheld or delayed). Upon the
acceptance of its appointment as successor administrative agent hereunder, (a)
the Person acting as such successor administrative agent shall succeed to all
the rights, powers and duties of the retiring Administrative Agent, and the term
"Administrative Agent" shall mean such successor administrative agent, and (b)
the retiring Administrative Agent's appointment, powers and duties as
Administrative Agent shall be terminated without any other or further act or
deed on the part of such retiring Administrative Agent or any other Lender.
After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Article IX and Sections 10.05 and
10.13 shall inure to its benefit as to any actions taken or omitted to be taken
by it while it was Administrative Agent under this Agreement. If no successor
administrative agent has accepted appointment as Administrative Agent by the
date which is 30 days following a retiring Administrative Agent's notice of
resignation, the retiring Administrative Agent's resignation shall nevertheless
thereupon become effective, and the Lenders shall perform all of the duties of
the Administrative Agent hereunder until such time, if any, as the Majority
Lenders appoint a successor agent as provided for above.

         9.10  Other Agents; Arranger. None of the Lenders identified on the
facing page or signature pages of this Agreement as a "co-syndication agent,"
"co-documentation agent," "book manager" or "lead arranger" shall have any
right, power, obligation, liability, responsibility or duty under this Agreement
other than those applicable to all Lenders as such. Without limiting the
foregoing, none of the Lenders so identified shall have or be deemed to have any
fiduciary relationship with any Lender. Each Lender acknowledges that it has not
relied, and will not rely, on any of the Lenders so identified in deciding to
enter into this Agreement or in taking or not taking action hereunder.


                                       46

<PAGE>

                                   ARTICLE X.
                                  MISCELLANEOUS

         10.01 Amendments, Etc. No amendment or waiver of any provision of this
Agreement or any other Loan Document, and no consent to any departure by the
Borrower therefrom, shall be effective unless in writing and signed by the
Majority Lenders (or by the Administrative Agent at the written request of the
Majority Lenders) and the Borrower and acknowledged by the Administrative Agent,
and each such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given; provided, however, that no such
amendment, waiver or consent shall, unless in writing and signed by each of the
Lenders directly affected thereby and by the Borrower, and acknowledged by the
Administrative Agent, do any of the following:

          (a) extend or increase the Commitment of any Lender (or reinstate any
     Commitment terminated pursuant to Section 8.02), except for any such
     extension or increase made in accordance with Section 2.14;

          (b) postpone any date fixed by this Agreement or any other Loan
     Document for any payment or mandatory prepayment of principal, interest,
     fees or other amounts due to the Lenders (or any of them) hereunder or
     under any other Loan Document;

          (c) reduce the principal of, or the rate of interest specified herein
     on, any Loan, or (subject to the proviso below) any fees or other amounts
     payable hereunder or under any other Loan Document, or change the manner of
     determining the Applicable Margin that would result in a reduction of any
     interest rate on any Loan or any fee; provided, however, that only the
     consent of the Majority Lenders shall be necessary to amend the definition
     of "Default Rate" or to waive any obligation of the Borrower to pay
     interest at the Default Rate;

          (d) change the percentage of the Aggregate Commitments or of the
     aggregate unpaid principal amount of the Loans which is required for the
     Lenders or any of them to take any action hereunder;

          (e) change the Pro Rata Share or Voting Percentage of any Lender
     (except for any change resulting from Sections 2.14 or 3.06(b)); or

          (f) amend this Section, or Section 2.13, or any provision herein
     providing for consent or other action by all the Lenders;

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the Administrative Agent in addition to the Majority
Lenders or each directly-affected Lender, as the case may be, affect the rights
or duties of the Administrative Agent under this Agreement or any other Loan
Document; and (ii) the Fee Letter may be amended, or rights or privileges
thereunder waived, in a writing executed only by the respective parties thereto.
Notwithstanding anything to the contrary herein, any Lender that has a Voting
Percentage of zero shall not have any right to approve or disapprove any
amendment, waiver or consent hereunder, except that the Pro Rata Share


                                       47

<PAGE>

of such Lender may not be increased (except for any such increase resulting from
Section 2.14 or 3.06(b)) without the consent of such Lender.

         10.02 Notices and Other Communications; Facsimile Copies.

         (a)   General. Unless otherwise expressly provided herein, all notices
and other communications provided for hereunder shall be in writing (including
by facsimile transmission) and mailed, faxed or delivered, to the address,
facsimile number or (subject to subsection (c) below) electronic mail address
specified for notices on Schedule 10.02; or, in the case of the Borrower or the
Administrative Agent, to such other address as shall be designated by such party
in a notice to the other parties, and in the case of any other party, to such
other address as shall be designated by such party in a notice to the Borrower
and the Administrative Agent. All such notices and other communications shall be
deemed to be given or made upon the earlier to occur of (i) actual receipt by
the intended recipient and (ii) (A) if delivered by hand or by courier, when
signed for by the intended recipient; (B) if delivered by mail, four Business
Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile,
when sent and receipt thereof has been confirmed by telephone; and (D) if
delivered by electronic mail (which form of delivery is subject to the
provisions of subsection (c) below), when delivered; provided, however, that
notices and other communications to the Administrative Agent pursuant to Article
II shall not be effective until actually received by such Person. Any notice or
other communication permitted to be given, made or confirmed by telephone
hereunder shall be given, made or confirmed by means of a telephone call to the
intended recipient at the telephone number specified on Schedule 10.02, it being
understood and agreed that a voicemail message shall in no event be effective as
a notice, communication or confirmation hereunder.

         (b)   Effectiveness of Facsimile Documents and Signatures. Loan
Documents may be transmitted and/or signed by facsimile. The effectiveness of
any such documents and signatures shall, subject to applicable Law, have the
same force and effect as manually-signed originals and shall be binding on the
Borrower, the Administrative Agent and each of the Lenders. The Administrative
Agent may also require that any such documents and signatures be confirmed by a
manually-signed original thereof; provided, however, that the failure to request
or deliver the same shall not limit the effectiveness of any facsimile document
or signature.

         (c)   Limited Use of Electronic Mail. Electronic mail and internet and
intranet websites may be used only to distribute routine communications, such as
financial statements and other information, and to distribute Loan Documents for
execution by the parties thereto, and may not be used for any other purpose.

         (d)   Reliance by Administrative Agent and Lenders. The Administrative
Agent and the Lenders shall be entitled to rely and act upon any notices
(including telephonic Loan Notices) purportedly given by or on behalf of the
Borrower even if (i) such notices were not made in a manner specified herein,
were incomplete or were not preceded or followed by any other form of notice
specified herein, or (ii) the terms thereof, as understood by the recipient,
varied from any confirmation thereof, except to the extent such reliance thereon
or taking of action constitutes gross negligence or willful misconduct. The
Borrower shall indemnify each Agent-Related Person and


                                       48

<PAGE>

each Lender from all losses, costs, expenses and liabilities resulting from the
reliance by such Person on each notice purportedly given by or on behalf of the
Borrower, except to the extent such reliance constitutes gross negligence or
willful misconduct. All telephonic notices to and other communications with the
Administrative Agent may be recorded by the Administrative Agent, and each of
the parties hereto hereby consents to such recording.

         10.03 No Waiver; Cumulative Remedies. No failure by any Lender or the
Administrative Agent to exercise, and no delay by any such Person in exercising,
any right, remedy, power or privilege hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein or therein provided are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law.

         10.04 Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to
pay or reimburse the Administrative Agent for all reasonable third party
out-of-pocket costs and expenses incurred by it in connection with the
preparation, negotiation and execution of this Agreement and the other Loan
Documents and any amendment, waiver, consent or other modification of the
provisions hereof and thereof (whether or not the transactions contemplated
hereby or thereby are consummated) and the consummation and administration of
the transactions contemplated hereby and thereby, including all Attorney Costs
and costs and expenses in connection with the use of internet, IntraLinks or
other similar information transmission systems in connection with this Agreement
and (b) during the existence of an Event of Default or after acceleration of the
Obligations, to pay or reimburse the Administrative Agent and each Lender for
all reasonable third party out-of-pocket costs and expenses incurred in
connection with the enforcement, attempted enforcement, or preservation of any
rights or remedies under this Agreement or the other Loan Documents (including
all such costs and expenses incurred during any "workout" or restructuring in
respect of the Obligations and during any legal proceeding, including any
proceeding under any Debtor Relief Law), including all Attorney Costs. The costs
and expenses described in the foregoing clauses (a) and (b) shall include all
search, filing, recording, title insurance and appraisal charges and fees and
taxes related thereto and other out-of-pocket expenses incurred by the
Administrative Agent and the reasonable cost of independent public accountants
and other outside experts retained by the Administrative Agent or any Lender
during the existence of an Event of Default or after acceleration of the
Obligations. The agreements in this Section shall survive the termination of the
Aggregate Commitments and repayment of all other Obligations.

         10.05 Indemnification by the Borrower. Whether or not the transactions
contemplated hereby are consummated, the Borrower agrees to indemnify, save and
hold harmless each Agent-Related Person, each Lender and their respective
Affiliates, directors, officers, employees, agents and attorneys-in-fact
(collectively the "Indemnitees") from and against: (a) any and all claims,
demands, actions or causes of action that may at any time (including at any time
following repayment of the Obligations and the resignation or removal of the
Administrative Agent or the replacement of any Lender) be asserted or imposed
against any Indemnitee, arising out of or relating to, the Loan Documents, any
Commitment or the use or contemplated use of the proceeds of any Loan; (b) any
administrative or investigative proceeding by any Governmental Authority arising
out


                                       49

<PAGE>

of or related to a claim, demand, action or cause of action described in
subsection (a) above; and (c) any and all liabilities (including liabilities
under indemnities), losses, and reasonable out-of-pocket third party costs or
expenses (including Attorney Costs) that any Indemnitee suffers or incurs as a
result of the assertion of any foregoing claim, demand, action, cause of action
or proceeding, or as a result of the preparation of any defense in connection
with any foregoing claim, demand, action, cause of action or proceeding, in all
cases, whether or not arising out of the negligence of an Indemnitee, and
whether or not an Indemnitee is a party to such claim, demand, action, cause of
action or proceeding (all the foregoing, collectively, the "Indemnified
Liabilities"); provided that no Indemnitee shall be entitled to indemnification
for any of the foregoing to the extent the same arise from its own gross
negligence or willful misconduct or for any loss asserted against it by another
Indemnitee. No Indemnitee shall be liable for any damages arising from the use
by others of any information or other materials obtained through internet,
Intralinks or other similar information transmission systems in connection with
this Agreement. The agreements in this Section shall survive the termination of
the Aggregate Commitments and repayment of all other Obligations.

         10.06 Payments Set Aside. To the extent that the Borrower makes a
payment to the Administrative Agent or any Lender, or the Administrative Agent
or any Lender exercises its right of set-off, and such payment or the proceeds
of such set-off or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent or such Lender in its
discretion) to be repaid to a trustee, receiver or any other party, in
connection with any proceeding under any Debtor Relief Law or otherwise, then
(a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such set-off had not occurred, and (b)
each Lender severally agrees to pay to the Administrative Agent upon demand its
applicable share of any amount so recovered from or repaid by the Administrative
Agent, plus interest thereon from the date of such demand to the date such
payment is made at a rate per annum equal to the Federal Funds Rate from time to
time in effect.

         10.07 Successors and Assigns.

         (a)   The provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that the Borrower may not assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of
the Administrative Agent and each Lender (and any attempted assignment or
transfer by the Borrower without such consent shall be null and void) and
assignments by any Lender shall be subject to the terms and provisions of
Section 10.07(b). Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, to the extent of the rights
expressly set forth in subsection (d) of this Section 10.07, any Participant,
and to the extent expressly contemplated hereby, the Indemnitees) any legal or
equitable right, remedy or claim under or by reason of this Agreement.

         (b)   Any Lender may assign to one or more Eligible Assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Revolving Loans at the time owing to it);
provided that (i) except in the case of an assignment of the


                                       50

<PAGE>

entire remaining amount of the assigning Lender's Commitment and the Loans at
the time owing to it or in the case of an assignment to a Lender or an Affiliate
of a Lender or an Approved Fund with respect to a Lender, the aggregate amount
of the Commitment (which for this purpose includes Loans outstanding thereunder)
subject to each such assignment, determined as of the date the Assignment and
Assumption Agreement with respect to such assignment is delivered to the
Administrative Agent, shall not be less than $5,000,000 unless each of the
Administrative Agent and, so long as no Event of Default has occurred and is
continuing, the Borrower otherwise consents (each such consent not to be
unreasonably withheld or delayed), (ii) each partial assignment shall be made as
an assignment of a proportionate part of all the assigning Lender's rights and
obligations under this Agreement with respect to the Loans or the Commitment
assigned, and (iii) the parties to each assignment shall execute and deliver to
the Administrative Agent and the Borrower an Assignment and Assumption
Agreement, together with a processing and recordation fee to the Administrative
Agent of $3,500; provided, however, that in the event a Lender assigns less than
all of its interests hereunder, it shall retain a commitment of not less than
$10,000,000 after the consummation of the assignment; provided, further, that
the Borrower and the Administrative Agent may continue to deal solely and
directly with an assigning Lender until an assignment and assumption in the form
of Exhibit F (and a Note if requested by the Eligible Assignee), together with
payment instructions, addresses and related information with respect to the
assignee shall have been provided to the Borrower and the Administrative Agent.
Subject to acceptance and recording thereof by the Administrative Agent pursuant
to subsection (c) of this Section, from and after the effective date specified
in each Assignment and Assumption Agreement, the Eligible Assignee thereunder
shall be a party hereto and, to the extent of the interest assigned by such
Assignment and Assumption Agreement, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Assumption Agreement, be
released from its obligations under this Agreement (and, in the case of an
Assignment and Assumption Agreement covering all of the assigning Lender's
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections 3.07,
10.04 and 10.05). Upon request, the Borrower (at its expense) shall execute and
deliver new or replacement Notes to the assigning Lender and the assignee
Lender. Any assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this subsection shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with subsection (d) of this Section.

         (c)   The Administrative Agent, acting solely for this purpose as an
agent of the Borrower, shall maintain at the Administrative Agent's Office a
copy of each Assignment and Assumption Agreement delivered to it and a register
for the recordation of the names and addresses of the Lenders, and the
Commitments of, and principal amount of the Loans owing to, each Lender pursuant
to the terms hereof from time to time (the "Register"). The entries in the
Register shall be conclusive absent manifest error, and the Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by the Borrower and any Lender, at
any reasonable time and from time to time upon reasonable prior notice.


                                       51

<PAGE>

         (d)   Any Lender may, without the consent of, or notice to, the
Borrower or the Administrative Agent, sell participations to one or more banks
or other entities (a "Participant") in all or a portion of such Lender's rights
and/or obligations under this Agreement (including all or a portion of its
Commitment and/or the Loans owing to it); provided that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Borrower, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any
amendment, waiver or other modification that would (i) postpone any date upon
which any payment of money is scheduled to be paid to such Participant, or
(ii) reduce the principal, interest, fees or other amounts payable to such
Participant. Subject to subsection (e) of this Section, the Borrower agrees
that each Participant shall be entitled to the benefits of Sections 3.01,
3.04 and 3.05 to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to subsection (b) of this Section. To the
extent permitted by law, each Participant also shall be entitled to the
benefits of Section 10.09 as though it were a Lender, provided such Participant
agrees to be subject to Section 2.13 as though it were a Lender.

         (e)   A Participant shall not be entitled to receive any greater
payment under Section 3.01 3.04 or 10.09 than the applicable Lender would have
been entitled to receive with respect to the participation sold to such
Participant, except to the extent, if any, Borrower shall expressly agree
otherwise in a written agreement executed by Borrower prior to the sale of the
participation to such Participant. A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 3.01
unless the Borrower is notified of the participation sold to such Participant,
such Participant agrees, for the benefit of the Borrower, to comply with
Section 10.15 as though it were a Lender, and Borrower expressly agrees in
writing that such Participant shall be entitled to the benefits of Section 3.01.

         (f)   Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement (including under its
Note, if any) to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank; provided that no
such pledge or assignment shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto or otherwise adversely affect the rights of the Borrower hereunder.

         (g)   As used herein, the following terms have the following meanings:

               "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a
         Lender; (c) an Approved Fund; and (d) any other Person (other than a
         natural Person) approved by (i) the Administrative Agent and (ii)
         unless (A) such Person is taking delivery of an assignment in
         connection with physical settlement of a credit derivatives transaction
         or (B) an Event of Default has occurred and is continuing, the Borrower
         (each such approval referred to in


                                       52

<PAGE>

         clauses (i) and (ii) not to be unreasonably withheld or delayed);
         provided, however, that a proposed assignee which would otherwise be
         an Eligible Assignee hereunder is not an Eligible Assignee unless such
         assignee is a U.S.  resident for U.S. tax purposes or such  proposed
         assignee complies with Section 10.15.

               "Fund" means any Person (other than a natural Person) that is
         (or will be) engaged in making, purchasing, holding or otherwise
         investing in commercial loans and similar extensions of credit in the
         ordinary course of its business.

               "Approved Fund" means any Fund that is administered or managed
         by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an
         Affiliate of an entity that administers or manages a Lender.

         10.08 Confidentiality. Each of the Administrative Agent and the Lenders
agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors with a need to know such Information in the exercise of their
professional duties (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential); (b) to the
extent requested by any regulatory authority with jurisdiction; (c) to the
extent required by applicable laws or regulations or by any subpoena or similar
legal process; (d) to any other party to this Agreement; (e) in connection with
the exercise of any remedies hereunder or any suit, action or proceeding
relating to this Agreement or the enforcement of rights hereunder in each case,
after the occurrence of, and during the continuation of an Event of Default or
after acceleration of the Obligations; (f) subject to an agreement containing
provisions substantially the same as those of this Section, to (i) any Eligible
Assignee of or Participant in, or any prospective Eligible Assignee of or
Participant in, any of its rights or obligations under this Agreement or (ii)
any direct or indirect contractual counterparty or prospective counterparty (or
such contractual counterparty's or prospective counterparty's professional
advisor with a need to know such Information in the exercise of its professional
duties) to any credit derivative transaction relating to obligations of the
Borrower; (g) with the prior written consent of the Borrower; (h) to the extent
such Information (i) becomes publicly available other than as a result of a
breach of this Section or (ii) becomes available to the Administrative Agent or
any Lender on a nonconfidential basis from a source other than the Borrower; or
(i) to the National Association of Insurance Commissioners or any other similar
organization or any nationally recognized rating agency that requires access to
information about a Lender's or its Affiliates' investment portfolio in
connection with ratings issued with respect to such Lender or its Affiliates. In
addition, the Administrative Agent and the Lenders may disclose the existence of
this Agreement and information about this Agreement to market data collectors,
similar service providers to the lending industry, and service providers to the
Administrative Agent and the Lenders in connection with the administration and
management of this Agreement, the other Loan Documents, the Commitments, and the
Loans. For the purposes of this Section, "Information" means all information
received from the Borrower relating to the Borrower other than any such
information that is available to the Administrative Agent or any Lender on a
nonconfidential basis prior to disclosure by the Borrower; provided that,


                                       53

<PAGE>

in the case of information received from the Borrower after the date hereof,
such information is clearly identified in writing at the time of delivery as
confidential.

         10.09 Set-off. In addition to any rights and remedies of the Lenders
provided by law, upon the occurrence and during the continuance of any Event of
Default, each Lender is authorized at any time and from time to time, without
prior notice to the Borrower, any such notice being waived by the Borrower to
the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held by,
and other indebtedness at any time owing by, such Lender to or for the credit or
the account of the Borrower against any and all Obligations owing to such
Lender, now or hereafter existing, irrespective of whether or not the
Administrative Agent or such Lender shall have made demand under this Agreement
or any other Loan Document and although such Obligations may be contingent or
unmatured. Each Lender agrees promptly to notify the Borrower and the
Administrative Agent after any such set-off and application made by such Lender;
provided, however, that the failure to give such notice shall not affect the
validity of such set-off and application.

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

         10.11 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         10.12 Integration. This Agreement, together with the other Loan
Documents, comprises the complete and integrated agreement of the parties with
respect to the subject matter hereof and thereof and supersedes all prior
agreements, written or oral, with respect to such subject matter. In the event
of any conflict between the provisions of this Agreement and those of any other
Loan Document, the provisions of this Agreement shall control; provided that the
inclusion of supplemental rights or remedies in favor of the Administrative
Agent or the Lenders in any other Loan Document shall not be deemed a conflict
with this Agreement. Each Loan Document was drafted with the joint participation
of the respective parties thereto and shall be construed neither against nor in
favor of any party, but rather in accordance with the fair meaning thereof.

         10.13 Survival of Representations and Warranties. All representations
and warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or


                                       54

<PAGE>

in connection herewith or therewith shall survive the execution and delivery
hereof and thereof. Such representations and warranties have been or will be
relied upon by the Administrative Agent and each Lender, regardless of any
investigation made by the Administrative Agent or any Lender or on their behalf
and shall continue in full force and effect as of the date made as long as any
Loan or any other Obligation shall remain unpaid or unsatisfied.

         10.14 Severability. Any provision of this Agreement and the other Loan
Documents to which the Borrower is a party that 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 thereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

         10.15 Foreign Lenders. Each Lender that is a "foreign corporation,
partnership or trust" within the meaning of the Code (a "Foreign Lender") shall
deliver to the Administrative Agent, prior to receipt of any payment subject to
withholding under the Code (or upon accepting an assignment of an interest
herein), two duly signed completed copies of either IRS Form W-8BEN or any
successor thereto (relating to such Person and entitling it to an exemption
from, or reduction of, withholding tax on all payments to be made to such Person
by the Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor
thereto (relating to all payments to be made to such Person by the Borrower
pursuant to this Agreement) or such other evidence satisfactory to the Borrower
and the Administrative Agent that such Person is entitled to an exemption from,
or reduction of, U.S. withholding tax. Thereafter and from time to time, each
such Person shall (a) promptly submit to the Administrative Agent such
additional duly completed and signed copies of one of such forms (or such
successor forms as shall be adopted from time to time by the relevant United
States taxing authorities) as may then be available under then current United
States laws and regulations to avoid, or such evidence as is satisfactory to the
Borrower and the Administrative Agent of any available exemption from or
reduction of, United States withholding taxes in respect of all payments to be
made to such Person by the Borrower pursuant to this Agreement, (b) promptly
notify the Administrative Agent of any change in circumstances which would
modify or render invalid any claimed exemption or reduction, and (c) take such
steps as shall not be materially disadvantageous to it, in the reasonable
judgment of such Lender, and as may be reasonably necessary (including the
re-designation of its Lending Office) to avoid any requirement of applicable
Laws that the Borrower make any deduction or withholding for taxes from amounts
payable to such Person. If such Person fails to deliver the above forms or other
documentation, then the Administrative Agent may withhold from any interest
payment to such Person an amount equivalent to the applicable withholding tax
imposed by Sections 1441 and 1442 of the Code, without reduction. If any
Governmental Authority asserts that the Administrative Agent did not properly
withhold any tax or other amount from payments made in respect of such Person,
such Person shall indemnify the Administrative Agent therefor, including all
penalties and interest, any taxes imposed by any jurisdiction on the amounts
payable to the Administrative Agent under this Section, and costs and expenses
(including Attorney Costs) of the Administrative Agent. The obligation of the
Lenders under this Section shall survive the termination of the Aggregate
Commitments, repayment of all Obligations and the resignation or replacement of
the Administrative Agent.

         10.16 Removal and Replacement of Lenders.

                                       55

<PAGE>

         (a)   Under any circumstances set forth herein providing that the
Borrower shall have the right to remove or replace a Lender as a party to this
Agreement, the Borrower may, upon notice to such Lender and the Administrative
Agent, (i) remove such Lender by terminating such Lender's Commitment or (ii)
replace such Lender by causing such Lender to assign its Commitment (without
payment of any assignment fee) pursuant to Section 10.07(b) to one or more other
Lenders or Eligible Assignees procured by the Borrower. The Borrower shall (x)
pay in full all principal, interest, fees and other amounts owing to such Lender
through the date of removal or replacement (including any amounts payable
pursuant to Section 3.05), and (y) release such Lender from its obligations
under the Loan Documents. Any Lender being replaced shall execute and deliver an
Assignment and Assumption Agreement with respect to such Lender's Commitment and
outstanding Loans. The Administrative Agent shall distribute an amended Schedule
2.01, which shall be deemed incorporated into this Agreement, to reflect changes
in the identities of the Lenders and adjustments of their respective Commitments
and/or Pro Rata Shares resulting from any such removal or replacement.

         (b)   In order to make all the Lenders' interests in any outstanding
Loans ratable in accordance with any revised Pro Rata Shares after giving effect
to the removal or replacement of a Lender, the Borrower shall pay or prepay, if
necessary, on the effective date thereof, all outstanding Loans of all Lenders,
together with any amounts due under Section 3.05. The Borrower may then request
Loans from the Lenders in accordance with their revised Pro Rata Shares. The
Borrower may net any payments required hereunder against any funds being
provided by any Lender or Eligible Assignee replacing a terminating Lender. The
effect for purposes of this Agreement shall be the same as if separate transfers
of funds had been made with respect thereto.

         (c)   This section shall supersede any provision in Section 10.01 to
the contrary.

         10.17 Governing Law.

         (a)   THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK; PROVIDED THAT THE ADMINISTRATIVE AGENT
AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

         (b)   ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
SITTING IN NEW YORK, NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT
OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER,
THE ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF
ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER,
THE ADMINISTRATIVE AGENT, AND EACH LENDER IRREVOCABLY WAIVE ANY OBJECTION,
INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM
NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION
OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER
DOCUMENT RELATED THERETO.


                                       56

<PAGE>

THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER WAIVE PERSONAL SERVICE OF
ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS
PERMITTED BY THE LAW OF SUCH STATE.

         10.18 Waiver of Right to Trial by Jury. EACH PARTY TO THIS AGREEMENT
HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH
OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM
WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH
CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT
OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

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


                                       57

<PAGE>

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

                               BJ SERVICES COMPANY

                                By:    /s/ Taylor M. Whichard III
                                       ----------------------------------------
                                Name:  Taylor M. Whichard III
                                Title: Vice President and Treasurer


                                       S-1

<PAGE>
                                BANK OF AMERICA, N.A., as Administrative Agent



                                By:    /s/ Michael J. Dillon
                                       -------------------------------------
                                Name:  Michael J. Dillon
                                Title: Managing Director



                                BANK OF AMERICA, N.A., as a Lender


                                By:    /s/ Michael J. Dillon
                                       -------------------------------------
                                Name:  Michael J. Dillon
                                Title: Managing Director



                                       S-2

<PAGE>

                                THE BANK OF NEW YORK, as Co-Syndication
                                Agent and Lender



                                By:    /s/ Craig J. Anderson
                                       -----------------------------------
                                Name:  Craig J. Anderson
                                Title: Vice President


                                       S-3

<PAGE>

                                BANK ONE, N.A.
                                (main office in Chicago, Illinois) ,
                                as Co-Documentation Agent and Lender



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


                                       S-4

<PAGE>

                                ROYAL BANK OF CANADA,
                                as Co-Syndication Agent and Lender




                                By:      /s/ Jason York
                                         -----------------------------------
                                Name:    Jason York
                                Title:   Manager

                                       S-5

<PAGE>

                                THE ROYAL BANK OF SCOTLAND PLC ,
                                as Co-Documentation Agent and Lender

                                By:    /s/ Ron McCombie
                                       -------------------------------------
                                Name:  Ron McCombie
                                Title: Senior Corporate Manager


                                       S-6

<PAGE>

                                THE BANK OF TOKYO-MITSUBISHI, LTD.


                                By:    /s/ K. Glasscock
                                       -------------------------------------
                                Name:  K. Glasscock
                                Title: VP and Manager


                                       S-7

<PAGE>

                                DEN NORSKE BANK ASA

                                New York Branch



                                By:    /s/ J. Morten Kreutz
                                       ----------------------------------------
                                Name:  J. Morten Kreutz
                                Title: First Vice President


                                By:    /s/ Nils Fykse
                                       ----------------------------------------
                                Name:  Nils Fykse
                                Title: First Vice President


                                       S-8

<PAGE>

                                ARAB BANK PLC




                                By:      /s/ [illegible]
                                         -----------------------------------
                                Name:
                                         -----------------------------------
                                Title:
                                         -----------------------------------


                                       S-9

<PAGE>

                                BANCA DI ROMA
                                Chicago Branch



                                By:    /s/ Joyce Montgomery
                                       ---------------------------------------
                                Name:  Joyce Montgomery
                                Title: Vice President


                                By:    /s/ Aurora Pensa
                                       ---------------------------------------
                                Name:  Aurora Pensa (97974)
                                Title: Vice President


                                       S-10

<PAGE>

                                THE CHASE MANHATTAN BANK



                                By:    /s/ Beth Lawrence
                                       -----------------------------------
                                Name:  Beth Lawrence
                                Title: Managing Director


                                       S-11

<PAGE>

                                SUMITOMO MITSUI BANKING CORPORATION



                                By:    /s/ C. Michael Garrido
                                       -------------------------------------
                                Name:  C. Michael Garrido
                                Title: Senior Vice President


                                       S-12

<PAGE>

                                SUNTRUST BANK



                                By:      /s/ David J. Edge
                                         -------------------------------------
                                Name:    David J. Edge
                                Title:   Director


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


                                       S-13

<PAGE>
                                SVENSKA HANDELSBAKEN AB (publ)




                                By:     /s/ Jonas Daun
                                        --------------------------------------
                                Name:   Jonas Daun
                                Title:  Senior Vice President


                                By:     /s/ Mikko Vaisaun
                                        -------------------------------------
                                Name:   Mikko Vaisaun
                                Title:  Vice President


                                       S-14

<PAGE>

                                THE DAI-ICHI KANGYO BANK, LTD.



                                By:    /s/ Perzemek T. Blaziak
                                       -------------------------------------
                                Name:  Perzemek T. Blaziak
                                Title: Account Officer


                                       S-15

<PAGE>

                                THE INDUSTRIAL BANK OF JAPAN TRUST COMPANY



                                By:    /s/ Michael N. Oakes
                                       ------------------------------------
                                Name:  Michael N. Oakes
                                Title: Senior Vice President
                                       The Industrial Bank of Japan, Limited,
                                       Houston Office
                                       (Authorized Representative)


                                       S-16

<PAGE>



                        [Exhibits and Schedules Omitted]