<PAGE>

                                                                   EXHIBIT 10.35

                                CREDIT AGREEMENT
                           DATED AS OF JANUARY 3, 2000

                                      AMONG

                           FINTUBE TECHNOLOGIES, INC.

                              BANK OF AMERICA, N.A.
                                    AS AGENT,
                          SWING LINE LENDER, AND LENDER

                              BANK ONE, TEXAS, N.A.
                              DOCUMENTATION AGENT,



                                       AND



                  THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO



<PAGE>



                                CREDIT AGREEMENT


         This CREDIT AGREEMENT is effective as of January 3, 2000, among
Fintube Technologies, Inc., an Oklahoma corporation (the "COMPANY"), the
several financial institutions from time to time party to this Agreement
(collectively, the "LENDERS"; individually, a "LENDER"), and Bank of America,
N.A., as Swing Line Lender and as agent for the Lenders.

         WHEREAS, the Lenders have agreed to make available to the Company
secured term loans and a secured revolving credit facility with a letter of
credit subfacility and a swing line subfacility upon the terms and conditions
set forth in this Agreement;

         NOW, THEREFORE, in consideration of the mutual agreements, provisions
and covenants contained herein, the parties agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

         1.01     Certain Defined Terms.  The following terms have the following
 meanings:

                  "ACCOUNT DEBTOR" means the party who is obligated on or under
                  an Account.

                  "ACCOUNTS" means all present and future rights of the Company
                  or any Subsidiary to payment for goods sold or leased or for
                  services rendered, which are not evidenced by instruments or
                  chattel paper, and whether or not they have been earned by
                  performance.

                  "ACQUISITION" means any transaction or series of related
                  transactions for the purpose of or resulting, directly or
                  indirectly, in (a) the acquisition of all or substantially all
                  of the assets of a Person, or of any business or division of a
                  Person, (b) the acquisition of in excess of 50% of the capital
                  stock, partnership interests, membership interests or equity
                  of any Person, or otherwise causing any Person to become a
                  Subsidiary, or (c) a merger or consolidation or any other
                  combination with another Person (other than a Person that is a
                  Subsidiary) provided that the Company or the Subsidiary is the
                  surviving entity.

                  "ACQUISITION DOCUMENTS" means the Asset Purchase Agreement and
                  the other documents, certificates and agreements delivered in
                  connection with the Fintube Acquisition.


                                       1

<PAGE>

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

                  "AGENT" means BofA in its capacity as agent for the Lenders
                  hereunder, and any successor agent arising under SECTION
                  10.09.

                  "AGENT-RELATED PERSONS" means BofA and any successor agent
                  arising under SECTION 10.09 and any successor letter of credit
                  issuing bank hereunder, together with their respective
                  Affiliates, and the officers, directors, employees, agents and
                  attorneys-in-fact of such Persons and Affiliates.

                  "AGENT'S PAYMENT OFFICE" means the address for payments set
                  forth on SCHEDULE 11.02 or such other address as the Agent may
                  from time to time specify.

                  "AGGREGATE COMMITMENT" means the sum of (a) the Aggregate
                  Revolving Loan Commitment and (b) the Aggregate Term Loan
                  Commitment.

                  "AGGREGATE REVOLVING LOAN COMMITMENT" means the aggregate
                  Revolving Loan Commitments of the Lenders, equal to Twenty
                  Million Dollars ($20,000,000.00).

                  "AGGREGATE TERM LOAN COMMITMENT" means the aggregate Term Loan
                  Commitments of the Lenders, equal to Thirty-Nine Million
                  Dollars ($39,000,000.00).

                  "AGREEMENT" means this Credit Agreement.

                  "APPLICABLE BASE RATE MARGIN" means, subject to the last
                  sentence of this definition, for any period, the applicable of
                  the following percentages in effect with respect to such
                  period as the Leverage Ratio of the Company shall fall
                  within the indicated ranges:

                                       2

<PAGE>

<TABLE>
<CAPTION>
                                                                 APPLICABLE BASE RATE MARGIN
                           LEVERAGE RATIO                             (IN BASIS POINTS)
                   ---------------------------------           ----------------------------------
                                        GREATER THAN
                   LESS THAN             OR EQUAL TO           REVOLVING LOAN           TERM LOAN
                   ---------             -----------           --------------           ---------
<S>                <C>                  <C>                    <C>                      <C>
    1.              1.5:1.0                 ----                       0                     0
    2.              2.0:1.0                1.5:1.0                     0                     0
    3.              2.5:1.0                2.0:1.0                    50                    50
    4.               ----                  2.5:1.0                   100                   100

</TABLE>

         The Leverage Ratio shall be calculated by the Company as of the end of
         each fiscal quarter, commencing with the fiscal quarter ending June 30,
         2000, and shall be reported to the Agent pursuant to a Compliance
         Certificate executed by a Responsible Officer of the Company and
         delivered pursuant to SUBSECTION 7.02(b) hereof. The Applicable Base
         Rate Margin shall be adjusted, if necessary, on the third Business Day
         after the delivery of such certificate; PROVIDED, that if such
         certificate, together with the financial statements to which such
         certificate relates, is not delivered to the Agent by the fifth
         Business Day after the date on which the related financial statements
         are due to be delivered to the Agent pursuant to SUBSECTION 7.01(a) or
         (b), then, from such fifth Business Day until the third Business Day
         after delivery of such certificate, the Applicable Base Rate Margin
         shall be equal to 100 basis points for Revolving Loans and Term Loans.
         From the Closing Date until adjusted as described above, the Applicable
         Base Rate Margin shall be equal to 100 basis points for Revolving Loans
         and Term Loans.

                  "APPLICABLE COMMITMENT FEE PERCENTAGE" means, subject to the
                  last sentence of this definition, for any period, the
                  applicable of the following percentages in effect with respect
                  to such period as the Leverage Ratio of the Company shall fall
                  within the indicated ranges:

<TABLE>
<CAPTION>
                      LEVERAGE RATIO
             ---------------------------------              APPLICABLE COMMITMENT FEE
                                  GREATER THAN             PERCENTAGE (IN BASIS POINTS)
             LESS THAN            OR EQUAL TO              ----------------------------
             ---------            ------------
  <S>        <C>                  <C>                      <C>
  1.          1.5:1.0                 ----                             25
  2.          2.0:1.0               1.5:1.0                            25
  3.          2.5:1.0               2.0:1.0                            50
  4.            ----                2.5:1.0                            50

</TABLE>

         The Leverage Ratio shall be calculated by the Company as of the end of
         each fiscal quarter, commencing with the fiscal quarter ending June 30,
         2000, and shall be reported to the Agent pursuant to a Compliance
         Certificate executed by a Responsible

                                       3

<PAGE>

         Officer of the Company and delivered pursuant to SUBSECTION 7.02(b)
         hereof. The Applicable Commitment Fee Percentage shall be adjusted, if
         necessary, on the third Business Day after the delivery of such
         certificate; PROVIDED, that if such certificate, together with the
         financial statements to which such certificate relates, is not
         delivered to the Agent by the fifth Business Day after the date on
         which the related financial statements are due to be delivered to the
         Agent pursuant to SUBSECTION 7.01(a) or (b), then, from such fifth
         Business Day until the third Business Day after delivery of such
         certificate, the Applicable Commitment Fee Percentage shall be equal to
         50 basis points. From the Closing Date until adjusted as described
         above, the Applicable Commitment Fee Percentage shall be equal to 50
         basis points.

                  "APPLICABLE OFFSHORE RATE MARGIN" means, subject to the last
                  sentence of this definition, for any period, the applicable of
                  the following percentages in effect with respect to such
                  period as the Leverage Ratio of the Company shall fall within
                  the indicated ranges:

<TABLE>
<CAPTION>
                       LEVERAGE RATIO                        APPLICABLE OFFSHORE RATE MARGIN
               ---------------------------------                    (IN BASIS POINTS)
                                    GREATER THAN           -------------------------------------
               LESS THAN             OR EQUAL TO           REVOLVING LOAN              TERM LOAN
               ---------            ------------           --------------              ---------
<S>            <C>                  <C>                    <C>                         <C>
  1.            1.5:1.0                 ----                    100                       100
  2.            2.0:1.0                1.5:1.0                  150                       150
  3.            2.5:1.0                2.0:1.0                  200                       200
  4.             ----                  2.5:1.0                  250                       250

</TABLE>

         The Leverage Ratio shall be calculated by the Company as of the end of
         each fiscal quarter, commencing with the fiscal quarter ending June 30,
         2000, and shall be reported to the Agent pursuant to a Compliance
         Certificate executed by a Responsible Officer of the Company and
         delivered pursuant to SUBSECTION 7.02(b) hereof. The Applicable
         Offshore Rate Margin shall be adjusted, if necessary, on the third
         Business Day after the delivery of such certificate, with such
         adjustment to apply to all Interest Periods then outstanding and
         beginning thereafter until the next adjustment date; PROVIDED, that if
         such certificate, together with the financial statements to which such
         certificate relates, is not delivered to the Agent by the fifth
         Business Day after the date on which the related financial statements
         are due to be delivered to the Agent pursuant to SUBSECTION 7.01(a) or
         (b), then, from such fifth Business Day until the third Business Day
         after delivery of such certificate, the Applicable Offshore Rate Margin
         shall be equal to 250 Basis Points for Revolving Loans and Term Loans.
         From the Closing Date until adjusted as described above, the Applicable
         Offshore Rate Margin shall be equal to 250 Basis Points for Revolving
         Loans and Term Loans.

                                       4

<PAGE>

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

                  "ASSET DISPOSITION" has the meaning specified in SECTION 8.02.

                  "ASSIGNEE" has the meaning specified in SUBSECTION 11.08(a).

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

                  "ASSET PURCHASE AGREEMENT" means that certain Asset Purchase
                  Agreement by and between Lone Star Technologies, Inc.,
                  Fintube Technologies, Inc. and Fintube Limited Partnership
                  dated November 16, 1999.

                  "BANKRUPTCY CODE" means the Federal Bankruptcy Reform Act of
                  1978 (11 U.S.C. Sections 101, ET SEQ.).

                  "BASE RATE" means, for any day, the higher of: (a) 0.50% per
                  annum above the latest Federal Funds Rate; and (b) the rate of
                  interest in effect for such day as publicly announced from
                  time to time by BofA in San Francisco, California, as its
                  "prime rate." (The "prime rate" is a rate set by BofA based
                  upon various factors including BofA'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
                  the reference rate announced by BofA 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.

                  "BASIS POINT" means one one-hundredth of one percent.

                  "BOFA" means Bank of America, N.A.

                  "BORROWING" means a borrowing hereunder consisting of
                  Revolving Loans or Term Loans of the same Type made to the
                  Company on the same day by the Lenders under ARTICLE II, and,
                  in the case of Offshore Rate Loans, having the same Interest
                  Period. The making of a Swing Line Loan shall not constitute a
                  Borrowing.

                                       5

<PAGE>

                  "BORROWING BASE" shall mean at any time an amount equal to the
                  sum at such time of (i) Receivables Availability,(ii)
                  Inventory Availability, and (iii) Import Letters of Credit
                  Availability.

                  "BORROWING DATE" means any date on which a Borrowing occurs
                  under SECTION 2.03.

                  "BUSINESS DAY" means any day other than a Saturday, Sunday or
                  other day on which commercial banks in New York City, Chicago,
                  St. Louis or San Francisco are authorized or required by law
                  to close and, if the applicable Business Day relates to any
                  Offshore Rate Loan, means such a day on which dealings are
                  carried on in the applicable offshore dollar interbank market.

                  "CAPITAL ADEQUACY REGULATION" means any guideline or directive
                  of any central bank or other Governmental Authority, or any
                  other law, rule or regulation, whether or not having the force
                  of law, in each case, regarding capital adequacy of any bank
                  or of any corporation controlling a bank.

                  "CAPITAL EXPENDITURES" means, for any period and with respect
                  to any Person, the aggregate of all expenditures by such
                  Person and its Subsidiaries for the acquisition or leasing of
                  fixed or capital assets or additions to equipment (including
                  replacements, capitalized repairs and improvements during such
                  period) which should be capitalized under GAAP on a
                  consolidated balance sheet of such Person and its
                  Subsidiaries.

                  "CAPITAL STOCK" means (a) in the case of a corporation,
                  corporate stock, (b) in the case of an association or business
                  entity, any and all shares, interests, participations, rights
                  or other equivalents (however designated) of corporate stock,
                  (c) in the case of a partnership or limited liability company,
                  partnership or membership interests (whether general or
                  limited) and (d) any other interest or participation that
                  confers on a Person the right to receive a share of the
                  profits and losses of, or distributions of assets of, the
                  issuing Person.

                  "CASH COLLATERALIZE" means to pledge and deposit with or
                  deliver to the Agent, for the benefit of the Agent, the
                  Issuers and the Lenders, as additional collateral for the L/C
                  Obligations, cash or deposit account balances pursuant to
                  documentation in form and substance reasonably satisfactory to
                  the Agent and the Issuers (which documents are hereby
                  consented to by the Lenders). Derivatives of such term shall
                  have corresponding meanings. The Company hereby grants the
                  Agent, for the benefit of the Agent, the Issuers and the
                  Lenders, a security interest in all such cash and deposit
                  account balances. Cash collateral shall be maintained in
                  blocked, non-interest bearing deposit accounts at BofA.

                                       6

<PAGE>

                  "CERCLA" has the meaning specified in the definition of
                  "Environmental Laws."

                  "CHANGE OF CONTROL" means the occurrence of any of the
                  following: (a) the sale, lease, transfer, conveyance or other
                  disposition (other than by way of merger or consolidation), in
                  one or a series of related transactions, of all or
                  substantially all of the assets of the Company and its
                  Subsidiaries taken as a whole to any "person" (as such term is
                  used in Section 13(d)(3) of the Exchange Act); (b) the
                  adoption of a plan relating to the liquidation or dissolution
                  of the Company; (c) the consummation of any transaction
                  (including, without limitation, any merger or consolidation)
                  the result of which is that any "person" (as defined above)
                  becomes the "beneficial owner" (as such term is defined in
                  Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that
                  a person shall be deemed to have "beneficial ownership" of all
                  securities that such person has the right to acquire, whether
                  such right is currently exercisable or is exercisable only
                  upon the occurrence of a subsequent condition), directly or
                  indirectly of more than 25% of the Voting Stock of the Company
                  (measured by voting power rather than number of shares); (d)
                  the Company consolidates with, or merges with or into, any
                  Person, or any Person consolidates with, or merges with or
                  into, the Company in any such event pursuant to a transaction
                  in which any of the outstanding Voting Stock of the Company is
                  converted into or exchanged for cash, securities or other
                  property, other than any such transaction where the Voting
                  Stock of the Company outstanding immediately prior to such
                  transaction is converted into or exchanged for Voting Stock of
                  the surviving or transferee Person constituting a majority of
                  the outstanding shares of such Voting Stock of such surviving
                  or transferee Person (immediately after giving effect to such
                  issuance); or (e) during any period of 25 consecutive calendar
                  months, commencing on the date of this Agreement, the ceasing
                  of those individuals (the "CONTINUING DIRECTORS") who (i) were
                  directors of the Company on the first day of each such period
                  or (ii) subsequently became directors of the Company and whose
                  actual election or initial nomination for election subsequent
                  to that date was approved by a majority of the Continuing
                  Directors then on the board of directors of the Company, to
                  constitute a majority of the board of directors of the
                  Company.

                  "CLOSING DATE" means the date on which all conditions
                  precedent set forth in SECTION 5.01 are satisfied or waived by
                  all Lenders (or, in the case of SUBSECTION 5.01(e), waived by
                  the Person entitled to receive such payment).

                  "CODE" means the Internal Revenue Code of 1986, and
                  regulations promulgated thereunder.

                                       7

<PAGE>

                  "COLLATERAL" means all property and interests in property and
                  proceeds thereof now owned or hereafter acquired by the
                  Company and its Subsidiaries in or upon which a Lien now or
                  hereafter exists in favor of the Lenders, or the Agent on
                  behalf of the Lenders, whether under this Agreement, under the
                  Collateral Documents or under any other documents executed by
                  any such Person and delivered to the Agent or the Lenders.

                  "COLLATERAL DOCUMENTS" means, collectively, (a) the ST
                  Holdings Pledge Agreement, the Foreign Subsidiary Pledge, the
                  Domestic Subsidiary Pledge, Security Agreement, the Mortgages,
                  the Subsidiary Guaranty, ST Holdings Guaranty, Lock Box
                  Agreement, L/C Application, and all other security agreements,
                  mortgages, deeds of trust, patent and trademark assignments,
                  lease assignments, guarantees and other similar agreements
                  between the Company or any Subsidiary or any Guarantor and
                  the Lenders or the Agent for the benefit of the Lenders now
                  or hereafter delivered to the Lenders or the Agent pursuant
                  to or in connection with the transactions contemplated hereby,
                  and all financing statements (or comparable documents now or
                  hereafter filed in accordance with the Uniform Commercial
                  Code or comparable law) against the Company or any Subsidiary
                  or any Guarantor as debtor in favor of the Lenders or the
                  Agent for the benefit of the Lenders as secured party, and
                  (b) any amendments, supplements, modifications, renewals,
                  replacements, consolidations, substitutions and extensions of
                  any of the foregoing.

                  "COMMITMENT", as to each Lender, means (a) such Lender's Term
                  Loan Commitment, plus (b) such Lender's Revolving Loan
                  Commitment.

                  "COMPANY" has the meaning specified in the introductory clause
                  hereto.

                  "COMPLIANCE CERTIFICATE" means a certificate substantially in
                  the form of EXHIBIT C.

                  "CONTINGENT OBLIGATION" means, as to any Person, any direct or
                  indirect liability of that Person, whether or not contingent,
                  with or without recourse, (a) with respect to any
                  Indebtedness, lease, dividend, letter of credit or other
                  obligation (the "PRIMARY OBLIGATIONS") of another Person (the
                  "PRIMARY OBLIGOR"), including any obligation of that Person
                  (i) to purchase, repurchase or otherwise acquire such primary
                  obligations or any security therefor, (ii) to advance or
                  provide funds for the payment or discharge of any such primary
                  obligation, or to maintain working capital or equity capital
                  of the primary obligor or otherwise to maintain the net worth
                  or solvency or any balance sheet item, level of income or
                  financial condition of the primary obligor, (iii) to purchase
                  property, securities or services primarily for the purpose of
                  assuring the owner of any such primary obligation of the
                  ability of the primary obligor to make payment of such


                                       8

<PAGE>

                  primary obligation, or (iv) otherwise to assure or hold
                  harmless the holder of any such primary obligation against
                  loss in respect thereof (each, a "GUARANTY OBLIGATION");
                  (b) with respect to any Surety Instrument issued for the
                  account of another Person or as to which that Person is
                  otherwise liable for reimbursement of drawings or payments;
                  (c) to purchase any materials, supplies or other property
                  from, or to obtain the services of, another Person if the
                  relevant contract or other related document or obligation
                  requires that payment for such materials, supplies or other
                  property, or for such services, shall be made regardless of
                  whether delivery of such materials, supplies or other
                  property is ever made or tendered, or such services are
                  ever performed or tendered; or (d) in respect of any Swap
                  Contract. The amount of any Contingent Obligation, (v) in
                  the case of Guaranty Obligations, shall be deemed equal to
                  the lesser of (i) the stated or determinable amount of the
                  primary obligation in respect of which such Guaranty
                  Obligation is made or, if not stated or if indeterminable,
                  the maximum reasonably anticipated liability in respect
                  thereof, and (ii) the stated amount of the guaranty, (w) in
                  the case of Contingent Obligations in respect of Swap
                  Contracts, shall be deemed equal to the aggregate Swap
                  Termination Value of such Swap Contracts, (x) in the case
                  of Contingent Obligations in respect of Surety Instruments
                  other than Non-Surety L/C's, shall be deemed equal to the
                  probable amount of the expected liability thereunder,(y) in
                  the case of Contingent Obligations in respect of Non-Surety
                  L/C's, shall be deemed equal to (i) the face amount of
                  outstanding Non-Surety L/C's which are not Letters of
                  Credit and (ii) the outstanding amount of L/C Obligations
                  in respect of Non-Surety L/C's which are Letters of Credit,
                  and (z) the stated amount of all Contingent Obligations
                  described in clause(c) above.

                  "CONTRACTUAL OBLIGATION" means, as to any Person, any
                  provision of any security issued by such Person or of any
                  agreement, undertaking, contract, indenture, mortgage, deed of
                  trust or other instrument, document or agreement to which such
                  Person is a party or by which it or any of its property is
                  bound.

                  "CONVERSION/CONTINUATION DATE" means any date on which, under
                  SECTION 2.04, the Company (a) converts Loans of one Type to
                  another Type, or (b) continues as Loans of the same Type, but
                  with a new Interest Period, Loans having
                  Interest Periods expiring on such date.

                  "CREDIT EXTENSION" means and includes (a) the making of any
                  Loans hereunder, and (b) the Issuance of any Letters of Credit
                  hereunder.

                  "CURRENT ASSETS" means all assets of the Company, on a
                  consolidated basis, which should, in accordance with GAAP, be
                  classified as current assets.

                                       9

<PAGE>

                  "CURRENT LIABILITIES" means all liabilities of the Company, on
                  a consolidated basis, which should, in accordance with GAAP,
                  be classified as current liabilities, other than current
                  maturities in respect of the Loans.

                  "DEFAULT" means any event or circumstance which, with the
                  giving of notice, the lapse of time, or both, would (if not
                  cured or otherwise remedied during such
                  time) constitute an Event of Default.

                  "DOLLARS", "DOLLARS" and "$" each mean lawful money of the
                  United States.

                  "DOMESTIC SUBSIDIARY" means a Subsidiary organized under
                  the laws of the United States or any political subdivision
                  or any agency, department or instrumentality thereof.

                  "DOMESTIC SUBSIDIARY PLEDGE" means that certain Security and
                  Stock Pledge Agreement executed by the Company in favor of the
                  Agent creating a pledge of 100% of the capital stock, units,
                  partnership interests, membership interests, or other equity
                  of all of the Company's Domestic Subsidiaries.

                  "EBITDA" means, for any period, for the Company and its
                  Subsidiaries on a consolidated basis, determined in accordance
                  with GAAP, the sum of (a) the net income (or net loss) for
                  such period, PLUS (b) all amounts treated as expenses for
                  depreciation and interest and the amortization of intangibles
                  of any kind to the extent included in the determination of
                  such net income (or loss), PLUS (c) all accrued taxes on or
                  measured by income to the extent included in the determination
                  of such net income (or net loss); PROVIDED, HOWEVER, that net
                  income (or net loss) shall be computed without giving effect
                  to extraordinary losses or extraordinary gains or gains or
                  losses arising from the sale of discontinued operations;
                  PROVIDED, FURTHER, that for any measurement which relates back
                  to a period prior to the date hereof, EBITDA shall be
                  determined by adding (x) the EBITDA of the Company and its
                  Subsidiaries for such period PLUS (y) the EBITDA of FLP and
                  its Subsidiaries for such periods.

                  "EFFECTIVE AMOUNT" means (a) with respect to any Revolving
                  Loans, Swing Line Loans and Term Loans on any date, the
                  aggregate outstanding principal amount thereof after giving
                  effect to any Borrowings and prepayments or repayments of
                  Revolving Loans, Swing Line Loans and Term Loans occurring on
                  such date; and (b) with respect to any outstanding L/C
                  Obligations on any date, the amount of such L/C Obligations on
                  such date after giving effect to any Issuances of Letters of
                  Credit occurring on such date and any other changes in the
                  aggregate amount of the L/C Obligations as of such date,
                  including as a result of any reimbursements of outstanding
                  unpaid drawings under any Letters of Credit or any reductions
                  in the maximum amount available for drawing under Letters of

                                       10

<PAGE>

                  Credit taking effect on such date. For purposes of SUBSECTION
                  2.07(a) the Effective Amount shall be determined without
                  giving effect to any mandatory prepayments to be made under
                  SUBSECTION 2.07(b).

                  "ELIGIBLE ACCOUNTS" means all Accounts of the Company and its
                  Subsidiaries, provided that the following Accounts are not
                  Eligible Accounts: (i) Accounts which remain unpaid ninety
                  (90) days after the original date of the applicable invoice;
                  (ii) all Accounts owing by a single Account Debtor, including
                  a currently scheduled Account, if twenty-five percent (25%) or
                  more of the balance owing by such Account Debtor to the
                  Company or any Subsidiary remains unpaid ninety (90) days
                  after the original date of the applicable invoice or invoices;
                  (iii) Accounts due by a single Account Debtor which represent
                  an amount exceeding fifteen percent (15%) of all Accounts;
                  provided, however, that with the written consent of Agent,
                  such limitation may be raised to twenty-five percent (25%) or
                  such other percentage Agent may allow; (iv) Accounts with
                  respect to which the Account Debtor is a director, officer,
                  employee, Subsidiary or Affiliate of the Company or any
                  Subsidiary; (v) Accounts with respect to which the Account
                  Debtor is the United States of America or any department,
                  agency or instrumentality thereof unless such Account has been
                  assigned to the Agent in accordance with the terms and
                  conditions of the Assignment of Claims Act and the Collateral
                  Documents, but only to the extent that a notice of assignment
                  with respect to such Account has been executed by each
                  government officer and other Person required under the
                  Assignment of Claims Act and such a copy of notice of
                  assignment has been delivered to Agent PROVIDED, HOWEVER, that
                  no Account existing on or created within the 30 days following
                  the Closing Date shall be deemed ineligible pursuant to this
                  subsection (vi) unless the provisions of this subsection (iv)
                  have not been met with respect to such Account on or before
                  the 90th day following the Closing Date; (vii) Accounts with
                  respect to which the Account Debtor is not a resident of the
                  United States or Canada, unless the Account Debtor has
                  supplied the Company or applicable Subsidiary with an
                  irrevocable letter of credit, issued by a financial
                  institution satisfactory to Agent, sufficient to cover such
                  Account in form and substance satisfactory to Agent; (viii)
                  Accounts to the extent to which the Account Debtor has
                  asserted a counterclaim or a right of setoff; (ix) Accounts
                  for which the prospect of payment or performance by the
                  Account Debtor is or will be impaired as determined by Agent
                  in the exercise of its reasonable discretion and in accordance
                  with Agent's customary business practices; (x) Accounts with
                  respect to which Agent does not have a first and valid fully
                  perfected security interest; (xi) Accounts with respect to
                  which the Account Debtor is the subject of bankruptcy or a
                  similar insolvency proceeding or has made an assignment for
                  the benefit of creditors or whose assets have been conveyed to
                  a receiver or trustee; (xii) Accounts with respect to which
                  the Account Debtor's obligation to pay the Account is
                  conditional upon the Account

                                       11

<PAGE>

                  Debtor's approval or is otherwise subject to any repurchase
                  obligation or return right, as with sales made on a
                  bill-and-hold, guaranteed sale, sale-and-return, sale on
                  approval (except with respect to Accounts in connection with
                  which Account Debtors are entitled to return Inventory on the
                  basis of the quality of such Inventory) or consignment basis;
                  (xiii) Accounts to the extent that the Account Debtor's
                  indebtedness to the Company or applicable Subsidiary exceeds a
                  credit limit determined by Agent in the exercise of reasonable
                  discretion and in accordance with Agent's customary business
                  practices; and (xiv) Accounts with respect to which the
                  Account Debtor is located in any State requiring qualification
                  to do business or the filing of a Notice of Business
                  Activities Report or similar report in order to permit the
                  Company or applicable Subsidiary to seek judicial enforcement
                  in such State of payment of any such Account, unless the
                  Company or applicable Subsidiary has duly qualified to do
                  business as a foreign corporation in such State or filed a
                  Notice of Business Activities Report with the appropriate
                  office in such State for the then current year.

                  "ELIGIBLE ASSIGNEE" means (a) a commercial bank organized
                  under the laws of the United States, or any state thereof, and
                  having a combined capital and surplus of at least
                  $100,000,000; (b) a commercial bank organized under the laws
                  of any other country which is a member of the Organization for
                  Economic Cooperation and Development (the "OECD"), or a
                  political subdivision of any such country, and having a
                  combined capital and surplus of at least $100,000,000,
                  provided that such bank is acting through a branch or agency
                  located in the United States; (c) a Person that is primarily
                  engaged in the business of commercial banking and that is (i)
                  a Subsidiary of a Lender, (ii) a Subsidiary of a Person of
                  which a Lender is a Subsidiary, or (iii) a Person of which a
                  Lender is a Subsidiary; (d) as to the Term Loans, (i) an
                  "accredited investor", as such term is defined in Rule 501(a)
                  of Regulation D under the Securities Act of 1933, as amended
                  (other than the Company or an Affiliate of the Company) or
                  (ii) a finance company, insurance company or other financial
                  institution or fund (whether a corporation, partnership, trust
                  or other entity) that is primarily engaged in the business of
                  making, purchasing or otherwise investing in commercial loans;
                  and (e) any other entity approved by the Company and the
                  Agent.

                  "ELIGIBLE IMPORT LETTERS OF CREDIT" means commercial
                  documentary letters of credit issued for the purpose of
                  importing inventory of the Company or its
                  Subsidiaries.

                  "ELIGIBLE INVENTORY" means Inventory of the Company and its
                  Subsidiaries held for sale in the ordinary course of business
                  (but not including packaging or shipping materials or
                  maintenance supplies) which is deemed by the Agent in

                                       12

<PAGE>

                  the exercise of its reasonable discretion to be eligible for
                  inclusion in the calculation of the Borrowing Base, provided
                  that the following Inventory is not Eligible Inventory: (i)
                  Inventory which is obsolete, not in good condition, or not
                  currently usable or currently salable in the ordinary course
                  of the Company's or a Subsidiary's business; (ii) Inventory
                  consisting of supplies including, but not limited to the tool
                  crib inventory of the Company and its Subsidiaries; (iii)
                  Inventory which is not located in the United States or Canada;
                  (iv) Inventory located on premises leased by the Company or
                  any Subsidiary to the extent that the lessor of such premises
                  has not executed a landlord waiver and consent in form and
                  substance satisfactory to Agent provided, however, that the
                  Company shall have 60 days subsequent to the Closing to obtain
                  a landlord waiver from the City of Tulsa-Rogers County Port
                  Authority; and (v) Inventory with respect to which Agent does
                  not have a first priority, valid and perfected security
                  interest. Any Inventory not disqualified under any of clauses
                  (i) through (v) is Eligible Inventory unless the Company is
                  notified to the contrary by Agent.

                  "ENVIRONMENTAL CLAIMS" means all claims, however asserted, by
                  any Governmental Authority or other Person alleging potential
                  liability or responsibility for violation of any Environmental
                  Law, or for release or injury to the environment or threat to
                  public health, personal injury (including sickness, disease or
                  death), property damage, natural resources damage, or
                  otherwise alleging liability or responsibility for damages
                  (punitive or otherwise), investigation, cleanup, removal,
                  remedial or response costs, restitution, civil or criminal
                  penalties, injunctive relief, or other type of relief,
                  resulting from or based upon the presence, placements,
                  discharge, emission or release (including intentional and
                  unintentional, negligent and non-negligent, sudden or
                  non-sudden, accidental or non-accidental, placements, spills,
                  leaks, discharges, emissions or releases) of any Hazardous
                  Material at, in, or from any property, whether or not owned by
                  the Company or any Subsidiary or taken as collateral, or in
                  connection with any operations of the Company.

                  "ENVIRONMENTAL LAWS" means all federal, state or local laws,
                  statutes, common law duties, rules, regulations, ordinances
                  and codes, together with all administrative orders, directed
                  duties, requests, licenses, authorizations and permits of, and
                  agreements with, any Governmental Authorities, in each case
                  relating to environmental, health, safety and land use
                  matters, including without limitation, the Comprehensive
                  Environmental Response, Compensation and Liability Act of 1980
                  ("CERCLA"), the Clean Air Act, the Federal Water Pollution
                  Control Act of 1972, the Solid Waste Disposal Act, the Federal
                  Resource Conservation and Recovery Act, the Toxic Substances
                  Control Act, and the Emergency Planning and Community
                  Right-to-Know Act.

                  "ENVIRONMENTAL PERMITS" has the meaning specified in
                  SUBSECTION 6.12(b).

                                       13

<PAGE>

                  "ERISA" means the Employee Retirement Income Security Act of
                  1974, and regulations promulgated thereunder.

                  "ERISA AFFILIATE" means any trade or business (whether or not
                  incorporated) under common control with the Company 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), but specifically excluding Lone
                  Star Technologies, Inc. and its Subsidiaries other than ST
                  Holdings.

                  "ERISA EVENT" means (a) a Reportable Event with respect to a
                  Pension Plan; (b) a withdrawal by the Company or any ERISA
                  Affiliate from a Pension Plan subject to Section 4063 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 which is treated as such a withdrawal under Section
                  4062(e) of ERISA; (c) a complete or partial withdrawal by the
                  Company 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, the
                  treatment of a Plan amendment as a termination under Section
                  4041 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 Company or any ERISA Affiliate.

                  "EURODOLLAR RESERVE PERCENTAGE" has the meaning specified in
                  the definition of "Offshore Rate".

                  "EVENT OF DEFAULT" means any of the events or circumstances
                  specified in SECTION 9.01.

                  "EVENT OF LOSS" means, with respect to any property, any of
                  the following: (a) any loss, destruction or damage of such
                  property; (b) any institution of any proceedings for the
                  condemnation or seizure of such property or for the exercise
                  of any right of eminent domain; or (c) any actual
                  condemnation, seizure or taking, by exercise of the power of
                  eminent domain or otherwise, of such property, or confiscation
                  of such property or the requisition of the use of such
                  property.

                  "EXCESS CASH FLOW" means for any fiscal year (a) EBITDA of the
                  Company and its Subsidiaries for such fiscal year, LESS (b)
                  the sum of (i) Capital Expenditures actually made by the
                  Company and its Subsidiaries in such fiscal year, but only

                                       14

<PAGE>

                  to the extent permitted by SECTION 8.18, PLUS (ii) scheduled
                  principal payments to the Lenders in such fiscal year in
                  respect of the Term Loan and in respect of the Revolving Loan
                  during the fiscal year including the Revolving Loan
                  Termination Date, PLUS (iii) cash interest paid in such fiscal
                  year by the Company or any Subsidiary, PLUS (iv) cash income
                  taxes paid in such fiscal year by the Company or any
                  Subsidiary, PLUS (v) dividends paid by the Company in such
                  fiscal year in accordance with the terms of this Agreement,
                  PLUS (vi) voluntary principal payments to the Lenders in such
                  fiscal year in respect of the Term Loan, PLUS (vii) a working
                  capital allowance equal to the greater of either 32% of the
                  increase in working capital during such period, if any, OR
                  $1,500,000.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934 and
                  the regulations promulgated thereunder.

                  "FDIC" means the Federal Deposit Insurance Corporation, and
                  any Governmental Authority succeeding to any of its principal
                  functions.

                  "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
                  Agent of the rates for the last transaction in overnight
                  Federal funds arranged prior to 9:00 a.m. (Central time) on
                  that day by each of three leading brokers of Federal funds
                  transactions in Chicago selected by the Agent.

                  "FEE LETTER" has the meaning specified in SUBSECTION 2.12(a).

                  "FINTUBE ACQUISITION" means the acquisition by the Company of
                  essentially all of the assets of Fintube Limited Partnership,
                  a Delaware limited partnership, pursuant to the terms of the
                  Asset Purchase Agreement.

                  "FIXED CHARGE COVERAGE RATIO" means, as of any date of
                  determination, the ratio of (a) EBITDA for the period of four
                  fiscal quarters ending on such date to (b) Fixed Charges for
                  the period of four fiscal quarters ending on such
                  date.

                  "FIXED CHARGES" means, with respect to the Company and its
                  Subsidiaries on a consolidated basis, as of any date of
                  determination, (a) interest expenses paid or accrued on
                  outstanding Indebtedness for the period of four fiscal
                  quarters ending on the date of determination, plus (b)
                  principal payments on

                                       15

<PAGE>



                  Indebtedness required to be made in such period, (c) capital
                  expenditures of the Company for such period, (d) cash
                  dividends paid by the Company during such period, if any,
                  and (d) all the income taxes paid by the Company with cash
                  during such period; PROVIDED, that for the purposes of all
                  measurements through December 31, 2000, the amount
                  determined by reference to clause (a) shall be calculated
                  by aggregating interest expenses, for the period from
                  January 1, 2000 through the date of determination, dividing
                  such amount by the number of months in such period and
                  multiplying such result by 12.

                  "FLP" means Fintube Limited Partnership, a Delaware Limited
                  Partnership.

                  "FOREIGN SUBSIDIARY" means a Subsidiary organized under the
                  laws of a country other than the United States.

                  "FOREIGN SUBSIDIARY PLEDGE" means that certain Security and
                  Stock Pledge Agreement executed by the Company in favor of
                  Agent creating a pledge of 65% of the capital stock, units,
                  membership interests, partnership interests or other equity
                  interests of all of the Company's direct Foreign Subsidiaries.

                  "FRB" means the Board of Governors of the Federal Reserve
                  System, and any Governmental Authority succeeding to any of
                  its principal functions.

                  "FUNDED INDEBTEDNESS" of any Person means, without
                  duplication, (a) all Indebtedness of such Person other than
                  Indebtedness of the types referred to in clauses (c),(h) and
                  (i) of the definition of "Indebtedness", (b) all Contingent
                  Obligations of such Person with respect to Indebtedness of the
                  type referred to in clause (a) above of another Person and (c)
                  Indebtedness of the type referred to in clause (a) above of
                  any partnership or unincorporated joint venture for which such
                  Person is legally obligated or has a reasonable expectation of
                  being liable.

                  "FURTHER TAXES" means any and all present or future taxes,
                  levies, assessments, imposts, duties, deductions, fees,
                  withholdings or similar charges (including, without
                  limitation, net income taxes and franchise taxes), and all
                  liabilities with respect thereto, imposed by any jurisdiction
                  on account of amounts payable or paid pursuant to SECTION
                  4.01.

                  "GAAP" means generally accepted accounting principles set
                  forth from time to time 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 (or agencies with
                  similar functions of comparable stature and authority within
                  the U.S. accounting

                                       16

<PAGE>

                  profession), which are applicable to the circumstances as of
                  the date of determination.

                  "GOVERNMENTAL AUTHORITY" means any nation or government, any
                  state or other political subdivision thereof, any central bank
                  (or similar monetary or regulatory authority) thereof, any
                  entity exercising executive, legislative, judicial, regulatory
                  or administrative 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.

                  "GOVERNMENT CONTRACT" means a contract with any United States
                  Governmental Authority and pursuant to which the Company or
                  any of its Subsidiaries will be supplying services or goods
                  which are included in Inventory or Accounts of the Company or
                  any of its Subsidiaries.

                  "GOVERNMENT SUBCONTRACT" means each contract of the Company or
                  any of its Subsidiaries with a Person (other than the Company
                  or any of its Subsidiaries) for the supply of goods or
                  services to such Person pursuant to a Government Contract
                  between such Person and a United States Governmental
                  Authority.

                  "GUARANTORS" means ST Holdings and each of the Subsidiaries of
                  the Company from time to time party to the Subsidiary
                  Guaranty.

                  "GUARANTY OBLIGATION" has the meaning specified in the
                  definition of "Contingent Obligation."

                  "HAZARDOUS MATERIALS" means all those substances that are
                  regulated by, or which may form the basis of liability or a
                  standard of conduct under, any Environmental Law, including
                  any substance identified under any Environmental Law as a
                  pollutant, contaminant, hazardous waste, hazardous
                  constituent, special waste, hazardous substance, hazardous
                  material, or toxic substance, or petroleum or
                  petroleum-derived substance or waste.

                  "HONOR DATE" has the meaning specified in SUBSECTION 3.03(b).

                  "IMPORT LETTERS OF CREDIT AVAILABILITY" means 50% of Eligible
                  Import Letters of Credit issued under the L/C Commitment.

                  "INDEBTEDNESS" of any Person means, without duplication, (a)
                  all indebtedness for borrowed money; (b) all obligations
                  issued, undertaken or assumed as the deferred purchase price
                  of property or services (other than trade payables entered
                  into in the ordinary course of business on ordinary terms);
                  (c) all Contingent Obligations with respect to Surety
                  Instruments; (d) all obligations

                                       17

<PAGE>

                  evidenced by notes, bonds, debentures or similar
                  instruments, including obligations so evidenced incurred in
                  connection with the acquisition of property, assets or
                  businesses; (e) all indebtedness created or arising under
                  any conditional sale or other title retention agreement,
                  or incurred as financing, in either case with respect to
                  property acquired by the Person (even though the rights and
                  remedies of the seller or bank under such agreement in the
                  event of default are limited to repossession or sale of
                  such property); (f) all obligations with respect to capital
                  leases; (g) all indebtedness referred to in clauses (a)
                  through (f) above secured by (or for which the holder of
                  such Indebtedness has an existing right, contingent or
                  otherwise, to be secured by) any Lien upon or in property
                  (including accounts and contract rights) owned by such
                  Person, even though such Person has not assumed or become
                  liable for the payment of such Indebtedness; (h) all
                  preferred Capital Stock issued by such Person and required
                  by the terms thereof to be redeemed, or for which mandatory
                  sinking fund payments are due, by a fixed date; and (i) all
                  Guaranty Obligations in respect of indebtedness or
                  obligations of others of the kinds referred to in clauses
                  (a) through (h) above. For all purposes of this Agreement,
                  the Indebtedness of any Person shall include all recourse
                  Indebtedness of any partnership or joint venture in which
                  such Person is a general partner or a joint venturer.

                  "INDEMNIFIED LIABILITIES" has the meaning specified in SECTION
                  11.05.

                  "INDEMNIFIED PERSON" has the meaning specified in SECTION
                  11.05.

                  "INDEPENDENT AUDITOR" has the meaning specified in SUBSECTION
                  7.01(a).

                  "INSOLVENCY PROCEEDING" means, with respect to any Person, (a)
                  any case, action or proceeding with respect to such Person
                  before any court or other Governmental Authority relating to
                  bankruptcy, reorganization, insolvency, liquidation,
                  receivership, dissolution, winding-up or relief of debtors, or
                  (b) any general assignment for the benefit of creditors,
                  composition, marshaling of assets for creditors, or other,
                  similar arrangement in respect of its creditors generally or
                  any substantial portion of its creditors; in each case,
                  undertaken under U.S. Federal, state or foreign law, including
                  the Bankruptcy Code.

                  "INTEREST PAYMENT DATE" means, as to any Offshore Rate Loan,
                  the last day of each Interest Period applicable to such Loan
                  and, as to any Base Rate Loan, the last Business Day of each
                  calendar quarter; PROVIDED, HOWEVER, that if any Interest
                  Period for an Offshore Rate Loan exceeds three months, the
                  date that falls three months after the beginning of such
                  Interest Period and after each Interest Payment Date
                  thereafter is also an Interest Payment Date.

                                       18

<PAGE>

                  "INTEREST PERIOD" means, as to any Offshore Rate Loan, the
                  period commencing on the Borrowing Date of such Loan or on the
                  Conversion/Continuation Date on which the Loan is converted
                  into or continued as an Offshore Rate Loan, and ending on
                  the date one, two, three or six months thereafter as selected
                  by the Company in its Notice of Borrowing or Notice of
                  Conversion/Continuation;

                  PROVIDED that:

                                    (a) if any Interest Period would otherwise
                           end on a day that is not a Business Day, that
                           Interest Period shall be extended to the following
                           Business Day unless the result of such extension
                           would be to carry such Interest Period into another
                           calendar month, in which event such Interest Period
                           shall end on the preceding Business Day;

                                    (b) 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;

                                    (c) no Interest Period for the Term Loan
                           shall extend beyond the maturity date of the Term
                           Loan and no Interest Period for any Revolving Loan
                           shall extend beyond the date set forth in clause (a)
                           of the definition of Revolving Loan Termination Date;
                           and

                                    (d) no Interest Period applicable to a Term
                           Loan or portion thereof shall extend beyond any date
                           upon which is due any scheduled principal payment in
                           respect of the Term Loans unless the aggregate
                           principal amount of Term Loans represented by Base
                           Rate Loans, or by Offshore Rate Loans having Interest
                           Periods that will expire on or before such date,
                           equals or exceeds the amount of such principal
                           payment.

                  "INVENTORY AVAILABILITY" shall mean, at any time, an amount
                  equal to (i) fifty percent (50%) of the Company's and each
                  Subsidiary's Eligible Inventory (excluding Master Steel
                  Inventory) valued at the lower of the Company's standard cost
                  (calculated in accordance with GAAP) or market value, less
                  such reserves as Agent in its sole but reasonable discretion
                  and in accordance with its customary business practices elects
                  to establish; plus (ii) seventy-five percent (75%) of the
                  Company's and each Subsidiary's Master Steel Inventory valued
                  at the lower of the Company's standard cost (calculated in
                  accordance with GAAP) or market value, less such reserves as
                  Agent in its sole but reasonable discretion and in accordance
                  with its customary business practices elects to

                                       19

<PAGE>

                  establish. Agent will notify Company in writing of any
                  reserves it elects to establish from time to time.

                  "INVESTMENTS" has the meaning specified in SECTION 8.04.

                  "IRS" means the Internal Revenue Service, and any Governmental
                  Authority succeeding to any of its principal functions under
                  the Code.

                  "ISSUANCE DATE" has the meaning specified in SUBSECTION
                  3.01(a).

                  "ISSUE" means, with respect to any Letter of Credit, to issue
                  or to extend the expiry of, or to renew or increase the amount
                  of, such Letter of Credit; and the terms "ISSUED," "ISSUING"
                  and "ISSUANCE" have corresponding meanings.

                  "ISSUER" means, in respect of each Letter of Credit, BofA,
                  which has agreed to act as issuer of such Letter of Credit
                  hereunder.

                  "ISSUING LENDER" means, in respect of each Letter of Credit,
                  Bank of America, N.A. or any other Lender as permitted under
                  Section 3.01(b)(i) hereof.

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

                  "L/C ADVANCE" means each Revolving Lender's participation in
                  any L/C Borrowing in accordance with its Pro Rata Share.

                  "L/C AMENDMENT APPLICATION" means an application form for
                  amendment of outstanding standby or commercial documentary
                  letters of credit as shall at any time be in use at the
                  applicable Issuer, as such Issuer shall request.

                  "L/C APPLICATION" means an application form for issuances of
                  standby or commercial documentary letters of credit as shall
                  at any time be in use at the applicable Issuer, as such Issuer
                  shall request.

                  "L/C BORROWING" means an extension of credit resulting from a
                  drawing under any Letter of Credit which shall not have been
                  reimbursed on the date when made nor converted into a
                  Borrowing of Revolving Loans under SUBSECTION 3.03(b).

                                      20

<PAGE>

                  "L/C COMMITMENT" means the commitment of the Issuers to Issue,
                  and the commitment of the Revolving Lenders severally to
                  participate in, Letters of Credit from time to time Issued or
                  outstanding under ARTICLE III, in an aggregate amount not to
                  exceed on any date the amount of $7,500,000, as the same may
                  be reduced as a result of a reduction in the L/C Commitment
                  pursuant to SECTION 2.07; PROVIDED that the L/C Commitment
                  is a part of the Aggregate Revolving Loan Commitment, rather
                  than a separate, independent commitment.

                  "L/C OBLIGATIONS" means at any time the sum of (a) the
                  aggregate undrawn amount of all Letters of Credit then
                  outstanding, plus (b) the amount of all unreimbursed drawings
                  under all Letters of Credit, including all outstanding
                  L/C Borrowings.

                  "L/C-RELATED DOCUMENTS" means the Letters of Credit, the L/C
                  Applications, the L/C Amendment Applications and any other
                  document relating to any Letter of Credit, including any
                  standard form documents used by any Issuer for letter of
                  credit issuances.

                  "LENDER" has the meaning specified in the introductory clause
                  hereto. References to the "Lenders" shall include BofA,
                  including in its capacity as an Issuer and as Swing Line
                  Lender; for purposes of clarification only, to the extent that
                  BofA may have any rights or obligations in addition to those
                  of the Lenders due to its status as an Issuer or as Swing Line
                  Lender, its status as such will be specifically referenced.

                  "LENDING OFFICE" means, as to any Lender, the office or
                  offices of such Lender specified as its "Lending Office" or
                  "Domestic Lending Office" or "Offshore Lending Office", as the
                  case may be, on SCHEDULE 11.02, or such other office or
                  offices as such Lender may from time to time notify the
                  Company and the Agent.

                  "LETTERS OF CREDIT" means any letters of credit (whether
                  standby letters of credit or commercial documentary letters of
                  credit) issued by the Issuers pursuant to ARTICLE III,
                  including without limitation the existing letters of credit
                  set forth on SCHEDULE 1.01 hereto.

                  "LEVERAGE RATIO" means, as of any date of determination, the
                  ratio of (a) all Funded Indebtedness of the Company and its
                  Subsidiaries determined on a consolidated basis as of such
                  date, to (b) EBITDA for the period of four fiscal quarters
                  ending on such date.

                  "LIEN" means any security interest, mortgage, deed of trust,
                  pledge, hypothecation, assignment, charge or deposit
                  arrangement, encumbrance, lien

                                       21

<PAGE>

                  (statutory or other) or similar interest of any kind or
                  nature whatsoever in respect of any property (including those
                  created by, arising under or evidenced by any conditional
                  sale or other title retention agreement, the interest of a
                  lessor under a capital lease, any financing lease having
                  substantially the same economic effect as any of the
                  foregoing, or the filing of any financing statement
                  naming the owner of the asset to which such lien relates as
                  debtor, under the Uniform Commercial Code or any comparable
                  law) and any contingent or other agreement to provide any of
                  the foregoing, but not including the interest of a lessor
                  under an operating lease.

                  "LOAN" means an extension of credit by a Lender to the Company
                  under ARTICLE II or ARTICLE III in the form of a Revolving
                  Loan, Term Loan, Swing Line Loan
                  or L/C Advance.

                  "LOAN DOCUMENTS" means this Agreement, any Notes, the Fee
                  Letters, the L/CRelated Documents, the Collateral Documents,
                  the Rate Swap Documents and all other documents delivered to
                  the Agent or any Lender in connection
                  herewith.

                  "MARGIN STOCK" means "margin stock" as such term is defined in
                  Regulation T, U or X of the FRB.

                  "MASTER COIL INVENTORY" means unprocessed coil steel Inventory
                  of the Company or its Subsidiaries that would otherwise meet
                  the definition of Eligible Inventory.

                  "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 Company or the Company and its Subsidiaries
                  taken as a whole; (b) a material impairment of the ability of
                  the Company or any Subsidiary to perform under any Loan
                  Document and to avoid any Event of Default; or (c) a material
                  adverse effect upon the legality, validity, binding effect or
                  enforceability against the Company or any Subsidiary of any
                  Loan Document.

                  "MATERIAL SUBSIDIARY" means, at any time, any Subsidiary
                  having at such time total assets in excess of $3,000,000,
                  based to the extent applicable, upon the Company's most recent
                  annual or quarterly financial statements delivered to the
                  Agent pursuant to SECTION 7.01.

                  "MORTGAGE" means the two Real Estate Mortgages, Assignments,
                  Security Agreements and Financing Statements dated as of the
                  date hereof between the

                                       22

<PAGE>

                  Company and Agent creating a Lien on the Company's real
                  property or any interest in real property.

                  "MORTGAGED PROPERTY" means all property subject to a Lien
                  pursuant to the Mortgage.

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

                  "NET BORROWING AVAILABILITY" means (a) the lesser of (i) the
                  Aggregate Revolving Loan Commitment or (ii) the Borrowing Base
                  less (b) the outstanding principal amount of all Revolving
                  Loans plus Swing Line Loans outstanding plus the Effective
                  Amount of all L/C Obligations.

                  "NET PROCEEDS" means (a) with respect to any Asset
                  Disposition, the sum of cash or readily marketable cash
                  equivalents received (including by way of a cash generating
                  sale or discounting of a note or receivable, but excluding any
                  other consideration received in the form of assumption by the
                  acquiring Person of debt or other obligations relating to the
                  properties or assets so disposed of or received in any other
                  non-cash form) therefrom, whether at the time of such
                  disposition or subsequent thereto, and, in the case of an
                  Asset Disposition, net of all payments made by the Company or
                  any of its Subsidiaries on any Indebtedness which is secured
                  by such assets pursuant to a Permitted Lien upon or with
                  respect to such assets or which must by the terms of such
                  Lien, or in order to obtain a necessary consent to such Asset
                  Disposition, or by applicable law be repaid out of the
                  proceeds from such Asset Disposition and net of all costs and
                  expenses in readying for sale the disposal of assets or
                  properties or (b) with respect to any sale or issuance of any
                  debt or equity securities of the Company or any Subsidiary,
                  cash or readily marketable cash equivalents received (but
                  excluding any other non-cash form) therefrom, whether at the
                  time of such disposition, sale or issuance or subsequent
                  thereto, net, in either case, of all legal, title and
                  recording tax expenses, commissions and other fees and all
                  costs and expenses incurred and all federal, state, local and
                  other taxes required to be paid or accrued as a liability as a
                  consequence of such transactions .

                  "NET WORTH" means the shareholders' equity or net worth of the
                  Company and its Subsidiaries as determined in accordance with
                  GAAP.

                  "NON-SURETY L/C'S" means letters of credit which are not
                  Surety L/C's.

                                       23

<PAGE>

                  "Note" or "Notes" mean the Revolving Notes and Term Notes.

                  "NOTICE OF BORROWING" means a notice in substantially the
                  form of EXHIBIT A.

                  "NOTICE OF CONVERSION/CONTINUATION" means a notice in
                  substantially the form of EXHIBIT B.

                  "OBLIGATIONS" means all advances, debts, liabilities,
                  obligations, covenants and duties arising under any Loan
                  Document owing by the Company to any Lender, the Agent,
                  or any Indemnified Person, whether direct or indirect
                  (including those acquired by assignment), absolute or
                  contingent, due or to become due, now existing or hereafter
                  arising.

                  "OFFSHORE RATE" means, for any Interest Period, with respect
                  to Offshore Rate Loans comprising part of the same Borrowing,
                  the rate of interest per annum (rounded upward to the next
                  1/16th of 1%) determined by the Agent as
                  follows:

                  Offshore Rate    =                    LIBOR
                                          ------------------------------------
                                          1.00 - Eurodollar Reserve Percentage
                  Where,

                  "EURODOLLAR RESERVE PERCENTAGE" means for any day for any
                  Interest Period the maximum reserve percentage (expressed as a
                  decimal, rounded upward to the next 1/100th of 1%) in effect
                  on such day (whether or not applicable to any Lender) under
                  regulations issued from time to time by the FRB for
                  determining the maximum reserve requirement (including any
                  emergency, supplemental or other marginal reserve requirement)
                  with respect to Eurocurrency funding (currently referred to as
                  "Eurocurrency liabilities"); and

                  "LIBOR" means the rate of interest per annum determined by the
                  Agent to be the rate of interest at which dollar deposits in
                  the approximate amount of the amount of the Loan to be made or
                  continued as, or converted into, an Offshore Rate Loan by BofA
                  and having a maturity comparable to such Interest Period are
                  offered based on information presented to the Telerate Screen
                  as of 11:00 a.m. (London time) two (2) Business Days prior to
                  the commencement of such Interest Period; PROVIDED that if at
                  least two such offered rates appear on the Telerate Screen
                  (page 3750 or any successor screen) in respect of such
                  Interest Period, the arithmetic mean of all such rates (as
                  determined by the Agent) will be the rate used; PROVIDED
                  FURTHER, that if the Telerate System ceases to provide LIBOR
                  quotations, such rate shall be as the rate at which dollar
                  deposits in the approximate amount of the requested Offshore
                  Rate Loan for such Interest Period would be offered by BofA to
                  major banks in the London interbank

                                       24
<PAGE>
                  market at their request at approximately 11:00 a.m. (London
                  time) two Business Days prior to the commencement of such
                  Interest Period.

                  The Offshore Rate shall be adjusted automatically as to all
                  Offshore Rate Loans then outstanding as of the effective date
                  of any change in the Eurodollar Reserve
                  Percentage.

                  "OFFSHORE RATE LOAN" means a Loan that bears interest based on
                  the Offshore Rate.

                  "ORGANIZATION DOCUMENTS" means, for any corporation, the
                  certificate or articles of incorporation, the bylaws, any
                  certificate of determination or instrument relating to the
                  rights of preferred shareholders of such corporation, any
                  shareholder rights agreement, and all applicable resolutions
                  of the board of directors (or any committee thereof) of such
                  corporation.

                  "OTHER TAXES" means any present or future stamp, court or
                  documentary taxes or any other excise or property taxes,
                  charges or similar levies which arise from any payment made
                  hereunder or from the execution, delivery, performance,
                  enforcement or registration of, or otherwise with respect to,
                  this Agreement or any other Loan Documents.

                  "PARTICIPANT" has the meaning specified in SUBSECTION
                  11.08(e).

                  "PBGC" means the Pension Benefit Guaranty Corporation, or any
                  Governmental Authority succeeding to any of its principal
                  functions under ERISA.

                  "PENSION PLAN" means a pension plan (as defined in Section
                  3(2) of ERISA) subject to Title IV of ERISA which the Company
                  or any ERISA Affiliate sponsors, maintains, or to which it
                  makes, is making, or is obligated to make contributions, or
                  otherwise has any liability, 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 (5) plan years.

                  "PERMITTED LIENS" has the meaning specified in SECTION 8.01.

                  "PERMITTED SWAP OBLIGATIONS" means all obligations (contingent
                  or otherwise) of the Company or any Subsidiary existing or
                  arising under Swap Contracts, provided that each of the
                  following criteria is satisfied: (a) such obligations are (or
                  were) entered into by such Person in the ordinary course of
                  business for the purpose of directly mitigating risks
                  associated with liabilities, commitments or assets held or
                  reasonably anticipated by such Person, or changes in the value
                  of

                                      25

<PAGE>

                  securities issued by such Person in conjunction with a
                  securities repurchase program not otherwise prohibited
                  hereunder, and not for purposes of speculation or taking a
                  "market view"; and (b) such Swap Contracts do not contain any
                  provision ("walk-away" provision) exonerating the
                  non-defaulting party from its obligation to make payments on
                  outstanding transactions to the defaulting party.

                  "PERSON" means an individual, partnership, corporation,
                  limited liability company, business trust, joint stock
                  company, trust, unincorporated association, joint venture or
                  Governmental Authority.

                  "PLAN" means an employee benefit plan (as defined in Section
                  3(3) of ERISA) which the Company or any ERISA Affiliate
                  sponsors or maintains or to which the Company or any ERISA
                  Affiliate makes, is making, or is obligated to make
                  contributions or otherwise has any liability and includes any
                  Pension Plan.

                  "PLEDGED COLLATERAL" has the meaning specified in the Foreign
                  Subsidiary Pledge Agreement, Domestic Subsidiary Pledge, and
                  ST Holdings Pledge Agreement.

                  "PRO FORMA FINANCIAL STATEMENTS" means (i) the unaudited pro
                  forma balance sheet for the Company and its Subsidiaries as of
                  September 30, 1999 and after giving effect to the Fintube
                  Acquisition and the transactions contemplated hereby and
                  reflecting estimated purchase price accounting adjustments,
                  prepared and provided by the Company, and, (ii) annual pro
                  forma projections for five years, prepared by the Company, in
                  each case in form and substance acceptable to the Agent, and
                  such other financial information relating to the Fintube
                  Acquisition as the Agent may reasonably request.

                  "PRO RATA REVOLVING SHARE" means, as to any Revolving Lender,
                  (a) at any time at which the Aggregate Revolving Loan
                  Commitment remains outstanding, the percentage equivalent
                  (expressed as a decimal rounded to the ninth decimal place) at
                  such time of such Lender's Revolving Loan Commitment divided
                  by the Aggregate Revolving Loan Commitment, and (b) after the
                  termination of the Aggregate Revolving Loan Commitment, the
                  percentage equivalent (expressed as a decimal, rounded to the
                  ninth decimal place) at such time of the principal amount of
                  such Lender's outstanding Revolving Loans (other than Swing
                  Line Loans) divided by the aggregate principal amount of the
                  outstanding Revolving Loans (other than Swing Line Loans) of
                  all the Lenders.

                  "PRO RATA SHARE" means, as to any Lender, (a) in respect of a
                  particular Loan and/or Commitment, (i) at any time at which
                  the Commitments in respect of such Loan remain outstanding,
                  the percentage equivalent (expressed as a decimal, rounded to
                  the ninth decimal place) at such time of such Lender's

                                      26

<PAGE>

                  Commitment in respect of such Loan divided by the combined
                  Commitments in respect of such Loan, and (ii) after the
                  termination of the Commitments in respect of such Loan, the
                  percentage equivalent (expressed as a decimal, rounded to the
                  ninth decimal place) at such time of the principal amount
                  outstanding of such Loans held by such Lender divided by the
                  aggregate principal amount outstanding of such Loans held by
                  all Lenders, and (b) in respect of all Loans and/or
                  Commitments, (i) at any time at which the Aggregate
                  Commitment (or any portion thereof) remains outstanding, the
                  percentage equivalent (expressed as a decimal, rounded to the
                  ninth decimal place) at such time of such Lender's Commitments
                  in respect of all Loans (and if any Term Loans are
                  outstanding, with the Term Loan Commitment deemed to be
                  outstanding to the extent of the principal amount of the
                  related Term Loan which is then outstanding) divided by the
                  Aggregate Commitment, and (b) after the termination of the
                  Aggregate Commitment, the percentage equivalent (expressed as
                  a decimal, rounded to the ninth decimal place) at such time of
                  the principal amount of such Lender's outstanding Loans
                  (including such Lender's ratable share of outstanding Swing
                  Line Loans and L/C Obligations) divided by the aggregate
                  principal amount of the outstanding Loans and L/C Obligations
                  of all of the Lenders.

                  "RATE SWAP DOCUMENTS" means, collectively, all Swap Contracts
                  entered into between the Company and any Lender or any
                  Affiliate thereof in respect of any portion of the
                  Obligations.

                  "RECEIVABLES AVAILABILITY" means at any time an amount equal
                  to eighty percent (80%) of the face amount (less maximum
                  discounts, credits and allowances which may be taken by or
                  granted to Account Debtors in connection therewith)
                  outstanding at such time under existing Eligible Accounts,
                  less such reserves as Agent in its reasonable discretion and
                  in accordance with its customary business practices elects to
                  establish less applied progress payments received from the
                  U.S. Government with respect to such Eligible Accounts for
                  goods sold to the U.S. Government. Agent shall notify the
                  Company in writing of any reserves it chooses to establish
                  from time to time.

                  "REPORTABLE EVENT" means, any of the events set forth in
                  Section 4043(c) of ERISA or the regulations thereunder, other
                  than any such event for which the 30-day notice requirement
                  under ERISA has been waived in regulations issued by the PBGC.

                  "REQUIRED LENDERS" means at any time Lenders then holding
                  at least 66-2/3% of the sum of (a) the then aggregate
                  unpaid principal amount of the Term Loans, PLUS (b) the
                  amount of the Aggregate Revolving Loan Commitment (or if
                  the Revolving Loan Commitment has been terminated, then the
                  aggregate principal

                                      27
<PAGE>

                  amount outstanding of Revolving Loans and Swing Line Loans,
                  plus the outstanding amount of L/C Obligations); PROVIDED,
                  that, if no principal amount of any Loan is then
                  outstanding, then "Required Lenders" shall mean Lenders
                  then having at least of the 66-2/3% Aggregate Revolving
                  Loan Commitment.

                  "REQUIRED REVOLVING LENDERS" means at any time Revolving
                  Lenders then holding at least 66-2/3% of the then aggregate
                  unpaid principal amount of the Revolving Loans (other than
                  Swing Line Loans), or, if no such principal amount is then
                  outstanding, Revolving Lenders then having at least 66-2/3%
                  of the Aggregate Revolving Loan Commitment.

                  "REQUIREMENT OF LAW" means, as to any Person, any law
                  (statutory or common), treaty, rule or regulation or
                  determination of an arbitrator or of a Governmental Authority,
                  in each case applicable to or binding upon the Person or any
                  of its property or to which the Person or any of its property
                  is subject.

                  "RESPONSIBLE OFFICER" means the chief executive officer, the
                  president, the chief financial officer or the treasurer of the
                  Company, or any other officer having substantially the same
                  authority and responsibility.

                  "REVOLVING LENDER" means any Lender having a Revolving Loan
                  Commitment.

                  "REVOLVING LOAN" has the meaning specified in SUBSECTION
                  2.01(b).

                  "REVOLVING LOAN COMMITMENT", as to each Revolving Lender, has
                  the meaning specified in SUBSECTION 2.01(b).

                  "REVOLVING NOTE" means a promissory note executed by the
                  Company in favor of a Lender pursuant to SUBSECTION 2.02(b),
                  in substantially the form of EXHIBIT E-1.

                  "REVOLVING LOAN TERMINATION DATE" means the earlier to occur
                  of:

                           (a)      December 31, 2005; and

                           (b)      the date on which the Aggregate Revolving
                                    Loan Commitment terminates in accordance
                                    with the provisions of this Agreement.

                  "SAME DAY FUNDS" means (a) with respect to disbursements and
                  payments in Dollars, immediately available funds, and (b) with
                  respect to disbursements and payments in an offshore currency,
                  same day or other funds as may be determined by the Agent to
                  be customary in the place of disbursement or

                                      28
<PAGE>

                  payment for the settlement of international banking
                  transactions in the relevant Offshore Currency.

                  "SEC" means the Securities and Exchange Commission, or any
                  Governmental Authority succeeding to any of its principal
                  functions.

                  "SECURITY AGREEMENT" means that certain Security Agreement
                  dated as of the date hereof between the Company and the Agent.

                  "SOLVENT" means, as to any Person at any time, that (a) the
                  fair value of the property of such Person is greater than the
                  amount of such Person's liabilities (including disputed,
                  contingent and unliquidated liabilities) as such value is
                  established and liabilities evaluated for purposes of Section
                  101(31) of the Bankruptcy Code; (b) the present fair saleable
                  value of the property of such Person is not less than the
                  amount that will be required to pay the probable liability of
                  such Person on its debts as they become absolute and matured;
                  (c) such Person is able to realize upon its property and pay
                  its debts and other liabilities (including disputed,
                  contingent and unliquidated liabilities, but applying the
                  reasonably anticipated liability, after giving effect to
                  payments under insurance policies and indemnity agreements
                  which such Person reasonably expects to receive) as they
                  mature in the normal course of business; (d) such Person does
                  not intend to, and does not believe that it will, incur debts
                  or liabilities beyond such Person's ability to pay as such
                  debts and liabilities mature; and (e) such Person is not
                  engaged in business or a transaction, and is not about to
                  engage in business or a transaction, for which such Person's
                  property would constitute unreasonably small capital.

                  "ST HOLDINGS" means Lone Star ST Holdings, Inc., a Delaware
                  corporation.

                  "ST HOLDINGS GUARANTY" means that certain Guaranty Agreement
                  dated as of the date hereof by ST Holdings in favor of the
                  Agent and the Lenders.

                  "ST HOLDINGS PLEDGE" means the Security and Stock Pledge
                  Agreement dated as of the date hereof between ST Holdings and
                  the Agent.

                  "STATED AMOUNT" means the stated or face amount of a Letter of
                  Credit to the extent available at the time for drawing
                  (subject to presentment of all requested documents), as the
                  same may be increased or decreased from time to time in
                  accordance with the terms of such Letter of Credit.

                  "SUBSIDIARY" of a Person means any corporation, association,
                  partnership, limited liability company, joint venture or other
                  business entity of which more than 50% of the voting stock,
                  membership interests or other equity interests (in

                                      29
<PAGE>

                  the case of Persons other than corporations), is owned or
                  controlled directly or indirectly by the Person, or one or
                  more of the Subsidiaries of the Person, or a combination
                  thereof. Unless the context otherwise clearly requires,
                  references herein to a "Subsidiary" or "Subsidiaries" refer
                  to a Subsidiary or Subsidiaries of the Company.

                  "SUBSIDIARY GUARANTY" means that certain Subsidiary Guaranty
                  dated as of the date hereof by certain of the Subsidiaries in
                  favor of the Agent and the Lenders.

                  "SUBSIDIARY SECURITY AGREEMENT" means that certain Security
                  Agreement to be executed by a Material Subsidiary as specified
                  in SECTION 7.14.

                  "SURETY BONDS" means all bonds issued for the account of the
                  Company or any Subsidiary to assure the performance thereby
                  (or to the extent issued in the ordinary course of business,
                  any other Person) under any contract entered into in the
                  ordinary course of business.

                  "SURETY INSTRUMENTS" means all letters of credit (including
                  standby and commercial), banker's acceptances, bank
                  guaranties, shipside bonds, performance bonds, Surety Bonds
                  and similar instruments.

                  "SURETY L/C'S" means letters of credit which are issued for
                  the account of the Company or any Subsidiary to provide credit
                  support, in the ordinary course of business, for (a) a
                  contract bid by any such Person, (b) the performance by any
                  such Person under any contract, (c) any warranty extended by
                  any such Person and (d) the repayment of advance payments made
                  to any such Person.

                  "SWAP CONTRACT" means any agreement, whether or not in
                  writing, relating to any transaction that is a rate swap,
                  basis swap, forward rate transaction, commodity swap,
                  commodity option, equity or equity index swap or option, bond,
                  note or bill option, interest rate option, forward foreign
                  exchange transaction, cap, collar or floor transaction,
                  currency swap, cross-currency rate swap, swaption, currency
                  option or any other, similar transaction (including any option
                  to enter into any of the foregoing) or any combination of the
                  foregoing, and, unless the context otherwise clearly requires,
                  any master agreement relating to or governing any or all of
                  the foregoing.

                  "SWAP TERMINATION VALUE" means, in respect of any one or more
                  Swap Contracts, after taking into account the effect of any
                  legally enforceable netting agreement relating to such Swap
                  Contracts, (a) for any date on or after the date such Swap
                  Contracts have been closed out and termination value(s)
                  determined in accordance therewith, such termination value(s),
                  and (b) for any date prior to the date referenced in clause
                  (a) the amount(s) determined as the mark-to-market

                                      30
<PAGE>

                  value(s) for such Swap Contracts, as determined by the
                  Company based upon one or more mid-market or other readily
                  available quotations provided by any recognized dealer in
                  such Swap Contracts (which may include any Lender).

                  "SWING LINE COMMITMENT" means at any time, the obligation of
                  the Swing Line Lender to make Swing Line Loans pursuant to
                  SECTION 2.05.

                  "SWING LINE LENDER" means BofA, in its capacity as provider
                  of the Swing Line Loans.

                  "SWING LINE LOAN" means a Loan made by the Swing Line Lender
                  hereunder that is not a Revolving Loan or a Term Loan.

                  "SWING LINE NOTE" means a promissory note in substantially the
                  form of EXHIBIT F.

                  "SWING LINE RATE" means, at any time, for each Swing Line
                  Loan, (a) the Base Rate in effect as of the Business Day of
                  the making of a Swing Line Loan PLUS (b) the Applicable Base
                  Rate Margin in respect of Revolving Loans then in effect.

                  "TAXES" means any and all present or future taxes, levies,
                  assessments, imposts, duties, deductions, fees, withholdings
                  or similar charges, and all liabilities with respect thereto,
                  excluding, in the case of each Lender and the Agent,
                  respectively, taxes imposed on or measured by its net income
                  by the jurisdiction (or any political subdivision thereof)
                  under the laws of which such Lender or the Agent, as the case
                  may be, is organized or maintains a lending office.

                  "TERM LOAN" has the meaning specified in SUBSECTION 2.01(a).

                  "TERM LOAN COMMITMENT" means, as to each Lender, such Lender's
                  Term Loan Commitment, as specified on SCHEDULE 2.01.

                  "TERM LOAN TERMINATION DATE" means the earlier to occur of:

                           (a)      December 31, 2005; and

                           (b)      the date on which the Term Loan Commitment
                                    terminates in accordance with this
                                    Agreement.

                  "TERM NOTE" means a promissory note executed by the Company in
                  favor of a Lender pursuant to SUBSECTION 2.02(b), in
                  substantially the form of EXHIBIT E-2.

                                      31
<PAGE>

                  "TRANSACTION DOCUMENTS" means the Loan Documents and the
                  Acquisition Documents.

                  A "TYPE" of Loan means its status as either a Base Rate Loan
                  or an Offshore Rate Loan.

                  "UCC" means the Uniform Commercial Code as in effect in the
                  State of Oklahoma.

                  "UNFUNDED PENSION LIABILITY" means the excess of a Plan's
                  benefit liabilities under Section 4001(a)(16) of ERISA, over
                  the current value of that Plan's assets, determined in
                  accordance with the assumptions used for funding the Pension
                  Plan pursuant to Section 412 of the Code for the applicable
                  plan year.

                  "UNITED STATES" and "U.S." each means the United States of
                  America.

                  "VOTING STOCK" of any Person as of any date means the Capital
                  Stock of such Person that is entitled to vote in the election
                  of the board of directors (or other governing body) of such
                  Person.

                  "WHOLLY-OWNED SUBSIDIARY" means any corporation in which
                  (other than directors' qualifying shares required by law) 100%
                  of the capital stock of each class having ordinary voting
                  power, and 100% of the capital stock of every other class, in
                  each case (or, in the case of Persons other than corporations,
                  membership interests or other equity interests), at the time
                  as of which any determination is being made, is owned,
                  beneficially and of record, by the Company, or by one or more
                  of the other Wholly-Owned Subsidiaries, or both.

                  "WORKING CAPITAL" means (a) Current Assets, LESS (b) Current
                  Liabilities.

                  "YEAR 2000 PROBLEM" means any significant risk that computer
                  hardware, software or equipment containing embedded microchips
                  essential to the business or operations of the Company or any
                  of its Subsidiaries will not, in the case of dates or time
                  periods occurring after December 31, 1999, function at least
                  as efficiently and reliably as in the case of times or time
                  periods occurring before January 1, 2000, including the making
                  of accurate leap year calculations.

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

                  (b) The words "hereof", "herein", "hereunder" and similar
         words refer to this Agreement as a whole and not to any particular
         provision of this Agreement; and

                                      32
<PAGE>

         subsection, Section, Schedule and Exhibit references are to this
         Agreement unless otherwise specified.

                  (c)      (i)   The term "documents" includes any and all
         instruments, documents, agreements, certificates, indentures, notices
         and other writings, however evidenced.

                           (ii)  The term "including" is not limiting and means
                           "including without limitation."

                           (iii) 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."

                           (iv)  The term "property" includes any kind of
                           property or asset, real, personal or mixed, tangible
                           or intangible.

                  (d) Unless otherwise expressly provided herein, (i) references
         to agreements (including this Agreement) and other contractual
         instruments shall be deemed to include all subsequent amendments and
         other modifications thereto, but only to the extent such amendments and
         other modifications are not prohibited by the terms of any Loan
         Document, and (ii) references to any statute or regulation are to be
         construed as including all statutory and regulatory provisions
         consolidating, amending, replacing, supplementing or interpreting the
         statute or regulation.

                  (e) The captions and headings of this Agreement are for
         convenience of reference only and shall not affect the interpretation
         of this Agreement.

                  (f) This Agreement and other Loan Documents may use several
         different limitations, tests or measurements to regulate the same or
         similar matters. All such limitations, tests and measurements are
         cumulative and shall each be performed in accordance with their terms.

                  (g) Unless otherwise expressly provided, any reference to any
         action of the Agent or the Lenders by way of consent, approval or
         waiver shall be deemed modified by the phrase "in its/their sole
         discretion."

                  (h) This Agreement and the other Loan Documents are the result
         of negotiations among and have been reviewed by counsel to the Agent,
         the Company and the other parties, and are the products of all parties.
         Accordingly, they shall not be construed against the Lenders or the
         Agent merely because of the Agent's or Lenders' involvement in their
         preparation.

                                      33
<PAGE>

         1.03 ACCOUNTING PRINCIPLES. (a) Unless the context otherwise clearly
requires, all accounting terms not expressly defined herein shall be construed,
and all financial computations required under this Agreement shall be made, in
accordance with GAAP, consistently applied.

                  (b) References herein to "fiscal year" and "fiscal quarter"
         refer to such fiscal periods of the Company.

                  (c) In the event that any changes in GAAP occur after the date
         of this Agreement and such changes result in a material variation in
         the method of calculation of financial covenants or other terms of this
         Agreement, then the Company, the Agent and the Lenders agree to amend
         such provisions of this Agreement so as to equitably reflect such
         changes so that the criteria for evaluating the Company's financial
         condition will be the same after such changes as if such changes had
         not occurred.


                                   ARTICLE II

                                   THE CREDITS

         2.01 AMOUNTS AND TERMS OF COMMITMENTS. (a) TERM LOAN. Each Lender
severally agrees, on the terms and conditions set forth herein, to make a single
loan to the Company (each such loan, a "TERM LOAN") on the Closing Date in an
amount not to exceed such Lender's Term Loan Commitment as set forth on SCHEDULE
2.01. Amounts borrowed as a Term Loan which are repaid or prepaid by the Company
may not be reborrowed.

                  (b) THE REVOLVING CREDIT. Each Revolving Lender severally
         agrees, on the terms and conditions set forth herein, to make loans to
         the Company (each such loan, a "REVOLVING LOAN") from time to time on
         any Business Day during the period from the Closing Date to the
         Revolving Loan Termination Date, in an aggregate amount not to exceed
         at any time outstanding the amount set forth on SCHEDULE 2.01 (such
         amount, as the same may be reduced under SECTION 2.07 or as a result of
         one or more assignments under SECTION 11.08, the Revolving Lender's
         "REVOLVING LOAN COMMITMENT"); PROVIDED, HOWEVER, that, after giving
         effect to any Borrowing of Revolving Loans, the Effective Amount of all
         outstanding Revolving Loans, together with Swing Line Loans outstanding
         at such time and the Effective Amount of all L/C Obligations, shall not
         at any time exceed the lesser of (i) the Aggregate Revolving Loan
         Commitment or (ii) the Borrowing Base; AND PROVIDED FURTHER, that the
         Effective Amount of the Revolving Loans of any Revolving Lender plus
         the participation of such Revolving Lender in the Effective Amount of
         all L/C Obligations plus such Revolving Lender's Pro Rata Revolving
         Share of any outstanding Swing Line Loans shall not at any time exceed
         such Revolving Lender's Revolving Loan Commitment. Within the limits of
         each Revolving Lender's Commitment, and subject to the other terms and
         conditions hereof,

                                      34
<PAGE>

         the Company may borrow under this SUBSECTION 2.01(b), prepay under
         SECTION 2.08 and reborrow under this SUBSECTION 2.01(b).

         2.02 LOAN ACCOUNTS. (a) The Loans made by each Lender and the Letters
of Credit Issued by the Issuer shall be evidenced by one or more accounts or
records maintained by such Lender or Issuer, as the case may be, in the ordinary
course of business. The accounts or records maintained by the Agent, the Issuer
and each Lender shall be conclusive absent manifest error of the amount of the
Loans made by the Lenders to the Company and the Letters of Credit Issued for
the account of the Company, and the interest and payments thereon. Any failure
so to record or any error in doing so shall not, however, limit or otherwise
affect the obligation of the Company hereunder to pay any amount owing with
respect to the Loans or any Letter of Credit.

                  (b) The Company shall issue to each Lender notes in the form
         of EXHIBIT E-1 in the case of Revolving Loans and/or EXHIBIT E-2 in the
         case of Term Loans (each, a "NOTE" and collectively, the "NOTES") to
         evidence such Lender's Loans (or, in the case of Swing Line Loans, in
         the form of EXHIBIT F). Each Lender may, instead of or in addition to
         maintaining a loan account, endorse on the schedule annexed to its
         Note(s) the date, amount and maturity of each Loan made by it and the
         amount of each payment of principal made by the Company with respect
         thereto. Each such Lender is irrevocably authorized by the Company to
         endorse its Note(s) or Swing Line Note, as applicable, and each
         Lender's record shall be conclusive absent manifest error; PROVIDED,
         HOWEVER, that the failure of a Lender to make, or an error in making, a
         notation thereon with respect to any Loan shall not limit or otherwise
         affect the obligations of the Company hereunder or under any such Note
         or Swing Line Note to such Lender.

         2.03 PROCEDURE FOR BORROWING. (a) Each Borrowing shall be made upon the
Company's irrevocable notice delivered to the Agent in the form of a Notice of
Borrowing (which notice must be received by the Agent prior to 11:00 a.m.
(Central time) (i) three Business Days prior to the requested Borrowing Date, in
the case of Offshore Rate Loans; and (ii) one Business Day prior to the
requested Borrowing Date (or in the case of the initial Credit Extension, at the
option of the Agent, on the requested Borrowing Date), in the case of Base Rate
Loans, specifying:

                                    (A) the amount of the Borrowing, which shall
                           be for Offshore Rate Loans in an aggregate minimum of
                           $1,000,000 or any multiple of $100,000 in excess
                           thereof and for Base Rate Loans in an aggregate
                           minimum of $500,000 or any multiple of $100,000 in
                           excess thereof;

                                    (B) the requested Borrowing Date, which
                           shall be a Business Day;

                                      35
<PAGE>

                                    (C) the Type of Loans comprising the
                           Borrowing; and

                                    (D) with respect to Offshore Rate Loans, the
                           duration of the Interest Period for 1, 2, 3 or 6
                           months that is to be applicable to such Loans
                           included in such notice. If the Notice of Borrowing
                           fails to specify the duration of the Interest Period
                           for any Borrowing comprised of Offshore Rate Loans,
                           such Interest Period shall be three months;

         PROVIDED, HOWEVER, that with respect to the Borrowing to be made on the
         Closing Date, such Borrowing will consist of Base Rate Loans only.

                  (b) The Agent will promptly notify each applicable Lender of
         its receipt of any Notice of Borrowing and, in respect of Borrowings of
         Revolving Loans, of the amount of such Revolving Lender's Pro Rata
         Revolving Share of that Borrowing.

                  (c) Each Lender will make the amount of its Pro Rata Share of
         each Borrowing available to the Agent for the account of the Company at
         the Agent's Payment Office by 1:00 p.m. (Central time) on the Borrowing
         Date requested by the Company in funds immediately available to the
         Agent. The proceeds of all such Loans will then be made available to
         the Company by the Agent at such office by crediting the account of the
         Company on the books of BofA with the aggregate of the amounts made
         available to the Agent by the Lenders and in like funds as received by
         the Agent.

                  (d) After giving effect to any Borrowing, unless the Agent
         shall otherwise consent, there may not be more than six different
         Interest Periods in effect.

                  (e) The Company hereby authorizes the Lenders and the Agent to
         accept Notices of Borrowing based on telephonic notices made by any
         person or persons the Agent or any Lender in good faith believes to be
         acting on behalf of the Company. The Company agrees to deliver promptly
         to the Agent a written confirmation of each telephonic notice, signed
         by a Responsible Officer or an authorized designee. If the written
         confirmation differs in any material respect from the telephonic
         notice, the records of the Agent and the Lenders shall govern absent
         manifest error.

         2.04     CONVERSION AND CONTINUATION ELECTIONS.  (a) The Company may,
upon irrevocable notice to the Agent in accordance with SUBSECTION 2.04(b):

                           (i)  elect, as of any Business Day, in the case of
                  Base Rate Loans, or as of the last day of the applicable
                  Interest Period, in the case of any other Type of Revolving
                  Loans or Term Loans, to convert any such Loans (or any part
                  thereof in an amount not less than $1,000,000 or that is in an
                  integral multiple of $100,000 in excess thereof for Offshore
                  Rate Loans and not less than

                                      36
<PAGE>

                  $500,000 or that is in an integral multiple of $100,000 in
                  excess thereof for Base Rate Loans) into Loans of any other
                  Type; or

                           (ii) elect as of the last day of the applicable
                  Interest Period, to continue any Revolving Loans or Term Loans
                  having Interest Periods expiring on such day (or any part
                  thereof in an amount not less than $1,000,000 or that is in an
                  integral multiple of $100,000 in excess thereof for Offshore
                  Rate Loans);

         PROVIDED, that if at any time the aggregate amount of Offshore Rate
         Loans in respect of any Borrowing is reduced, by payment, prepayment,
         or conversion of part thereof to be less than $1,000,000 such Offshore
         Rate Loans shall automatically convert into Base Rate Loans, and on and
         after such date the right of the Company to continue such Loans as, and
         convert such Loans into, Offshore Rate Loans shall terminate.

                  (b) The Company shall deliver a Notice of
         Conversion/Continuation to be received by the Agent not later than
         11:00 a.m. (Central time) at least (i) three Business Days in advance
         of the Conversion/Continuation Date, if the Loans are to be converted
         into or continued as Offshore Rate Loans; and (ii) at least one
         Business Day in advance of the Conversion/Continuation Date, if the
         Loans are to be converted into Base Rate Loans, specifying:

                           (i)     the proposed Conversion/Continuation Date;

                           (ii)    the aggregate amount of Loans to be
                           converted or continued;

                           (iii)   the Type of Loans resulting from the proposed
                           conversion or continuation; and

                           (iv)    other than in the case of conversions into
                           Base Rate Loans, the duration of the requested
                           Interest Period.

                  (c) If upon the expiration of any Interest Period applicable
         to Offshore Rate Loans, the Company has failed to select timely a new
         Interest Period to be applicable to such Offshore Rate Loans, as the
         case may be, or if any Default or Event of Default then exists, the
         Company shall be deemed to have elected to convert such Offshore Rate
         Loans into Base Rate Loans effective as of the expiration date of such
         Interest Period.

                  (d) The Agent will promptly notify each applicable Lender of
         its receipt of a Notice of Conversion/Continuation, or, if no timely
         notice is provided by the Company, the Agent will promptly notify each
         applicable Lender of the details of any automatic conversion. All
         conversions and continuations shall be made ratably

                                      37
<PAGE>

         according to the respective outstanding principal amounts of the Loans
         with respect to which the notice was given held by each Lender.

                  (e) Unless the Required Lenders otherwise consent, during the
         existence of a Default or Event of Default, the Company may not elect
         to have a Loan converted into or continued as an Offshore Rate Loan.

                  (f) After giving effect to any conversion or continuation of
         Loans, unless the Agent shall otherwise consent, there may not be more
         than six (6) different Interest
         Periods in effect.

                  (g) The Company hereby authorizes the Lenders and the Agent to
         accept Notices of Conversion/Continuation based on telephonic notices
         made by any person or persons the Agent or any Lender in good faith
         believes to be acting on behalf of the Company. The Company agrees to
         deliver promptly to the Agent a written confirmation of each telephonic
         notice, signed by a Responsible Officer. If the written confirmation
         differs in any material respect from the telephonic notice, the records
         of the Agent and the Lenders shall govern absent manifest error.

         2.05 THE SWING LINE LOANS. Subject to the terms and conditions hereof,
the Swing Line Lender agrees to make Swing Line Loans to the Company from time
to time prior to the Revolving Loan Termination Date in an aggregate principal
amount at any one time outstanding not to exceed $4,000,000; PROVIDED, that
after giving effect to any such Swing Line Loan, the Effective Amount of all
Revolving Loans, Swing Line Loans and L/C Obligations at such time would not
exceed the lesser of (i) the Aggregate Revolving Loan Commitment or (ii) the
Borrowing Base at such time. Prior to the Revolving Loan Termination Date, the
Company may use the Swing Line Commitment by borrowing, prepaying the Swing Line
Loans in whole or in part, and reborrowing, all in accordance with the terms and
conditions hereof. All Swing Line Loans shall bear interest at the Swing Line
Rate and shall not be entitled to be converted into Loans that bear interest at
any other rate.

         2.06 PROCEDURE FOR SWING LINE LOANS. (a) The Company may borrow under
the Swing Line Commitment on any Business Day until the Revolving Loan
Termination Date; PROVIDED, that the Company shall give the Swing Line Lender
irrevocable written notice signed by a Responsible Officer or an authorized
designee (which notice must be received by the Swing Line Lender prior to 11:00
a.m. (Central time)) with a copy to the Agent specifying the amount of the
requested Swing Line Loan, which shall be in a minimum amount of $100,000 or a
whole multiple of $50,000 in excess thereof. The proceeds of the Swing Line Loan
will be made available by the Swing Line Lender to the Company in immediately
available funds at the office of the Swing Line Lender by 1:00 p.m. (Central
time) on the date of such notice. The Company may at any time and from time to
time, prepay the Swing Line Loans, in whole or in part, without premium or
penalty, by notifying the Swing Line Lender prior to 11:00 a.m. (Central time)
on any Business Day of the date and amount of prepayment with a copy to

                                      38
<PAGE>

the Agent. If any such notice is given, the amount specified in such notice
shall be due and payable on the date specified therein. Partial prepayments
shall be in an aggregate principal amount of $100,000 or a whole multiple of
$50,000 in excess thereof.

                  (b) The Swing Line Lender may in its sole discretion (or
         will at the direction of the Company) on any Business Day, on behalf
         of the Company (which hereby irrevocably directs the Swing Line
         Lender to act on its behalf) request the Agent to notify each
         Revolving Lender to make a Base Rate Loan in an amount equal to such
         Revolving Lender's Pro Rata Revolving Share of the aggregate
         principal amount of the Swing Line Loans outstanding on the date
         such notice is given. Unless any of the events described in
         SUBSECTION 9.01(f) OR (g) shall have occurred with respect to the
         Company (in which event the procedures of paragraph (d) of this
         SECTION 2.06 shall apply) each Revolving Lender shall make the
         proceeds of its Revolving Loan available to the Agent for the
         account of the Swing Line Lender at the Agent's Payment Office in
         funds immediately available prior to 1:00 p.m. (Central time) on the
         Business Day next succeeding the date such notice is given. The
         proceeds of such Revolving Loans shall be immediately applied to
         repay the outstanding Swing Line Loans. Effective on the day such
         Revolving Loans are made, the portion of the Swing Line Loans so
         paid shall no longer be outstanding as Swing Line Loans and shall no
         longer be due under the Swing Line Note. The Company shall pay to
         the Swing Line Lender, promptly following the Swing Line Lender's
         demand, the amount of its outstanding Swing Line Loans to the extent
         amounts received from the Revolving Lenders are not sufficient to
         repay in full such outstanding Swing Line Loans.

                  (c) Notwithstanding anything herein to the contrary, the Swing
         Line Lender (i) shall not be obligated to make any Swing Line Loan if
         the conditions set forth in ARTICLE V have not been satisfied and (ii)
         shall not make any requested Swing Line Loan if, prior to 11:00 a.m.
         (Central time) on the date of such requested Swing Line Loan, it has
         received a written notice from the Agent or any Revolving Lender
         directing it not to make further Swing Line Loans because one or more
         of the conditions specified in ARTICLE V are not then satisfied.

                  (d) If prior to the making of a Revolving Loan required to be
         made by SUBSECTION 2.06(b) an Event of Default described in SUBSECTION
         9.01(f) OR 9.01(g) shall have occurred and be continuing with respect
         to the Company, each Revolving Lender will, on the date such Revolving
         Loan was to have been made pursuant to the notice described in
         SUBSECTION 2.06(b), purchase an undivided participating interest in the
         outstanding Swing Line Loans in an amount equal to its Pro Rata
         Revolving Share of the aggregate principal amount of Swing Line Loans
         then outstanding. Each Revolving Lender will immediately transfer to
         the Agent for the benefit of the Swing Line Lender, in immediately
         available funds, the amount of its participation.

                                      39
<PAGE>

                  (e) Whenever, at any time after a Revolving Lender has
         purchased a participating interest in a Swing Line Loan, the Swing Line
         Lender receives any payment on account thereof, the Swing Line Lender
         will distribute to the Agent for delivery to each Revolving Lender its
         participating interest in such amount (appropriately adjusted, in the
         case of interest payments, to reflect the period of time during which
         such Revolving Lender's participating interest was outstanding and
         funded); PROVIDED, HOWEVER, that in the event that such payment
         received by the Swing Line Lender is required to be returned, such
         Revolving Lender will return to the Agent for delivery to the Swing
         Line Lender any portion thereof previously distributed by the Swing
         Line Lender to it.

                  (f) Each Lender's obligation to make the Revolving Loans
         referred to in SUBSECTION 2.06(b) and to purchase participating
         interests pursuant to SUBSECTION 2.06(d) shall be absolute and
         unconditional and shall not be affected by any circumstance, including,
         without limitation, (i) any set-off, counterclaim, recoupment, defense
         or other right which such Revolving Lender or the Company may have
         against the Swing Line Lender, the Company or any other Person for any
         reason whatsoever, (ii) the occurrence or continuance of a Default or
         an Event of Default, (iii) any adverse change in the condition
         (financial or otherwise) of the Company, (iv) any breach of this
         Agreement or any other Loan Document by the Company, any Subsidiary or
         any other Lender, or (v) any other circumstance, happening or event
         whatsoever, whether or not similar to any of the foregoing.

                  (g) The Company shall repay any Swing Line Loan in full no
         later than seven (7) days after such loan is made either by converting
         the Loan to a Revolving Loan or repaying the Swing Line Loan by other
         means not prohibited by this Agreement.

         2.07 VOLUNTARY TERMINATION OR REDUCTION OF REVOLVING LOAN COMMITMENTS.
(a) The Company may, upon not less than five Business Days' prior notice to the
Agent, terminate the Revolving Loan Commitments, or permanently reduce the
Revolving Loan Commitments by an amount of $1,000,000 or any multiple of
$1,000,000 in excess thereof; UNLESS, after giving effect thereto and to any
prepayments of Loans made on the effective date thereof,

                           (i)  the Effective Amount of all Revolving Loans,
                  Swing Line Loans and L/C Obligations together would exceed the
                  amount of the Aggregate Revolving Loan Commitment then in
                  effect, or

                           (ii) the Effective Amount of all L/C Obligations
                  then outstanding would exceed the L/C Commitment. Once
                  reduced in accordance with this Section, the Revolving Loan
                  Commitments may not be increased. Any reduction of the
                  Revolving Loan Commitments shall be applied to each
                  Revolving Lender according to its Pro Rata Revolving Share.
                  If and to the extent specified by the

                                      40
<PAGE>

                  Company in the notice to the Agent, some or all of the
                  reduction in the Revolving Loan Commitments shall be
                  applied to reduce the L/C Commitment. All accrued
                  commitment and letter of credit fees to, but not including,
                  the effective date of any reduction or termination of
                  Revolving Loan Commitments, shall be paid on the effective
                  date of such reduction or termination.

                  (b) At no time shall the Swing Line Commitment exceed the
         Aggregate Revolving Loan Commitment, and any reduction of the
         Aggregate Revolving Loan Commitment which reduces the Aggregate
         Revolving Loan Commitment below the then-current amount of the Swing
         Line Commitment shall result in an automatic corresponding reduction
         of the Swing Line Commitment to the amount of the Aggregate
         Revolving Loan Commitment, as so reduced, without any action on the
         part of the Swing Line Lender. At no time shall the Swing Line
         Commitment exceed the Revolving Loan Commitment of the Swing Line
         Lender, and any reduction of the Aggregate Revolving Loan Commitment
         which reduces the Revolving Loan Commitment of the Swing Line Lender
         below the then-current amount of the Swing Line Commitment shall
         result in an automatic corresponding reduction of the Swing Line
         Commitment to the amount of the Revolving Loan Commitment of the
         Swing Line Lender, as so reduced, without any action on the part of
         the Swing Line Lender.

         2.08 OPTIONAL PREPAYMENTS. Subject to SECTION 4.04, the Company may, at
any time or from time to time, upon not less than two (2) Business Days'
irrevocable notice to the Agent, in respect of Offshore Rate Loans, and in
respect of Base Rate Loans, by not later than 11:00 a.m. (Central time) on the
prepayment date, prepay Loans in whole or in part, in minimum amounts of
$1,000,000 or any multiple of $100,000 in excess thereof for Offshore Rate Loans
and in minimum amounts of $500,000 or any multiple of $100,000 in excess thereof
for Base Rate Loans. Such notice of prepayment shall specify the date and amount
of such prepayment, which Loans are to be prepaid and the Type(s) of such Loans
to be prepaid. The Agent will promptly notify each Lender of its receipt of any
such notice, and of such Lender's Pro Rata Share of such prepayment. If such
notice is given by the Company, the Company shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the date
specified therein, together, in the case of Offshore Rate Loans, with accrued
interest to each such date on the amount prepaid and any amounts required
pursuant to SECTION 4.04. Optional prepayments shall be applied to Term Loans in
the inverse order of maturity. Optional Prepayments shall be applied to each
Lender according to its Pro Rata Share.

         2.09 MANDATORY PREPAYMENTS OF LOANS. (a) If on any date the Effective
Amount of L/C Obligations exceeds the L/C Commitment, the Company shall Cash
Collateralize on such date the outstanding Letters of Credit in an amount equal
to the excess of the maximum amount then available to be drawn under the Letters
of Credit over the Aggregate L/C Commitment. Subject to SECTION 4.04, if on any
date after giving effect to any Cash Collateralization made on such date
pursuant to the preceding sentence, the Effective Amount

                                      41
<PAGE>

of all Revolving Loans, Swing Line Loans and Term Loans then outstanding plus
the Effective Amount of all L/C Obligations exceeds the Aggregate Commitment,
the Company shall immediately, and without notice or demand, prepay the
outstanding principal amount of the Revolving Loans and L/C Advances by an
amount equal to the applicable excess.

                  (b) Within five (5) Business Days after the end of each
         fiscal quarter, the Company shall prepay the Loans in an amount
         equal to 100% of the sum of (a) the Net Proceeds realized upon all
         Asset Dispositions made by the Company or any Subsidiary in such
         fiscal quarter, the insurance proceeds received by the Company or
         any Subsidiary in such fiscal quarter following a casualty involving
         such Person's property, and the payments received by the Company or
         any Subsidiary in such fiscal quarter from a condemnation of such
         Person's property, aggregating in excess of $500,000, to the extent
         any of the foregoing Net Proceeds are not applied (or committed to
         be applied) within 180 days after the consummation or receipt
         thereof, as applicable, to the purchase of similar assets that are
         not classified as current assets under GAAP and are used or useful
         in the business of the Company and its Subsidiaries or to the repair
         or restoration of such Person's property. The amount of such
         prepayment shall be applied first to the then outstanding principal
         balance of the Term Loans in inverse order of maturity and then to
         the then outstanding Revolving Loans. The Revolving Loan Commitment
         of each Lender shall automatically be reduced by an amount equal to
         such Lender's Pro Rata Revolving Share of the amount of the
         prepayment pursuant to this SUBSECTION 2.09(b), if any, applied to
         the Revolving Loans. All accrued commitment fees to, but not
         including the effective date of any reduction or termination of the
         Revolving Loan Commitments, shall be paid on the effective date of
         such reduction or termination.

                  (c) On each January 31st, beginning January 31, 2001, the
         Company shall prepay the Loans in an amount equal to 50% of the Excess
         Cash Flow, if any, generated by the Company and its Subsidiaries during
         the immediately preceding fiscal year of the Company. All prepayments
         shall be applied first to the Term Loans and then to Revolving Loans as
         specified in SECTION 2.09(g) hereof.

                  (d) If the Company or any Subsidiary shall incur any
         Indebtedness (other than Indebtedness permitted to be incurred by
         SUBSECTION 8.05), the Company shall promptly notify the Agent of the
         estimated Net Proceeds of such issuance to be received by the Company
         or such Subsidiary in respect thereof. Promptly upon, and in no event
         later than three (3) days after, receipt by the Company or such
         Subsidiary of Net Proceeds of such incurrence, the Company shall prepay
         the Obligations in an amount equal to 100% of such Net Proceeds.

                  (e) If the Company or any Subsidiary shall issue new common
         or preferred equity, the Company shall promptly notify the Agent of
         the estimated Net Proceeds of such issuance to be received by the
         Company or such Subsidiary in respect thereof.

                                      42
<PAGE>

         Promptly upon, and in no event later than three (3) days after,
         receipt by the Company or such Subsidiary of Net Proceeds of such
         issuance, the Company shall prepay the Obligations in an amount
         equal to 50% of such Net Proceeds.

                  (f) If at any time on or after December 31, 2001, the
         Obligations exceed the Borrowing Base, PLUS 80% of the appraised value
         of the Company's and its Subsidiaries' real estate and 50% of the book
         value of the Company's and its Subsidiaries' property, plant and
         equipment other than real estate, the Company shall immediately and
         without notice or demand, prepay the outstanding Term Loans and then
         the Revolving Loans by an amount equal to the applicable excess.

                  (g) Any prepayments pursuant to SUBSECTIONS 2.09(d)-(f) shall
         be applied first to the outstanding principal balance of the Term Loans
         in inverse order of maturity, and then to the outstanding principal
         balance of the Revolving Loans (without any reduction in the Revolving
         Loan Commitment of any Lender). The Borrower shall pay, together with
         each prepayment under this SECTION 2.09, accrued interest on the amount
         prepaid and any amounts required pursuant to SECTION 4.03 to reimburse
         Agent for any breakage or redeployment costs incurred by Lenders
         relating prepayments of Offshore Rate Loans.

         2.10     REPAYMENT.  (a) Term Loans.  The Company shall repay the Term
Loans on each date set forth below as follows (each a "PRINCIPAL PAYMENT DATE"):


<TABLE>
<CAPTION>

                              DATE                      TERM LOAN PAYMENT
                            --------                    -----------------
                            <S>                         <C>
                             3/31/00                       $1,500,000
                             6/30/00                       $1,500,000
                             9/30/00                       $1,500,000
                            12/31/00                       $1,500,000
                             3/31/01                       $1,500,000
                             6/30/01                       $1,500,000
                             9/30/01                       $1,500,000
                            12/31/01                       $1,500,000
                             3/31/02                       $1,500,000
                             6/30/02                       $1,500,000
                             9/30/02                       $1,500,000
                            12/31/02                       $1,500,000
                             3/31/03                       $1,750,000
                             6/30/03                       $1,750,000
                             9/30/03                       $1,750,000
                            12/31/03                       $1,750,000
                             3/31/04                       $1,750,000

</TABLE>

                                      43
<PAGE>

<TABLE>
                            <S>                         <C>
                             6/30/04                       $1,750,000
                             9/30/04                       $1,750,000
                            12/31/04                       $1,750,000
                             3/31/05                       $1,750,000
                             6/30/95                       $1,750,000
                             9/30/05                       $1,750,000
                            12/31/05                       $1,750,000

                             Total                        $39,000,000

</TABLE>

                  (b) THE REVOLVING CREDIT.  The Company shall repay to the
         Lenders on the Revolving Loan Termination Date the aggregate principal
         amount of Revolving Loans outstanding on such date.

         2.11 INTEREST. (a) Each Revolving Loan and Term Loan shall bear
interest on the outstanding principal amount thereof from the applicable
Borrowing Date at a rate per annum equal to the Offshore Rate or the Base Rate,
as the case may be (and subject to the Company's right to convert to other Types
of Loans under SECTION 2.04), PLUS the Applicable Offshore Rate Margin or the
Applicable Base Rate Margin, as applicable.

                  (b) Interest on each Revolving Loan and Term Loan shall be
         paid in arrears on each Interest Payment Date. Interest on Base Rate
         Loans shall also be paid on the date of any payment (including
         prepayment) in full thereof. Interest on Offshore Rate Loans shall also
         be paid on the date of any prepayment of Loans under SECTION 2.08 or
         2.09 for the portion of the Loans so prepaid and upon payment
         (including prepayment) in full thereof. During the existence of any
         Event of Default, interest on all Loans shall be paid on demand of the
         Agent at the request or with the consent of the Required Lenders.

                  (c) Notwithstanding subsection (a) of this Section, if any
         amount of principal of or interest on any Loan, or any other amount
         payable hereunder or under any other Loan Document is not paid in full
         when due (whether at stated maturity, by acceleration, demand or
         otherwise), the Company agrees to pay interest on such unpaid principal
         or other amount, from the date such amount becomes due until the date
         such amount is paid in full, and after as well as before any entry of
         judgment thereon to the extent permitted by law, payable on demand, at
         a fluctuating rate per annum equal to the Base Rate, plus the
         Applicable Base Rate Margin, plus two percent (2.0%).

                  (d) Anything herein to the contrary notwithstanding, the
         obligations of the Company to any Lender hereunder shall be subject to
         the limitation that payments of interest shall not be required for any
         period for which interest is computed hereunder, to the extent (but
         only to the extent) that contracting for or receiving such payment by
         such Lender would be contrary to the provisions of any law applicable
         to such Lender

                                      44
<PAGE>

         limiting the highest rate of interest that may be lawfully
         contracted for, charged or received by such Lender, and in such
         event the Company shall pay such Lender interest at the highest rate
         permitted by applicable law.

         2.12 FEES. In addition to certain fees described in SECTION 3.08:

                  (a) ARRANGEMENT FEES.  The Company shall pay such fees to
         the Agent as are required by the letter agreement ("FEE LETTER")
         between the Company and Agent dated December 10, 1999.

                  (b) COMMITMENT FEES. The Company shall pay to the Agent for
         the account of each Revolving Lender a commitment fee on the average
         daily unused portion of such Revolving Lender's Revolving Loan
         Commitment, computed on a quarterly basis in arrears on the last
         Business Day of each calendar quarter based upon the daily utilization
         for that quarter as calculated by the Agent, equal to the Applicable
         Commitment Fee Percentage. For purposes of calculating utilization
         under this subsection, the Revolving Loan Commitments shall be deemed
         used to the extent of the Effective Amount of Revolving Loans then
         outstanding (excluding any outstanding Swing Line Loans), plus the
         Effective Amount of L/C Obligations then outstanding. Such commitment
         fee shall accrue from the date hereof to the Revolving Loan Termination
         Date and shall be due and payable quarterly in arrears on the last
         Business Day of each calendar quarter commencing on March 31, 2000
         through the Revolving Loan Termination Date, with the final payment to
         be made on the Revolving Loan Termination Date; PROVIDED that, in
         connection with any reduction or termination of Revolving Loan
         Commitments under SECTION 2.07, the accrued commitment fee calculated
         for the period ending on such date shall also be paid on the date of
         such reduction or termination, with the following quarterly payment
         being calculated on the basis of the period from such reduction or
         termination date to such quarterly payment date. The commitment fees
         provided in this subsection shall accrue at all times after the
         above-mentioned commencement date, including at any time during which
         one or more conditions in ARTICLE V are not met.

         2.13 COMPUTATION OF FEES AND INTEREST. (a) All computations of interest
for Base Rate Loans when the Base Rate is determined by BofA's "prime rate"
shall be made on the basis of a year of 365 or 366 days, as the case may be, and
actual days elapsed. All other computations of fees and interest shall be made
on the basis of a 360-day year and actual days elapsed (which results in more
interest being paid than if computed on the basis of a 365-day year). Interest
and fees shall accrue during each period during which interest or such fees are
computed from the first day thereof to the last day thereof.

                  (b) Each determination of an interest rate by the Agent shall
         be conclusive and binding on the Company and the Lenders in the absence
         of manifest error.

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<PAGE>

                  (c) FACILITY FEE. Each Lender whose Aggregate Commitment is
         equal to or greater than $15,000,000 shall receive a Facility Fee
         payable at Closing by the Agent in an amount equal to .45% of such
         Aggregate Commitment. Each Lender whose Aggregate Commitment is equal
         to or less than $10,000,000 shall receive a Facility Fee payable at the
         Closing by the Agent in an amount equal to .35% of such Aggregate
         Commitment.

         2.14 PAYMENTS BY THE COMPANY. (a) All payments to be made by the
Company shall be made without set-off, recoupment or counterclaim. Except as
otherwise expressly provided herein, all payments by the Company shall be
made to the Agent for the account of the Lenders at the Agent's Payment
Office, and shall be made in dollars and in immediately available funds, no
later than 11:00 a.m. (Central time) on the date specified herein. The Agent
will promptly distribute to each Lender its applicable share of such payment
in like funds as received which, except as otherwise expressly provided
herein, shall be based upon such Lender's Pro Rata Share of the Loans in
respect of which such payment has been made. Any payment received by the
Agent later than 1:00 p.m. (Central time) shall be deemed to have been
received on the following Business Day and any applicable interest or fee
shall continue to accrue.

                  (b) Subject to the provisions set forth in the definition of
         "Interest Period" herein, whenever any payment is due on a day other
         than a Business Day, such payment shall be made on the following
         Business Day, and such extension of time shall in such case be included
         in the computation of interest or fees, as the case may be.

                  (c) Unless the Agent receives notice from the Company prior
         to the date on which any payment is due to the Lenders that the
         Company will not make such payment in full as and when required, the
         Agent may assume that the Company has made such payment in full to
         the Agent on such date in immediately available funds and the Agent
         may (but shall not be so required), in reliance upon such
         assumption, distribute to each Lender on such due date an amount
         equal to the amount then due such Lender.  If and to the extent the
         Company has not made such payment in full to the Agent, each Lender
         shall repay to the Agent on demand such amount distributed to such
         Lender, together with interest thereon at the Federal Funds Rate for
         each day from the date such amount is distributed to such Lender
         until the date repaid.

         2.15 PAYMENTS BY THE LENDERS TO THE AGENT. (a) Unless the Agent
receives notice from a Lender on or prior to the Closing Date or, with respect
to any Borrowing after the Closing Date, at least one Business Day prior to the
date of such Borrowing, that such Lender will not make available as and when
required hereunder to the Agent for the account of the Company the amount of
that Lender's Pro Rata Share of the Borrowing, the Agent may assume that each
Lender has made such amount available to the Agent in immediately available
funds on the Borrowing Date and the Agent may (but shall not be so required), in
reliance upon such assumption, make available to the Company on such date a
corresponding

                                      46
<PAGE>

amount. If and to the extent any Lender shall not have made its full amount
available to the Agent in immediately available funds and the Agent in such
circumstances has made available to the Company such amount, that Lender
shall on the Business Day following such Borrowing Date make such amount
available to the Agent, together with interest at the Federal Funds Rate for
each day during such period. A notice of the Agent submitted to any Lender
with respect to amounts owing under this subsection (a) shall be conclusive,
absent manifest error. If such amount is so made available, such payment to
the Agent shall constitute such Lender's Loan on the date of Borrowing for
all purposes of this Agreement. If such amount is not made available to the
Agent on the Business Day following the Borrowing Date, the Agent will notify
the Company of such failure to fund and, upon demand by the Agent, the
Company shall pay such amount to the Agent for the Agent's account, together
with interest thereon for each day elapsed since the date of such Borrowing,
at a rate per annum equal to the interest rate applicable at the time to the
Loans comprising such Borrowing. The Company may, subject to the provisions
of SECTION 2.05 AND 2.06, utilize the proceeds of a Swing Line Loan to make
such payment to the Agent.

                  (b) The failure of any Lender to make any Loan on any
         Borrowing Date shall not relieve any other Lender of any obligation
         hereunder to make a Loan on such Borrowing Date, but no Lender shall be
         responsible for the failure of any other Lender to make the Loan to be
         made by such other Lender on any Borrowing Date.

         2.16 SHARING OF PAYMENTS, ETC. 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), such Lender shall immediately (a) notify the 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 payment 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 Company 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 11.10) with respect to such participation as
fully as if such Lender were the direct creditor of the Company in the amount of
such participation. The 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.

                                      47
<PAGE>

         2.17 SECURITY GUARANTIES. (a)  All obligations of the Company and
the Guarantors under this Agreement, the Notes and all other Loan Documents
shall be secured in accordance with the Collateral Documents.

                  (b) All obligations of the Company under this Agreement, each
         of the Notes and all other Loan Documents shall be unconditionally
         guaranteed by the Guarantors pursuant to the Subsidiary Guaranty and
         the ST Holdings Guaranty.


                                   ARTICLE III

                              THE LETTERS OF CREDIT

         3.01 THE LETTER OF CREDIT SUBFACILITY. (a) On the terms and conditions
set forth herein (i) the Issuer agrees, (A) from time to time on any Business
Day, during the period from the Closing Date to the day which is five days prior
to the Revolving Loan Termination Date, to issue Letters of Credit for the
account of the Company in an aggregate Stated Amount at any one time that,
together with the aggregate Stated Amount of all other outstanding Letters of
Credit issued pursuant hereto, does not exceed the L/C Commitment, and to amend
or renew Letters of Credit previously issued by it, in accordance with
SUBSECTIONS 3.02(c) and 3.02(d), and (b) to honor drafts under the Letters of
Credit; and (ii) the Lenders severally agree to participate in Letters of Credit
Issued for the account of the Company; provided, that the Issuer shall not be
obligated to Issue, and no Revolving Lender shall be obligated to participate
in, any Letter of Credit if as of the date of Issuance of such Letter of Credit
(the "ISSUANCE DATE") (1) the Effective Amount of all L/C Obligations plus the
Effective Amount of all Revolving Loans and of all Swing Line Loans exceeds the
lesser of (i) Aggregate Revolving Loan Commitment and (ii) the Borrowing Base at
such time, (2) the participation of any Lender in the Effective Amount of all
L/C Obligations plus the Effective Amount of the Revolving Loans of such Lender
and such Revolving Lender's Pro Rata Revolving Share of any outstanding Swing
Line Loans exceeds such Lender's Commitment, or (3) the Effective Amount of L/C
Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject
to the other terms and conditions hereof, the Company's ability to obtain
Letters of Credit shall be fully revolving, and, accordingly, the Company may,
during the foregoing period, obtain Letters of Credit to replace Letters of
Credit which have expired or which have been drawn upon and reimbursed.

                  (b) The Issuer is under no obligation to, and shall not, Issue
         any Letter of Credit if:

                           (i) any order, judgment or decree of any Governmental
                  Authority or arbitrator shall by its terms purport to enjoin
                  or restrain the Issuer from Issuing such Letter of Credit, or
                  any Requirement of Law applicable to the Issuer or any request
                  or directive (whether or not having the force of law) from any

                                       48
<PAGE>

                  Governmental Authority with jurisdiction over the Issuer
                  shall prohibit, or request that the Issuer refrain from,
                  the Issuance of letters of credit generally or such Letter
                  of Credit in particular or shall impose upon the Issuer
                  with respect to such Letter of Credit any restriction,
                  reserve or capital requirement (for which the Issuer is not
                  otherwise compensated hereunder) not in effect on the
                  Closing Date, or shall impose upon the Issuer any
                  unreimbursed loss, cost or expense which was not applicable
                  on the Closing Date and which the Issuer in good faith
                  deems material to it; provided, however, that in such event
                  any of the other Lenders may, in their sole discretion,
                  with the consent of the Company, become an Issuing Lender
                  hereunder;

                           (ii)  the Issuer has received written notice from any
                  Revolving Lender, the Agent or the Company, on or prior to the
                  Business Day prior to the requested date of Issuance of such
                  Letter of Credit, that one or more of the applicable
                  conditions contained in ARTICLE V is not then satisfied;

                           (iii) the expiry date of any requested Letter of
                  Credit is (A) more than 365 days after the date of Issuance,
                  unless the Required Revolving Lenders have approved such
                  expiry date in writing, or (B) after the date which is five
                  days prior to the Revolving Loan Termination Date, unless all
                  of the Revolving Lenders have approved such expiry date in
                  writing;

                           (iv)  the expiry date of any requested Letter of
                  Credit is prior to the maturity date of any financial
                  obligation to be supported by the requested Letter of Credit;

                           (v)   any requested Letter of Credit does not provide
                  for drafts, or is not otherwise in form and substance
                  acceptable to the Issuer; or

                           (vi)  such Letter of Credit is to be denominated in a
                  currency other than Dollars.

         3.02 ISSUANCE, AMENDMENT AND RENEWAL OF LETTERS OF CREDIT. (a) Each
Letter of Credit shall be issued upon the irrevocable written request of the
Company received by the Issuer (with a copy sent by the Company to the Agent) at
least four days (or such shorter time as the Issuer may agree in a particular
instance in its sole discretion) prior to the proposed date of issuance. Each
such request for issuance of a Letter of Credit shall be by facsimile, confirmed
immediately in an original writing, in the form of an L/C Application (or such
other form as shall be acceptable to the Issuer), and shall specify in form and
detail satisfactory to the Issuer: (i) the proposed date of issuance of the
Letter of Credit (which shall be a Business Day); (ii) the face amount of the
Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name
and address of the beneficiary thereof; (v) the documents to be presented by the
beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the
full text of any

                                      49
<PAGE>

certificate to be presented by the beneficiary in case of any drawing
thereunder; and (vii) such other matters as the Issuer may require.

                  (b) At least two Business Days prior to the Issuance of any
         Letter of Credit (or such shorter time as the Agent may agree in a
         particular instance in its sole discretion), the Issuer will confirm
         with the Agent (by telephone or in writing) that the Agent has
         received a copy of the L/C Application or L/C Amendment Application
         from the Company and, if not, the Issuer will provide the Agent with
         a copy thereof. Unless the Issuer has received notice on or before
         the Business Day immediately preceding the date the Issuer is to
         issue a requested Letter of Credit from the Agent (A) directing the
         Issuer not to issue such Letter of Credit because such issuance is
         not then permitted under SUBSECTION 3.01(a) as a result of the
         limitations set forth in clauses (1) through (3) thereof or
         SUBSECTION 3.01(b)(ii); or (B) that one or more conditions specified
         in ARTICLE V are not then satisfied; then, subject to the terms and
         conditions hereof, the Issuer shall, on the requested date, issue a
         Letter of Credit for the account of the Company in accordance with
         the Issuer's usual and customary business practices.

                  (c) From time to time while a Letter of Credit is outstanding
         and prior to the Revolving Loan Termination Date, the Issuer will, upon
         the written request of the Company received by the Issuer (with a copy
         sent by the Company to the Agent) at least three days (or such shorter
         time as the Issuer may agree in a particular instance in its sole
         discretion) prior to the proposed date of amendment, amend any Letter
         of Credit issued by it. Each such request for amendment of a Letter of
         Credit shall be made by facsimile, confirmed immediately in an original
         writing, made in the form of an L/C Amendment Application and shall
         specify in form and detail satisfactory to the Issuer: (i) the Letter
         of Credit to be amended; (ii) the proposed date of amendment of the
         Letter of Credit (which shall be a Business Day); (iii) the nature of
         the proposed amendment; and (iv) such other matters as the Issuer may
         require. The Issuer shall be under no obligation to amend any Letter of
         Credit if: (A) the Issuer would have no obligation at such time to
         issue such Letter of Credit in its amended form under the terms of this
         Agreement; or (B) the beneficiary of any such letter of Credit does not
         accept the proposed amendment to the Letter of Credit. The Agent will
         promptly notify the Revolving Lenders of the receipt by it of any L/C
         Application or L/C Amendment Application.

                  (d) The Issuer and the Lenders agree that, while a Letter of
         Credit is outstanding and prior to the Revolving Loan Termination Date,
         at the option of the Company and upon the written request of the
         Company received by the Issuer (with a copy sent by the Company to the
         Agent) at least five days (or such shorter time as the Issuer may agree
         in a particular instance in its sole discretion) prior to the proposed
         date of notification of renewal, the Issuer shall be entitled to
         authorize the automatic renewal of any Letter of Credit issued by it.
         Each such request for renewal of a Letter of Credit shall be made by
         facsimile, confirmed immediately in an original writing, in

                                       50

<PAGE>

         the form of an L/C Amendment Application, and shall specify in form
         and detail satisfactory to the Issuer: (i) the Letter of Credit to
         be renewed; (ii) the proposed date of notification of renewal of the
         Letter of Credit (which shall be a Business Day); (iii) the revised
         expiry date of the Letter of Credit; and (iv) such other matters as
         the Issuer may require. The Issuer shall be under no obligation so
         to renew any Letter of Credit if: (A) the Issuer would have no
         obligation at such time to issue or amend such Letter of Credit in
         its renewed form under the terms of this Agreement; or (B) the
         beneficiary of any such Letter of Credit does not accept the
         proposed renewal of the Letter of Credit. If any outstanding Letter
         of Credit shall provide that it shall be automatically renewed
         unless the beneficiary thereof receives notice from the Issuer that
         such Letter of Credit shall not be renewed, and if at the time of
         renewal the Issuer would be entitled to authorize the automatic
         renewal of such Letter of Credit in accordance with this SUBSECTION
         3.02(d) upon the request of the Company but the Issuer shall not
         have received any L/C Amendment Application from the Company with
         respect to such renewal or other written direction by the Company
         with respect thereto, the Issuer shall nonetheless be permitted to
         allow such Letter of Credit to renew, and the Company and the
         Lenders hereby authorize such renewal, and, accordingly, the Issuer
         shall be deemed to have received an L/C Amendment Application from
         the Company requesting such renewal.

                  (e)  The Issuer may, at its election (or as required by the
         Agent at the direction of the Required Revolving Lenders) and upon
         reasonable prior written notice to the Company and subject to the terms
         of the applicable Letter of Credit, deliver any notices of termination
         or other communications to any Letter of Credit beneficiary or
         transferee, and take any other action as necessary or appropriate, at
         any time and from time to time, in order to cause the expiry date of
         such Letter of Credit to be a date not later than the date which is
         five days prior to the Revolving Loan Termination Date.

                  (f)  This Agreement shall control in the event of any
         conflict with any L/C-Related Document (other than any Letter of
         Credit).

                  (g)  The Issuer will also deliver to the Agent, concurrently
         or promptly following its delivery of a Letter of Credit, or amendment
         to or renewal of a Letter of Credit, to an advising bank or a
         beneficiary, a true and complete copy of each such Letter of Credit
         or amendment to or renewal of a Letter of Credit.

         3.03  RISK PARTICIPATIONS, DRAWINGS AND REIMBURSEMENTS. (a) Immediately
upon the Issuance of each Letter of Credit, each Revolving Lender shall be
deemed to, and hereby irrevocably and unconditionally agrees to, purchase from
the Issuer a participation in such Letter of Credit and each drawing thereunder
in an amount equal to the product of (i) the Pro Rata Revolving Share of such
Revolving Lender, times (ii) the maximum amount available to be drawn under such
Letter of Credit and the amount of such drawing, respectively. For purposes of
SUBSECTION 2.01(b), each Issuance of a Letter of Credit shall be deemed to
utilize

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<PAGE>

the Revolving Loan Commitment of each Revolving Lender by an amount equal to
the amount of such participation.

                  (b) In the event of any request for a drawing under a
         Letter of Credit by the beneficiary or transferee thereof, the
         Issuer will promptly notify the Company. The Company shall reimburse
         the Issuer prior to 11:00 a.m. (Central time), on each date that any
         amount is paid by the Issuer under any Letter of Credit (each such
         date, an "HONOR DATE"), in an amount in Dollars equal to the amount
         so paid by the Issuer. In the event the Company fails to reimburse
         the Issuer the full amount of any drawing under any Letter of Credit
         by 11:00 a.m. (Central time) on the Honor Date, the Issuer will
         promptly notify the Agent and the Agent will promptly notify each
         Lender thereof, and the Company shall be deemed to have requested
         that Base Rate Loans in an amount equal to such unreimbursed amount
         be made by the Revolving Lenders to be disbursed on the Honor Date
         under such Letter of Credit, subject to the amount of the unutilized
         portion of the Aggregate Revolving Loan Commitment and subject to
         the conditions set forth in SECTION 5.02. Any notice given by the
         Issuer or the Agent pursuant to this SUBSECTION 3.03(b) may be oral
         if immediately confirmed in writing (including by facsimile);
         provided that the lack of such an immediate confirmation shall not
         affect the conclusiveness or binding effect of such notice.

                  (c) Each Revolving Lender shall upon any notice pursuant to
         SUBSECTION 3.03(b) make available to the Agent for the account of the
         relevant Issuer an amount in Dollars and in immediately available funds
         equal to its Pro Rata Revolving Share of the Dollar Equivalent of the
         amount of the drawing, whereupon the participating Revolving Lenders
         shall (subject to SUBSECTION 3.03(d)) each be deemed to have made a
         Revolving Loan consisting of a Base Rate Loan to the Company in that
         amount. If any Revolving Lender so notified fails to make available to
         the Agent for the account of the Issuer the amount of such Revolving
         Lender's Pro Rata Share of the Dollar Equivalent of the amount of the
         drawing by no later than 1:00 p.m. (Central time) on the Honor Date,
         then interest shall accrue on such Revolving Lender's obligation to
         make such payment, from the Honor Date to the date such Revolving
         Lender makes such payment, at a rate per annum equal to the Federal
         Funds Rate in effect from time to time during such period. The Agent
         will promptly give notice of the occurrence of the Honor Date, but
         failure of the Agent to give any such notice on the Honor Date or in
         sufficient time to enable any Revolving Lender to effect such payment
         on such date shall not relieve such Revolving Lender from its
         obligations under this SECTION 3.03.

                  (d) With respect to any unreimbursed drawing that is not
         converted into Revolving Loans consisting of Base Rate Loans to the
         Company in whole or in part, because of the Company's failure to
         satisfy the conditions set forth in SECTION 5.02 or for any other
         reason, the Company shall be deemed to have incurred from the Issuer an
         L/C Borrowing in the Dollar Equivalent of the amount of such drawing,
         which L/C Borrowing shall be due and payable on demand (together with
         interest) and shall bear

                                       52

<PAGE>

         interest at a rate per annum equal to the Base Rate, plus the
         Applicable Base Rate Margin, plus 2.0% per annum, and each Revolving
         Lender's payment to the Issuer pursuant to SUBSECTION 3.03(c) shall
         be deemed payment in respect of its participation in such L/C
         Borrowing and shall constitute an L/C Advance from such Revolving
         Lender in satisfaction of its participation obligation under this
         SECTION 3.03.

                  (e) Each Revolving Lender's obligation in accordance with
         this Agreement to make the Revolving Loans or L/C Advances, as
         contemplated by this SECTION 3.03, as a result of a drawing under a
         Letter of Credit, shall be absolute and unconditional and without
         recourse to the Issuer and shall not be affected by any
         circumstance, including (i) any set-off, counterclaim, recoupment,
         defense or other right which such Revolving Lender may have against
         the Issuer, the Company or any other Person for any reason
         whatsoever; (ii) the occurrence or continuance of a Default, an
         Event of Default or a Material Adverse Effect; or (iii) any other
         circumstance, happening or event whatsoever, whether or not similar
         to any of the foregoing; PROVIDED, however, that each Revolving
         Lender's obligation to make Revolving Loans under this SECTION 3.03
         is subject to the conditions set forth in SECTION 5.02.

         3.04 REPAYMENT OF PARTICIPATIONS. (a) Upon (and only upon) receipt by
the Agent for the account of the Issuer of immediately available funds in
Dollars from the Company (i) in reimbursement of any payment made by the Issuer
under the Letter of Credit with respect to which any Revolving Lender has paid
the Agent for the account of the Issuer for such Revolving Lender's
participation in the Letter of Credit pursuant to SECTION 3.03 or (ii) in
payment of interest thereon, the Agent will promptly pay to each Revolving
Lender, in the same funds as those received by the Agent for the account of the
Issuer, the amount of such Revolving Lender's Pro Rata Revolving Share of such
funds, and the Issuer shall receive the amount of the Pro Rata Revolving Share
of such funds of any Revolving Lender that did not so pay the Agent for the
account of the Issuer.

                  (b) If the Agent or the Issuer is required at any time to
         return to the Company, or to a trustee, receiver, liquidator,
         custodian, or any official in any Insolvency Proceeding, any portion of
         the payments made by the Company to the Agent for the account of the
         Issuer pursuant to SUBSECTION 3.04(a) in reimbursement of a payment
         made under the Letter of Credit or interest or fee thereon, each
         Revolving Lender shall, on demand of the Agent, forthwith return to the
         Agent or the Issuer the amount of its Pro Rata Revolving Share of any
         amounts so returned by the Agent or the Issuer plus interest thereon
         from the date such demand is made to the date such amounts are returned
         by such Revolving Lender to the Agent or the Issuer, at a rate per
         annum equal to the Federal Funds Rate in effect from time to time.

         3.05 ROLE OF THE ISSUER. (a) Each Lender and the Company agree that, in
paying any drawing under a Letter of Credit, the Issuer shall not have any
responsibility to obtain any document (other than any sight draft and
certificates expressly required by the Letter of

                                       53

<PAGE>

Credit) or to ascertain or inquire as to the validity or accuracy of any such
document or the authority of the Person executing or delivering any such
document.

                  (b) No Agent-Related Person nor any of the respective
         correspondents, participants or assignees of the Issuer shall be liable
         to any Lender for: (i) any action taken or omitted in connection
         herewith at the request or with the approval of the Lenders (including
         the Required Lenders or Required Revolving Lenders, as applicable);
         (ii) any action taken or omitted in the absence of gross negligence or
         willful misconduct; or (iii) the due execution, effectiveness, validity
         or enforceability of any L/C-Related Document.

                  (c) The Company hereby assumes all risks of the acts or
         omissions of any beneficiary or transferee with respect to its use of
         any Letter of Credit; PROVIDED, however, that this assumption is not
         intended to, and shall not, preclude the Company's pursuing such rights
         and remedies as it may have against the beneficiary or transferee at
         law or under any other agreement. No Agent-Related Person, nor any of
         the respective correspondents, participants or assignees of the Issuer,
         shall be liable or responsible for any of the matters described in
         clauses (i) through (vii) of SECTION 3.06; PROVIDED, however, anything
         in such clauses to the contrary notwithstanding, that the Company may
         have a claim against the Issuer, and the Issuer may be liable to the
         Company, to the extent, but only to the extent, of any direct, as
         opposed to consequential or exemplary, damages suffered by the Company
         which the Company proves were caused by the Issuer's willful misconduct
         or gross negligence or the Issuer's willful failure to pay under any
         Letter of Credit after the presentation to it by the beneficiary of a
         sight draft and certificate(s) strictly complying with the terms and
         conditions of a Letter of Credit. In furtherance and not in limitation
         of the foregoing: (i) the Issuer may accept documents that appear on
         their face to be in order, without responsibility for further
         investigation, regardless of any notice or information to the contrary;
         and (ii) the Issuer shall not be responsible for the validity or
         sufficiency of any instrument transferring or assigning or purporting
         to transfer or assign a Letter of Credit or the rights or benefits
         thereunder or proceeds thereof, in whole or in part, which may prove to
         be invalid or ineffective for any reason.

         3.06     OBLIGATIONS ABSOLUTE.  The obligations of the Company under
this Agreement and any L/C-Related Document to reimburse the Issuer for a
drawing under a Letter of Credit, and to repay any L/C Borrowing and any
drawing under a Letter of Credit converted into Revolving Loans, shall be
unconditional and irrevocable, and shall be paid strictly in accordance with
the terms of this Agreement and each such other L/C-Related Document under
all circumstances, including the following:

                           (i)   any lack of validity or enforceability of
                  this Agreement or any L/C-Related Document;

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<PAGE>

                           (ii)  any material change in the time, manner or
                  place of payment of, or in any other material term of, all or
                  any of the obligations of the Company in respect of any
                  Letter of Credit or any other material amendment or waiver
                  of or any consent to material departure from all or any of the
                  L/C-Related Documents;

                           (iii) the existence of any claim, set-off, defense or
                  other right that the Company may have at any time against any
                  beneficiary or any transferee of any Letter of Credit (or any
                  Person for whom any such beneficiary or any such transferee
                  may be acting), the Issuer or any other Person, whether in
                  connection with this Agreement, the transactions contemplated
                  hereby or by the L/CRelated Documents or any unrelated
                  transaction;

                           (iv) any draft, demand, certificate or other document
                  presented under any Letter of Credit proving to be forged,
                  fraudulent, invalid or insufficient in any respect or any
                  statement therein being untrue or inaccurate in any respect;
                  or any loss or delay in the transmission or otherwise of any
                  document required in order to make a drawing under any Letter
                  of Credit;

                           (v) any payment by the Issuer under any Letter of
                  Credit against presentation of a draft or certificate that
                  does not strictly comply with the terms of any Letter of
                  Credit without the written consent of the Company; or any
                  payment made by the Issuer under any Letter of Credit to any
                  Person purporting to be a trustee in bankruptcy,
                  debtor-in-possession, assignee for the benefit of creditors,
                  liquidator, receiver or other representative of or successor
                  to any beneficiary or any transferee of any Letter of Credit,
                  including any arising in connection with any Insolvency
                  Proceeding;

                           (vi) any exchange, release or non-perfection of any
                  collateral, or any release or amendment or waiver of or
                  consent to departure from any other guarantee, for all or any
                  of the obligations of the Company in respect of any Letter of
                  Credit; or

                           (vii) any other circumstance or happening whatsoever,
                  whether or not similar to any of the foregoing, including any
                  other circumstance that might otherwise constitute a defense
                  available to, or a discharge of, the Company or a guarantor.

         3.07 CASH COLLATERAL PLEDGE. Upon (i) the request of the Agent, (A) if
the Issuer has honored any full or partial drawing request on any Letter of
Credit and such drawing has resulted in an L/C Borrowing hereunder, or (B) if,
as of the Revolving Loan Termination Date, any Letters of Credit may for any
reason remain outstanding and partially or wholly undrawn, (ii) the occurrence
of the circumstances described in SUBSECTION 2.09(a) requiring the

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<PAGE>

Company to Cash Collateralize Letters of Credit, or (iii) the termination of
the Aggregate Commitment, then, the Company shall immediately Cash
Collateralize the L/C Obligations in an amount equal to the L/C Obligations.

         3.08 LETTER OF CREDIT FEES. (a) The Company shall pay to the Agent
for the account of each of the Revolving Lenders a stand-by letter of credit
fee with respect to the Letters of Credit equal to the Applicable Offshore
Rate Margin for Revolving Loans times the average daily maximum amount
available to be drawn of the outstanding stand-by Letters of Credit, computed
on a quarterly basis in arrears on the last Business Day of each calendar
quarter based upon stand-by Letters of Credit outstanding for that quarter as
calculated by the Agent. Such stand-by letter of credit fees shall be due and
payable quarterly in arrears on the last Business Day of each calendar
quarter during which stand-by Letters of Credit are outstanding, commencing
on the first such quarterly date to occur after the Closing Date, through the
Revolving Loan Termination Date (or such later date upon which the
outstanding stand-by Letters of Credit shall expire), with the final payment
to be made on the Revolving Loan Termination Date (or such later expiration
date).

                  (b) The Company shall pay to the Agent for the account of each
         of the Revolving Lenders a Letter of Credit fee with respect to the
         commercial documentary Letters of Credit equal to 0.25% times the
         negotiated amount, payable at the time of each negotiation, as
         calculated by the Agent.

                  (c) The Company shall pay to the Issuer a letter of credit
         fronting fee for each Letter of Credit in an amount equal to the
         greater of 0.125% of the amount of each Letter of Credit or $300. Such
         Letter of Credit fronting fee shall be due and payable on each date
         of Issuance of a Letter of Credit.

                  (d) The Company shall pay to the applicable Issuer from time
         to time on demand the normal issuance, presentation, amendment and
         other processing fees, and other standard costs and charges, of such
         Issuer relating to letters of credit as from time to time in effect.

         3.09 PRIOR LETTERS OF CREDIT. In order to allow the Company to complete
the Fintube Acquisition, the Lenders agree to assume the responsibility for all
letters of credit previously issued on behalf of FLP as listed on the attached
SCHEDULE 3.09. Lenders direct Agent to issue at the Closing Letters of Credit
hereunder in conformity with the L/C Commitment hereunder to the issuers of the
letters of credit described on the attached SCHEDULE 3.09 in order to cause the
Lenders to assume all liability for such previously issued letters of credit.

         3.10 UNIFORM CUSTOMS AND PRACTICE. The Uniform Customs and Practice for
Documentary Credits as published by the International Chamber of Commerce most
recently at the time of issuance of any Letter of Credit shall (unless otherwise
expressly provided in the Letters of Credit) apply to the Letters of Credit.

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<PAGE>

                                   ARTICLE IV

                     TAXES, YIELD PROTECTION AND ILLEGALITY

         4.01 TAXES. (a) Any and all payments by the Company to each Lender
or the Agent under this Agreement and any other Loan Document shall be made
free and clear of, and without deduction or withholding for, any Taxes.  In
addition, the Company shall pay all Other Taxes.

                  (b) If the Company shall be required by law to deduct or
         withhold any Taxes, Other Taxes or Further Taxes from or in respect of
         any sum payable hereunder to any Lender or the Agent, then:

                           (i)   the sum payable shall be increased as necessary
                  so that, after making all required deductions and withholdings
                  (including deductions and withholdings applicable to
                  additional sums payable under this Section), such Lender or
                  the Agent, as the case may be, receives and retains an amount
                  equal to the sum it would have received and retained had no
                  such deductions or withholdings been made;

                           (ii)  the Company shall make such deductions and
                  withholdings;

                           (iii) the Company shall pay the full amount deducted
                  or withheld to the relevant taxing authority or other
                  authority in accordance with applicable law; and

                           (iv)  the Company shall also pay to each Lender or
                  the Agent for the account of such Lender, at the time interest
                  is paid, Further Taxes in the amount that the respective
                  Lender specifies as necessary to preserve the after-tax yield
                  the Lender would have received if such Taxes, Other Taxes or
                  Further Taxes had not been imposed.

                  (c) The Company agrees to indemnify and hold harmless each
         Lender and the Agent for the full amount of (i) Taxes, (ii) Other
         Taxes, and (iii) Further Taxes in the amount that the respective Lender
         reasonably specifies as necessary to preserve the after-tax yield the
         Lender would have received if such Taxes, Other Taxes or Further Taxes
         had not been imposed, and any liability (including penalties, interest,
         additions to tax and expenses) arising therefrom or with respect
         thereto, whether or not such Taxes, Other Taxes or Further Taxes were
         correctly or legally asserted; provided, however, that Agent shall, to
         the extent possible, notify the Company of the imposition of such Taxes
         and allow the Company the right to contest such Taxes, as long as the
         Company pays all expenses and costs associated therewith and the Taxes
         are, in the Agent's sole discretion, subject to being reasonably
         contested. Payment under this

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<PAGE>

         indemnification shall be made within 30 days after the date the Lender
         or the Agent makes written demand therefor.

                  (d) Within 30 days after the date of any payment by the
         Company of Taxes, Other Taxes or Further Taxes, the Company shall
         furnish to each Lender or the Agent the original or a certified
         copy of a receipt evidencing payment thereof, or other evidence
         of payment satisfactory to such Lender or the Agent.

                  (e) If the Company is required to pay any amount to any Lender
         or the Agent pursuant to subsection (b) or (c) of this Section, then
         such Lender 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 payment by the Company
         which may thereafter accrue, if such change in the sole judgment of
         such Lender is not otherwise disadvantageous to such Lender.

         4.02 ILLEGALITY. (a) If any Lender determines that the introduction of
any Requirement of Law, or any change in any Requirement of Law, or in the
interpretation or administration of any Requirement of Law, has made it
unlawful, or that any central bank or other Governmental Authority has asserted
that it is unlawful, for any Lender or its applicable Lending Office to make
Offshore Rate Loans, then, on notice thereof by the Lender to the Company
through the Agent, any obligation of that Lender to make Offshore Rate Loans
shall be suspended until the Lender notifies the Agent and the Company that the
circumstances giving rise to such determination no longer exist.

                  (b) If a Lender determines that it is unlawful to maintain any
         Offshore Rate Loan, the Company shall, upon its receipt of notice of
         such fact and demand from such Lender (with a copy to the Agent),
         prepay in full such Offshore Rate Loans of that Lender then
         outstanding, together with interest accrued thereon and amounts
         required under SECTION 4.04, either on the last day of the Interest
         Period thereof, if the Lender may lawfully continue to maintain such
         Offshore Rate Loans to such day, or immediately, if the Lender may not
         lawfully continue to maintain such Offshore Rate Loan. If the Company
         is required to so prepay any Offshore Rate Loan, then concurrently with
         such prepayment, the Company shall borrow from the affected Lender, in
         the amount of such repayment, a Base Rate Loan.

                  (c) If the obligation of any Lender to make or maintain
         Offshore Rate Loans has been so terminated or suspended, the Company
         may elect, by giving notice to the Lender through the Agent that all
         Loans which would otherwise be made by the Lender as Offshore Rate
         Loans shall be instead Base Rate Loans.

                  (d) Before giving any notice to the Agent under this Section,
         the affected Lender shall designate a different Lending Office with
         respect to its Offshore Rate

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<PAGE>

         Loans if such designation will avoid the need for giving such notice
         or making such demand and will not, in the judgment of the Lender,
         be illegal.

         4.03   INCREASED COSTS AND REDUCTION OF RETURN.  (a) If any Lender
determines that, due to either (i) the introduction of or any change (other
than any change by way of imposition of or increase in reserve requirements
included in the calculation of the Offshore Rate) in or in the interpretation
of any law or regulation or (ii) the compliance by that Lender with any
guideline or request from any central bank or other Governmental Authority
(whether or not having the force of law), there shall be any increase in the
cost to such Lender of agreeing to make or making, funding or maintaining any
Offshore Rate Loans or participating in Letters of Credit, or, in the case of
the Issuer, any increase in the cost to the Issuer of agreeing to issue,
issuing or maintaining any Letter of Credit or of agreeing to make or making,
funding or maintaining any unpaid drawing under any Letter of Credit, then
the Company shall be liable for, and shall from time to time, upon demand
(with a copy of such demand to be sent to the Agent), pay to the Agent for
the account of such Lender, additional amounts as are reasonably sufficient
to compensate such Lender for such increased costs.

                  (b) If any Lender shall have determined that (i) the
         introduction of any Capital Adequacy Regulation, (ii) any change in any
         Capital Adequacy Regulation, or (iii) any change in the interpretation
         or administration of any Capital Adequacy Regulation by any central
         bank or other Governmental Authority charged with the interpretation or
         administration thereof, or (iv) compliance by the Lender (or its
         Lending Office) or any corporation controlling the Lender with any
         Capital Adequacy Regulation, affects or would affect the amount of
         capital required or expected to be maintained by the Lender or any
         corporation controlling the Lender and (taking into consideration such
         Lender's or such corporation's policies with respect to capital
         adequacy and such Lender's desired return on capital) determines that
         the amount of such capital is materially increased as a consequence of
         its Commitment, loans, credits or obligations under this Agreement,
         then, upon demand of such Lender to the Company through the Agent, the
         Company shall pay to the Lender, from time to time as reasonably
         specified by the Lender, additional amounts reasonably sufficient to
         compensate the Lender for such increase.

         4.04     FUNDING LOSSES.  The Company shall reimburse each Lender
and hold each Lender harmless from any loss or expense which the Lender may
sustain or incur as a consequence of:

                  (a)  the failure of the Company to make on a timely basis
         any payment of principal of any Offshore Rate Loan;

                  (b)  the failure of the Company to borrow, continue or convert
         a Loan after the Company has given (or is deemed to have given) a
         Notice of Borrowing or a Notice of Conversion/ Continuation;

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<PAGE>

                  (c)  the failure of the Company to make any prepayment in
         accordance with any notice delivered under SECTION 2.08;

                  (d)  the prepayment (including pursuant to SECTION 2.09) or
         other payment (including after acceleration thereof) of an Offshore
         Rate Loan on a day that is not the last day of the relevant Interest
         Period other than any prepayment required pursuant to Section 4.02; or

                  (e) the automatic conversion under SECTION 2.04 of any
         Offshore Rate Loan to a Base Rate Loan on a day that is not the last
         day of the relevant Interest Period; including any such loss or
         expense arising from the liquidation or reemployment of funds
         obtained by it to maintain its Offshore Rate Loans or from fees
         payable to terminate the deposits from which such funds were
         obtained. For purposes of calculating amounts payable by the Company
         to the Lenders under this Section and under SUBSECTION 4.03(a), each
         Offshore Rate Loan made by a Lender (and each related reserve,
         special deposit or similar requirement) shall be conclusively deemed
         to have been funded at the LIBOR used in determining the Offshore
         Rate for such Offshore Rate Loan by a matching deposit or other
         borrowing in the interbank eurodollar market for a comparable amount
         and for a comparable period, whether or not such Offshore Rate Loan
         is in fact so funded.

         4.05 INABILITY TO DETERMINE RATES. If the Agent reasonably determines
that for any reason adequate and reasonable means do not exist for determining
the Offshore Rate for any requested Interest Period with respect to a proposed
Offshore Rate Loan, or that the Offshore Rate applicable pursuant to SUBSECTION
2.11(a) for any requested Interest Period with respect to a proposed Offshore
Rate Loan does not adequately and fairly reflect the cost to the Lenders of
funding such Loan, the Agent will promptly so notify the Company and each
Lender. Thereafter, the obligation of the Lenders to make or maintain Offshore
Rate Loans hereunder shall be suspended until the Agent revokes such notice in
writing. Upon receipt of such notice, the Company may revoke without cost or
penalty any Notice of Borrowing or Notice of Conversion/Continuation then
submitted by it. If the Company does not revoke such Notice, the Lenders shall
make, convert or continue the Loans, as proposed by the Company, in the amount
specified in the applicable notice submitted by the Company, but such Loans
shall be made, converted or continued as Base Rate Loans instead of Offshore
Rate Loans, as the case may be.

         4.06 CERTIFICATES OF LENDERS. Any Lender claiming reimbursement or
compensation under this ARTICLE IV shall deliver to the Company (with a copy to
the Agent) a certificate setting forth in reasonable detail the amount payable
to the Lender hereunder.

         4.07 SUBSTITUTION OF BANKS. Upon the receipt by the Company from any
Lender (an "AFFECTED LENDER") of a claim for compensation under SECTION 4.03, of
notice that it cannot make Offshore Rate Loans under SECTION 4.02, or of a claim
for Taxes or Further Taxes under

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<PAGE>

SECTION 4.01, then the Agent, at the Company's direction, shall: (i) request
the Affected Lender to use good faith efforts to obtain a replacement bank or
financial institution satisfactory to the Company to acquire and assume all
or a ratable part of all of such Affected Lender's Loans and Commitments at
the face amount thereof (a "REPLACEMENT LENDER"); (ii) request one more of
the other Lenders to acquire and assume all or part of such Affected Lender's
Loans and Commitments; or (iii) designate a Replacement Lender. Any such
designation of a Replacement Lender under clause (i) or (iii) shall be
subject to the prior written consent of the Agent (which consent shall not be
unreasonably withheld).

         4.08  SURVIVAL.  The agreements and obligations of the Company in
this ARTICLE IV shall survive the payment of all other Obligations.


                                    ARTICLE V

                              CONDITIONS PRECEDENT

         5.01  CONDITIONS OF INITIAL CREDIT EXTENSIONS. The obligation of
each Lender to make its initial Credit Extension hereunder is subject to the
condition that the Agent shall have received on or before the date of the
initial Credit Extension all of the following, in form and substance
satisfactory to the Agent and each Lender, and in sufficient copies for each
Lender and to the fulfillment of each of the following conditions:

                  (a)  CREDIT AGREEMENT AND NOTES.  This Agreement, the Notes,
         the Swing Line Note and all other Loan Documents executed by each
         party thereto;

                  (b)  RESOLUTIONS; INCUMBENCY.

                           (i) Copies of the resolutions of the board of
                  directors of the Company, ST Holdings and each Subsidiary
                  party to a Loan Document authorizing the transactions
                  contemplated hereby, certified as of the Closing Date by the
                  Secretary or an Assistant Secretary of such Person; and

                           (ii) A certificate of the Secretary or Assistant
                  Secretary of the Company, ST Holdings and each Subsidiary
                  party to a Loan Document certifying the names and true
                  signatures of the officers of the Company, ST Holdings or such
                  Subsidiary authorized to execute, deliver and perform, as
                  applicable, this Agreement, and all other Loan Documents to be
                  delivered by it hereunder;

                  (c)  ORGANIZATION DOCUMENTS; GOOD STANDING. Each of the
         following documents:

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<PAGE>

                           (i) the articles or certificate of incorporation and
                  the bylaws of the Company, ST Holdings and each Subsidiary
                  party to any Loan Document as in effect on the Closing Date,
                  certified by the Secretary or Assistant Secretary of the
                  Company or such Subsidiary as of the Closing Date; and

                           (ii) a good standing certificate or certificate of
                  status for the Company, ST Holdings and each Subsidiary party
                  to any Loan Document from the Secretary of State (or similar,
                  applicable Governmental Authority) of its state of
                  incorporation and such other states as shall be reasonably
                  requested by Agent;

                  (d) LEGAL OPINIONS.

                           (i) an opinion of Thompson & Knight, counsel to the
                  Company, ST Holdings and the Company's Subsidiaries addressed
                  to the Agent and the Lenders in a form satisfactory to Agent
                  and its counsel;

                           (ii) such additional opinions as Agent shall
                  reasonably request.

                  (e) PAYMENT OF FEES. Evidence of payment by the Company of all
         accrued and unpaid fees, costs and expenses to the extent then due and
         payable on the Closing Date, together with Attorney Costs of BofA to
         the extent invoiced prior to or on the Closing Date, plus such
         additional amounts of Attorney Costs as shall constitute BofA's
         reasonable estimate of Attorney Costs incurred or to be incurred by it
         through the closing proceedings (provided that such estimate shall not
         thereafter preclude final settling of accounts between the Company and
         BofA); including any such costs, fees and expenses arising under or
         referenced in SECTIONS 2.12 and 11.04;

                  (f) CERTIFICATE.  A certificate signed by a Responsible
         Officer, dated as of the Closing Date, stating that:

                           (i)   the representations and warranties contained in
                  ARTICLE VI are true and correct on and as of such date, as
                  though made on and as of such date;

                           (ii)  no Default or Event of Default exists or would
                  result from the Credit Extension; and

                           (iii) there has occurred since September 30, 1999, no
                  event or circumstance that has resulted or could reasonably be
                  expected to result in a Material Adverse Effect;

                  (g) CONSUMMATION OF THE FINTUBE ACQUISITION. The Fintube
         Acquisition has been or is being consummated substantially
         simultaneously herewith in accordance with

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<PAGE>

         the Asset Purchase Agreement all applicable Requirements of Law for a
         net cash purchase price not in excess of $86,000,000 as the Base
         Purchase Price (as defined in the Asset Purchase Agreement), none of
         the Acquisition Documents shall have been materially altered, amended
         or otherwise changed or supplemented without the prior written consent
         of the Agent (which consent shall not be unreasonably withheld), no
         material conditions to closing set forth therein have been waived
         without notice to and consent of the Agent prior to the Closing and the
         final financial results of FLP shall be substantially in accordance
         with the financial projections previously provided to the Agent and the
         Lenders;

                  (h) APPROVALS AND CONSENTS. All requisite or necessary
         Governmental Authorities and third parties of a material nature shall
         have approved or consented to the Fintube Acquisition to the extent
         required and/or all applicable waiting periods shall have expired
         (including pursuant to Hart-Scott Rodino), all such approvals and
         consents shall remain in effect, there shall be no governmental or
         judicial action, actual or threatened, that has a reasonable likelihood
         of restraining, preventing or imposing burdensome conditions on the
         Fintube Acquisition and no law or regulation shall be applicable which
         in the judgment of the Agent could have such effect;

                  (i) COLLATERAL DOCUMENTS. The Collateral Documents, executed
         by the Company, ST Holdings and certain Subsidiaries, in appropriate
         form for recording, where necessary, together with:

                           (i) copies of all UCC-l financing statements to be
                  filed, registered or recorded to perfect the security
                  interests of the Agent for the benefit of the Lenders, and
                  other filings, registrations and recordings necessary and
                  advisable to perfect the Liens of the Agent for the benefit of
                  the Lenders in accordance with applicable law;

                           (ii) written advice relating to such Lien and
                  judgment searches as the Agent shall have requested, and such
                  termination statements or other documents as may be necessary
                  to confirm that the Collateral is subject to no other Liens in
                  favor of any Persons (other than Permitted Liens);

                           (iii) all certificates and instruments representing
                  the Pledged Collateral and stock and note transfer powers
                  executed in blank with signatures guaranteed as the Agent
                  may specify;

                           (iv) to the extent requested by the Agent, funds
                  sufficient to pay any filing or recording tax or fee in
                  connection with any and all UCC-1 financing statements and the
                  Mortgages (except the Oklahoma mortgage tax which will be paid
                  by the Agent);

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<PAGE>

                           (v) with respect to the Mortgaged Property, an ALTA
                  Form B (or other form acceptable to the Agent and the Lenders)
                  mortgagee policy of title insurance or a binder issued by a
                  title insurance company satisfactory to the Agent insuring (or
                  undertaking to insure, in the case of a binder) that the
                  Mortgages create and constitute a valid first Lien against the
                  Mortgaged Property in favor of the Agent, subject only to
                  exceptions reasonably acceptable to the Agent, with such
                  endorsements and affirmative insurance as the Agent may
                  reasonably request;

                           (vi) evidence that the Agent has been named as loss
                  payee under all policies of casualty insurance, and as
                  additional insured under all policies of liability insurance,
                  required by the Mortgage (or arrangements therefor
                  satisfactory to the Agent);

                           (vii) flood insurance and earthquake insurance, to
                  the extent applicable, on terms reasonably satisfactory to the
                  Agent (or arrangements therefor satisfactory to the Agent);

                           (viii) current ALTA surveys and surveyor's
                  certification as to all Mortgaged Property to the extent
                  reasonably required by the Agent, each in form and substance
                  reasonably satisfactory to the Agent;

                           (ix) proof of payment (or arrangements therefor
                  satisfactory to the Agent) of all title insurance premiums,
                  documentary stamp or intangible taxes, and recording fees
                  payable in connection with the recording of any Mortgage or
                  the issuance of the title insurance policies (whether due on
                  the Closing Date or in the future) including sums due in
                  connection with any future advances;

                           (x) such consents, estoppels, subordination
                  agreements, waivers and other documents and instruments
                  executed by landlords, tenants, bailees, warehousemen and
                  other Persons party to material contracts relating to any
                  Collateral as to which the Agent shall be granted a Lien for
                  the benefit of the Lenders, as requested by the Agent;

                           (xi) evidence that all other actions necessary or, in
                  the opinion of the Agent, desirable to perfect and protect the
                  first priority Lien created by the Collateral Documents, and
                  to enhance the Agent's ability to preserve and protect its
                  interests in and access to the Collateral, have been taken (or
                  arrangements therefor satisfactory to the Agent have been
                  made); and

                           (xii)    Lock Box Agreement between the Company and
                  Agent.

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<PAGE>

                  (j) INSURANCE POLICIES. Standard lenders' payable endorsements
         with respect to the insurance policies or other instruments or
         documents evidencing insurance coverage on the properties of the
         Company in accordance with SECTION 6.18 (or arrangements therefor
         satisfactory to the Agent);

                  (k) ENVIRONMENTAL REVIEW. Such environmental site assessments
         with respect to the real property of the Company and its Subsidiaries
         as shall be reasonably requested by the Agent;

                  (l) REPAYMENT OF PRIOR INDEBTEDNESS. All outstanding
         Indebtedness of the Company, FLP or any of their Subsidiaries not
         specified on SCHEDULE 8.05 or otherwise permitted by SECTION 8.05 shall
         have been paid in full and all Liens securing such Indebtedness shall
         have been terminated;

                  (m) CORPORATE PROCEEDINGS. (i) All corporate and legal
         proceedings and all instruments and agreements to be executed by the
         Company and each of its Subsidiaries in connection with the
         transactions contemplated by this Agreement and the Loan Documents
         shall be reasonably satisfactory in form and substance to the Agent,
         and the Agent shall have received all information and copies of all
         certificates, documents and papers, including good standing
         certificates, bring-down certificates and any other records of
         corporate proceedings and governmental approvals, if any, which the
         Agent reasonably may have requested in connection therewith, such
         documents and papers, where appropriate, to be certified by proper
         corporate or governmental authorities;

                           (ii) The ownership and capital structure (including
                  without limitation, the terms of any capital stock, options,
                  warrants or other securities issued by the Company, ST
                  Holdings or any of its Subsidiaries) of the Company, ST
                  Holdings and the Company's Subsidiaries shall be in form and
                  substance reasonably satisfactory to the Agent and the
                  Lenders.

                  (n) TAX AND ACCOUNTING ASPECTS OF TRANSACTIONS. (i) The
         Company shall have delivered to the Agent and each Lender the financial
         statements as provided in SUBSECTION 6.11(a) AND (b) in form and
         substance satisfactory to the Agent and the Required Lenders; and

                           (ii) The consolidated financial statements of each of
                  FLP and Lone Star Technologies, Inc. and their respective
                  subsidiaries for their fiscal years ended 1996, 1997 and 1998,
                  including balance sheets, income and cash flow statements
                  audited by independent public accountants of recognized
                  national standing and prepared in conformity with GAAP;
                  interim quarterly financial statements for the period ending
                  September 30, 1999, monthly working capital detail for the
                  trailing twelve (12) months and first projected fiscal year of
                  the Company, a pro forma balance sheet of the Company and its
                  subsidiaries as of

                                       65

<PAGE>

                  the Closing after giving effected to the Closing of the
                  Fintube Acquisition and the transactions contemplated by this
                  Agreement and reflecting estimated purchase price accounting
                  adjustments, annual projections for the Company's acquisition
                  of the Fintube Acquisition and such other information related
                  thereto reasonably requested by the Agent; and

                           (iii) an initial Notice of Borrowing and Borrowing
                  Base Certificate.

                  (o) SOLVENCY. The Agent shall have received a solvency
         certificate from a Responsible Officer addressed to the Agent and each
         of the Lenders and dated the Closing Date and supporting the
         conclusions, that, after giving effect to the Fintube Acquisition and
         the incurrence of all financing contemplated herein, the Company is not
         insolvent and will not be rendered insolvent by the indebtedness
         incurred in connection herewith, will not be left with unreasonably
         small capital with which to engage in its respective businesses and
         will not have incurred debts beyond its ability to pay such debts in
         the ordinary course as they mature and become due;

                  (p) YEAR 2000. Information confirming that the Company's and
         its Subsidiaries' material computer applications and those of its key
         vendors and customers will, on a timely basis, adequately address the
         Year 2000 Problem in all material respects;

                  (q) LITIGATION. There shall be no litigation or administrative
         proceedings or other legal or regulatory developments, actual or
         threatened, that, in the judgment of the Agent, could reasonably be
         expected to have a material adverse effect on the business, assets,
         liabilities, operations, properties, prospects or condition (financial
         or otherwise) of or relating to (i) the Company, FLP and their
         respective Subsidiaries, (ii) the ability of the Company or any of its
         Subsidiaries to perform their obligations under the Loan Documents,
         (iii) the ability of the parties to consummate the Fintube Acquisition
         or (iv) the validity or enforceability of any of the Loan Documents or
         the rights, remedies and benefits available to the Agent and the
         Lenders under the Loan Documents, and no injunction or other
         restraining order shall have been issued or a hearing therefor be
         pending or noticed with respect to the Company, FLP or any of their
         respective subsidiaries concerning the Fintube Acquisition, the Loan
         Documents or the transactions contemplated hereby or thereby;

                  (r) NO MATERIAL ADVERSE CHANGE. There shall not have occurred
         or become known to the Company or FLP any material adverse condition
         affecting, or material adverse change with respect to, (i) the results
         of operations, condition (financial or otherwise), or prospects of the
         Company and its Subsidiaries, taken as a whole, since September 30,
         1999 or (ii) the results of operations or condition (financial or
         otherwise) of FLP and its Subsidiaries, taken as a whole, since
         September 30, 1999.


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                  (s) BORROWING AVAILABILITY. Evidence satisfactory to the Agent
         that, as of the Closing Date, Net Borrowing Availability is not less
         than $5,000,000 after giving effect to the initial Revolving Loan (on a
         pro forma basis, with trade payables continuing to be paid in
         accordance with current practices and with expenses and liabilities
         being paid in the ordinary course of business and without acceleration
         of sales); and

                  (t) OTHER DOCUMENTS. Such other approvals, opinions, documents
         or materials as the Agent or any Lender may reasonably request.

                  (u) FINANCIAL RATIO AT CLOSING.  At Closing, the Company's
         Leverage Ratio will not exceed 3.00 to 1.

         5.02 CONDITIONS TO ALL CREDIT EXTENSIONS. The obligation of each
Revolving Lender to make any Revolving Loan to be made by it (including its
initial Revolving Loan) and the obligation of the Issuer to Issue any Letter of
Credit (including the initial Letter of Credit) is subject to the satisfaction
of the following conditions precedent on the relevant Borrowing Date or Issuance
Date:

                  (a) NOTICE, APPLICATION. The Agent shall have received a
         Notice of Borrowing or in the case of any Issuance of any Letter of
         Credit, the Issuer and the Agent shall have received an L/C Application
         or L/C Amendment Application, as required under SECTION 3.02;

                  (b) CONTINUATION OF REPRESENTATIONS AND WARRANTIES. The
         representations and warranties in ARTICLE VI shall be true and correct
         in all material respects on and as of such Borrowing Date or Issuance
         Date with the same effect as if made on and as of such Borrowing Date
         or Issuance Date (except to the extent such representations and
         warranties expressly refer to an earlier date, in which case they shall
         be true and correct as of such earlier date); and

                  (c) NO EXISTING DEFAULT.  No Default or Event of Default
         shall exist or shall result from such Borrowing or Issuance.

         Each Notice of Borrowing and L/C Application or L/C Amendment
         Application submitted by the Company hereunder shall constitute a
         representation and warranty by the Company hereunder, as of the date of
         each such notice and as of each Borrowing Date or Issuance Date, as
         applicable, that the conditions in this SECTION 5.02 are satisfied.

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                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

         The Company represents and warrants to the Agent and each Lender
that both before and after giving effect to the consummation of the
transactions contemplated by the Transaction Documents:

         6.01  CORPORATE EXISTENCE AND POWER.  The Company, ST Holdings and
each of its Material Subsidiaries:

                  (a) is a corporation duly organized, validly existing and in
         good standing under the laws of the jurisdiction of its incorporation;

                  (b) has the power and authority and all governmental licenses,
         authorizations, consents and approvals to own its assets, to carry on
         its business and to execute, deliver, and perform its obligations under
         the Transaction Documents to which it is a party;

                  (c) is duly qualified as a foreign corporation and is licensed
         and in good standing under the laws of each jurisdiction where its
         ownership, lease or operation of property or the conduct of its
         business requires such qualification or license; and

                  (d) is in compliance with all Requirements of Law; except, in
         each case referred to in clause (c) or clause (d), to the extent that
         the failure to do so could not reasonably be expected to have a
         Material Adverse Effect.

         6.02 CORPORATE AUTHORIZATION; NO CONTRAVENTION. The execution, delivery
and performance by the Company, its Subsidiaries, and ST Holdings of this
Agreement and each other Transaction Document to which such Person is party,
have been duly authorized by all necessary corporate action, and do not and
will not:

                  (a) contravene the terms of any of that Person's Organization
         Documents;

                  (b) conflict with or result in any breach or contravention of,
         or the creation of any Lien under, any document evidencing any
         Contractual Obligation to which such Person is a party other than the
         Transaction Documents or any order, injunction, writ or decree of any
         Governmental Authority to which such Person or its property is subject;
         or

                  (c) violate any Requirement of Law.

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         6.03 GOVERNMENTAL AUTHORIZATION. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority (except those that have been obtained and remain in
effect and for recordings or filings in connection with the Liens granted to the
Agent under the Collateral Documents) is necessary or required in connection
with the execution, delivery or performance by, or enforcement against, the
Company or any of its Subsidiaries of the Agreement or any other Transaction
Document, except to the extent the failure to obtain such could not reasonably
be expected to have a Material Adverse Effect.

         6.04 BINDING EFFECT. This Agreement and each other Loan Document to
which the Company or any of its Subsidiaries or ST Holdings is a party
constitute the legal, valid and binding obligations of the Company, any of its
Subsidiaries and ST Holdings to the extent it is a party thereto, enforceable
against such Person in accordance with their respective terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, or similar
laws affecting the enforcement of creditors' rights generally or by equitable
principles relating to enforceability.

         6.05 LITIGATION. There are no actions, suits, proceedings, claims or
disputes pending, or to the best knowledge of the Company, threatened or
contemplated, at law, in equity, in arbitration or before any Governmental
Authority, against the Company, or its Subsidiaries or ST Holdings or any of
their respective properties:

                  (a) which purport to affect or pertain to this Agreement or
         any other Transaction Document, or any of the transactions contemplated
         hereby or thereby; or

                  (b) except as disclosed on SCHEDULE 6.05, as to which there
         exists a substantial likelihood of an adverse determination, which
         determination could reasonably be expected to have a Material Adverse
         Effect. No injunction, writ, temporary restraining order or any order
         of any nature has been issued by any court or other Governmental
         Authority purporting to enjoin or restrain the execution, delivery or
         performance of this Agreement or any other Transaction Document, or
         directing that the transactions provided for herein or therein not be
         consummated as herein or therein provided.

         6.06 NO DEFAULT. No Default or Event of Default exists or would result
from the incurring of any Obligations by the Company or from the grant or
perfection of the Liens of the Agent and the Lenders on the Collateral. As of
the Closing Date, neither the Company nor any Subsidiary is in default under or
with respect to any Contractual Obligation in any respect which, individually or
together with all such defaults, could reasonably be expected to have a Material
Adverse Effect, or that would, if such default had occurred after the Closing
Date, create an Event of Default under SECTION 9.01.

         6.07  ERISA COMPLIANCE.  Except as specifically disclosed in SCHEDULE
6.07:

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                  (a) Each Plan is in compliance in all material respects with
         the applicable provisions of ERISA, the Code and other federal or state
         law. Each Plan which is intended to qualify under Section 401(a) of the
         Code has received a favorable determination letter from the IRS and to
         the best knowledge of the Company, nothing has occurred which would
         cause the loss of such qualification. The Company and each ERISA
         Affiliate has made all required contributions to any Plan subject to
         Section 412 of the Code, 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) There are no pending or, to the best knowledge of Company,
         threatened claims, actions or lawsuits, or action by any Governmental
         Authority, with respect to any Plan which has resulted or could
         reasonably be expected to result in a Material Adverse Effect. There
         has been no prohibited transaction or violation of the fiduciary
         responsibility rules with respect to any Plan which has resulted or
         could reasonably be expected to result in a Material Adverse Effect.

                  (c)               (i)  No ERISA Event has occurred or is
                           reasonably expected to occur; (ii) no Pension Plan
                           has any Unfunded Pension Liability; (iii) neither
                           the Company nor any ERISA Affiliate has incurred, or
                           reasonably expects to incur, any liability under
                           Title IV of ERISA with respect to any Pension Plan
                           (other than premiums due and not delinquent under
                           Section 4007 of ERISA);  (iv) neither the Company
                           nor any ERISA Affiliate has incurred, or reasonably
                           expects to incur, any liability (and no event has
                           occurred which, with the giving of notice under
                           Section 4219 of ERISA, would result in such
                           liability) under Section 4201 or 4243 of ERISA
                           with respect to a Multiemployer Plan; and (v)
                           neither the Company nor any ERISA Affiliate has
                           engaged in a transaction that could be subject
                           to Section 4069 or 4212(c) of ERISA.

         6.08 USE OF PROCEEDS; MARGIN REGULATIONS. The proceeds of the Loans are
to be used solely for the purposes set forth in and permitted by SECTION 7.12
and SECTION 8.07. Neither the Company nor any Subsidiary is generally engaged in
the business of purchasing or selling Margin Stock or extending credit for the
purpose of purchasing or carrying Margin Stock.

         6.09 TITLE TO PROPERTIES. The Company and each Material Subsidiary have
good record and marketable title in fee simple to, or valid leasehold interests
in, all real property necessary or used in the ordinary conduct of their
respective businesses, except for such defects in title as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. As of the Closing Date, the property of the Company and its
Subsidiaries is subject to no Liens, other than Permitted Liens.

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         6.10 TAXES. The Company and its Subsidiaries have filed all Federal and
other material tax returns and reports required to be filed, and have paid all
Federal 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. There is no proposed tax assessment against the Company or
any Subsidiary that would, if made, have a Material Adverse Effect.

         6.11 FINANCIAL CONDITION. (a) To the best of the Company's knowledge
the audited consolidated financial statements of FLP and its Subsidiaries dated
for fiscal years ended 1996, 1997 and 1998, and the related consolidated
statements of income or operations, shareholders' equity and cash flows for the
fiscal years ended on such dates and the unaudited consolidated financial
statements of FLP and its Subsidiaries dated September 30, 1999, and the related
consolidated statements of income or operations, shareholders' equity and cash
flows for the nine months ended on that date:

                           (i) were prepared in accordance with GAAP
                  consistently applied throughout the period covered thereby,
                  except for the absence of footnotes and as otherwise expressly
                  noted therein, subject, in the case of such unaudited
                  financial statements, to ordinary, good faith year end
                  adjustments;

                           (ii) fairly present the financial condition of the
                  FLP and its Subsidiaries, as applicable, as of the date
                  thereof and results of operations for the period covered
                  thereby; and

                           (iii) except as specifically disclosed in SCHEDULE
                  6.11 or SCHEDULE 8.08 show all material indebtedness and other
                  liabilities of the Company, its Subsidiaries, ST Holdings,
                  Fintube and its Subsidiaries, as applicable, as of the
                  date thereof.

                  (b) The unaudited Pro Forma Financial Statements are attached
         hereto as SCHEDULE 6.11. As of the date of the Agreement, the Pro Forma
         Financial Statements (other than the projections contained therein)
         fairly represent FLP and its Subsidiaries' assets, liabilities,
         financial condition and results of operations on a consolidated basis
         in accordance with GAAP (except for the absence of footnotes and
         statements of cash flow and recognizing such Pro Forma Financial
         Statements involve estimated purchase price accounting adjustments),
         consistently applied and taking into account the transactions
         contemplated by the Transaction Documents. The projections contained
         in the Pro Forma Financial Statements represent good faith estimates
         of the future financial performance of the Company and its
         Subsidiaries.

                  (c) Since September 30, 1999, there has been no Material
         Adverse Effect.

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         6.12 ENVIRONMENTAL MATTERS. (a) Except as specifically disclosed in
SCHEDULE 6.12, the on-going operations of the Company and each of its
Subsidiaries and ST Holdings comply in all respects with all Environmental Laws,
except such non-compliance which would not (if enforced in accordance with
applicable law) result in liability in excess of $1,000,000 in the aggregate
(exclusive of amounts payable under insurance policies and indemnity agreements
which the Company or such Subsidiary reasonably expects to receive).

                  (b) Except as specifically disclosed in SCHEDULE 6.12, the
         Company and each of its Subsidiaries have obtained all licenses,
         permits, authorizations and registrations required under any
         Environmental Law ("ENVIRONMENTAL PERMITS") and necessary for their
         respective ordinary course operations, except where the failure could
         not reasonably be expected to have a Material Adverse Effect, all such
         Environmental Permits are in good standing, and the Company and each of
         its Subsidiaries are in compliance with all material terms and
         conditions of such Environmental Permits.

                  (c) Except as specifically disclosed in SCHEDULE 6.12, none of
         the Company, any of its Subsidiaries or any of their respective present
         property or operations, is subject to any outstanding written order
         from or agreement with any Governmental Authority, nor subject to (i)
         any judicial or docketed administrative proceeding, respecting any
         Environmental Law, Environmental Claim or Hazardous Material or (ii) to
         the extent that it could reasonably be expected to have a Material
         Adverse Effect, any claim, proceeding or written notice from any Person
         regarding any Environmental Law, Environmental Claim or Hazardous
         Material.

                  (d) Except as specifically disclosed in SCHEDULE 6.12, there
         are no Hazardous Materials or other conditions or circumstances
         existing with respect to any property of the Company or any Subsidiary,
         or arising from operations prior to the Closing Date, of the Company or
         any of its Subsidiaries that would reasonably be expected to give rise
         to Environmental Claims with a potential liability of the Company and
         its Subsidiaries in excess of $1,000,000 in the aggregate for all such
         conditions, circumstances and properties (exclusive of amounts payable
         under insurance policies and indemnity agreements which the Company or
         such Subsidiary reasonably expects to receive). Except as disclosed in
         SCHEDULE 6.12, (i) neither the Company nor any Subsidiary has any
         underground storage tanks (x) that are not properly registered or
         permitted under applicable Environmental Laws, or (y) that are leaking
         or disposing of Hazardous Materials off-site, which in any such case
         could reasonably be expected to have a Material Adverse Effect, and
         (ii) the Company and its Subsidiaries have met all material
         notification requirements under applicable Environmental Laws.

         6.13 COLLATERAL DOCUMENTS. (a) The provisions of each of the Collateral
Documents are effective to create in favor of the Agent for the benefit of the
Lenders, a legal, valid and enforceable first priority security interest in all
right, title and interest of the Company and its Subsidiaries in the collateral
described therein, subject only to any Permitted Liens.

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                  (b) Each Mortgage when delivered will be effective to grant to
         the Agent for the benefit of the Lenders a legal, valid and enforceable
         lien on all the right, title and interest of the mortgagor under such
         Mortgage in the mortgaged property described therein. When each such
         Mortgage is duly recorded in the offices listed on the schedule to such
         Mortgage and the mortgage recording fees and taxes in respect thereof
         are paid and compliance is otherwise had with the formal requirements
         of state law applicable to the recording of real estate mortgages
         generally, each such mortgaged property, subject to the encumbrances
         and exceptions to title set forth therein and any Permitted Liens and
         except as noted in the title policies delivered to the Agent pursuant
         to SECTION 5.01, is subject to a legal, valid, enforceable and
         perfected first priority lien; and when financing statements have been
         filed in the offices specified in such Mortgage, such Mortgage also
         creates a legal, valid, enforceable and perfected first lien on, and
         security interest in, all right, title and interest of the Company or
         such Subsidiary under such Mortgage in all personal property and
         fixtures covered by such Mortgage, subject to no other Liens, except
         the encumbrances and exceptions to title set forth therein and except
         as noted in the title policies delivered to the Agent pursuant to
         SECTION 5.01, and Permitted Liens.

                  (c) All representations and warranties of the Company and any
         of its Subsidiaries party thereto contained in the Collateral Documents
         are true and correct.

         6.14  RESTRICTED ENTITIES.  None of the Company, any Person
controlling the Company, or any Subsidiary, is an "Investment Company" within
the meaning of the Investment Company Act of 1940.  The Company is not
subject to regulation under the Public Utility Holding Company Act of 1935,
the Federal Power Act, the Interstate Commerce Act, any state public
utilities code, or any other Federal or state statute or regulation limiting
its ability to incur Indebtedness.

         6.15  NO BURDENSOME RESTRICTIONS.  Neither the Company, ST Holdings
nor any Subsidiary is a party to or bound by any Contractual Obligation, or
subject to any restriction in any Organization Document, or any Requirement
of Law, which could reasonably be expected to have a Material Adverse Effect.

         6.16  COPYRIGHTS, PATENTS, TRADEMARKS AND LICENSES, ETC. The
Company, ST Holdings and their Material Subsidiaries own or are licensed or
otherwise have the right to use all of the patents, trademarks, service
marks, trade names, copyrights, contractual franchises, authorizations and
other rights that are reasonably necessary for the operation of their
respective businesses, without conflict with the rights of any other Person,
except where the failure could not reasonably be expected to have a Material
Adverse Effect. To the best knowledge of the Company, no slogan or other
advertising device, product, process, method, substance, part or other
material now employed, or now contemplated to be employed, by the Company, ST
Holdings or any Subsidiary infringes upon any rights held by any other
Person. Except as specifically disclosed in SCHEDULE 6.16, no claim or
litigation regarding any of the

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foregoing is pending or, to the knowledge of the Company, threatened, and no
patent, invention, device, application, principle or any statute, law, rule,
regulation, standard or code applicable to copyrights, patents, trademarks
and licenses is pending or, to the knowledge of the Company, proposed, which,
in either case, could reasonably be expected to have a Material Adverse
Effect.

         6.17 CAPITALIZATION; SUBSIDIARIES. As of the Closing Date, after
giving effect to the consummation of the transactions contemplated by the
Transaction Documents, the Company has no Subsidiaries other than those
specifically disclosed in part (a) of SCHEDULE 6.17 hereto and has no equity
investments in any other corporation or entity other than those specifically
disclosed in part (b) of SCHEDULE 6.17. The capitalization of the Company and
its Subsidiaries as of the Closing Date is as set forth on part (a) of
SCHEDULE 6.17.

         6.18 INSURANCE. Except as specifically disclosed in SCHEDULE 6.18,
the properties of the Company, ST Holdings and their respective Subsidiaries
are insured with financially sound and reputable insurance companies not
Affiliates of the Company, in such amounts, with such deductibles and
covering such risks as are customarily carried by companies engaged in
similar businesses and are similarly situated.

         6.19 SWAP OBLIGATIONS. Neither the Company, ST Holdings nor any of
its Subsidiaries has incurred any outstanding obligations under any Swap
Contracts, other than Permitted Swap Obligations. The Company has undertaken
its own independent assessment of its consolidated assets, liabilities and
commitments and has considered appropriate means of mitigating and managing
risks associated with such matters and has not relied on any swap
counterparty or any Affiliate of any swap counterparty in determining whether
to enter into any Swap Contract.

         6.20 ACQUISITION DOCUMENTS. The Company has delivered to the Agent
true, complete and correct copies of the Acquisition Documents (including all
schedules, exhibits, annexes, amendments, supplements, modifications and all
other material documents delivered pursuant thereto or in connection
therewith). The Acquisition Documents as originally executed and delivered by
the parties thereto have not been amended, waived, supplemented or modified
without the consent of the Agent. To the Company's knowledge, the
representations and warranties of the parties set forth therein are true and
correct in all material respects as of the date thereof. On the date of this
Agreement, neither the Company nor, to the Company's knowledge, any other
party to any of the Acquisition Documents is in default in the performance of
or compliance with any provisions under the Acquisition Documents. The
Fintube Acquisition is being consummated contemporaneously with the initial
Borrowing Date in accordance with applicable laws and regulations.

         6.21 SOLVENCY.  The Company and each of its Material Subsidiaries
are Solvent.

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         6.22 YEAR 2000 COMPLIANCE. The Company, ST Holdings and their
respective Subsidiaries have conducted a comprehensive review and assessment
of its computer applications, and have made inquiry of their material
suppliers, vendors and customers, with respect to any defect in computer
software, data bases, hardware, controls and peripherals related to the
occurrence of the year 2000 or the use of any date after December 31, 1999 in
connection therewith. Based on the foregoing review, assessment and inquiry,
the Company believes that no such defect could reasonably be expected to have
a Material Adverse Effect.

         6.23 FULL DISCLOSURE. None of the representations or warranties made
by the Company or any Subsidiary in the Loan Documents as of the date such
representations and warranties are made or deemed made, and none of the
statements contained in any exhibit, report, statement or certificate
furnished by or on behalf of the Company, ST Holdings or any of their
respective Subsidiaries in connection with the Loan Documents (including the
offering and disclosure materials delivered by or on behalf of the Company to
the Lenders prior to the Closing Date), contains any untrue statement of a
material fact or omits any material fact required to be stated therein or
necessary to make the statements made therein, in light of the circumstances
under which they are made, not misleading as of the time when made or
delivered.

                                  ARTICLE VII

                             AFFIRMATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, or any
Loan or other Obligation shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, unless the Required Lenders waive compliance
in writing:

         7.01 FINANCIAL STATEMENTS. The Company shall deliver to the Agent, in
form and detail satisfactory to the Agent and the Required Lenders, with
sufficient copies for each Lender:

                  (a) as soon as available, but not later than 90 days after the
         end of each fiscal year (commencing with the fiscal year ended December
         31, 2000), a copy of the audited consolidated balance sheet of the
         Company and its Subsidiaries as at the end of such year and the related
         consolidated statements of income, shareholders' equity and cash flows
         for such year, setting forth in each case in comparative form the
         figures for the previous fiscal year, and accompanied by the opinion of
         a nationally-recognized independent public accounting firm
         ("INDEPENDENT AUDITOR") reasonably acceptable to Agent which report
         shall state that such consolidated financial statements present fairly
         the financial position for the periods indicated in conformity with
         GAAP applied on a basis consistent with prior years. Such opinion shall
         not be qualified or limited

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         because of a restricted or limited examination by the Independent
         Auditor of any material portion of the Company's or any
         Subsidiary's records;

                  (b) as soon as available, but not later than 45 days after the
         end of each of the first three fiscal quarters of each fiscal year
         (commencing with the fiscal quarter ended March 31, 2000), a copy of
         the unaudited consolidated balance sheet of the Company and its
         Subsidiaries as of the end of such fiscal quarter and the related
         consolidated statements of income, shareholders' equity and cash flows
         for the period commencing on the first day and ending on the last day
         of such fiscal quarter, together with a consolidating income statement
         for such period, and certified by a Responsible Officer as fairly
         presenting, in accordance with GAAP (subject to ordinary, good
         faith year-end audit adjustments and the absence of footnotes),
         the financial position and the results of operations of the Company
         and the Subsidiaries; and

                  (c) as soon as available, but not later than 15 days after the
         end of each month (commencing with the month ending January 31, 2000),
         a Borrowing Base Certificate as of the end of the immediately preceding
         fiscal quarter, substantially in the form of EXHIBIT G and certified by
         a Responsible Officer to be true and correct as of the date thereof; In
         the event of a material change in the size or scope of the Eligible
         Inventory, Eligible Accounts and Eligible Import Letters of Credit of
         the Company and its Subsidiaries, or in the event of a circumstance
         having a Material Adverse Effect upon the Collateral or the operations
         of the Company, the Agent may in its discretion require the submission
         of a Borrowing Base Certificate at intervals more frequent than
         monthly.

         7.02     CERTIFICATES; OTHER INFORMATION.  The Company shall furnish
to the Agent, with sufficient copies for each Lender:

                  (a) concurrently with the delivery of the financial statements
         referred to in SUBSECTION 7.01(a), a certificate of the Independent
         Auditor stating that in making the examination necessary therefor no
         knowledge was obtained of any Default or Event of Default, except as
         specified in such certificate;

                  (b) concurrently with the delivery of the financial statements
         referred to in SUBSECTIONS 7.01(a) and (b), a Compliance Certificate
         executed by a Responsible Officer;

                  (c) concurrently with the delivery of the financial statements
         referred to in SUBSECTION 7.01(a), (i) a consolidating balance sheet
         and income statement for such year (which need not be audited) and, in
         the case of such income statement, setting forth in comparative form
         the figures for the previous fiscal year, and (ii) a budget for the
         next succeeding four fiscal quarters; and

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                  (d) promptly, such additional information regarding the
         business, financial or corporate affairs of the Company or any
         Subsidiary as the Agent, at the request of any Lender, may from time to
         time reasonably request.

         7.03     NOTICES.  The Company shall promptly notify the Agent:

                  (a) of the occurrence of any Default or Event of Default, and
         of the occurrence or existence of any event or circumstance that
         foreseeably will become a Default or Event of Default;

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

                  (c) of the occurrence of any of the following events affecting
         the Company or any ERISA Affiliate (but in no event more than 10 days
         after such event becomes known to an officer of the Company or any
         Subsidiary), and deliver to the Agent a copy of any notice with respect
         to such event that is filed with a Governmental Authority and any
         notice delivered by a Governmental Authority to the Company or any
         ERISA Affiliate with respect to such event:

                           (i)   an ERISA Event;

                           (ii)  a material increase in the Unfunded Pension
                  Liability of any Pension Plan;

                           (iii) the adoption of, or the commencement of
                  contributions to, any Plan subject to Section 412 of the Code
                  by the Company or any ERISA Affiliate resulting in a material
                  contribution obligation; or

                           (iv) the adoption of any amendment to a Plan subject
                  to Section 412 of the Code, if such amendment results in a
                  material increase in contributions or Unfunded Pension
                  Liability;

                  (d) of any material change in accounting policies or financial
         reporting practices by the Company or any of its consolidated
         Subsidiaries; and

                  (e) upon, but in no event later than 15 days after, any
         officer of the Company or any Subsidiary becoming aware of (i) any and
         all enforcement,

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         investigation, cleanup, removal or other governmental or regulatory
         actions instituted, completed or threatened against the Company or
         any Subsidiary or any of their respective properties pursuant to
         any applicable Environmental Laws which could reasonably be expected
         to have a Material Adverse Effect, (ii) all other material
         Environmental Claims, and (iii) any environmental or similar condition
         on any real property adjoining or in the vicinity of the property of
         the Company or any Subsidiary that could reasonably be anticipated to
         cause such property of the Company or such Subsidiary or any part
         thereof to be subject to any restrictions on the ownership, occupancy,
         transferability or use of such property under any Environmental Laws
         that could reasonably be expected to have a Material Adverse Effect.
         Each notice under this Section shall be accompanied by a written
         statement by a Responsible Officer setting forth details of the
         occurrence referred to therein, and stating what action the Company or
         any affected Subsidiary proposes to take with respect thereto and at
         what time.

         7.04     PRESERVATION OF CORPORATE EXISTENCE, ETC.  The Company
shall, and shall cause each Subsidiary to:

                  (a) preserve and maintain in full force and effect its
         corporate existence and good standing under the laws of its state or
         jurisdiction of incorporation, except to the extent otherwise expressly
         permitted herein;

                  (b) preserve and maintain in full force and effect all
         governmental rights, privileges, qualifications, permits, licenses and
         franchises necessary or desirable in the normal conduct of its business
         except in connection with transactions permitted by SECTION 8.03 and
         sales of assets permitted by SECTION 8.02;

                  (c) use reasonable efforts, in the ordinary course of
         business, to preserve its business organization and goodwill; and

                  (d) preserve or renew all of its registered patents,
         trademarks, trade names and service marks, the non-preservation of
         which could reasonably be expected to have a Material Adverse Effect.

         The Company shall cause each Subsidiary which is a Wholly-Owned
         Subsidiary as of the date hereof to continue to exist as a Wholly-Owned
         Subsidiary so long as it shall be a Subsidiary.

         7.05 MAINTENANCE OF PROPERTY. The Company shall maintain, and shall
cause each Subsidiary to maintain, and preserve all its property which is used
or useful in its business in reasonably good working order and condition,
ordinary wear and tear excepted, and make all necessary repairs thereto and
renewals and replacements thereof except where the failure to do so could not
reasonably be expected to have a Material Adverse Effect.

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         7.06 INSURANCE. In addition to insurance requirements set forth in
the Collateral Documents, the Company shall maintain, and shall cause each
Subsidiary to maintain, with financially sound and reputable independent
insurers, insurance with respect to its properties and business against loss
or damage of the kinds customarily insured against by Persons engaged in the
same or similar business, of such types and in such amounts as are
customarily carried under similar circumstances by such other Persons;
including workers' compensation insurance, public liability and property and
casualty insurance which amount shall not be materially reduced by the
Company in the absence of 30 days' prior written notice to the Agent. All
casualty insurance maintained by the Company shall name the Agent as loss
payee and all liability insurance shall name the Agent as additional insured
for the benefit of the Lenders, as their interests may appear. Upon request
of the Agent or any Lender, the Company shall furnish the Agent, with
sufficient copies for each Lender, at reasonable intervals (but not more than
once per calendar year) a certificate of a Responsible Officer of the Company
(and, if requested by the Agent, any insurance broker of the Company) setting
forth the nature and extent of all insurance maintained by the Company and
its Subsidiaries in accordance with this Section or any Collateral Documents
(and which, in the case of a certificate of a broker, were placed through
such broker).

         7.07 PAYMENT OF OBLIGATIONS. The Company shall, and shall cause each
Subsidiary to, pay and discharge as the same shall become due and payable,
all their respective obligations and liabilities, including:

                  (a) all tax liabilities, assessments and governmental charges
         or levies upon it or its properties or assets, unless the same are
         being contested in good faith by appropriate proceedings and adequate
         reserves in accordance with GAAP are being maintained by the Company
         or such Subsidiary; and

                  (b) all lawful claims which, if unpaid, would by law become a
         Lien upon its property.

         7.08 COMPLIANCE WITH LAWS. The Company shall comply, and shall cause
each Subsidiary to comply, in all material respects with all Requirements of Law
of any Governmental Authority having jurisdiction over it or its business
(including the Federal Fair Labor Standards Act), except such as may be
contested in good faith or as to which a bona fide dispute may exist.

         7.09 COMPLIANCE WITH ERISA. The Company shall, and shall cause each of
its ERISA Affiliates to: (a) maintain each Plan in compliance in all material
respects with the applicable provisions of ERISA, the Code and other federal or
state law; (b) cause each Plan which is qualified under Section 401(a) of the
Code to maintain such qualification; and (c) make all required contributions to
any Plan subject to Section 412 of the Code.

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         7.10 INSPECTION OF PROPERTY AND BOOKS AND RECORDS. The Company shall
maintain and shall cause each Subsidiary to maintain proper books of record and
account, in which full, true and correct entries in conformity with GAAP
consistently applied shall be made of all financial transactions and matters
involving the assets and business of the Company and such Subsidiary. The
Company shall permit, and shall cause each Subsidiary to permit, representatives
and independent contractors of the Agent or any Lender to visit and inspect any
of their respective properties, to examine their respective corporate, financial
and operating records, and make copies thereof or abstracts therefrom, to
perform collateral audits, and to discuss their respective affairs, finances and
accounts with their respective 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
Company. The Company shall pay or reimburse the expenses of the Agent incurred
in connection with the foregoing not to exceed $10,000 in any fiscal year;
PROVIDED, HOWEVER, the Company shall have no obligation to pay or reimburse the
expenses of any Lender incurred in connection with the foregoing; PROVIDED,
further, when an Event of Default exists the Agent or any Lender may do any of
the foregoing at the expense of the Company at any time during normal business
hours and without advance notice.

         7.11 ENVIRONMENTAL LAWS. (a) The Company shall, and shall cause each
Subsidiary to, conduct its operations and keep and maintain its property in
compliance with all Environmental Laws, the violation of which could reasonably
be expected to result in liability to the Company and its Subsidiaries in excess
of $1,000,000 in the aggregate (net of any payments under insurance policies or
indemnity agreements which the Company or such Subsidiary reasonably expects to
receive).

                  (b) Upon the written request of the Agent or any Lender, the
         Company shall submit and cause each of its Subsidiaries to submit, to
         the Agent with sufficient copies for each Lender, at the Company's sole
         cost and expense, at reasonable intervals, a report providing an update
         of the status of any environmental, health or safety compliance, hazard
         or liability issue identified in any notice or report required pursuant
         to SUBSECTION 7.03(e), that could, individually or in the aggregate,
         result in liability in excess of $1,000,000 (net of any payments under
         insurance policies or indemnity agreements which the Company or such
         Subsidiary reasonably expects to receive).

         7.12 USE OF PROCEEDS. The Company shall use the proceeds of the Loans
(a) to finance in part the Fintube Acquisition and to pay certain fees and
expenses related thereto; (b) to refinance existing Indebtedness of Fintube;(c)
for working capital; (d) to finance capital expenditures; and (e) other general
corporate purposes.

         7.13 FURTHER ASSURANCES. (a) The Company shall ensure that all written
information, exhibits and reports furnished to the Agent or the Lenders do not
and will not contain any untrue statement of a material fact and do not and will
not omit to state any material fact or any fact necessary to make the statements
contained therein not misleading in

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light of the circumstances in which made, and will promptly disclose to the
Agent and the Lenders and correct any defect or error that may be discovered
therein or in any Loan Document or in the execution, acknowledgment or
recordation thereof.

                  (b) Promptly upon request by the Agent or the Required
         Lenders, the Company shall (and shall cause any of its Subsidiaries to)
         do, execute, acknowledge, deliver, record, re-record, file, re-file,
         register and re-register, any and all such further acts, deeds,
         conveyances, security agreements, mortgages, assignments, estoppel
         certificates, financing statements and continuations thereof,
         termination statements, notices of assignment, transfers, certificates,
         assurances and other instruments the Agent or such Lenders, as the
         case may be, may reasonably require from time to time in order (i)
         to carry out more effectively the purposes of this Agreement or any
         other Loan Document, (ii) to subject to the Liens created by any of
         the Collateral Documents any of the properties, rights or interests
         covered by any of the Collateral Documents, (iii) to perfect and
         maintain the validity, effectiveness and priority of any of the
         Collateral Documents and the Liens intended to be created thereby,
         and (iv) to better assure, convey, grant, assign, transfer, preserve,
         protect and confirm to the Agent and Lenders the rights granted or now
         or hereafter intended to be granted to the Lenders under any Loan
         Document or under any other document executed in connection therewith.

         7.14 ADDITIONAL GUARANTIES AND PERSONAL PROPERTY PLEDGE. Effective upon
any Person becoming a Material Subsidiary (other than any Foreign Subsidiary),
such Person shall: (i) join as a guarantor under the Subsidiary Guaranty, as a
debtor under the Subsidiary Security Agreement and as a mortgagor under the
Mortgage pursuant to amendments or other instruments thereto in form and
substance acceptable to the Agent and (ii) provide an intercompany note to the
extent such exists to the Company which shall be pledged to the Agent pursuant
to the Security Agreement; PROVIDED, that if all Domestic Subsidiaries which are
not party to the Subsidiary Guaranty, the Subsidiary Security Agreement and
Subsidiary Mortgage hold 10% or more of the total assets of the Company and its
Subsidiaries, then such Domestic Subsidiaries shall promptly execute the
Subsidiary Guaranty, the Subsidiary Security Agreement and Mortgage so that,
upon such execution, such 10% threshold is no longer exceeded. The Company shall
promptly notify the Agent at any time at which, in accordance with this SECTION
7.14, any Subsidiary shall be required to join as a guarantor under the
Subsidiary Guaranty.

         7.15 ADDITIONAL PLEDGE AND SECURITY INTERESTS. Effective upon any
Person becoming a Material Subsidiary (other than any indirect Foreign
Subsidiary), the shareholder or shareholders thereof, shall pledge the stock or
other equity interests thereof to the Agent pursuant to documentation reasonably
acceptable to the Agent; PROVIDED, that the Company will only be required to
pledge, under the Foreign Subsidiary Pledge, 65% of the equity interests of any
direct Foreign Subsidiary. Any such Person (other than a Foreign Subsidiary)

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shall grant Liens on all of its other Collateral consistent with the
Subsidiary Security Agreement and Subsidiary Mortgage.

         7.16 ADDITIONAL REAL PROPERTY. Concurrent with (a) the acquisition
by the Company or any Domestic Subsidiary of any parcel of property which has
a fair market value in excess of $500,000 or (b) the acquisition or lease by
the Company or any Domestic Subsidiary of any parcel of property which, in
the Agent's determination, is otherwise of significant value to the
operations of the Company and its Subsidiaries, unless the Required Lenders
shall otherwise direct, the Company shall, or shall cause such Domestic
Subsidiary to, execute and deliver to the Agent a Mortgage on such parcel or
leasehold substantially in the form of the applicable Mortgages executed and
delivered on the date hereof, together with such other of the items specified
in SUBSECTION 5.01(i) as shall be applicable thereto, in each case in form
and substance reasonably acceptable to the Agent.

         7.17 GOVERNMENT CONTRACTS. The Company shall (i) deliver or cause to
be delivered to the Agent a list in the form of SCHEDULE 7.18 of each
Government Contract and Government Subcontract which has a remaining contract
value in excess of $500,000, and any amendments thereto, to which the Company
or any of its Subsidiaries is a party and (ii) notify the Agent of (A) the
name and address of any surety with respect to any such Government Contract
or Subcontract to which the Company or any of its Subsidiaries is a party and
(B) the cancellation or early termination of any of such Government Contracts
or, Subcontracts.

         7.18 FLP FINANCIAL STATEMENTS. The Company shall deliver the audited
consolidated financial statements of FLP dated December 31, 1999, and the
related consolidated statements of income or operations, shareholders' equity
and cash flows for the fiscal year ended on that date to the Agent no later
than the date which is sixty (60) days after the date of the initial Credit
Extension hereunder.

         7.19 INTEREST RATE PROTECTION. Within ninety (90) Business Days of
the Closing Date, the Company shall enter into an interest rate swap, cap or
collar (i) covering an initial notional principal amount of at least
$19,500,000, (ii) for a maximum interest rate with respect to such notional
amount no greater than three percent (3%) in excess of the interest rate
applicable to Offshore Rate Loans on the Closing Date, (iii) with a term
ending no earlier than three (3) years from the Closing Date, and (iv) on
such other terms and conditions as shall be reasonably satisfactory to the
Agent.

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                                  ARTICLE VIII

                               NEGATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, or any
Loan or other Obligation shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, unless the Required Lenders waive compliance
in writing:

         8.01 LIMITATION ON LIENS. The Company shall not, and shall not
suffer or permit any Subsidiary to, directly or indirectly, make, create,
incur, assume or suffer to exist any Lien upon or with respect to any part of
its property, whether now owned or hereafter acquired, other than the
following ("PERMITTED LIENS"):

                  (a) any Lien existing on property of the Company, ST Holdings
         or any Subsidiary on the Closing Date and set forth in SCHEDULE 8.01
         securing or reflecting Indebtedness outstanding on such date;

                  (b) any Lien created under any Loan Document;

                  (c) Liens for taxes, fees, assessments or other governmental
         charges which are not delinquent or remain payable without penalty, or
         to the extent that non-payment thereof is permitted by SECTION 7.07,
         provided that no notice of lien has been filed or recorded under the
         Code;

                  (d) carriers', warehousemen's, mechanics', landlords',
         materialmen's, repairmen's or other similar Liens arising in the
         ordinary course of business which are not delinquent or remain payable
         without penalty or which are being contested in good faith and by
         appropriate proceedings, which proceedings have the effect of
         preventing the forfeiture or sale of the property subject thereto;

                  (e) Liens (other than any Lien imposed by ERISA) consisting of
         pledges or deposits required in the ordinary course of business in
         connection with workers' compensation, unemployment insurance and other
         social security legislation;

                  (f) Liens on the property of the Company or its Subsidiaries
         or ST Holdings securing (i) the non-delinquent performance of bids,
         trade contracts (other than for borrowed money), leases, statutory
         obligations, (ii) Contingent Obligations in connection with performance
         bonds, Surety Bonds and appeal bonds, and (iii) other non-delinquent
         obligations of a like nature, in each case, incurred in the ordinary
         course of business; PROVIDED that all such Liens in the aggregate could
         not reasonably be expected to cause a Material Adverse Effect;

                  (g) easements, rights-of-way, restrictions and other similar
         encumbrances incurred in the ordinary course of business 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 businesses of the
         Company and its Subsidiaries;

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                  (h) Liens securing obligations in respect of capital leases on
         assets subject to such leases, provided that such capital leases are
         otherwise permitted hereunder;

                  (i) Liens arising solely by virtue of any statutory or common
         law provision relating to banker's liens, rights of set-off or similar
         rights and remedies as to deposit accounts or other funds maintained
         with a creditor depository institution; PROVIDED THAT (i) such deposit
         account is not a dedicated cash collateral account and is not subject
         to restrictions against access by the Company or any Subsidiary in
         excess of those set forth by regulations promulgated by the FRB, and
         (ii) such deposit account is not intended by the Company or any
         Subsidiary to provide collateral to the depository institution;

                  (j) Liens in favor of customs and revenue authorities arising
         as a matter of law to secure payment of customs duties in connection
         with the importation of goods;

                  (k) Liens securing other obligations of the Company and its
         Subsidiaries not to exceed in the aggregate at any one time outstanding
         $500,000.

         8.02 DISPOSITION OF ASSETS. The Company shall not, and shall not suffer
or permit any Subsidiary to, directly or indirectly, (x) issue any equity
interests of any Subsidiary to any Person which is not the Company or a
Subsidiary or (y) sell, assign, lease, convey, transfer or otherwise dispose of
(whether in one or a series of transactions) any property, including accounts
and notes receivable, with or without recourse (each, an "ASSET DISPOSITION"),
or enter into any agreement to do any of the foregoing, except:

                  (a) dispositions of inventory, or used, worn-out or surplus
         equipment, all in the ordinary course of business;

                  (b) the sale of equipment to the extent that such equipment is
         exchanged for credit against the purchase price of similar replacement
         equipment, or the proceeds of such sale are reasonably promptly applied
         to the purchase price of such replacement equipment;

                  (c) Asset Dispositions by any Subsidiary to any Wholly-Owned
         Subsidiary that is party to the Subsidiary Guaranty;

                  (d) sale/leaseback transactions involving an aggregate
         consideration not to exceed $1,000,000 after the date hereof; and

                  (e) dispositions not otherwise permitted hereunder which are
         made for fair market value; PROVIDED, that (i) at the time of any
         disposition, no Event of Default shall exist or shall result from such
         disposition, and (ii) the aggregate value of all assets so

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         sold by the Company and its Subsidiaries after the date hereof, shall
         not exceed $1,000,000 in any transaction or $2,000,000 in any fiscal
         year.

         8.03 CONSOLIDATIONS AND MERGERS. The Company shall not, and shall not
suffer or permit any Subsidiary to, 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:

                  (a) any Subsidiary may merge with the Company, provided that
         (i) the Company shall be the continuing or surviving corporation, or
         with any one or more Subsidiaries, and (ii) if any transaction shall be
         between a Subsidiary and a Wholly-Owned Subsidiary, the Wholly-Owned
         Subsidiary shall be the continuing or surviving corporation;

                  (b) another Person organized under the laws of any state of
         the United States may merge with or consolidate into the Company or any
         Subsidiary so long as (i) no Default or Event of Default shall have
         occurred and be continuing either before or after giving effect to such
         transaction (determined in respect of SECTIONS 8.16, 8.17 and 8.18 on a
         pro forma basis as of the last day of the prior fiscal quarter), (ii)
         the Company or such Subsidiary is the surviving Person, and (iii) all
         applicable legal requirements have been satisfied; and

                  (c) any Subsidiary may sell all or substantially all of its
         assets (upon voluntary liquidation or otherwise), to the Company or
         another Wholly-Owned Subsidiary.

         8.04 LOANS AND INVESTMENTS. The Company shall not purchase or
acquire, or suffer or permit any Subsidiary to purchase or acquire, or make
any commitment therefor, any capital stock, equity interest, or any
obligations or other securities of, or any interest in, any Person, or make
or commit to make any Acquisitions, or make or commit to make any advance,
loan, extension of credit or capital contribution to or any other investment
in, any Person including any Affiliate of the Company (together,
"INVESTMENTS"), except for:

                  (a) Investments held by the Company or any Subsidiary in the
         form of cash equivalents or short term marketable securities;

                  (b) extensions of credit in the nature of accounts receivable
         or notes receivable arising from the sale or lease of goods or services
         in the ordinary course of business;

                  (c) Investments by the Company or any Subsidiary in
         Wholly-Owned Subsidiaries party to the Subsidiary Guaranty; or in a
         Subsidiary that is not a party to

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         the Subsidiary Guaranty as long as the aggregate of such Investments
         in any one direct Subsidiary and its Subsidiaries does not exceed
         $500,000 subsequent to the Closing Date; or unsecured loans made by
         any Subsidiary to the Company;

                  (d) Investments incurred in order to consummate Acquisitions
         otherwise permitted herein, PROVIDED that (i) the cash consideration
         for Acquisitions undertaken by the Company and its Subsidiaries shall
         not exceed $2,000,000 in the aggregate in any one fiscal year, but no
         more than $5,000,000 in the aggregate during the term of this
         Agreement, (ii) such Acquisitions are undertaken in accordance with all
         applicable Requirements of Law, (iii) the prior, effective written
         consent or approval to such Acquisition of the board of directors or
         equivalent governing body of the acquiree is obtained, (iv) the Person
         or business which is the subject of such Acquisition is in the
         same or similar line of business as the Company and its Subsidiaries,
         and (v) such Acquisition consists exclusively of (A) assets located in
         the United States or (B) a Person organized under the laws of the
         United States or any state thereof;

                  (e) Investments constituting Permitted Swap Obligations or
         payments or advances under Swap Contracts relating to Permitted Swap
         Obligations;

                  (f) advances to vendors and customers of the Company and its
         Subsidiaries, or suppliers to such vendors, to enable such vendors,
         customers and suppliers to purchase goods or parts to be processed and
         sold to the Company and its Subsidiaries in the ordinary course of
         business and consistent with past practices;

                  (g) Investments (including debt obligations) received in
         connection with the bankruptcy or reorganization of suppliers and
         customers and in settlement of delinquent obligations of, and other
         disputes with, customers and suppliers arising in the ordinary course
         of business;

                  (h) Investments of a nature not contemplated by the foregoing
         clauses hereof that are outstanding as of the Closing Date and set
         forth in SCHEDULE 8.04 hereto; and

                  (i) other Investments not exceeding $500,000 in the
         aggregate after the Closing Date.

         8.05 LIMITATION ON INDEBTEDNESS. The Company shall not, and shall not
suffer or permit any Subsidiary to, create, incur, assume, suffer to exist, or
otherwise become or remain directly or indirectly liable with respect to, any
Indebtedness, except:

                  (a) Indebtedness incurred pursuant to this Agreement;

                  (b) Indebtedness consisting of Contingent Obligations
         permitted pursuant to SECTION 8.08;

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                  (c) Indebtedness existing on the Closing Date and set
         forth in SCHEDULE 8.05;

                  (d) Indebtedness incurred in connection with leases permitted
         pursuant to SECTION 8.09;

                  (e)      (i) unsecured Indebtedness owed to the Company by any
                           Subsidiary so long as it is (A) evidenced by a note
                           pledged to the Agent and (B) incurred in accordance
                           with SECTION 8.04 and (ii) unsecured Indebtedness
                           owed by the Company or any Subsidiary to a Subsidiary
                           so long as it is incurred in accordance with SECTION
                           8.04;

                  (f) other Indebtedness with an aggregate principal amount not
         to exceed $500,000 at any time outstanding; and

                  (g) Indebtedness incurred in the form of loans from Lone Star
         Technologies, Inc., provided that such loans are expressly subordinated
         to all Obligations of the Company owed to the Lenders and are otherwise
         made on terms and conditions acceptable to the Agent, including, but
         not limited to including all such loans as Indebtedness pursuant to the
         various ratios and covenants contained in this Agreement.

         8.06 TRANSACTIONS WITH AFFILIATES. The Company shall not, and shall not
suffer or permit any Subsidiary to, enter into any transaction (including
purchasing property or services from or selling property or services to any
Affiliate of the Company that is not a subsidiary, unless such transaction is
not otherwise prohibited by this Agreement, is entered into upon fair and
reasonable arm's length terms and conditions (or terms and conditions more
favorable to the Company) which are fully disclosed to the Agent, and is in
accordance with all applicable laws. The Lenders acknowledge that transactions
under the Company's present cost sharing agreement with Lone Star Technologies,
Inc. satisfy the foregoing requirements as long as such payments do not exceed
$1,000,000 during any fiscal year or otherwise create default under other
provisions of the Agreement.

         8.07 USE OF PROCEEDS. The Company shall not, and shall not suffer or
permit any Subsidiary to, use any portion of the proceeds of any Loan or any
Letter of Credit, directly or indirectly, (i) to purchase or carry Margin Stock,
(ii) to repay or otherwise refinance indebtedness of the Company or others
incurred to purchase or carry Margin Stock, (iii) to extend credit for the
purpose of purchasing or carrying any Margin Stock, or (iv) to acquire any
security in any transaction that is subject to Section 13 or 14 of the Exchange
Act.

         8.08 CONTINGENT OBLIGATIONS.  The Company shall not, and shall not
suffer or permit any Subsidiary to, create, incur, assume or suffer to exist
any Contingent Obligations except:

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                  (a) endorsements for collection or deposit in the ordinary
         course of business;

                  (b) Permitted Swap Obligations;

                  (c) Contingent Obligations of the Company and its Subsidiaries
         existing as of the Closing Date and listed in SCHEDULE 8.08;

                  (d) Contingent Obligations with respect to Indebtedness of the
         Company's Wholly-Owned Subsidiaries permitted pursuant to SECTION 8.05;

                  (e) Contingent Obligations with respect to Surety Instruments
         incurred by the Company and its Subsidiaries (including on behalf of
         third parties) in the ordinary course of business; and

                  (f) other Contingent Obligations not exceeding at any time
         $500,000 in the aggregate in respect of the Company and its
         Subsidiaries together.

         8.09  LEASE OBLIGATIONS.  The Company shall not, and shall not
suffer or permit any Subsidiary to, create or suffer to exist any obligations
for the payment of rent for any property under lease or agreement to lease,
except for:

                  (a) leases of the Company and of Subsidiaries in existence on
         the Closing Date and any renewal, extension or refinancing thereof;

                  (b) operating leases for real or personal property entered
         into by the Company or any Subsidiary after the Closing Date in the
         ordinary course of business;

                  (c) leases entered into by the Company or any Subsidiary after
         the Closing Date pursuant to sale-leaseback transactions permitted
         under SUBSECTION 8.05; and

                  (d) capital leases other than those permitted under clauses
         (a) and (c) of this Section, entered into by the Company or any
         Subsidiary after the Closing Date to finance the acquisition of
         equipment; provided that the annual rental payments for all such
         capital leases shall not exceed in any fiscal year $500,000.

         8.10 RESTRICTED PAYMENTS. The Company shall not, and shall not
suffer or permit any Subsidiary to, declare or make any dividend payment or
other distribution of assets, properties, cash, rights, obligations or
securities on account of any shares of any class of its capital stock, or
purchase, redeem or otherwise acquire for value any shares of its capital
stock or any warrants, rights or options to acquire such shares, now or
hereafter outstanding (collectively, "Restricted Equity Payments"); except
that any Subsidiary may declare and make

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dividend payments and other distributions to its shareholders on a pro rata
basis and the Company may:

                  (a) declare and make dividend payments or other distributions
         payable solely in its common stock;

                  (b) declare and make dividend payments or other distributions
         necessary to make tax payments actually made to the U.S. as a result of
         the Company's income; and

                  (c) purchase, redeem or otherwise acquire shares of its common
         stock or warrants or options to acquire any such shares with the
         proceeds received from the substantially concurrent issue of new shares
         of its common stock.

         8.11 ERISA. The Company shall not, and shall not suffer or permit any
of its ERISA Affiliates to: (a) engage in a prohibited transaction or violation
of the fiduciary responsibility rules with respect to any Plan which has
resulted or could reasonably expected to result in liability of the Company in
an aggregate amount in excess of $1,000,000; or (b) engage in a transaction that
could be subject to Section 4069 or 4212(c) of ERISA.

         8.12 CHANGE IN BUSINESS. The Company shall not, and shall not suffer or
permit any Subsidiary to, engage in any material line of business substantially
different from those lines of business carried on by the Company and its
Subsidiaries on the date hereof.

         8.13 ACCOUNTING CHANGES. The Company shall not, and shall not suffer or
permit any Subsidiary to, (a) make any significant change in accounting
treatment or reporting practices, except (i) as required by GAAP, (ii) a change
in the depreciation method employed thereby to straight line depreciation, (iii)
a change in a Subsidiary's accounting treatment or reporting practices to
conform the accounting practices or reporting practices of newly acquired
Subsidiaries to the methods used by the Company, and (iv) any other change which
does not affect the calculations required to determine compliance with SECTION
8.16, 8.17 or 8.18, or (b) change the fiscal year of the Company or of any
Subsidiary.

         8.14 AMENDMENTS TO CHARTER AND AGREEMENTS. The Company will not, nor
will it permit any Subsidiary or ST Holdings to,(a) directly or indirectly
prepay, defease or in substance defease, purchase, redeem, retire or
otherwise acquire, any such Indebtedness,(b) make any amendment or
modification to any terms or provisions of its Certificate or Articles of
Incorporation or bylaws which is materially adverse to the Agent or the
Lenders without the prior written consent of the Agent or (c) issue any
preferred stock.

         8.15 NET WORTH. The Company shall not permit its consolidated Net Worth
as determined on the last day of each fiscal quarter to be less than the sum of
(a) $40,000,000, PLUS (b) the aggregate Net Proceeds of all offerings and sales
of equity securities by the

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<PAGE>

Company or any Subsidiary after the Closing Date PLUS (c) 75% of positive net
income for each fiscal quarter of the Company ending after the Closing Date.

         8.16 LEVERAGE RATIO.  The Company shall not permit its Leverage
Ratio as determined as of the last day of each fiscal quarter in any period
set forth below to be greater than the ratio set forth below for such period:

<TABLE>
<CAPTION>

                PERIOD                         RATIO
<S>                                           <C>
1/1/2000 through 12/30/2000                   3.25:1
12/31/2000 through 12/31/01                   2.75:1
12/31/2001 and thereafter                     2.25:1

</TABLE>

         8.17 FIXED CHARGE COVERAGE RATIO. The Company shall not permit its
Fixed Charge Coverage Ratio determined as of the last day of each fiscal quarter
in any period set forth below to be less than the ratio set forth below for such
period:

<TABLE>
<CAPTION>

                PERIOD                         RATIO
<S>                                           <C>
1/1/00 through 12/30/02                       1.10:1
12/31/02 and thereafter                       1.25:1

</TABLE>

         8.18 CAPITAL EXPENDITURES. (a) The Company will not, and will not
permit any of its Subsidiaries to, make any Capital Expenditures, except that
during any fiscal year set forth below the Company and its Subsidiaries may
make Capital Expenditures so long as the aggregate amount so made by the
Company and its Subsidiaries (on a consolidated basis) during any such fiscal
year does not exceed the amount set forth opposite such fiscal year below:

<TABLE>
<CAPTION>

FISCAL YEAR ENDING                          AMOUNT
------------------                          ------
<S>                                         <C>
December 31, 2000                           $5,000,000
December 31, 2001                           $7,000,000
December 31, 2002                           $7,000,000
December 31, 2003                           $7,000,000
December 31, 2004                           $7,000,000
December 31, 2005                           $7,000,000

</TABLE>

                           (b) Notwithstanding the foregoing, in the event that
                  the amount of Capital Expenditures permitted to be made by the
                  Company and its Subsidiaries pursuant to clause (i) above in
                  any fiscal year (before giving effect to any increase in such
                  permitted expenditures amount pursuant to this clause (ii) is

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<PAGE>

                  greater than the amount of such Capital Expenditures made by
                  the Company and its Subsidiaries during such fiscal year, such
                  excess (the "ROLLOVER AMOUNT") may be carried forward and used
                  to make Capital Expenditures in the next succeeding fiscal
                  year.

         8.19 RESTRICTIVE AGREEMENTS. The Company shall not, nor shall it permit
any of its Subsidiaries to, enter into any indenture, agreement, instrument or
other arrangement which directly or indirectly prohibits or restrains, or has
the effect of prohibiting or restraining, or imposes materially adverse
conditions upon, the ability of any Subsidiary to (a) pay dividends or make
other distributions (i) on its Capital Stock or (ii) with respect to any other
interest or participation in, or measured by, its profits, (b) make loans or
advances to the Company or any Subsidiary, (c) repay loans or advances from the
Company or any Subsidiary or (d) transfer any of its properties or assets to the
Company or any Subsidiary.

                                  ARTICLE IX

                               EVENTS OF DEFAULT

         9.01 EVENT OF DEFAULT. Any of the following shall constitute an "EVENT
OF DEFAULT":

                  (a) NON-PAYMENT. The Company fails to pay, (i) when and as
         required to be paid herein, any amount of principal of any Loan or of
         any L/C Obligation, or (ii) within five (5) days after the same becomes
         due, any interest, fee or any other amount payable hereunder or under
         any other Loan Document; or

                  (b) REPRESENTATION OR WARRANTY. Any representation or warranty
         by the Company or any Subsidiary made or deemed made herein or in any
         other Loan Document, or contained in any certificate, document or
         financial or other statement by the Company, any Subsidiary, or any
         Responsible Officer, furnished at any time under this Agreement, or in
         or under any other Loan Document, is incorrect in any material respect
         on or as of the date made or deemed made; or

                  (c) SPECIFIC DEFAULTS. The Company fails to perform or observe
         any term, covenant or agreement contained in any of SECTION 7.01, 7.02,
         7.03 or 7.09 or in ARTICLE VIII; or

                  (d) OTHER DEFAULTS. The Company or any Subsidiary party
         thereto fails to perform or observe any other term or covenant
         contained in this Agreement or any other Loan Document, and such
         default shall continue unremedied for a period of thirty (30) days
         after the date upon which written notice thereof is given to the
         Company by the Agent or any Lender provided that such thirty day period
         shall be extended for an additional thirty days so long as the Company
         is diligently engaged in attempting to

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<PAGE>

         cure such default and Agent has not determined in its reasonable
         discretion that such default is not curable; or

                  (e) CROSS-DEFAULT. (i) The Company or any Subsidiary (A) fails
         to make any payment in respect of any Indebtedness or Contingent
         Obligation (other than in respect of Swap Contracts), 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 $1,000,000 when due
         (whether by scheduled maturity, required prepayment, acceleration,
         demand, or otherwise) and such failure continues after the applicable
         grace or notice period, if any, specified in the relevant document on
         the date of such failure; or (B) fails to perform or observe any other
         condition or covenant, or any other event shall occur or condition
         exist, under any agreement or instrument relating to any such
         Indebtedness or Contingent Obligation, and such failure continues after
         the applicable grace or notice period, if any, specified in the
         relevant document on the date of such failure if the effect of such
         failure, event or condition is to cause, or to permit the holder or
         holders of such Indebtedness or beneficiary or beneficiaries of such
         Indebtedness (or a trustee or agent on behalf of such holder or
         holders or beneficiary or beneficiaries) to cause such Indebtedness
         to be declared to be due and payable, or to be required to be
         repurchased, prior to its stated maturity, or such Contingent
         Obligation to become payable or cash collateral in respect thereof
         to be demanded; (ii) there occurs under any Swap Contract an Early
         Termination Date (as defined in such Swap Contract) resulting from
         (1) any event of default under such Swap Contract as to which the
         Company or any Subsidiary is the Defaulting Party (as defined in
         such Swap Contract) or (2) any Termination Event (as so defined) as
         to which the Company or any Subsidiary is an Affected Party (as so
         defined) and, in either event, the Swap Termination Value owed by
         the Company or such Subsidiary as a result thereof is greater than
         $1,000,000 or (iii) the Company or any Subsidiary fails to perform
         or observe any condition or covenant under any contract providing
         for the issuance of, or reimbursement of amounts in respect of,
         Surety Instruments (other than Non-Surety L/C's), which in such
         event requires the making of payments in excess of $1,000,000 in the
         aggregate, net of the proceeds of insurance policies and indemnity
         agreements in favor of the Company or any Subsidiary and received or
         reasonably expected to be received thereby; or

                  (f) INSOLVENCY; VOLUNTARY PROCEEDINGS. The Company or any
         Material Subsidiary (i) ceases or fails to be solvent, or generally
         fails to pay, or admits in writing its inability to pay, its debts as
         they become due, subject to applicable grace periods, if any, whether
         at stated maturity or otherwise; (ii) voluntarily ceases to conduct its
         business in the ordinary course; (iii) commences any Insolvency
         Proceeding with respect to itself; or (iv) takes any action to
         effectuate or authorize any of the foregoing; or

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<PAGE>

                  (g) INVOLUNTARY PROCEEDINGS. (i) Any involuntary Insolvency
         Proceeding is commenced or filed against the Company or any Subsidiary,
         or any writ, judgment, warrant of attachment, execution or similar
         process, is issued or levied against a substantial part of the
         Company's or any Subsidiary's properties, and any such proceeding or
         petition shall not be dismissed, or such writ, judgment, warrant of
         attachment, execution or similar process shall not be released, vacated
         or fully bonded within 60 days after commencement, filing or levy; (ii)
         the Company or any Subsidiary admits the material allegations of a
         petition against it in any Insolvency Proceeding, or an order for
         relief (or similar order under non-U.S. law) is ordered in any
         Insolvency Proceeding; or (iii) the Company or any Subsidiary
         acquiesces in the appointment of a receiver, trustee, custodian,
         conservator, liquidator, mortgagee in possession (or agent therefor),
         or other similar Person for itself or a substantial portion of its
         property or business; or

                  (h) ERISA. (i) An ERISA Event shall occur with respect to a
         Pension Plan or Multiemployer Plan which has resulted or could
         reasonably be expected to result in liability of the Company or any
         ERISA Affiliate under Title IV of ERISA to such Pension Plan or
         Multiemployer Plan or to the PBGC in an aggregate amount for all such
         Pension Plans and Multiemployer Plans in excess of $1,000,000; (ii) the
         aggregate amount of Unfunded Pension Liability among all Pension Plans
         and Multiemployer Plans at any time exceeds $5,000,000 (determined, in
         respect of Multiemployer Plans, by reference to the Unfunded Pension
         Liability for which the Company or any ERISA Affiliate may be liable)
         and could reasonably be expected to have a Material Adverse Effect; or
         (iii) the Company or any ERISA Affiliate shall fail 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
         $1,000,000; or

                  (i) MONETARY JUDGMENTS. One or more non-interlocutory
         judgments, noninterlocutory orders, decrees or arbitration awards is
         entered against the Company or any Subsidiary involving in the
         aggregate a liability (to the extent not covered by independent
         third-party insurance as to which the insurer does not dispute
         coverage) as to any single or related series of transactions, incidents
         or conditions, of $1,000,000 or more, and the same shall remain
         unsatisfied, unvacated and unstayed pending appeal for a period of 30
         days after the entry thereof; or

                  (j) NON-MONETARY JUDGMENTS. Any non-monetary judgment, order
         or decree is entered against the Company or any Subsidiary which does
         or would reasonably be expected to have a Material Adverse Effect, and
         there shall be any period of 30 consecutive days during which a stay of
         enforcement of such judgment or order, by reason of a pending appeal or
         otherwise, shall not be in effect; or

                  (k) CHANGE OF CONTROL.  There occurs any Change of Control; or

                                       93

<PAGE>

                  (l) LOSS OF LICENSES. Any Governmental Authority revokes or
         fails to renew any license, permit or franchise of the Company or any
         Material Subsidiary, or the Company or any Material Subsidiary for any
         reason loses any license, permit or franchise, or the Company or any
         Material Subsidiary suffers the imposition of any restraining order,
         escrow, suspension or impound of funds in connection with any
         proceeding (judicial or administrative) with respect to any license,
         permit or franchise and any of the foregoing has or could reasonably be
         expected to have a Material Adverse Effect; or

                  (m) GUARANTOR DEFAULTS. Any Guarantor fails in any material
         respect to perform or observe any term, covenant or agreement in the
         Subsidiary Guaranty or the ST Holdings Guaranty; or the Subsidiary
         Guaranty or the ST Holdings Guaranty is for any reason partially
         (including with respect to future advances) or wholly revoked or
         invalidated, or otherwise ceases to be in full force and effect, or any
         Guarantor or any other Person contests in any manner the validity or
         enforceability thereof or denies that it has any further liability or
         obligation thereunder; or any event described at subsections (f) or (g)
         of this Section occurs with respect to any Guarantor; or

                  (n) COLLATERAL.

                           (i) any material provision of any Collateral Document
                  shall for any reason cease to be valid and binding on or
                  enforceable against the Company or any Subsidiary party
                  thereto or the Company or any Subsidiary shall so state in
                  writing or bring an action to limit its obligations or
                  liabilities thereunder; or

                           (ii) any Collateral Document shall for any reason
                  (other than pursuant to the terms thereof) cease to create a
                  valid security interest in a material part of the Collateral
                  purported to be covered thereby or such security interest
                  shall for any reason cease to be a perfected and first
                  priority security interest subject only to Permitted Liens.

         9.02 REMEDIES.  If any Event of Default occurs, the Agent shall, at
the request of, or may, with the consent of, the Required Lenders,

                  (a) declare the Commitment of each Lender to make Loans and
         any obligation of the Issuer to Issue Letters of Credit to be
         terminated, whereupon such Commitments and obligation shall be
         terminated;

                  (b) declare an amount equal to the maximum aggregate amount
         that is or at any time thereafter may become available for drawing
         under any outstanding Letters of Credit (whether or not any beneficiary
         shall have presented, or shall be entitled at such time to present, the
         drafts or other documents required to draw under such Letters of
         Credit) to be immediately due and payable, and declare the unpaid
         principal amount of

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<PAGE>

         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 (except as otherwise
         expressly provided herein), all of which are hereby expressly waived
         by the Company; and

                  (c) 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) or (g) of SECTION 9.01 (in the case
         of clause (i) of subsection (g) upon the expiration of the 60-day
         period mentioned therein), the obligation of each Lender to make Loans
         and any obligation of the Issuer to Issue Letters of Credit shall
         automatically terminate and the unpaid principal amount of all
         outstanding Loans and all interest and other amounts as aforesaid
         shall automatically become due and payable without further act of the
         Agent, the Issuer or any Lender.

         9.03 RIGHTS NOT EXCLUSIVE. The rights provided for in this Agreement
and the other Loan Documents are cumulative and are not exclusive of any
other rights, powers, privileges or remedies provided by law or in equity, or
under any other instrument, document or agreement now existing or hereafter
arising.

                                    ARTICLE X

                                    THE AGENT

         10.01 APPOINTMENT AND AUTHORIZATION; "AGENT". (a) Each Lender hereby
irrevocably (subject to SECTION 10.09) appoints, designates and authorizes the
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 in this
Agreement or in any other Loan Document, the Agent shall not have any duties or
responsibilities, except those expressly set forth herein, nor shall the Agent
have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. Without limiting the generality of the
foregoing sentence, the use of the term "agent" in this Agreement with reference
to the 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.

                                       95

<PAGE>

                  (b) Each Issuer shall act on behalf of the Lenders with
         respect to any Letters of Credit Issued by it and the documents
         associated therewith until such time and except for so long as the
         Agent may agree at the request of the Required Lenders to act for such
         Issuer with respect thereto; PROVIDED, HOWEVER, that such Issuer shall
         have all of the benefits and immunities (i) provided to the Agent in
         this ARTICLE X with respect to any acts taken or omissions suffered by
         the Issuer in connection with Letters of Credit Issued by it or
         proposed to be Issued by it and the application and agreements for
         letters of credit pertaining to the Letters of Credit as fully as if
         the term "Agent", as used in this ARTICLE X, included such Issuer with
         respect to such acts or omissions, and (ii) as additionally provided in
         this Agreement with respect to such Issuer.

         10.02 DELEGATION OF DUTIES. The 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
concerning all matters pertaining to such duties.  The Agent shall not be
responsible for the negligence or misconduct of any agent or attorney-in-fact
that it selects with reasonable care.

         10.03 LIABILITY OF AGENT. None of the Agent-Related Persons shall (a)
be liable for any action taken or omitted to be taken by any of them 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),
or (b) be responsible in any manner to any of the Lenders for any recital,
statement, representation or warranty made by the Company or any Subsidiary or
Affiliate of the Company, or any officer thereof, contained in this Agreement 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 Agent under or in
connection with, this Agreement or any other Loan Document, or for the value of
or title to any Collateral, or the validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document, or
for any failure of the Company 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 to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of the Company or any of the Company's Subsidiaries or
Affiliates.

         10.04 RELIANCE BY AGENT. (a) The Agent shall be entitled to rely, and
shall be fully protected in relying, upon any writing, resolution, 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 (including counsel
to the Company), independent accountants and other experts selected by the
Agent. The Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Required Lenders as it deems
appropriate and, if it so requests, it shall first be indemnified to its

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<PAGE>

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
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 Required Lenders and such request and any action taken
or failure to act pursuant thereto shall be binding upon all of the Lenders.

                  (b) For purposes of determining compliance with the conditions
         specified in SECTION 5.01, each Lender that has executed 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 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 such Lender.

         10.05 NOTICE OF DEFAULT. The 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 Agent for the account of the Lenders, unless the Agent shall
have received written notice from a Lender or the Company referring to this
Agreement, describing such Default or Event of Default and stating that such
notice is a "notice of default". The Agent will notify the Lenders of its
receipt of any such notice. The Agent shall take such action with respect to
such Default or Event of Default as may be requested by the Required Lenders in
accordance with ARTICLE IX; PROVIDED, HOWEVER, that unless and until the Agent
has received any such request, the 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.

         10.06 CREDIT DECISION. Each Lender acknowledges that none of the
Agent-Related Persons has made any representation or warranty to it, and that no
act by the Agent hereinafter taken, including any review of the affairs of the
Company and its Subsidiaries, shall be deemed to constitute any representation
or warranty by any Agent-Related Person to any Lender. Each Lender represents to
the Agent that it has, independently and without reliance upon any AgentRelated
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
Company and its Subsidiaries, the value of and title to any Collateral, and all
applicable bank regulatory laws relating to the transactions contemplated
hereby, and made its own decision to enter into this Agreement and to extend
credit to the Company 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 Company. Except for notices, reports and other documents
expressly herein required to be furnished to the Lenders by the Agent, the Agent
shall not

                                       97

<PAGE>

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 Company which may
come into the possession of any of the Agent-Related Persons.

         10.07 INDEMNIFICATION OF AGENT. Whether or not the transactions
contemplated hereby are consummated, the Lenders shall indemnify upon demand
the Agent-Related Persons (to the extent not reimbursed by or on behalf of
the Company and without limiting the obligation of the Company to do so), in
accordance with such Lender's Pro Rata Share of all Loans and Commitments,
from and against any and all Indemnified Liabilities; PROVIDED, HOWEVER, that
no Lender shall be liable for the payment to the Agent-Related Persons of any
portion of such Indemnified Liabilities resulting from such Person's gross
negligence or willful misconduct. Without limitation of the foregoing, each
Lender shall reimburse the Agent upon demand for its ratable share of any
costs or out-of-pocket expenses (including Attorney Costs) incurred by the
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
Agent is not reimbursed for such expenses by or on behalf of the Company. The
undertaking in this Section shall survive the payment of all Obligations
hereunder and the resignation or replacement of the Agent.

         10.08 AGENT IN INDIVIDUAL CAPACITY. BofA 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 Company and its
Subsidiaries and Affiliates as though BofA were not the Agent or an Issuer
hereunder and without notice to or consent of the Lenders. The Lenders
acknowledge that, pursuant to such activities, BofA or its Affiliates may
receive information regarding the Company or its Affiliates (including
information that may be subject to confidentiality obligations in favor of the
Company or such Subsidiary) and acknowledge that the Agent shall be under no
obligation to provide such information to them. With respect to its Loans, BofA
shall have the same rights and powers under this Agreement as any other Lender
and may exercise the same as though it were not the Agent or an Issuer.

         10.09 SUCCESSOR AGENT. The Agent may, and at the request of the
Required Lenders shall, resign as Agent upon 30 days' notice to the Lenders. If
the Agent resigns under this Agreement, the Required Lenders shall appoint from
among the Lenders a successor agent for the Lenders subject, so long as no Event
of Default has occurred and is then continuing, to the consent of the Company,
which shall not be unreasonably withheld or delayed. If no successor agent is
appointed prior to the effective date of the resignation of the Agent, the Agent
may appoint, after consulting with the Lenders and the Company, a successor
agent from among the Lenders. Upon the acceptance of its appointment as
successor agent hereunder, such successor agent shall succeed to all the rights,
powers and duties of the

                                       98

<PAGE>

retiring Agent and the term "Agent" shall mean such successor agent and the
retiring Agent's appointment, powers and duties as Agent shall be terminated.
After any retiring Agent's resignation hereunder as Agent, the provisions of
this ARTICLE X and SECTIONS 11.04 and 11.05 shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was Agent under this
Agreement. If no successor agent has accepted appointment as Agent by the
date which is 30 days following a retiring Agent's notice of resignation, the
retiring Agent's resignation shall nevertheless thereupon become effective
and the Lenders shall perform all of the duties of the Agent hereunder until
such time, if any, as the Required Lenders appoint a successor agent as
provided for above. Notwithstanding the foregoing, however, BofA may not be
removed as the Agent at the request of the Required Lenders unless BofA shall
also simultaneously be replaced as an "Issuer" (if any letters of credit
Issued by BofA are then outstanding) hereunder pursuant to documentation in
form and substance reasonably satisfactory to BofA.

         10.10 WITHHOLDING TAX. (a) (i) If any Lender is a "foreign corporation,
partnership or trust" within the meaning of the Code and such Lender claims
exemption from, or a reduction of U.S. withholding tax under Sections 1441 or
1442 of the Code, such Lender agrees with and in favor of the Agent and the
Company, to deliver to the Agent and the Company:

                  (A) if such Lender claims an exemption from, or a reduction
         of, withholding tax under a United States tax treaty, two properly
         completed and executed copies of IRS Form 1001 before the payment of
         any interest in the first calendar year and before the payment of any
         interest in each third succeeding calendar year during which interest
         may be paid under this Agreement;

                  (B) if such Lender claims that interest paid under this
         Agreement is exempt from United States withholding tax because it is
         effectively connected with a United States trade or business of such
         Lender, two properly completed and executed copies of IRS Form 4224
         before the payment of any interest is due in the first taxable year of
         such Lender and in each succeeding taxable year of such Lender during
         which interest may be paid under this Agreement; and

                  (C) such other form or forms as may be required under the Code
         or other laws of the United States as a condition to exemption from, or
         reduction of, United States withholding tax.

Such lender agrees to promptly notify the Agent and the Company of any change in
circumstances which would modify or render invalid any claimed exemption or
reduction.

                  (ii) if any foreign Lender claims exemption from U.S. federal
         withholding tax under Section 871(h) or 881(c) of the Code with respect
         to payments of "portfolio interest", such Lender agrees with and in
         favor of the Agent and the Company to deliver to the Agent and the
         Company a Form W-8, or any subsequent versions thereof

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         or successors thereto (and, if such Lender delivers a Form W-8, a
         certificate representing that such Lender is not a "bank" for purposes
         of Section 881(c) of the Code, is not a 10 percent shareholder (within
         the meaning of Section 871(h)(3)(B) of the Code) of the Company and is
         not a controlled foreign corporation related to the Company (within
         the meaning of Section 864(d)(4) of the Code)).

                  (b) If any Lender claims exemption from, or reduction of,
         withholding tax under a United States tax treaty by providing IRS Form
         1001 and such Lender sells, assigns, grants a participation in, or
         otherwise transfers all or part of the Obligations of the Company to
         such Lender, such Lender agrees to notify the Agent of the percentage
         amount in which it is no longer the beneficial owner of Obligations of
         the Company to such Lender. To the extent of such percentage amount,
         the Agent will treat such Lender's IRS Form 1001 as no longer valid.

                  (c) If any Lender claiming exemption from United States
         withholding tax by filing IRS Form 4224 with the Agent sells, assigns,
         grants a participation in, or otherwise transfers all or part of the
         Obligations of the Company to such Lender, such Lender agrees to
         undertake sole responsibility for complying with the withholding tax
         requirements imposed by Sections 1441 and 1442 of the Code.

                  (d) If any Lender is entitled to a reduction in the applicable
         withholding tax, the Agent may withhold from any interest payment to
         such Lender an amount equivalent to the applicable withholding tax
         after taking into account such reduction. However, if the forms or
         other documentation required by subsection (a) of this Section are not
         delivered to the Agent, then the Agent may withhold from any interest
         payment to such Lender not providing such forms or other documentation
         an amount equivalent to the applicable withholding tax imposed by
         Sections 1441 and 1442 of the Code, without reduction.

                  (e) If the IRS or any other Governmental Authority of the
         United States or other jurisdiction asserts a claim that the Agent did
         not properly withhold tax from amounts paid to or for the account of
         any Lender (because the appropriate form was not delivered or was not
         properly executed, or because such Lender failed to notify the Agent of
         a change in circumstances which rendered the exemption from, or
         reduction of, withholding tax ineffective, or for any other reason)
         such Lender shall indemnify the Agent fully for all amounts paid,
         directly or indirectly, by the Agent as tax or otherwise, including
         penalties and interest, and including any taxes imposed by any
         jurisdiction on the amounts payable to the Agent under this Section,
         together with all costs and expenses (including Attorney Costs). The
         obligation of the Lenders under this subsection shall survive the
         payment of all Obligations and the resignation or replacement of the
         Agent.

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         10.11 COLLATERAL MATTERS. (a) The Agent is authorized on behalf of all
the Lenders, without the necessity of any notice to or further consent from the
Lenders, from time to time to take any action with respect to any Collateral or
the Collateral Documents which may be necessary to perfect and maintain
perfected the security interest in and Liens upon the Collateral granted
pursuant to the Collateral Documents.

                  (b) The Lenders irrevocably authorize the Agent, at its option
         and in its discretion, to release any Lien granted to or held by the
         Agent upon any Collateral (i) upon termination of the Commitments and
         payment in full of all Loans and all other Obligations known to the
         Agent and payable under this Agreement or any other Loan Document; (ii)
         constituting property sold or to be sold or disposed of as part of or
         in connection with any disposition permitted hereunder; (iii)
         constituting property in which the Company or any Subsidiary owned no
         interest at the time the Lien was granted or at any time thereafter;
         (iv) constituting property leased to the Company or any Subsidiary
         under a lease which has expired or been terminated in a transaction
         permitted under this Agreement or is about to expire and which has not
         been, and is not intended by the Company or such Subsidiary to be,
         renewed or extended; (v) consisting of an instrument evidencing
         Indebtedness or other debt instrument, if the indebtedness evidenced
         thereby has been paid in full; or (vi) if approved, authorized or
         ratified in writing by the Required Lenders or all the Lenders, as the
         case may be, as provided in SUBSECTION 11.01(f). Upon request by the
         Agent at any time, the Lenders will confirm in writing the Agent's
         authority to release particular types or items of Collateral pursuant
         to this SUBSECTION 10.11(b), provided that the absence of any such
         confirmation for whatever reason shall not affect the Agent's rights
         under this SECTION 10.11.

                  (c) Each Lender agrees with and in favor of each other (which
         agreement shall not be for the benefit of the Company or any
         Subsidiary) that the Company's obligation to such Lender under this
         Agreement and the other Loan Documents is not and shall not be secured
         by any real property collateral now or hereafter acquired by such
         Lender other than the real property described in the Mortgages.


                                   ARTICLE XI

                                  MISCELLANEOUS

         11.01 AMENDMENTS AND WAIVERS. No amendment or waiver of any provision
of this Agreement or any other Loan Document, and no consent with respect to any
departure by the Company or any applicable Subsidiary therefrom, shall be
effective unless the same shall be in writing and signed by the Required Lenders
(or by the Agent at the written request of the Required Lenders) and the Company
and acknowledged by the Agent, and then any such waiver or consent shall be
effective only in the specific instance and for the specific purpose

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for which given; PROVIDED, HOWEVER, that no such waiver, amendment, or
consent shall, unless in writing and signed by all the Lenders and the
Company and acknowledged by the Agent, do any of the following:

                  (a) increase or extend the Commitment of any Lender (or
         reinstate any Commitment terminated pursuant to SECTION 9.02);

                  (b) postpone or delay any date fixed by this Agreement or any
         other Loan Document for any payment of principal, interest, fees or
         other amounts due to the Lenders (or any of them) hereunder or under
         any other Loan Document including without limitation any mandatory
         prepayment required pursuant to SUBSECTION 2.09(b);

                  (c) reduce the principal of, or the rate of interest specified
         herein on any Loan, or (subject to clause (iii) below) any fees or
         other amounts payable hereunder or under any other Loan Document;

                  (d) change the percentage of the 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 or reduce the
         percentage specified in the definition of "Required Lenders" or,
         without the consent of each Revolving Lender, "Required Revolving
         Lenders"; or

                  (e) amend this Section, or SECTION 2.16, or any provision
         herein providing for consent or other action by all Lenders; or

                  (f) release all or substantially all of the Collateral except
         as otherwise may be provided in the Collateral Documents or except
         where the consent of the Required Lenders only is specifically provided
         for; or

                  (g) release any or all of the Guarantors;

         and, PROVIDED FURTHER, that (i) no amendment, waiver or consent shall,
         unless in writing and signed by the Issuer in addition to the Required
         Lenders or all the Lenders, as the case may be, affect the rights or
         duties of the Issuer under this Agreement or any L/CRelated Document
         relating to any Letter of Credit Issued or to be Issued by it, (ii) no
         amendment, waiver or consent shall, unless in writing and signed by the
         Agent in addition to the Required Lenders or all the Lenders, as the
         case may be, affect the rights or duties of the Agent under this
         Agreement or any other Loan Document, and (iii) no amendment, waiver or
         consent shall, unless in writing and signed by the Swing Line Lender in
         addition to the Required Lenders or all the Lenders, as the case may
         be, affect the rights or duties of the Swing Line Lender under this
         Agreement or any other Loan Document , and (iv) the Fee Letter may be
         amended, or rights or privileges thereunder waived, in a writing
         executed by the parties thereto.

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         11.02 NOTICES. (a) All notices, requests, consents, approvals, waivers
and other communications shall be in writing (including, unless the context
expressly otherwise provides, by facsimile transmission, provided that any
matter transmitted by the Company by facsimile (i) shall be immediately
confirmed by a telephone call to the recipient at the number specified on
SCHEDULE 11.02, and (ii) shall be followed promptly by delivery of a hard copy
original thereof) and mailed, faxed or delivered, to the address or facsimile
number specified for notices on SCHEDULE 11.02; or, as directed to the Company
or the Agent, to such other address as shall be designated by such party in a
written notice to the other parties, and as directed to any other party, at such
other address as shall be designated by such party in a written notice to the
Company and the Agent.

                  (b) All such notices, requests and communications shall, when
         transmitted by overnight delivery, or faxed, be effective when
         delivered for overnight (next-day) delivery, or transmitted in legible
         form by facsimile machine, respectively, or if mailed or delivered,
         upon delivery; except that notices pursuant to ARTICLE II, III or X to
         the Agent shall not be effective until actually received by the Agent,
         and notices pursuant to ARTICLE III to any Issuer shall not be
         effective until actually received by such Issuer at the address
         specified on SCHEDULE 11.02.

                  (c) Any agreement of the Agent and the Lenders herein to
         receive certain notices by telephone or facsimile is solely for the
         convenience and at the request of the Company. The Agent and the
         Lenders shall be entitled to rely on the authority of any Person
         purporting to be, a Person authorized by the Company to give such
         notice and the Agent and the Lenders shall not have any liability to
         the Company or other Person on account of any action taken or not taken
         by the Agent or the Lenders in reliance upon such telephonic or
         facsimile notice. The obligation of the Company to repay the Loans and
         L/C Obligations shall not be affected in any way or to any extent by
         any failure by the Agent and the Lenders to receive written
         confirmation of any telephonic or facsimile notice or the receipt by
         the Agent and the Lenders of a confirmation which is at variance with
         the terms understood by the Agent and the Lenders to be contained in
         the telephonic or facsimile notice.

         11.03 NO WAIVER; CUMULATIVE REMEDIES. No failure to exercise and no
delay in exercising, on the part of the Agent or any Lender, 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.

         11.04 COSTS AND EXPENSES.  The Company shall:

                  (a) whether or not the transactions contemplated hereby are
         consummated, pay or reimburse BofA (including in its capacity as Agent
         and an Issuer) within five Business Days after demand (subject to
         SUBSECTION 5.01(e)) for all reasonable costs and

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         expenses incurred by BofA (including in its capacity as Agent and
         Issuer) in connection with the development, preparation, delivery,
         administration, syndication and execution of, and any amendment,
         supplement, waiver or modification to (in each case, whether or not
         consummated), this Agreement, any Loan Document and any other
         documents prepared in connection herewith or therewith, and the
         consummation of the transactions contemplated hereby and thereby,
         including reasonable Attorney Costs incurred by BofA (including in
         its capacity as Agent and an Issuer) with respect thereto, except to
         the extent the Loan Documents specifically provide that fees or
         expenses are to be paid by the Agent;

                  (b) pay or reimburse the Agent and each Lender within five
         Business Days after demand (subject to SUBSECTION 5.01(e)) for all
         reasonable costs and expenses (including Attorney Costs) incurred by
         them in connection with the enforcement, attempted enforcement, or
         preservation of any rights or remedies under this Agreement or any
         other Loan Document during the existence of an Event of Default or
         after acceleration of the Loans (including in connection with any
         "workout" or restructuring regarding the Loans, and including in
         any Insolvency Proceeding or appellate proceeding); and

                  (c) pay or reimburse BofA (including in its capacity as Agent)
         within five Business Days after demand (subject to SUBSECTION 5.01(e))
         for all reasonable appraisal, audit (including collateral audits),
         environmental inspection and review (including the allocated cost of
         such internal services), search and filing costs, fees and expenses,
         incurred or sustained by BofA (including in its capacity as Agent) in
         connection with the matters referred to under subsections (a) and (b)
         of this Section.

         11.05 COMPANY INDEMNIFICATION. (a) The Company shall indemnify, defend
and hold the Agent-Related Persons, and each Lender and each of its respective
officers, directors, employees, counsel, agents and attorneys-in-fact (each, an
"INDEMNIFIED PERSON") harmless from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
charges, expenses and disbursements (including Attorney Costs) of any kind or
nature whatsoever which may at any time (including at any time following
repayment of the Loans, the termination of the Letters of Credit and the
termination, resignation or replacement of the Agent or replacement of any
Lender or assignment by any Lender of its Loans or Commitments) be imposed on,
incurred by or asserted against any Indemnified Person in any way relating to or
arising out of this Agreement or any document contemplated by or referred to
herein, or the transactions contemplated hereby, or any action taken or omitted
by any such Person under or in connection with any of the foregoing, including
with respect to any investigation, litigation or proceeding (including any
Insolvency Proceeding or appellate proceeding) related to or arising out of this
Agreement or the Loans or Letters of Credit or the use of the proceeds thereof
or related to any Offshore Currency transactions entered into in connection
herewith, whether or not any Indemnified Person is a party thereto (all the
foregoing, collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, that the

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Company shall have no obligation hereunder to any Indemnified Person with
respect to Indemnified Liabilities resulting from the gross negligence or
willful misconduct of such Indemnified Person. The agreements in this Section
shall survive payment of all other Obligations.

                  (b) (i) The Company shall indemnify, defend and hold harmless
                  each Indemnified Person, from and against any and all
                  liabilities, obligations, losses, damages, penalties, actions,
                  judgments, suits, costs, charges, expenses or disbursements
                  (including Attorney Costs and the allocated cost of internal
                  environmental audit or review services), which may be incurred
                  by or asserted against such Indemnified Person in connection
                  with or arising out of any pending or threatened
                  investigation, litigation or proceeding, or any action
                  reasonably taken by any Person, with respect to any
                  Environmental Claim arising out of or related to any property,
                  whether or not subject to a Mortgage in favor of the Agent or
                  any Lender, or arising out of or related to any operations of
                  the Company or any Subsidiary. No action taken by legal
                  counsel chosen by the Agent or any Lender in defending against
                  any such investigation, litigation or proceeding or requested
                  remedial, removal or response action shall vitiate or in any
                  way impair the Company's obligation and duty hereunder to
                  indemnify and hold harmless the Agent and each Lender.

                           (ii) In no event shall any site visit, observation,
                  or testing by the Agent or any Lender (or any contractee of
                  the Agent or any Lender) be deemed a representation or
                  warranty that Hazardous Materials are or are not present in,
                  on, or under, the site, or that there has been or shall be
                  compliance with any Environmental Law. Neither the Company nor
                  any other Person is entitled to rely on any site visit,
                  observation, or testing by the Agent or any Lender. Neither
                  the Agent nor any Lender owes any duty of care to protect the
                  Company or any other Person against, or to inform the Company
                  or any other party of, any Hazardous Materials or any other
                  adverse condition affecting any site or property. The Agent or
                  any Lender may, at its discretion, disclose to the Company or
                  any other Person any report or findings made as a result of,
                  or in connection with, any site visit, observation, or testing
                  by the Agent or any Lender. The Company understands and agrees
                  that the Agent and the Lenders make no warranty or
                  representation to the Company or any other Person regarding
                  the truth, accuracy or completeness of any such report or
                  findings that may be disclosed. The Company also understands
                  that, depending upon the results of any site visit,
                  observation or testing by the Agent or any Lender and
                  disclosed to the Company, the Company may have a legal
                  obligation to notify one or more environmental agencies of the
                  results and that such reporting requirements are site-specific
                  and are to be evaluated by the Company without advice or
                  assistance from the Agent or any Lender.

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                  (c) Survival; Defense. The obligations in this Section shall
         survive payment of all other Obligations. At the election of any
         Indemnified Person, the Company shall defend such Indemnified Person
         using legal counsel reasonably satisfactory to such Indemnified Person
         in such Person's sole discretion, at the sole cost and expense of the
         Company. All amounts owing under this Section shall be paid within 30
         days after demand.

         11.06 MARSHALING; PAYMENTS SET ASIDE. Neither the Agent nor the
Lenders shall be under any obligation to marshall any assets in favor of the
Company or any other Person or against or in payment of any or all of the
Obligations. To the extent that the Company makes a payment to the Agent or
the Lenders, or the Agent or the Lenders exercise their right of set-off, and
such payment or the proceeds of such set-off or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set
aside or required (including pursuant to any settlement entered into by the
Agent or such Lender in its discretion) to be repaid to a trustee, receiver
or any other party, in connection with any Insolvency Proceeding 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 Agent
upon demand its pro rata share of any amount so recovered from or repaid by
the Agent.

         11.07 SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, except that the Company may not assign or transfer any
of its rights or obligations under this Agreement without the prior written
consent of the Agent and each Lender.

         11.08 ASSIGNMENTS, PARTICIPATIONS, ETC. (a) Any Lender may, with the
written consent of the Company at all times other than during the existence of
an Event of Default and the Agent, the Swing Line Lender and, in respect of
assignments of Revolving Loans or a Revolving Loan Commitment, each Issuer with
an outstanding Letter of Credit, which consents shall not be unreasonably
withheld or delayed, at any time assign and delegate to one or more Eligible
Assignees (each an "ASSIGNEE") all, or any part of all, of the Loans, the
Commitments, the L/C Obligations and the other rights and obligations of such
Lender hereunder, in a minimum amount of $5,000,000 or if less, the total amount
of such Lender's outstanding Loans and/or Commitments (provided that (x) no
written consent of the Company, the Agent, the Swing Line Lender or any Issuer
shall be required in connection with any assignment and delegation by a Lender
to an Eligible Assignee that is an Affiliate of such Lender or any Approved
Fund, (y) no consent of the Swing Line Lender or any Issuer shall be required in
respect of any assignment and delegation consisting solely of Term Loans and (z)
assignments must be made ratably as between the Revolving Loans and the Term
Loans); PROVIDED, HOWEVER, that the Company and the Agent may continue to deal
solely and directly with such Lender in connection with the interest so assigned
to an Assignee until (i) written notice of such assignment, together with
payment instructions, addresses and related

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<PAGE>

information with respect to the Assignee, shall have been given to the
Company and the Agent by such Lender and the Assignee; (ii) such Lender and
its Assignee shall have delivered to the Company and the Agent an Assignment
and Acceptance in the form of EXHIBIT D ("ASSIGNMENT AND ACCEPTANCE")
together with any Note or Notes subject to such assignment and (iii) the
assignor Lender or Assignee has paid to the Agent a processing fee in the
amount of $3,500; PROVIDED, that in the case of contemporaneous assignments
by a Lender to more than one fund managed by the same investment advisor,
only a single fee of $3,500 shall be payable for all such contemporaneous
assignments.

                  (b) From and after the date that the Agent notifies the
         assignor Lender that it has received (and, if required, provided its
         consent with respect to) an executed Assignment and Acceptance and
         payment of the above-referenced processing fee, (i) the Assignee
         thereunder shall be a party hereto and, to the extent that rights and
         obligations hereunder (including without limitation any obligations
         under SECTION 10.11) have been assigned to it pursuant to such
         Assignment and Acceptance, shall have the rights and obligations of a
         Lender under the Loan Documents, and (ii) the assignor Lender shall,
         to the extent that rights and obligations hereunder and under the other
         Loan Documents have been assigned by it pursuant to such Assignment and
         Acceptance, relinquish its rights and be released from its obligations
         under the Loan Documents.

                  (c) Within five Business Days after its receipt of notice by
         the Agent that it has received an executed Assignment and Acceptance
         and payment of the processing fee, (and, if required, provided that it
         consents to such assignment in accordance with SUBSECTION 11.08(a)),
         the Company shall execute and deliver to the Agent new Notes evidencing
         such Assignee's assigned Loans and Commitment and, if the assignor
         Lender has retained a portion of its Loans and its Commitment,
         replacement Notes in the principal amount of the Loans retained by the
         assignor Lender (such Notes to be in exchange for, but not in payment
         of, the Notes held by such Lender). Immediately upon each Assignee's
         making its processing fee payment under the Assignment and Acceptance,
         this Agreement shall be deemed to be amended to the extent, but only to
         the extent, necessary to reflect the addition of the Assignee and the
         resulting adjustment of the Commitments arising therefrom. The
         Commitment allocated to each Assignee shall reduce such Commitments of
         the assigning Lender PRO TANTO.

                  (d) The Agent shall maintain a copy of each Assignment and
         Acceptance 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 from time to time.
         The entries in such register shall be conclusive, in the absence of
         manifest error, and the Company, the Agent and the Lenders shall treat
         each person whose name is recorded in such register as the owner of the
         Commitments and the Loans recorded therein for all purposes of this
         Agreement. The register shall be

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         available for inspection by the Company, any Lender and their
         representatives, at any reasonable time and from time to time upon
         reasonable prior notice.

                  (e) Any Lender may at any time sell to one or more commercial
         banks or other Persons not Affiliates of the Company (a "PARTICIPANT")
         participating interests in any Loans, the Commitment of that Lender and
         the other interests of that Lender (the "ORIGINATING LENDER") hereunder
         and under the other Loan Documents; PROVIDED, HOWEVER, that (i) the
         originating Lender's obligations under this Agreement shall remain
         unchanged, (ii) the originating Lender shall remain solely responsible
         for the performance of such obligations, (iii) the Company, each Issuer
         and the Agent shall continue to deal solely and directly with the
         originating Lender in connection with the originating Lender's rights
         and obligations under this Agreement and the other Loan Documents, and
         (iv) no Lender shall transfer or grant any participating interest under
         which the Participant has rights to approve any amendment to, or any
         consent or waiver with respect to, this Agreement or any other Loan
         Document, except to the extent such amendment, consent or waiver would
         require unanimous consent of the Lenders as described in clause (a)
         (but only in respect of any increase of any Commitment of any
         Originating Lender), (b) or (c) of the FIRST PROVISO to SECTION 11.01.
         In the case of any such participation, the Participant shall be
         entitled to the benefit of SECTIONS 4.01, 4.03 and 11.05 as though it
         were also a Lender hereunder, and if amounts outstanding under this
         Agreement are due and unpaid, or shall have been declared or shall
         have become due and payable upon the occurrence of an Event of
         Default, each Participant shall be deemed to have the right of
         set-off in respect of its participating interest in amounts owing
         under this Agreement to the same extent as if the amount of its
         participating interest were owing directly to it as a Lender under
         this Agreement.

                  (f) Notwithstanding any other provision in this Agreement, (i)
         any Lender may at any time create a security interest in, or pledge,
         all or any portion of its rights under and interest in this Agreement
         and the Notes held by it in favor of any Federal Reserve Bank in
         accordance with Regulation A of the FRB or U.S. Treasury Regulation 31
         CFR Section 203.14, and such Federal Reserve Bank may enforce such
         pledge or security interest in any manner permitted under applicable
         law and (ii) any Lender that is a fund that invests in bank loans may,
         without the consent of the Agent or the Company, pledge all or any
         portion of its rights under and interest in this Agreement to any
         trustee or to any other representative of holders of obligations owed
         or securities issued by such fund as security for such obligations or
         securities; PROVIDED, that any transfer to any Person upon the
         enforcement of such pledge or security interest may only be made
         subject to SECTION 11.08.

         11.09 CONFIDENTIALITY. Each Lender agrees to take and to cause its
Affiliates to take normal and reasonable precautions and exercise due care to
maintain the confidentiality of all information provided to it by the Company or
any Subsidiary, or by the Agent on the

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Company's or such Subsidiary's behalf, under this Agreement or any other Loan
Document, and neither it nor any of its Affiliates shall use any such
information other than in connection with or in enforcement of this Agreement
and the other Loan Documents or in connection with other business now or
hereafter existing or contemplated with the Company or any Subsidiary; except
to the extent such information (i) was or becomes generally available to the
public other than as a result of disclosure by the Lender or its Affiliates,
or (ii) was or becomes available on a non-confidential basis from a source
other than the Company, provided that such source is not bound by a
confidentiality agreement with the Company known to the Lender; PROVIDED,
HOWEVER, that any Lender may disclose such information (A) at the request or
pursuant to any requirement of any Governmental Authority to which the Lender
is subject or in connection with an examination of such Lender by any such
authority; (B) pursuant to subpoena or other court process; (C) when required
to do so in accordance with the provisions of any applicable Requirement of
Law; (D) to the extent reasonably required in connection with any litigation
or proceeding to which the Agent, any Lender or their respective Affiliates
may be party; (E) to the extent reasonably required in connection with the
exercise of any remedy hereunder or under any other Loan Document; (F) to
such Lender's independent auditors and other professional advisors; (G) to
any Participant or Assignee, actual or potential, provided that such Person
agrees in writing to keep such information confidential to the same extent
required of the Lenders hereunder; (H) as to any Lender or its Affiliate, as
expressly permitted under the terms of any other document or agreement
regarding confidentiality to which the Company or any Subsidiary is party or
is deemed party with such Lender or such Affiliate; (I) to its Affiliates;
and (J) to the National Association of Insurance Commissioners or any similar
organization or any nationally recognized rating agency that requires access
to information about such Lender's investment portfolio in connection with
ratings issued with respect to such Lender.

         11.10 SET-OFF. In addition to any rights and remedies of the Lenders
provided by law, if an Event of Default exists or the Loans have been
accelerated, each Lender is authorized at any time and from time to time,
without prior notice to the Company, any such notice being waived by the Company
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 Company against any and all Obligations owing to
such Lender, now or hereafter existing, irrespective of whether or not the Agent
or such Lender shall have made demand under this Agreement or any Loan Document
and although such Obligations may be contingent or unmatured. Each Lender agrees
promptly to notify the Company and the 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.

         11.11    AUTOMATIC DEBITS OF FEES.  With respect to any commitment
fee, arrangement fee, letter of credit fee or other fee, or any other cost or
expense (including Attorney Costs) due and payable to the Agent, any Issuer,
BofA or under the Loan Documents, the Company hereby irrevocably authorizes
BofA to debit any deposit account of the Company with BofA in

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an amount such that the aggregate amount debited from all such deposit
accounts does not exceed such fee or other cost or expense; PROVIDED, that so
long as no Event of Default has occurred and is continuing, BofA has given
notice to the Company thereof not later than 9:00 a.m. (Central time) on the
date of such debit. If there are insufficient funds in such deposit accounts
to cover the amount of the fee or other cost or expense then due, such debits
will be reversed so as not to create an overdraft (in whole or in part, in
BofA's sole discretion) and such amount not debited shall be deemed to be
unpaid. No such debit under this Section shall be deemed a set-off.

         11.12 NOTIFICATION OF ADDRESSES, LENDING OFFICES, ETC. Each Lender
shall notify the Agent in writing of any changes in the address to which notices
to the Lender should be directed, of addresses of any Lending Office, of payment
instructions in respect of all payments to be made to it hereunder and of such
other administrative information as the Agent shall reasonably request.

         11.13 COUNTERPARTS. This Agreement may be executed in any number of
separate counterparts, each of which, when so executed, shall be deemed an
original, and all of said counterparts taken together shall be deemed to
constitute but one and the same instrument.

         11.14 SEVERABILITY. The illegality or unenforceability of any provision
of this Agreement or any instrument or agreement required hereunder shall not in
any way affect or impair the legality or enforceability of the remaining
provisions of this Agreement or any instrument or agreement required hereunder.

         11.15 NO THIRD PARTIES BENEFITTED. This Agreement is made and entered
into for the sole protection and legal benefit of the Company, the Lenders, the
Agent and the AgentRelated Persons, and their permitted successors and assigns,
and no other Person shall be a direct or indirect legal beneficiary of, or have
any direct or indirect cause of action or claim in connection with, this
Agreement or any of the other Loan Documents.

         11.16 GOVERNING LAW AND ARBITRATION.

                  (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
         CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF OKLAHOMA (WITHOUT
         REGARD TO PRINCIPLES OF CONFLICTS OF LAW OF THAT STATE); PROVIDED
         HOWEVER ANY ISSUE OR ISSUES RELATING TO THE AMOUNT OR RATE OF INTEREST
         THAT MAY BE LAWFULLY CONTRACTED FOR, CHARGED, TAKEN, RESERVED, OR
         RECEIVED HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS SHALL BE
         GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
         OKLAHOMA; PROVIDED FURTHER THAT THE ADMINISTRATIVE AGENT AND THE BANKS
         SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

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                  (b) ARBITRATION. ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE
         PARTIES HERETO INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR
         RELATING TO THIS AGREEMENT, OR ANY RELATED AGREEMENT OR INSTRUMENTS,
         INCLUDING ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT, SHALL BE
         DETERMINED BY BINDING ARBITRATION IN ACCORDANCE WITH THE FEDERAL
         ARBITRATION ACT (OR IF NOT APPLICABLE, THE APPLICABLE STATE LAW), THE
         RULES OF PRACTICE AND PROCEDURE FOR THE ARBITRATION OF COMMERCIAL
         DISPUTES OF J.A.M.S./ENDISPUTE OR ANY SUCCESSOR THEREOF ("J.A.M.S.")
         AND THE "SPECIAL RULES" SET FORTH BELOW. IN THE EVENT OF ANY
         INCONSISTENCY, THE SPECIAL RULES SHALL CONTROL. JUDGMENT UPON ANY
         ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. ANY
         PARTY TO THIS AGREEMENT MAY BRING AN ACTION, INCLUDING A SUMMARY OR
         EXPEDITED PROCEEDING, TO COMPEL ARBITRATION OF ANY CONTROVERSY OR CLAIM
         TO WHICH THIS AGREEMENT APPLIES IN ANY COURT HAVING JURISDICTION OVER
         SUCH ACTION.

                   SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN THE
         COUNTY OF TULSA, OKLAHOMA AND ADMINISTERED BY J.A.M.S WHO WILL APPOINT
         AN ARBITRATOR; IF J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM
         ADMINISTERING THE ARBITRATION, THEN THE AMERICAN ARBITRATION
         ASSOCIATION WILL SERVE. ALL ARBITRATION HEARINGS WILL BE COMMENCED
         WITHIN 90 DAYS OF THE DEMAND FOR ARBITRATION; FURTHER THE ARBITRATOR
         SHALL ONLY, UPON A SHOWING OF CAUSE, BE PERMITTED TO EXTENT THE
         COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL 60 DAYS.

                   RESERVATION OF RIGHTS. NOTHING IN THIS ARBITRATION PROVISION
         SHALL BE DEEMED TO (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE
         APPLICABLE STATUTES OF LIMITATIONS OR REPOSE AND ANY WAIVERS CONTAINED
         IN THIS INSTRUMENT, AGREEMENT OR DOCUMENT; OR (II) BE A WAIVER BY ANY
         LENDER OR THE AGENT, OF THE PROTECTION AFFORDED TO THEM BY 12 U.S.C.
         SEC. 91 OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III) LIMIT THE
         RIGHT OF ANY LENDER OR THE AGENT HERETO (A) TO EXERCISE SELF HELP
         REMEDIES SUCH AS (BUT NOT LIMITED TO) SETOFF OR (B) TO FORECLOSE
         AGAINST ANY REAL OR PERSONAL PROPERTIES COLLATERAL, OR (C) TO OBTAIN
         FROM A COURT PROVISIONAL OR ANCILLARY REMEDIES SUCH AS (BUT NOT LIMITED
         TO) INJUNCTIVE RELIEF, WRIT OF POSSESSION OR THE APPOINTMENT OF A
         RECEIVER,

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<PAGE>

         THE AGENT MAY EXERCISE SUCH SELF HELP RIGHTS, FORECLOSE UPON SUCH
         PROPERTY OR OBTAIN SUCH PROVISIONAL OR ANCILLARY REMEDIES BEFORE,
         DURING OR AFTER THE PENDENCY OF ANY ARBITRATION PROCEEDING BROUGHT
         PURSUANT TO THIS INSTRUMENT, AGREEMENT OR DOCUMENT. NEITHER THIS
         EXERCISE OF SELF HELP REMEDIES NOR THE INSTITUTION OR MAINTENANCE OF AN
         ACTION FOR FORECLOSURE OR PROVISIONAL OR ANCILLARY REMEDIES SHALL
         CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY, INCLUDING THE CLAIMANT
         IN ANY SUCH ACTION, TO ARBITRATE THE MERITS OF THE CONTROVERSY OR CLAIM
         OCCASIONING RESORT TO SUCH REMEDIES.

                  IN THE EVENT THAT THE FOREGOING ARBITRATION PROVISION IS NOT
         UPHELD FOR ANY REASON AND THE PARTIES RESORT TO A COURT OF LAW TO
         SETTLE THEIR DISPUTE, EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY
         WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND OR CAUSE OF
         ACTION ARISING UNDER THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS, OR IN
         ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE
         PARTIES HERETO WITH RESPECT TO THIS AGREEMENT OR THE LOAN DOCUMENTS,
         OR THE TRANSACTIONS RELATED HERETO OR THERETO, WHETHER NOW EXISTING
         OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR
         OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH
         CLAIM, DEMAND OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL
         WITHOUT A JURY, AND THAT ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR
         COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE
         CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY
         JURY.

         11.17 ENTIRE AGREEMENT. (a) This Agreement, together with the other
Loan Documents, embodies the entire agreement and understanding among the
Company, the Lenders and the Agent, and supersedes all prior or contemporaneous
agreements and understandings of such Persons, verbal or written, relating to
the subject matter hereof and thereof.

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

                                       FINTUBE TECHNOLOGIES, INC.



                                       By:      /s/ Rhys J. Best
                                       Name:    Rhys J. Best
                                       Title:   Chairman & President


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                                       BANK OF AMERICA, N.A., as Agent



                                       By:      /s/ J. Ed Fariss

                                       Name:    J. Ed Fariss

                                       Title:   Sr. Vice President



                                       BANK OF AMERICA, N.A., as a Lender and
                                        as Swing Line Lender



                                       By:      /s/ J. Ed Fariss

                                       Name:    J. Ed Fariss

                                       Title:   Sr. Vice President


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<PAGE>
                                       BANK ONE, TEXAS, N.A. as a Lender and
                                        Documentation Agent



                                       By:      /s/ Keven D. Smith

                                       Name:    Keven D. Smith

                                       Title:   Vice President


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<PAGE>


                                       THE F&M BANK & TRUST COMPANY, as a
                                        Lender


                                       By:      /s/ John D. Pixley

                                       Name:    John D. Pixley

                                       Title:   Senior Vice Pres.


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<PAGE>


                                       MID-FIRST BANK, N.A., as a Lender


                                       By:      /s/ Nicholas E. Fitzgerald

                                       Name:    Nicholas E. Fitzgerald

                                       Title:   V.P.

Exhibits and Schedules (except Schedule 2.01) are not filed with this Credit
Agreement. Registrant agrees to furnish supplementally a copy of any omitted
Exhibit or Schedule to the Commission upon request.


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<PAGE>


                                  SCHEDULE 2.01

<TABLE>
<CAPTION>

<S>                                                              <C>
Term Loan Commitment

Bank of America, N.A.                                            $15,864,407

Bank One, Texas, N.A.                                            $13,220,339

The F&M Bank & Trust Company                                      $6,610,169

Mid-First Bank                                                    $3,305,085


REVOLVING LOAN COMMITMENT

Bank of America, N.A.                                             $8,135,594

Bank One, Texas, N.A.                                             $6,779,661

The F&M Bank & Trust Company                                      $3,389,830

Mid-First Bank                                                    $1,694,915

</TABLE>

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