<PAGE>

                                                                     EXHIBIT 4.1

================================================================================

                                               Published CUSIP Number: 127918AA8










                                CREDIT AGREEMENT

                           Dated as of August 16, 2004

                                      among

                          CAL DIVE INTERNATIONAL, INC.,
                                as the Borrower,

                             BANK OF AMERICA, N.A.,
                     as Administrative Agent and L/C Issuer,

                         SOUTHWEST BANK OF TEXAS, N.A.,
                              as Syndication Agent

                             WHITNEY NATIONAL BANK,
                             as Documentation Agent

                                       and

                         The Other Lenders Party Hereto







================================================================================


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


<PAGE>
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE I.     DEFINITIONS AND ACCOUNTING TERMS................................1
     1.01      Defined Terms...................................................1
     1.02      Other Interpretive Provisions..................................21
     1.03      Accounting Terms...............................................22
     1.04      Rounding.......................................................22
     1.05      Times of Day...................................................22
     1.06      Letter of Credit Amounts.......................................22

ARTICLE II.    THE COMMITMENTS AND CREDIT EXTENSIONS..........................23
     2.01      Revolving Loans................................................23
     2.02      Borrowings, Conversions and Continuations of
               Revolving Loans................................................23
     2.03      Letters of Credit..............................................24
     2.04      Swing Line Loans...............................................33
     2.05      Prepayments....................................................36
     2.06      Termination or Reduction of Commitments........................36
     2.07      Repayment of Loans.............................................37
     2.08      Interest.......................................................37
     2.09      Fees...........................................................38
     2.10      Computation of Interest and Fees...............................38
     2.11      Evidence of Debt...............................................39
     2.12      Payments Generally; Administrative Agent's Clawback............39
     2.13      Sharing of Payments by Lenders.................................41
     2.14      Increase in Commitments or Additional Term Loan................42

ARTICLE III.   TAXES, YIELD PROTECTION AND ILLEGALITY.........................43
     3.01      Taxes..........................................................43
     3.02      Illegality.....................................................46
     3.03      Inability to Determine Rates...................................46
     3.04      Increased Costs; Reserves on Eurodollar Rate Loans.............46
     3.05      Compensation for Losses........................................48
     3.06      Mitigation Obligations; Replacement of Lenders.................49
     3.07      Survival.......................................................49

ARTICLE IV.    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS......................49
     4.01      Conditions of Initial Credit Extension.........................49
     4.02      Conditions to all Credit Extensions............................51

ARTICLE V.     REPRESENTATIONS AND WARRANTIES.................................52
     5.01      Existence, Qualification and Power; Compliance with Laws.......52
     5.02      Authorization; No Contravention................................52
     5.03      Governmental Authorization; Other Consents.....................53
     5.04      Binding Effect.................................................53
     5.05      Financial Statements; No Material Adverse Effect...............53
     5.06      Litigation.....................................................53
     5.07      No Default.....................................................54


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     5.08      Ownership of Property; Liens...................................54
     5.09      Environmental Compliance.......................................54
     5.10      Insurance......................................................54
     5.11      Taxes..........................................................54
     5.12      ERISA Compliance...............................................54
     5.13      Subsidiaries; Equity Interests.................................55
     5.14      Margin Regulations; Investment Company Act;
               Public Utility Holding Company Act.............................55
     5.15      Disclosure.....................................................56
     5.16      Compliance with Laws...........................................56
     5.17      Intellectual Property; Licenses, Etc...........................56
     5.18      Common Enterprise..............................................56
     5.19      Collateral Documents...........................................57
     5.20      Solvent........................................................57
     5.21      Synthetic Lease Obligations....................................57

ARTICLE VI.    AFFIRMATIVE COVENANTS..........................................57
     6.01      Financial Statements...........................................57
     6.02      Certificates; Other Information................................58
     6.03      Notices........................................................59
     6.04      Payment of Obligations.........................................60
     6.05      Preservation of Existence, Etc.................................60
     6.06      Maintenance of Properties......................................60
     6.07      Maintenance of Insurance.......................................60
     6.08      Compliance with Laws...........................................61
     6.09      Books and Records..............................................61
     6.10      Inspection Rights..............................................61
     6.11      Use of Proceeds................................................61
     6.12      Further Assurances.............................................61
     6.13      Subsidiaries...................................................61

ARTICLE VII.   NEGATIVE COVENANTS.............................................62
     7.01      Liens..........................................................62
     7.02      Investments....................................................63
     7.03      Indebtedness...................................................64
     7.04      Fundamental Changes............................................65
     7.05      Dispositions...................................................65
     7.06      Restricted Payments............................................66
     7.07      Change in Nature of Business...................................66
     7.08      Transactions with Affiliates...................................66
     7.09      Burdensome Agreements..........................................66
     7.10      Use of Proceeds................................................67
     7.11      Financial Covenants............................................67
     7.12      Synthetic Lease Obligations....................................67

ARTICLE VIII.  EVENTS OF DEFAULT AND REMEDIES.................................67
     8.01      Events of Default..............................................67
     8.02      Remedies Upon Event of Default.................................69
     8.03      Application of Funds...........................................70


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ARTICLE IX.    ADMINISTRATIVE AGENT...........................................71
     9.01      Appointment and Authority......................................71
     9.02      Rights as a Lender.............................................71
     9.03      Exculpatory Provisions.........................................71
     9.04      Reliance by Administrative Agent...............................72
     9.05      Delegation of Duties...........................................72
     9.06      Resignation of Administrative Agent............................73
     9.07      Non-Reliance on Administrative Agent and Other Lenders.........74
     9.08      No Other Duties, Etc...........................................74
     9.09      Administrative Agent May File Proofs of Claim..................74
     9.10      Collateral and Guaranty Matters................................75

ARTICLE X.     MISCELLANEOUS..................................................75
     10.01     Amendments, Etc................................................75
     10.02     Notices; Effectiveness; Electronic Communication...............76
     10.03     No Waiver; Cumulative Remedies.................................78
     10.04     Expenses; Indemnity; Damage Waiver.............................78
     10.05     Payments Set Aside.............................................80
     10.06     Successors and Assigns.........................................80
     10.07     Treatment of Certain Information; Confidentiality..............84
     10.08     Right of Setoff................................................84
     10.09     Interest Rate Limitation.......................................85
     10.10     Counterparts; Integration; Effectiveness.......................85
     10.11     Survival of Representations and Warranties.....................85
     10.12     Severability...................................................85
     10.13     Replacement of Lenders.........................................86
     10.14     Governing Law; Jurisdiction; Etc...............................86
     10.15     Waiver of Jury Trial...........................................87
     10.16     USA PATRIOT Act Notice.........................................88
     10.17     ENTIRE AGREEMENT...............................................88

SIGNATURES...................................................................S-1


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<PAGE>

SCHEDULES

     2.01      Commitments and Applicable Percentages
     5.05      Supplement to Interim Financial Statements
     5.13      Subsidiaries and Other Equity Investments
     7.01      Existing Liens
     7.02      Existing Investments
     7.03      Existing Indebtedness
     10.02     Administrative Agent's Office, Certain Addresses for Notices

EXHIBITS

               FORM OF

     A         Assignment and Assumption
     B         Compliance Certificate
     C         Guaranty
     D         Pledge Agreement
     E         Revolving Note
     F         Revolving Loan Notice
     G         Swing Line Note
     H         Swing Line Loan Notice




                                       iv
<PAGE>

                                CREDIT AGREEMENT

         This CREDIT AGREEMENT ("Agreement") is entered into as of August 16,
2004, among Cal Dive International, Inc., a Minnesota corporation (the
"Borrower"), each lender from time to time party hereto (collectively, the
"Lenders" and individually, a "Lender"), and BANK OF AMERICA, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer.

         The Borrower has requested that the Lenders provide a revolving credit
facility, and the Lenders are willing to do so on the terms and conditions set
forth herein.

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

                                   ARTICLE I.
                        DEFINITIONS AND ACCOUNTING TERMS

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

         "Accounts" means an account (as defined in the UCC), and (whether or
not included in such definition), a right to payment of a monetary obligation,
whether or not earned by performance for property that has been or is to be
sold, leased, licensed, assigned or otherwise disposed of, and for service
rendered or to be rendered, and all right, title and interest in any returned
property, together with all rights, titles, securities and guarantees with
respect thereto, including any rights to stoppage in transit, replevin,
reclamation, and resales, and all related Liens whether voluntary or
involuntary.

         "Acquisition" means the acquisition by any Person of (a) a majority of
the Equity Interests of another Person, (b) all or substantially all of the
assets of another Person or (c) all or substantially all of a line of business
of another Person, in each case (i) whether or not involving a merger or a
consolidation with such other Person and (ii) whether in one transaction or a
series of related transactions.

         "Acquisition Consideration" means the consideration given by the
Borrower or any of its Subsidiaries for an Acquisition, including but not
limited to the sum of (without duplication) (a) the fair market value of any
cash, property (including Equity Interests) or services given, plus (b) the
amount of any Indebtedness assumed, incurred or guaranteed (to the extent not
otherwise included) in connection with such Acquisition by the Borrower or any
of its Subsidiaries.

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

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

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


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<PAGE>

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

         "Aggregate Commitments" means the Commitments of all the Lenders.

         "Agreement" means this Credit Agreement.

         "Applicable Percentage" means with respect to any Lender at any time,
the percentage (carried out to the ninth decimal place) of the Aggregate
Commitments represented by such Lender's Commitment at such time. If the
commitment of each Lender to make Loans and the obligation of the L/C Issuer to
make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if
the Aggregate Commitments have expired, then the Applicable Percentage of each
Lender shall be determined based on the Applicable Percentage of such Lender
most recently in effect, giving effect to any subsequent assignments. The
initial Applicable Percentage of each Lender is set forth opposite the name of
such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to
which such Lender becomes a party hereto, as applicable.

         "Applicable Law" means (a) in respect of any Person, all provisions of
Laws applicable to such Person, and all orders and decrees of all courts and
determinations of arbitrators applicable to such Person and (b) in respect of
contracts made or performed in the State of Texas, "Applicable Law" shall also
mean the laws of the United States of America, including, without limitation in
addition to the foregoing, 12 USC Sections 85 and 86, as amended to the date
hereof and as the same may be amended at any time and from time to time
hereafter, and any other statute of the United States of America now or at any
time hereafter prescribing the maximum rates of interest on loans and extensions
of credit, and the laws of the State of Texas.

         "Applicable Rate" means the following percentages per annum, based upon
the Leverage Ratio as set forth in the most recent Compliance Certificate
received by the Administrative Agent pursuant to Section 6.02(a):

                                 APPLICABLE RATE

<TABLE>
<CAPTION>
                                                    Eurodollar
                                                      Rate +
Pricing                              Commitment     Letter of
 Level         Leverage Ratio           Fee           Credit       Base Rate +
-------     --------------------     ----------     ----------     -----------
<S>         <C>                        <C>            <C>             <C>
   1             <=1.00:1              0.200%         0.750%          0.000%
   2        >1.00:1 but <=1.50:1       0.250%         1.000%          0.000%
   3        >1.50:1 but <=2.00:1       0.300%         1.250%          0.000%
   4        >2.00:1 but <=2.50:1       0.375%         1.500%          0.250%
   5              >2.50:1              0.375%         1.750%          0.500%
</TABLE>


         Any increase or decrease in the Applicable Rate resulting from a change
in the Leverage Ratio shall become effective as of the first Business Day
immediately following the date a Compliance Certificate is delivered pursuant to
Section 6.02(a); provided, however, that if a Compliance Certificate is not
delivered when due in accordance with such Section, then Pricing


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<PAGE>

Level 5 shall apply as of the first Business Day after the date on which such
Compliance Certificate was required to have been delivered. The Applicable Rate
in effect from the Closing Date through the date that a Compliance Certificate
is delivered pursuant to Section 6.02(a) for the fiscal quarter ending September
30, 2004 shall be determined based upon Pricing Level 2.

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

         "Arranger" means Banc of America Securities LLC, in its capacity as
sole lead arranger and sole book manager.

         "Asset Coverage Ratio" means, as of any date of determination, the
ratio of (a) the sum of (i) 85% of the Accounts of the Borrower and its
Subsidiaries, plus (ii) 50% of the Inventory of the Borrower and its
Subsidiaries, plus (iii) the product of (A)(x) the net book value of property,
plant and equipment (net of depreciation) of the Borrower and its Subsidiaries,
minus (y) the net book value of the vessel now called the Q 4000 minus (z) the
Decommissioning Liability of the Borrower and its Subsidiaries and (B) 50%, plus
(iv) 50% of the Investments of the Borrower and its Subsidiaries, in each case
as of such date, to (b) Consolidated Funded Indebtedness of the Borrower and its
Subsidiaries, excluding the Title XI Debt, as of such date.

         "Assignment and Assumption" means an assignment and assumption entered
into by a Lender and an Eligible Assignee (with the consent of any party whose
consent is required by Section 10.06(b)), and accepted by the Administrative
Agent, in substantially the form of Exhibit A or any other form approved by the
Administrative Agent.

         "Attributable Indebtedness" means, on any date, in respect of any
capital lease of any Person, the capitalized amount thereof that would appear on
a balance sheet of such Person prepared as of such date in accordance with GAAP.

         "Audited Financial Statements" means the audited consolidated balance
sheet of the Borrower and its Subsidiaries for the fiscal year ended December
31, 2003, and the related consolidated statements of income or operations,
shareholders' equity and cash flows for such fiscal year of the Borrower and its
Subsidiaries, including the notes thereto.

         "Availability Period" means the period from and including the Closing
Date to the earliest of (a) the Maturity Date, (b) the date of termination of
the Aggregate Commitments pursuant to Section 2.06, and (c) the date of
termination of the commitment of each Lender to make Loans and of the obligation
of the of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.

         "Bank of America" means Bank of America, N.A. and its successors.

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


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<PAGE>

in such rate announced by Bank of America shall take effect at the opening of
business on the day specified in the public announcement of such change.

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

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

         "Borrowing" means a Revolving Borrowing or a Swing Line Borrowing, as
the context may require.

         "Business Day" means any day other than a Saturday, Sunday or other day
on which commercial banks are authorized to close under the Laws of, or are in
fact closed in, the state where the Administrative Agent's Office is located
and, if such day relates to any Eurodollar Rate Loan, means any such day on
which dealings in Dollar deposits are conducted by and between banks in the
London interbank Eurodollar market.

         "Cal Dive I-Title XI" means Cal Dive I-Title XI, Inc., a Texas
corporation

         "Canyon" means Canyon Offshore, Inc., a Texas corporation.

         "Capital Expenditure" means any expenditure by the Borrower or any
Subsidiary for an asset which will be used in a year or years subsequent to the
year in which the expenditure is made and which asset is properly classifiable
in relevant financial statements of such Person as property, equipment or
improvements, fixed assets, or a similar type of capital asset in accordance
with GAAP (excluding (x) Maintenance Capital Expenditures, and (y) any such
asset acquired with property insurance proceeds).

         "Cash Collateralize" has the meaning specified in Section 2.03(g).

         "Cash Equivalents" means (a) Dollars; (b) securities issued or directly
and fully guaranteed or insured by the United States government or any agency or
instrumentality thereof or any state or municipalities having maturities of not
more than one year after the date of acquisition or up to $5,000,000 with
maturities up to five (5) years; (c) certificates of deposit and LIBOR time
deposits with maturities of one year or less from the date of acquisition,
bankers' acceptances with maturities not exceeding one year and overnight bank
deposits, in each case with any lender or any domestic commercial bank or US
branch of a foreign commercial bank having capital and surplus in excess of $250
million and a Thompson Bank Watch Rating of "B" or better; (d) repurchase
obligations with a term of not more than seven days for underlying securities of
the types described in clauses (b) and (c) above entered into with any financial
institution meeting the qualifications specified in said clause (c); (e)
commercial paper having the highest rating obtainable from Moody's or S&P and in
each case maturing within 270 days after the date of acquisition or a fund which
purchases such commercial paper; and (f) mutual funds that purchase the types of
investments referred to in (a) through (e) above.

         "Change in Law" means the occurrence, after the date of this Agreement,
of any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty, (b) any change in any law, rule, regulation or treaty or
in the administration, interpretation or application thereof by any Governmental
Authority or (c) the making or issuance of any request, guideline or directive
(whether or not having the force of law) by any Governmental Authority.


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<PAGE>

         "Change of Control" means an event or series of events by which:

(a)      any "person" or "group" (as such terms are used in Sections 13(d) and
         14(d) of the Securities Exchange Act of 1934, but excluding any
         employee benefit plan of such person or its subsidiaries, and any
         person or entity acting in its capacity as trustee, agent or other
         fiduciary or administrator of any such plan) becomes the "beneficial
         owner" (as defined in Rules 13d-3 and 13d-5 under the Securities
         Exchange Act of 1934, except that a person or group shall be deemed to
         have "beneficial ownership" of all securities that such person or group
         has the right to acquire (such right, an "option right"), whether such
         right is exercisable immediately or only after the passage of time),
         directly or indirectly, of 40% or more of the Equity Interests of the
         Borrower entitled to vote for members of the board of directors or
         equivalent governing body of the Borrower on a fully-diluted basis (and
         taking into account all such Equity Interests that such person or group
         has the right to acquire pursuant to any option right);

(b)      during any period of 12 consecutive months, a majority of the members
         of the board of directors or other equivalent governing body of the
         Borrower cease to be composed of individuals (i) who were members of
         that board or equivalent governing body on the first day of such
         period, (ii) whose election or nomination to that board or equivalent
         governing body was approved by individuals referred to in clause (i)
         above constituting at the time of such election or nomination at least
         a majority of that board or equivalent governing body or (iii) whose
         election or nomination to that board or other equivalent governing body
         was approved by individuals referred to in clauses (i) and (ii) above
         constituting at the time of such election or nomination at least a
         majority of that board or equivalent governing body (excluding, in the
         case of both clause (ii) and clause (iii), any individual whose initial
         nomination for, or assumption of office as, a member of that board or
         equivalent governing body occurs as a result of an actual or threatened
         solicitation of proxies or consents for the election or removal of one
         or more directors by any person or group other than a solicitation for
         the election of one or more directors by or on behalf of the board of
         directors);

(c)      any Person or two or more Persons acting in concert shall have acquired
         by contract or otherwise, or shall have entered into a contract or
         arrangement that, upon consummation thereof, will result in its or
         their acquisition of the power to exercise, directly or indirectly, a
         controlling influence over the management or policies of the Borrower,
         or control over the Equity Interests of the Borrower entitled to vote
         for members of the board of directors or equivalent governing body of
         the Borrower on a fully-diluted basis (and taking into account all such
         Equity Interests that such Person or group has the right to acquire
         pursuant to any option right) representing 25% or more of the combined
         voting power of such Equity Interests; or

(d)      the Borrower shall cease to own and control, beneficially and of
         record, ninety percent (90%) of the issued and outstanding Equity
         Interests of ERT or eighty-five percent (85%) of the issued and
         outstanding Equity Interests of Canyon.

         "Closing Date" means the first date all the conditions precedent in
Section 4.01 are satisfied or waived in accordance with Section 10.01.

         "Code" means the Internal Revenue Code of 1986.


                                       5
<PAGE>

         "Collateral" means any collateral in which a Lien is granted by an
Person to the Administrative Agent to secure the Obligations pursuant to the
Collateral Documents.

         "Collateral Documents" means the Pledge Agreement and any document
related thereto.

         "Commitment" means, as to each Lender, its obligation to (a) make
Revolving Loans to the Borrower pursuant to Section 2.01, (b) purchase
participations in L/C Obligations, and (c) purchase participations in Swing Line
Loans, in an aggregate principal amount at any one time outstanding not to
exceed the amount set forth opposite such Lender's name on Schedule 2.01 or in
the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable, as such amount may be adjusted from time to time in
accordance with this Agreement.

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

         "Consolidated EBITDA" means, for any period, for the Borrower and its
Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income
for such period plus (a) the following to the extent deducted in calculating
such Consolidated Net Income: (i) Consolidated Interest Charges for such period,
(ii) the provision for Federal, state, local and foreign income taxes payable by
the Borrower and its Subsidiaries for such period, (iii) depreciation, depletion
and amortization expense and (iv) extraordinary or non-recurring non-cash losses
of the Borrower and its Subsidiaries reducing such Consolidated Net Income for
such period minus (b) the following to the extent included in calculating such
Consolidated Net Income, all extraordinary or non-recurring non-cash items
increasing Consolidated Net Income for such period.

         "Consolidated Funded Indebtedness" means, as of any date of
determination, for the Borrower and its Subsidiaries on a consolidated basis,
the sum of (a) the outstanding principal amount of all obligations, whether
current or long-term, for borrowed money (including Obligations hereunder) and
all obligations evidenced by bonds, debentures, notes, loan agreements or other
similar instruments, (b) all purchase money Indebtedness, (c) all direct
obligations arising under letters of credit (including standby and commercial),
bankers' acceptances, bank guaranties, surety bonds and similar instruments, (d)
all obligations in respect of the deferred purchase price of property or
services (other than trade accounts payable in the ordinary course of business),
(e) Attributable Indebtedness in respect of capital leases, (f) without
duplication, all Guarantees (but only to the extent required to be recorded as a
liability on the consolidated financial statements of the Borrower as required
by GAAP) with respect to outstanding Indebtedness of the types specified in
clauses (a) through (e) above of Persons other than the Borrower or any
Subsidiary, and (g) all Indebtedness of the types referred to in clauses (a)
through (f) above of any partnership or joint venture (other than a joint
venture that is itself a corporation or limited liability company) in which the
Borrower or a Subsidiary is a general partner or joint venturer, unless such
Indebtedness is expressly made non-recourse to the Borrower or such Subsidiary.

         "Consolidated Interest Charges" means, for any period, for the Borrower
and its Subsidiaries on a consolidated basis, the sum of (a) all interest,
premium payments, debt discount, fees, charges and related expenses of the
Borrower and its Subsidiaries in connection with borrowed money (including
capitalized interest) or in connection with the deferred purchase price of
assets, in each case to the extent treated as interest in accordance with GAAP,
and


                                       6
<PAGE>

(b) the portion of rent expense of the Borrower and its Subsidiaries with
respect to such period under capital leases that is treated as interest in
accordance with GAAP.

          "Consolidated Net Income" means, for any period, for the Borrower and
its Subsidiaries on a consolidated basis, the net income (or loss) of the
Borrower and its Subsidiaries for that period.

         "Consolidated Net Worth" means, as of any date of determination,
consolidated shareholders' equity of the Borrower and its Subsidiaries as of
that date determined in accordance with GAAP as applied in accordance with
Section 1.03.

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

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

         "Convertible Preferred Stock" means (i) the Series A-1 Cumulative
Convertible Preferred Stock of the Borrower and (ii) the Series A-2 Convertible
Preferred Stock of the Borrower.

         "Credit Extension" means each of the following: (a) a Borrowing and (b)
an L/C Credit Extension.

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

         "Decommissioning Liability" means the plug and abandonment liabilities
of a Person.

         "Default" means any event or condition that constitutes an Event of
Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.

         "Default Rate" means (a) when used with respect to Obligations other
than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus
(ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2%
per annum; provided, however, that with respect to a Eurodollar Rate Loan, the
Default Rate shall be an interest rate equal to the interest rate (including any
Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and (b)
when used with respect to Letter of Credit Fees, a rate equal to the Applicable
Rate plus 2% per annum.

         "Defaulting Lender" means any Lender that (a) has failed to fund any
portion of the Revolving Loans, participations in L/C Obligations or
participations in Swing Line Loans required to be funded by it hereunder within
one Business Day of the date required to be funded by it hereunder, (b) has
otherwise failed to pay over to the Administrative Agent or any other Lender any
other amount required to be paid by it hereunder within one Business Day of the
date


                                       7
<PAGE>

when due, unless the subject of a good faith dispute, or (c) has been deemed
insolvent or become the subject of a bankruptcy or insolvency proceeding.

         "Disposition" or "Dispose" means the sale, transfer, license, lease or
other disposition (including any sale and leaseback transaction) of any property
by any Person, including any sale, assignment, transfer or other disposal, with
or without recourse, of any notes or accounts receivable or any rights and
claims associated therewith.

         "Dividends" means any dividend or other distribution (whether in cash,
securities or other property) with respect to any capital stock or other Equity
Interest of the Borrower or any Subsidiary, or any payment (whether in cash,
securities or other property), including any sinking fund or similar deposit, on
account of the purchase, redemption, retirement, acquisition, cancellation or
termination of any such capital stock or other Equity Interest or on account of
any return of capital to the Borrower's stockholders, partners or members (or
the equivalent Person thereof).

         "Dollar" and "$" mean lawful money of the United States.

         "Domestic Subsidiary" means any Subsidiary that is organized under the
laws of any political subdivision of the United States.

         "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender;
(c) an Approved Fund; and (d) any other Person (other than a natural person)
approved by (i) the Administrative Agent, the L/C Issuer and the Swing Line
Lender, and (ii) unless an Event of Default has occurred and is continuing, the
Borrower (each such approval not to be unreasonably withheld or delayed);
provided that notwithstanding the foregoing, "Eligible Assignee" shall not
include the Borrower or any of the Borrower's Affiliates or Subsidiaries.

         "Environmental Laws" means any and all federal, state, local, and
foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or
governmental restrictions relating to pollution and the protection of the
environment or the release of any materials into the environment, including
those related to hazardous substances or wastes, air emissions and discharges to
waste or public systems.

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

         "Equity Interests" means, with respect to any Person, all of the shares
of capital stock of (or other ownership or profit interests, other than a net
profits based bonus program, in) such Person, all of the warrants, options or
other rights for the purchase or acquisition from such Person of shares of
capital stock of (or other ownership


                                       8
<PAGE>

or profit interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit
interests in) such Person or warrants, rights or options for the purchase or
acquisition from such Person of such shares (or such other interests), and all
of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting,
and whether or not such shares, warrants, options, rights or other interests are
outstanding on any date of determination.

         "ERISA" means the Employee Retirement Income Security Act of 1974.

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

         "ERISA Event" means (a) a Reportable Event with respect to a Pension
Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 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 constitutes 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 for PBGC
premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower
or any ERISA Affiliate.

         "ERT" means Energy Resource Technology, Inc., a Delaware corporation.

         "Eurodollar Rate" means, for any Interest Period with respect to a
Eurodollar Rate Loan, the rate per annum equal to the British Bankers
Association LIBOR Rate ("BBA LIBOR"), as published by Reuters (or other
commercially available source providing quotations of BBA LIBOR as designated by
the Administrative Agent from time to time) at approximately 11:00 a.m., London
time, two Business Days prior to the commencement of such Interest Period, for
Dollar deposits (for delivery on the first day of such Interest Period) with a
term equivalent to such Interest Period. If such rate is not available at such
time for any reason, then the "Eurodollar Rate" for such Interest Period shall
be the rate per annum determined by the Administrative Agent to be the rate at
which deposits in Dollars for delivery on the first day of such Interest Period
in same day funds in the approximate amount of Eurodollar Rate Loan being made,
continued or converted by Bank of America and with a term equivalent to such
Interest Period would be offered by Bank of America's London Branch to major
banks in the London interbank eurodollar market at their request at
approximately 11:00 a.m. (London time) two Business Days prior to the
commencement of such Interest Period.

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

         "Event of Default" has the meaning specified in Section 8.01.


                                       9
<PAGE>

         "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender, the L/C Issuer or any other recipient of any payment to be made by or on
account of any obligation of the Borrower hereunder, (a) taxes imposed on or
measured by its overall net income (however denominated), and franchise taxes
imposed on it (in lieu of net income taxes), by the jurisdiction (or any
political subdivision thereof) under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable Lending Office is located, (b) any branch
profits taxes imposed by the United States or any similar tax imposed by any
other jurisdiction in which the Borrower is located and (c) in the case of a
Foreign Lender (other than an assignee pursuant to a request by the Borrower
under Section 10.13), any withholding tax that is imposed on amounts payable to
such Foreign Lender at the time such Foreign Lender becomes a party hereto (or
designates a new Lending Office) or is attributable to such Foreign Lender's
failure or inability (other than as a result of a Change in Law) to comply with
Section 3.01(e), except to the extent that such Foreign Lender (or its assignor,
if any) was entitled, at the time of designation of a new Lending Office (or
assignment), to receive additional amounts from the Borrower with respect to
such withholding tax pursuant to Section 3.01(a).

         "Existing Credit Agreement" means that certain Second Amended and
Restated Loan and Security Agreement dated as of February 22, 2002 among the
Borrower, Energy Resource Technology, Inc., Aquatica, Inc., Canyon Offshore,
Inc., Fleet Capital Corporation, as agent, and a syndicate of lenders, as
amended, modified and supplemented.

         "Federal Funds Rate" means, for any day, the rate per annum equal to
the weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided that (a) if such day is not a Business Day,
the Federal Funds Rate for such day shall be such rate on such transactions on
the next preceding Business Day as so published on the next succeeding Business
Day, and (b) if no such rate is so published on such next succeeding Business
Day, the Federal Funds Rate for such day shall be the average rate (rounded
upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of
America on such day on such transactions as determined by the Administrative
Agent.

         "Fee Letter" means the letter agreement, dated June 23, 2004 among the
Borrower, the Administrative Agent and the Arranger.

         "Fixed Charge Coverage Ratio" means, as of any date of determination,
for the Borrower and its Subsidiaries, on a consolidated basis, the ratio of (a)
the sum of (i) Consolidated EBITDA, less (ii) Maintenance Capital Expenditures,
less (iii) cash taxes paid to (b) the sum of (i) Consolidated Interest Charges
plus (ii) Dividends plus (iii) scheduled and required principal payments in
respect of Long-Term Indebtedness, in each case for the items set forth in
clauses (a) and (b) above for the period of four consecutive fiscal quarters
ending on such date.

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

         "Foreign Subsidiary" means any Subsidiary that is not a Domestic
Subsidiary.


                                       10
<PAGE>

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

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

         "GAAP" as applied in accordance with Section 1.03 means generally
accepted accounting principles in the United States set forth in the opinions
and pronouncements of the Accounting Principles Board and the American Institute
of Certified Public Accountants and statements and pronouncements of the
Financial Accounting Standards Board or such other principles as may be approved
by a significant segment of the accounting profession in the United States, that
are applicable to the circumstances as of the date of determination,
consistently applied.

         "Governmental Authority" means the government of the United States or
any other nation, or of any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government (including any supra-national bodies such as the European Union or
the European Central Bank).

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

         "Guarantors" means, collectively, each Domestic Subsidiary other than
Cal Dive I-Title XI.

         "Guaranty" means the Guaranty made by the Guarantors in favor of the
Administrative Agent and the Lenders, substantially in the form of Exhibit C.


                                       11
<PAGE>

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

         "Highest Lawful Rate" means at the particular time in question the
maximum rate of interest which, under Applicable Law, any Lender is then
permitted to charge on the Obligations. If the maximum rate of interest which,
under Applicable Law, any Lender is permitted to charge on the Obligations shall
change after the date hereof, the Highest Lawful Rate shall be automatically
increased or decreased, as the case may be, from time to time as of the
effective time of each change in the Highest Lawful Rate without notice to the
Borrower. For purposes of determining the Highest Lawful Rate under Applicable
Law, the indicated rate ceiling shall be the lesser of (a)(i) the "weekly
ceiling", as that expression is defined in Section 303.003 of the Texas Finance
Code, as amended, or (ii) if available in accordance with the terms thereof and
at the Administrative Agent's option after notice to the Borrower and otherwise
in accordance with the terms of Section 303.103 of the Texas Finance Code, as
amended, the "annualized ceiling" and (b)(i) if the amount outstanding under
this Agreement is less than $250,000, twenty-four percent (24%), or (ii) if the
amount under this Agreement is equal to or greater than $250,000, twenty-eight
percent (28%) per annum.

         "Hydrocarbons" means all oil, gas, hydrocarbons (including, distillate,
condensate, residue gas and liquified petroleum gas) and all other substances
that may be found in, associated with, or produced from a well, together with
all components thereof, and substances that may be executed therefrom.

         "Increase Effective Date" has the meaning specified in Section 2.14(d).

         "Incremental Term Loan" has the meaning specified in Section 2.14(a).

         "Incremental Loan Amendment" has the meaning specified in Section
2.14(e).

         "Indebtedness" means, as to any Person at a particular time, without
duplication, all of the following, whether or not included as indebtedness or
liabilities in accordance with GAAP:

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

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

                  (c) net obligations of such Person under any Swap
         Contract;

                  (d) all obligations of such Person to pay the deferred
         purchase price of property or services (other than trade accounts
         payable in the ordinary course of business and, in each case, not past
         due for more than 60 days after the date on which such trade account
         payable was created);


                                       12
<PAGE>

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

                  (f) capital leases;

                  (g) all obligations of such Person to purchase, redeem,
         retire, defease or otherwise make any payment in respect of any Equity
         Interest in such Person or any other Person, valued, in the case of a
         redeemable preferred interest, at the greater of its voluntary or
         involuntary liquidation preference plus accrued and unpaid dividends;

                  (h) Decommissioning Liabilities; and

                  (i) all Guarantees of such Person in respect of any of
         the foregoing.

         For all purposes hereof, the Indebtedness of any Person shall include
the Indebtedness of any partnership or joint venture (other than a joint venture
that is itself a corporation or limited liability company) in which such Person
is a general partner or a joint venturer, unless such Indebtedness is expressly
made non-recourse to such Person. The amount of any net obligation under any
Swap Contract on any date shall be deemed to be the Swap Termination Value
thereof as of such date. The amount of any capital lease or Synthetic Lease
Obligation as of any date shall be deemed to be the amount of Attributable
Indebtedness in respect thereof as of such date.

         "Indemnified Taxes" means Taxes other than Excluded Taxes.

         "Indemnitees" has the meaning specified in Section 10.04(b).

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

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

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

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


                                       13
<PAGE>

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

         "Inventory" means inventory (as defined in the UCC), and (whether or
not included in such definition), Goods that (a) are leased by a Person as
lessor, (b) are held by a Person for sale or lease to be furnished under a
contract of service, (c) are furnished by a Person under a contract of service
or (d) consist of raw materials, work in process, or materials used or consumed
in a business, including packaging materials, scrap material, manufacturing
supplies and spare parts, and such Goods that have been returned to or
repossessed by or on behalf of such Person.

         "Investment" means, as to any Person, any direct or indirect
acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of capital stock or other securities of another Person, (b)
a loan, advance or capital contribution to, Guarantee or assumption of debt of,
or purchase or other acquisition of any other debt or equity participation or
interest in, another Person, including any partnership or joint venture interest
in such other Person and any arrangement pursuant to which the investor
Guarantees Indebtedness of such other Person, or (c) the purchase or other
acquisition (in one transaction or a series of transactions) of assets of
another Person that constitute a business unit.

         "IP Rights" has the meaning specified in Section 5.17.

         "IRS" means the United States Internal Revenue Service.

         "ISP" means, with respect to any Letter of Credit, the "International
Standby Practices 1998" published by the Institute of International Banking Law
& Practice (or such later version thereof as may be in effect at the time of
issuance).

         "Issuer Documents" means with respect to any Letter of Credit, the
Letter Credit Application, and any other document, agreement and instrument
entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor
of the L/C Issuer and relating to any such Letter of Credit.

         "Laws" means, collectively, all international, foreign, Federal, state
and local statutes, treaties, rules, guidelines, regulations, ordinances, codes
and administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law.

         "L/C Advance" means, with respect to each Lender, such Lender's funding
of its participation in any L/C Borrowing in accordance with its Applicable
Percentage.

         "L/C Borrowing" means an extension of credit resulting from a drawing
under any Letter of Credit which has not been reimbursed on the date when made
or refinanced as a Revolving Borrowing.

         "L/C Credit Extension" means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the increase of the
amount thereof.


                                       14
<PAGE>

         "L/C Issuer" means Bank of America in its capacity as issuer of Letters
of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

         "L/C Obligations" means, as at any date of determination, the aggregate
amount available to be drawn under all outstanding Letters of Credit plus the
aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For
purposes of computing the amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance
with Section 1.06. For all purposes of this Agreement, if on any date of
determination a Letter of Credit has expired by its terms but any amount may
still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP,
such Letter of Credit shall be deemed to be "outstanding" in the amount so
remaining available to be drawn.

         "Lender" has the meaning specified in the introductory paragraph hereto
and, as the context requires, includes the Swing Line Lender.

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

         "Letter of Credit" means any letter of credit issued hereunder. A
Letter of Credit may be a commercial letter of credit or a standby letter of
credit.

         "Letter of Credit Application" means an application and agreement for
the issuance or amendment of a Letter of Credit in the form from time to time in
use by the L/C Issuer.

         "Letter of Credit Expiration Date" means the day that is seven days
prior to the Maturity Date then in effect (or, if such day is not a Business
Day, the next preceding Business Day).

         "Letter of Credit Fee" has the meaning specified in Section 2.03(i).

         "Letter of Credit Sublimit" means an amount equal to $30,000,000. The
Letter of Credit Sublimit is part of, and not in addition to, the Aggregate
Commitments.

         "Leverage Ratio" means, as of any date of determination, the ratio of
(a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA
for the period of the four fiscal quarters most recently ended. For purposes of
calculating the Leverage Ratio as of any date, Consolidated EBITDA shall be
calculated on a pro forma basis (as certified by the Borrower to the
Administrative Agent and as approved by the Administrative Agent) assuming that
all Acquisitions made, and all Dispositions completed, during the four
consecutive fiscal quarters then most recently ended have been made on the first
day of such period (but without any adjustment for projected cost savings or
other synergies.)

         "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement in the nature of
a security interest of any kind or nature whatsoever (including any conditional
sale or other title retention agreement, any easement, right of way or other
encumbrance on title to real property, and any financing lease having
substantially the same economic effect as any of the foregoing).


                                       15
<PAGE>

         "Loan" means an extension of credit by a Lender to the Borrower under
Article II in form of a Revolving Loan or a Swing Line Loan.

         "Loan Documents" means this Agreement, each Note, each Issuer Document,
the Fee Letter, the Pledge Agreement and the Guaranty.

         "Loan Parties" means, collectively, the Borrower and each Guarantor.

         "Long-Term Indebtedness" means that certain Indebtedness which is
classified as "long-term" in accordance with GAAP.

         "Maintenance Capital Expenditures" means expenditures made and
liabilities incurred for the maintenance (including, without limitation, dry
docking and machinery overhauls), but not Acquisition, of any property owned or
leased by the Borrower or its Subsidiaries, together with the related equipment
and including Offshore Platforms.

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

         "Maturity Date" means (a) August 16, 2008 or (b) such earlier date as
(i) the Obligations become due and payable pursuant to this Agreement (whether
by acceleration, prepayment in full, scheduled reduction or otherwise) or (ii)
there shall exist an Event of Default under Section 8.01(f) of this Agreement.

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

         "Multiemployer Plan" means any employee benefit plan of the type
described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA
Affiliate makes or is obligated to make contributions, or during the preceding
five plan years, has made or been obligated to make contributions.

         "Notes" means the Revolving Loan Notes and the Swing Line Note.

         "Obligations" means all advances to, and debts, liabilities,
obligations, covenants and duties of, any Loan Party arising under any Loan
Document or otherwise with respect to any Loan or Letter of Credit, whether
direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and
including interest and fees that accrue after the commencement by or against any
Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief
Laws naming such Person as the debtor in such proceeding, regardless of whether
such interest and fees are allowed claims in such proceeding.

         "Offshore Platforms" means any structure located offshore, together
with all equipment, facilities or structures affixed thereto utilized in
connection with, or related to, drilling or work


                                       16
<PAGE>

with respect to wells, or the production, processing, treating, gathering,
storing, measuring or transportation of Hydrocarbons.

         "Organization Documents" means, (a) with respect to any corporation,
the certificate or articles of incorporation and the bylaws (or equivalent or
comparable constitutive documents with respect to any non-U.S. jurisdiction);
(b) with respect to any limited liability company, the certificate or articles
of formation or organization and operating agreement; and (c) with respect to
any partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.

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

         "Outstanding Amount" means (i) with respect to Revolving Loans and
Swing Line Loans on any date, the aggregate outstanding principal amount thereof
after giving effect to any borrowings and prepayments or repayments of Revolving
Loans and Swing Line Loans, as the case may be, occurring on such date; and (ii)
with respect to any L/C Obligations on any date, the amount of such L/C
Obligations on such date after giving effect to any L/C Credit Extension
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 by the
Borrower of Unreimbursed Amounts.

         "Participant" has the meaning specified in Section 10.06(d).

         "PBGC" means the Pension Benefit Guaranty Corporation.

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

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

         "Plan" means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by the Borrower or, with respect to any such
plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA
Affiliate.

         "Pledge Agreement" means any Pledge Agreement executed by one or more
of the Loan Parties, substantially in the form of Exhibit D.


                                       17
<PAGE>

         "Pledged Foreign Entities" shall mean (i) Wells Ops (U.K.) Limited,
(ii) Energy Resource Technology (U.K.) Limited and (iii) any other Foreign
Subsidiary of which 66% of the Equity Interests thereof are pledged to secure
the Obligations pursuant to documentation in form and substance satisfactory to
Administrative Agent, including board resolutions, officer's certificates,
corporate and other documents and opinions of foreign counsel as the
Administrative Agent shall reasonably request in connection with the pledge of
such Equity Interests.

         "Property" means any interest of the Borrower or its Subsidiaries in
any kind or property or asset, whether real, personal or mixed, or tangible or
intangible.

         "Register" has the meaning specified in Section 10.06(c).

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

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

         "Request for Credit Extension" means (a) with respect to a Borrowing,
conversion or continuation of Revolving Loans, a Revolving Loan Notice, (b) with
respect to an L/C Credit Extension, a Letter of Credit Application and (c) with
respect to a Swing Line Loan, a Swing Line Loan Notice.

         "Required Lenders" means, as of any date of determination, Lenders
having more than 50% of the Aggregate Commitments or, if the commitment of each
Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit
Extensions have been terminated pursuant to Section 8.02, Lenders holding in the
aggregate more than 50% of the Total Outstandings (with the aggregate amount of
each Lender's risk participation and funded participation in L/C Obligations and
Swing Line Loans being deemed "held" by such Lender for purposes of this
definition); provided that the Commitment of, and the portion of the Total
Outstandings held or deemed held by, any Defaulting Lender shall be excluded for
purposes of making a determination of Required Lenders.

         "Responsible Officer" means the chief executive officer, president,
chief financial officer, Vice President - Finance or Vice President - Corporate
Controller of a Loan Party. Any document delivered hereunder that is signed by a
Responsible Officer of a Loan Party shall be conclusively presumed to have been
authorized by all necessary corporate, partnership and/or other action on the
part of such Loan Party and such Responsible Officer shall be conclusively
presumed to have acted on behalf of such Loan Party.

         "Restricted Payment" means (a) any Dividend and (b) any payment or
prepayment of principal, interest, premium or penalty in respect of any
Indebtedness or any defeasance, redemption, purchase, repurchase or other
acquisition or retirement for value, in whole or in part, of any Indebtedness.

         "Revolving Borrowing" means a borrowing consisting of simultaneous
Revolving Loans of the same Type and, in the case of Eurodollar Rate Loans,
having the same Interest Period made by each of the Lenders pursuant to Section
2.01.


                                       18
<PAGE>

         "Revolving Loan" has the meaning specified in Section 2.01.

         "Revolving Note" means a promissory note made by the Borrower in favor
of a Lender evidencing Revolving Loans made by such Lender, substantially in the
form of Exhibit E.

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

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

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

         "Solvent" means, with respect to any Person, as of any date of
determination, that the fair value of the assets of such Person (at fair
valuation) is, on the date of determination, greater than the total amount of
liabilities (including contingent and unliquidated liabilities) of such Person
as of such date, that the present fair saleable value of the assets of such
Person will, as of such date, be greater than the amount that will be required
to pay the probable liability of such Person on its debts as such debts become
absolute and matured, and that, as of such date, such Person will be able to pay
all liabilities of such Person as such liabilities mature and such Person does
not have unreasonably small capital with which to carry on its business. In
computing the amount of contingent or unliquidated liabilities at any time, such
liabilities will be computed at the amount which, in light of all the facts and
circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability discounted to present value
at rates believed to be reasonable by such Person acting in good faith.

         "Subsidiary" of a Person means a corporation, partnership, joint
venture, limited liability company or other business entity of which more than
50% of the shares of securities or other interests having ordinary voting power
for the election of directors or other governing body (other than securities or
interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise specified, all references herein to a
"Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of
the Borrower.

         "Swap Contract" means (a) any and all rate swap transactions, basis
swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index
swaps or options, bond or bond price or bond index swaps or options or forward
bond or forward bond price or forward bond index transactions, interest rate
options, forward foreign exchange transactions, cap transactions, floor
transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions
of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign
Exchange


                                       19
<PAGE>

Master Agreement, or any other master agreement (any such master agreement,
together with any related schedules, a "Master Agreement"), including any such
obligations or liabilities under any Master Agreement.

         "Swap Obligations" means any and all obligations owed by any Loan Party
to any Lender or any Affiliate in respect of a Swap Contract.

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

         "Swing Line" means the revolving credit facility made available by the
Swing Line Lender pursuant to Section 2.04.

         "Swing Line Borrowing" means a borrowing of a Swing Line Loan pursuant
to Section 2.04.

         "Swing Line Lender" means Bank of America in its capacity as provider
of Swing Line Loans, or any successor swing line lender hereunder.

         "Swing Line Loan" has the meaning specified in Section 2.04(a).

         "Swing Line Note" means a promissory note made by the Borrower in favor
of the Swing Line Lender evidencing Swing Line Loans made by such Lender,
substantially in the form of Exhibit G.

         "Swing Line Loan Notice" means a notice of a Swing Line Borrowing
pursuant to Section 2.04(b), which, if in writing, shall be substantially in the
form of Exhibit H.

         "Swing Line Sublimit" means an amount equal to the lesser of (a)
$10,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part
of, and not in addition to, the Aggregate Commitments.

         "Synthetic Lease Obligation" means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating obligations that
do not appear on the balance sheet of such Person but which, upon the insolvency
or bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).

         "Taxes" means all present or future taxes, levies, imposts, duties,
deductions, withholdings, assessments, fees or other charges imposed by any
Governmental Authority, including any interest, additions to tax or penalties
applicable thereto.


                                       20
<PAGE>

         "Title XI Debt" means the short and long term debt guaranteed by the
U.S. Government under Title XI of the Merchant Marine Act, 1936 used to finance
the Borrower's construction and acquisition of the vessel now known as the Q
4000.

         "Total Outstandings" means the aggregate Outstanding Amount of all
Loans and all L/C Obligations.

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

         "UCC" means the Uniform Commercial Code of Texas or, where applicable
to specific Collateral, any other relevant state.

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

         "Unreimbursed Amount" has the meaning specified in Section 2.03(c)(i).

         1.02     OTHER INTERPRETIVE PROVISIONS. With reference to this
Agreement and each other Loan Document, unless otherwise specified herein or in
such other Loan Document:

                  (a)      The definitions of terms herein shall apply equally

         to the singular and plural forms of the terms defined. Whenever the
         context may require, any pronoun shall include the corresponding
         masculine, feminine and neuter forms. The words "include," "includes"
         and "including" shall be deemed to be followed by the phrase "without
         limitation." The word "will" shall be construed to have the same
         meaning and effect as the word "shall." Unless the context requires
         otherwise, (i) any definition of or reference to any agreement,
         instrument or other document (including any Organization Document)
         shall be construed as referring to such agreement, instrument or other
         document as from time to time amended, supplemented or otherwise
         modified (subject to any restrictions on such amendments, supplements
         or modifications set forth herein or in any other Loan Document), (ii)
         any reference herein to any Person shall be construed to include such
         Person's successors and assigns, (iii) the words "herein," "hereof" and
         "hereunder" and words of similar import when used in any Loan Document,
         shall be construed to refer to such Loan Document in its entirety and
         not to any particular provision thereof, (iv) all references in a Loan
         Document to Articles, Sections, Exhibits and Schedules shall be
         construed to refer to Articles and Sections of, and Exhibits and
         Schedules to, the Loan Document in which such references appear, (v)
         any reference to any law shall include all statutory and regulatory
         provisions consolidating, amending replacing or interpreting such law
         and any reference to any law or regulation shall, unless otherwise
         specified, refer to such law or regulation as amended, modified or
         supplemented from time to time, and (vi) the words "asset" and
         "property" shall be construed to have the same meaning and effect and
         to refer to any and all tangible and intangible assets and properties,
         including cash, securities, accounts and contract rights.


                                       21
<PAGE>

                  (b)      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."

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

         1.03     ACCOUNTING TERMS.

                  (a)      Generally. All accounting terms not specifically or
         completely defined herein shall be construed in conformity with, and
         all financial data (including financial ratios and other financial
         calculations) required to be submitted pursuant to this Agreement shall
         be prepared in conformity with, GAAP applied on a consistent basis, as
         in effect from time to time, applied in a manner consistent with that
         used in preparing the Audited Financial Statements, except as otherwise
         specifically prescribed herein.

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

         1.04     ROUNDING. Any financial ratios required to be maintained by
the Borrower pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place
more than the number of places by which such ratio is expressed herein and
rounding the result up or down to the nearest number (with a rounding-up if
there is no nearest number).

         1.05     TIMES OF DAY.  Unless otherwise specified, all references
herein to times of day shall be references to Central time (daylight or
standard, as applicable).

         1.06     LETTER OF CREDIT AMOUNTS. Unless otherwise specified herein,
the amount of a Letter of Credit at any time shall be deemed to be the stated
amount of such Letter of Credit in effect at such time; provided, however, that
with respect to any Letter of Credit that, by its terms or the terms of any
Issuer Document related thereto, provides for one or more automatic increases in
the stated amount thereof, the amount of such Letter of Credit shall be deemed
to be the maximum stated amount of such Letter of Credit after giving effect to
all such increases, whether or not such maximum stated amount is in effect at
such time.


                                       22
<PAGE>


                                  ARTICLE II.
                      THE COMMITMENTS AND CREDIT EXTENSIONS

         2.01     REVOLVING LOANS. Subject to the terms and conditions set forth
herein, each Lender severally agrees to make loans (each such loan, a "Revolving
Loan") to the Borrower from time to time, on any Business Day during the
Availability Period, in an aggregate amount not to exceed at any time
outstanding the amount of such Lender's Commitment; provided, however, that
after giving effect to any Revolving Borrowing, (i) the Total Outstandings shall
not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount
of the Revolving Loans of any Lender, plus such Lender's Applicable Percentage
of the Outstanding Amount of all L/C Obligations, plus such Lender's Applicable
Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed
such Lender's Commitment. Within the limits of each Lender's Commitment, and
subject to the other terms and conditions hereof, the Borrower may borrow under
this Section 2.01, prepay under Section 2.05, and reborrow under this Section
2.01. Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, as
further provided herein.

         2.02     BORROWINGS, CONVERSIONS AND CONTINUATIONS OF REVOLVING LOANS.

                  (a)      Each Revolving Borrowing, each conversion of
         Revolving Loans from one Type to the other, and each continuation of
         Eurodollar Rate Loans shall be made upon the Borrower's irrevocable
         notice to the Administrative Agent, which may be given by telephone.
         Each such notice must be received by the Administrative Agent not later
         than 11:00 a.m. (i) three Business Days prior to the requested date of
         any Borrowing of, conversion to or continuation of Eurodollar Rate
         Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans,
         and (ii) on the requested date of any Borrowing of Base Rate Loans.
         Each telephonic notice by the Borrower pursuant to this Section 2.02(a)
         must be confirmed promptly by delivery to the Administrative Agent of a
         written Revolving Loan Notice, appropriately completed and signed by a
         Responsible Officer of the Borrower. Each Borrowing of, conversion to
         or continuation of Eurodollar Rate Loans shall be in a principal amount
         of $5,000,000 or a whole multiple of $1,000,000 in excess thereof.
         Except as provided in Sections 2.03(c) and 2.05(c), each Borrowing of
         or conversion to Base Rate Loans shall be in a principal amount of
         $500,000 or a whole multiple of $100,000 in excess thereof. Each
         Revolving Loan Notice (whether telephonic or written) shall specify (i)
         whether the Borrower is requesting a Revolving Borrowing, a conversion
         of Revolving Loans from one Type to the other, or a continuation of
         Eurodollar Rate Loans, (ii) the requested date of the Borrowing,
         conversion or continuation, as the case may be (which shall be a
         Business Day), (iii) the principal amount of Revolving Loans to be
         borrowed, converted or continued, (iv) the Type of Revolving Loans to
         be borrowed or to which existing Revolving Loans are to be converted,
         and (v) if applicable, the duration of the Interest Period with respect
         thereto. If the Borrower fails to specify a Type of Revolving Loan in a
         Revolving Loan Notice or if the Borrower fails to give a timely notice
         requesting a conversion or continuation, then the applicable Revolving
         Loans shall be made as, or converted to, Base Rate Loans. Any such
         automatic conversion to Base Rate Loans shall be effective as of the
         last day of the Interest Period then in effect with respect to the
         applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing
         of, conversion to, or continuation of Eurodollar Rate Loans in any such
         Revolving Loan Notice, but fails


                                       23
<PAGE>

         to specify an Interest Period, it will be deemed to have specified an
         Interest Period of one month.

                  (b)      Following receipt of a Revolving Loan Notice, the
         Administrative Agent shall promptly notify each Lender of the amount of
         its Applicable Percentage of the applicable Revolving Loans, and if no
         timely notice of a conversion or continuation is provided by the
         Borrower, the Administrative Agent shall notify each Lender of the
         details of any automatic conversion to Base Rate Loans described in the
         preceding subsection. In the case of a Revolving Borrowing, each Lender
         shall make the amount of its Revolving Loan available to the
         Administrative Agent in immediately available funds at the
         Administrative Agent's Office not later than 1:00 p.m. on the Business
         Day specified in the applicable Revolving Loan Notice. Upon
         satisfaction of the applicable conditions set forth in Section 4.02
         (and, if such Borrowing is the initial Credit Extension, Section 4.01),
         the Administrative Agent shall make all funds so received available to
         the Borrower in like funds as received by the Administrative Agent
         either by (i) crediting the account of the Borrower on the books of
         Bank of America with the amount of such funds or (ii) wire transfer of
         such funds, in each case in accordance with instructions provided to
         (and reasonably acceptable to) the Administrative Agent by the
         Borrower; provided, however, that if, on the date the Revolving Loan
         Notice with respect to such Borrowing is given by the Borrower, there
         are L/C Borrowings outstanding, then the proceeds of such Borrowing,
         first, shall be applied to the payment in full of any such L/C
         Borrowings, and second, shall be made available to the Borrower as
         provided above.

                  (c)      Except as otherwise provided herein, a Eurodollar
         Rate Loan may be continued or converted only on the last day of an
         Interest Period for such Eurodollar Rate Loan. During the existence of
         a Default, no Loans may be requested as, converted to or continued as
         Eurodollar Rate Loans without the consent of the Required Lenders.

                  (d)      The Administrative Agent shall promptly notify the
         Borrower and the Lenders of the interest rate applicable to any
         Interest Period for Eurodollar Rate Loans upon determination of such
         interest rate. At any time that Base Rate Loans are outstanding, the
         Administrative Agent shall notify the Borrower and the Lenders of any
         change in Bank of America's prime rate used in determining the Base
         Rate promptly following the public announcement of such change.

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

         2.03     LETTERS OF CREDIT.


                  (a)      The Letter of Credit Commitment.

                           (i)      Subject to the terms and conditions set
                  forth herein, (A) the L/C Issuer agrees, in reliance upon the
                  agreements of the Lenders set forth in this Section 2.03, (1)
                  from time to time on any Business Day during the period from
                  the Closing Date until the Letter of Credit Expiration Date,
                  to issue Letters of Credit for the account of the Borrower or
                  any Guarantor, and to amend Letters of


                                       24
<PAGE>

                  Credit previously issued by it, in accordance with subsection
                  (b) below, and (2) to honor drawings under the Letters of
                  Credit; and (B) the Lenders severally agree to participate in
                  Letters of Credit issued for the account of the Borrower or
                  any Guarantor and any drawings thereunder; provided that after
                  giving effect to any L/C Credit Extension with respect to any
                  Letter of Credit, (x) the Total Outstandings shall not exceed
                  the Aggregate Commitments, (y) the aggregate Outstanding
                  Amount of the Revolving Loans of any Lender, plus such
                  Lender's Applicable Percentage of the Outstanding Amount of
                  all L/C Obligations, plus such Lender's Applicable Percentage
                  of the Outstanding Amount of all Swing Line Loans, shall not
                  exceed such Lender's Commitment, and (z) the Outstanding
                  Amount of the L/C Obligations shall not exceed the Letter of
                  Credit Sublimit. Each request by the Borrower for the issuance
                  or amendment of a Letter of Credit shall be deemed to be a
                  representation by the Borrower that the L/C Credit Extension
                  so requested complies with the conditions set forth in the
                  proviso to the preceding sentence. Within the foregoing
                  limits, and subject to the terms and conditions hereof, the
                  Borrower's ability to obtain Letters of Credit shall be fully
                  revolving, and accordingly the Borrower may, during the
                  foregoing period, obtain Letters of Credit to replace Letters
                  of Credit that have expired or that have been drawn upon and
                  reimbursed.

                           (ii)     The L/C Issuer shall not issue any Letter of
                  Credit, if:

                                    (A)      subject to Section 2.03(b)(iii),
                           the expiry date of such of such requested Letter of
                           Credit would occur more than twelve months after the
                           date of issuance, unless the Required Lenders have
                           approved such expiry date; or

                                    (B)      the expiry date of such requested
                           Letter of Credit would occur after the Letter of
                           Credit Expiration Date, unless all the Lenders have
                           approved such expiry date.

                           (iii)    The L/C Issuer shall not be under any
                  obligation to issue any Letter of Credit if:

                                    (A)      any order, judgment or decree of
                           any Governmental Authority or arbitrator shall by its
                           terms purport to enjoin or restrain the L/C Issuer
                           from issuing such Letter of Credit, or any Law
                           applicable to the L/C Issuer or any request or
                           directive (whether or not having the force of law)
                           from any Governmental Authority with jurisdiction
                           over the L/C Issuer shall prohibit, or request that
                           the L/C Issuer refrain from, the issuance of letters
                           of credit generally or such Letter of Credit in
                           particular or shall impose upon the L/C Issuer with
                           respect to such Letter of Credit any restriction,
                           reserve or capital requirement (for which the L/C
                           Issuer is not otherwise compensated hereunder) not in
                           effect on the Closing Date, or shall impose upon the
                           L/C Issuer any unreimbursed loss, cost or expense
                           which was not applicable on the Closing Date and
                           which the L/C Issuer in good faith deems material to
                           it;


                                       25
<PAGE>

                                    (B)      the issuance of such Letter of
                           Credit would violate one or more policies of the L/C
                           Issuer;

                                    (C)      except as otherwise agreed by the
                           Administrative Agent and the L/C Issuer, such Letter
                           of Credit is in an initial stated amount less than
                           $100,000;

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

                                    (E)      such Letter of Credit contains any
                           provisions for automatic reinstatement of the stated
                           amount after any drawing thereunder; or

                                    (F)      a default of any Lender's
                           obligations to fund under Section 2.03(c) exists or
                           any Lender is at such time a Defaulting Lender
                           hereunder, unless the L/C Issuer has entered into
                           satisfactory arrangements with the Borrower or such
                           Lender to eliminate the L/C Issuer's risk with
                           respect to such Lender.

                           (iv)     The L/C Issuer shall not amend any Letter of
                  Credit if the L/C Issuer would not be permitted at such time
                  to issue such Letter of Credit in its amended form under the
                  terms hereof.

                           (v)      The L/C Issuer shall be under no obligation
                  to amend any Letter of Credit if (A) the L/C Issuer would have
                  no obligation at such time to issue such Letter of Credit in
                  its amended form under the terms hereof, or (B) the
                  beneficiary of such Letter of Credit does not accept the
                  proposed amendment to such Letter of Credit.

                           (vi)     The L/C Issuer shall act on behalf of the
                  Lenders with respect to any Letters of Credit issued by it and
                  the documents associated therewith, and the L/C Issuer shall
                  have all of the benefits and immunities (A) provided to the
                  Administrative Agent in Article IX with respect to any acts
                  taken or omissions suffered by the L/C Issuer in connection
                  with Letters of Credit issued by it or proposed to be issued
                  by it and Issuer Documents pertaining to such Letters of
                  Credit as fully as if the term "Administrative Agent" as used
                  in Article IX included the L/C Issuer with respect to such
                  acts or omissions, and (B) as additionally provided herein
                  with respect to the L/C Issuer.

                  (b)      Procedures for Issuance and Amendment of Letters of
         Credit.

                           (i)      Each Letter of Credit shall be issued or
                  amended, as the case may be, upon the request of the Borrower
                  delivered to the L/C Issuer (with a copy to the Administrative
                  Agent) in the form of a Letter of Credit Application,
                  appropriately completed and signed by a Responsible Officer of
                  the Borrower. Such Letter of Credit Application must be
                  received by the L/C Issuer and the Administrative Agent not
                  later than 11:00 a.m. at least two Business Days (or such
                  later date and time as the Administrative Agent and the L/C
                  Issuer may agree in a particular instance in their sole
                  discretion) prior to the proposed issuance date


                                       26
<PAGE>

                  or date of amendment, as the case may be. In the case of a
                  request for an initial issuance of a Letter of Credit, such
                  Letter of Credit Application shall specify in form and detail
                  satisfactory to the L/C Issuer: (A) the proposed issuance date
                  of the requested Letter of Credit (which shall be a Business
                  Day); (B) the amount thereof; (C) the expiry date thereof; (D)
                  the name and address of the beneficiary thereof; (E) the
                  documents to be presented by such beneficiary in case of any
                  drawing thereunder; (F) the full text of any certificate to be
                  presented by such beneficiary in case of any drawing
                  thereunder; and (G) such other matters as the L/C Issuer may
                  require. In the case of a request for an amendment of any
                  outstanding Letter of Credit, such Letter of Credit
                  Application shall specify in form and detail satisfactory to
                  the L/C Issuer (A) the Letter of Credit to be amended; (B) the
                  proposed date of amendment thereof (which shall be a Business
                  Day); (C) the nature of the proposed amendment; and (D) such
                  other matters as the L/C Issuer may require. Additionally, the
                  Borrower shall furnish to the L/C Issuer and the
                  Administrative Agent such other documents and information
                  pertaining to such requested Letter of Credit issuance or
                  amendment, including any Issuer Documents, as the L/C Issuer
                  or the Administrative Agent may require.

                           (ii)     Promptly after receipt of any Letter of
                  Credit Application, the L/C Issuer will confirm with the
                  Administrative Agent (by telephone or in writing) that the
                  Administrative Agent has received a copy of such Letter of
                  Credit Application from the Borrower and, if not, the L/C
                  Issuer will provide the Administrative Agent with a copy
                  thereof. Unless the L/C Issuer has received written notice
                  from any Lender, the Administrative Agent or any Loan Party,
                  at least one Business Day prior to the requested date of
                  issuance or amendment of the applicable Letter of Credit, that
                  one or more applicable conditions contained in Article IV
                  shall not then be satisfied, then, subject to the terms and
                  conditions hereof, the L/C Issuer shall, on the requested
                  date, issue a Letter of Credit for the account of the Borrower
                  (or the applicable Guarantor) or enter into the applicable
                  amendment, as the case may be, in each case in accordance with
                  the L/C Issuer's usual and customary business practices.
                  Immediately upon the issuance of each Letter of Credit, each
                  Lender shall be deemed to, and hereby irrevocably and
                  unconditionally agrees to, purchase from the L/C Issuer a risk
                  participation in such Letter of Credit in an amount equal to
                  the product of such Lender's Applicable Percentage times the
                  amount of such Letter of Credit.

                           (iii)    Promptly after its delivery of any Letter of
                  Credit or any amendment to a Letter of Credit to an advising
                  bank with respect thereto or to the beneficiary thereof, the
                  L/C Issuer will also deliver to the Borrower and the
                  Administrative Agent a true and complete copy of such Letter
                  of Credit or amendment.

                  (c)      Drawings and Reimbursements; Funding of
         Participations.

                           (i)      Upon receipt from the beneficiary of any
                  Letter of Credit of any notice of a drawing under such Letter
                  of Credit, the L/C Issuer shall notify the Borrower and the
                  Administrative Agent thereof. Not later than 11:00 a.m. on the
                  date of any payment by the L/C Issuer under a Letter of Credit
                  (each such date, an "Honor Date"), the Borrower shall
                  reimburse the L/C Issuer through the


                                       27
<PAGE>

                  Administrative Agent in an amount equal to the amount of such
                  drawing. If the Borrower fails to so reimburse the L/C Issuer
                  by such time, the Administrative Agent shall promptly notify
                  each Lender of the Honor Date, the amount of the unreimbursed
                  drawing (the "Unreimbursed Amount"), and the amount of such
                  Lender's Applicable Percentage thereof. In such event, the
                  Borrower shall be deemed to have requested a Revolving
                  Borrowing of Base Rate Loans to be disbursed on the Honor Date
                  in an amount equal to the Unreimbursed Amount, without regard
                  to the minimum and multiples specified in Section 2.02 for the
                  principal amount of Base Rate Loans, but subject to the amount
                  of the unutilized portion of the Aggregate Commitments and the
                  conditions set forth in Section 4.02 (other than the delivery
                  of a Revolving Loan Notice). Any notice given by the L/C
                  Issuer or the Administrative Agent pursuant to this Section
                  2.03(c)(i) may be given by telephone if immediately confirmed
                  in writing; provided that the lack of such an immediate
                  confirmation shall not affect the conclusiveness or binding
                  effect of such notice.

                           (ii)     Each Lender shall upon any notice pursuant
                  to Section 2.03(c)(i) make funds available to the
                  Administrative Agent for the account of the L/C Issuer at the
                  Administrative Agent's Office in an amount equal to its
                  Applicable Percentage of the Unreimbursed Amount not later
                  than 1:00 p.m. on the Business Day specified in such notice by
                  the Administrative Agent, whereupon, subject to the provisions
                  of Section 2.03(c)(iii), each Lender that so makes funds
                  available shall be deemed to have made a Base Rate Loan to the
                  Borrower in such amount. The Administrative Agent shall remit
                  the funds so received to the L/C Issuer.

                           (iii)    With respect to any Unreimbursed Amount that
                  is not fully refinanced by a Revolving Borrowing of Base Rate
                  Loans because the conditions set forth in Section 4.02 cannot
                  be satisfied or for any other reason, the Borrower shall be
                  deemed to have incurred from the L/C Issuer an L/C Borrowing
                  in the amount of the Unreimbursed Amount that is not so
                  refinanced, which L/C Borrowing shall be due and payable on
                  demand (together with interest) and shall bear interest at the
                  Default Rate. In such event, each Lender's payment to the
                  Administrative Agent for the account of the L/C Issuer
                  pursuant to Section 2.03(c)(ii) shall be deemed payment in
                  respect of its participation in such L/C Borrowing and shall
                  constitute an L/C Advance from such Lender in satisfaction of
                  its participation obligation under this Section 2.03.

                           (iv)     Until each Lender funds its Revolving Loan
                  or L/C Advance pursuant to this Section 2.03(c) to reimburse
                  the L/C Issuer for any amount drawn under any Letter of
                  Credit, interest in respect of such Lender's Applicable
                  Percentage of such amount shall be solely for the account of
                  the L/C Issuer.

                           (v)      Each Lender's obligation to make Revolving
                  Loans or L/C Advances to reimburse the L/C Issuer for amounts
                  drawn under Letters of Credit, as contemplated by this Section
                  2.03(c), shall be absolute and unconditional and shall not be
                  affected by any circumstance, including (A) any setoff,
                  counterclaim, recoupment, defense or other right which such
                  Lender may have against the L/C Issuer, the Borrower or any
                  other Person for any reason whatsoever; (B) the occurrence or
                  continuance of a Default, or (C) any other occurrence, event
                  or


                                       28
<PAGE>

                  condition, whether or not similar to any of the foregoing;
                  provided, however, that each Lender's obligation to make
                  Revolving Loans pursuant to this Section 2.03(c) is subject to
                  the conditions set forth in Section 4.02 (other than delivery
                  by the Borrower of a Revolving Loan Notice). No such making of
                  an L/C Advance shall relieve or otherwise impair the
                  obligation of the Borrower to reimburse the L/C Issuer for the
                  amount of any payment made by the L/C Issuer under any Letter
                  of Credit, together with interest as provided herein.

                           (vi)     If any Lender fails to make available to the
                  Administrative Agent for the account of the L/C Issuer any
                  amount required to be paid by such Lender pursuant to the
                  foregoing provisions of this Section 2.03(c) by the time
                  specified in Section 2.03(c)(ii), the L/C Issuer shall be
                  entitled to recover from such Lender (acting through the
                  Administrative Agent), on demand, such amount with interest
                  thereon for the period from the date such payment is required
                  to the date on which such payment is immediately available to
                  the L/C Issuer at a rate per annum equal to the greater of the
                  Federal Funds Rate and a rate determined by the L/C Issuer in
                  accordance with banking industry rules on interbank
                  compensation. A certificate of the L/C Issuer submitted to any
                  Lender (through the Administrative Agent) with respect to any
                  amounts owing under this clause (vi) shall be conclusive
                  absent manifest error.

                  (d)      Repayment of Participations.


                           (i)      At any time after the L/C Issuer has made a
                  payment under any Letter of Credit and has received from any
                  Lender such Lender's L/C Advance in respect of such payment in
                  accordance with Section 2.03(c), if the Administrative Agent
                  receives for the account of the L/C Issuer any payment in
                  respect of the related Unreimbursed Amount or interest thereon
                  (whether directly from the Borrower or otherwise, including
                  proceeds of Cash Collateral applied thereto by the
                  Administrative Agent), the Administrative Agent will
                  distribute to such Lender its Applicable Percentage thereof
                  (appropriately adjusted, in the case of interest payments, to
                  reflect the period of time during which such Lender's L/C
                  Advance was outstanding) in the same funds as those received
                  by the Administrative Agent.

                           (ii)     If any payment received by the
                  Administrative Agent for the account of the L/C Issuer
                  pursuant to Section 2.03(c)(i) is required to be returned
                  under any of the circumstances described in Section 10.05
                  (including pursuant to any settlement entered into by the L/C
                  Issuer in its discretion), each Lender shall pay to the
                  Administrative Agent for the account of the L/C Issuer its
                  Applicable Percentage thereof on demand of the Administrative
                  Agent, plus interest thereon from the date of such demand to
                  the date such amount is returned by such Lender, at a rate per
                  annum equal to the Federal Funds Rate from time to time in
                  effect. The obligations of the Lenders under this clause shall
                  survive the payment in full of the Obligations and the
                  termination of this Agreement.

                  (e)      Obligations Absolute. The obligation of the Borrower
         to reimburse the L/C Issuer for each drawing under each Letter of
         Credit and to repay each L/C Borrowing


                                       29
<PAGE>

         shall be absolute, unconditional and irrevocable, and shall be paid
         strictly in accordance with the terms of this Agreement under all
         circumstances, including the following:

                           (i)      any lack of validity or enforceability of
                  such Letter of Credit, this Agreement, or any other Loan
                  Document;

                           (ii)     the existence of any claim, counterclaim,
                  setoff, defense or other right that the Borrower or any
                  Subsidiary may have at any time against any beneficiary or any
                  transferee of such Letter of Credit (or any Person for whom
                  any such beneficiary or any such transferee may be acting),
                  the L/C Issuer or any other Person, whether in connection with
                  this Agreement, the transactions contemplated hereby or by
                  such Letter of Credit or any agreement or instrument relating
                  thereto, or any unrelated transaction;

                           (iii)    any draft, demand, certificate or other
                  document presented under such 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 such
                  Letter of Credit;

                           (iv)     any payment by the L/C Issuer under such
                  Letter of Credit against presentation of a draft or
                  certificate that does not strictly comply with the terms of
                  such Letter of Credit; or any payment made by the L/C Issuer
                  under such 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 such Letter of Credit, including any arising in
                  connection with any proceeding under any Debtor Relief Law; or

                           (v)      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
                  Borrower or any Subsidiary.

         The Borrower shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower's instructions or other irregularity, the
Borrower will immediately notify the L/C Issuer. The Borrower shall be
conclusively deemed to have waived any such claim against the L/C Issuer and its
correspondents unless such notice is given as aforesaid.

                  (f)      Role of L/C Issuer. Each Lender and the Borrower
         agree that, in paying any drawing under a Letter of Credit, the L/C
         Issuer shall not have any responsibility to obtain any document (other
         than any sight draft, certificates and documents expressly required by
         the Letter of 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. None of the L/C Issuer, the
         Administrative Agent, any of their respective Related Parties nor any
         correspondent, participant or assignee of the L/C 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 or the
         Required Lenders, as applicable;


                                       30

<PAGE>

         (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 document or instrument related to any Letter
         of Credit or Issuer Document. The Borrower 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 Borrower's
         pursuing such rights and remedies as it may have against the
         beneficiary or transferee at law or under any other agreement. None of
         the L/C Issuer, the Administrative Agent, any of their respective
         Related Parties nor any correspondent, participant or assignee of the
         L/C Issuer, shall be liable or responsible for any of the matters
         described in clauses (i) through (v) of Section 2.03(e); provided,
         however, that anything in such clauses to the contrary notwithstanding,
         the Borrower may have a claim against the L/C Issuer, and the L/C
         Issuer may be liable to the Borrower, to the extent, but only to the
         extent, of any direct, as opposed to consequential or exemplary,
         damages suffered by the Borrower which the Borrower proves were caused
         by the L/C Issuer's willful misconduct or gross negligence or the L/C
         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, the L/C 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 the L/C
         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.

                  (g)      Cash Collateral. Upon the request of the
         Administrative Agent, (i) if the L/C Issuer has honored any full or
         partial drawing request under any Letter of Credit and such drawing has
         resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit
         Expiration Date, any L/C Obligation for any reason remains outstanding,
         the Borrower shall, in each case, immediately Cash Collateralize the
         then Outstanding Amount of all L/C Obligations. Sections 2.05 and
         8.02(c) set forth certain additional requirements to deliver Cash
         Collateral hereunder. For purposes of this Section 2.03, Section 2.05
         and Section 8.02(c), "Cash Collateralize" means to pledge and deposit
         with or deliver to the Administrative Agent, for the benefit of the L/C
         Issuer and the Lenders, as collateral for the L/C Obligations, cash or
         deposit account balances pursuant to documentation in form and
         substance satisfactory to the Administrative Agent and the L/C Issuer
         (which documents are hereby consented to by the Lenders). Derivatives
         of such term have corresponding meanings. The Borrower hereby grants to
         the Administrative Agent, for the benefit of the L/C Issuer and the
         Lenders, a security interest in all such cash, deposit accounts and all
         balances therein and all proceeds of the foregoing. Cash Collateral
         shall be maintained in blocked, non-interest bearing deposit accounts
         at Bank of America.

                  (h)      Applicability of ISP and UCP. Unless otherwise
         expressly agreed by the L/C Issuer and the Borrower when a Letter of
         Credit is issued, (i) the rules of the ISP shall apply to each standby
         Letter of Credit, and (ii) the rules of the Uniform Customs and
         Practice for Documentary Credits, as most recently published by the
         International Chamber of Commerce at the time of issuance shall apply
         to each commercial Letter of Credit.


                                       31
<PAGE>

                  (i)      Letter of Credit Fees. The Borrower shall pay to the
         Administrative Agent for the account of each Lender in accordance with
         its Applicable Percentage a Letter of Credit fee (the "Letter of Credit
         Fee") (i) for each commercial Letter of Credit equal to Applicable Rate
         times the daily amount available to be drawn under such Letter of
         Credit, and (ii) for each standby Letter of Credit equal to the
         Applicable Rate times the daily amount available to be drawn under such
         Letter of Credit. For purposes of computing the daily amount available
         to be drawn under any Letter of Credit, the amount of such Letter of
         Credit shall be determined in accordance with Section 1.06. Letter of
         Credit Fees shall be (i) computed on a quarterly basis in arrears and
         (ii) due and payable on the first Business Day after the end of each
         March, June, September and December, commencing with the first such
         date to occur after the issuance of such Letter of Credit, on the
         Letter of Credit Expiration Date and thereafter on demand. If there is
         any change in the Applicable Rate during any quarter, the daily amount
         available to be drawn under each Letter of Credit shall be computed and
         multiplied by the Applicable Rate separately for each period during
         such quarter that such Applicable Rate was in effect. Notwithstanding
         anything to the contrary contained herein, upon the request of the
         Required Lenders, while any Event of Default exists, all Letter of
         Credit Fees shall accrue at the Default Rate.

                  (j)      Fronting Fee and Documentary and Processing Charges
         Payable to L/C Issuer. The Borrower shall pay directly to the L/C
         Issuer for its own account a fronting fee (i) with respect to each
         Letter of Credit, at the rate specified in the Fee Letter, computed (a)
         with respect to each commercial Letter of Credit on the amount of such
         Letter of Credit, and payable upon the issuance thereof, and (b) with
         respect to each standby Letter of Credit, on the daily amount available
         to be drawn under such Letter of Credit on a quarterly basis in
         arrears, and due and payable on the first Business Day after the end of
         each March, June, September and December, commencing with the first
         such date to occur after the issuance of such Letter of Credit, on the
         Letter of Credit Expiration Date and thereafter on demand and (ii) with
         respect to any amendment of a commercial Letter of Credit increasing
         the amount of such Letter of Credit, at a rate separately agreed
         between the Borrower and the L/C Issuer, computed on the amount of such
         increase, and payable upon the effectiveness of such amendment. For
         purposes of computing the daily amount available to be drawn under any
         Letter of Credit, the amount of such Letter of Credit shall be
         determined in accordance with Section 1.06. In addition, the Borrower
         shall pay directly to the L/C Issuer for its own account the customary
         issuance, presentation, amendment and other processing fees, and other
         standard costs and charges, of the L/C Issuer relating to letters of
         credit as from time to time in effect. Such customary fees and standard
         costs and charges are due and payable on demand and are nonrefundable.

                  (k)      Conflict with Issuer Documents. In the event of any
         conflict between the terms hereof and the terms of any Issuer Document,
         the terms hereof shall control.

                  (l)      Letters of Credit Issued for Guarantors.
         Notwithstanding that a Letter of Credit issued or outstanding hereunder
         is in support of any obligations of, or is for the account of, a
         Guarantor, the Borrower shall be obligated to reimburse the L/C Issuer
         hereunder for any and all drawings under such Letter of Credit. The
         Borrower hereby acknowledges that the issuance of Letters of Credit for
         the account of Guarantors inures


                                       32
<PAGE>


         to the benefit of the Borrower, and that the Borrower's business
         derives substantial benefits from the businesses of such Guarantors.

         2.04     SWING LINE LOANS.

                  (a)      The Swing Line. Subject to the terms and conditions
         set forth herein, the Swing Line Lender agrees, in reliance upon the
         agreements of the other Lenders set forth in this Section 2.04, to make
         loans (each such loan, a "Swing Line Loan") to the Borrower from time
         to time on any Business Day during the Availability Period in an
         aggregate amount not to exceed at any time outstanding the amount of
         the Swing Line Sublimit, notwithstanding the fact that such Swing Line
         Loans, when aggregated with the Applicable Percentage of the
         Outstanding Amount of Revolving Loans and L/C Obligations of the Lender
         acting as Swing Line Lender, may exceed the amount of such Lender's
         Commitment; provided, however, that after giving effect to any Swing
         Line Loan, (i) the Total Outstandings shall not exceed the Aggregate
         Commitments, and (ii) the aggregate Outstanding Amount of the Revolving
         Loans of any Lender, plus such Lender's Applicable Percentage of the
         Outstanding Amount of all L/C Obligations, plus such Lender's
         Applicable Percentage of the Outstanding Amount of all Swing Line Loans
         shall not exceed such Lender's Commitment, and provided, further, that
         the Borrower shall not use the proceeds of any Swing Line Loan to
         refinance any outstanding Swing Line Loan. Within the foregoing limits,
         and subject to the other terms and conditions hereof, the Borrower may
         borrow under this Section 2.04, prepay under Section 2.05, and reborrow
         under this Section 2.04. Each Swing Line Loan shall be a Base Rate
         Loan. Immediately upon the making of a Swing Line Loan, each Lender
         shall be deemed to, and hereby irrevocably and unconditionally agrees
         to, purchase from the Swing Line Lender a risk participation in such
         Swing Line Loan in an amount equal to the product of such Lender's
         Applicable Percentage times the amount of such Swing Line Loan.

                  (b)      Borrowing Procedures. Each Swing Line Borrowing shall
         be made upon the Borrower's irrevocable notice to the Swing Line Lender
         and the Administrative Agent, which may be given by telephone. Each
         such notice must be received by the Swing Line Lender and the
         Administrative Agent not later than 1:00 p.m. on the requested
         borrowing date, and shall specify (i) the amount to be borrowed, which
         shall be a minimum of $100,000, and (ii) the requested borrowing date,
         which shall be a Business Day. Each such telephonic notice must be
         confirmed promptly by delivery to the Swing Line Lender and the
         Administrative Agent of a written Swing Line Loan Notice, appropriately
         completed and signed by a Responsible Officer of the Borrower. Promptly
         after receipt by the Swing Line Lender of any telephonic Swing Line
         Loan Notice, the Swing Line Lender will confirm with the Administrative
         Agent (by telephone or in writing) that the Administrative Agent has
         also received such Swing Line Loan Notice and, if not, the Swing Line
         Lender will notify the Administrative Agent (by telephone or in
         writing) of the contents thereof. Unless the Swing Line Lender has
         received notice (by telephone or in writing) from the Administrative
         Agent (including at the request of any Lender) prior to 2:00 p.m. on
         the date of the proposed Swing Line Borrowing (A) directing the Swing
         Line Lender not to make such Swing Line Loan as a result of the
         limitations set forth in the proviso to the first sentence of Section
         2.04(a), or (B) that one or more of the applicable conditions specified
         in Article IV is not then satisfied, then, subject to the terms and
         conditions hereof, the Swing Line Lender will, not later than 3:00 p.m.
         on the borrowing date specified in such Swing Line Loan Notice, make
         the


                                       33
<PAGE>

         amount of its Swing Line Loan available to the Borrower at its office
         by crediting the account of the Borrower on the books of the Swing Line
         Lender in immediately available funds.

                  (c)      Refinancing of Swing Line Loans.

                           (i)      The Swing Line Lender at any time in its
                  sole and absolute discretion may request, on behalf of the
                  Borrower (which hereby irrevocably authorizes the Swing Line
                  Lender to so request on its behalf), that each Lender make a
                  Base Rate Loan in an amount equal to such Lender's Applicable
                  Percentage of the amount of Swing Line Loans then outstanding.
                  Such request shall be made in writing (which written request
                  shall be deemed to be a Revolving Loan Notice for purposes
                  hereof) and in accordance with the requirements of Section
                  2.02, without regard to the minimum and multiples specified
                  therein for the principal amount of Base Rate Loans, but
                  subject to the unutilized portion of the Aggregate Commitments
                  and the conditions set forth in Section 4.02. The Swing Line
                  Lender shall furnish the Borrower with a copy of the
                  applicable Revolving Loan Notice promptly after delivering
                  such notice to the Administrative Agent. Each Lender shall
                  make an amount equal to its Applicable Percentage of the
                  amount specified in such Revolving Loan Notice available to
                  the Administrative Agent in immediately available funds for
                  the account of the Swing Line Lender at the Administrative
                  Agent's Office not later than 1:00 p.m. on the day specified
                  in such Revolving Loan Notice, whereupon, subject to Section
                  2.04(c)(ii), each Lender that so makes funds available shall
                  be deemed to have made a Base Rate Loan to the Borrower in
                  such amount. The Administrative Agent shall remit the funds so
                  received to the Swing Line Lender.

                           (ii)     If for any reason any Swing Line Loan cannot
                  be refinanced by such a Revolving Borrowing in accordance with
                  Section 2.04(c)(i), the request for Base Rate Loans submitted
                  by the Swing Line Lender as set forth herein shall be deemed
                  to be a request by the Swing Line Lender that each of the
                  Lenders fund its risk participation in the relevant Swing Line
                  Loan and each Lender's payment to the Administrative Agent for
                  the account of the Swing Line Lender pursuant to Section
                  2.04(c)(i) shall be deemed payment in respect of such
                  participation.

                           (iii)    If any Lender fails to make available to the
                  Administrative Agent for the account of the Swing Line Lender
                  any amount required to be paid by such Lender pursuant to the
                  foregoing provisions of this Section 2.04(c) by the time
                  specified in Section 2.04(c)(i), the Swing Line Lender shall
                  be entitled to recover from such Lender (acting through the
                  Administrative Agent), on demand, such amount with interest
                  thereon for the period from the date such payment is required
                  to the date on which such payment is immediately available to
                  the Swing Line Lender at a rate per annum equal to the greater
                  of the Federal Funds Rate and a rate determined by the Swing
                  Line Lender in accordance with banking industry rules on
                  interbank compensation. A certificate of the Swing Line Lender
                  submitted to any Lender (through the Administrative Agent)
                  with respect to any amounts owing under this clause (iii)
                  shall be conclusive absent manifest error.


                                       34
<PAGE>

                           (iv)     Each Lender's obligation to make Revolving
                  Loans or to purchase and fund risk participations in Swing
                  Line Loans pursuant to this Section 2.04(c) shall be absolute
                  and unconditional and shall not be affected by any
                  circumstance, including (A) any setoff, counterclaim,
                  recoupment, defense or other right which such Lender may have
                  against the Swing Line Lender, the Borrower or any other
                  Person for any reason whatsoever, (B) the occurrence or
                  continuance of a Default, or (C) any other occurrence, event
                  or condition, whether or not similar to any of the foregoing;
                  provided, however, that each Lender's obligation to make
                  Revolving Loans pursuant to this Section 2.04(c) is subject to
                  the conditions set forth in Section 4.02. No such funding of
                  risk participations shall relieve or otherwise impair the
                  obligation of the Borrower to repay Swing Line Loans, together
                  with interest as provided herein.

                  (d)      Repayment of Participations.

                           (i)      At any time after any Lender has purchased
                  and funded a risk participation in a Swing Line Loan, if the
                  Swing Line Lender receives any payment on account of such
                  Swing Line Loan, the Swing Line Lender will distribute to such
                  Lender its Applicable Percentage of such payment
                  (appropriately adjusted, in the case of interest payments, to
                  reflect the period of time during which such Lender's risk
                  participation was funded) in the same funds as those received
                  by the Swing Line Lender.

                           (ii)     If any payment received by the Swing Line
                  Lender in respect of principal or interest on any Swing Line
                  Loan is required to be returned by the Swing Line Lender under
                  any of the circumstances described in Section 10.05 (including
                  pursuant to any settlement entered into by the Swing Line
                  Lender in its discretion), each Lender shall pay to the Swing
                  Line Lender its Applicable Percentage thereof on demand of the
                  Administrative Agent, plus interest thereon from the date of
                  such demand to the date such amount is returned, at a rate per
                  annum equal to the Federal Funds Rate. The Administrative
                  Agent will make such demand upon the request of the Swing Line
                  Lender. The obligations of the Lenders under this clause shall
                  survive the payment in full of the Obligations and the
                  termination of this Agreement.

                  (e)      Interest for Account of Swing Line Lender. The Swing
         Line Lender shall be responsible for invoicing the Borrower for
         interest on the Swing Line Loans. Until each Lender funds its Base Rate
         Loan or risk participation pursuant to this Section 2.04 to refinance
         such Lender's Applicable Percentage of any Swing Line Loan, interest in
         respect of such Applicable Percentage shall be solely for the account
         of the Swing Line Lender.

                  (f)      Payments Directly to Swing Line Lender. The Borrower
         shall make all payments of principal and interest in respect of the
         Swing Line Loans directly to the Swing Line Lender.


                                       35
<PAGE>

         2.05     PREPAYMENTS.

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

                  (b)      The Borrower may, upon notice to the Swing Line
         Lender (with a copy to the Administrative Agent), at any time or from
         time to time, voluntarily prepay Swing Line Loans in whole or in part
         without premium or penalty; provided that (i) such notice must be
         received by the Swing Line Lender and the Administrative Agent not
         later than 1:00 p.m. on the date of the prepayment, and (ii) any such
         prepayment shall be in a minimum principal amount of $100,000. Each
         such notice shall specify the date and amount of such prepayment. If
         such notice is given by the Borrower, the Borrower shall make such
         prepayment and the payment amount specified in such notice shall be due
         and payable on the date specified therein.

                  (c)      If for any reason the Total Outstandings at any time
         exceed the Aggregate Commitments then in effect, the Borrower shall
         immediately prepay Loans and/or Cash Collateralize the L/C Obligations
         in an aggregate amount equal to such excess; provided, however, that
         the Borrower shall not be required to Cash Collateralize the L/C
         Obligations pursuant to this Section 2.05(c) unless after the
         prepayment in full of the Loans the Total Outstandings exceed the
         Aggregate Commitments then in effect.

         2.06     TERMINATION OR REDUCTION OF COMMITMENTS. The Borrower may,
upon notice to the Administrative Agent, terminate the Aggregate Commitments, or
from time to time permanently reduce the Aggregate Commitments; provided that
(i) any such notice shall be received by the Administrative Agent not later than
11:00 a.m. five Business Days prior to the date of termination or reduction,
(ii) any such partial reduction shall be in an aggregate amount of $10,000,000
or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall
not terminate or reduce the Aggregate Commitments if, after giving effect
thereto and to any concurrent prepayments hereunder, the Total Outstandings
would exceed the Aggregate Commitments, and (iv) if, after giving effect to any
reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the
Swing Line Sublimit exceeds the amount of the Aggregate


                                       36
<PAGE>

Commitments, such Sublimit shall be automatically reduced by the amount of such
excess. The Administrative Agent will promptly notify the Lenders of any such
notice of termination or reduction of the Aggregate Commitments. Any reduction
of the Aggregate Commitments shall be applied to the Commitment of each Lender
according to its Applicable Percentage. All fees accrued until the effective
date of any termination of the Aggregate Commitments shall be paid on the
effective date of such termination.

         2.07     REPAYMENT OF LOANS.

                  (a)      The Borrower shall repay to the Lenders on the
         Maturity Date the aggregate principal amount of Revolving Loans
         outstanding on such date.

                  (b)      The Borrower shall repay each Swing Line Loan on the
         earlier to occur of (i) the date five Business Days after such Loan is
         made and (ii) the Maturity Date.

         2.08     INTEREST.

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

                  (b)

                           (i)      If any amount of principal of any Loan is
                  not paid when due (without regard to any applicable grace
                  periods), whether at stated maturity, by acceleration or
                  otherwise, such amount shall thereafter bear interest at a
                  fluctuating interest rate per annum at all times equal to the
                  lesser of (x) the Default Rate and (y) the Highest Lawful
                  Rate, to the fullest extent permitted by Applicable Law.

                           (ii)     If any amount (other than principal of any
                  Loan) payable by the Borrower under any Loan Document is not
                  paid when due (without regard to any applicable grace
                  periods), whether at stated maturity, by acceleration or
                  otherwise, then upon the request of the Required Lenders, such
                  amount shall thereafter bear interest at a fluctuating
                  interest rate per annum at all times equal to the lesser of
                  (x) the Default Rate and (y) the Highest Lawful Rate, to the
                  fullest extent permitted by Applicable Law.

                           (iii)    Upon the request of the Required Lenders,
                  while any Event of Default exists, the Borrower shall pay
                  interest on the principal amount of all outstanding
                  Obligations hereunder at a fluctuating interest rate per annum
                  at all


                                       37
<PAGE>

                  times equal to the lesser of (x) the Default Rate and (y) the
                  Highest Lawful Rate, to the fullest extent permitted by
                  Applicable Law.

                           (iv)     Accrued and unpaid interest on past due
                  amounts (including interest on past due interest) shall be due
                  and payable upon demand.

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

         2.09     FEES. In addition to certain fees described in subsections (i)
and (j) of Section 2.03:


                  (a)      Commitment Fee. The Borrower shall pay to the
         Administrative Agent for the account of each Lender in accordance with
         its Applicable Percentage, a commitment fee equal to the Applicable
         Rate times the actual daily amount by which the Aggregate Commitments
         exceed the sum of (i) the Outstanding Amount of Revolving Loans and
         (ii) the Outstanding Amount of L/C Obligations. The commitment fee
         shall accrue at all times during the Availability Period, including at
         any time during which one or more of the conditions in Article IV is
         not met, and shall be due and payable quarterly in arrears on the last
         Business Day of each March, June, September and December, commencing
         with the first such date to occur after the Closing Date, and on the
         Maturity Date. The commitment fee shall be calculated quarterly in
         arrears, and if there is any change in the Applicable Rate during any
         quarter, the actual daily amount shall be computed and multiplied by
         the Applicable Rate separately for each period during such quarter that
         such Applicable Rate was in effect.

                  (b)      Other Fees.

                           (i)      The Borrower shall pay to the Arranger and
                  the Administrative Agent for their own respective accounts
                  fees in the amounts and at the times specified in the Fee
                  Letter. Such fees shall be fully earned when paid and shall
                  not be refundable for any reason whatsoever.

                           (ii)     The Borrower shall pay to the Lenders such
                  fees as shall have been separately agreed upon in writing in
                  the amounts and at the times so specified. Such fees shall be
                  fully earned when paid and shall not be refundable for any
                  reason whatsoever.

         2.10     COMPUTATION OF INTEREST AND FEES. All computations of interest
for Base Rate Loans when the Base Rate is determined by Bank of America'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 fees or interest, as applicable, being paid than if computed on the basis
of a 365-day year). Interest shall accrue on each Loan for the day on which the
Loan is made, and shall not accrue on a Loan, or any portion thereof, for the
day on which the Loan or such portion is paid, provided that any Loan that is
repaid on the same day on which it is made


                                       38
<PAGE>

shall, subject to Section 2.12(a), bear interest for one day. Each determination
by the Administrative Agent of an interest rate or fee hereunder shall be
conclusive and binding for all purposes, absent manifest error.

         2.11     EVIDENCE OF DEBT.

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

                  (b)      In addition to the accounts and records referred to
         in subsection (a), each Lender and the Administrative Agent shall
         maintain in accordance with its usual practice accounts or records
         evidencing the purchases and sales by such Lender of participations in
         Letters of Credit and Swing Line Loans. In the event of any conflict
         between the accounts and records maintained by the Administrative Agent
         and the accounts and records of any Lender in respect of such matters,
         the accounts and records of the Administrative Agent shall control in
         the absence of manifest error.

         2.12     PAYMENTS GENERALLY; ADMINISTRATIVE AGENT'S CLAWBACK.

                  (a)      General. All payments to be made by the Borrower
         shall be made without condition or deduction for any counterclaim,
         defense, recoupment or setoff. Except as otherwise expressly provided
         herein, all payments by the Borrower hereunder shall be made to the
         Administrative Agent, for the account of the respective Lenders to
         which such payment is owed, at the Administrative Agent's Office in
         Dollars and in immediately available funds not later than 2:00 p.m. on
         the date specified herein. The Administrative Agent will promptly
         distribute to each Lender its Applicable Percentage (or other
         applicable share as provided herein) of such payment in like funds as
         received by wire transfer to such Lender's Lending Office. All payments
         received by the Administrative Agent after 2:00 p.m. shall be deemed
         received on the next succeeding Business Day and any applicable
         interest or fee shall continue to accrue. If any payment to be made by
         the Borrower shall come due on a day other than a Business Day, payment
         shall be made on the next following Business Day, and such extension of
         time shall be reflected in computing interest or fees, as the case may
         be.


                                       39
<PAGE>

                  (b)

                           (i)      Funding by Lenders; Presumption by
                  Administrative Agent. Unless the Administrative Agent shall
                  have received notice from a Lender prior to the proposed date
                  of any Revolving Borrowing that such Lender will not make
                  available to the Administrative Agent such Lender's share of
                  such Revolving Borrowing, the Administrative Agent may assume
                  that such Lender has made such share available on such date in
                  accordance with Section 2.02 and may, in reliance upon such
                  assumption, make available to the Borrower a corresponding
                  amount. In such event, if a Lender has not in fact made its
                  share of the applicable Revolving Borrowing available to the
                  Administrative Agent, then the applicable Lender and the
                  Borrower severally agree to pay to the Administrative Agent
                  forthwith on demand such corresponding amount in immediately
                  available funds with interest thereon, for each day from and
                  including the date such amount is made available to the
                  Borrower to but excluding the date of payment to the
                  Administrative Agent, at (A) in the case of a payment to be
                  made by such Lender, the greater of the Federal Funds Rate and
                  a rate determined by the Administrative Agent in accordance
                  with banking industry rules on interbank compensation and (B)
                  in the case of a payment to be made by the Borrower, the
                  interest rate applicable to Base Rate Loans. If the Borrower
                  and such Lender shall pay such interest to the Administrative
                  Agent for the same or an overlapping period, the
                  Administrative Agent shall promptly remit to the Borrower the
                  amount of such interest paid by the Borrower for such period.
                  If such Lender pays its share of the applicable Revolving
                  Borrowing to the Administrative Agent, then the amount so paid
                  shall constitute such Lender's Revolving Loan included in such
                  Revolving Borrowing. Any payment by the Borrower shall be
                  without prejudice to any claim the Borrower may have against a
                  Lender that shall have failed to make such payment to the
                  Administrative Agent.

                           (ii)     Payments by Borrower; Presumptions by
                  Administrative Agent. Unless the Administrative Agent shall
                  have received notice from the Borrower prior to the date on
                  which any payment is due to the Administrative Agent for the
                  account of the Lenders or the L/C Issuer hereunder that the
                  Borrower will not make such payment, the Administrative Agent
                  may assume that the Borrower has made such payment on such
                  date in accordance herewith and may, in reliance upon such
                  assumption, distribute to the Lenders or the L/C Issuer, as
                  the case may be, the amount due. In such event, if the
                  Borrower has not in fact made such payment, then each of the
                  Lenders or the L/C Issuer, as the case may be, severally
                  agrees to repay to the Administrative Agent forthwith on
                  demand the amount so distributed to such Lender or the L/C
                  Issuer, in immediately available funds with interest thereon,
                  for each day from and including the date such amount is
                  distributed to it to but excluding the date of payment to the
                  Administrative Agent, at the greater of the Federal Funds Rate
                  and a rate determined by the Administrative Agent in
                  accordance with banking industry rules on interbank
                  compensation.

         A notice of the Administrative Agent to any Lender or the Borrower with
respect to any amount owing under this subsection (b) shall be conclusive,
absent manifest error.


                                       40
<PAGE>

                  (c)      Failure to Satisfy Conditions Precedent. If any
         Lender makes available to the Administrative Agent funds for any Loan
         to be made by such Lender as provided in the foregoing provisions of
         this Article II, and such funds are not made available to the Borrower
         by the Administrative Agent because the conditions to the applicable
         Credit Extension set forth in Article IV are not satisfied or waived in
         accordance with the terms hereof, the Administrative Agent shall return
         such funds (in like funds as received from such Lender) to such Lender,
         without interest.

                  (d)      Obligations of Lenders Several. The obligations of
         the Lenders hereunder to make Revolving Loans, to fund participations
         in Letters of Credit and Swing Line Loans and to make payments pursuant
         to Section 10.04(c) are several and not joint. The failure of any
         Lender to make any Revolving Loan, to fund any such participation or to
         make any payment under Section 10.04(c) on any date required hereunder
         shall not relieve any other Lender of its corresponding obligation to
         do so on such date, and no Lender shall be responsible for the failure
         of any other Lender to so make its Revolving Loan, to purchase its
         participation or to make its payment under Section 10.04(c).

                  (e)      Funding Source. Nothing herein shall be deemed to
         obligate any Lender to obtain the funds for any Loan in any particular
         place or manner or to constitute a representation by any Lender that it
         has obtained or will obtain the funds for any Loan in any particular
         place or manner.

         2.13     SHARING OF PAYMENTS BY LENDERS. If any Lender shall, by
exercising any right of setoff or counterclaim or otherwise, obtain payment in
respect of any principal of or interest on any of the Revolving Loans made by
it, or the participations in L/C Obligations or in Swing Line Loans held by it
resulting in such Lender's receiving payment of a proportion of the aggregate
amount of such Revolving Loans or participations and accrued interest thereon
greater than its pro rata share thereof as provided herein, then the Lender
receiving such greater proportion shall (a) notify the Administrative Agent of
such fact, and (b) purchase (for cash at face value) participations in the
Revolving Loans and subparticipations in L/C Obligations and Swing Line Loans of
the other Lenders, or make such other adjustments as shall be equitable, so that
the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Revolving Loans and other amounts owing them, provided that:

                           (i)      if any such participations or
                  subparticipations are purchased and all or any portion of the
                  payment giving rise thereto is recovered, such participations
                  or subparticipations shall be rescinded and the purchase price
                  restored to the extent of such recovery, without interest; and

                           (ii)     the provisions of this Section shall not be
                  construed to apply to (x) any payment made by the Borrower
                  pursuant to and in accordance with the express terms of this
                  Agreement or (y) any payment obtained by a Lender as
                  consideration for the assignment of or sale of a participation
                  in any of its Revolving Loans or subparticipations in L/C
                  Obligations or Swing Line Loans to any assignee or
                  participant, other than to the Borrower or any Subsidiary
                  thereof (as to which the provisions of this Section shall
                  apply).


                                       41
<PAGE>

         Each Loan Party consents to the foregoing and agrees, to the extent it
may effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against such
Loan Party rights of setoff and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of such Loan Party in the
amount of such participation.

         2.14     INCREASE IN COMMITMENTS OR ADDITIONAL TERM LOAN.

                  (a)      Request for Increase or Additional Term Loan.
         Provided there exists no Default, upon notice to the Administrative
         Agent (which shall promptly notify the Lenders), the Borrower may from
         time to time, request (x) an increase in the Aggregate Commitments or
         (y) the addition of an incremental term loan (an "Incremental Term
         Loan"), by an amount (for all such requests in the aggregate) not
         exceeding $100,000,000 of which a maximum of $50,000,000 may be
         Incremental Term Loans; provided that any such request for an increase
         in the Aggregate Commitments or Incremental Term Loan shall be in a
         minimum amount of $20,000,000. At the time of sending such notice, the
         Borrower (in consultation with the Administrative Agent) shall specify
         the time period within which each Lender is requested to respond (which
         shall in no event be less than ten Business Days from the date of
         delivery of such notice to the Lenders).

                  (b)      Lender Elections to Increase. Each Lender shall
         notify the Administrative Agent within such time period whether or not
         it agrees to (i) increase its Commitment and, if so, whether by an
         amount equal to, greater than, or less than its Applicable Percentage
         of such requested increase and/or (ii) to provide an Incremental Term
         Loan, and, if so, in what amount. Any Lender not responding within such
         time period shall be deemed to have declined to increase its Commitment
         or provide an Incremental Term Loan.

                  (c)      Notification by Administrative Agent; Additional
         Lenders. The Administrative Agent shall notify the Borrower and each
         Lender of the Lenders' responses to each request made hereunder. To
         achieve the full amount of a requested increase in the Aggregate
         Commitments or Incremental Term Loan and subject to the approval of the
         Administrative Agent and the L/C Issuer (which approvals shall not be
         unreasonably withheld), the Borrower may also invite additional
         Eligible Assignees to become Lenders pursuant to a joinder agreement in
         form and substance satisfactory to the Administrative Agent and its
         counsel.

                  (d)      Effective Date and Allocations. If the Aggregate
         Commitments are increased in accordance with this Section, the
         Administrative Agent and the Borrower shall determine the effective
         date (the "Increase Effective Date") and the final allocation of such
         increase. The Administrative Agent shall promptly notify the Borrower
         and the Lenders of the final allocation of such increase and the
         Increase Effective Date. The Borrower shall prepay any Revolving Loans
         outstanding on the Increase Effective Date (and pay any additional
         amounts required pursuant to Section 3.05) to the extent necessary to
         keep the outstanding Revolving Loans ratable with any revised
         Applicable Percentages arising from any nonratable increase in the
         Commitments under this Section.

                  (e)      Incremental Loan Amendment. To effectuate the
         addition of an Incremental Term Loan, the Borrower, the Administrative
         Agent, each Lender and any or


                                       42
<PAGE>

         other approved financial institution agreeing to provide such
         Incremental Term Loan, shall execute an amendment (each, an
         "Incremental Loan Amendment"). Each such Incremental Loan Amendment
         shall provide (i) that the scheduled maturity date of the Incremental
         Term Loans shall not be sooner than the Maturity Date and no later than
         two (2) years after the Maturity Date, (ii) that the Incremental Term
         Loans shall be collateralized on the same basis as the Revolving Loans
         and (iii) for administrative amendments to account for the Incremental
         Term Loans. So long as any financial institution not theretofore a
         Lender which is providing an Incremental Term Loan shall have become a
         Lender under this Agreement pursuant to an Incremental Loan Amendment,
         the Incremental Term Loan being requested by the Borrower shall become
         effective under this Agreement upon the effectiveness of such
         Incremental Loan Amendment and the Lender or Lenders providing such
         Incremental Term Loan shall be deemed to have agreed, severally and not
         jointly, upon the terms and subject to the conditions of this
         Agreement, to make an Incremental Term Loan on the effective date of
         the applicable Increment Loan Amendment.

                  (f)      Conditions to Effectiveness of Increase or
         Incremental Loan Amendment. As a condition precedent to such increase
         in the Aggregate Commitments and any Incremental Loan Amendment, the
         Borrower shall deliver to the Administrative Agent a certificate of
         each Loan Party dated as of the Increase Effective Date or the
         effective date of the Incremental Loan Amendment, as applicable, (in
         sufficient copies for each Lender) signed by a Responsible Officer of
         such Loan Party (i) certifying and attaching the resolutions adopted by
         such Loan Party approving or consenting to such increase, or
         Incremental Loan Amendment, and (ii) in the case of the Borrower,
         certifying that, before and after giving effect to such increase or
         Incremental Loan Amendment, (A) the representations and warranties
         contained in Article V and the other Loan Documents are true and
         correct on and as of the Increase Effective Date or the effective date
         of the Incremental Loan Amendment, as applicable, except to the extent
         that such representations and warranties specifically refer to an
         earlier date, in which case they are true and correct as of such
         earlier date, and except that for purposes of this Section 2.14, the
         representations and warranties contained in subsections (a) and (b) of
         Section 5.05 shall be deemed to refer to the most recent statements
         furnished pursuant to clauses (a) and (b), respectively, of Section
         6.01, and (B) no Default shall have occurred and be continuing or be
         caused by the increase in the Aggregate Commitments or incurrence of
         the Incremental Term Loan.

                  (g)      Conflicting Provisions. This Section shall supersede
         any provisions in Sections 2.13 or 10.01 to the contrary.

                                  ARTICLE III.
                     TAXES, YIELD PROTECTION AND ILLEGALITY

         3.01     TAXES.

                  (a)      Payments Free of Taxes. Any and all payments by or on
         account of any obligation of the Borrower hereunder or under any other
         Loan Document shall be made free and clear of and without reduction or
         withholding for any Indemnified Taxes or Other Taxes, provided that if
         the Borrower shall be required by applicable law to deduct any
         Indemnified Taxes (including any Other Taxes) from such payments, then
         (i) the sum


                                       43
<PAGE>

         payable shall be increased as necessary so that after making all
         required deductions (including deductions applicable to additional sums
         payable under this Section) the Administrative Agent, Lender or L/C
         Issuer, as the case may be, receives an amount equal to the sum it
         would have received had no such deductions been made, (ii) the Borrower
         shall make such deductions and (iii) the Borrower shall timely pay the
         full amount deducted to the relevant Governmental Authority in
         accordance with applicable law.

                  (b)      Payment of Other Taxes by the Borrower. Without
         limiting the provisions of subsection (a) above, the Borrower shall
         timely pay any Other Taxes to the relevant Governmental Authority in
         accordance with applicable law.

                  (c)      Indemnification by the Borrower. The Borrower shall
         indemnify the Administrative Agent, each Lender and the L/C Issuer,
         within 10 days after demand therefor, for the full amount of any
         Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other
         Taxes imposed or asserted on or attributable to amounts payable under
         this Section) imposed upon and paid by the Administrative Agent, such
         Lender or the L/C Issuer, as the case may be, and any penalties,
         interest and reasonable expenses arising therefrom or with respect
         thereto, whether or not such Indemnified Taxes or Other Taxes were
         correctly or legally imposed or asserted by the relevant Governmental
         Authority. A certificate as to the amount of such payment or liability
         delivered to the Borrower by a Lender or the L/C Issuer (with a copy to
         the Administrative Agent), or by the Administrative Agent on its own
         behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive
         absent manifest error; provided, however, the Borrower shall not be
         liable for any penalties in respect of such Indemnified Taxes or Other
         Taxes imposed upon and paid by the Administrative Agent, such Lender or
         the L/C Issuer, as the case may be, to the extent such penalties are a
         result of the gross negligence or willful misconduct of the
         Administrative Agent, such Lender or the L/C Issuer, as the case may
         be.

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

                  (e)      Status of Lenders. Any Foreign Lender that is
         entitled to an exemption from or reduction of withholding tax under the
         law of the jurisdiction in which the Borrower is resident for tax
         purposes, or any treaty to which such jurisdiction is a party, with
         respect to payments hereunder or under any other Loan Document shall
         deliver to the Borrower (with a copy to the Administrative Agent), at
         the time or times prescribed by applicable law or reasonably requested
         by the Borrower or the Administrative Agent, such properly completed
         and executed documentation prescribed by applicable law as will permit
         such payments to be made without withholding or at a reduced rate of
         withholding. In addition, any Lender, if requested by the Borrower or
         the Administrative Agent, shall deliver such other documentation
         prescribed by applicable law or reasonably requested by the Borrower or
         the Administrative Agent as will enable the Borrower or the


                                       44
<PAGE>

         Administrative Agent to determine whether or not such Lender is subject
         to backup withholding or information reporting requirements.

         Without limiting the generality of the foregoing, in the event that the
Borrower is resident for tax purposes in the United States, any Foreign Lender
shall deliver to the Borrower and the Administrative Agent (in such number of
copies as shall be requested by the recipient) on or prior to the date on which
such Foreign Lender becomes a Lender under this Agreement (and from time to time
thereafter upon the request of the Borrower or the Administrative Agent, but
only if such Foreign Lender is legally entitled to do so), whichever of the
following is applicable:

                           (i)      duly completed copies of Internal Revenue
                  Service Form W-8BEN claiming eligibility for benefits of an
                  income tax treaty to which the United States is a party,

                           (ii)     duly completed copies of Internal Revenue
                  Service Form W-8ECI,

                           (iii)    in the case of a Foreign Lender claiming the
                  benefits of the exemption for portfolio interest under section
                  881(c) of the Code, (x) a certificate to the effect that such
                  Foreign Lender is not (A) a "bank" within the meaning of
                  section 881(c)(3)(A) of the Code, (B) a "10 percent
                  shareholder" of the Borrower within the meaning of section
                  881(c)(3)(B) of the Code, or (C) a "controlled foreign
                  corporation" described in section 881(c)(3)(C) of the Code and
                  (y) duly completed copies of Internal Revenue Service Form
                  W-8BEN, or

                           (iv)     any other form prescribed by applicable law
                  as a basis for claiming exemption from or a reduction in
                  United States Federal withholding tax duly completed together
                  with such supplementary documentation as may be prescribed by
                  applicable law to permit the Borrower to determine the
                  withholding or deduction required to be made.

                  (f)      Treatment of Certain Refunds. If the Administrative
         Agent, any Lender or the L/C Issuer determines, in its sole discretion,
         that it has received a refund of any Taxes or Other Taxes as to which
         it has been indemnified by the Borrower or with respect to which the
         Borrower has paid additional amounts pursuant to this Section, it shall
         promptly pay to the Borrower an amount equal to such refund (but only
         to the extent of indemnity payments made, or additional amounts paid,
         by the Borrower under this Section with respect to the Taxes or Other
         Taxes giving rise to such refund), net of all reasonable out-of-pocket
         expenses of the Administrative Agent, such Lender or the L/C Issuer, as
         the case may be, and without interest (other than any interest paid by
         the relevant Governmental Authority with respect to such refund),
         provided that the Borrower, upon the request of the Administrative
         Agent, such Lender or the L/C Issuer, agrees to repay the amount paid
         over to the Borrower (plus any penalties, interest or other charges
         imposed by the relevant Governmental Authority) to the Administrative
         Agent, such Lender or the L/C Issuer in the event the Administrative
         Agent, such Lender or the L/C Issuer is required to repay such refund
         to such Governmental Authority. This subsection shall not be construed
         to require the Administrative Agent, any Lender or the L/C Issuer to
         make available its tax returns (or any other information relating to
         its taxes that it deems confidential) to the Borrower or any other
         Person.


                                       45
<PAGE>

         3.02     ILLEGALITY. If any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund
Eurodollar Rate Loans, or to determine or charge interest rates based upon the
Eurodollar Rate, or any Governmental Authority has imposed material restrictions
on the authority of such Lender to purchase or sell, or to take deposits of,
Dollars in the London interbank market, then, on notice thereof by such Lender
to the Borrower through the Administrative Agent (which notice shall state in
reasonable detail the reasons therefor together with a statement that other
borrowers with similar Eurodollar Rate Loans are being treated similarly), any
obligation of such Lender to make or continue Eurodollar Rate Loans or to
convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such
Lender notifies the Administrative Agent and the Borrower that the circumstances
giving rise to such determination no longer exist. Upon receipt of such notice,
the Borrower shall, upon demand from such Lender (with a copy to the
Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate
Loans of such Lender to Base Rate Loans, either on the last day of the Interest
Period therefor, if such Lender may lawfully continue to maintain such
Eurodollar Rate Loans to such day, or immediately, if such Lender may not
lawfully continue to maintain such Eurodollar Rate Loans. Upon any such
prepayment or conversion, the Borrower shall also pay accrued interest on the
amount so prepaid or converted.

         3.03     INABILITY TO DETERMINE RATES. If the Required Lenders
determine that for any reason in connection with any request for a Eurodollar
Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits
are not being offered to banks in the London interbank Eurodollar market for the
applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate
and reasonable means do not exist for determining the Eurodollar Rate for any
requested Interest Period with respect to a proposed Eurodollar Rate Loan, or
(c) the Eurodollar Rate for any requested Interest Period with respect to a
proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to
such Lenders of funding such Loan, the Administrative Agent will promptly so
notify the Borrower and each Lender. Thereafter, the obligation of the Lenders
to make or maintain Eurodollar Rate Loans shall be suspended until the
Administrative Agent (upon the instruction of the Required Lenders) revokes such
notice. Upon receipt of such notice, the Borrower may revoke any pending request
for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or,
failing that, will be deemed to have converted such request into a request for a
Revolving Borrowing of Base Rate Loans in the amount specified therein.

         3.04     INCREASED COSTS; RESERVES ON EURODOLLAR RATE LOANS.

                  (a)      Increased Costs Generally. If any Change in Law shall


                           (i)      impose, modify or deem applicable any
                  reserve, special deposit, compulsory loan, insurance charge or
                  similar requirement against assets of, deposits with or for
                  the account of, or credit extended or participated in by, any
                  Lender (except any reserve requirement contemplated by Section
                  3.04(e)) or the L/C Issuer;

                           (ii)     subject any Lender or the L/C Issuer to any
                  tax of any kind whatsoever with respect to this Agreement, any
                  Letter of Credit, any participation in a Letter of Credit or
                  any Eurodollar Loan made by it, or change the basis of
                  taxation of payments to such Lender or the L/C Issuer in
                  respect thereof (except


                                       46
<PAGE>

                  for Indemnified Taxes or Other Taxes covered by Section 3.01
                  and the imposition of, or any change in the rate of, any
                  Excluded Tax payable by such Lender or the L/C Issuer); or

                           (iii)    impose on any Lender or the L/C Issuer or
                  the London interbank market any other condition, cost or
                  expense affecting this Agreement or Eurodollar Loans made by
                  such Lender or any Letter of Credit or participation therein;

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

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

                  (c)      Certificates for Reimbursement. A certificate of a
         Lender or the L/C Issuer setting forth the amount or amounts necessary
         to compensate such Lender or the L/C Issuer or its holding company, as
         the case may be, as specified in subsection (a) or (b) of this Section
         and delivered to the Borrower shall (i) include a written explanation
         of such additional cost or reduction and a statement that such costs
         affect other borrowers of such Lender or the L/C Issuer who are
         similarly situated and (ii) be conclusive absent manifest error. The
         Borrower shall pay such Lender or the L/C Issuer, as the case may be,
         the amount shown as due on any such certificate within 10 days after
         receipt thereof.

                  (d)      Delay in Requests. Failure or delay on the part of
         any Lender or the L/C Issuer to demand compensation pursuant to the
         foregoing provisions of this Section shall not constitute a waiver of
         such Lender's or the L/C Issuer's right to demand such compensation,
         provided that the Borrower shall not be required to compensate a Lender
         or the L/C Issuer pursuant to the foregoing provisions of this Section
         for any increased


                                       47
<PAGE>

         costs incurred or reductions suffered more than nine months prior to
         the date that such Lender or the L/C Issuer, as the case may be,
         notifies the Borrower of the Change in Law giving rise to such
         increased costs or reductions and of such Lender's or the L/C Issuer's
         intention to claim compensation therefor (except that, if the Change in
         Law giving rise to such increased costs or reductions is retroactive,
         then the nine-month period referred to above shall be extended to
         include the period of retroactive effect thereof).

                  (e)      Reserves on Eurodollar Rate Loans. The Borrower shall
         pay to each Lender, as long as such Lender shall be required to
         maintain reserves with respect to liabilities or assets consisting of
         or including Eurocurrency funds or deposits (currently known as
         "Eurocurrency liabilities"), additional interest on the unpaid
         principal amount of each Eurodollar Rate Loan equal to the actual costs
         of such reserves allocated to such Loan by such Lender (as determined
         by such Lender in good faith, which determination shall be conclusive),
         which shall be due and payable on each date on which interest is
         payable on such Loan, provided the Borrower shall have received at
         least 10 days' prior notice (with a copy to the Administrative Agent)
         of such additional interest from such Lender. If a Lender fails to give
         notice 10 days prior to the relevant Interest Payment Date, such
         additional interest shall be due and payable 10 days from receipt of
         such notice.

         3.05     COMPENSATION FOR LOSSES. Upon demand of any Lender (with a
copy to the Administrative Agent) from time to time, the Borrower shall promptly
compensate such Lender for and hold such Lender harmless from any loss, cost or
expense incurred by it as a result of:

                  (a)      any continuation, conversion, payment or prepayment
         of any Loan other than a Base Rate Loan on a day other than the last
         day of the Interest Period for such Loan (whether voluntary, mandatory,
         automatic, by reason of acceleration, or otherwise);

                  (b)      any failure by the Borrower (for a reason other than
         the failure of such Lender to make a Loan) to prepay, borrow, continue
         or convert any Loan other than a Base Rate Loan on the date or in the
         amount notified by the Borrower; or

                  (c)      any assignment of a Eurodollar Rate Loan on a day
         other than the last day of the Interest Period therefor as a result of
         a request by the Borrower pursuant to Section 10.13;


including any loss of anticipated profits and any loss or expense arising from
the liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were obtained.
The Borrower shall also pay any customary administrative fees charged by such
Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under
this Section 3.05, each Lender shall be deemed to have funded each Eurodollar
Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit
or other borrowing in the London interbank Eurodollar market for a comparable
amount and for a comparable period, whether or not such Eurodollar Rate Loan was
in fact so funded.


                                       48
<PAGE>


         3.06 MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.

                  (a) Designation of a Different Lending Office. If any Lender
         requests compensation under Section 3.04, or the Borrower is required
         to pay any additional amount to any Lender or any Governmental
         Authority for the account of any Lender pursuant to Section 3.01, or if
         any Lender gives a notice pursuant to Section 3.02, then such Lender
         shall use reasonable efforts to designate a different Lending Office
         for funding or booking its Loans hereunder or to assign its rights and
         obligations hereunder to another of its offices, branches or
         affiliates, if, in the judgment of such Lender, such designation or
         assignment (i) would eliminate or reduce amounts payable pursuant to
         Section 3.01 or 3.04, as the case may be, in the future, or eliminate
         the need for the notice pursuant to Section 3.02, as applicable, and
         (ii) in each case, would not subject such Lender to any unreimbursed
         cost or expense and would not otherwise be disadvantageous to such
         Lender. The Borrower hereby agrees to pay all reasonable costs and
         expenses incurred by any Lender in connection with any such designation
         or assignment.

                  (b) Replacement of Lenders. If any Lender requests
         compensation under Section 3.04, or if the Borrower is required to pay
         any additional amount to any Lender or any Governmental Authority for
         the account of any Lender pursuant to Section 3.01, the Borrower may
         replace such Lender in accordance with Section 10.13.

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

                                   ARTICLE IV.
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

         4.01 CONDITIONS OF INITIAL CREDIT EXTENSION.  The obligation of the L/C
Issuer and each Lender to make its initial Credit Extension hereunder is subject
to satisfaction of the following conditions precedent:

                  (a) The Administrative Agent's receipt of the following, each
         of which shall be originals or telecopies (followed promptly by
         originals) unless otherwise specified, each properly executed by a
         Responsible Officer of the signing Loan Party, each dated the Closing
         Date (or, in the case of certificates of governmental officials, a
         recent date before the Closing Date) and each in form and substance
         satisfactory to the Administrative Agent and each of the Lenders:

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

                           (ii) a Revolving Note executed by the Borrower in
                  favor of each Lender requesting a Revolving Note;

                           (iii) a Swing Line Note executed by the Borrower in
                  favor of the Swing Line Lender;

                           (iv) (a) the Pledge Agreement, duly executed by the
                  Borrower and each Subsidiary of the Borrower that has a
                  Subsidiary, granting to the Administrative



                                       49
<PAGE>


                  Agent for the benefit of the Lenders, a first priority
                  security interest in all of the issued and outstanding Equity
                  Interests in any Domestic Subsidiary; and the Borrower and
                  each Subsidiary shall have delivered to the Administrative
                  Agent all certificates, if any, evidencing such Equity
                  Interests, all UCC-1s and all powers, duly endorsed in blank,
                  with respect thereto; the Borrower and each Subsidiary shall
                  have taken all actions as may be required by the
                  Administrative Agent to effect the grant and first priority
                  perfection of the Administrative Agent's security interest in
                  such Equity Interests and (b) a pledge agreement in form and
                  substance satisfactory to the Administrative Agent, granting
                  to the Administrative Agent for the benefit of the Lenders, a
                  first priority security interest in 66% of the issued and
                  outstanding Equity Interests of (1) Wells Ops (U.K.) Limited,
                  (2) Energy Resource Technology (U.K.) Limited and (2) Cal Dive
                  HR Services Limited; and the Borrower shall have delivered to
                  the Administrative Agent all certificates, if any, evidencing
                  such Equity Interests and all powers, duly endorsed in blank,
                  with respect thereto; and the Borrower shall have taken all
                  actions as may be required by the Administrative Agent to
                  effect the grant and first priority perfection of the
                  Administrative Agent's security interest in such Equity
                  Interests;

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

                           (vi) such documents and certifications as the
                  Administrative Agent may reasonably require to evidence that
                  each Loan Party is duly organized or formed, and that each
                  Loan Party is validly existing, in good standing and qualified
                  to engage in business in each jurisdiction where its
                  ownership, lease or operation of properties or the conduct of
                  its business requires such qualification, except to the extent
                  that failure to do so could not reasonably be expected to have
                  a Material Adverse Effect;

                           (vii) a favorable opinion of Andrew Becher, counsel
                  to the Loan Parties, addressed to the Administrative Agent and
                  each Lender, as to such matters concerning the Loan Parties
                  and the Loan Documents as the Required Lenders may reasonably
                  request;

                           (viii) a certificate of a Responsible Officer of each
                  Loan Party either (A) attaching copies of all consents,
                  licenses and approvals required in connection with the
                  execution, delivery and performance by such Loan Party and the
                  validity against such Loan Party of the Loan Documents to
                  which it is a party, and such consents, licenses and approvals
                  shall be in full force and effect, or (B) stating that no such
                  consents, licenses or approvals are so required;

                           (ix) a certificate signed by a Responsible Officer of
                  the Borrower certifying (A) that the conditions specified in
                  Sections 4.02(a) and (b) have been satisfied, and (B) that
                  there has been no event or circumstance since the date of



                                       50
<PAGE>




                  the Audited Financial Statements that has had or could be
                  reasonably expected to have, either individually or in the
                  aggregate, a Material Adverse Effect.

                           (x) evidence that the Existing Credit Agreement has
                  been or concurrently with the Closing Date is being terminated
                  and all Liens securing obligations under the Existing Credit
                  Agreement have been or concurrently with the Closing Date are
                  being released;

                           (xi) a duly completed Compliance Certificate as of
                  the last day of the fiscal quarter of the Borrower most
                  recently ended prior to the Closing Date, signed by a
                  Responsible Officer of the Borrower; and

                           (xii) such other assurances, certificates, documents,
                  consents or opinions as the Administrative Agent, the Swing
                  Line Lender, the L/C Issuer, or the Required Lenders
                  reasonably may require.

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

                  (c) Unless waived by the Administrative Agent, the Borrower
         shall have paid all fees, charges and disbursements of counsel to the
         Administrative Agent to the extent invoiced prior to or on the Closing
         Date, plus such additional amounts of such fees, charges and
         disbursements as shall constitute its reasonable estimate of such fees,
         charges and disbursements incurred or to be incurred by it through the
         closing proceedings (provided that such estimate shall not thereafter
         preclude a final settling of accounts between the Borrower and the
         Administrative Agent).

                  (d) The Closing Date shall have occurred on or before
         August 30, 2004.

                  (e) There shall not have occurred a material adverse change
         (i) in the business, assets, properties, liabilities (actual or
         contingent), operations, conditions (financial or otherwise) or
         prospects of the Borrower and its Subsidiaries, taken as a whole, since
         December 31, 2003 or (ii) in the facts and information regarding such
         entities as represented by the Borrower or any of its Subsidiaries, or
         any representatives of any of them, to date.

                  (f) The absence of any action, suit, investigation or
         proceeding pending or, to the knowledge of the Borrower or any of its
         Subsidiaries, threatened, in any court or before any arbitrator or
         governmental authority that could reasonably be expected to have a
         Material Adverse Effect.

         Without limiting the generality of the provisions of Section 9.04, for
purposes of determining compliance with the conditions specified in this Section
4.01, each Lender that has signed this Agreement shall be deemed to have
consented to, approved or accepted or to be satisfied with, each document or
other matter required thereunder to be consented to or approved by or acceptable
or satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.

         4.02 CONDITIONS TO ALL CREDIT EXTENSIONS. The obligation of each Lender
to honor any Request for Credit Extension (other than a Revolving Loan Notice
requesting only a


                                       51
<PAGE>

conversion of Revolving Loans to the other Type, or a continuation of Eurodollar
Rate Loans) is subject to the following conditions precedent:

                  (a) The representations and warranties of the Borrower and
         each other Loan Party contained in Article V or any other Loan
         Document, or which are contained in any document furnished at any time
         under or in connection herewith or therewith, shall be true and correct
         on and as of the date of such Credit Extension, except to the extent
         that such representations and warranties specifically refer to an
         earlier date, in which case they shall be true and correct as of such
         earlier date, and except that for purposes of this Section 4.02, the
         representations and warranties contained in subsections (a) and (b) of
         Section 5.05 shall be deemed to refer to the most recent statements
         furnished pursuant to clauses (a) and (b), respectively, of Section
         6.01.

                  (b) No Default shall exist, or would result from such proposed
         Credit Extension or from the application of the proceeds thereof.

                  (c) The Administrative Agent and, if applicable, the L/C
         Issuer or the Swing Line Lender shall have received a Request for
         Credit Extension in accordance with the requirements hereof.

         Each Request for Credit Extension (other than a Revolving Loan Notice
requesting only a conversion of Revolving Loans to the other Type or a
continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed
to be a representation and warranty that the conditions specified in Sections
4.02(a) and (b) have been satisfied on and as of the date of the applicable
Credit Extension.

                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

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

         5.01 EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS. Each
Loan Party (a) is duly organized or formed, validly existing and in good
standing under the Laws of the jurisdiction of its incorporation or
organization, (b) has all requisite power and authority and all requisite
governmental licenses, authorizations, consents and approvals to (i) own its
assets and carry on its business and (ii) execute, deliver and perform its
obligations under the Loan Documents to which it is a party, (c) is duly
qualified and is licensed and in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification or license, and (d) is in
compliance with all Laws; except in each case referred to in clause (b)(i), (c)
or (d), to the extent that failure to do so could not reasonably be expected to
have a Material Adverse Effect.

         5.02 AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and
performance by each Loan Party of each Loan Document to which such Person is
party, have been duly authorized by all necessary corporate or other
organizational action, and do not and will not (a) contravene the terms of any
of such Person's Organization Documents; (b) conflict with or result in any
breach or contravention of, or the creation of any Lien under, or require any
payment to be made under (i) any Contractual Obligation to which such Person is
a party or affecting such Person or the properties of such Person or any of its
Subsidiaries or (ii) any order,



                                       52
<PAGE>


injunction, writ or decree of any Governmental Authority or any arbitral award
to which such Person or its property is subject; or (c) violate any Law. Each
Loan Party is in compliance with all Contractual Obligations referred to in
clause (b)(i), except to the extent that failure to do so could not reasonably
be expected to have a Material Adverse Effect.

         5.03 GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS. No approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any
Governmental Authority or any other Person is necessary or required in
connection with the execution, delivery or performance by, or enforcement
against, any Loan Party of this Agreement or any other Loan Document.

         5.04 BINDING EFFECT. This Agreement has been, and each other Loan
Document, when delivered hereunder, will have been, duly executed and delivered
by each Loan Party that is party thereto. This Agreement constitutes, and each
other Loan Document when so delivered will constitute, a legal, valid and
binding obligation of such Loan Party, enforceable against each Loan Party that
is party thereto in accordance with its terms.

         5.05 FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT.

                  (a) The Audited Financial Statements (i) were prepared in
         accordance with GAAP consistently applied throughout the period covered
         thereby, except as otherwise expressly noted therein; (ii) fairly
         present the financial condition of the Borrower and its Subsidiaries as
         of the date thereof and their results of operations for the period
         covered thereby in accordance with GAAP consistently applied throughout
         the period covered thereby, except as otherwise expressly noted
         therein; and (iii) show all material indebtedness and other
         liabilities, direct or contingent, of the Borrower and its Subsidiaries
         as of the date thereof, including liabilities for taxes, material
         commitments and Indebtedness.

                  (b) The unaudited consolidated balance sheet of the Borrower
         and its Subsidiaries dated June 30, 2004, and the related consolidated
         statements of income or operations, shareholders' equity and cash flows
         for the fiscal quarter ended on that date (i) were prepared in
         accordance with GAAP consistently applied throughout the period covered
         thereby, except as otherwise expressly noted therein, and (ii) fairly
         present the financial condition of the Borrower and its Subsidiaries as
         of the date thereof and their results of operations for the period
         covered thereby, subject, in the case of clauses (i) and (ii), to the
         absence of footnotes and to normal year-end audit adjustments. Schedule
         5.05 sets forth all material indebtedness and other liabilities, direct
         or contingent, of the Borrower and its consolidated Subsidiaries as of
         the date of such financial statements, including liabilities for taxes,
         material commitments and Indebtedness.

                  (c) Since the date of the Audited Financial Statements, there
         has been no event or circumstance, either individually or in the
         aggregate, that has had or could reasonably be expected to have a
         Material Adverse Effect.

         5.06 LITIGATION. There are no actions, suits, proceedings, claims or
disputes pending or, to the knowledge of the Borrower after due and diligent
investigation, threatened or contemplated, at law, in equity, in arbitration or
before any Governmental Authority, by or against the Borrower or any of its
Subsidiaries or against any of their properties or revenues that



                                       53
<PAGE>


(a) purport to affect or pertain to this Agreement or any other Loan Document,
or any of the transactions contemplated hereby, or (b) either individually or in
the aggregate, if determined adversely, could reasonably be expected to have a
Material Adverse Effect.

         5.07 NO DEFAULT. Neither the Borrower nor any Subsidiary is in default
under or with respect to any Contractual Obligation that could, either
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. No Default has occurred and is continuing or would result from
the consummation of the transactions contemplated by this Agreement or any other
Loan Document.

         5.08 OWNERSHIP OF PROPERTY; LIENS. Each of the Borrower and each
Subsidiary has 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 its business, except for such defects in title as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. The property of the Borrower and its Subsidiaries is subject to
no Liens, other than Liens permitted by Section 7.01.

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

         5.10 INSURANCE. The properties of the Borrower and its Subsidiaries are
insured with financially sound and reputable insurance companies not Affiliates
of the Borrower, in such amounts, with such deductibles and covering such risks
as are customarily carried by companies engaged in similar businesses and owning
similar properties in localities where the Borrower or the applicable Subsidiary
operates.

         5.11 TAXES. The Borrower and its Subsidiaries have filed all Federal,
state and other material tax returns and reports required to be filed, and have
paid all Federal, state and other material taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable, except those which are being contested in good
faith by appropriate proceedings diligently conducted and for which adequate
reserves have been provided in accordance with GAAP. There is no proposed tax
assessment against the Borrower or any Subsidiary that would, if made, have a
Material Adverse Effect. Neither any Loan Party nor any Subsidiary thereof is
party to any tax sharing agreement with any Person that is not a Loan Party or a
Subsidiary thereof.

         5.12 ERISA COMPLIANCE.

                  (a) Each Plan is in compliance in all material respects with
         the applicable provisions of ERISA, the Code and other Federal or state
         Laws. Each Plan that is intended to qualify under Section 401(a) of the
         Code has received a favorable determination letter from the IRS or an
         application for such a letter is currently being processed by the IRS
         with respect thereto and, to the best knowledge of the Borrower,
         nothing has occurred which would prevent, or cause the loss of, such
         qualification. The Borrower and each ERISA Affiliate have made all
         required contributions to each Plan



                                       54
<PAGE>


         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 the
         Borrower, threatened claims, actions or lawsuits, or action by any
         Governmental Authority, with respect to any Plan that could be
         reasonably be expected to have a Material Adverse Effect. There has
         been no prohibited transaction or violation of the fiduciary
         responsibility rules with respect to any Plan that has resulted or
         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 Borrower 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 Borrower 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 Sections
         4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v)
         neither the Borrower nor any ERISA Affiliate has engaged in a
         transaction that could be subject to Sections 4069 or 4212(c) of ERISA.

         5.13 SUBSIDIARIES; EQUITY INTERESTS. As of the Closing Date, the
Borrower has no Subsidiaries other than those specifically disclosed in Part (a)
of Schedule 5.13, and all of the outstanding Equity Interests in such
Subsidiaries have been validly issued, are fully paid and nonassessable and are
owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free
and clear of all Liens. The Borrower has no equity investments in any other
corporation or entity other than those specifically disclosed in Part(b) of
Schedule 5.13. All of the outstanding Equity Interests in the Borrower have been
validly issued and are fully paid and nonassessable.

         5.14 MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING
COMPANY ACT.

                  (a) The Borrower is not engaged and will not engage,
         principally or as one of its important activities, in the business of
         purchasing or carrying margin stock (within the meaning of Regulation U
         issued by the FRB), or extending credit for the purpose of purchasing
         or carrying margin stock. Following the application of the proceeds of
         each Borrowing or drawing under each Letter of Credit, not more than
         25% of the value of the assets (either of the Borrower only or of the
         Borrower and its Subsidiaries on a consolidated basis) subject to the
         provisions of Section 7.01 or Section 7.05 or subject to any
         restriction contained in any agreement or instrument between the
         Borrower and any Lender or any Affiliate of any Lender relating to
         Indebtedness and within the scope of Section 8.01(e) will be margin
         stock.

                  (b) None of the Borrower, any Person Controlling the Borrower,
         or any Subsidiary (i) is a "holding company," or a "subsidiary company"
         of a "holding company," or an "affiliate" of a "holding company" or of
         a "subsidiary company" of a "holding company," within the meaning of
         the Public Utility Holding Company Act of


                                       55
<PAGE>


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

         5.15 DISCLOSURE. The Borrower has disclosed to the Administrative Agent
and the Lenders all agreements, instruments and corporate or other restrictions
to which it or any of its Subsidiaries is subject, and all other matters known
to it, that, individually or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect. No report, financial statement, certificate
or other information furnished (whether in writing or orally) by or on behalf of
any Loan Party to the Administrative Agent or any Lender in connection with the
transactions contemplated hereby and the negotiation of this Agreement or
delivered hereunder or under any other Loan Document (in each case, as modified
or supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided that, with respect to projected financial
information, the Borrower represents only that such information was prepared in
good faith based upon assumptions believed to be reasonable at the time.

         5.16 COMPLIANCE WITH LAWS. Each of the Borrower and each Subsidiary is
in compliance in all material respects with the requirements of all Laws and all
orders, writs, injunctions and decrees applicable to it or to its properties,
except in such instances in which (a) such requirement of Law or order, writ,
injunction or decree is being contested in good faith by appropriate proceedings
diligently conducted or (b) the failure to comply therewith, either individually
or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect.

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

         5.18 COMMON ENTERPRISE. The operations of the Borrower and its
Subsidiaries require financing on a basis such that the credit supplied can be
made available from time to time to the Borrower and various of its
Subsidiaries, as required for the continued successful operation of the Borrower
and its Subsidiaries as a whole. The Borrower has requested the Lender to make
credit available hereunder primarily for the purposes set forth in Section 6.11
and generally for the purposes of financing the operations of the Borrower and
its Subsidiaries. The Borrower and each of its Subsidiaries expects to derive
benefit (and the Board of Directors (or other similar governing body) of the
Borrower and each of its Subsidiaries has determined that such Subsidiary may
reasonably be expected to derive benefit), directly or indirectly, from a
portion of the credit extended by the Lenders hereunder, both in its separate
capacity and as a member of the group of companies, since the successful
operation and condition of the Borrower and each of its Subsidiaries is enhanced
by the continued successful performance of the functions of the group as a
whole. The Borrower acknowledges that, but for the agreement by each of the



                                       56
<PAGE>


Guarantors to execute and deliver the Guaranty, the Administrative Agent and the
Lenders would not have made available the credit facilities established hereby
on the terms set forth herein.

         5.19 COLLATERAL DOCUMENTS. The Pledge Agreement is effective to create
in favor of the Administrative Agent, for the benefit of the Lenders, a legal,
valid and enforceable security interest in the Collateral and proceeds thereof
and the Lien granted pursuant to the Pledge Agreement constitutes a fully
perfected first priority Lien on, and security interest in, all right, title and
interest of the pledgor or pledgors thereunder in such Collateral and the
proceeds thereof, in each case prior and superior to any right to any other
Person.

         5.20 SOLVENT.  The Borrower is, and the Borrower and its Subsidiaries
are on a consolidated basis, Solvent.

         5.21 SYNTHETIC LEASE OBLIGATIONS.  Neither  Borrower nor any of its
Subsidiaries have any liability in respect of any Synthetic Lease Obligations.

                                   ARTICLE VI.
                              AFFIRMATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, the Borrower shall, and shall (except in the
case of the covenants set forth in Sections 6.01, 6.02 and 6.03) cause each
Subsidiary to:

         6.01 FINANCIAL STATEMENTS.  Deliver to the Administrative Agent and
each Lender, in form and detail satisfactory to the Administrative Agent and the
Required Lenders:

                  (a) as soon as available, but in any event within 90 days
         after the end of each fiscal year of the Borrower, a consolidated
         balance sheet of the Borrower and its Subsidiaries as at the end of
         such fiscal year, and the related consolidated statements of income or
         operations, shareholders' equity and cash flows for such fiscal year,
         setting forth in each case in comparative form the figures for the
         previous fiscal year, all in reasonable detail and prepared in
         accordance with GAAP, such consolidated statements to be audited and
         accompanied by a report and opinion of an independent certified public
         accountant of nationally recognized standing reasonably acceptable to
         the Required Lenders, which report and opinion shall be prepared in
         accordance with generally accepted auditing standards and shall not be
         subject to any "going concern" or like qualification or exception or
         any qualification or exception as to the scope of such audit; and

                  (b) as soon as available, but in any event within 45 days
         after the end of each fiscal quarter of each fiscal year of the
         Borrower, a consolidated balance sheet of the Borrower and its
         Subsidiaries as at the end of such fiscal quarter, and the related
         consolidated statements of income or operations, shareholders' equity
         and cash flows for such fiscal quarter and for the portion of the
         Borrower's fiscal year then ended, setting forth in each case in
         comparative form the figures for the corresponding fiscal quarter of
         the previous fiscal year and the corresponding portion of the previous
         fiscal year, all in reasonable detail, such consolidated statements to
         be certified by a Responsible Officer of the Borrower as fairly
         presenting the financial condition, results of operations,



                                       57
<PAGE>


         shareholders' equity and cash flows of the Borrower and its
         Subsidiaries in accordance with GAAP, subject only to normal year-end
         audit adjustments and the absence of footnotes.

         As to any information contained in materials furnished pursuant to
Section 6.02(c), the Borrower shall not be separately required to furnish such
information under clause (a) or (b) above, but the foregoing shall not be in
derogation of the obligation of the Borrower to furnish the information and
materials described in clauses (a) and (b) above at the times specified therein.

         6.02 CERTIFICATES; OTHER INFORMATION.  Deliver to the Administrative
Agent and each Lender, in form and detail satisfactory to the Administrative
Agent and the Required Lenders:

                  (a) concurrently with the delivery of the financial statements
         referred to in Sections 6.01(a) and (b), a duly completed Compliance
         Certificate signed by a Responsible Officer of the Borrower;

                  (b) promptly after any request by the Administrative Agent or
         any Lender, copies of any detailed audit reports, management letters or
         recommendations submitted to the board of directors (or the audit
         committee of the board of directors) of the Borrower by independent
         accountants in connection with the accounts or books of the Borrower or
         any Subsidiary, or any audit of any of them;

                  (c) promptly after the same are available, copies of each
         annual report, proxy or financial statement or other report or
         communication sent to the stockholders of the Borrower, and copies of
         all annual, regular, periodic and special reports and registration
         statements which the Borrower may file or be required to file with the
         SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934,
         and not otherwise required to be delivered to the Administrative Agent
         pursuant hereto;

                  (d) promptly after the furnishing thereof, copies of any
         statement or report furnished to any holder of debt securities of any
         Loan Party or any Subsidiary thereof pursuant to the terms of any
         indenture, loan or credit or similar agreement and not otherwise
         required to be furnished to the Lenders pursuant to Section 6.01 or any
         other clause of this Section 6.02, provided that with respect to Cal
         Dive I-Title XI, only notices of default shall be required to be
         furnished to the Administrative Agent and each Lender;

                  (e) promptly, and in any event within five Business Days after
         receipt thereof by any Loan Party or any Subsidiary thereof, copies of
         each notice or other correspondence received from the SEC (or
         comparable agency in any applicable non-U.S. jurisdiction) concerning
         any investigation or possible investigation or other inquiry by such
         agency regarding financial or other operational results of any Loan
         Party or any Subsidiary thereof;

                  (f) promptly after the same are available, but in any event
         within 90 days after the end of each fiscal year of the Borrower,
         copies of each annual third party engineering reserve report prepared
         by or on behalf of the Borrower or any of its Subsidiaries in
         accordance with the guidelines established from time to time by the SEC
         and acceptable to the Administrative Agent; and



                                       58
<PAGE>


                  (g) promptly, such additional information regarding the
         business, financial or corporate affairs of the Borrower or any
         Subsidiary, or compliance with the terms of the Loan Documents, as the
         Administrative Agent or any Lender may from time to time reasonably
         request.

         Documents required to be delivered pursuant to Section 6.01(a) or (b)
or Section 6.02(c) (to the extent any such documents are included in materials
otherwise filed with the SEC) may be delivered electronically and if so
delivered, shall be deemed to have been delivered on the date (i) on which the
Borrower posts such documents, or provides a link thereto on the Borrower's
website on the Internet at the website address listed on Schedule 10.02; or (ii)
on which such documents are posted on the Borrower's behalf on an Internet or
intranet website, if any, to which each Lender and the Administrative Agent have
access (whether a commercial, third-party website or whether sponsored by the
Administrative Agent); provided that: (i) the Borrower shall deliver paper
copies of such documents to the Administrative Agent or any Lender that requests
the Borrower to deliver such paper copies until a written request to cease
delivering paper copies is given by the Administrative Agent or such Lender and
(ii) the Borrower shall notify the Administrative Agent and each Lender (by
telecopier or electronic mail) of the posting of any such documents and provide
to the Administrative Agent by electronic mail electronic versions (i.e., soft
copies) of such documents. Notwithstanding anything contained herein, in every
instance the Borrower shall be required to provide paper copies of the
Compliance Certificates required by Section 6.02(a) to the Administrative Agent.
Except for such Compliance Certificates, the Administrative Agent shall have no
obligation to request the delivery or to maintain copies of the documents
referred to above, and in any event shall have no responsibility to monitor
compliance by the Borrower with any such request for delivery, and each Lender
shall be solely responsible for requesting delivery to it or maintaining its
copies of such documents.

         The Borrower hereby acknowledges that (a) the Administrative Agent
and/or the Arranger will make available to the Lenders and the L/C Issuer
materials and/or information provided by or on behalf of the Borrower hereunder
(collectively, "Borrower Materials") by posting the Borrower Materials on
IntraLinks or another similar electronic system (the "Platform") and (b) certain
of the Lenders may be "public-side" Lenders (i.e., Lenders that do not wish to
receive material non-public information with respect to the Borrower or its
securities) (each, a "Public Lender"). The Borrower hereby agrees that (w) all
Borrower Materials that are to be made available to Public Lenders shall be
clearly and conspicuously marked "PUBLIC" which, at a minimum, shall mean that
the word "PUBLIC" shall appear prominently on the first page thereof; (x) by
marking Borrower Materials "PUBLIC," the Borrower shall be deemed to have
authorized the Administrative Agent, the Arranger, the L/C Issuer and the
Lenders to treat such Borrower Materials as either publicly available
information or not material information (although it may be sensitive and
proprietary) with respect to the Borrower or its securities for purposes of
United States Federal and state securities laws; (y) all Borrower Materials
marked "PUBLIC" are permitted to be made available through a portion of the
Platform designated "Public Investor;" and (z) the Administrative Agent and the
Arranger shall be entitled to treat any Borrower Materials that are not marked
"PUBLIC" as being suitable only for posting on a portion of the Platform not
designated "Public Investor."

         6.03 NOTICES.  Promptly notify the Administrative Agent and each
Lender:

                  (a) of the occurrence of any Default;



                                       59
<PAGE>


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

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

                  (d) of any material change in accounting policies or
         financial reporting practices by the Borrower or any Subsidiary;

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

         6.04 PAYMENT OF OBLIGATIONS. Pay and discharge as the same shall become
due and payable, all its 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 diligently conducted and adequate reserves in accordance
with GAAP are being maintained by the Borrower or such Subsidiary; (b) all
lawful claims which, if unpaid, would by law become a Lien upon its property;
and (c) all Indebtedness, as and when due and payable, but subject to any
subordination provisions contained in any instrument or agreement evidencing
such Indebtedness.

         6.05 PRESERVATION OF EXISTENCE, ETC. (a) Preserve, renew and maintain
in full force and effect its legal existence and good standing under the Laws of
the jurisdiction of its organization except in a transaction permitted by
Section 7.04 or 7.05; (b) take all reasonable action to maintain all rights,
privileges, permits, licenses and franchises necessary or desirable in the
normal conduct of its business, except to the extent that failure to do so could
not reasonably be expected to have a Material Adverse Effect; and (c) 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.

         6.06 MAINTENANCE OF PROPERTIES. (a) Maintain, preserve and protect all
of its material properties and equipment necessary in the operation of its
business in good working order and condition, ordinary wear and tear excepted;
(b) 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; and (c) use the standard of care typical in the
industry in the operation and maintenance of its facilities.

         6.07 MAINTENANCE OF INSURANCE. Maintain with financially sound and
reputable insurance companies not Affiliates of the Borrower, 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.


                                       60
<PAGE>


         6.08 COMPLIANCE WITH LAWS. Comply in all material respects with the
requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its business or property, except in such instances in
which (a) such requirement of Law or order, writ, injunction or decree is being
contested in good faith by appropriate proceedings diligently conducted; or (b)
the failure to comply therewith could not reasonably be expected to have a
Material Adverse Effect.

         6.09 BOOKS AND RECORDS. (a) 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 Borrower or such Subsidiary, as the
case may be; and (b) maintain such books of record and account in material
conformity with all applicable requirements of any Governmental Authority having
regulatory jurisdiction over the Borrower or such Subsidiary, as the case may
be.

         6.10 INSPECTION RIGHTS. Permit representatives and independent
contractors of the Administrative Agent and each Lender to visit and inspect any
of its properties, to examine its corporate, financial and operating records,
and make copies thereof or abstracts therefrom, and to discuss its affairs,
finances and accounts with its directors, officers, and independent public
accountants, all at such reasonable times during normal business hours and as
often as may be reasonably desired, upon reasonable advance notice to the
Borrower; provided, however, that when an Event of Default exists the
Administrative Agent or any Lender (or any of their respective representatives
or independent contractors) may do any of the foregoing at the expense of the
Borrower at any time during normal business hours and without advance notice.

         6.11 USE OF PROCEEDS. Use the proceeds of the Credit Extensions to
repay all obligations in respect of the Existing Credit Agreement, and for
working capital, capital expenditures to the extent permitted hereunder and for
general corporate purposes not in contravention of any Law or of any Loan
Document.

         6.12 FURTHER ASSURANCES. At any time or from time to time upon
reasonable request by the Administrative Agent, the Borrower shall or shall
cause any of the Borrower's Subsidiaries to execute and deliver such further
documents and do such other acts and things as the Administrative Agent may
reasonably request in order to effect fully the purposes of this Agreement and
the other Loan Documents and to provide for payment of the Obligations in
accordance with the terms of this Agreement and the other Loan Documents.

         6.13 SUBSIDIARIES. Within ten days after the time that any Person
becomes a Domestic Subsidiary as a result of the creation of such Subsidiary or
a Permitted Acquisition or otherwise, then, unless such Domestic Subsidiary is
merged into the Borrower or a Guarantor (with the Borrower or such Guarantor
being the surviving Person) prior to the expiration of such ten-day period, (a)
such Subsidiary shall execute a Guaranty of the Obligations and related
collateral of such Subsidiary, to secure the Obligations, and (b) 100% of such
Subsidiary's Equity Interests shall be pledged to secure the Obligations, and
(c) the Lenders shall receive such board resolutions, officer's certificates,
corporate and other documents and opinions of counsel as the Administrative
Agent shall reasonably request in connection with the actions described in
subsections (a) and (b) above.


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<PAGE>


                                  ARTICLE VII.
                               NEGATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, the Borrower shall not, nor shall it permit any
Subsidiary to, directly or indirectly:

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

                  (a) Liens pursuant to any Loan Document;

                  (b) Liens existing on the date hereof and listed on Schedule
         7.01 and any renewals or extensions thereof, provided that (i) the
         property covered thereby is not changed other than as a result of
         Maintenance Capital Expenditures, (ii) the amount secured or benefited
         thereby is not increased other than as a result of Maintenance Capital
         Expenditures, (iii) the direct or any contingent obligor with respect
         thereto is not changed, and (iv) any renewal or extension of the
         obligations secured or benefited thereby is permitted by Section
         7.03(b);

                  (c) Liens for taxes not yet due or which are being contested
         in good faith and by appropriate proceedings diligently conducted, if
         adequate reserves with respect thereto are maintained on the books of
         the applicable Person in accordance with GAAP;

                  (d) carriers', warehousemen's, mechanics', materialmen's,
         repairmen's or other like Liens including common law maritime liens or
         liens under the Federal Maritime Lien Act or similar state statutes
         arising in the ordinary course of business which are not overdue for a
         period of more than 30 days or which are being contested in good faith
         and by appropriate proceedings diligently conducted, if adequate
         reserves with respect thereto are maintained on the books of the
         applicable Person;

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

                  (f) deposits to secure the performance of bids, trade
         contracts and leases (other than Indebtedness), statutory obligations,
         surety bonds (other than bonds related to judgments or litigation),
         performance bonds and other obligations of a like nature incurred in
         the ordinary course of business;

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

                  (h) Liens securing judgments for the payment of money not
         constituting an Event of Default under Section 8.01(h) or securing
         appeal or other surety bonds related to such judgments; and


                                       62
<PAGE>


                  (i) Liens securing Indebtedness permitted under Section
         7.03(e); provided that (i) such Liens do not at any time encumber any
         property other than the property financed by such Indebtedness and (ii)
         the Indebtedness secured thereby does not exceed the cost or fair
         market value, whichever is lower, of the property being acquired on the
         date of acquisition.

         7.02     INVESTMENTS.  Make any Investments, except:

                  (a) Investments other than those permitted by subsections
         (b) through (h) existing on the date hereof and listed on
         Schedule 7.02;

                  (b) Investments held by the Borrower or such Subsidiary
         in the form of Cash Equivalents;

                  (c) advances to officers, directors and employees of the
         Borrower and Subsidiaries in an aggregate amount not to exceed
         $5,000,000 at any time outstanding, for travel, entertainment,
         relocation and analogous ordinary business purposes;

                  (d) Investments of the Borrower in any Guarantor and
         Investments of any Guarantor in the Borrower or in another Guarantor;

                  (e) Investments consisting of extensions of credit in the
         nature of accounts receivable or notes receivable arising from the
         grant of trade credit in the ordinary course of business, and
         Investments received in satisfaction or partial satisfaction thereof
         from financially troubled account debtors to the extent reasonably
         necessary in order to prevent or limit loss;

                  (f) Guarantees permitted by Section 7.03;

                  (g) Investments in joint ventures, if each of the following
         conditions is satisfied: (i) immediately before and after giving effect
         to such Investment, no Default shall have occurred and be continuing,
         (ii) the aggregate amount of each such Investment shall not exceed
         $50,000,000, and (iii) the aggregate amount of all such Investments
         during any fiscal year of the Borrower together with the aggregate
         amount of Acquisition Consideration for all Acquisitions permitted by
         Section 7.02(h) during any fiscal year of the Borrower shall not exceed
         $100,000,000;

                  (h) Investments as a result of Acquisitions, if each of the
         following conditions is satisfied: (i) immediately before and after
         giving effect to such Acquisition, no Default shall have occurred and
         be continuing, (ii) the aggregate amount of Acquisition Consideration
         for all Acquisitions during any fiscal year of the Borrower together
         with the aggregate amount of Investments permitted by Section 7.02(g)
         during any fiscal year of the Borrower shall not exceed $100,000,000,
         (iii) the Acquisition Consideration for any single transaction (whether
         in one transaction or a series of related transactions) shall not
         exceed $50,000,000, (iv) such Acquisition shall not be opposed by the
         board of directors or similar governing body of the Person or assets
         being acquired, and (v) if such Acquisition results in a Domestic
         Subsidiary, (A) such Subsidiary shall execute a Guaranty, (B) 100% of
         such Subsidiary's Equity Interests shall be pledged to secure the
         Obligations and (C) the Administrative Agent, on behalf of the Lenders,
         shall have


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         received such board resolutions, officer's certificates, opinions of
         counsel and Organization Documents with respect to such Subsidiary as
         the Administrative Agent shall reasonably request in connection with
         the actions described in clauses (A) and (B) above; and

                  (i) cash Investments consisting of Capital Expenditures
         provided (i) the aggregate amount of Capital Expenditures incurred in a
         transaction or series of related transactions shall not exceed
         $50,000,000 and (ii) the aggregate amount of all such Capital
         Expenditures during any fiscal year of the Borrower shall not exceed
         $100,000,000.

         Notwithstanding anything in this Section 7.02 or elsewhere in this
         Agreement to the contrary, in no event shall aggregate Investments in
         all Subsidiaries that are not Loan Parties or Pledged Foreign Entities,
         including Investments as a results of Acquisitions, exceed 10% of
         Consolidated Net Worth.

         7.03     INDEBTEDNESS.  Create, incur, assume or suffer to exist any
Indebtedness, except:

                  (a) Indebtedness under the Loan Documents;

                  (b) Indebtedness outstanding on the date hereof and listed on
         Schedule 7.03 and any refinancings, refundings, renewals or extensions
         thereof; provided that (i) the amount of such Indebtedness is not
         increased at the time of such refinancing, refunding, renewal or
         extension except by an amount equal to a reasonable premium or other
         reasonable amount paid, and fees and expenses reasonably incurred, in
         connection with such refinancing and by an amount equal to any existing
         commitments unutilized thereunder and (ii) the terms relating to
         principal amount, amortization, maturity, collateral (if any) and
         subordination (if any), and other material terms taken as a whole, of
         any such refinancing, refunding, renewing or extending Indebtedness,
         and of any agreement entered into and of any instrument issued in
         connection therewith, are no less favorable in any material respect to
         the Loan Parties or the Lenders than the terms of any agreement or
         instrument governing the Indebtedness being refinanced, refunded,
         renewed or extended and the interest rate applicable to any such
         refinancing, refunding, renewing or extending Indebtedness does not
         exceed the then applicable market interest rate;

                  (c) Guarantees of the Borrower or any Guarantor in respect of
         (i) Indebtedness otherwise permitted hereunder of the Borrower or any
         other Guarantor and (ii) Indebtedness of joint ventures (including the
         Guarantee in respect of the term loan of Deepwater Gateway, L.L.C. set
         forth on Schedule 7.03) in an aggregate amount not to exceed
         $100,000,000;

                  (d) obligations (contingent or otherwise) of the Borrower or
         any Subsidiary existing or arising under any Swap Contract, provided
         that (i) 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, investments, assets, or
         property held or reasonably anticipated by such Person, or changes in
         the value of securities issued by such Person, and not for purposes of
         speculation or taking a "market view;" and (ii) such Swap Contract does
         not contain any provision exonerating the non-



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         defaulting party from its obligation to make payments on outstanding
         transactions to the defaulting party;

                  (e) Indebtedness in respect of capital leases and purchase
         money obligations for fixed or capital assets within the limitations
         set forth in Section 7.01(i); provided, however, that the aggregate
         amount of all such Indebtedness at any one time outstanding shall not
         exceed $ 10,000,000;

                  (f) other unsecured Indebtedness in an aggregate principal
         amount not to exceed $5,000,000 at any time outstanding;

                  (g) Decommissioning Liabilities; and

                  (h) liabilities arising under the Title XI Debt.

         7.04 FUNDAMENTAL CHANGES. Other than a merger to effectuate a
reincorporation in another state of the United States upon 30 days prior written
notice to the Administrative Agent, merge, dissolve, liquidate, consolidate with
or into another Person, or Dispose of (whether in one transaction or in a series
of transactions) all or substantially all of its assets (whether now owned or
hereafter acquired) to or in favor of any Person, except that, so long as no
Default exists or would result therefrom:

                  (a) Subject to Section 7.02(g) and (h), any Subsidiary may
         merge with (i) the Borrower, provided that the Borrower shall be the
         continuing or surviving Person, or (ii) any one or more other
         Subsidiaries, provided that when any Guarantor is merging with another
         Subsidiary, the Guarantor shall be the continuing or surviving Person;
         and

                  (b) Subject to Section 7.05, any Subsidiary may Dispose of all
         or substantially all of its assets (upon voluntary liquidation or
         otherwise) to the Borrower or to another Subsidiary; provided that if
         the transferor in such a transaction is a Guarantor, then the
         transferee must either be the Borrower or a Guarantor.

         7.05     DISPOSITIONS.  Make any Disposition or enter into any
agreement to make any Disposition, except:

                  (a) Dispositions of obsolete or worn out property,
         whether now owned or hereafter acquired, in the ordinary course of
         business;

                  (b) Dispositions of inventory in the ordinary course of
         business;

                  (c) Dispositions of equipment or real property to the extent
         that (i) such property is exchanged for credit against the purchase
         price of similar replacement property or (ii) the proceeds of such
         Disposition are reasonably promptly applied to the purchase price of
         such replacement property;

                  (d) Dispositions of property by any Subsidiary to the
         Borrower or to Guarantor;

                  (e) Dispositions permitted by Section 7.04; and


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                  (f) Dispositions by the Borrower and its Subsidiaries not
         otherwise permitted under this Section 7.05; provided that (i) at the
         time of such Disposition, no Default shall exist or would result from
         such Disposition and (ii) the aggregate book value of all assets
         Disposed of in reliance on this clause (f) from and after the Closing
         Date shall not exceed 10% of the total book value of all assets of the
         Borrower and its Subsidiaries as of the end of the most recent fiscal
         quarter of the Borrower;

provided, however, that any Disposition pursuant to clauses (a) through (f)
shall be for fair market value.

         7.06 RESTRICTED PAYMENTS. Declare or make, directly or indirectly, any
Restricted Payment, or incur any obligation (contingent or otherwise) to do so,
except that, so long as no Default shall have occurred and be continuing at the
time of any action described below or would result therefrom:

                  (a) each Subsidiary may make Restricted Payments to the
         Borrower, the Guarantors and any other Person that owns an Equity
         Interest in such Subsidiary, ratably according to their respective
         holdings of the type of Equity Interest in respect of which such
         Restricted Payment is being made;

                  (b) the Borrower and each Subsidiary may declare and make
         dividend payments or other distributions payable solely in the common
         stock or other common Equity Interests of such Person;

                  (c) the Borrower and each Subsidiary may purchase, redeem or
         otherwise acquire Equity Interests issued by it with the proceeds
         received from the substantially concurrent issue of new shares of its
         common stock or other common Equity Interests;

                  (d) the Borrower may make payments of principal and interest
         on Indebtedness;

                  (e) the Borrower may redeem or convert the Convertible
         Preferred Stock; and

                  (f) the Borrower may make payments with respect to
         Decommissioning Liabilities.

         7.07 CHANGE IN NATURE OF BUSINESS. Engage in any material line of
business substantially different from those lines of business conducted by the
Borrower and its Subsidiaries on the date hereof or any business substantially
related or incidental thereto.

         7.08 TRANSACTIONS WITH AFFILIATES. Enter into any transaction of any
kind with any Affiliate of the Borrower (other than a Guarantor), whether or not
in the ordinary course of business, other than on fair and reasonable terms
substantially as favorable to the Borrower or such Subsidiary as would be
obtainable by the Borrower or such Subsidiary at the time in a comparable arm's
length transaction with a Person other than an Affiliate.

         7.09 BURDENSOME AGREEMENTS. Enter into any Contractual Obligation
(other than this Agreement or any other Loan Document) that (a) limits the
ability (i) of any Subsidiary to make Restricted Payments to the Borrower or any
Guarantor or to otherwise transfer property to the Borrower or any Guarantor,
(ii) of any Subsidiary to Guarantee the Indebtedness of the Borrower



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<PAGE>

or (iii) of the Borrower or any Subsidiary to create, incur, assume or suffer to
exist Liens on property of such Person; provided, however, that this clause
(iii) shall not prohibit any negative pledge incurred or provided in favor of
any holder of Indebtedness permitted under Section 7.03(e) solely to the extent
any such negative pledge relates to the property financed by or the subject of
such Indebtedness; or (b) requires the grant of a Lien to secure an obligation
of such Person if a Lien is granted to secure another obligation of such Person.

         7.10 USE OF PROCEEDS. Use the proceeds of any Credit Extension, whether
directly or indirectly, and whether immediately, incidentally or ultimately, to
purchase or carry margin stock (within the meaning of Regulation U of the FRB)
or to extend credit to others for the purpose of purchasing or carrying margin
stock or to refund indebtedness originally incurred for such purpose.

         7.11     FINANCIAL COVENANTS.


                  (a) MAXIMUM LEVERAGE RATIO.  Permit the Leverage Ratio as of
         the end of any fiscal quarter of the Borrower to be greater than 3.00
         to 1.00.

                  (b) MINIMUM FIXED COVERAGE RATIO.  Permit the Fixed Charge
         Coverage Ratio as of the end of any fiscal quarter of the Borrower
         to be less than 2.75 to 1.00.

                  (c) MINIMUM ASSET COVERAGE RATIO.  Permit the Asset Coverage
         Ratio as of the end of any fiscal quarter of the Borrower to be less
         than 1.20 to 1.00.

         7.12     SYNTHETIC LEASE OBLIGATIONS.  Create, incur, assume or suffer
to exist any Synthetic Lease Obligations.

                                  ARTICLE VIII.
                         EVENTS OF DEFAULT AND REMEDIES

         8.01     EVENTS OF DEFAULT.  Any of the following shall constitute an
Event of Default:

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

                  (b) Specific Covenants.  The Borrower fails to perform or
         observe any term, covenant or agreement contained in any of
         Section 6.03, 6.05, 6.10, 6.11 or 6.12 or Article VII; or

                  (c) Other Defaults.  Any Loan Party fails to perform or
         observe any other covenant or agreement (not specified in subsection
         (a) or (b) above) contained in any Loan Document on its part to be
         performed or observed and such failure continues for 30 days; or

                  (d) Representations and Warranties. Any representation,
         warranty, certification or statement of fact made or deemed made by or
         on behalf of the Borrower


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<PAGE>


         or any other Loan Party herein, in any other Loan Document, or in any
         document delivered in connection herewith or therewith shall be
         incorrect or misleading when made or deemed made in any material
         respect; or

                  (e) Cross-Default. (i) The Borrower or any Subsidiary (A)
         fails to make any payment when due (whether by scheduled maturity,
         required prepayment, acceleration, demand, or otherwise) in respect of
         any Indebtedness or Guarantee (other than Indebtedness hereunder and
         Indebtedness under 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 $2,500,000, or (B) fails to observe or
         perform any other agreement or condition relating to any such
         Indebtedness or Guarantee or contained in any instrument or agreement
         evidencing, securing or relating thereto, or any other event occurs,
         the effect of which default or other event is to cause, or to permit
         the holder or holders of such Indebtedness or the beneficiary or
         beneficiaries of such Guarantee (or a trustee or agent on behalf of
         such holder or holders or beneficiary or beneficiaries) to cause, with
         the giving of notice if required, such Indebtedness to be demanded or
         to become due or to be repurchased, prepaid, defeased or redeemed
         (automatically or otherwise), or an offer to repurchase, prepay,
         defease or redeem such Indebtedness to be made, prior to its stated
         maturity, or such Guarantee to become payable or cash collateral in
         respect thereof to be demanded; or (ii) there occurs under any Swap
         Contract an Early Termination Date (as defined in such Swap Contract)
         resulting from (A) any event of default under such Swap Contract as to
         which the Borrower or any Subsidiary is the Defaulting Party (as
         defined in such Swap Contract) or (B) any Termination Event (as so
         defined) under such Swap Contract as to which the Borrower or any
         Subsidiary is an Affected Party (as so defined) and, in either event,
         the Swap Termination Value owed by the Borrower or such Subsidiary as a
         result thereof is greater than $2,500,000; or

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

                  (g) Inability to Pay Debts; Attachment. (i) The Borrower or
         any Subsidiary becomes unable or admits in writing its inability or
         fails generally to pay its debts as they become due, or (ii) any writ
         or warrant of attachment or execution or similar process is issued or
         levied against all or any material part of the property of any such
         Person and is not released, vacated or fully bonded within 30 days
         after its issue or levy; or

                  (h) Judgments. There is entered against the Borrower or any
         Subsidiary (i) a final judgment or order for the payment of money in an
         aggregate amount exceeding $2,500,000 (to the extent not covered by
         independent third-party insurance as to which



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<PAGE>

         the insurer does not dispute coverage), or (ii) any one or more
         non-monetary final judgments that have, or could reasonably be expected
         to have, individually or in the aggregate, a Material Adverse Effect
         and, in either case, (A) enforcement proceedings are commenced by any
         creditor upon such judgment or order, or (B) there is a period of 10
         consecutive days during which a stay of enforcement of such judgment,
         by reason of a pending appeal or otherwise, is not in effect; or

                  (i) ERISA. (i) An ERISA Event occurs with respect to a Pension
         Plan or Multiemployer Plan which has resulted or could reasonably be
         expected to result in liability of the Borrower under Title IV of ERISA
         to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate
         amount in excess of $500,000, or (ii) the Borrower or any ERISA
         Affiliate fails to pay when due, after the expiration of any applicable
         grace period, any installment payment with respect to its withdrawal
         liability under Section 4201 of ERISA under a Multiemployer Plan in an
         aggregate amount in excess of $500,000; or

                  (j) Invalidity of Loan Documents. Any Loan Document, at any
         time after its execution and delivery and for any reason other than as
         expressly permitted hereunder or thereunder or satisfaction in full of
         all the Obligations, ceases to be in full force and effect; or any Loan
         Party or any other Person contests in any manner the validity or
         enforceability of any Loan Document; or any Loan Party denies that it
         has any or further liability or obligation under any Loan Document, or
         purports to revoke, terminate or rescind any Loan Document; or

                  (k) Business Disruption; Condemnation. There shall occur a
         cessation of a substantial part of the business of the Borrower for a
         period which significantly affects Borrower's capacity to continue its
         business, on a profitable basis; or Borrower shall suffer the loss or
         revocation of any license or permit now held or hereafter acquired by
         Borrower which is necessary to the continued or lawful operation of its
         business; or Borrower shall be enjoined, restrained or in any way
         prevented by court, governmental or administrative order from
         conducting all or any material part of its business affairs; or any
         material lease or agreement pursuant to which borrower leases, uses or
         occupies any Property shall be cancelled or termination prior to the
         expiration of its stated term.

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

         8.02     REMEDIES UPON EVENT OF DEFAULT.  If any Event of Default
occurs and is continuing, the Administrative Agent shall, at the request of, or
may, with the consent of, the Required Lenders, take any or all of the following
actions:

                  (a) declare the commitment of each Lender to make Loans and
         any obligation of the L/C Issuer to make L/C Credit Extensions to be
         terminated, whereupon such commitments and obligation shall be
         terminated;

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


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<PAGE>


                  (c)      require that the Borrower Cash Collateralize the
         L/C Obligations (in an amount equal to the then Outstanding Amount
         thereof); and

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

provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to the Borrower under the Bankruptcy Code of the
United States, the obligation of each Lender to make Loans and any obligation of
the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the
unpaid principal amount of all outstanding Loans and all interest and other
amounts as aforesaid shall automatically become due and payable, and the
obligation of the Borrower to Cash Collateralize the L/C Obligations as
aforesaid shall automatically become effective, in each case without further act
of the Administrative Agent or any Lender.

         8.03 APPLICATION OF FUNDS. After the exercise of remedies provided for
in Section 8.02 (or after the Loans have automatically become immediately due
and payable and the L/C Obligations have automatically been required to be Cash
Collateralized as set forth in the proviso to Section 8.02), any amounts
received on account of the Obligations shall be applied by the Administrative
Agent in the following order:

                  First, to payment of that portion of the Obligations
         constituting fees, indemnities, expenses and other amounts (including
         fees, charges and disbursements of counsel to the Administrative Agent
         and amounts payable under Article III) payable to the Administrative
         Agent in its capacity as such;

                  Second, to payment of that portion of the Obligations
         constituting fees, indemnities and other amounts (other than principal
         and interest) payable to the Lenders and the L/C Issuer (including
         fees, charges and disbursements of counsel to the respective Lenders
         and the L/C Issuer (including fees and time charges for attorneys who
         may be employees of any Lender or the L/C Issuer) and amounts payable
         under Article III), ratably among them in proportion to the amounts
         described in this clause Second payable to them;

                  Third, to payment of that portion of the Obligations
         constituting accrued and unpaid interest on the Loans, L/C Borrowings
         and other Obligations, ratably among the Lenders and the L/C Issuer in
         proportion to the respective amounts described in this clause Third
         payable to them;

                  Fourth, to payment of that portion of the Obligations
         constituting unpaid principal of the Loans and L/C Borrowings, ratably
         among the Lenders and the L/C Issuer in proportion to the respective
         amounts described in this clause Fourth held by them;

                  Fifth, to the Administrative Agent for the account of the L/C
         Issuer, to Cash Collateralize that portion of L/C Obligations comprised
         of the aggregate undrawn amount of Letters of Credit;

                  Sixth, to payment of Swap Obligations, ratably among the
         Guarantied Parties and Secured Lenders (as defined in the Guaranty and
         Pledge Agreement, respectively) in



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         proportion to the respective amounts described in this clause Sixth
         held by them; and

                  Last, the balance, if any, after all of the Obligations have
         been indefeasibly paid in full, to the Borrower or as otherwise
         required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate
undrawn amount of Letters of Credit pursuant to clause Fifth above shall be
applied to satisfy drawings under such Letters of Credit as they occur. If any
amount remains on deposit as Cash Collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to
the other Obligations, if any, in the order set forth above.

                                   ARTICLE IX.
                              ADMINISTRATIVE AGENT

         9.01     APPOINTMENT AND AUTHORITY.

         Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank
of America to act on its behalf as the Administrative Agent hereunder and under
the other Loan Documents and authorizes the Administrative Agent to take such
actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto. The provisions of this Article
are solely for the benefit of the Administrative Agent, the Lenders and the L/C
Issuer, and neither the Borrower nor any other Loan Party shall have rights as a
third party beneficiary of any of such provisions.

         9.02    RIGHTS AS A LENDER.  The Person serving as the Administrative
Agent hereunder shall have the same rights and powers in its capacity as a
Lender as any other Lender and may exercise the same as though it were not the
Administrative Agent and the term "Lender" or "Lenders" shall, unless otherwise
expressly indicated or unless the context otherwise requires, include the Person
serving as the Administrative Agent hereunder in its individual capacity. Such
Person and its Affiliates may accept deposits from, lend money to, act as the
financial advisor or in any other advisory capacity for and generally engage in
any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if such Person were not the Administrative Agent hereunder and
without any duty to account therefor to the Lenders.

         9.03     EXCULPATORY PROVISIONS.  The Administrative Agent shall not
have any duties or obligations except those expressly set forth herein and in
the other Loan Documents. Without limiting the generality of the foregoing, the
Administrative Agent:

                  (a) shall not be subject to any fiduciary or other implied
         duties, regardless of whether a Default has occurred and is continuing;

                  (b) shall not have any duty to take any discretionary action
         or exercise any discretionary powers, except discretionary rights and
         powers expressly contemplated hereby or by the other Loan Documents
         that the Administrative Agent is required to exercise as directed in
         writing by the Required Lenders (or such other number or percentage of
         the Lenders as shall be expressly provided for herein or in the other
         Loan Documents), provided that the Administrative Agent shall not be
         required to take any


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         action that, in its opinion or the opinion of its counsel, may expose
         the Administrative Agent to liability or that is contrary to any Loan
         Document or applicable law; and

                  (c) shall not, except as expressly set forth herein and in the
         other Loan Documents, have any duty to disclose, and shall not be
         liable for the failure to disclose, any information relating to the
         Borrower or any of its Affiliates that is communicated to or obtained
         by the Person serving as the Administrative Agent or any of its
         Affiliates in any capacity.

         The Administrative Agent shall not be liable for any action taken or
not taken by it (i) with the consent or at the request of the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary, or as
the Administrative Agent shall believe in good faith shall be necessary, under
the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence
of its own gross negligence or willful misconduct. The Administrative Agent
shall be deemed not to have knowledge of any Default unless and until notice
describing such Default is given to the Administrative Agent by the Borrower, a
Lender or the L/C Issuer.

         The Administrative Agent shall not be responsible for or have any duty
to ascertain or inquire into (i) any statement, warranty or representation made
in or in connection with this Agreement or any other Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan
Document or any other agreement, instrument or document or (v) the satisfaction
of any condition set forth in Article IV or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to the
Administrative Agent.

         9.04     RELIANCE BY ADMINISTRATIVE AGENT.

         The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed by
it to be genuine and to have been signed, sent or otherwise authenticated by the
proper Person. The Administrative Agent also may rely upon any statement made to
it orally or by telephone and believed by it to have been made by the proper
Person, and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to the making of a Loan, or the issuance
of a Letter of Credit, that by its terms must be fulfilled to the satisfaction
of a Lender or the L/C Issuer, the Administrative Agent may presume that such
condition is satisfactory to such Lender or the L/C Issuer unless the
Administrative Agent shall have received notice to the contrary from such Lender
or the L/C Issuer prior to the making of such Loan or the issuance of such
Letter of Credit. The Administrative Agent may consult with legal counsel (who
may be counsel for the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.

         9.05 DELEGATION OF DUTIES. The Administrative Agent may perform any and
all of its duties and exercise its rights and powers hereunder or under any
other Loan Document by or through any one or more sub-agents appointed by the
Administrative Agent. The Administrative


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

         9.06 RESIGNATION OF ADMINISTRATIVE AGENT. The Administrative Agent may
at any time give notice of its resignation to the Lenders, the L/C Issuer and
the Borrower. Upon receipt of any such notice of resignation, the Required
Lenders shall have the right, in consultation with the Borrower, to appoint a
successor, which shall be a bank with an office in the United States, or an
Affiliate of any such bank with an office in the United States. If no such
successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent may on
behalf of the Lenders and the L/C Issuer, appoint a successor Administrative
Agent meeting the qualifications set forth above; provided that if the
Administrative Agent shall notify the Borrower and the Lenders that no
qualifying Person has accepted such appointment, then such resignation shall
nonetheless become effective in accordance with such notice and (1) the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder and under the other Loan Documents (except that in the case of any
collateral security held by the Administrative Agent on behalf of the Lenders or
the L/C Issuer under any of the Loan Documents, the retiring Administrative
Agent shall continue to hold such collateral security until such time as a
successor Administrative Agent is appointed) and (2) all payments,
communications and determinations provided to be made by, to or through the
Administrative Agent shall instead be made by or to each Lender and the L/C
Issuer directly, until such time as the Required Lenders appoint a successor
Administrative Agent as provided for above in this Section. Upon the acceptance
of a successor's appointment as Administrative Agent hereunder, such successor
shall succeed to and become vested with all of the rights, powers, privileges
and duties of the retiring (or retired) Administrative Agent, and the retiring
Administrative Agent shall be discharged from all of its duties and obligations
hereunder or under the other Loan Documents (if not already discharged therefrom
as provided above in this Section). The fees payable by the Borrower to a
successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Borrower and such successor.
After the retiring Administrative Agent's resignation hereunder and under the
other Loan Documents, the provisions of this Article and Section 10.04 shall
continue in effect for the benefit of such retiring Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while the retiring Administrative Agent
was acting as Administrative Agent.

         Any resignation by Bank of America as Administrative Agent pursuant to
this Section shall also constitute its resignation as L/C Issuer and Swing Line
Lender. Upon the acceptance of a successor's appointment as Administrative Agent
hereunder, (a) such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line
Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged
from all of their respective duties and obligations hereunder or under the other
Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit
in substitution for the Letters of Credit, if any, outstanding at the time of
such succession or make other arrangement satisfactory to the retiring L/C
Issuer to effectively assume the obligations of the retiring L/C Issuer with
respect to such Letters of Credit.


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         9.07 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS. Each
Lender and the L/C Issuer acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender or any of their
Related Parties and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender and the L/C Issuer also acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other
Lender or any of their Related Parties and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or any related agreement or any document furnished
hereunder or thereunder.

         9.08 NO OTHER DUTIES, ETC. Anything herein to the contrary
notwithstanding, none of the Bookmanagers, Arrangers, Syndication Agent or
Documentation Agent or listed on the cover page hereof shall have any powers,
duties or responsibilities under this Agreement or any of the other Loan
Documents, except in its capacity, as applicable, as the Administrative Agent, a
Lender or the L/C Issuer hereunder.

         9.09 ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to any Loan Party, the Administrative Agent (irrespective of
whether the principal of any Loan or L/C Obligation shall then be due and
payable as herein expressed or by declaration or otherwise and irrespective of
whether the Administrative Agent shall have made any demand on the Borrower)
shall be entitled and empowered, by intervention in such proceeding or otherwise

                  (a) to file and prove a claim for the whole amount of the
         principal and interest owing and unpaid in respect of the Loans, L/C
         Obligations and all other Obligations that are owing and unpaid and to
         file such other documents as may be necessary or advisable in order to
         have the claims of the Lenders, the L/C Issuer and the Administrative
         Agent (including any claim for the reasonable compensation, expenses,
         disbursements and advances of the Lenders, the L/C Issuer and the
         Administrative Agent and their respective agents and counsel and all
         other amounts due the Lenders, the L/C Issuer and the Administrative
         Agent under Sections 2.03(i) and (j), 2.09 and 10.04) allowed in such
         judicial proceeding; and

                  (b) to collect and receive any monies or other property
         payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender and the L/C Issuer to make such payments to the Administrative Agent
and, in the event that the Administrative Agent shall consent to the making of
such payments directly to the Lenders and the L/C Issuer, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Administrative Agent and its agents and
counsel, and any other amounts due the Administrative Agent under Sections 2.09
and 10.04.

         Nothing contained herein shall be deemed to authorize the
Administrative Agent to authorize or consent to or accept or adopt on behalf of
any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment
or composition affecting the Obligations or the rights


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of any Lender or to authorize the Administrative Agent to vote in respect of the
claim of any Lender in any such proceeding.

         9.10     COLLATERAL AND GUARANTY MATTERS.  The Lenders and the L/C
Issuer irrevocably authorize the Administrative Agent, at its option and in its
discretion,

                  (a) to release any Lien on any property granted to or held by
         the Administrative Agent under any Loan Document (i) upon termination
         of the Aggregate Commitments and payment in full of all Obligations
         (other than contingent indemnification obligations) and the expiration
         or termination of all Letters of Credit, (ii) that is sold or to be
         sold as part of or in connection with any sale permitted hereunder or
         under any other Loan Document, or (iii) subject to Section 10.01, if
         approved, authorized or ratified in writing by the Required Lenders;
         and

                  (b) to release any Guarantor from its obligations under the
         Guaranty if such Person ceases to be a Subsidiary as a result of a
         transaction permitted hereunder.

         Upon request by the Administrative Agent at any time, the Required
Lenders will confirm in writing the Administrative Agent's authority to release
or subordinate its interest in particular types or items of property, or to
release any Guarantor from its obligations under the Guaranty pursuant to this
Section 9.10.

                                   ARTICLE X.
                                  MISCELLANEOUS

         10.01 AMENDMENTS, ETC. No amendment or waiver of any provision of this
Agreement or any other Loan Document, and no consent to any departure by the
Borrower or any other Loan Party therefrom, shall be effective unless in writing
signed by the Required Lenders and the Borrower or the applicable Loan Party, as
the case may be, and acknowledged by the Administrative Agent, and each such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no such amendment,
waiver or consent shall:

                  (a) waive any condition set forth in Section 4.01(a) without
         the written consent of each Lender;

                  (b) extend or increase the Commitment of any Lender (or
         reinstate any Commitment terminated pursuant to Section 8.02) without
         the written consent of such Lender;

                  (c) postpone 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 without the written consent of each Lender directly
         affected thereby;

                  (d) reduce the principal of, or the rate of interest specified
         herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the
         second proviso to this Section 10.01) any fees or other amounts payable
         hereunder or under any other Loan Document without the written consent
         of each Lender directly affected thereby; provided, however, that only
         the consent of the Required Lenders shall be necessary (i) to amend the
         definition of


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         "Default Rate" or to waive any obligation of the Borrower
         to pay interest or Letter of Credit Fees at the Default Rate or (ii) to
         amend any financial covenant hereunder (or any defined term used
         therein) even if the effect of such amendment would be to reduce the
         rate of interest on any Loan or L/C Borrowing or to reduce any fee
         payable hereunder;

                  (e) change Section 2.13 or Section 8.03 in a manner that would
         alter the pro rata sharing of payments required thereby without the
         written consent of each Lender;

                  (f) change any provision of this Section or the definition of
         "Required Lenders" or any other provision hereof specifying the number
         or percentage of Lenders required to amend, waive or otherwise modify
         any rights hereunder or make any determination or grant any consent
         hereunder, without the written consent of each Lender;

                  (g) release all or substantially all of the Guarantors from
         the Guaranty without the written consent of each Lender; or

                  (h) release all or substantially all of the Collateral in any
         transaction or series of related transactions, without the written
         consent of each Lender;

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the L/C Issuer in addition to the Lenders required above,
affect the rights or duties of the L/C Issuer under this Agreement or any Issuer
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 Swing
Line Lender in addition to the Lenders required above, affect the rights or
duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver
or consent shall, unless in writing and signed by the Administrative Agent in
addition to the Lenders required above, affect the rights or duties of the
Administrative Agent 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 only by the parties thereto. Notwithstanding anything to the
contrary herein, no Defaulting Lender shall have any right to approve or
disapprove any amendment, waiver or consent hereunder, except that the
Commitment of such Lender may not be increased or extended without the consent
of such Lender.

Notwithstanding anything in this Section 10.01 or elsewhere in this Agreement to
the contrary, each Lender agrees to execute an Incremental Loan Amendment to
provide for the Incremental Term Loan, subject to the provisions of Section
2.14.

         10.02    NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION.

                  (a) Notices Generally. Except in the case of notices and other
         communications expressly permitted to be given by telephone (and except
         as provided in subsection (b) below), all notices and other
         communications provided for herein shall be in writing and shall be
         delivered by hand or overnight courier service, mailed by certified or
         registered mail or sent by telecopier as follows, and all notices and
         other communications expressly permitted hereunder to be given by
         telephone shall be made to the applicable telephone number, as follows:


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<PAGE>

                           (i) if to the Borrower, the Administrative Agent, the
                  L/C Issuer or the Swing Line Lender to the address, telecopier
                  number, electronic mail address or telephone number specified
                  for such Person on Schedule 10.02; and

                           (ii) if to any other Lender, to the address,
                  telecopier number, electronic mail address or telephone number
                  specified in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or
registered mail, shall be deemed to have been given when received; notices sent
by telecopier shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next business day for the
recipient). Notices delivered through electronic communications to the extent
provided in subsection (b) below, shall be effective as provided in such
subsection (b).

                  (b) Electronic Communications. Notices and other
         communications to the Lenders and the L/C Issuer hereunder may be
         delivered or furnished by electronic communication (including e-mail
         and Internet or intranet websites) pursuant to procedures approved by
         the Administrative Agent, provided that the foregoing shall not apply
         to notices to any Lender or the L/C Issuer pursuant to Article II if
         such Lender or the L/C Issuer, as applicable, has notified the
         Administrative Agent that it is incapable of receiving notices under
         such Article by electronic communication. The Administrative Agent or
         the Borrower may, in its discretion, agree to accept notices and other
         communications to it hereunder by electronic communications pursuant to
         procedures approved by it, provided that approval of such procedures
         may be limited to particular notices or communications.

         Unless the Administrative Agent otherwise prescribes, (i) notices and
other communications sent to an e-mail address shall be deemed received upon the
sender's receipt of an acknowledgement from the intended recipient (such as by
the "return receipt requested" function, as available, return e-mail or other
written acknowledgement), provided that if such notice or other communication is
not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next business day for the recipient, and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the
deemed receipt by the intended recipient at its e-mail address as described in
the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.

                  (c) Change of Address, Etc. Each of the Borrower, the
         Administrative Agent, the L/C Issuer and the Swing Line Lender may
         change its address, telecopier or telephone number for notices and
         other communications hereunder by notice to the other parties hereto.
         Each other Lender may change its address, telecopier or telephone
         number for notices and other communications hereunder by notice to the
         Borrower, the Administrative Agent and the L/C Issuer and the Swing
         Line Lender.

                  (d) Reliance by Administrative Agent, L/C Issuer and Lenders.
         The Administrative Agent, the L/C Issuer and the Lenders shall be
         entitled to rely and act upon any notices (including telephonic
         Revolving Loan Notices and Swing Line Loan Notices) purportedly given
         by or on behalf of the Borrower even if (i) such notices were not made
         in a manner specified herein, were incomplete or were not preceded or
         followed


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<PAGE>

         by any other form of notice specified herein, or (ii) the terms
         thereof, as understood by the recipient, varied from any confirmation
         thereof. The Borrower shall indemnify the Administrative Agent, the
         L/C Issuer, each Lender and the Related Parties of each of them from
         all losses, costs, expenses and liabilities resulting from the
         reliance by such Person on each notice purportedly given by or on
         behalf of the Borrower. All telephonic notices to and other telephonic
         communications with the Administrative Agent may be recorded by the
         Administrative Agent, and each of the parties hereto hereby consents
         to such recording.

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

         10.04    EXPENSES; INDEMNITY; DAMAGE WAIVER.

                  (a) Costs and Expenses. The Borrower shall pay (i) all
         reasonable out-of-pocket expenses incurred by the Administrative Agent
         and its Affiliates (including the reasonable fees, charges and
         disbursements of counsel for the Administrative Agent), in connection
         with the syndication of the credit facilities provided for herein, the
         preparation, negotiation, execution, delivery and administration of
         this Agreement and the other Loan Documents or any amendments,
         modifications or waivers of the provisions hereof or thereof (whether
         or not the transactions contemplated hereby or thereby shall be
         consummated), (ii) all reasonable out-of-pocket expenses incurred by
         the L/C Issuer in connection with the issuance, amendment, renewal or
         extension of any Letter of Credit or any demand for payment thereunder
         and (iii) all out-of-pocket expenses incurred by the Administrative
         Agent, any Lender or the L/C Issuer (including the fees, charges and
         disbursements of any counsel for the Administrative Agent, any Lender
         or the L/C Issuer), and shall pay all fees and time charges for
         attorneys who may be employees of the Administrative Agent, any Lender
         or the L/C Issuer, in connection with the enforcement or protection of
         its rights (A) in connection with this Agreement and the other Loan
         Documents, including its rights under this Section, or (B) in
         connection with the Loans made or Letters of Credit issued hereunder,
         including all such out-of-pocket expenses incurred during any workout,
         restructuring or negotiations in respect of such Loans or Letters of
         Credit.

                  (b) INDEMNIFICATION BY THE BORROWER. THE BORROWER SHALL
         INDEMNIFY THE ADMINISTRATIVE AGENT (AND ANY SUB-AGENT THEREOF), EACH
         LENDER AND THE L/C ISSUER, AND EACH RELATED PARTY OF ANY OF THE
         FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN "INDEMNITEE")
         AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES,
         CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES (INCLUDING THE
         REASONABLE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY
         INDEMNITEE), AND SHALL INDEMNIFY AND HOLD HARMLESS EACH INDEMNITEE FROM
         ALL FEES AND TIME CHARGES AND DISBURSEMENTS FOR ATTORNEYS WHO


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<PAGE>

         MAY BE EMPLOYEES OF ANY INDEMNITEE, INCURRED BY ANY INDEMNITEE OR
         ASSERTED AGAINST ANY INDEMNITEE BY ANY THIRD PARTY OR BY THE BORROWER
         OR ANY OTHER LOAN PARTY ARISING OUT OF, IN CONNECTION WITH, OR AS A
         RESULT OF (I) THE EXECUTION OR DELIVERY OF THIS AGREEMENT, ANY OTHER
         LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR
         THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OF THEIR RESPECTIVE
         OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE
         TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (II) ANY LOAN OR LETTER
         OF CREDIT OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM
         (INCLUDING ANY REFUSAL BY THE L/C ISSUER TO HONOR A DEMAND FOR PAYMENT
         UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH
         SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF
         CREDIT), (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS
         MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY THE BORROWER OR
         ANY OF ITS SUBSIDIARIES, OR ANY ENVIRONMENTAL LIABILITY RELATED IN ANY
         WAY TO THE BORROWER OR ANY OF ITS SUBSIDIARIES, OR (IV) ANY ACTUAL OR
         PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO
         ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
         THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY THE BORROWER OR ANY
         OTHER LOAN PARTY, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY
         THERETO, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE
         OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF
         THE INDEMNITEE; PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY
         INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS,
         DAMAGES, LIABILITIES OR RELATED EXPENSES (X) ARE DETERMINED BY A COURT
         OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE
         RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH
         INDEMNITEE OR (Y) RESULT FROM A CLAIM BROUGHT BY THE BORROWER OR ANY
         OTHER LOAN PARTY AGAINST AN INDEMNITEE FOR BREACH IN BAD FAITH OF SUCH
         INDEMNITEE'S OBLIGATIONS HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT,
         IF THE BORROWER OR SUCH LOAN PARTY HAS OBTAINED A FINAL AND
         NONAPPEALABLE JUDGMENT IN ITS FAVOR ON SUCH CLAIM AS DETERMINED BY A
         COURT OF COMPETENT JURISDICTION.

                  (c) Reimbursement by Lenders. To the extent that the Borrower
         for any reason fails to indefeasibly pay any amount required under
         subsection (a) or (b) of this Section to be paid by it to the
         Administrative Agent (or any sub-agent thereof), the L/C Issuer or any
         Related Party of any of the foregoing, each Lender severally agrees to
         pay to the Administrative Agent (or any such sub-agent), the L/C Issuer
         or such Related Party, as the case may be, such Lender's Applicable
         Percentage (determined as of the time that the applicable unreimbursed
         expense or indemnity payment is sought) of such unpaid amount, provided
         that the unreimbursed expense or indemnified loss, claim, damage,
         liability or related expense, as the case may be, was incurred by or
         asserted


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         against the Administrative Agent (or any such sub-agent) or the L/C
         Issuer in its capacity as such, or against any Related Party of any of
         the foregoing acting for the Administrative Agent (or any such
         sub-agent) or L/C Issuer in connection with such capacity. The
         obligations of the Lenders under this subsection (c) are subject to
         the provisions of Section 2.12(d).

                  (d) Waiver of Consequential Damages, Etc. To the fullest
         extent permitted by applicable law, the Borrower shall not assert, and
         hereby waives, any claim against any Indemnitee, on any theory of
         liability, for special, indirect, consequential or punitive damages (as
         opposed to direct or actual damages) arising out of, in connection
         with, or as a result of, this Agreement, any other Loan Document or any
         agreement or instrument contemplated hereby, the transactions
         contemplated hereby or thereby, any Loan or Letter of Credit or the use
         of the proceeds thereof. No Indemnitee referred to in subsection (b)
         above shall be liable for any damages arising from the use by
         unintended recipients of any information or other materials distributed
         by it through telecommunications, electronic or other information
         transmission systems in connection with this Agreement or the other
         Loan Documents or the transactions contemplated hereby or thereby.

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

                  (f) Survival. The agreements in this Section shall survive the
         resignation of the Administrative Agent and the L/C Issuer, the
         replacement of any Lender, the termination of the Aggregate Commitments
         and the repayment, satisfaction or discharge of all the other
         Obligations.

         10.05 PAYMENTS SET ASIDE. To the extent that any payment by or on
behalf of the Borrower is made to the Administrative Agent, the L/C Issuer or
any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises
its right of setoff, and such payment or the proceeds of such setoff or any part
thereof is subsequently invalidated, declared to be fraudulent or preferential,
set aside or required (including pursuant to any settlement entered into by the
Administrative Agent, the L/C Issuer or such Lender in its discretion) to be
repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of
such recovery, the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such setoff had not occurred, and (b) each Lender
and the L/C Issuer severally agrees to pay to the Administrative Agent upon
demand its applicable share (without duplication) of any amount so recovered
from or repaid by the Administrative Agent, plus interest thereon from the date
of such demand to the date such payment is made at a rate per annum equal to the
Federal Funds Rate from time to time in effect. The obligations of the Lenders
and the L/C Issuer under clause (b) of the preceding sentence shall survive the
payment in full of the Obligations and the termination of this Agreement.

         10.06    SUCCESSORS AND ASSIGNS.

                  (a) Successors and Assigns Generally. The provisions of this
         Agreement shall be binding upon and inure to the benefit of the parties
         hereto and their respective successors and assigns permitted hereby,
         except that neither the Borrower nor any other


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<PAGE>

         Loan Party may assign or otherwise transfer any of its rights or
         obligations hereunder without the prior written consent of the
         Administrative Agent and each Lender and no Lender may assign or
         otherwise transfer any of its rights or obligations hereunder except
         (i) to an Eligible Assignee in accordance with the provisions of
         subsection (b) of this Section, (ii) by way of participation in
         accordance with the provisions of subsection (d) of this Section, or
         (iii) by way of pledge or assignment of a security interest subject to
         the restrictions of subsection (f) of this Section (and any other
         attempted assignment or transfer by any party hereto shall be null and
         void). Nothing in this Agreement, expressed or implied, shall be
         construed to confer upon any Person (other than the parties hereto,
         their respective successors and assigns permitted hereby, Participants
         to the extent provided in subsection (d) of this Section and, to the
         extent expressly contemplated hereby, the Related Parties of each of
         the Administrative Agent, the L/C Issuer and the Lenders) any legal or
         equitable right, remedy or claim under or by reason of this Agreement.

                  (b) Assignments by Lenders. Any Lender may at any time assign
         to one or more Eligible Assignees all or a portion of its rights and
         obligations under this Agreement (including all or a portion of its
         Commitment and the Loans (including for purposes of this subsection
         (b), participations in L/C Obligations and in Swing Line Loans) at the
         time owing to it); provided that

                           (i) except in the case of an assignment of the entire
                  remaining amount of the assigning Lender's Commitment and the
                  Loans at the time owing to it or in the case of an assignment
                  to a Lender or an Affiliate of a Lender or an Approved Fund
                  with respect to a Lender, the aggregate amount of the
                  Commitment (which for this purpose includes Loans outstanding
                  thereunder) or, if the Commitment is not then in effect, the
                  principal outstanding balance of the Loans of the assigning
                  Lender subject to each such assignment, determined as of the
                  date the Assignment and Assumption with respect to such
                  assignment is delivered to the Administrative Agent or, if
                  "Trade Date" is specified in the Assignment and Assumption, as
                  of the Trade Date, shall not be less than $5,000,000 unless
                  each of the Administrative Agent and, so long as no Event of
                  Default has occurred and is continuing, the Borrower otherwise
                  consents (each such consent not to be unreasonably withheld or
                  delayed);

                           (ii) each partial assignment shall be made as an
                  assignment of a proportionate part of all the assigning
                  Lender's rights and obligations under this Agreement with
                  respect to the Loans or the Commitment assigned, except that
                  this clause (ii) shall not apply to rights in respect of Swing
                  Line Loans;;

                           (iii) any assignment of a Commitment must be approved
                  by the Administrative Agent, the L/C Issuer and the Swing Line
                  Lender unless the Person that is the proposed assignee is
                  itself a Lender (whether or not the proposed assignee would
                  otherwise qualify as an Eligible Assignee); and

                           (iv) the parties to each assignment shall execute and
                  deliver to the Administrative Agent an Assignment and
                  Assumption, together with a processing and recordation fee of
                  $3,500 (provided that no processing fee shall be required for
                  any assignment by a Lender to any of its Affiliates), and the
                  Eligible Assignee,


                                       81
<PAGE>

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

Subject to acceptance and recording thereof by the Administrative Agent pursuant
to subsection (c) of this Section, from and after the effective date specified
in each Assignment and Assumption, the Eligible Assignee thereunder shall be a
party to this Agreement and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with
respect to facts and circumstances occurring prior to the effective date of such
assignment). Upon request, the Borrower (at its expense) shall execute and
deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
subsection shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
subsection (d) of this Section.

                  (c) Register. The Administrative Agent, acting solely for this
         purpose as an agent of the Borrower, shall maintain at the
         Administrative Agent's Office a copy of each Assignment and Assumption
         delivered to it and a register for the recordation of the names and
         addresses of the Lenders, and the Commitments of, and principal amounts
         of the Loans and L/C Obligations owing to, each Lender pursuant to the
         terms hereof from time to time (the "Register"). The entries in the
         Register shall be conclusive, and the Borrower, the Administrative
         Agent and the Lenders may treat each Person whose name is recorded in
         the Register pursuant to the terms hereof as a Lender hereunder for all
         purposes of this Agreement, notwithstanding notice to the contrary. The
         Register shall be available for inspection by each of the Borrower and
         the L/C Issuer at any reasonable time and from time to time upon
         reasonable prior notice. In addition, at any time that a request for a
         consent for a material or substantive change to the Loan Documents is
         pending, any Lender wishing to consult with other Lenders in connection
         therewith may request and receive from the Administrative Agent a copy
         of the Register.

                  (d) Participations. Any Lender may at any time, without the
         consent of, or notice to, the Borrower or the Administrative Agent,
         sell participations to any Person (other than a natural person or the
         Borrower or any of the Borrower's Affiliates or Subsidiaries) (each, a
         "Participant") in all or a portion of such Lender's rights and/or
         obligations under this Agreement (including all or a portion of its
         Commitment and/or the Loans (including such Lender's participations in
         L/C Obligations and/or Swing Line Loans) owing to it); provided that
         (i) such Lender's obligations under this Agreement shall remain
         unchanged, (ii) such Lender shall remain solely responsible to the
         other parties hereto for the performance of such obligations and (iii)
         the Borrower, the Administrative Agent, the Lenders and the L/C Issuer
         shall continue to deal solely and directly with such Lender in
         connection with such Lender's rights and obligations under this
         Agreement.

         Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any


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<PAGE>

amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not, without
the consent of the Participant, agree to any amendment, waiver or other
modification described in the first proviso to Section 10.01 that directly
affects such Participant. Subject to subsection (e) of this Section, the
Borrower agrees that each Participant shall be entitled to the benefits of
Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to subsection (b) of this Section.
To the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 10.08 as though it were a Lender, provided such Participant
agrees to be subject to Section 2.13 as though it were a Lender.

                  (e) Limitations upon Participant Rights. A Participant shall
         not be entitled to receive any greater payment under Section 3.01 or
         3.04 than the applicable Lender would have been entitled to receive
         with respect to the participation sold to such Participant, unless the
         sale of the participation to such Participant is made with the
         Borrower's prior written consent. A Participant that would be a Foreign
         Lender if it were a Lender shall not be entitled to the benefits of
         Section 3.01 unless the Borrower is notified of the participation sold
         to such Participant and such Participant agrees, for the benefit of the
         Borrower, to comply with Section 3.01(e) as though it were a Lender.

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

                  (g) Electronic Execution of Assignments. The words
         "execution," "signed," "signature," and words of like import in any
         Assignment and Assumption shall be deemed to include electronic
         signatures or the keeping of records in electronic form, each of which
         shall be of the same legal effect, validity or enforceability as a
         manually executed signature or the use of a paper-based recordkeeping
         system, as the case may be, to the extent and as provided for in any
         applicable law, including the Federal Electronic Signatures in Global
         and National Commerce Act, the New York State Electronic Signatures and
         Records Act, or any other similar state laws based on the Uniform
         Electronic Transactions Act.

                  (h) Resignation as L/C Issuer or Swing Line Lender after
         Assignment. Notwithstanding anything to the contrary contained herein,
         if at any time Bank of America assigns all of its Commitment and Loans
         pursuant to subsection (b) above, Bank of America may, (i) upon 30
         days' notice to the Borrower and the Lenders, resign as L/C Issuer
         and/or (ii) upon 30 days' notice to the Borrower, resign as Swing Line
         Lender. In the event of any such resignation as L/C Issuer or Swing
         Line Lender, the Borrower shall be entitled to appoint from among the
         Lenders a successor L/C Issuer or Swing Line Lender hereunder;
         provided, however, that no failure by the Borrower to appoint any such
         successor shall affect the resignation of Bank of America as L/C Issuer
         or Swing Line Lender, as the case may be. If Bank of America resigns as
         L/C Issuer, it shall retain all the rights and obligations of the L/C
         Issuer hereunder with respect to all Letters of Credit outstanding as
         of the effective date of its resignation as L/C Issuer and all L/C
         Obligations with respect thereto (including the right to require the
         Lenders to make Base


                                       83
<PAGE>

         Rate Loans or fund risk participations in Unreimbursed Amounts
         pursuant to Section 2.03(c)). If Bank of America resigns as Swing Line
         Lender, it shall retain all the rights of the Swing Line Lender
         provided for hereunder with respect to Swing Line Loans made by it and
         outstanding as of the effective date of such resignation, including
         the right to require the Lenders to make Base Rate Loans or fund risk
         participations in outstanding Swing Line Loans pursuant to Section
         2.04(c).

         10.07 TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY. Each of the
Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its Affiliates and to its Affiliates' respective
partners, directors, officers, employees, agents, advisors and representatives
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any regulatory
authority purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners), (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party hereto, (e) in connection with the
exercise of any remedies hereunder or under any other Loan Document or any
action or proceeding relating to this Agreement or any other Loan Document or
the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i)
any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement or (ii) any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction
relating to the Borrower and its obligations, (g) with the consent of the
Borrower or (h) to the extent such Information (x) becomes publicly available
other than as a result of a breach of this Section or (y) becomes available to
the Administrative Agent, any Lender, the L/C Issuer or any of their respective
Affiliates on a nonconfidential basis from a source other than the Borrower.

         For purposes of this Section, "Information" means all information
received from the Borrower or any Subsidiary relating to the Borrower or any
Subsidiary or any of their respective businesses, other than any such
information that is available to the Administrative Agent, any Lender or the L/C
Issuer on a nonconfidential basis prior to disclosure by the Borrower or any
Subsidiary, provided that, in the case of information received from the Borrower
or any Subsidiary after the date hereof, such information is clearly identified
at the time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

         10.08 RIGHT OF SETOFF. If an Event of Default shall have occurred and
be continuing, each Lender, the L/C Issuer and each of their respective
Affiliates is hereby authorized at any time and from time to time, to the
fullest extent permitted by applicable law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final, in whatever
currency) at any time held and other obligations (in whatever currency) at any
time owing by such Lender, the L/C Issuer or any such Affiliate to or for the
credit or the account of the Borrower or any other Loan Party against any and
all of the obligations of the Borrower or such Loan Party now or hereafter
existing under this Agreement or any other Loan Document to such Lender or the
L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall
have made any demand under this Agreement or any other Loan Document and
although such


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<PAGE>

obligations of the Borrower or such Loan Party may be contingent or unmatured or
are owed to a branch or office of such Lender or the L/C Issuer different from
the branch or office holding such deposit or obligated on such indebtedness. The
rights of each Lender, the L/C Issuer and their respective Affiliates under this
Section are in addition to other rights and remedies (including other rights of
setoff) that such Lender, the L/C Issuer or their respective Affiliates may
have. Each Lender and the L/C Issuer agrees to notify the Borrower and the
Administrative Agent promptly after any such setoff and application, provided
that the failure to give such notice shall not affect the validity of such
setoff and application.

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

         10.10 COUNTERPARTS; INTEGRATION; EFFECTIVENESS. This Agreement may be
executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement and the other
Loan Documents constitute the entire contract among the parties relating to the
subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except
as provided in Section 4.01, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent
shall have received counterparts hereof that, when taken together, bear the
signatures of each of the other parties hereto. Delivery of an executed
counterpart of a signature page of this Agreement by telecopy shall be effective
as delivery of a manually executed counterpart of this Agreement.

         10.11 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by
the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default at the time of any Credit Extension, and shall continue in full
force and effect as long as any Loan or any other Obligation hereunder shall
remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

         10.12 SEVERABILITY. If any provision of this Agreement or the other
Loan Documents is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this
Agreement and the other Loan Documents shall not be affected or impaired thereby
and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic
effect of which


                                       85






<PAGE>
comes as close as possible to that of the illegal, invalid or unenforceable
provisions. The invalidity of a provision in a particular jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.

         10.13 REPLACEMENT OF LENDERS. If any Lender requests compensation under
Section 3.04, or if the Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.01, or if any Lender is a Defaulting Lender then the Borrower may, at
its sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in, and consents
required by, Section 10.06), all of its interests, rights and obligations under
this Agreement and the related Loan Documents to an assignee that shall assume
such obligations (which assignee may be another Lender, if a Lender accepts such
assignment), provided that:

                  (a) the Borrower shall have paid to the Administrative Agent
         the assignment fee specified in Section 10.06(b);

                  (b) such Lender shall have received payment of an amount equal
         to the outstanding principal of its Loans and L/C Advances, accrued
         interest thereon, accrued fees and all other amounts payable to it
         hereunder and under the other Loan Documents (including any amounts
         under Section 3.05) from the assignee (to the extent of such
         outstanding principal and accrued interest and fees) or the Borrower
         (in the case of all other amounts);

                  (c) in the case of any such assignment resulting from a claim
         for compensation under Section 3.04 or payments required to be made
         pursuant to Section 3.01, such assignment will result in a reduction in
         such compensation or payments thereafter; and

                  (d) such assignment does not conflict with applicable Laws.

         A Lender shall not be required to make any such assignment or
delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Borrower to require such assignment
and delegation cease to apply.

         10.14    GOVERNING LAW; JURISDICTION; ETC.

                  (a) GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
         CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF TEXAS.

                  (b) The parties hereto agree that Chapter 346 (other than
         Section 346.004) of the Texas Finance Code (which regulates certain
         revolving credit accounts and revolving tri-party accounts) shall not
         apply to the Loans or the other Obligations.

                  (c) SUBMISSION TO JURISDICTION. THE BORROWER AND EACH OTHER
         LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS
         PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE
         OF TEXAS SITTING IN DALLAS COUNTY AND OF THE UNITED STATES DISTRICT
         COURT OF THE NORTHERN DISTRICT OF


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<PAGE>

         TEXAS, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR
         PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
         LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND
         EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT
         ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD
         AND DETERMINED IN SUCH TEXAS STATE COURT OR, TO THE FULLEST EXTENT
         PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE
         PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
         PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
         JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED
         BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL
         AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C
         ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING
         TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR
         ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY
         JURISDICTION.

                  (d) WAIVER OF VENUE. THE BORROWER AND EACH OTHER LOAN PARTY
         IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED
         BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO
         THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR
         RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT
         REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES
         HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
         APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE
         OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

                  (e) SERVICE OF PROCESS.  EACH PARTY HERETO IRREVOCABLY
         CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN
         SECTION 10.02.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF
         ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
         APPLICABLE LAW.

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


                                       87
<PAGE>

AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

         10.16 USA PATRIOT ACT NOTICE. Each Lender that is subject to the Act
(as hereinafter defined) and the Administrative Agent (for itself and not on
behalf of any Lender) hereby notifies the Borrower that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)) (the "Act"), it is required to obtain, verify and record
information that identifies the Borrower, which information includes the name
and address of the Borrower and other information that will allow such Lender or
the Administrative Agent, as applicable, to identify the Borrower in accordance
with the Act.

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




                                       88
<PAGE>


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

                                                    CAL DIVE INTERNATIONAL, INC.

                                                    By:    /s/ A. WADE PURSELL

                                                    Name:  A. Wade Pursell

                                                    Title: SVP & CFO




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<PAGE>


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

                                               By:    /s/ JEFFERY T. WHITE

                                               Name:  Jeffery T. White

                                               Title: Assistant Vice President




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<PAGE>

                                            BANK OF AMERICA, N.A., as a Lender,
                                            L/C Issuer and Swing Line Lender


                                            By:    /s/ DAVID A. BATSON

                                            Name:  David A. Batson

                                            Title: Vice President



                                       91
<PAGE>


                                                  WHITNEY NATIONAL BANK


                                                  By:    /s/ HARRY C. STAHEL

                                                  Name:  Harry C. Stahel

                                                  Title: Senior Vice President



                                       92
<PAGE>


                                                    SOUTHWEST BANK OF TEXAS N.A.


                                                    By:    /s/ PAUL W. COLE

                                                    Name:  Paul W. Cole

                                                    Title: Vice President




                                       93
<PAGE>



                                                     BANK ONE, NA


                                                     By:    /s/ JANE BECK KEIL

                                                     Name:  Jane Beck Keil

                                                     Title: Director



                                       94




<PAGE>



                                                     COMERICA BANK


                                                    By:    /s/ KENYATTA B. GIBBS

                                                    Name:  Kenyatta B. Gibbs

                                                    Title: Vice President




                                       95
<PAGE>

                                        NATEXIS BANQUES POPULAIRES


                                        By:    /s/ RENAUD J. D'HERBES

                                        Name:  Renaud J. d'Herbes

                                        Title: Senior Vice President and
                                                Regional Manager



                                         By:    /s/ TIMOTHY L. POVADO

                                         Name:  Timothy L. Povado

                                         Title: Vice President and Group Manager




                                       96
<PAGE>


                                                    UNION PLANTERS BANK N.A.


                                                    By:    /s/ EDWARD K. BOWDON

                                                    Name:  Edward K. Bowdon

                                                    Title: Senior Vice President


                                       97






<PAGE>
                                                                   SCHEDULE 2.01


                                  COMMITMENTS
                           AND APPLICABLE PERCENTAGES


<TABLE>
<CAPTION>
LENDER                                                             COMMITMENT                 APPLICABLE PERCENTAGE
------                                                             -----------                ---------------------
<S>                                                                <C>                            <C>
Bank of America, N.A.                                              $30,000,000                    20.000000000%
Whitney National Bank                                              $28,000,000                    18.666666667%
Southwest Bank of Texas N.A.                                       $22,000,000                    14.666666667%
Bank One, NA                                                       $20,000,000                    13.333333333%
Comerica Bank                                                      $20,000,000                    13.333333333%
Natexis Banques Populaires                                         $15,000,000                    10.000000000%
Union Planters Bank N.A.                                           $15,000,000                    10.000000000%

TOTAL                                                             $150,000,000                   100.000000000%
</TABLE>



                                       98