<PAGE>

                                                                  Exhibit 10.1.2
                                                                  EXECUTION COPY

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

                                U.S. $95,000,000

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                          Dated as of February 27, 2004

                                      Among

                          CROWLEY MARITIME CORPORATION

                                   as Borrower

                                       and

                        THE INITIAL LENDERS NAMED HEREIN

                               as Initial Lenders

                                       and

                               CITICORP USA, INC.

                  as Administrative Agent and Collateral Agent

                                       and

                          CITIGROUP GLOBAL MARKETS INC.

                                   as Arranger

                                       and

                                 CITIBANK, N.A.

                                 as Issuing Bank

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

              Second Amended and Restated Crowley Credit Agreement

<PAGE>

                                Table of Contents

<TABLE>
<CAPTION>
                                                                                                    Page
                                                                                                    ----
<S>                                                                                                 <C>
Article I DEFINITIONS AND ACCOUNTING TERMS......................................................      1
         Section 1.01.     Certain Defined Terms................................................      1
         Section 1.02.     Computation of Time Periods..........................................     18
         Section 1.03.     Accounting Terms.....................................................     18

Article II AMOUNTS AND TERMS OF THE ADVANCES....................................................     19
         Section 2.01.     The Advances.  (a) Revolving Credit Advances.........................     19
         Section 2.02.     Making the Revolving Credit Advances.................................     19
         Section 2.03.     Fees ................................................................     20
         Section 2.04.     Termination or Reduction of the Commitments..........................     20
         Section 2.05.     Repayment of Advances................................................     21
         Section 2.06.     Interest ............................................................     21
         Section 2.07.     Interest Rate Determination..........................................     21
         Section 2.08.     Optional Conversion of Advances......................................     22
         Section 2.09.     Prepayments..........................................................     22
         Section 2.10.     Increased Costs......................................................     23
         Section 2.11.     Illegality...........................................................     23
         Section 2.12.     Payments and Computations............................................     24
         Section 2.13.     Taxes ...............................................................     25
         Section 2.14.     Sharing of Payments, Etc.............................................     26
         Section 2.15.     Use of Proceeds......................................................     27
         Section 2.16.     Issuance of and Drawings and Reimbursement Under Letters of Credit...     27
         Section 2.17.     Increase in Commitments..............................................     31

Article III CONDITIONS TO EFFECTIVENESS AND LENDING.............................................     33
         Section 3.01.     Conditions Precedent to Initial Extension of Credit..................     33
         Section 3.02.     Conditions Precedent to Each Borrowing and Issuance, Etc.............     34

Article IV REPRESENTATIONS AND WARRANTIES.......................................................     35
         Section 4.01.     Representations and Warranties of the Loan Parties...................     35

Article V COVENANTS OF THE BORROWER.............................................................     40
         Section 5.01.     Affirmative Covenants................................................     40
         Section 5.02.     Negative Covenants...................................................     45
         Section 5.03.     Reporting Requirements...............................................     52
         Section 5.04.     Financial Covenants..................................................     55

Article VI EVENTS OF DEFAULT....................................................................     55
         Section 6.01.     Events of Default....................................................     55
         Section 6.02.     Actions in Respect of the Letters of Credit upon Default.............     58

Article VII BORROWER GUARANTY...................................................................     59
         Section 7.01.     Guaranty ............................................................     59
         Section 7.02.     Guaranty Absolute....................................................     59
         Section 7.03.     Waivers and Acknowledgments..........................................     60
         Section 7.04.     Subrogation..........................................................     60
         Section 7.05.     Continuing Guaranty..................................................     61
</TABLE>

              Second Amended and Restated Crowley Credit Agreement

<PAGE>

                                       ii

<TABLE>
<CAPTION>
                                                                                                    Page
                                                                                                    ----
<S>                                                                                                 <C>
Article VIII the agents.........................................................................     61
         Section 8.01.     Authorization and Action.............................................     61
         Section 8.02.     Agent's Reliance, Etc................................................     62
         Section 8.03.     CUSA and Affiliates..................................................     62
         Section 8.04.     Lender Party Credit Decision.........................................     62
         Section 8.05.     Indemnification......................................................     62
         Section 8.06.     Successor Agents.....................................................     63

Article IX MISCELLANEOUS........................................................................     64
         Section 9.01.     Amendments, Etc......................................................     64
         Section 9.02.     Notices, Etc.........................................................     65
         Section 9.03.     No Waiver; Remedies, Entire Agreement................................     65
         Section 9.04.     Costs and Expenses...................................................     65
         Section 9.05.     Right of Set-off.....................................................     67
         Section 9.06.     Binding Effect.......................................................     67
         Section 9.07.     Assignments and Participations.......................................     67
         Section 9.08.     Execution in Counterparts............................................     69
         Section 9.09.     No Liability of the Issuing Bank.....................................     70
         Section 9.10.     Confidentiality......................................................     70
         Section 9.11.     Release of Collateral................................................     70
         Section 9.12.     Patriot Act Notification.............................................     70
         Section 9.13.     JURISDICTION, ETC....................................................     71
         Section 9.14.     GOVERNING LAW........................................................     71
         Section 9.15.     WAIVER OF JURY TRIAL.................................................     71
</TABLE>

              Second Amended and Restated Crowley Credit Agreement

<PAGE>

                                       iii

Schedules

Schedule I            -    Commitments and Applicable Lending Offices
Schedule II           -    Existing Letters of Credit
Schedule III          -    Existing Indebtedness; Guaranty Obligations; Liens
Schedule IV           -    Designated Account Parties
Schedule V            -    Ownership of the Borrower
Schedule VI           -    Disclosed Litigation
Schedule VII          -    Subsidiaries of the Borrower
Schedule VIII         -    Asset Dispositions
Schedule IX           -    Regulated Subsidiaries
Schedule X            -    Material  Subsidiaries
Schedule XI           -    Eligible Vessels and Barges; Eligible Physical Assets
Schedule XII          -    Certain Environmental Matters
Schedule XIII         -    Certain Tax Matters
Schedule XIV          -    Deposit and Securities Accounts
Schedule XV           -    Plans and Multiemployer Plans

Exhibits

Exhibit A             -    Form of Promissory Note
Exhibit B             -    Form of Notice of Borrowing
Exhibit C             -    Form of Assignment and Acceptance
Exhibit D             -    Form of Opinion of Gilmartin, Poster & Shafto,
                           counsel to the Loan Parties
Exhibit E             -    Form of Second Amended and Restated Subsdiary
                           Guaranty
Exhibit F             -    Form of Cash Collateral Agreement
Exhibit G             -    Form of First Preferred Fleet Mortgages and Amendment
                           No. 2 to the First Preferred Fleet Mortgages
Exhibit H             -    Form of Second Amended and Restated Assignment of
                           Insurances
Exhibit I             -    Form of Second Amended and Restated Assignment of
                           Freights and Hires
Exhibit J             -    Form of Borrowing Base Certificate

              Second Amended and Restated Crowley Credit Agreement

<PAGE>

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of
February 27, 2004 among CROWLEY MARITIME CORPORATION, a Delaware corporation, as
borrower (the "Borrower"), the banks, financial institutions and other
institutional lenders (the "Initial Lenders") listed on the signature pages
hereof, CITIBANK, N.A. ("Citibank"), as issuing bank (the "Issuing Bank"),
CITICORP USA, INC. ("CUSA"), as administrative agent (together with any
successor agent appointed pursuant to Article VIII, the "Administrative Agent")
for the Lender Parties (as hereinafter defined) and as collateral agent
(together with any successor collateral agent appointed pursuant to Article
VIII, the "Collateral Agent") and CITIGROUP GLOBAL MARKETS INC., as arranger
(the "Arranger").

                             PRELIMINARY STATEMENTS:

                  (1) The Borrower, the Administrative Agent, the Collateral
Agent, the Arranger and certain banks, financial institutions and other
institutional lenders have entered into a credit agreement dated as of November
2, 2001 (the "Existing Credit Agreement").

                  (2) The Borrower has requested and the parties hereto have
agreed to amend and restate the Existing Credit Agreement as provided herein.

                  (3) The Borrower has requested that the Lenders (as defined
herein) lend to the Borrower up to $95,000,000 to refinance the Existing Credit
Agreement and to provide for ongoing working capital requirements and other
general corporate purposes of the Borrower and its Subsidiaries and, from time
to time, issue Letters of Credit for the benefit of the Borrower and its
Subsidiaries.

                  (4) Subject to the terms and conditions set forth herein, the
Lender Parties agree to lend such amounts and extend such credit on the terms
and conditions of this Agreement.

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

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

                  Section 1.01. Certain Defined Terms. As used in this
Agreement, the following terms shall have the following meanings (such meanings
to be equally applicable to both the singular and plural forms of the terms
defined):

                  "Administrative Agent" has the meaning specified in the
         recital of parties to this Agreement.

                  "Administrative Agent's Account" means the account of the
         Administrative Agent maintained by the Administrative Agent at its
         office at Two Penns Way, Suite 200, New Castle, Delaware 19720, Account
         No. 36852248, ABA 021000089, Attention: Joseph Biado, Reference:
         Crowley Maritime, or such other account as the Administrative Agent
         shall specify in writing to the Lender Parties.

                  "Advance" means a Revolving Credit Advance or a Letter of
         Credit Advance.

              Second Amended and Restated Crowley Credit Agreement

<PAGE>

                                       2

                  "Affiliate" means, with respect to any Person, (a) any Person
         (other than a Guarantor) which, directly or indirectly, is in control
         of, is controlled by, or is under common control with, such Person, or
         (b) any Person who is a director or officer (i) of such Person, (ii) of
         any Subsidiary of such Person or (iii) of any Person described in
         clause (a) above. For purposes of this definition, the term "control"
         (including the terms "controlling", "controlled by" and "under common
         control with") of a Person shall mean the power, direct or indirect,
         (i) to vote 10% or more of the securities or other interests having
         ordinary voting power for the election of directors of such Person or
         of Persons serving a similar function, or (ii) to direct or cause the
         direction of the management and policies of such Person, whether by
         contract or otherwise.

                  "Agent" means any of the Administrative Agent or the
         Collateral Agent.

                  "Agreement" means this Credit Agreement, as amended from time
         to time in accordance with the terms hereof.

                  "Applicable Lending Office" means, with respect to each
         Lender, such Lender's Domestic Lending Office in the case of a Base
         Rate Advance and such Lender's Eurodollar Lending Office in the case of
         a Eurodollar Rate Advance.

                  "Applicable Margin" means (i) for the period from the date
         hereof until the date upon which Administrative Agent receives the
         audited consolidated financial statements of the Borrower for the
         fiscal year ended December 31, 2003, 1.375% per annum in the case of
         Eurodollar Rate Advances, and 0.375% per annum in the case of Base Rate
         Advances and (ii) thereafter, a percentage per annum determined by
         reference to the ratio of Total Debt to EBITDAR as set forth below (in
         each case, as such percentage may be increased pursuant to Section
         2.06(b)):

<TABLE>
<CAPTION>
       TOTAL
   DEBT/EBITDAR                                              EURODOLLAR RATE
       RATIO                    BASE RATE ADVANCES              ADVANCES
----------------------------------------------------------------------------
<S>                             <C>                          <C>
Less than 1.5:1.0                     0.125%                     1.125%

1.5:1.0 or greater,                   0.250%                     1.250%
but less than 2.0:1.0

2.0:1.0 or greater,                   0.375%                     1.375%
but less than 2.5:1.0

2.5:1.0 or greater,                   0.500%                     1.500%
but less than 3.0:1.0

3.0:1.0 or greater                    0.675%                     1.675%
</TABLE>

         For the purposes of this clause (ii), the Applicable Margin for each
         Base Rate Advance and each Eurodollar Rate Advance shall be determined
         by reference to the ratio of Total Debt to EBITDAR in effect from time
         to time; provided, however, that (A) no change in the Applicable Margin
         shall be effective until three Business Days after the date on which
         the Administrative Agent receives the financial statements required to
         be delivered pursuant to subsection 5.03(b) or 5.03(c), as the case may
         be, and a certificate of a Responsible Officer of the Borrower
         demonstrating such ratio of Total Debt to EBITDAR pursuant to such
         subsections, (B) the Applicable Margin shall be determined as if the
         ratio of Total Debt to EBITDAR were greater than or equal to 3.0 to 1
         for so long as the Borrower has not submitted to the Administrative
         Agent the information described in clause (A) of this proviso as and
         when required under Section 5.03(b) or (c) and (C) no decrease in the
         Applicable Margin on any date shall exceed 0.25%.

              Second Amended and Restated Crowley Credit Agreement

<PAGE>

                                       3

                  "Arranger" has the meaning specified in the recital of parties
         to this Agreement.

                  "Asset Dispositions" has the meaning specified in Section
         5.02(e).

                  "Assignment and Acceptance" means an assignment and acceptance
         entered into by a Lender and an Eligible Assignee, and accepted by the
         Administrative Agent, in substantially the form of Exhibit C hereto.

                  "Assuming Lender" has the meaning specified in Section
         2.17(d).

                  "Assumption Agreement" has the meaning specified in Section
         2.17(d)(ii).

                  "Available Amount" of any Letter of Credit means, at any time,
         the maximum amount available to be drawn under such Letter of Credit at
         such time (assuming compliance at such time with all conditions to
         drawing).

                  "Base Rate" means a fluctuating interest rate per annum in
         effect from time to time, which rate per annum shall at all times be
         equal to the highest of:

                           (a) the rate of interest announced publicly by
                  Citibank in New York, New York, from time to time, as
                  Citibank's base rate;

                           (b) the sum (adjusted to the nearest 1/16 of 1% or,
                  if there is no nearest 1/16 of 1%, to the next higher 1/16 of
                  1%) of (i) 1% per annum, plus (ii) the rate obtained by
                  dividing (A) the latest three-week moving average of secondary
                  market morning offering rates in the United States for
                  three-month certificates of deposit of major United States
                  money market banks, such three-week moving average (adjusted
                  to the basis of a year of 360 days) being determined weekly on
                  each Monday (or, if such day is not a Business Day, on the
                  next succeeding Business Day) for the three-week period ending
                  on the previous Friday by Citibank on the basis of such rates
                  reported by certificate of deposit dealers to and published by
                  the Federal Reserve Bank of New York or, if such publication
                  shall be suspended or terminated, on the basis of quotations
                  for such rates received by Citibank from three New York
                  certificate of deposit dealers of recognized standing selected
                  by Citibank, by (B) a percentage equal to 100% minus the
                  average of the daily percentages specified during such
                  three-week period by the Board of Governors of the Federal
                  Reserve System (or any successor) for determining the maximum
                  reserve requirement (including, but not limited to, any
                  emergency, supplemental or other marginal reserve requirement)
                  for Citibank with respect to liabilities consisting of or
                  including (among other liabilities) three-month U.S. dollar
                  non-personal time deposits in the United States, plus (iii)
                  the average during such three-week period of the annual
                  assessment rates estimated by Citibank for determining the
                  then current annual assessment payable by Citibank to the
                  Federal Deposit Insurance Corporation (or any successor) for
                  insuring U.S. dollar deposits of Citibank in the United
                  States; and

                           (c) 1/2 of one percent per annum above the Federal
                  Funds Rate.

                  "Base Rate Advance" means, as the context may require, (i) an
         Advance that initially bears interest at a rate determined in reference
         to the Base Rate as provided in Section 2.06(a)(i), or (ii) any portion
         of the outstanding Advances bearing interest at a rate determined in
         reference to the Base Rate as provided in Section 2.06(a)(i).

                  "Borrower Guaranteed Obligations" has the meaning set forth in
         Section 7.01.

              Second Amended and Restated Crowley Credit Agreement

<PAGE>

                                       4

                  "Borrowing" means a Revolving Credit Borrowing.

                  "Borrowing Base " means at any time an amount equal to (a)
         prior to the third anniversary of the Restatement Effective Date, 80%
         of the most recently determined Collateral Value, (b) on and after the
         third anniversary of the Restatement Effective Date and until the
         fourth anniversary of the Restatement Effective Date, 75% of the most
         recently determined Collateral Value and (c) on and after the fourth
         anniversary of the Restatement Effective Date, 72.5% of the most
         recently determined Collateral Value.

                  "Borrowing Base Availability" means at any time an amount
         equal to the Borrowing Base less the sum of:

                  (a) the aggregate principal amount of all outstanding
         Advances, and

                  (b) the aggregate Available Amount of all Letters of Credit
         then outstanding;

         provided, that Borrowing Base Availability shall at no time exceed the
         Revolving Credit Facility.

                  "Borrowing Base Certificate" means a certificate in
         substantially the form of Exhibit J hereto. All calculations of
         Borrowing Base Availability in connection with the preparation of the
         Borrowing Base Certificate shall originally be made by the Borrower and
         certified to the Collateral Agent, provided that the Collateral Agent
         shall have the right to review and adjust, in the exercise of its
         reasonable credit judgment, any such calculation (1) to reflect its
         reasonable estimate of declines in value of any collateral described
         therein, and (2) to the extent that such calculation is not in
         accordance with this Agreement.

                  "Business Day" means a day of the year on which banks are not
         required or authorized by law to close in New York City or San
         Francisco and, if the applicable Business Day relates to any Eurodollar
         Rate Advances, on which dealings are carried on in the London interbank
         market.

                  "Cash Collateral Agreement" means a cash collateral agreement
         in substantially the form of Exhibit F.

                  "Cash Equivalents" shall mean (a) securities with maturities
         of one year or less from the date of acquisition issued or fully
         guaranteed or insured by the United States Government or any agency
         thereof, (b) certificates of deposit and eurodollar time deposits with
         maturities of one year or less from the date of acquisition and
         overnight bank deposits of any Lender and certificates of deposit with
         maturities of one year or less from the date of acquisition and
         overnight bank deposits of any other commercial bank having capital and
         surplus in excess of $200,000,000, (c) commercial paper of any issuer
         rated at least A-2 by Standard & Poor's Ratings Group or P-2 by Moody's
         Investors Service, Inc., (d) additional money market investments with
         maturities of one year or less from the date of acquisition rated at
         least A-1 or AA by Standard & Poor's Ratings Group or P-1 or Aa by
         Moody's Investors Service, Inc. and (e) tax-exempt debt obligations of
         any State of the United States or of any county or other municipal
         governmental subdivision of any State of the United States with
         maturities of one year or less from the date of acquisition rated at
         the highest investment grade rating by Standard & Poor's Ratings Group
         or by Moody's Investors Service, Inc., or publicly traded or open-end
         bond funds that invest exclusively in such tax-exempt debt obligations.

                  "CERCLA" means the Comprehensive Environmental Response,
         Compensation and Liability Act of 1980, as amended from time to time.

              Second Amended and Restated Crowley Credit Agreement

<PAGE>

                                       5

                  "CERCLIS" means the Comprehensive Environmental Response,
         Compensation and Liability Information System maintained by the U.S.
         Environmental Protection Agency.

                  "CFC" means an entity that is a controlled foreign corporation
         under Section 957 of the Internal Revenue Code.

                  "Change in Control" means the failure of the Crowley Family to
         have the power to vote or cause to be voted, directly or indirectly, in
         the aggregate at least 51% of the voting stock of the Borrower.

                  "Citibank " has the meaning specified in the recital of
         parties to this Agreement.

                  "Collateral" means the Eligible Vessels and Barges, Eligible
         Physical Assets and all other property of the Borrower and its
         Subsidiaries secured by, or intended to be secured by, the Collateral
         Documents and all other property that is or is intended to be subject
         to any Lien in favor of the Collateral Agent for the benefit of the
         Secured Parties.

                  "Collateral Agent" has the meaning specified in the recital of
         parties to this Agreement.

                  "Collateral Documents" means the Ship Mortgages, the Second
         Amended and Restated Assignments of Freights and Hires, the Second
         Amended and Restated Assignments of Insurances, and any other agreement
         that creates or purports to create a Lien in favor of the Collateral
         Agent for the benefit of the Secured Parties.

                  "Collateral Value" means, on any date for the determination
         the sum of Ships Value and Physical Assets Value; provided that at no
         time shall Physical Assets Value exceed 25% of Collateral Value.

                  "Commitment" means, with respect to any Lender at any time,
         the amount set forth opposite such Lender's name on Schedule I hereto
         under the caption "Commitment" or, if such Lender has entered into one
         or more Assignments and Acceptances, set forth for such Lender in the
         Register maintained by the Administrative Agent pursuant to Section
         9.07(d) as such Lender's "Commitment"; provided that each Lender's
         Commitment may be reduced from time to time pursuant to Section 2.04.

                  "Commitment Date" has the meaning specified in Section
         2.17(b).

                  "Commitment Fee Rate" means at any time a percentage per annum
         equal to 22.5% of the Applicable Margin then in effect for Eurodollar
         Advances.

                  "Commitment Increase" has the meaning specified in Section
         2.17(a).

                  "Confidential Information" means information that any Loan
         Party furnishes to any Agent or any Lender in a writing designated as
         confidential, but does not include any such information that is or
         becomes generally available to the public or that is or becomes
         available to such Agent or such Lender from a source other than the
         Loan Parties.

                  "Consolidated" refers to the consolidation of accounts in
         accordance with GAAP.

              Second Amended and Restated Crowley Credit Agreement

<PAGE>

                                       6

                  "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.

                  "Convert", "Conversion" and "Converted" each refers to a
         conversion of Advances of one Type into Advances of the other Type
         pursuant to Section 2.07 or 2.08.

                  "Crowley Family" means all of the following Persons: (i)
         Thomas B. Crowley, Jr., an individual residing as of the date hereof in
         Oakland, California, together with all Persons who are now or hereafter
         relatives of such Person; and (ii) all trusts, conservatorships and
         estates of or for the benefit of the Persons described in clause (i) of
         this defined term. (For purposes of this definition, "relative" means
         any individual related by affinity or consanguinity within the fourth
         degree as determined by the common law, or any individual in a step or
         adoptive relationship within such fourth degree.)

                  "CUSA" has the meaning specified in the recital of parties to
         this Agreement.

                  "Default" means any Event of Default or any event that would
         constitute an Event of Default but for the requirement that notice be
         given or time elapse or both.

                  "Default Interest" has the meaning specified in Section
         2.06(b).

                  "Designated Account Parties" means the collective reference to
         the Subsidiaries and Affiliates of the Borrower listed on Schedule IV
         and any other Person designated by the Borrower as a Designated Account
         Party by written notice from the Borrower to the Administrative Agent
         and any Issuing Bank requested to issue a Letter of Credit for the
         account of such Designated Account Party.

                  "Disclosed Litigation" has the meaning specified in Section
         4.01(f).

                  "DNB Credit Facility" means the credit facility provided to
         the Borrower pursuant to the terms of that certain loan agreement and
         any other document related thereto effecting the transactions
         contemplated thereby providing for a secured term loan of up to
         $115,000,000, dated as of December 24, 2003, among Crowley Marine
         Services, Inc., as borrower, Crowley Maritime Corporation, as
         guarantor, the banks and financial institutions and other institutional
         lenders party thereto, as lenders, and Den Norske Bank ASA, acting
         through its New York Branch, as administrative agent and as security
         trustee.

                  "Dollars" and the "$" sign each means lawful money of the
         United States.

                  "Domestic Lending Office" means, with respect to any Lender,
         the office of such Lender specified as its "Domestic Lending Office"
         opposite its name on Schedule I hereto or in the Assignment and
         Acceptance pursuant to which it became a Lender, or such other office
         of such Lender as such Lender may from time to time specify to the
         Borrower and the Administrative Agent.

                  "EBITDA" means the operating income plus the sum of (a)
         depreciation expense and (b) amortization expense as reflected in the
         "Consolidated Statement of Operations" of the Borrower prepared in
         accordance with GAAP; provided that EBITDA shall be calculated on a
         rolling basis for the four fiscal quarters most recently ended.

              Second Amended and Restated Crowley Credit Agreement

<PAGE>

                                       7

                  "EBITDAR" means the operating income plus the sum of (a)
         depreciation expense, (b) amortization expense and (c) rent or lease
         expense ( reduced by an amount equal to 25% of the first year of time
         charter commitments used in the Total Debt calculation), in each case,
         as reflected in the "Consolidated Statement of Operations" of the
         Borrower prepared in accordance with GAAP; provided that EBITDAR shall
         be calculated on a rolling basis for the four fiscal quarters most
         recently ended.

                  "Eligible Assignee" means (i) a Lender; (ii) a direct or
         indirect wholly owned Subsidiary of any Lender or the controlling
         corporation of such Lender; (iii) any commercial bank organized under
         the laws of the United States, or any State thereof, and having
         combined capital and surplus in excess of $1,000,000,000; (iv) any
         commercial bank organized under the laws of any other country that is a
         member of the Organization for Economic Cooperation and Development
         ("OECD") or has concluded special lending arrangements with the
         International Monetary Fund associated with its General Arrangements to
         Borrow, or a political subdivision of any such country, and having
         combined capital and surplus in excess of $1,000,000,000, so long as
         such bank is acting through a branch or agency located in the United
         States, in the Cayman Islands or in the country in which it is
         organized or another country that is described in this clause (iv); and
         (v) any other Person approved by the Administrative Agent and the
         Borrower, such approval not to be unreasonably withheld; provided,
         however, that neither the Borrower nor an Affiliate of the Borrower
         shall qualify as an Eligible Assignee.

                  "Eligible Physical Assets" means the physical assets listed on
         Part B of Schedule XI hereto, as such schedule may be amended from time
         to time at the request of the Borrower and with the consent of the
         Collateral Agent, or such other physical assets acceptable to the
         Required Lenders provided that the Collateral Agent shall have at all
         times a first priority and perfected lien on each such asset.

                  "Eligible Vessels and Barges" means the tug boats and barges
         listed on Part A of Schedule XI hereto, as such schedule may be amended
         from time to time at the request of the Borrower and with the consent
         of the Collateral Agent, provided that the Collateral Agent shall have
         at all times a first priority and perfected lien on each such tug boat
         or barge.

                  "Environmental Action" means any action, suit, demand, demand
         letter, claim, notice of non-compliance or violation, notice of
         liability or potential liability, investigation, proceeding, consent
         order or consent agreement relating in any way to any Environmental
         Law, Environmental Permit or Hazardous Materials or arising from
         alleged injury or threat of injury to public health, public safety (as
         such alleged injury or threat of injury to public health or public
         safety is related to exposure to Hazardous Materials) or the
         environment, including, without limitation, (a) by any governmental or
         regulatory authority for enforcement, cleanup, removal, response,
         remedial or other actions or damages and (b) by any governmental or
         regulatory authority or any third party for damages, contribution,
         indemnification, cost recovery, compensation or injunctive relief.

                  "Environmental Law" means any Federal, state, local or foreign
         statute, law, ordinance, rule, regulation, code, order, writ, judgment,
         injunction, decree or judicial or agency interpretation, policy or
         guidance relating to pollution or protection of the environment, health
         (as it is related to exposure to Hazardous Materials), safety (as it is
         related to exposure to Hazardous Materials) or natural resources,
         including, without limitation, those relating to the use, handling,
         transportation, treatment, storage, disposal, release or discharge of
         Hazardous Materials.

                  "Environmental Permit" means any permit, approval,
         identification number, license or other authorization required under
         any Environmental Law.

              Second Amended and Restated Crowley Credit Agreement

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                                       8

                  "Equity Interests" means, with respect to any Person, shares
         of Equity Interests of (or other ownership or profit interests in) such
         Person, warrants, options or other rights for the purchase or other
         acquisition from such Person of shares of Equity Interests of (or other
         ownership or profit interests in) such Person, securities convertible
         into or exchangeable for shares of Equity Interests of (or other
         ownership or profit interests in) such Person or warrants, rights or
         options for the purchase or other acquisition from such Person of such
         shares (or such other interests), and other ownership or profit
         interests in such Person (including, without limitation, partnership,
         member or trust interests therein), whether voting or nonvoting, and
         whether or not such shares, warrants, options, rights or other
         interests are authorized or otherwise existing on any date of
         determination.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended from time to time, and the regulations promulgated and
         rulings issued thereunder.

                  "ERISA Affiliate" means any Person that for purposes of Title
         IV of ERISA is a member of the Borrower's controlled group, or under
         common control with the Borrower, within the meaning of Section 414 of
         the Internal Revenue Code.

                  "ERISA Event" means (a) (i) the occurrence of a reportable
         event, within the meaning of Section 4043 of ERISA, with respect to any
         Plan unless the 30-day notice requirement with respect to such event
         has been waived by the PBGC, or (ii) the requirements of subsection (1)
         of Section 4043(b) of ERISA (without regard to subsection (2) of such
         Section) are met with a contributing sponsor, as defined in Section
         4001(a)(13) of ERISA, of a Plan, and an event described in paragraph
         (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably
         expected to occur with respect to such Plan within the following 30
         days; (b) the application for a minimum funding waiver with respect to
         a Plan; (c) the provision by the administrator of any Plan of a notice
         of intent to terminate such Plan pursuant to Section 4041(a)(2) of
         ERISA (including any such notice with respect to a plan amendment
         referred to in Section 4041(e) of ERISA); (d) the cessation of
         operations at a facility of the Borrower or any ERISA Affiliate in the
         circumstances described in Section 4062(e) of ERISA; (e) the withdrawal
         by the Borrower or any ERISA Affiliate from a Multiple Employer Plan
         during a plan year for which it was a substantial employer, as defined
         in Section 4001(a)(2) of ERISA; (f) the conditions for the imposition
         of a lien under Section 302(f) of ERISA shall have been met with
         respect to any Plan; (g) the adoption of an amendment to a Plan
         requiring the provision of security to such Plan pursuant to Section
         307 of ERISA; or (h) the institution by the PBGC of proceedings to
         terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence
         of any event or condition described in Section 4042 of ERISA that
         constitutes grounds for the termination of, or the appointment of a
         trustee to administer, a Plan.

                  "Eurocurrency Liabilities" has the meaning assigned to that
         term in Regulation D of the Board of Governors of the Federal Reserve
         System, as in effect from time to time.

                  "Eurodollar Lending Office" means, with respect to any Lender,
         the office of such Lender specified as its "Eurodollar Lending Office"
         opposite its name on Schedule I hereto or in the Assignment and
         Acceptance pursuant to which it became a Lender (or, if no such office
         is specified, its Domestic Lending Office), or such other office of
         such Lender as such Lender may from time to time specify to the
         Borrower and the Administrative Agent.

                  "Eurodollar Rate" means, for any Interest Period for each
         Eurodollar Rate Advance comprising part of the same Borrowing, an
         interest rate per annum equal to (i) the rate per annum (rounded
         upwards, if necessary, to the nearest 1/16 of 1%) at which deposits in
         U.S. dollars appear on page 3750 (or any successor page thereto) of the
         Dow Jones Telerate Screen two Business Days before the first day of
         such Interest Period and for a term comparable to such

              Second Amended and Restated Crowley Credit Agreement

<PAGE>

                                       9

         Interest Period, or (ii) if such rate does not so appear on the Dow
         Jones Telerate Screen on any date of determination, the rate per annum
         (rounded upwards, if necessary, to the nearest 1/16 of 1%) at which
         deposits in U.S. dollars appear on the Reuters Screen LIBO Page two
         Business Days before the first day of such Interest Period and for a
         term comparable to such Interest Period, provided, however, that if the
         Reuters Screen LIBO Page is being used to determine the Eurodollar Rate
         at any date of determination and more than one rate is specified
         thereon as the London interbank offered rate for deposits in U.S.
         dollars, the applicable rate shall be the average of all such rates
         (rounded upward, if necessary, to the nearest whole multiple of 1/16 of
         1% per annum), or (iii) if such rate does not so appear on either the
         Dow Jones Telerate Screen or Reuters Screen LIBO Page on any date of
         determination, then, the average (rounded upward to the nearest whole
         multiple of 1/16 of 1% per annum) of the rates per annum at which
         deposits in Dollars are offered by the principal office of Citibank in
         London, England, to prime banks in the London interbank market at 11:00
         A.M. (London time) two Business Days before the first day of such
         Interest Period in an amount substantially equal to Citibank's
         Eurodollar Rate Advance comprising part of such Borrowing and for a
         period equal to such Interest Period. In such circumstances, the
         Eurodollar Rate for the Interest Period for each Eurodollar Rate
         Advance comprising part of the same Borrowing shall be determined by
         the Administrative Agent on the basis of the applicable rates given to
         and received by the Administrative Agent from Citibank two Business
         Days prior to the first day of such Interest Period.

                  "Eurodollar Rate Advance" means, as the context may require,
         (i) a Revolving Credit Advance that initially bears interest at a rate
         determined in reference to the Eurodollar Rate as provided in Section
         2.06(a)(ii), or (ii) any portion of the outstanding Revolving Credit
         Advances bearing interest at a rate determined in reference to the
         Eurodollar Rate as provided in Section 2.06(a)(ii).

                  "Eurodollar Rate Tranche" is the collective reference to
         Eurodollar Rate Advances the Interest Periods with respect to all of
         which begin on the same date and end on the same later date.

                  "Events of Default" has the meaning specified in Section 6.01.

                  "Existing Advances" has the meaning specified in Section
         2.02(a).

                  "Existing Credit Agreement" has the meaning specified in the
         Preliminary Statements to this Agreement.

                  "Existing Letters of Credit" has the meaning specified in
         Section 2.16(j).

                  "Facility" means the Revolving Credit Facility or the Letter
         of Credit Facility.

                  "Federal Funds Rate" means, for any period, a fluctuating
         interest rate per annum equal for each day during such period to the
         weighted average of the rates on overnight Federal funds transactions
         with members of the Federal Reserve System arranged by Federal funds
         brokers, as published for such day (or, if such day is not a Business
         Day, for the next preceding Business Day) by the Federal Reserve Bank
         of New York, or, if such rate is not so published for any day that is a
         Business Day, the average of the quotations for such day on such
         transactions received by the Administrative Agent from three Federal
         funds brokers of recognized standing selected by it.

                  "Financing Lease" means any lease of property, real or
         personal, the obligations of the lessee in respect of which are
         required in accordance with GAAP to be capitalized on a balance sheet
         of the lessee.

              Second Amended and Restated Crowley Credit Agreement

<PAGE>

                                       10

                  "Foreign Subsidiary" means a Subsidiary which is organized
         under the laws of a jurisdiction other than the United States or any
         State thereof or the District of Columbia.

                  "GAAP" has the meaning specified in Section 1.03.

                  "Governmental Authority" means any nation or government, any
         state or other political subdivision thereof and any entity exercising
         executive, legislative, judicial, regulatory or administrative
         functions of or pertaining to government.

                  "Governmental Authorization" means any authorization,
         approval, consent, franchise, license, covenant, order, ruling, permit,
         certification, exemption, notice, declaration or similar right,
         undertaking or other action of, to or by, or any filing, qualification
         or registration with, any Governmental Authority.

                  "Group of Advances" means at any time a group of Advances
         consisting of (i) all Base Rate Advances outstanding at such time or
         (ii) Eurodollar Advances outstanding at such time constituting a single
         Eurodollar Rate Tranche at such time.

                  "Guarantor" means each Material Subsidiary, other than any
         Regulated Subsidiary, and any Subsidiary that has an ownership interest
         in any of the Eligible Vessels and Barges or Eligible Physical Assets,
         in each case as of the Restatement Effective Date, and thereafter each
         Subsidiary of the Borrower that becomes a party to the Second Amended
         and Restated Subsdiary Guaranty pursuant to the terms hereof and
         thereof.

                  "Guaranty Obligation" means, as to any Person (the
         "guaranteeing person"), (a) any obligation of (i) the guaranteeing
         person or (ii) another Person (including, without limitation, any bank
         under any letter of credit) to induce the creation of which the
         guaranteeing person has issued a reimbursement, counterindemnity or
         similar obligation, in either case if such obligation is guaranteeing
         or in effect guaranteeing any Indebtedness, or leases, dividends or
         other obligations which are substitutes for or equivalents of
         Indebtedness (the "primary obligations") of any other third Person (the
         "primary obligor") in any manner, whether directly or indirectly,
         including, without limitation, any obligation of the guaranteeing
         person, whether or not contingent, (A) to purchase any such primary
         obligation or any property constituting direct or indirect security
         therefor, (B) to advance or supply funds (1) for the purchase or
         payment of any such primary obligation or (2) to maintain working
         capital or equity capital of the primary obligor or otherwise to
         maintain the net worth or solvency of the primary obligor, (C) to
         purchase property, securities or services primarily for the purpose of
         assuring the owner of any such primary obligation of the ability of the
         primary obligor to make payment of such primary obligation or (D)
         otherwise to assure or hold harmless the owner of any such primary
         obligation against loss in respect thereof and (b) all obligations of
         such Person in respect of mandatory contributions to capital (including
         without limitation as a result of calls for capital or otherwise) of
         any Joint Venture of such Person; provided, however, that the term
         Guaranty Obligation shall not include endorsements of instruments for
         deposit or collection in the ordinary course of business. The amount of
         any Guaranty Obligation of any guaranteeing person shall be deemed to
         be the lower of (x) an amount equal to the stated or determinable
         amount of the primary obligation in respect of which such Guaranty
         Obligation is made and (y) the maximum amount for which such
         guaranteeing person may be liable pursuant to the terms of the
         instrument embodying such Guaranty Obligation, unless such primary
         obligation and the maximum amount for which such guaranteeing person
         may be liable are not stated or determinable, in which case the amount
         of such Guaranty Obligation shall be such guaranteeing person's maximum
         reasonably anticipated liability in respect thereof as determined by
         the Borrower in good faith.

              Second Amended and Restated Crowley Credit Agreement

<PAGE>

                                       11

                  "Hazardous Materials" means (a) petroleum and petroleum
         products, byproducts or breakdown products, radioactive materials,
         asbestos-containing materials, polychlorinated biphenyls and radon gas
         and (b) any other chemicals, materials or substances designated,
         classified or regulated as hazardous or toxic or as a pollutant or
         contaminant under any Environmental Law.

                  "Hedge Agreements" means interest rate swap, cap or collar
         agreements, interest rate future or option contracts, currency swap
         agreements, currency future or option contracts and other hedging
         agreements.

                  "Increase Date" has the meaning specified in Section 2.17(a).

                  "Increasing Lender" has the meaning specified in Section
         2.17(d).

                  "Indebtedness" of any Person at any date means, without
         duplication, (a) all indebtedness of such Person for borrowed money
         (other than current trade liabilities, customer advances and customer
         deposits incurred in the ordinary course of business and payable in
         accordance with customary practices) or which is evidenced by a note,
         bond, debenture or similar instrument, (b) the portion of the
         obligations of such Person under Financing Leases included as
         indebtedness on the balance sheet of such Person in accordance with
         GAAP, (c) the portion of the obligations of such Person in respect of
         acceptances issued or created for the account of such Person included
         as indebtedness on the balance sheet of such Person in accordance with
         GAAP, (d) all obligations of such Person in respect of Hedge
         Agreements, valued at the mark-to-market value of such Hedge
         Agreements, which will be the unrealized loss (calculated on a net
         basis) on such Hedge Agreements to the Loan Party or Subsidiary of a
         Loan Party party to such Hedge Agreements determined by the
         Administrative Agent as the amount, if any, by which (i) the present
         value of the future cash flows to be paid by such Loan Party or
         Subsidiary exceeds (ii) the present value of the future cash flows to
         be received by such Loan Party or Subsidiary pursuant to such Hedge
         Agreements, (e) all reimbursement or counter indemnity obligations of
         such Person in respect of amounts already paid under letters of credit,
         guarantees or similar instruments backing another Person's obligations
         of the types described in the foregoing clauses (a), (b), (c) and (d),
         and (e) the aggregate Non-Qualified Partnership Liabilities of such
         Person.

                  "Initial Extension of Credit" means the earlier to occur of
         the initial Borrowing and the initial issuance of a Letter of Credit
         hereunder (including the assumption of the Existing Advances pursuant
         to Section 2.02(a) and the Existing Letters of Credit pursuant to
         Section 2.16(j)).

                  "Initial Lenders" has the meaning specified in the recital of
         parties to this Agreement.

                  "Insufficiency" means, with respect to any Plan, the amount,
         if any, of its unfunded benefit liabilities, as defined in Section
         4001(a)(18) of ERISA.

                  "Interest Period" means, for each Eurodollar Rate Advance
         comprising part of the same Eurodollar Rate Tranche, the period
         commencing on the date of such Eurodollar Rate Advance or the date of
         the Conversion of any Base Rate Advance into such Eurodollar Rate
         Advance and ending on the last day of the period selected by the
         Borrower pursuant to the provisions below and, thereafter, each
         subsequent period commencing on the last day of the immediately
         preceding Interest Period and ending on the last day of the period
         selected by the Borrower pursuant to the provisions below. The duration
         of each such Interest Period shall be one, two, three or six months, as
         the Borrower may, upon notice received by the Administrative Agent not
         later than 1:00 P.M. (New York City time) on the third Business Day
         prior to the first day of such Interest Period, select; provided,
         however, that:

              Second Amended and Restated Crowley Credit Agreement

<PAGE>

                                       12

                           (i)   the Borrower may not select any Interest Period
                  that ends after the Termination Date;

                           (ii)  Eurodollar Rate Advances comprising part of the
                  same Borrowing shall initially belong to the same Eurodollar
                  Rate Tranche;

                           (iii) whenever the last day of any Interest Period
                  would otherwise occur on a day other than a Business Day, the
                  last day of such Interest Period shall be extended to occur on
                  the next succeeding Business Day; provided, however, that, if
                  such extension would cause the last day of such Interest
                  Period to occur in the next following calendar month, the last
                  day of such Interest Period shall occur on the next preceding
                  Business Day; and

                           (iv)  whenever the first day of any Interest Period
                  occurs on a day of an initial calendar month for which there
                  is no numerically corresponding day in the calendar month that
                  succeeds such initial calendar month by the number of months
                  equal to the number of months in such Interest Period, such
                  Interest Period shall end on the last Business Day of such
                  succeeding calendar month.

         With respect to Existing Advances made in accordance with Section
         2.02(a) of the Existing Credit Agreement, the Interest Period in
         respect of such Existing Advances shall be the "Interest Period" in
         effect under the Existing Credit Agreement prior to the Restatement
         Effective Date until the end of such Interest Period.

                  "Internal Revenue Code" means the Internal Revenue Code of
         1986, as amended from time to time, and the regulations promulgated and
         rulings issued thereunder.

                  "Investment" has the meaning specified in Section 5.02(g).

                  "Issuing Bank" means Citibank and any other Lender or
         Affiliate of a Lender approved by the Administrative Agent, the
         Borrower and such other Lender or Affiliate of such other Lender.

                  "Joint Venture" has the meaning specified in Section 5.02(l).

                  "L/C Cash Collateral Account" has the meaning set forth in
         Section 2.16.

                  "L/C Related Documents" has the meaning specified in Section
         2.16.

                  "Lender Parties" means the Lenders and the Issuing Bank.

                  "Lenders" means the Initial Lenders and each Person that shall
         become a party hereto pursuant to Section 9.07.

                  "Letter of Credit" has the meaning specified in Section 2.16
         and shall, in any case, include Existing Letters of Credit.

                  "Letter of Credit Advance" means an advance made by any
         Issuing Bank or any Lender pursuant to Section 2.16(d).

                  "Letter of Credit Agreement" has the meaning specified in
         Section 2.16.

              Second Amended and Restated Crowley Credit Agreement

<PAGE>

                                       13

                  "Letter of Credit Commitment" means, with respect to any
         Issuing Bank at any time, the amount set forth opposite such Issuing
         Bank's name on Schedule I hereto under the caption "Letter of Credit
         Commitment" or, if such Issuing Bank has entered into one or more
         Assignments and Acceptances, set forth for such Issuing Bank in the
         Register maintained by the Administrative Agent pursuant to Section
         9.07(c) as such Issuing Bank's "Letter of Credit Commitment", as such
         amount may be reduced at or prior to such time pursuant to Section
         2.04.

                  "Letter of Credit Facility" means, at any time, an amount
         equal to the lesser of (a) the aggregate amount of the Letter of Credit
         Commitments of the Issuing Banks at such time and (b) $50,000,000, in
         each case as such amount may be reduced at or prior to such time
         pursuant to Section 2.04.

                  "Letter of Credit Fee Rate" means the Applicable Margin for
         Eurodollar Rate Advances as in effect from time to time.

                  "Letter of Credit Sub-Limit" means, at any time, the lesser of
         (a) the Letter of Credit Facility at such time and (b) an amount equal
         to $50,000,000 less the sum of (i) the aggregate principal amount of
         the Letter of Credit Advances outstanding at such time and (ii) the
         aggregate Available Amount of all Letters of Credit outstanding at such
         time.

                  "Leverage Ratio" means, at any time for the determination
         thereof, the ratio of Total Debt to total stockholders' equity (as
         reflected on the most recent Consolidated balance sheet of the
         Borrower).

                  "Lien" means any lien, security interest or other charge or
         encumbrance of any kind, or any other type of preferential arrangement,
         including, without limitation, the lien or retained security title of a
         conditional vendor and any easement, right of way or other encumberence
         to real property.

                  "Loan Documents" means this Agreement, the Notes, the Second
         Amended and Restated Subsdiary Guaranty, the Collateral Documents, each
         Cash Collateral Agreement and each Letter of Credit Agreement.

                  "Loan Parties" means the Borrower and each Guarantor.

                  "Material Adverse Effect" means a material adverse effect on
         (a) the business, operations, condition (financial or otherwise),
         performance, properties or prospects of any Loan Party and its
         Restricted Subsidiaries taken as a whole, (b) the ability of any Loan
         Party and its Restricted Subsidiaries taken as a whole to perform the
         obligations under the Loan Documents or (c) the rights and remedies of
         any Agent or any Lender under any Loan Document.

                  "Material Subsidiary" means (i) the Subsidiaries set forth on
         Schedule X and (ii) each other Subsidiary of the Borrower having (x)
         Net Assets greater than $15,000,000 at the end of any fiscal quarter of
         the Borrower or (y) Net Revenue greater than $15,000,000 for the most
         recently ended four consecutive fiscal quarters of the Borrower, in
         each case as determined commencing with the fiscal quarter ending
         September 30, 2003.

                  "Multiemployer Plan" means a multiemployer plan, as defined in
         Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA
         Affiliate is making or accruing an obligation to make contributions, or
         has within any of the preceding five plan years made or accrued an
         obligation to make contributions.

              Second Amended and Restated Crowley Credit Agreement

<PAGE>

                                       14

                  "Multiple Employer Plan" means a single employer plan, as
         defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
         employees of the Borrower or any ERISA Affiliate and at least one
         Person other than the Borrower and the ERISA Affiliates or (b) was so
         maintained and in respect of which the Borrower or any ERISA Affiliate
         could have liability under Section 4064 or 4069 of ERISA in the event
         such plan has been or were to be terminated.

                  "Net Assets" means, as to the Borrower or any Subsidiary of
         the Borrower at any time, the excess of (i) the total assets of such
         Person at such time over (ii) all net intercompany receivables owing to
         such Person at such time, in each case determined in accordance with
         GAAP.

                  "Net Revenue" means, as to the Borrower or any Subsidiary of
         the Borrower for any period of determination, the excess of (i) the
         total revenue of such Person for such period over (ii) all intercompany
         revenue of such Person for such period, in each case determined in
         accordance with GAAP.

                  "Non-Qualified Partnership" means a Joint Venture, partnership
         or other entity in which the Borrower or any Restricted Subsidiary is a
         general partner or has general liability for the obligations of such
         entity, other than any Restricted Subsidiary which is a corporation and
         substantially all of whose assets consist of its interest in such Joint
         Venture, partnership or other entity.

                  "Non-Qualified Partnership Liability" of a Person at any time
         means, with respect to a Non-Qualified Partnership in which such Person
         has an interest, an amount equal to the amount by which (a) the
         aggregate amount of the total liabilities of such Non-Qualified
         Partnership at such time minus (without duplication) (i) the aggregate
         amount of such liabilities that are expressly agreed by the holders of
         such liabilities to be non-recourse to such Non-Qualified Partnership
         (the "Partnership Non-Recourse Liabilities") and (ii) the aggregate
         amount of such liabilities that are expressly agreed by the holders of
         such liabilities to be non-recourse to such Person (the "Partner
         Non-Recourse Liabilities") exceeds (b) 85% of the aggregate amount of
         the total tangible assets of such Non-Qualified Partnership at such
         time minus (without duplication) (x) the aggregate amount of the
         Partnership Non-Recourse Liabilities at such time and (y) the aggregate
         amount of the Partner Non-Recourse Liabilities at such time, as
         determined in accordance with GAAP.

                  "Note" means a promissory note of the Borrower payable to the
         order of any Lender, in substantially the form of Exhibit A hereto,
         evidencing the aggregate indebtedness of the Borrower to such Lender
         resulting from the Advances made by such Lender.

                  "Notice of Borrowing" has the meaning specified in Section
         2.02(a).

                  "Notice of Issuance" has the meaning specified in Section
         2.16.

                  "NPL" means the National Priorities List under CERCLA.

                  "Obligations" means, with respect to any Person, any payment,
         performance or other obligation of such Person of any kind, including,
         without limitation, any liability of such Person on any claim, whether
         or not the right of any creditor to payment in respect of such claim is
         reduced to judgment, liquidated, unliquidated, fixed, contingent,
         matured, disputed, undisputed, legal, equitable, secured or unsecured,
         and whether or not such claim is discharged, stayed or otherwise
         affected by any proceeding referred to in Section 6.01(f). Without
         limiting the generality of the foregoing, the Obligations of any Loan
         Party under the Loan Documents include (a) the obligation to pay
         principal, interest (including interest accruing on or after the filing
         of any petition in bankruptcy or the commencement of any insolvency,
         reorganization or like proceeding,

              Second Amended and Restated Crowley Credit Agreement

<PAGE>

                                       15

         relating to the Borrower, whether or not a claim for post-filing or
         post-petition interest is allowed in such proceeding), Letter of Credit
         commissions, charges, expenses, fees, attorneys' fees and
         disbursements, indemnities and other amounts payable by such Loan Party
         under any Loan Document and (b) the obligation of such Loan Party to
         reimburse any amount in respect of any of the foregoing that any Lender
         Party, in its sole discretion, may elect to pay or advance on behalf of
         such Loan Party.

                  "Other Taxes" has the meaning set forth in Section 2.13(b).

                  "Patriot Act" has the meaning set forth in Section 9.12.

                  "PBGC" means the Pension Benefit Guaranty Corporation (or any
         successor).

                  "Person" means an individual, partnership, corporation
         (including a business trust), joint stock company, trust,
         unincorporated association, joint venture, limited liability company or
         other entity of whatever nature, or a Governmental Authority.

                  "Physical Asset Disposition" has the meaning specified in
         subsection 5.02(e)(vi).

                  "Physical Assets Value" means the most recently appraised
         value of Eligible Physical Assets, such value to be determined and
         adjusted in a manner satisfactory to the Collateral Agent.

                  "Plan" means a Single Employer Plan or a Multiple Employer
         Plan.

                  "Pro Rata Share" of any amount means, with respect to any
         Lender at any time, the product of such amount times a fraction the
         numerator of which is the amount of such Lender's Commitment at such
         time and the denominator of which is the Revolving Credit Facility at
         such time, provided that for purposes of determining each of the
         foregoing numerator and denominator, each Lender's Commitment shall be
         equal to the amount determined pursuant to clause (i) of the definition
         of Commitment in this Section 1.01.

                  "Register" has the meaning specified in Section 9.07(d).

                  "Regulated Subsidiary" means Beacon Insurance Company Limited
         and each other Subsidiary that is prohibited by any applicable law,
         rule or regulation from entering into and performing obligations of a
         guarantor under a Second Amended and Restated Subsidiary Guaranty, each
         as listed on Schedule IX hereto as such schedule may be amended from
         time to time to include any future Subsidiary of the Borrower subject
         to such prohibition.

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

                  "Reimbursement Obligation" means the obligation of the
         Borrower or any Designated Account Party to reimburse any Issuing Bank
         for amounts drawn under the Letters of Credit and other amounts
         reimbursable by the Borrower or such Designated Account Party
         thereunder or under any Letter of Credit Agreement.

                  "Required Lenders" means at any time Lenders owed or holding
         greater than 50% of the sum of (a) the aggregate principal amount of
         the Advances outstanding at such time and (b) the aggregate Available
         Amount of all Letters of Credit outstanding at such time, or, if no
         such principal amount and no Letters of Credit are outstanding at such
         time, Lenders holding greater than 50% of the Revolving Credit Facility
         at such time. For purposes of this definition, the aggregate

              Second Amended and Restated Crowley Credit Agreement

<PAGE>

                                       16

         principal amount of Letter of Credit Advances owing to the Issuing Bank
         and the Available Amount of each Letter of Credit shall be considered
         to be owed to Lenders ratably in accordance with their Commitments.

                  "Requirement of Law" means as to any Person, the certificate
         of incorporation and by-laws or other organizational or governing
         documents of such Person, and any law, treaty, rule or regulation or
         determination of an arbitrator or a court or other Governmental
         Authority, in each case applicable to or binding upon such Person or
         any of its property or to which such Person or any of its property is
         subject.

                  "Responsible Officer" means the chief executive officer of the
         Borrower, the president of the Borrower, the general counsel of the
         Borrower, any senior vice president of the Borrower or any corporate
         vice president of the Borrower having familiarity with the matters in
         respect of which such corporate vice president is acting as a
         Responsible Officer under this Agreement, or, with respect to financial
         matters, the chief financial officer of the Borrower, the treasurer of
         the Borrower or the chief accounting officer of the Borrower.

                  "Restatement Effective Date" means the date of the Initial
         Extension of Credit hereunder.

                  "Restricted Subsidiary" means each Subsidiary of the Borrower
         or of any Subsidiary of the Borrower, other than any Joint Venture.

                  "Revolving Credit Advance" means an advance made by any Lender
         pursuant to Section 2.02(a).

                  "Revolving Credit Borrowing" means a borrowing consisting of
         Revolving Credit Advances of the same Type made on the same day by the
         Lenders, and in the case of Eurodollar Advances, having the same
         Interest Period.

                  "Revolving Credit Facility" means, at any time, the aggregate
         amount of the Lenders' Commitments at such time.

                  "Secured Parties" means the Agents and the Lender Parties.

                  "Second Amended and Restated Assignment of Insurances" means,
         with respect to any Eligible Vessel and Barge, an assignment of
         insurances in substantially the form of Exhibit H hereto, as the same
         may be amended, supplemented or otherwise modified from time to time in
         accordance with this Agreement.

                  "Second Amended and Restated Assignment of Freights and Hires"
         means, with respect to any Eligible Vessel and Barge, an assignment of
         freights and hires in substantially the form of Exhibit I hereto, as
         the same may be amended, supplemented or otherwise modified from time
         to time in accordance with this Agreement.

                  "Second Amended and Restated Subsidiary Guaranty" has the
         meaning specified in Section 3.01(a)(ii).

                  "Ship Mortgage" means, with respect to any Eligible Vessel and
         Barge, a first preferred ship mortgage, including Amendment No. 2 to
         the First Preferred Fleet Mortgages, in substantially the form of
         Exhibit G hereto, as the same may be amended, supplemented or otherwise
         modified from time to time in accordance with this Agreement.

              Second Amended and Restated Crowley Credit Agreement

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                                       17

                  "Ships Value" means the aggregate value of all of the Eligible
         Vessels and Barges (except for any Eligible Vessel or Barge which has
         been disposed of in accordance with subsection 5.01(p)) as determined
         in accordance with the procedures for determining the fair market value
         of each vessel and barge as set forth in each Ship Mortgage, except
         that the value of each Eligible Vessel and Barge that suffers an Event
         of Loss (as defined in the applicable Ship Mortgage) shall (i) in the
         case any Default shall have occurred and be continuing, or shall result
         from such Event of Loss, be zero or (ii) in the case no Default shall
         have occurred and be continuing, or shall result from such Event of
         Loss, become zero upon the earliest of (x) the date that is 90 days
         after the date of such Event of Loss and (y) the date on which the
         insurance proceeds of such Event of Loss are paid to the Mortgagee (as
         defined in the Ship Mortgages) in accordance with Section 1.15 of the
         applicable Ship Mortgage.

                  "Single Employer Plan" means a single employer plan, as
         defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
         employees of the Borrower or any ERISA Affiliate and no Person other
         than the Borrower and the ERISA Affiliates or (b) was so maintained and
         in respect of which the Borrower or any ERISA Affiliate could have
         liability under Section 4069 of ERISA in the event such plan has been
         or were to be terminated.

                  "Solvent" means, with respect to any Person on a particular
         date, that on such date (a) the present fair salable value of the
         assets of such Person is not less than the amount that will be required
         to pay the probable liability of such Person on its debts as they
         become absolute and matured, (b) such Person does not intent to, and
         does not believe that it will, incur debts or liabilities beyond such
         Person's ability to pay as such debts and liabilities mature and (c)
         such Person is not engaged in business or a transaction, and is not
         about to engage in business or a transaction, for which Person's
         property would be unreasonably small in relation to such business or
         such transaction.

                  "Subsidiary" of any Person means any corporation, partnership,
         joint venture, limited liability company, trust or estate or other
         entity of which (or in which) more than 50% of (a) the issued and
         outstanding Equity Interests or other ownership interests having
         ordinary voting power to elect a majority of the board of directors or
         a majority of other equivalent managers of such corporation,
         partnership or other entity are at the time owned, or the management of
         which is otherwise controlled, directly or indirectly through one or
         more intermediaries, or both, by such Person (irrespective of whether
         at the time Equity Interests of any other class or classes of such
         corporation shall or might have voting power upon the occurrence of any
         contingency), or (b) the interest in the capital or profits of such
         limited liability company, partnership or joint venture, or (c) the
         beneficial interest in such trust or estate, is at the time directly or
         indirectly owned or controlled by such Person, by such Person and one
         or more of its other Subsidiaries or by one or more of such Person's
         other Subsidiaries.

                  "Taxes" has the meaning set forth in Section 2.13(a).

                  "Termination Date" means the earliest of (i) the date of
         termination in whole of the Commitments pursuant to Section 2.04 or
         6.01 and (ii) February 27, 2009.

                  "Title XI Financing Agreements" means any and all documents
         and agreements executed by the Borrower or any Title XI Subsidiary
         evidencing obligations incurred in connection with any financing
         guaranteed under Title XI of the Merchant Marine Act of 1936, as
         amended.

                  "Title XI Subsidiaries" means the collective reference to
         Crowley Liner Services, Inc., Vessel Management Services, Inc., Crowley
         Marine Services, Inc., Julius Owner Corporation and Frances Owner
         Corporation.

              Second Amended and Restated Crowley Credit Agreement

<PAGE>

                                       18

                  "Total Debt" means, as to the Borrower and its Consolidated
         Subsidiaries at any time, the aggregate sum of (a) all Indebtedness (as
         reflected on the Consolidated balance sheet of the Borrower), (b)
         future lease commitments (as such future lease commitments are
         presented in the Borrower's most recent annual consolidated financial
         statements that are available at the end of the period delivered to the
         Lenders pursuant to Section 5.03(b) or in such other statement or
         report that is publicly disclosed) discounted at a rate of 10% and (c)
         all Guaranty Obligations valued at the full amount of the underlying
         obligation (as reflected in the footnote to the Consolidated balance
         sheet of the Borrower) and other contingent liabilities. For purposes
         of calculating Total Debt, the total future payments under leases
         constituting time charters, to be reported by the Borrower pursuant to
         Section 5.03(b) and (c), shall be reduced by 25% prior to application
         of the discount referred to in clause (b) above.

                  "Type" refers to each of the two categories of Advances,
         namely Advances bearing interest at the Base Rate and Advances bearing
         interest at the Eurodollar Rate.

                  "Unused Commitment" means, with respect to any Lender at any
         time, (a) such Lender's Commitment at such time minus (b) the sum of
         (i) the aggregate principal amount of all Advances made by such Lender
         and outstanding at such time, plus (ii) such Lender's Pro Rata Share of
         each of (A) the aggregate Available Amount of all Letters of Credit
         outstanding at such time and (B) the aggregate principal amount of all
         Letter of Credit Advances outstanding at such time other than any such
         Letter of Credit Advance which, at or prior to such time, has been
         assigned in part to such Lender pursuant to Section 2.16(d).

                  "Vessel or Barge Disposition" has the meaning specified in
         subsection 5.02(e)(vi).

                  "Welfare Plan" means a welfare plan, as defined in Section
         3(1) of ERISA.

                  "Wholly Owned Subsidiary" means any Restricted Subsidiary of
         the Borrower, all of the outstanding equity interests in which are
         owned, directly or indirectly, by the Borrower.

                  "Withdrawal Liability" has the meaning specified in Part I of
         Subtitle E of Title IV of ERISA.

                  "Yukon Acquisition" means the Borrower's acquisition of the
         common stock or assets of Yukon Fuel Company and/or Service Oil & Gas,
         Inc. or other assets satisfactory to the Required Lenders, in each
         case, with the proceeds of the DNB Credit Facility.

                  Section 1.02. Computation of Time Periods. In this Agreement
in the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including" and the words "to" and "until"
each mean "to but excluding".

                  Section 1.03. Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles from time to time in effect in the United States
("GAAP").

              Second Amended and Restated Crowley Credit Agreement

<PAGE>

                                       19

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

                  Section 2.01. The Advances. (a) Revolving Credit Advances.
Each Lender severally agrees, on the terms and conditions hereinafter set forth,
to make advances (each a "Revolving Credit Advance") to the Borrower from time
to time on any Business Day during the period from the Restatement Effective
Date until the Termination Date; provided that with respect to any requested
Revolving Credit Advance the amount of such Revolving Credit Advance does not
exceed either such Lender's Unused Commitment at such time or such Lender's Pro
Rata Share of the Borrowing Base Availability. Each Borrowing (other than any
Borrowing comprised of Letter of Credit Advances deemed to be converted to
Revolving Credit Advances pursuant to Section 2.16(f)(i)) shall be in an
aggregate amount of $3,000,000 or an integral multiple of $100,000 in excess
thereof (other than a Borrowing the proceeds of which shall be used solely to
repay or prepay in full outstanding Letter of Credit Advances). Each Borrowing
shall consist of Revolving Credit Advances of the same Type made on the same day
by the Lenders ratably according to their respective Commitments. Within the
limits of each Lender's Unused Commitment, the Borrower may borrow under this
Section 2.01(a), prepay pursuant to Section 2.09 and reborrow under this Section
2.01(a).

                  Section 2.02. Making the Revolving Credit Advances. (a) Except
as otherwise provided in Section 2.16(f)(i) in respect of Letter of Credit
Advances deemed converted to Revolving Credit Advances, each Borrowing shall be
made on notice, given not later than 1:00 P.M. (New York City time) on the third
Business Day prior to the date of the proposed Borrowing in the case of a
Borrowing consisting of Eurodollar Rate Advances, or the date of the proposed
Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the
Borrower to the Administrative Agent, which shall give to each Lender prompt
notice thereof by telecopier. Each such notice of a Borrowing (a "Notice of
Borrowing") shall be by telephone, confirmed immediately in writing, or by
telecopier, in substantially the form of Exhibit B hereto, specifying therein
the requested (i) date of such Borrowing, (ii) Type of Revolving Credit Advances
comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in
the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest
Period for each such Advance. Each Lender shall, before 3:00 P.M. (New York City
time) on the date of such Borrowing, make available for the account of its
Applicable Lending Office to the Administrative Agent at the Administrative
Agent's Account, in same day funds, such Lender's ratable portion of such
Borrowing. After the Administrative Agent's receipt of such funds and upon
fulfillment of the applicable conditions set forth in Article III, the
Administrative Agent will make such funds available to the Borrower at the
Administrative Agent's address referred to in Section 9.02; provided, however,
that the Administrative Agent shall first make a portion of such funds equal to
the aggregate principal amount of any Letter of Credit Advances made by any
Issuing Bank, or, in either case, by any other Lender and outstanding on the
date of such Borrowing, plus interest accrued and unpaid thereon to and as of
such date, available to such Issuing Bank, as the case may be, and, in either
case, such other Lenders for repayment of such Letter of Credit Advances.
Effective as of the Restatement Effective Date, all "Revolving Credit Advances"
outstanding under the Existing Credit Agreement (the "Existing Advances") shall
automatically be deemed to be Revolving Credit Advances hereunder.

                  (b) Anything in subsection (a) above to the contrary
notwithstanding, the Eurodollar Rate Advances may not be outstanding as part of
more than six separate Eurodollar Rate Tranches.

                  (c) Each Notice of Borrowing shall be irrevocable and binding
on the Borrower. In the case of any Borrowing that the related Notice of
Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower
shall indemnify each Lender against any loss, cost or expense incurred by such
Lender as a result of any failure to fulfill on or before the date specified in
such Notice of Borrowing for such Borrowing the applicable conditions set forth
in Article III, including, without limitation, any

              Second Amended and Restated Crowley Credit Agreement

<PAGE>

                                       20

loss (including loss of anticipated profits), cost or expense incurred by reason
of the liquidation or reemployment of deposits or other funds acquired by such
Lender to fund the Advance to be made by such Lender as part of such Borrowing
when such Advance, as a result of such failure, is not made on such date.

                  (d) Unless the Administrative Agent shall have received notice
from a Lender prior to the date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender's ratable portion of such
Borrowing, the Administrative Agent may assume that such Lender has made such
portion available to the Administrative Agent on the date of such Borrowing in
accordance with subsection (a) of this Section 2.02 and the Administrative Agent
may, in reliance upon such assumption, make available to the Borrower on such
date a corresponding amount. If and to the extent that such Lender shall not
have so made such ratable portion available to the Administrative Agent, such
Lender and the Borrower severally agree to repay to the Administrative Agent
forthwith on demand such corresponding amount together with interest thereon,
for each day from the date such amount is made available to the Borrower until
the date such amount is repaid to the Administrative Agent, at (i) in the case
of the Borrower, the interest rate applicable at the time to Advances comprising
such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If
such Lender shall repay to the Administrative Agent such corresponding amount,
such amount so repaid shall constitute such Lender's Advance as part of such
Borrowing for purposes of this Agreement.

                  (e) The failure of any Lender to make the Advance to be made
by it as part of any Borrowing shall not relieve any other Lender of its
obligation, if any, hereunder to make its Advance on the date of such Borrowing,
but no Lender shall be responsible for the failure of any other Lender to make
the Advance to be made by such other Lender on the date of any Borrowing.

                  Section 2.03. Fees. (a) Commitment Fee. The Borrower shall pay
to the Administrative Agent for the account of each Lender a commitment fee on
the average daily Unused Commitment of such Lender during the quarter for which
such commitment fee is payable, from the Restatement Effective Date in the case
of each Initial Lender and from the later of such date and the effective date
specified in the Assignment and Acceptance pursuant to which it became a Lender
in the case of each other Lender until the Termination Date at a rate per annum
equal to the Commitment Fee Rate. Such commitment fee shall in all cases be
payable in arrears quarterly on the last Business Day of each March, June,
September and December, commencing on March 31, 2004, and on the Termination
Date.

                  (b) Upfront Fees. The Borrower shall pay to the Administrative
Agent for the account of each Initial Lender on the Restatement Effective Date
an upfront fee on the Commitment of such Initial Lender in an amount equal to
0.35% of such Initial Lender's Commitment.

                  (c) Agents' Fees. The Borrower shall pay to the Administrative
Agent for its account such fees as may from time to time be agreed between the
Borrower and such agent.

                  Section 2.04. Termination or Reduction of the Commitments. (a)
The Borrower shall have the right, upon at least three Business Days' notice to
the Administrative Agent, to terminate in whole or reduce ratably in part the
Unused Commitments or the unused portion of the Letter of Credit Commitments,
provided that each partial reduction of the Revolving Credit Facility or the
Letter of Credit Facility (i) shall be in the aggregate amount of $5,000,000 or
an integral multiple of $1,000,000 in excess thereof and (ii) shall be made
ratably among the Lenders or the Issuing Banks, as the case may be, in
accordance with their Commitments with respect to the Revolving Credit Facility
or their Letter of Credit Commitment with respect to the Letter of Credit
Facility, as the case may be.

              Second Amended and Restated Crowley Credit Agreement

<PAGE>

                                       21

                  (b) The Letter of Credit Facility shall be permanently reduced
from time to time on the date of each reduction in the Revolving Credit Facility
by the amount, if any, by which the amount of the Letter of Credit Facility
exceeds the Revolving Credit Facility after giving effect to such reduction of
the Revolving Credit Facility.

                  Section 2.05. Repayment of Advances. (a) Revolving Credit
Advances. The Borrower shall repay to the Administrative Agent for the ratable
account of the Lenders on the Termination Date the aggregate principal amount of
the Revolving Credit Advances then outstanding.


                  Section 2.06. Interest. (a) Scheduled Interest. The Borrower
shall pay interest on the unpaid principal amount of each Advance owing to each
Lender from the date such Advance is made until such principal amount shall be
paid in full, at the following rates per annum:

                  (i)  Base Rate Advances. During such periods as such Advance
         is a Base Rate Advance, at a rate per annum equal at all times to the
         sum of (x) the Base Rate in effect from time to time plus (y) the
         Applicable Margin in effect from time to time, payable in arrears
         quarterly on the last Business Day of each March, June, September and
         December during such periods and on the date such Base Rate Advance
         shall be Converted or paid in full.

                  (ii) Eurodollar Rate Advances. During such periods as such
         Advance is a Eurodollar Rate Advance, at a rate per annum at all times
         during each Interest Period for the Eurodollar Rate Tranche of such
         Advance equal to the sum of (x) the Eurodollar Rate for such Interest
         Period for such Eurodollar Rate Tranche plus (y) the Applicable Margin
         in effect from time to time, payable in arrears on the last day of such
         Interest Period and, if such Interest Period has a duration of more
         than three months, on each day that occurs during such Interest Period
         every three months from the first day of such Interest Period and on
         the date each Eurodollar Rate Advance shall be Converted or paid in
         full.

                  (b)  Default Interest. Upon the occurrence and during the
continuance of an Event of Default, the Borrower shall pay interest on (i) the
unpaid principal amount of each Advance owing to each Lender, payable in arrears
on the dates referred to in clause (a)(i) or (a)(ii) above, at a rate per annum
equal at all times to 2% per annum above the rate per annum required to be paid
on such Advance pursuant to clause (a)(i) or (a)(ii) above ("Default Interest"),
as the case may be, and (ii) to the fullest extent permitted by law, the amount
of any interest, fee or other amount payable hereunder that is not paid when
due, from the date such amount shall be due until such amount shall be paid in
full, payable in arrears on the date such amount shall be paid in full and on
demand, at a rate per annum equal at all times to 2% per annum above the rate
per annum required to be paid on Base Rate Advances pursuant to clause (a)(i)
above.

                  Section 2.07. Interest Rate Determination. (a) If, with
respect to any Eurodollar Rate Advances, the Required Lenders notify the
Administrative Agent that the Eurodollar Rate for any Interest Period for such
Advances will not adequately reflect the cost to such Required Lenders of
making, funding or maintaining their respective Eurodollar Rate Advances for
such Interest Period, the Administrative Agent shall forthwith so notify the
Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will
automatically, on the last day of the then existing Interest Period therefor,
Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to
make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended
until the Administrative Agent shall notify the Borrower and the Lenders that
the circumstances causing such suspension no longer exist.

                  (b)  If the Borrower shall fail to select the duration of any
Interest Period for any Eurodollar Rate Advances in accordance with the
provisions contained in the definition of "Interest Period"

              Second Amended and Restated Crowley Credit Agreement

<PAGE>

                                       22

in Section 1.01, the Administrative Agent will forthwith so notify the Borrower
and the Lenders and such Advances will automatically, on the last day of the
then existing Interest Period therefor, Convert into Base Rate Advances.

                  (c) Upon the occurrence and during the continuance of any
Event of Default under Section 6.01(a) or Section 6.01(f), (i) each Eurodollar
Rate Advance will automatically, on the last day of the then existing Interest
Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the
Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be
suspended.

                  Section 2.08. Optional Conversion of Advances. The Advances
included in each Borrowing shall bear interest initially at the type of rate
specified by the Borrower in the applicable Notice of Borrowing, or in the case
of Letter of Credit Advances deemed to be converted to Revolving Credit Advances
pursuant to Section 2.16(f)(i), initially at the Base Rate. Thereafter, the
Borrower may on any Business Day, upon notice given to the Administrative Agent
not later than 1:00 P.M. (New York City time) on the third Business Day prior to
the date of the proposed Conversion and subject to the provisions of Sections
2.07 and 2.11, Convert all or a portion of Advances of one Type comprising the
same Group of Advances into Advances of the other Type; provided, however, that
any Conversion of Base Rate Advances into Eurodollar Rate Advances shall be in
an amount not less than the minimum amount specified in Section 2.01(a) and no
Conversion of any Advances shall result in more separate Eurodollar Rate
Tranches than permitted under Section 2.02(b); and provided further that with
respect to the Conversion of a portion of Advances comprising part of the same
Group, such portion is allocated ratably among the Advances comprising such
Group and each resulting Eurodollar Rate Tranche is in an aggregate amount of
$3,000,000 or an integral multiple of $100,000 in excess thereof. Each such
notice of a Conversion shall, within the restrictions specified above, specify
(i) the date of such Conversion, (ii) the Advances to be Converted, (iii) if
such Conversion is into Eurodollar Rate Advances, the duration of the initial
Interest Period for the Eurodollar Rate Tranche to be comprised of such Advances
and (iv) the Group of Advances (or portion thereof) to which such notice
applies. Each notice of Conversion shall be irrevocable and binding on the
Borrower.

                  Section 2.09. Prepayments. (a) Optional. The Borrower may,
upon at least (i) three Business Days' notice in the case of Eurodollar Rate
Advances and (ii) one Business Day's notice in the case of any other Advance, in
each case, to the Administrative Agent stating the proposed date and aggregate
principal amount of the prepayment, and if such notice is given the Borrower
shall, prepay the outstanding principal amount of the Advances in whole or
ratably in part, and in the case of Eurodollar Advances together with accrued
interest to the date of such prepayment on the principal amount prepaid;
provided, however, that (x) each partial prepayment shall be in an aggregate
principal amount of $3,000,000 or an integral multiple of $100,000 in excess
thereof and (y) in the event of any such prepayment of a Eurodollar Rate
Advance, the Borrower shall be obligated to reimburse the Lenders in respect
thereof pursuant to Section 9.04(c).

                  (b) Mandatory. The Borrower shall (i) on each Business Day,
prepay an aggregate principal amount of the Advances equal to the amount by
which (A) the sum of the aggregate principal amount of (x) the Advances and (y)
the aggregate Available Amount of all Letters of Credit then outstanding exceeds
(B) the Revolving Credit Facility on such Business Day, (ii) on each Business
Day, prepay an aggregate principal amount of the Advances equal to the amount by
which (A) the sum of the aggregate principal amount of (x) the Advances and (y)
the aggregate Available Amount of all Letters of Credit then outstanding exceeds
(B) the Borrowing Base on such Business Day, prepay all outstanding Advances,
together with all accrued interest and fees. Prepayments of the Revolving Credit
Facility made pursuant to this subsection (b) shall be first applied to prepay
Letter of Credit Advances then outstanding until such Advances are paid in full
and second applied to prepay Revolving Credit Advances then outstanding
comprising part of the same Borrowings until such Advances are paid in full, in
each case, together with the respective interest accrued thereon. If, after
giving effect to the foregoing payments or

              Second Amended and Restated Crowley Credit Agreement


<PAGE>

                                       23

if no Advances are at such time outstanding, the aggregate Available Amount of
all Letters of Credit then outstanding exceeds the Letter of Credit Facility,
then the Borrower shall cash collateralize the Letters of Credit in an aggregate
amount equal to such excess in accordance with arrangements reasonably
satisfactory to the Administrative Agent.

                  Section 2.10. Increased Costs. (a) If, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request from any central
bank or other governmental authority (whether or not having the force of law)
which compliance was not required as of the date hereof, there shall be any
increase in the cost to any Lender of agreeing to make or making, funding or
maintaining Eurodollar Rate Advances or of agreeing to issue or of issuing or
maintaining Letters of Credit or of agreeing to make or of making Letter of
Credit Advances (excluding for purposes of this Section 2.10 any such increased
costs resulting from (i) Taxes or Other Taxes (as to which Section 2.13 shall
govern) and (ii) changes in the basis of taxation of overall net income or
overall gross income by the United States or by the foreign jurisdiction or
state under the laws of which such Lender is organized or has its Applicable
Lending Office or any political subdivision thereof), then the Borrower shall
from time to time, within 30 days after demand by such Lender (with a copy of
such demand to the Administrative Agent), pay to the Administrative Agent for
the account of such Lender additional amounts sufficient to compensate such
Lender for such increased cost; provided, however, that before making any such
demand, each Lender agrees to use reasonable efforts (consistent with its
internal policy and legal and regulatory restrictions) to designate a different
Applicable Lending Office if the making of such a designation would avoid the
need for, or reduce the amount of, such increased cost and would not, in the
reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.
A certificate as to the amount of such increased cost, submitted to the Borrower
and the Administrative Agent by such Lender, shall be conclusive and binding for
all purposes, absent manifest error.

                  (b) If any Lender determines (taking into account such
Lender's, or its controlling corporation's, policies with respect to capital
adequacy) that compliance, which compliance was not required as of the date
hereof, with any law or regulation or any guideline or request from any central
bank or other governmental authority (whether or not having the force of law)
affects or would affect the amount of capital required or expected to be
maintained by such Lender or any corporation controlling such Lender and that
the amount of such capital is increased by or based upon the existence of such
Lender's commitment to lend hereunder and other commitments of such type or the
issuance or maintenance of Letters of Credit (or similar contingent
obligations), then, within 30 days after demand by such Lender (with a copy of
such demand to the Administrative Agent), the Borrower shall pay to the
Administrative Agent for the account of such Lender, from time to time as
specified by such Lender, additional amounts sufficient to compensate such
Lender or such corporation in the light of such circumstances, to the extent
that such Lender reasonably determines such increase in capital to be allocable
to the existence of such Lender's commitment to lend hereunder or to the
issuance or maintenance of any Letters of Credit. A certificate as to such
amounts submitted to the Borrower and the Administrative Agent by such Lender
shall be conclusive and binding for all purposes, absent manifest error.

                  Section 2.11. Illegality. Notwithstanding any other provision
of this Agreement, if any Lender shall notify the Administrative Agent that the
introduction of or any change in or in the interpretation of any law or
regulation shall make it unlawful, or any central bank or other governmental
authority shall assert that it is unlawful, for any Lender or its Eurodollar
Lending Office to perform its obligations hereunder to make Eurodollar Rate
Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder,
then, on notice thereof and demand therefor by such lender to the Borrower
through the Administrative Agent (i) each Eurodollar Rate Advance will
automatically, upon such demand, Convert into a Base Rate Advance and (ii) the
obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate
Advances shall be suspended until the Administrative Agent shall notify the
Borrower that such Lender has determined that the circumstances causing such
suspension no longer

              Second Amended and Restated Crowley Credit Agreement

<PAGE>

                                       24

exist; provided, however, that before making any such demand, such Lender agrees
to use reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions) to designate a different Eurodollar Lending Office if
the making of such a designation would allow such Lender or its Eurodollar
Lending Office to continue to perform its obligations to make Eurodollar Rate
Advances or to continue to fund or maintain Eurodollar Rate Advances and would
not, in the judgment of such Lender, be otherwise disadvantageous to such
Lender.

                  Section 2.12. Payments and Computations. (a) The Borrower
shall make each payment hereunder and under the Notes not later than 1:00 P.M.
(New York City time) on the day when due in Dollars to the Administrative Agent
at the Administrative Agent's Account in same day funds. The Administrative
Agent will promptly thereafter cause to be distributed like funds relating to
the payment of principal or interest or facility fees ratably (other than
amounts payable pursuant to Section 2.10, 2.13 or 9.04(c)) to the Lenders for
the account of their respective Applicable Lending Offices, and like funds
relating to the payment of any other amount payable to any Lender to such Lender
for the account of its Applicable Lending Office, in each case to be applied in
accordance with the terms of this Agreement. Upon its acceptance of an
Assignment and Acceptance and recording of the information contained therein in
the Register pursuant to Section 9.07(d), from and after the effective date
specified in such Assignment and Acceptance, the Administrative Agent shall make
all payments hereunder and under the Notes in respect of the interest assigned
thereby to the Lender assignee thereunder, and the parties to such Assignment
and Acceptance shall make all appropriate adjustments in such payments for
periods prior to such effective date directly between themselves.

                  (b) The Borrower hereby authorizes each Lender, if and to the
extent payment owed to such Lender is not made when due hereunder or under the
Note held by such Lender, to charge from time to time against any or all of the
Borrower's accounts with such Lender any amount so due. Each Lender agrees
promptly to notify the Borrower after any such charge against the Borrower's
accounts, provided that the failure to give such notice shall not affect the
validity of such charge.

                  (c) All computations of interest based on the rate of interest
set forth in clause (a) of the definition of "Base Rate" shall be made by the
Administrative Agent on the basis of a year of 365 or 366 days, as the case may
be, and all computations of interest based on the Eurodollar Rate, the Federal
Funds Rate or on the rate of interest set forth in clause (b) of the definition
of "Base Rate" and of fees and Letter of Credit commissions shall be made by the
Administrative Agent on the basis of a year of 360 days, in each case for the
actual number of days (including the first day but excluding the last day)
occurring in the period for which such interest, fees or Letter of Credit
commissions are payable. Each determination by the Administrative Agent of an
interest rate, fee or Letter of Credit commission hereunder shall be conclusive
and binding for all purposes, absent manifest error.

                  (d) Whenever any payment hereunder or under the Notes shall be
stated to be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day, and such extension of time shall in such
case be included in the computation of payment of interest or fee, as the case
may be; provided, however, that, if such extension would cause payment of
interest on or principal of Eurodollar Rate Advances to be made in the next
following calendar month, such payment shall be made on the next preceding
Business Day.

                  (e) Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to any Lender
hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each such Lender on
such due date an amount equal to the amount then due such Lender. If and to the
extent the Borrower shall not have so made such payment in full to the
Administrative Agent, each such Lender shall repay to the Administrative Agent
forthwith on demand such

              Second Amended and Restated Crowley Credit Agreement

<PAGE>

                                       25

amount distributed to such Lender together with interest thereon, for each day
from the date such amount is distributed to such Lender until the date such
Lender repays such amount to the Administrative Agent, at the Federal Funds
Rate.

                  Section 2.13. Taxes. (a) Any and all payments by the Borrower
hereunder or under the Notes shall be made, in accordance with Section 2.12,
free and clear of and without deduction for any and all present or future taxes,
levies, imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, excluding, in the case of each Lender Party and each Agent,
taxes that are imposed on its overall net income by the United States and taxes
that are imposed on its overall net income (and franchise taxes imposed in lieu
thereof) by the state or foreign jurisdiction under the laws of which such
Lender Party or such Agent, as the case may be, is organized or any political
subdivision thereof and, in the case of each Lender Party, taxes that are
imposed on its overall net income (and franchise taxes imposed in lieu thereof)
by the state or foreign jurisdiction of such Lender Party's Applicable Lending
Office or any political subdivision thereof (all such non-excluded taxes,
levies, imposts, deductions, charges, withholdings and liabilities in respect of
payments hereunder or under the Notes being hereinafter referred to as "Taxes").
If the Borrower shall be required by law to deduct any Taxes from or in respect
of any sum payable hereunder or under any Note to any Lender Party or any Agent,
(i) the sum payable by the Borrower shall be increased as may be necessary so
that after the Borrower and the Administrative Agent have made all required
deductions (including deductions applicable to additional sums payable under
this Section 2.13) such Lender Party or such Agent, 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 all such deductions and (iii) the Borrower
shall pay the full amount deducted to the relevant taxation authority or other
authority in accordance with applicable law.

                  (b) In addition, the Borrower shall pay any present or future
stamp, documentary, excise, property or similar taxes, charges or levies that
arise from any payment made hereunder or under the Notes or from the execution,
delivery or registration of, performance under, or otherwise with respect to,
this Agreement or the Notes (hereinafter referred to as "Other Taxes").

                  (c) The Borrower shall indemnify each Lender Party and each
Agent for and hold them harmless against the full amount of Taxes and Other
Taxes, and for the full amount of taxes of any kind imposed by any jurisdiction
on amounts payable under this Section 2.13, imposed on or paid by such Lender
Party or such Agent (as the case may be) and any liability (including penalties,
additions to tax, interest and expenses) arising therefrom or with respect
thereto. This indemnification shall be made within 30 days from the date such
Lender Party or such Agent (as the case may be) makes written demand therefor.

                  (d) Within 30 days after the date of any payment of Taxes, the
Borrower shall furnish to the Administrative Agent, at its address referred to
in Section 9.02, the original or a certified copy of a receipt evidencing such
payment. In the case of any payment hereunder or under the Notes by or on behalf
of the Borrower through an account or branch outside the United States or by or
on behalf of the Borrower by a payor that is not a United States person, if the
Borrower determines that no Taxes are payable in respect thereof, the Borrower
shall furnish, or shall cause such payor to furnish, to the Administrative
Agent, at such address, an opinion of counsel acceptable to the Administrative
Agent stating that such payment is exempt from Taxes. For purposes of
subsections (d) and (e) of this Section 2.13, the terms "United States" and
"United States person" shall have the meanings specified in Section 7701 of the
Internal Revenue Code.

                  (e) Each Lender Party organized under the laws of a
jurisdiction outside the United States shall, on or prior to the date of its
execution and delivery of this Agreement in the case of each Initial Lender
Party, and on the date of the Assignment and Acceptance pursuant to which it
becomes a Lender Party in the case of each other Lender Party, and from time to
time thereafter as requested in

              Second Amended and Restated Crowley Credit Agreement

<PAGE>

                                       26

writing by the Borrower (but only so long thereafter as such Lender Party
remains lawfully able to do so), provide each of the Administrative Agent and
the Borrower with two original Internal Revenue Service forms W8-ECI or W8-BEN,
as appropriate, or any successor or other form prescribed by the Internal
Revenue Service, certifying that such Lender Party is exempt from or entitled to
a reduced rate of United States withholding tax on payments pursuant to this
Agreement or the Notes. If the forms provided by a Lender Party at the time such
Lender Party first becomes a party to this Agreement indicate a United States
interest withholding tax rate in excess of zero, withholding tax at such rate
shall be considered excluded from Taxes unless and until such Lender Party
provides the appropriate forms certifying that a lesser rate applies, whereupon
withholding tax at such lesser rate only shall be considered excluded from Taxes
for periods governed by such forms; provided, however, that if, at the effective
date of the Assignment and Acceptance pursuant to which a Lender Party becomes a
party to this Agreement, the Lender Party assignor was entitled to payments
under subsection (a) of this Section 2.13 in respect of United States
withholding tax with respect to interest paid at such date, then, to such
extent, the term Taxes shall include (in addition to withholding taxes that may
be imposed in the future or other amounts otherwise includable in Taxes) United
States withholding tax, if any, applicable with respect to the Lender Party
assignee on such date. If any form or document referred to in this subsection
(e) requires the disclosure of information, other than information necessary to
compute the tax payable and information required on the date hereof by Internal
Revenue Service form W8-ECI or W8-BEN, that the applicable Lender Party
reasonably considers to be confidential, such Lender Party shall give notice
thereof to the Borrower and shall not be obligated to include in such form or
document such confidential information. Upon the request of the Borrower, any
Lender that is a United States person and is not an exempt recipient for U.S.
backup withholding purposes shall deliver to the Borrower two copies of Internal
Revenue Service form W-9 (or any successor form).

                  (f) For any period with respect to which a Lender Party has
failed to provide the Borrower with the appropriate form described in subsection
(e) above (other than if such failure is due to a change in law occurring after
the date on which a form originally was required to be provided or if such form
otherwise is not required under subsection (e) above), such Lender Party shall
not be entitled to indemnification under subsection (a) or (c) of this Section
2.13 with respect to Taxes imposed by the United States by reason of such
failure; provided, however, that should a Lender Party become subject to Taxes
because of its failure to deliver a form required hereunder, the Borrower shall
take such steps as such Lender Party shall reasonably request to assist such
Lender Party to recover such Taxes.

                  (g) Any Lender Party claiming any additional amounts payable
pursuant to this Section 2.13 agrees to use reasonable efforts (consistent with
its internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Eurodollar Lending Office if the making of such a change
would avoid the need for, or reduce the amount of, any such additional amounts
that may thereafter accrue and would not, in the reasonable judgment of such
Lender Party, be otherwise disadvantageous to such Lender Party.

                  Section 2.14. Sharing of Payments, Etc. If any Lender shall
obtain any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) on account of the Advances owing to it (other
than pursuant to Section 2.10, 2.13 or 9.04(c)) in excess of its ratable share
of payments on account of the Advances obtained by all the Lenders, such Lender
shall forthwith purchase from the other Lenders such participations in the
Advances owing to them as shall be necessary to cause such purchasing Lender to
share the excess payment ratably with each of them; provided, however, that if
all or any portion of such excess payment is thereafter recovered from such
purchasing Lender, such purchase from each Lender shall be rescinded and such
Lender shall repay to the purchasing Lender the purchase price to the extent of
such recovery together with an amount equal to such Lender's ratable share
(according to the proportion of (i) the amount of such Lender's required
repayment to (ii) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in respect
of the total amount so recovered. The Borrower agrees that any Lender

              Second Amended and Restated Crowley Credit Agreement

<PAGE>

                                       27

so purchasing a participation from another Lender pursuant to this Section 2.14
may, to the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off) with respect to such participation as fully as
if such Lender were the direct creditor of the Borrower in the amount of such
participation.

                  Section 2.15. Use of Proceeds. The proceeds of the Advances
shall be used (a) to refinance the Existing Credit Agreement and (b) for ongoing
working capital requirements and other general corporate purposes of the
Borrower and its Subsidiaries, provided that such proceeds of the Advances shall
not be used to make any acquisition (other than in the ordinary course of
business consistent with past practices).

                  Section 2.16. Issuance of and Drawings and Reimbursement Under
Letters of Credit. (a) Letters of Credit. Each Issuing Bank severally agrees, on
the terms and conditions hereinafter set forth, to issue standby and, in the
sole discretion of the respective Issuing Bank, direct-pay, letters of credit
(together with the Existing Letters of Credit, the "Letters of Credit") for the
account of the Borrower or a Designated Account Party from time to time on any
Business Day during the period from the Restatement Effective Date until 30 days
before the Termination Date (i) in an aggregate Available Amount for all Letters
of Credit issued by such Issuing Bank not to exceed at any time such Issuing
Bank's Letter of Credit Commitment less such Issuing Bank's Letter of Credit
Advances and (ii) in an Available Amount for each such Letter of Credit not to
exceed the least of (x) the Letter of Credit Sub-Limit at such time, (y) the
Unused Commitments of the Lenders at such time and (z) the Borrowing Base
Availability at such time. No Letter of Credit shall have an expiration date
(including all rights of the Borrower or the beneficiary to require renewal)
later than the earlier of one year after the Termination Date and one year after
the date of issuance thereof. Any Letter of Credit may, upon request of the
Borrower or Designated Account Party, as the case may be, include a provision
whereby such Letter of Credit may be renewed for additional consecutive periods
of 12 months or less, provided that the consent of the Required Lenders and the
Issuing Bank will be required for any such renewal during the continuance of a
Default or Event of Default. Within the limits of the Letter of Credit Facility,
and subject to the limits referred to above, the Borrower or a Designated
Account Party may request the issuance of Letters of Credit under this Section
2.16(a), the Borrower may repay any Letter of Credit Advances resulting from
drawings thereunder pursuant to Section 2.16(d) and the Borrower or a Designated
Account Party may request the issuance of additional Letters of Credit under
this Section 2.16(a). Each Letter of Credit shall be denominated in Dollars.

                  (b) Request for Issuance. Each Letter of Credit shall be
issued upon notice, given not later than 1:00 P.M. (New York City time) on the
fifth Business Day prior to the date of the proposed issuance of such Letter of
Credit, by the Borrower or any Designated Account Party to any Issuing Bank,
which shall give to the Administrative Agent and each Lender prompt notice
thereof by telecopier. Each such notice of issuance of a Letter of Credit (a
"Notice of Issuance") shall be by telephone, confirmed immediately in writing,
or telecopier, specifying therein the requested (A) date of such issuance (which
shall be a Business Day), (B) Available Amount of such Letter of Credit, (C)
expiration date of such Letter of Credit, (D) name and address of the
beneficiary of such Letter of Credit and (E) form of such Letter of Credit, and
shall be accompanied by such application and agreement for letter of credit as
such Issuing Bank may specify to the Borrower or such Designated Account Party
for use in connection with such requested Letter of Credit (a "Letter of Credit
Agreement"). If (x) the requested form of such Letter of Credit and the identity
and location of the proposed beneficiary thereof is acceptable to the Issuing
Bank consistent with such Issuing Bank's established policies generally
applicable to the issuance of letters of credit and any applicable law and (y)
it has not received notice of objection to such issuance from the Required
Lenders such Issuing Bank will, upon fulfillment of the applicable conditions
set forth in Article III, make such Letter of Credit available to the Borrower
or such Designated Account Party at its office referred to in Section 9.02 or as
otherwise agreed with the Borrower or such Designated Account Party in
connection with such issuance. In the event and to the extent that the
provisions of any Letter of Credit Agreement shall

              Second Amended and Restated Crowley Credit Agreement

<PAGE>

                                       28

conflict with this Agreement, the provisions of this Agreement shall govern.
Notwithstanding Section 9.07, from time to time any Issuing Bank may, by notice
to the Administrative Agent and the Borrower, assign to an Affiliate of such
Issuing Bank which is at such time also an Issuing Bank all or a portion of such
assigning Issuing Bank's Letter of Credit Commitment hereunder. Upon the
issuance of a Letter of Credit, each Lender shall be deemed to have a risk
participation in such Letter of Credit to the extent of its Pro Rata Share of
the Available Amount of such Letter of Credit.

                  (c) Letter of Credit Reports. Each Issuing Bank shall furnish
(A) to the Administrative Agent on the first Business Day of each month a
written report summarizing issuance and expiration dates of Letters of Credit
issued during the previous month by such Issuing Bank and drawings during such
month under all Letters of Credit, (B) to each Lender on the first Business Day
of each month a written report summarizing issuance and expiration dates of
Letters of Credit issued by such Issuing Bank during the preceding month and
drawings during such month under all Letters of Credit issued by such Issuing
Bank and (C) to the Administrative Agent and each Lender on the first Business
Day of each calendar quarter a written report setting forth the average daily
aggregate Available Amount during the preceding calendar quarter of all Letters
of Credit issued by such Issuing Bank.

                  (d) Drawing and Reimbursement. The payment by any Issuing Bank
of a draft drawn under any Letter of Credit shall constitute for all purposes of
this Agreement the making by such Issuing Bank of a Letter of Credit Advance,
which shall be a Base Rate Advance, in the amount of the Reimbursement
Obligations relating to such draft as of the date of such Letter of Credit
Advance. Upon written demand by such Issuing Bank, with a copy of such demand to
the Administrative Agent, each Lender shall purchase from such Issuing Bank, and
such Issuing Bank shall sell and assign to each such Lender, such Lender's Pro
Rata Share of such outstanding Letter of Credit Advance as of the date of such
purchase, by making available for the account of its Applicable Lending Office
to the Administrative Agent for the account of such Issuing Bank, by deposit to
the Administrative Agent's Account, in same day funds, an amount equal to the
portion of the outstanding principal amount of such Letter of Credit Advance to
be purchased by such Lender; provided, that, in the case of any payment of a
draft drawn under a Letter of Credit that is a direct-pay letter of credit, the
applicable Issuing Bank shall not make such written demand at any time prior to
the Business Day immediately following the date on which such payment is made;
provided, further, that at any time prior to the date on which such written
demand is made, the Borrower shall be permitted to repay the full amount of such
payment on same-day notice to the Administrative Agent and the applicable
Issuing Bank. Promptly after receipt of such payment, the Administrative Agent
shall transfer such funds to such Issuing Bank. The Borrower hereby agrees to
each such sale and assignment. Each Lender agrees to purchase its Pro Rata Share
of such an outstanding Letter of Credit Advance on (i) the Business Day on which
demand therefor is made by the Issuing Bank which made such Advance, provided
notice of such demand is given not later than 11:00 A.M. (New York City time) on
such Business Day or (ii) the first Business Day next succeeding such demand if
notice of such demand is given after such time. Upon any such assignment by an
Issuing Bank to any other Lender of a portion of a Letter of Credit Advance,
such Issuing Bank represents and warrants to such Lender that such Issuing Bank
is the legal and beneficial owner of such interest being assigned by it, free
and clear of any liens, but makes no other representation or warranty and
assumes no responsibility with respect to such Letter of Credit Advance, the
Loan Documents, any Loan Party or any Designated Account Party. If and to the
extent that any Lender shall not have so made the amount of such Letter of
Credit Advance available to the Administrative Agent, such Lender agrees to pay
to the Administrative Agent forthwith on demand such amount together with
interest thereon, for each day from the date of demand by such Issuing Bank
until the date such amount is paid to the Administrative Agent, at the Federal
Funds Rate for its account or the account of such Issuing Bank, as applicable.
If such Lender shall pay to the Administrative Agent such amount for the account
of such Issuing Bank on any Business Day, such amount so paid in respect of
principal shall constitute a Letter of Credit Advance made by such Lender on
such Business Day for purposes of this Agreement, and the outstanding principal
amount of the Letter of Credit Advance made by such Issuing Bank shall be
reduced by such amount on such Business Day.

              Second Amended and Restated Crowley Credit Agreement

<PAGE>

                                       29

                  (e)  Failure to Make Letter of Credit Advances. The failure of
any Lender to make the Letter of Credit Advance to be made by it on the date
specified in Section 2.16(d) shall not relieve any other Lender of its
obligation hereunder to make its Letter of Credit Advance on such date, but no
Lender shall be responsible for the failure of any other Lender to make the
Letter of Credit Advance to be made by such other Lender on such date.

                  (f)  Letter of Credit Advances. (i) Upon a Lender making
available to the Administrative Agent the amount of the Letter of Credit Advance
pursuant to Section 2.16(d), such Letter of Credit Advance shall be deemed to be
converted to a Revolving Credit Advance to the extent that at such time such
Lender could make a Revolving Credit Advance pursuant to Section 2.01. The
Borrower shall repay to the Administrative Agent for the account of each Issuing
Bank and each Lender that has a Letter of Credit Advance that has not been
converted pursuant to the immediately preceding sentence on the earliest of (i)
demand, (ii) the date of the next Borrowing and (iii) the Termination Date the
outstanding principal amount of each Letter of Credit Advance made by each of
them.

                  (ii) The obligations of the Borrower under this Agreement with
respect to any Letter of Credit, any Letter of Credit Agreement and any other
agreement or instrument relating to any Letter of Credit, including without
limitation, the obligation to repay any Advance arising from a drawing on a
Letter of Credit, shall be unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Agreement, such Letter of Credit
Agreement and such other agreement or instrument under all circumstances,
including, without limitation, the following circumstances and regardless of the
use of proceeds of any drawing under any Letter of Credit or any defense related
thereto:

                  (A)  any lack of validity or enforceability of this Agreement,
         any Note, any Letter of Credit Agreement, any Letter of Credit or any
         other agreement or instrument relating thereto (all of the foregoing
         being, collectively, the "L/C Related Documents");

                  (B)  any change in the time, manner or place of payment of, or
         in any other term of, all or any of the obligations of the Borrower or
         any Designated Account Party in respect of any L/C Related Document or
         any other amendment or waiver of or any consent to departure from all
         or any of the L/C Related Documents;

                  (C)  the existence of any claim, set-off, defense or other
         right that the Borrower or any Designated Account Party may have at any
         time against any beneficiary or any transferee of a Letter of Credit
         (or any Persons for whom any such beneficiary or any such transferee
         may be acting), any Issuing Bank or any other Person, whether in
         connection with the transactions contemplated by the L/C Related
         Documents or any unrelated transaction;

                  (D)  any statement or any other document presented under a
         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;

                  (E)  payment by any Issuing Bank under a Letter of Credit
         against presentation of a draft or certificate that does not strictly
         comply with the terms of such Letter of Credit;

                  (F)  any exchange, release or non-perfection of any
         collateral, or any release or amendment or waiver of or consent to
         departure from any guaranty, for all or any of the obligations of the
         Borrower or any Designated Account Party in respect of the L/C Related
         Documents; or

                  (G)  any other circumstance or happening whatsoever, whether
         or not similar to any of the foregoing, including, without limitation,
         any other circumstance that might otherwise constitute

              Second Amended and Restated Crowley Credit Agreement

<PAGE>

                                       30

         a defense available to, or a discharge of, the Borrower, any Designated
         Account Party, any Guarantor or any other guarantor.

                  (g)  Letter of Credit Fees. (i) The Borrower shall pay (or in
the case of a Letter of Credit issued for the account of a Designated Account
Party, cause such Designated Account Party to pay) to the Administrative Agent
for the account of each Lender a fee on such Lender's Pro Rata Share of the
average daily aggregate Available Amount of all Letters of Credit outstanding
from time to time at the Letter of Credit Fee Rate, payable in arrears quarterly
on the last Business Day of each March, June, September and December commencing
March 31, 2004 and on the Termination Date; provided, that the initial payment
of any such fee on March 31, 2004 shall include the accrued and unpaid letter of
credit fees as provided under the Existing Credit Agreement.

                  (ii) The Borrower shall pay to each Issuing Bank a fronting
fee on the terms and in the amount agreed upon between the Borrower and such
Issuing Bank with respect to each Letter of Credit issued by such Issuing Bank,
together with such other commissions, transfer fees and other fees and charges
in connection with the issuance or administration of each Letter of Credit as
the Borrower and such Issuing Bank shall agree.

                  (h)  Limited Liability of the Issuing Banks. The Borrower (and
in the case of any Letter of Credit issued for the account of a Designated
Account Party, such Designated Account Party) assumes all risks of the acts or
omissions of any beneficiary or transferee of any Letter of Credit with respect
to its use of such Letter of Credit. Neither any Issuing Bank nor any of its
officers or directors shall be liable or responsible for: (a) the use that may
be made of any Letter of Credit or any acts or omissions of any beneficiary or
transferee in connection therewith; (b) the validity, sufficiency or genuineness
of documents, or of any endorsement thereon, even if such documents should prove
to be in any or all respects invalid, insufficient, fraudulent or forged; (c)
payment by such Issuing Bank against presentation of documents that do not
comply with the terms of a Letter of Credit, including failure of any documents
to bear any reference or adequate reference to the Letter of Credit; or (d) any
other circumstances whatsoever in making or failing to make payment under any
Letter of Credit, except that the Borrower shall have a claim against such
Issuing Bank, and such Issuing Bank shall be liable to the Borrower, to the
extent of any direct, but not consequential, damages suffered by the Borrower
that the Borrower proves were caused by (i) such Issuing Bank's willful
misconduct or gross negligence in determining whether documents presented under
any Letter of Credit comply with the terms of the Letter of Credit or (ii) such
Issuing Bank's willful failure to make lawful payment under a Letter of Credit
after the presentation to it of a draft and certificates strictly complying with
the terms and conditions of the Letter of Credit. In furtherance and not in
limitation of the foregoing, such Issuing Bank 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.

                  (i)  Collateral Account. (i) On or before the Termination
Date, the Borrower hereby agrees to deposit an amount equal to the aggregate
amount available at such time to be drawn under the Letters of Credit (such
aggregate amount as determined from time to time being the "Required Balance")
in a cash collateral account to be established and maintained by the
Administrative Agent pursuant to a Cash Collateral Agreement over which the
Administrative Agent shall have sole dominion and control (the "L/C Cash
Collateral Account") upon terms substantially set forth in such Cash Collateral
Agreement. The Administrative Agent shall, at the Borrower's direction and
without assuming any risk of loss thereof, invest the funds in the L/C Cash
Collateral Account in Cash Equivalents for the account of the Borrower. All
interest and other investment gains earned on such investments shall be added to
the L/C Cash Collateral Account as additional collateral security for the prompt
and complete payment when due of the obligations and liabilities of the Borrower
and any Designated Account Party under and in respect of the Letters of Credit.
On (i) the last Business Day of each calendar month, the Administrative Agent or
(ii) any other date that the Borrower, the Administrative Agent or Required
Lenders through the Administrative Agent shall in writing request, the
Administrative Agent shall determine whether the amount on deposit on such date
in the

              Second Amended and Restated Crowley Credit Agreement

<PAGE>

                                       31

L/C Cash Collateral Account (A) is greater than the Required Balance on such
date (the amount of such excess being the "Excess Amount") or (B) is less than
the Required Balance on such date (the amount of such deficit being the "Deficit
Amount"). The Administrative Agent shall advise the Borrower on the date of
determination of the existence, if any, of any Excess Amount or Deficit Amount
and thereafter (i) the Borrower shall immediately upon receipt of notice from
the Administrative Agent of the existence of any Deficit Amount, pay to the
Collateral Agent (as defined in the Cash Collateral Agreement), as additional
funds to be deposited and held in such cash collateral account, an amount equal
to such Deficit Amount or (ii) upon request of the Borrower within 5 Business
Days of receipt of notice from the Administrative Agent of the existence of any
Excess Amount, the Administrative Agent shall instruct such Collateral Agent to
release to the Borrower from the funds on deposit in the L/C Cash Collateral
Account an amount equal to such Excess Amount. If at any time the Administrative
Agent or such Collateral Agent determines that any funds held in the L/C Cash
Collateral Account are subject to any right or claim of any Person other than
such Collateral Agent, any Agent, any Issuing Bank or the Lenders, which right
or claim could reasonably have the effect of reducing the value of such funds to
the Lenders and the Issuing Banks, the Borrower will, forthwith upon receipt of
a demand by the Administrative Agent, pay to the Collateral Agent, as additional
funds to be deposited and held in such L/C Cash Collateral Account, an amount
equal to the amount by which the value of such funds to the Lenders and the
Issuing Banks has been reduced as determined by the Administrative Agent.

                  (ii)  The Borrower hereby grants a security interest in any
amounts from time to time on deposit in the L/C Cash Collateral Account as
collateral security for the prompt and complete payment when due of the
obligations and liabilities of the Borrower and the Designated Account Parties
under and in respect of the Letters of Credit.

                  (iii) The Borrower, the Administrative Agent, each other
Agent, each Issuing Bank and the Lenders agree that any action taken or omitted
to be taken by the Administrative Agent in connection with the L/C Cash
Collateral Account, if taken or omitted to be taken in good faith and with
reasonable care, shall be binding upon the Borrower, each other Agent, the
Issuing Banks and the Lenders and shall not create any liability on the part of
the Administrative Agent to the Borrower, each other Agent, the Issuing Banks or
the Lenders.

                  (j)   Existing Letters of Credit. Effective as of the
Restatement Effective Date, (i) all "Letters of Credit" issued for the account
of the Borrower by Citibank under the Existing Credit Agreement (such "Letters
of Credit" as are outstanding thereunder on the Restatement Effective Date and
set forth on Schedule II hereto being the "Existing Letters of Credit"), will be
deemed to be Letters of Credit hereunder, (ii) the applications and agreements
for such Existing Letters of Credit shall be deemed to be Letter of Credit
Agreements hereunder and (iii) all Existing Letters of Credit shall be subject
to and governed by the terms and conditions hereof.

                  Section 2.17. Increase in Commitments.

                  (a)   The Borrower may, at any time prior to the Termination
Date, with the consent of the Administrative Agent (not to be unreasonably
withheld), request that the aggregate amount of the Commitments be increased by
an amount equal to $5,000,000 or an integral multiple of $1,000,000 in excess
thereof (each a "Commitment Increase") to be effective as of a date that is at
least 90 days prior to the scheduled Termination Date then in effect (the
"Increase Date") as specified in the related notice to the Administrative Agent;
provided, however, that (i) in no event shall the aggregate amount of the
Commitment Increases exceed $20,000,000 and (ii) on the date of any request by
the Borrower for a Commitment Increase and on the related Increase Date, the
applicable conditions set forth in Article III shall be satisfied.

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                                       32

                  (b)   The Administrative Agent shall promptly notify such
Eligible Assignees as it shall identify of a request by the Borrower for a
Commitment Increase, which notice shall include (i) the proposed amount of such
requested Commitment Increase, (ii) the proposed Increase Date and (iii) the
date by which Lenders wishing to participate in the Commitment Increase must
commit to an increase in the amount of their respective Commitments (the
"Commitment Date"). The requested Commitment Increase shall be allocated among
the Eligible Assignees willing to participate therein in such amounts as are
agreed between the Borrower and the Administrative Agent.

                  (c)   Promptly following each Commitment Date, the
Administrative Agent shall notify the Borrower as to the amount, if any, by
which the Eligible Assignees are willing to participate in the requested
Commitment Increase; provided, however, that the Commitment of each such
Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of
$1,000,000 in excess thereof.

                  (d)   On each Increase Date, each Eligible Assignee that is
not prior to such date a Lender hereunder and accepts an offer to participate in
a requested Commitment Increase in accordance with Section 2.17(c) (each such
Eligible Assignee, an "Assuming Lender") shall become a Lender party to this
Agreement as of such Increase Date and the Commitment of each Eligible Assignee
that prior to such date is a Lender and accepts an offer to participate in such
a requested Commitment Increase (an "Increasing Lender") shall be so increased
by such amount as of such Increase Date; provided, however, that the
Administrative Agent shall have received on or before such Increase Date the
following, each dated such date:

                  (i)   (A) certified copies of resolutions of the Board of
         Directors of the Borrower or the Executive Committee of such Board
         approving the Commitment Increase and the corresponding modifications
         to this Agreement, (B) a consent executed by each Guarantor approving
         the Commitment Increase and the corresponding modifications to this
         Agreement and (C) an opinion of counsel for the Borrower (which may be
         in-house counsel), in substantially the form of Exhibit D hereto;

                  (ii)  an assumption agreement from each Assuming Lender, if
         any, in form and substance satisfactory to the Borrower and the
         Administrative Agent (each an "Assumption Agreement"), duly executed by
         such Eligible Assignee, the Administrative Agent and the Borrower;

                  (iii) confirmation from each Increasing Lender of the increase
         in the amount of its Commitment in a writing satisfactory to the
         Borrower and the Administrative Agent;

                  (iv)  Notes payable to the order of the Assuming Lenders and
         the Increasing Lenders evidencing the aggregate indebtedness of the
         Borrower to such Lenders after giving effect to the applicable
         Commitment Increase;

                  (v)   appropriate amendments to the Ship Mortgages to reflect
         the Commitment Increase under this Section 2.17, together with evidence
         that each such amended Ship Mortgage has been duly filed and is in full
         force and effect as of the date of such Commitment Increase; and

                  (vi)  revised Schedule I hereto setting forth the Commitment
         of each Lender after giving effect to the applicable Commitment
         Increase.

On each Increase Date, upon fulfillment of the conditions set forth in the
immediately preceding sentence of this Section 2.17(d), the Administrative Agent
shall notify the Lenders (including, without limitation, each Assuming Lender)
and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier ,
of the occurrence of the Commitment Increase to be effected on such Increase
Date and shall record in the

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                                       33

Register the relevant information with respect to each Increasing Lender and
each Assuming Lender on such date.

                                   ARTICLE III

                     CONDITIONS TO EFFECTIVENESS AND LENDING

                  Section 3.01. Conditions Precedent to Initial Extension of
Credit. The obligation of each Lender to make an Advance or of the Issuing Bank
to issue a Letter of Credit on the occasion of the Initial Extension of Credit
hereunder is subject to the satisfaction of the following conditions precedent
before or concurrently with the Initial Extension of Credit:

                  (a) The Administrative Agent shall have received on or before
         the day of the Initial Extension of Credit the following, each dated
         such day (unless otherwise specified), in form and substance
         satisfactory to the Administrative Agent (unless otherwise specified)
         and (except for the Notes) in sufficient copies for each Lender Party:

                           (i)    The Notes payable to the order of the Lenders.

                           (ii)   A guaranty in substantially the form of
                  Exhibit E hereto (together with each other guaranty and
                  guaranty supplement delivered pursuant to Sections 5.01(j) or
                  5.02(q), in each case as amended, the "Second Amended and
                  Restated Subsidiary Guaranty"), duly executed by each
                  Guarantor.

                           (iii)  Ship Mortgages and supplements and amendments
                  to existing Ship Mortgages, as the Collateral Agent may
                  determine is necessary, for each Eligible Vessel and Barge
                  listed on Schedule XI hereto, together with evidence that each
                  such Ship Mortgage, together with any such supplement and
                  amendment, has been duly recorded and is in full force and
                  effect.

                           (iv)   Second Amended and Restated Assignments of
                  Insurances for each Eligible Vessel and Barge listed on
                  Schedule XI hereto.

                           (v)    Second Amended and Restated Assignments of
                  Freights and Hires for each Eligible Vessel and Barge listed
                  on Schedule XI hereto.

                           (vi)   Copy of the most recent appraisal of the value
                  (as determined in accordance with the appraisal procedures set
                  forth in the Ship Mortgages) required to be delivered under
                  the terms of the Existing Credit Agreement of each Eligible
                  Vessel and Barge listed on Schedule XI hereto by an appraiser
                  acceptable to the Administrative Agent.

                           (vii)  In the absence of an acceptable appraisal
                  report, a certificate of a Responsible Officer of the Borrower
                  of the fair market value of the Eligible Physical Assets, in
                  form and substance reasonably satisfactory to the
                  Administrative Agent.

                           (viii) Certified copies of the resolutions of the
                  Board of Directors of each Loan Party approving the Agreement
                  and each other Loan Document to which it is or is to be a
                  party, and of all documents evidencing other necessary
                  corporate action and governmental and other third party
                  approvals and consents, if any, with respect to the Agreement
                  and each Loan Document to which it is or is to be a party.

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                                       34

                           (ix)    A copy of a certificate of the Secretary of
                  State of the jurisdiction of incorporation of each Loan Party,
                  dated reasonably near the date of the Initial Extension of
                  Credit, certifying (A) as to a true and correct copy of the
                  charter of such Loan Party and each amendment thereto on file
                  in such Secretary's office and (B) that such amendments are
                  the only amendments to such Loan Party's charter on file in
                  such Secretary's office, and (C) such Loan Party is duly
                  incorporated and in good standing or presently subsisting
                  under the laws of the State of the jurisdiction of its
                  incorporation.

                           (x)     A certificate of each Loan Party, signed on
                  behalf of such Loan Party by its President or a Vice President
                  and its Secretary or any Assistant Secretary, dated the date
                  of the Initial Extension of Credit (the statements made in
                  which certificate shall be true on and as of the date of the
                  Initial Extension of Credit), certifying as to (A) the absence
                  of any amendments to the charter of such Loan Party since the
                  date of the Secretary of State's certificate referred to in
                  Section 3.01(a)(ix) and (B) a true and correct copy of the
                  bylaws of such Loan Party as in effect on the date on which
                  the resolutions referred to in Section 3.01(a)(viii) were
                  adopted and on the date of the Initial Extension of Credit.

                           (xi)    A certificate of the Secretary or an
                  Assistant Secretary of each Loan Party certifying the names
                  and true signatures of the officers of such Loan Party
                  authorized to sign each Loan Document to which it is or is to
                  be a party and the other documents to be delivered hereunder
                  and thereunder.

                           (xii)   Evidence of insurance in respect of all
                  Collateral naming the Collateral Agent as additional insured
                  and loss payee with such responsible and reputable insurance
                  companies or associations, and in such amounts and covering
                  such risks as is required by the Ship Mortgages and as is
                  satisfactory to the Lender Parties.

                            (xiii) A Notice of Borrowing or Notice of Issuance,
                  as applicable, and a Borrowing Base Certificate relating to
                  the Initial Extension of Credit.

                           (xiv)   A favorable opinion of Gilmartin, Poster &
                  Shafto, counsel for the Loan Parties, in substantially the
                  form of Exhibit D hereto and as to such other matters as any
                  Lender Party through the Administrative Agent may reasonably
                  request.

                           (xv)    Security agreements, mortgages and other
                  collateral documents in respect of Eligible Physical Assets as
                  reasonably requested by the Collateral Agent, together with
                  any filings, recordations and any other documents or
                  instruments reasonably requested by the Administrative Agent
                  to evidence the Collateral Agent's first priority security
                  interest in such Eligible Physical Assets.

                  (b) The Borrower shall have paid all accrued and unpaid fees
         of the Agents and the Lender Parties under the Existing Credit
         Agreement and all accrued expenses of the Agents (including the accrued
         fees and expenses of counsel to the Administrative Agent) thereunder.

                  (c) The Borrower shall have paid all accrued and unpaid fees
         of the Agents and the Lender Parties in connection herewith which are
         due and payable on or prior to the Restatement Effective Date and all
         accrued expenses of the Agents (including the accrued fees and expenses
         of counsel to the Administrative Agent) hereunder.

                  Section 3.02. Conditions Precedent to Each Borrowing and
Issuance, Etc. The obligation of each Lender to make an Advance (other than a
Letter of Credit Advance made by an Issuing

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<PAGE>

                                       35

Bank or a Lender pursuant to Section 2.16(d)) on the occasion of each Borrowing
(including the Initial Extension of Credit), and the right of the Borrower or a
Designated Account Party to request the issuance of Letters of Credit (including
the initial issuance of Letters of Credit) shall be subject to the conditions
precedent that the Restatement Effective Date shall have occurred and on the
date of such Borrowing or issuance (a) the following statements shall be true
(and each of the giving of the applicable Notice of Borrowing or Notice of
Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or
by the Borrower or such Designated Account Party of such Letter of Credit shall
constitute a representation and warranty by the Borrower that on the date of
such Borrowing or issuance such statements are true):

                  (i)   the representations and warranties contained in each
         Loan Document are correct on and as of the date of such Borrowing or
         issuance, before and after giving effect to such Borrowing or issuance
         and to the application of the proceeds therefrom, as though made on and
         as of such date other than any such representations or warranties that,
         by their terms, refer to a date other than the date of such Borrowing
         or issuance;

                  (ii)  no event has occurred and is continuing, or would result
         from such Borrowing or issuance or from the application of the proceeds
         therefrom, that constitutes a Default;

                  (iii) since the Restatement Effective Date there shall have
         been no development or event, or any prospective development or event,
         with respect to or arising out of the reform (whether arising from any
         act of Congress, any regulatory or administrative law change, any
         determination of any court in respect of the foregoing or otherwise) of
         the United States Shipping Act of 1984, as amended through the
         Restatement Effective Date, which has had or is reasonably likely to
         have a Material Adverse Effect; and

                  (iv)  for each Advance or request for the issuance of any
         Letter of Credit, the Borrowing Base Availability is greater than zero
         after giving effect to such Advance or issuance; and (b) the
         Administrative Agent shall have received not less than three, and not
         more than five, Business Days prior to the date of the proposed Advance
         or proposed issuance a fully completed and executed Borrowing Base
         Certificate, as of the date of delivery.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  Section 4.01. Representations and Warranties of the Loan
Parties. Each Loan Party represents and warrants as follows:

                  (a)   Each Loan Party and each of its Subsidiaries (i) is a
         corporation duly organized, validly existing and in good standing under
         the laws of the jurisdiction of its incorporation, (ii) is duly
         qualified and in good standing as a foreign corporation in each other
         jurisdiction in which it owns or leases property or in which the
         conduct of its business requires it to so qualify or be licensed except
         where the failure to so qualify or be licensed could not be reasonably
         likely to have a Material Adverse Effect and (iii) has all requisite
         corporate power and authority (including, without limitation, all
         Governmental Authorizations) to own or lease and operate its properties
         and to carry on its business as now conducted and as proposed to be
         conducted.

                  (b)   Set forth on Schedule VII hereto is a complete and
         accurate list of all Subsidiaries of each Loan Party, showing as of the
         date hereof (as to each such Subsidiary) the

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<PAGE>

                                       36

         jurisdiction of its incorporation and the percentage ownership
         interests of each applicable Loan Party in such Subsidiary. All of the
         outstanding Equity Interests in each Loan Party's Subsidiaries have
         been validly issued, are fully paid and non-assessable and are owned by
         such Loan Party or one or more of its Subsidiaries free and clear of
         all Liens, except those created under the Collateral Documents.

                  (c) The execution, delivery and performance by each Loan Party
         of each Loan Document to which it is or is to be a party are within
         such Loan Party's corporate powers, have been duly authorized by all
         necessary corporate action, and do not (i) contravene such Loan Party's
         charter or bylaws, (ii) violate any law, rule, regulation (including,
         without limitation, Regulation X of the Board of Governors of the
         Federal Reserve System), order, writ, judgment, injunction, decree,
         determination or award, (iii) conflict with or result in the breach of,
         or constitute a default or require any payment to be made under, any
         contract, loan agreement, indenture, mortgage, deed of trust, lease or
         other instrument binding on or affecting any Loan Party, any of its
         Subsidiaries or any of their properties or (iv) except for the Liens
         created under the Loan Documents, result in or require the creation or
         imposition of any Lien upon or with respect to any Collateral. No Loan
         Party or any of its Subsidiaries is in violation of any such law, rule,
         regulation, order, writ, judgment, injunction, decree, determination or
         award or in breach of any such contract, loan agreement, indenture,
         mortgage, deed of trust, lease or other instrument, the violation or
         breach of which could be reasonably likely to have a Material Adverse
         Effect.

                  (d) No Governmental Authorization, and no notice to or filing
         with, any Governmental Authority or any other third party is required
         for (i) the due execution, delivery, recordation, filing or performance
         by any Loan Party of any Loan Document to which it is or is to be a
         party, (ii) the grant by any Loan Party of the Liens granted by it
         pursuant to the Collateral Documents, (iii) the perfection or
         maintenance of the Liens created under the Collateral Documents
         (including the first priority nature thereof) or (iv) the exercise by
         any Agent or any Lender Party of its rights under the Loan Documents or
         the remedies in respect of the Collateral pursuant to the Collateral
         Documents.

                  (e) This Agreement has been, and each other Loan Document when
         delivered hereunder will have been, duly executed and delivered by each
         Loan Party party thereto. This Agreement is, and each other Loan
         Document when delivered hereunder will be, the legal, valid and binding
         obligation of each Loan Party party thereto, enforceable against such
         Loan Party in accordance with its terms.

                  (f) There is no action, suit, investigation, litigation or
         proceeding affecting any Loan Party or any of its Subsidiaries,
         including any Environmental Action, pending or threatened before any
         Governmental Authority or arbitrator that (i) could be reasonably
         likely to have a Material Adverse Effect (other than the Disclosed
         Litigation) or (ii) purports to affect the legality, validity or
         enforceability of any Transaction Document or the consummation of the
         Transaction, and there has been no adverse change in the status, or
         financial effect on any Loan Party or any of its Subsidiaries, of the
         Disclosed Litigation from that described on Schedule VI hereto.

                  (g) Financial Condition; Ownership. (i) The Consolidated
         balance sheets of the Borrower and its Subsidiaries as at December 31,
         2002 and December 31, 2001 and the related Consolidated statements of
         income and of cash flows for the fiscal years ended on such dates,
         reported on by Deloitte & Touche, copies of which have heretofore been
         furnished to each Lender, present fairly the Consolidated financial
         condition of the Borrower and its Subsidiaries as at such dates, and
         the Consolidated results of their operations and their Consolidated
         cash flows for the fiscal years then ended. The unaudited Consolidated
         balance sheet of the Borrower and its Subsidiaries as at September 30,
         2003 and the related unaudited Consolidated statements of income

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<PAGE>

                                       37

         and of cash flows for the three-month period ended on such date,
         certified by a Responsible Officer, copies of which have heretofore
         been furnished to each Lender, present fairly the Consolidated
         financial condition of the Borrower and its Subsidiaries as at such
         date, and the Consolidated results of their operations and their
         Consolidated cash flows for the three-month period then ended (subject
         to normal year-end audit adjustments). All such financial statements,
         including the related schedules and notes thereto, have been prepared
         in accordance with GAAP applied consistently throughout the periods.

                  (ii) Schedule V sets forth, as of the Restatement Effective
         Date, each owner of more than 5% of the voting stock of the Borrower
         and the percent of such voting stock owned by each Person listed on
         such schedule.

                  (h)  No information, exhibit or report furnished by or on
         behalf of any Loan Party to any Agent or any Lender Party in connection
         with the negotiation and syndication of the Loan Documents or pursuant
         to the terms of the Loan Documents contained any untrue statement of a
         material fact or omitted to state a material fact necessary to make the
         statements made therein not misleading.

                  (i)  The Borrower is not engaged in the business of extending
         credit for the purpose of purchasing or carrying Margin Stock, and no
         proceeds of any Advance or drawings under any Letter of Credit will be
         used to purchase or carry any Margin Stock or to extend credit to
         others for the purpose of purchasing or carrying any Margin Stock.

                  (j)  Neither any Loan Party nor any of its Subsidiaries is an
         "investment company", or an "affiliated person" of, or "promoter" or
         "principal underwriter" for, an "investment company", as such terms are
         defined in the Investment Company Act of 1940, as amended. Neither any
         Loan Party nor any of its Subsidiaries is a "holding company", or a
         "subsidiary company" of a "holding company", or an "affiliate" of a
         "holding company" or of a "subsidiary company" of a "holding company",
         as such terms are defined in the Public Utility Holding Company Act of
         1935, as amended. Neither the making of any Advances, nor the issuance
         of any Letters of Credit, nor the application of the proceeds or
         repayment thereof by the Borrower, nor the consummation of the other
         transactions contemplated by the Transaction Documents, will violate
         any provision of any such Act or any rule, regulation or order of the
         Securities and Exchange Commission thereunder.

                  (k)  Neither any Loan Party nor any of its Subsidiaries is a
         party to any indenture, loan or credit agreement or any lease or other
         agreement or instrument or subject to any charter or corporate
         restriction that could be reasonably likely to have a Material Adverse
         Effect.

                  (l)  All filings and other actions necessary or desirable to
         perfect and protect the security interest in the Collateral created
         under the Collateral Documents have been duly made or taken and are in
         full force and effect, and the Collateral Documents create in favor of
         the Collateral Agent for the benefit of the Secured Parties a valid
         and, together with such filings and other actions, perfected first
         priority security interest in the Collateral, securing the payment of
         the Secured Obligations, and all filings and other actions necessary or
         desirable to perfect and protect such security interest have been duly
         taken. The Loan Parties are the legal and beneficial owners of the
         Collateral free and clear of any Lien, except for the liens and
         security interests created or permitted under the Loan Documents.

                  (m)  Each Loan Party is, individually and together with its
         Subsidiaries, Solvent.

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                                       38

                  (n)   (i) Except as otherwise set forth on Part I of Schedule
         XII hereto, the operations and properties of each Loan Party and each
         of its Subsidiaries comply in all material respects with all applicable
         Environmental Laws and Environmental Permits, all past non-compliance
         with such Environmental Laws and Environmental Permits has been
         resolved without ongoing obligations or costs, and no circumstances
         exist that could be reasonably likely to (A) form the basis of an
         Environmental Action against any Loan Party or any of its Subsidiaries
         or any of their properties that could have a Material Adverse Effect or
         (B) cause any such property to be subject to any restrictions on
         ownership, occupancy, use or transferability under any Environmental
         Law.

                  (ii)  Except as otherwise set forth on Part II of Schedule XII
         hereto, none of the properties currently or formerly owned or operated
         by any Loan Party or any of its Subsidiaries is listed or proposed for
         listing on the NPL or on the CERCLIS or any analogous foreign, state or
         local list or is adjacent to any such property; there are no and never
         have been any underground or aboveground storage tanks or any surface
         impoundments, septic tanks, pits, sumps or lagoons in which Hazardous
         Materials are being or have been treated, stored or disposed on any
         property currently owned or operated by any Loan Party or any of its
         Subsidiaries or, to the best of its knowledge, on any property formerly
         owned or operated by any Loan Party or any of its Subsidiaries; there
         is no asbestos or asbestos-containing material on any property
         currently owned or operated by any Loan Party or any of its
         Subsidiaries; and Hazardous Materials have not been released,
         discharged or disposed of on any property currently or formerly owned
         or operated by any Loan Party or any of its Subsidiaries.

                  (iii) Except as otherwise set forth on Part III of Schedule
         XII hereto, neither any Loan Party nor any of its Subsidiaries is
         undertaking, and has not completed, either individually or together
         with other potentially responsible parties, any investigation or
         assessment or remedial or response action relating to any actual or
         threatened release, discharge or disposal of Hazardous Materials at any
         site, location or operation, either voluntarily or pursuant to the
         order of any governmental or regulatory authority or the requirements
         of any Environmental Law; and all Hazardous Materials generated, used,
         treated, handled or stored at, or transported to or from, any property
         currently or formerly owned or operated by any Loan Party or any of its
         Subsidiaries have been disposed of in a manner not reasonably expected
         to result in material liability to any Loan Party or any of its
         Subsidiaries.

                  (o)   (i)   Neither any Loan Party nor any of its Subsidiaries
         is party to any tax sharing agreement other than the tax sharing
         agreements set forth on Part I of Schedule XIII hereto.

                        (ii)  Each Loan Party and each of its Subsidiaries and
                  Affiliates has filed, has caused to be filed or has been
                  included in all tax returns (Federal, state, local and
                  foreign) required to be filed and has paid all taxes shown
                  thereon to be due, together with applicable interest and
                  penalties.

                        (iii) Set forth on Part II of Schedule XIII hereto is
                  a complete and accurate list, as of the date hereof, of each
                  taxable year of each Loan Party and each of its Subsidiaries
                  and Affiliates for which Federal income tax returns have been
                  filed and for which the expiration of the applicable statute
                  of limitations for assessment or collection has not occurred
                  by reason of extension or otherwise (an "Open Year").

                        (iv)  The aggregate unpaid amount, as of the date
                  hereof, of adjustments to the Federal income tax liability of
                  each Loan Party and each of its Subsidiaries and Affiliates
                  proposed by the Internal Revenue Service with respect to Open
                  Years does not exceed $0. Set forth on Part III of Schedule
                  XIII hereto is a complete and accurate description, as of the
                  date hereof, of each such item that separately, for all such
                  Open Years, together

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                                       39

                  with applicable interest and penalties, exceeds $0. No issues
                  have been raised by the Internal Revenue Service in respect of
                  Open Years that, in the aggregate, could be reasonably likely
                  to have a Material Adverse Effect.

                           (v)  The aggregate unpaid amount, as of the date
                  hereof, of adjustments to the state, local and foreign tax
                  liability of each Loan Party and its Subsidiaries and
                  Affiliates proposed by all state, local and foreign taxing
                  authorities (other than amounts arising from adjustments to
                  Federal income tax returns) does not exceed $0. No issues have
                  been raised by such taxing authorities that, in the aggregate,
                  could be reasonably likely to have a Material Adverse Effect.

                           (vi) No "ownership change" as defined in Section
                  382(g) of the Internal Revenue Code, and no event that would
                  result in the application of the "separate return limitation
                  year" or "consolidated return change of ownership" limitations
                  under the Federal income tax consolidated return regulations,
                  has occurred with respect to the Borrower or the Company since
                  December 31, 2002.

                  (p) Neither the business nor the properties of any Loan Party
         or any of its Subsidiaries are affected by any fire, explosion,
         accident, strike, lockout or other labor dispute, drought, storm, hail,
         earthquake, embargo, act of God or of the public enemy or other
         casualty (whether or not covered by insurance) that could be reasonably
         likely to have a Material Adverse Effect.

                  (q) Set forth on Part I of Schedule III hereto is a complete
         and accurate list of all existing Indebtedness (other than Indebtedness
         under the Existing Credit Agreement), showing as of the date hereof the
         obligor and the principal amount outstanding thereunder.

                  (r) Set forth on Part II of Schedule III hereto is a complete
         and accurate list of all Liens on the property or assets of any Loan
         Party or any of its Subsidiaries, showing as of the date hereof the
         lienholder thereof, the principal amount of the obligations secured
         thereby and the property or assets of such Loan Party or such
         Subsidiary subject thereto.

                  (s) Except as provided on Schedule XV hereto, neither any Loan
         Party nor any ERISA Affiliate has any Plan or Multiemployer Plan.

                  (t) Set forth on Schedule XIV hereto is a complete and
         accurate list of all deposit and securities accounts maintained by any
         Loan Party or any of its Subsidiaries, showing as of the date hereof
         for each such account the name and address of the institution
         maintaining such account, the name of the account holder and the
         account number.

                  (u) Since December 31, 2002 there has been no development or
         event nor has there been any prospective development or event, which
         has had or is reasonably likely to have a Material Adverse Effect.

              Second Amended and Restated Crowley Credit Agreement
<PAGE>

                                       40

                                   ARTICLE V

                            COVENANTS OF THE BORROWER

                  Section 5.01. Affirmative Covenants. So long as any Advance or
any other Obligation of any Loan Party under any Loan Document shall remain
unpaid, any Letter of Credit shall be outstanding or any Lender Party shall have
any Commitment hereunder, each Loan Party will:

                  (a)      Compliance with Laws, Etc. Comply, and cause each of
         its Subsidiaries to comply, in all material respects, with all
         applicable laws, rules, regulations and orders, such compliance to
         include, without limitation, compliance with the Racketeer Influenced
         and Corrupt Organizations Chapter of the Organized Crime Control Act of
         1970.

                  (b)      Payment of Taxes, Etc. Pay and discharge, and cause
         each of its Subsidiaries to pay and discharge, before the same shall
         become delinquent, (i) all taxes, assessments and governmental charges
         or levies imposed upon it or upon its property and (ii) all lawful
         claims that, if unpaid, might by law become a Lien upon its property;
         provided, however, that neither the Borrower nor any of its
         Subsidiaries shall be required to pay or discharge any such tax,
         assessment, charge or claim that is being contested in good faith and
         by proper proceedings and as to which appropriate reserves are being
         maintained, unless and until any Lien resulting therefrom attaches to
         its property and becomes enforceable against its other creditors.

                  (c)      Compliance with Environmental Laws. Comply, and cause
         each of its Subsidiaries and all lessees and other Persons operating or
         occupying its properties to comply, in all material respects, with all
         applicable Environmental Laws and Environmental Permits; obtain and
         renew, and cause each of its Subsidiaries to obtain and renew, all
         Environmental Permits necessary for its operations and properties; and
         conduct, and cause each of its Subsidiaries to conduct, any
         investigation, study, sampling and testing, and undertake any cleanup,
         removal, remedial or other action necessary to remove and clean up all
         Hazardous Materials from any of its properties, in accordance with the
         requirements of all Environmental Laws; provided, however, that neither
         the Borrower nor any of its Subsidiaries shall be required to undertake
         any such cleanup, removal, remedial or other action to the extent that
         its obligation to do so is being contested in good faith and by proper
         proceedings and appropriate reserves are being maintained with respect
         to such circumstances.

                  (d)      Maintenance of Insurance. Maintain, and cause each of
         its Restricted Subsidiaries to maintain, insurance (including, without
         limitation, insurance required to be maintained under the terms of the
         Ship Mortgages) with responsible and reputable insurance companies or
         associations satisfactory to the Administrative Agent in such amounts
         and covering such risks as is usually carried by companies engaged in
         similar businesses and owning similar properties in the same general
         areas in which any Loan Party or any of its Subsidiaries operates.

                  (e)      Preservation of Corporate Existence, Etc. Preserve
         and maintain, and cause each of its Subsidiaries to preserve and
         maintain, its existence, legal structure, legal name, rights (charter
         and statutory), permits, licenses, approvals, privileges and
         franchises; except where the failure to do so could not reasonably be
         expected to adversely affect the rights and remedies of the Lender
         Parties under the Loan Documents.

                  (f)      Visitation Rights. At any reasonable time and from
         time to time, permit any of the Agents or any of the Lender Parties, or
         any agents or representatives thereof, to examine and make copies of
         and abstracts from the records and books of account of, and visit the
         properties of, the Borrower and any of its Subsidiaries, and to discuss
         the affairs, finances and accounts of the

              Second Amended and Restated Crowley Credit Agreement

<PAGE>

                                       41

         Borrower and any of its Subsidiaries with any of their officers or
         directors and with their independent certified public accountants, all
         at the expense of the Borrower.

                  (g)      Keeping of Books. Keep, and cause each of its
         Subsidiaries to keep, proper books of record and account, in which full
         and correct entries shall be made of all financial transactions and the
         assets and business of the Borrower and each such Subsidiary in
         accordance with generally accepted accounting principles in effect from
         time to time.

                  (h)      Maintenance of Properties, Etc. Maintain and
         preserve, and cause each of its Restricted Subsidiaries to maintain and
         preserve, all of its properties that are used or useful in the conduct
         of its business in good working order and condition, ordinary wear and
         tear excepted.

                  (i)      Transactions with Affiliates. Conduct, and cause each
         of its Restricted Subsidiaries to conduct, all transactions otherwise
         permitted under the Loan Documents with any of their Affiliates on
         terms that are fair and reasonable and no less favorable to the
         Borrower or such Subsidiary than it would obtain in a comparable
         arm's-length transaction with a Person not an Affiliate.

                  (j)      Covenant to Guarantee Obligations. Upon (x) the
         request of the Administrative Agent following the occurrence and during
         the continuance of a Default or (y) the formation or acquisition of any
         new direct or indirect Material Subsidiaries (as determined on a pro
         forma basis) by any Loan Party:

                           (i)      in connection with the formation or
                  acquisition of a Subsidiary that is not (x) a CFC or (y) a
                  Subsidiary that is held directly or indirectly by a CFC,
                  within 10 days after such formation or acquisition, cause each
                  such Subsidiary, and cause each direct and indirect parent of
                  such Subsidiary (if it has not already done so), to duly
                  execute and deliver to the Administrative Agent a guaranty or
                  guaranty supplement, in form and substance satisfactory to the
                  Administrative Agent, guaranteeing the other Loan Parties'
                  obligations under the Loan Documents, and

                           (ii)     within 10 days after such request, formation
                  or acquisition, deliver to the Administrative Agent, upon the
                  request of the Administrative Agent in its sole discretion, a
                  signed copy of a favorable opinion, addressed to the
                  Administrative Agent and the other Lender Parties, of counsel
                  for the Loan Parties acceptable to the Administrative Agent as
                  to (1) such guaranties and guaranty supplements being legal,
                  valid and binding obligations of each Loan Party party thereto
                  enforceable in accordance with their terms and (2) such other
                  matters as the Administrative Agent may reasonably request.

                  (k)      Further Assurances. (i) Promptly upon request by any
         Agent, or any Lender Party through the Administrative Agent, correct,
         and cause each of its Subsidiaries promptly to correct, any material
         defect or error that may be discovered in any Loan Document or in the
         execution, acknowledgment, filing or recordation thereof, and

                           (ii)     Promptly upon request by any Agent, or any
                  Lender Party through the Administrative Agent, do, execute,
                  acknowledge, deliver, record, re-record, file, re-file,
                  register and re-register any and all such further acts, deeds,
                  conveyances, pledge agreements, mortgages, deeds of trust,
                  trust deeds, assignments, financing statements and
                  continuations thereof, termination statements, notices of
                  assignment, transfers, certificates, assurances and other
                  instruments as any Agent, or any Lender Party through the
                  Administrative Agent, may reasonably require from time to time
                  in order to (A) carry out more effectively the purposes of the
                  Loan Documents, (B) to the fullest extent

              Second Amended and Restated Crowley Credit Agreement
<PAGE>

                                       42

                  permitted by applicable law, subject any Loan Party's or any
                  of its Subsidiaries' properties, assets, rights or interests
                  (in each case constituting Collateral) to the Liens now or
                  hereafter intended to be covered by any of the Collateral
                  Documents, (C) perfect and maintain the validity,
                  effectiveness and priority of any of the Collateral Documents
                  and any of the Liens intended to be created thereunder and (D)
                  assure, convey, grant, assign, transfer, preserve, protect and
                  confirm more effectively unto the Secured Parties the rights
                  granted or now or hereafter intended to be granted to the
                  Secured Parties under any Loan Document or under any other
                  instrument executed in connection with any Loan Document to
                  which any Loan Party or any of its Subsidiaries is or is to be
                  a party, and cause each of its Subsidiaries to do so.

                  (l)      Preparation of Environmental Reports. If an Event of
         Default shall have occurred and be continuing, at the request of the
         Administrative Agent or the Required Lenders, provide to the Lenders
         within 120 days after such request, at the expense of the Borrower, an
         environmental site assessment report for the properties described in
         such request, prepared by an environmental consulting firm acceptable
         to the Administrative Agent or the Required Lenders, indicating the
         presence or absence of Hazardous Materials and the estimated cost of
         any compliance, removal or remedial action in connection with any
         Hazardous Materials on such properties; without limiting the generality
         of the foregoing, if the Administrative Agent or the Required Lenders
         determines at any time that a material risk exists that any such report
         will not be provided within the time referred to above, the
         Administrative Agent or the Required Lenders, as the case may be, may
         retain an environmental consulting firm to prepare such report at the
         expense of the Borrower, and hereby grants to the Administrative Agent,
         the Lenders, such firm and any agents or representatives thereof an
         irrevocable non-exclusive license, subject to the rights of tenants, to
         enter onto its properties to undertake such an assessment.

                  (m)      Compliance with Terms of Leaseholds; Material
         Agreements. Make all payments and otherwise perform all obligations in
         respect of all leases of real property and all agreements, contracts
         and other arrangements material to the business of the Borrower and to
         which the Borrower or any of its Subsidiaries is a party, keep such
         leases, agreements and contracts in full force and effect and not allow
         such leases, agreements and contracts to lapse or be terminated or any
         rights to renew such leases to be forfeited or cancelled, notify the
         Administrative Agent of any default by any party with respect to such
         leases, agreements and contracts and cooperate with the Administrative
         Agent in all respects to cure any such default, and cause each of its
         Subsidiaries to do so, except, in any case, where the failure to do so,
         either individually or in the aggregate, could not be reasonably likely
         to have a Material Adverse Effect.

                  (n)      Joint Venture Separateness. Cause each Joint Venture
         to (i) maintain its funds in accounts which are separate and distinct
         from any account maintained by the Borrower or any of its other
         Subsidiaries, (ii) maintain its own business and financial records,
         (iii) act pursuant to corporate resolutions or similar authority
         granted in accordance with the laws applicable to governance of the
         Joint Venture entity and with procedures required by any organizational
         document of the Joint Venture, (iv) document and record in its
         financial records each transaction between such Joint Venture, on the
         one hand, and the Borrower or any of its other Subsidiaries, on the
         other hand, in accordance with business practices commonly employed by
         enterprises similar to the Joint Venture with respect to transactions
         with non-Affiliates, (v) conduct its business with third parties in the
         name of the Joint Venture and not in the name of the Borrower or any of
         its other Subsidiaries and (vi) have at the time such Joint Venture
         commences the business of the Joint Venture capitalization adequate (in
         the reasonable determination of the Borrower) to meet its reasonably
         anticipated business needs.

              Second Amended and Restated Crowley Credit Agreement
<PAGE>

                                       43

                  (o)      Appraisal Requirements. In addition to (but without
         duplication) the appraisal report requirements contained in the Ship
         Mortgages with respect to Eligible Vessels and Barges, the Borrower, at
         its expense, shall deliver an appraisal report in respect of all or any
         portion of Collateral at the request of the Administrative Agent or any
         Lender (i) annually and (ii) at the end of any 90-day period during
         which (A) the Loan Parties have disposed of any Collateral that would
         cause a reduction in then current Collateral Value of 10% or more, in
         the aggregate, and (B) the aggregate sale price for all such Collateral
         represents a decrease in then current Collateral Value attributable to
         such Collateral of 10% or more, with such appraisal to be prepared by a
         nationally recognized appraisal firm and indicating the fair market
         value of each Vessel and Barge or Eligible Physical Asset of each Loan
         Party.

                  (p)      Collateral Disposition. In respect of any Eligible
         Vessel and Barge or Eligible Physical Asset listed on Schedule XI
         hereto, (i) furnish to the Administrative Agent, as soon as available
         but in any event no later than 10 Business Days prior to any Vessel or
         Barge Disposition or Physical Asset Disposition, (A) a notice of such
         Vessel or Barge Disposition or Physical Asset Disposition, as the case
         may be, and (B)(1) an appraisal of the value of the Eligible Vessel and
         Barge or Eligible Physical Asset that is the subject of such Vessel or
         Barge Disposition or Physical Asset Disposition, as the case may be, as
         determined in accordance with the appraisal procedures set forth in the
         applicable Ship Mortgage, in the case of any Eligible Vessel and Barge,
         or as determined in accordance with the appraisal requirements set
         forth in Section 5.01(o), in the case of any Eligible Physical Asset,
         or (2) a certificate, in form and substance satisfactory to the
         Administrative Agent and signed by a duly authorized officer of such
         Loan Party stating the agreed sale price for such Eligible Vessel and
         Barge or Eligible Physical Asset, as the case may be;

                           (ii)     Furnish to the Administrative Agent, on or
                  prior to the date of any Vessel or Barge Disposition or
                  Physical Asset Disposition, a certificate of each Loan Party,
                  signed on behalf of such Loan Party by a duly authorized
                  officer of such Loan Party, stating that:

                                    (A)      the representations and warranties
                           contained in each Loan Document are correct on and as
                           of the date of such Vessel or Barge Disposition or
                           Physical Asset Disposition, before and after giving
                           effect to such Vessel or Barge Disposition or
                           Physical Asset Disposition, as the case may be, and
                           to the application of the proceeds therefrom;

                                    (B)      no event has occurred and is
                           continuing, or would result from such Vessel or Barge
                           Disposition or Physical Asset Disposition or from the
                           application of the proceeds therefrom, that
                           constitutes a Default; and

                                    (C)      since the Restatement Effective
                           Date there have been no development or event, or any
                           prospective development or event, with respect to or
                           arising out of the reform (whether arising from any
                           act of Congress, any regulatory or administrative law
                           change, any determination of any court in respect of
                           the foregoing or otherwise) of the United States
                           Shipping Act of 1984, as amended through the
                           Restatement Effective Date, which has had or is
                           reasonably likely to have a Material Adverse Effect.

                                    (D)      After giving effect to such Vessel
                           or Barge Disposition or Physical Asset Disposition,
                           the Borrower will be in compliance with Section
                           2.09(b).

              Second Amended and Restated Crowley Credit Agreement
<PAGE>

                                       44

                  (q)      New Eligible Vessel and Barge. In the event the
         Borrower shall add any new Eligible Vessel and Barge or Eligible
         Physical Asset, whether or not to replace any Eligible Vessel and Barge
         or Eligible Physical Asset, as the case may be, that is the subject of
         disposal pursuant to subsection 5.02(e)(vi), the Borrower shall furnish
         to the Administrative Agent on or prior to the date of addition of such
         new Eligible Vessel and Barge or Eligible Physical Asset:

                           (i)      Ship Mortgages for such new Eligible Vessel
                  and Barge, together with evidence that each such Ship Mortgage
                  has been duly filed and is in full force and effect as of the
                  date of addition of such new Eligible Vessel and Barge.

                           (ii)     Second Amended and Restated Assignments of
                  Insurances for such new Eligible Vessel and Barge.

                           (iii)    Second Amended and Restated Assignments of
                  Freights and Hires for such new Eligible Vessel and Barge.

                           (iv)     Appraisal of the value of such new Eligible
                  Vessel and Barge or Eligible Physical Asset as determined in
                  accordance with the appraisal procedures set forth in the
                  applicable Ship Mortgage, in the case of any Eligible Vessel
                  and Barge, and in accordance with the appraisal requirements
                  set forth in Section 5.01(o), in the case of any Eligible
                  Physical Asset.

                           (v)      Security agreement supplements, mortgage
                  amendments and any other amendment or supplement to any other
                  collateral document in respect of any new Eligible Physical
                  Asset, including, without limitation, any filings,
                  recordations and any other documents or instruments that would
                  evidence the Collateral Agent's first priority security
                  interest in such Eligible Physical Asset.

                           (vi)     Certificate of each Loan Party, signed on
                  behalf of such Loan Party by a duly authorized officer of such
                  Loan Party, stating that:

                                    (A)      the representations and warranties
                           contained in each Loan Document are correct on and as
                           of the date of addition of such new Eligible Vessel
                           and Barge or Eligible Physical Asset, before and
                           after giving effect to addition of such new Eligible
                           Vessel and Barge or Eligible Physical Asset, as the
                           case may be;

                                    (B)      no event has occurred and is
                           continuing, or would result from the addition of such
                           new Eligible Vessel and Barge or Eligible Physical
                           Asset, that constitutes a Default; and

                                    (C)      since the Restatement Effective
                           Date there have been no development or event, or any
                           prospective development or event, with respect to or
                           arising out of the reform (whether arising from any
                           act of Congress, any regulatory or administrative law
                           change, any determination of any court in respect of
                           the foregoing or otherwise) of the United States
                           Shipping Act of 1984, as amended through the
                           Restatement Effective Date, which has had or is
                           reasonably likely to have a Material Adverse Effect.

                           (vii)    Favorable opinion of Gilmartin, Poster &
                  Shafto, counsel for the Loan Parties, in substantially the
                  form of Exhibit D hereto with respect to such new Eligible
                  Vessel or Barge or Eligible Physical Asset and as to such
                  other matters as the Administrative Agent may reasonably
                  request.

              Second Amended and Restated Crowley Credit Agreement
<PAGE>

                                       45

                           (viii)   Second Amended and Restated Subsdiary
                  Guaranty duly executed by each Person who, prior to such
                  execution, was not a Guarantor, and who has any ownership
                  interest in such new Eligible Vessel and Barge or Eligible
                  Physical Asset.

                           (ix)     Acknowledgment copies or stamped receipt
                  copies of proper financing statements, duly filed on or before
                  the day of the Initial Extension of Credit under the Uniform
                  Commercial Code of all jurisdictions that the Administrative
                  Agent may deem necessary or desirable in order to perfect and
                  protect the first priority liens and security interests
                  created under the applicable Second Amended and Restated
                  Assignments of Insurances, Second Amended and Restated
                  Assignments of Freights and Hires and other applicable
                  Collateral Documents.

                  Section 5.02. Negative Covenants. Each Loan Party hereby
agrees that, so long as any Advance shall remain unpaid, any Letter of Credit
shall be outstanding other than any Letter of Credit in respect of which cash
collateral has been deposited and is maintained in accordance with subsection
2.16(i), any Lender shall have any Commitment hereunder or any Issuing Banks
shall have a Letter of Credit Commitment hereunder, such Loan Party shall not,
and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly:

                  (a)      Limitation on Indebtedness. Create, incur, assume or
         suffer to exist any Indebtedness, except:

                           (i)      Indebtedness in respect of the Advances, the
                  Notes, the Letters of Credit and other obligations of the
                  Borrower under this Agreement;

                           (ii)     (A) Indebtedness of the Borrower to any
                  Restricted Subsidiary and of any Restricted Subsidiary to the
                  Borrower or any other Restricted Subsidiary, and (B)
                  Indebtedness of the Borrower or any Restricted Subsidiary to
                  any Person other than a financial institution in an aggregate
                  principal amount at any time outstanding not exceeding
                  $5,000,000;

                           (iii)    Indebtedness of the Borrower in principal
                  amount outstanding at any time not to exceed $10,000,000 in
                  the aggregate under lines of credit offered by commercial
                  banks or other financial institutions to the Borrower to
                  finance the working capital needs of the Borrower and its
                  Restricted Subsidiaries;

                           (iv)     Indebtedness consisting of reimbursement
                  obligations in respect of letters of credit (other than the
                  Letters of Credit) issued for the account of the Borrower or
                  any Restricted Subsidiary in an aggregate amount not exceeding
                  for the Borrower and its Restricted Subsidiaries $10,000,000
                  in aggregate principal amount at any time outstanding;

                           (v)      Indebtedness of the Borrower to issuers of
                  life insurance policies under which the Borrower is the
                  beneficiary to the extent that such Indebtedness does not
                  exceed at any time, in the aggregate, the lesser of (A) the
                  cash surrender value of such policies and (B) the sum of
                  $2,000,000 plus the amount of proceeds of such Indebtedness
                  applied to pay premiums on such life insurance policies;

                           (vi)     Indebtedness and Guaranty Obligations
                  outstanding on the Restatement Effective Date and listed on
                  Schedule III hereto; and

                           (vii)    Indebtedness secured by Liens described in
                  Sections 5.02(b)(vi) and 5.02(b)(xv).

              Second Amended and Restated Crowley Credit Agreement
<PAGE>

                                       46

                  (b)      Limitation on Liens. Create, incur, assume or suffer
         to exist any Lien upon any of its property, assets or revenues, whether
         now owned or hereafter acquired, except for:

                           (i)      Liens for taxes, assessments or other
                  charges which (x) are not at the time delinquent or are
                  thereafter payable without penalty, or (y) are being contested
                  in good faith by appropriate proceedings, provided with
                  respect to taxes, assessments or other charges referred to in
                  clause (x) and clause (y), that adequate reserves with respect
                  thereto are maintained on the books of the Borrower and its
                  Restricted Subsidiaries to the extent required in conformity
                  with GAAP;

                           (ii)     Liens in existence on the Restatement
                  Effective Date listed on Schedule III hereto, provided that no
                  such Lien is spread to cover any additional property or to
                  secure any additional Indebtedness after the Restatement
                  Effective Date except in accordance with provisions of the
                  documents and instruments relating to the Indebtedness or
                  other obligations secured by such Liens which (x) are in
                  effect as of the Restatement Effective Date, (y) are described
                  on Schedule III and (z) do not purport to cover any
                  Collateral.

                           (iii)    Liens on vessels arising in the event the
                  use or title of such vessel is taken or requisitioned by any
                  Governmental Authority;

                           (iv)     Liens securing judgments of less than
                  $7,500,000 in the aggregate as to the Borrower and its
                  Restricted Subsidiaries taken as a whole at any time, provided
                  that no such Lien shall have been in existence more than
                  thirty (30) days after the entry of the judgment, or execution
                  thereof shall have been stayed or the payment thereof shall be
                  covered in full by insurance on which the insurer has neither
                  reserved the right to dispute, nor disputed, coverage;

                           (v)      Liens on any asset of the Borrower or any of
                  its Restricted Subsidiaries existing at the time such Person
                  is merged into or consolidated with the Borrower or any of its
                  Restricted Subsidiaries, if (x) such merger or consolidation
                  is permitted by this Agreement, and (y) such Lien was
                  otherwise permitted by this Agreement and was not created in
                  contemplation of such event; provided that no such Lien is
                  spread to cover any additional property or to secure any
                  additional Indebtedness after the effective date of such
                  merger or consolidation;

                           (vi)     Liens on vessels and related assets existing
                  as of the Restatement Effective Date and created to secure the
                  financing or refinancing of the construction or reconstruction
                  of such vessels, which financing or refinancing is guaranteed
                  under the provisions of Title XI of the Merchant Marine Act of
                  1936, as amended;

                           (vii)    Liens arising in connection with deposits of
                  funds from time to time into the capital construction fund
                  created pursuant to the Capital Construction Fund Agreement
                  (no. MA-CCF-370) dated October 21, 1977, as amended, between
                  the Borrower and the United States of America, but only to the
                  extent such Liens arise solely out of such agreement or out of
                  borrowings of such deposits;

                           (viii)   Liens in favor of the Agents or the Lenders
                  to secure any or all of the Borrower's Obligations created
                  under the Loan Documents;

                           (ix)     Other Liens arising in the ordinary course
                  of the business of the Borrower and its Restricted
                  Subsidiaries viewed as a whole which (x) do not secure
                  Indebtedness and (y) either (A) are being contested in good
                  faith and with respect to which reserves are being

              Second Amended and Restated Crowley Credit Agreement
<PAGE>

                                       47

                  maintained on the books of the Borrower and its Consolidated
                  Restricted Subsidiaries in conformity with GAAP or (B) in the
                  aggregate do not have, and are not reasonably likely to have,
                  a Material Adverse Effect and will not reasonably likely
                  materially impair the value of the Consolidated assets of the
                  Borrower and its Consolidated Restricted Subsidiaries;

                           (x)      Liens on life insurance policies (including
                  the cash surrender value thereof) securing Indebtedness
                  permitted by subsection 5.02(a)(v);

                           (xi)     Liens securing Indebtedness of the Borrower
                  and its Restricted Subsidiaries incurred solely in connection
                  with the conversion into Financing Leases of operating leases
                  of the Borrower and its Restricted Subsidiaries that are in
                  existence on the Restatement Effective Date on the property
                  which is the subject of such operating lease; provided that
                  such Liens do not at any time encumber any property other than
                  such property, their earnings, other related assets having a
                  value which is immaterial in relation to the value of such
                  property, and the proceeds of such property and do not secure
                  any other Indebtedness;

                           (xii)    Liens on property that is substituted for or
                  replaces comparable property that was theretofore subject to a
                  Lien permitted to exist under this subsection 5.02(b);

                           (xiii)   Liens on any asset leased by the Borrower or
                  any of its Restricted Subsidiaries under a lease that is not a
                  Financing Lease, securing the obligations of the Borrower or
                  such Restricted Subsidiary thereunder;

                           (xiv)    Liens arising out of the refinancing,
                  extension, renewal or refunding of any Indebtedness permitted
                  under subsection 5.02(a) and secured by any Lien permitted by
                  this subsection 5.02(b); provided that (x) no such Lien is
                  spread to cover any property other than the property securing
                  such Indebtedness at the time of such refinancing, extension,
                  renewal or refunding and (y) the principal amount of such
                  Indebtedness is not increased to exceed the amount of the
                  Indebtedness on the Restatement Effective Date; and

                           (xv)     purchase money Liens securing Indebtedness
                  solely for the purpose of financing the acquisition,
                  construction or improvement of property to be subject to such
                  Liens, or Liens existing on any such property at the time of
                  acquisition (other than any such Liens created in
                  contemplation of such acquisition that do not secure the
                  purchase price), or extensions, renewals or replacements of
                  any of the foregoing for the same or a lesser amount;
                  provided, however, no such Lien shall extend to or cover any
                  property other than the property being acquired, constructed
                  or improved, or the proceeds or rents thereof, and no such
                  extension, renewal or replacement shall extend to or cover any
                  property, or the proceeds or rents thereof, not theretofore
                  subject to the Lien being extended, renewed or replaced.

                  (c)      Limitation on Guaranty Obligations. Create, incur,
         assume or suffer to exist any Guaranty Obligation except:

                           (i)      the Guaranty Obligation of the Borrower
                  pursuant to Article VII, and the Guaranty Obligations of the
                  Guarantors under the Second Amended and Restated Subsdiary
                  Guaranty;

                           (ii)     the Letters of Credit and other letters of
                  credit in respect of which reimbursement obligations would be
                  permitted by subsection 5.02(a)(iv);

              Second Amended and Restated Crowley Credit Agreement
<PAGE>

                                       48

                           (iii)    Guaranty Obligations included in
                  Indebtedness permitted pursuant to subsection 5.02(a);

                           (iv)     Guaranty Obligations of the Borrower or its
                  Consolidated Restricted Subsidiaries in respect of primary
                  obligations of the Borrower or its Consolidated Restricted
                  Subsidiaries otherwise permitted under this Agreement,
                  provided that Guaranty Obligations in respect of primary
                  obligations of Restricted Subsidiaries that are not Guarantors
                  shall not in the aggregate exceed $15,000,000;

                           (v)      Guaranty Obligations outstanding on the
                  Restatement Effective Date and listed on Schedule III and
                  renewals and extensions of such existing Guaranty Obligations
                  which do not increase the amount of the primary obligations
                  guaranteed thereby; and

                           (vi)     other Guaranty Obligations aggregating not
                  in excess of the lesser of (i) $25,000,000 and (ii) 10% of the
                  stockholders' equity (as reflected on the most recent
                  Consolidated Balance Sheet of the Borrower delivered pursuant
                  hereto), in each case, at any time outstanding.

                  (d)      Limitations on Fundamental Changes. (i) Enter into
         any merger, consolidation or amalgamation, or liquidate, wind up or
         dissolve itself (or suffer any liquidation or dissolution), or convey,
         sell, lease, assign, transfer or otherwise dispose of all or
         substantially all of the property, business or assets of the Borrower
         and its Restricted Subsidiaries taken as a whole; except that:

                           (A)      any Restricted Subsidiary of the Borrower
                  may be merged or consolidated with or into the Borrower
                  (provided that the Borrower shall be the continuing or
                  surviving corporation) or with or into any one or more Wholly
                  Owned Subsidiaries of the Borrower (provided that the Wholly
                  Owned Subsidiary or Subsidiaries shall be the continuing or
                  surviving corporation and shall be party to the Amended and
                  Restated Subsdiary Guaranty);

                           (B)      any Subsidiary may sell, lease, transfer or
                  otherwise dispose of any or all of its assets (upon voluntary
                  liquidation or otherwise) to the Borrower or any Wholly Owned
                  Subsidiary of the Borrower which is a party to the Amended and
                  Restated Subsdiary Guaranty; and

                           (C)      any Subsidiary which is not a Loan Party may
                  liquidate, wind up or dissolve;

         provided, in each case, that no Default shall have occurred and be
         continuing at the time of such proposed transaction or would result
         therefrom.

                  (ii)     Materially change or depart from the business or
         operating activities presently conducted by the Borrower and its
         Restricted Subsidiaries taken as a whole.

                  (e)      Limitation on Sale of Assets. Convey, sell, lease,
         assign, transfer or otherwise dispose of any of its property, business
         or assets (including, without limitation, receivables and leasehold
         interests), whether now owned or hereafter acquired, to any Person
         other than the Borrower or a Guarantor ("Asset Dispositions"), except:

                           (i)      Asset Dispositions in the ordinary course of
                  business consistent with past practices, so long as such
                  assets do not constitute Collateral;

              Second Amended and Restated Crowley Credit Agreement
<PAGE>

                                       49

                           (ii)     Asset Dispositions in the form of the sale
                  or discount of accounts receivable arising in the ordinary
                  course of business to the capital construction fund created
                  pursuant to the Capital Construction Fund Agreement (No.
                  MA-CCF-370) dated October 21, 1977, as amended between the
                  Borrower and the United States of America;

                           (iii)    Asset Dispositions permitted by subsection
                  5.02(d) or subsection 5.02(i);

                           (iv)     Asset Dispositions in respect of the assets
                  described in Schedule VIII;

                           (v)      Asset Dispositions in any fiscal year for
                  cash and consideration other than cash having an aggregate
                  value (as determined in good faith by the Borrower) not in
                  excess of $25,000,000 net of (a) all legal fees, finder's fees
                  and other similar fees and commissions paid in connection with
                  such Asset Dispositions, (b) taxes payable in connection with
                  or as a result of such Asset Dispositions and (c) other
                  out-of-pocket costs incurred in connection with such Asset
                  Dispositions; provided, however, in the case of each of
                  clauses (a) and (c) above such amounts may be deducted only to
                  the extent that such amounts so deducted are, at the time of
                  such Asset Disposition, paid to a Person that is not an
                  Affiliate of such Person (or, if paid to such an Affiliate, to
                  the extent the terms of such payment are no more favorable to
                  such Affiliate than such terms would be in an arm's-length
                  transaction) and are properly attributable to such transaction
                  or to the asset that is the subject thereof; and

                           (vi)     Asset Dispositions with respect to any
                  Eligible Vessel and Barge (including dispositions pursuant to
                  re-registrations of any Eligible Vessel and Barge in another
                  flag in the ordinary course of business) or Eligible Physical
                  Asset (each a "Vessel or Barge Disposition" or "Physical Asset
                  Disposition", respectively) in compliance with Sections
                  5.01(p) and 5.01(q).

                  (f)      Limitation on Dividends and Other Payments. Declare
         or pay any dividend (other than dividends payable solely in common
         stock of the Borrower) on, or make any payment on account of, or set
         apart assets for a sinking or other analogous fund for, the purchase,
         redemption, defeasance, retirement or other acquisition of, any shares
         of any class of Equity Interests of the Borrower, whether now or
         hereafter outstanding, or make any other distribution in respect
         thereof, either directly or indirectly, whether in cash or property or
         in obligations of the Borrower or any Subsidiary except for, so long as
         after giving effect thereto no Default or Event of Default shall have
         occurred and be continuing, (i) common stock repurchases made in
         connection with employee stock ownership plans or other employee stock
         incentive plans, (ii) the purchase by the Borrower of the Borrower's
         Equity Interests from the estate of any shareholder, provided that the
         purchase price thereof is paid entirely with the proceeds received by
         the Borrower from life insurance maintained by it on the life of such
         shareholder and (iii) dividends on the Borrower's Equity Interests,
         provided that the aggregate amount expended by the Borrower in
         connection with the dividends and payments described in clauses (i)
         through (iv) above shall not exceed $10,000,000 in any twelve-month
         period.

                  (g)      Limitation on Investments, Loans and Advances. Make
         any advance, loan, extension of credit or capital contribution to, or
         purchase or otherwise acquire any stock, bonds, notes, debentures or
         other securities of or any assets constituting a business unit of, or
         make any other investment in, any other Person (all the foregoing,
         collectively, "Investments"), except:

                           (i)      Investments in the form of extensions of
                  trade credit in the ordinary course of business;

                           (ii)     Investments in Cash Equivalents;

              Second Amended and Restated Crowley Credit Agreement
<PAGE>

                                       50

                           (iii)    Investments in the form of loans and
                  advances to employees of the Borrower or its Restricted
                  Subsidiaries in the ordinary course of business and consistent
                  with past practices, and Investments in the form of loans and
                  advances to shareholders of the Borrower or trusts or similar
                  estate planning entities of or for the benefit of any such
                  shareholder the proceeds of which are used to pay life
                  insurance premiums on the life of such shareholder;

                           (iv)     Investments by the Borrower in its
                  Restricted Subsidiaries and by any Restricted Subsidiary in
                  the Borrower or in any other Restricted Subsidiary; provided
                  that the aggregate amount of Investments by the Borrower or
                  any Material Subsidiary of the Borrower in Restricted
                  Subsidiaries of the Borrower which are not Guarantors shall
                  not exceed at any time the sum of (A) (x) $2,500,000 in
                  respect of Subsidiaries which are Regulated Subsidiaries on
                  the Restatement Effective Date, (y) $15,000,000 in respect of
                  Regulated Subsidiaries not in existence on the Restatement
                  Effective Date and (z) $10,000,000 in respect of all other
                  non-Guarantor Restricted Subsidiaries plus (B) the aggregate
                  amount of Investments in such Restricted Subsidiaries of the
                  Borrower that are not Guarantors made in accordance with the
                  Borrower's cash management practices in the ordinary course of
                  business, in each case inclusive of any Investments permitted
                  pursuant to any other clause of this subsection 5.02(g);

                           (v)      Investments in the form of notes or
                  securities received as consideration for sales of assets
                  permitted pursuant to subsection 5.02(e);

                           (vi)     Investments in Joint Ventures and
                  non-Consolidated Subsidiaries and Affiliates to the extent
                  permitted under Section 5.02(l);

                           (vii)    Investments permitted by subsection 5.02(d);

                           (viii)   Investments in foreign currencies or
                  otherwise in time deposits or other securities of foreign
                  Governmental Authorities or other foreign Persons, if required
                  by the action of a foreign Governmental Authority or to fund
                  working capital requirements for the operations of the
                  Borrower or any Restricted Subsidiary in a foreign country;

                           (ix)     Investments made by the Borrower in
                  consummating the Yukon Acquisition; and

                           (x)      Investments to the extent not otherwise
                  prohibited by any other provision of Section 5.02 in the
                  ordinary course of business in an aggregate amount outstanding
                  at any time not to exceed $5,000,000.

                  (h)      Transactions with Affiliates. Enter into any
         transaction, including, without limitation, any purchase, sale, lease
         or exchange of property or the rendering of any service, with any
         Affiliate or any Joint Venture unless (i) such transaction is otherwise
         permitted under this Agreement, (ii) such transaction is in the
         ordinary course of the Borrower's or such Restricted Subsidiary's
         business or (iii) either (x) such transaction is upon fair and
         reasonable terms no less favorable to the Borrower or such Restricted
         Subsidiary, as the case may be, than it would obtain in a comparable
         arm's-length transaction with a Person not an Affiliate or (y) such
         transaction taken together with all other such transactions described
         in this clause (iii) would not be reasonably likely to have a material
         adverse effect on the business, operations, condition (financial or
         otherwise), properties or prospects of the Borrower and the Guarantors
         taken as a whole.

              Second Amended and Restated Crowley Credit Agreement
<PAGE>

                                       51

                  (i)      Sale and Leaseback. Enter into any arrangement with
         any Person providing for the leasing by the Borrower or any Restricted
         Subsidiary of real or personal property which has been or is to be sold
         or transferred by the Borrower or such Restricted Subsidiary to such
         Person or to any other Person to whom funds have been or are to be
         advanced by such Person on the security of such property or rental
         obligations of the Borrower or such Restricted Subsidiary except for
         (i) any such arrangement permitted by subsection 5.02(a)(vi) and (ii)
         any such arrangement not constituting a Financing Lease.

                  (j)      Non-Guarantor Subsidiaries. Create, acquire or permit
         to exist any Subsidiary that is not party to the Second Amended and
         Restated Subsdiary Guaranty, except (i) Regulated Subsidiaries, (ii)
         Joint Ventures, (iii) any Material Subsidiary that has become party to
         the Second Amended and Restated Subsdiary Guaranty within 60 days after
         becoming a Material Subsidiary and (iv) Subsidiaries (other than
         Regulated Subsidiaries and Joint Ventures) that are not Material
         Subsidiaries; provided that if such Subsidiaries have (x) aggregate Net
         Assets greater than $30,000,000 at the end of any fiscal quarter of the
         Borrower or (y) aggregate Net Revenue greater than $60,000,000 for a
         period of the most recently completed four consecutive fiscal quarters
         of the Borrower, one or more of such Subsidiaries shall have become
         party to the Second Amended and Restated Subsdiary Guaranty within 60
         days after such Subsidiaries exceed such aggregate amount of Net Assets
         or Net Revenue so that the Subsidiaries not then party to the Second
         Amended and Restated Subsdiary Guaranty do not exceed such aggregate
         amounts.

                  (k)      Negative Pledge Agreements. Enter into or suffer to
         exist in favor of any Person other than the Agents, the Lenders and the
         Issuing Banks any agreement prohibiting the Borrower or any Restricted
         Subsidiary from entering into or suffering to exist any agreement that
         prohibits or conditions the creation or assumption of any Lien upon any
         of its property or assets (other than property or assets not
         constituting Collateral that are subject to Liens under the DNB Credit
         Faciliy and identified on Schedule III) except those in favor of such
         Person (any such agreement, a "Negative Pledge Agreement") unless prior
         to entering into or the existence of such Negative Pledge Agreement the
         Agents, the Lenders and the Issuing Banks are granted in writing
         substantially similar rights.

                  (l)      Joint Ventures. Create, acquire or permit to exist
         any Subsidiary that is not a Restricted Subsidiary except any
         Subsidiary which is a special purpose corporation, partnership, limited
         liability company, trust or estate or other entity created after the
         Restatement Effective Date by the Borrower or any Subsidiary of the
         Borrower and any Person or Persons other than the Borrower or a
         Subsidiary of the Borrower in order to conduct a common business
         enterprise with such Person or Persons (each such Subsidiary being a
         "Joint Venture"); provided that (i) the total Investments by the Loan
         Parties in all such Joint Ventures from the Restatement Effective Date
         through the Termination Date shall not exceed $25,000,000 and (ii)
         within 60 days of the creation or acquisition of such Joint Venture the
         Administrative Agent shall have received (x) written notice by the
         Borrower of the creation or acquisition of such Joint Venture,
         including the names of all parties to such Joint Venture, the aggregate
         amount of all Investments of the Borrower and any Restricted Subsidiary
         which are required to be made in such Joint Venture (including any
         Guaranty Obligations in respect thereof) and the percentage ownership
         by the Borrower and any Restricted Subsidiary in such Joint Venture and
         (y) a certified copy of each material formation, capitalization or
         organization agreement of such Joint Venture and each material
         shareholder or investor agreement related to the Joint Venture to which
         the Borrower or any Restricted Subsidiary is a party.

                  (m)      Accounts Receivable. Create, incur, assume or suffer
         to exist any Lien upon any of its accounts receivable arising in
         connection with, or in connection with the use of, any

              Second Amended and Restated Crowley Credit Agreement
<PAGE>

                                       52

         Eligible Vessel and Barge, whether now owned or hereafter acquired,
         except for the Liens created under the Collateral Documents.

                  (n)      Amendments of Constitutive Documents. Amend, or
         permit any of its Subsidiaries to amend, its certificate of
         incorporation or bylaws or other constitutive documents other than
         amendments that could not be reasonably expected to have a Material
         Adverse Effect or adversely affect the interests of the Lender Parties.

                  (o)      Accounting Changes. Make or permit, or permit any of
         its Subsidiaries to make or permit, any change in (i) accounting
         policies or reporting practices, except as permitted by generally
         accepted accounting principles, or (ii) fiscal year.

                  (p)      Prepayments, Etc., of Debt. Prepay, redeem, purchase,
         defease or otherwise satisfy prior to the scheduled maturity thereof in
         any manner, or make any payment in violation of any subordination terms
         of, any Debt, except (i) the prepayment of the Advances in accordance
         with the terms of this Agreement, (ii) the optional prepayment of debt
         under the DNB Credit Facility in accordance with Section 2.15 hereof
         and (iii) to refinance existing debt or amend, modify or change such
         existing debt if such amendments, modifications or changes constitute
         terms more favorable to the Borrower and its Subsidiaries and so long
         as such amendments, modifications or changes will not impair the rights
         and interests of the Lender Parties.

                  (q)      Partnerships, Etc. Except as otherwise expressly
         permitted under this Agreement, become a general partner in any new
         general or limited partnership, or permit any of its Subsidiaries to do
         so.

                  (r)      Speculative Transactions. Engage, or permit any of
         its Subsidiaries to engage, in any transaction involving commodity
         options or futures contracts or any similar speculative transactions,
         other than hedging arrangements entered into in the ordinary course of
         business consistent with past practices.

                  Section 5.03. Reporting Requirements. So long as any Advance
or any other Obligation of any Loan Party under any Loan Document shall remain
unpaid, any Letter of Credit shall be outstanding or any Lender Party shall have
any Commitment hereunder, the Borrower will furnish to the Agents and the Lender
Parties:

                  (a)      Default Notice. As soon as possible and in any event
         within two days after the occurrence of each Default or any event,
         development or occurrence reasonably likely to have a Material Adverse
         Effect continuing on the date of such statement, a statement of the
         chief financial officer of the Borrower setting forth details of such
         Default and the action that the Borrower has taken and proposes to take
         with respect thereto.

                  (b)      Annual Financials. As soon as available and in any
         event within 120 days after the end of each fiscal year, a copy of the
         annual audit report for such year for the Borrower and its
         Subsidiaries, including therein a Consolidated and consolidating
         balance sheet of the Borrower and its Subsidiaries as of the end of
         such fiscal year and a Consolidated and consolidating statement of
         income and a Consolidated statement of cash flows of the Borrower and
         its Subsidiaries for such fiscal year, in each case accompanied by an
         opinion acceptable to the Required Lenders of Deloitte & Touche or
         other independent public accountants of recognized standing acceptable
         to the Required Lenders, together with (i) a certificate of such
         accounting firm to the Lender Parties stating that in the course of the
         regular audit of the business of the Borrower and its Subsidiaries,
         which audit was conducted by such accounting firm in accordance with
         generally accepted auditing standards, such accounting firm has
         obtained no knowledge that

              Second Amended and Restated Crowley Credit Agreement
<PAGE>

                                       53

         a Default has occurred and is continuing, or if, in the opinion of such
         accounting firm, a Default has occurred and is continuing, a statement
         as to the nature thereof, (ii) a schedule in form satisfactory to the
         Administrative Agent of the computations used by such accountants in
         determining, as of the end of such Fiscal Year, compliance with the
         covenants contained in Section 5.04, provided that in the event of any
         change in generally accepted accounting principles used in the
         preparation of such financial statements, the Borrower shall also
         provide, if necessary for the determination of compliance with Section
         5.04, a statement of reconciliation conforming such financial
         statements to GAAP and (iii) a certificate of the Vice
         President-Finance or Treasurer of the Borrower stating that no Default
         has occurred and is continuing or, if a Default has occurred and is
         continuing, a statement as to the nature thereof and the action that
         the Borrower has taken and proposes to take with respect thereto.

                  (c)      Quarterly Financials. As soon as available and in any
         event within 60 days after the end of each of the first three quarters
         of each Fiscal Year, a Consolidated and consolidating balance sheet of
         the Borrower and its Subsidiaries as of the end of such quarter and a
         Consolidated and consolidating statement of income and a Consolidated
         statement of cash flows of the Borrower and its Subsidiaries for the
         period commencing at the end of the previous fiscal quarter and ending
         with the end of such fiscal quarter and a Consolidated and
         consolidating statement of income and a Consolidated statement of cash
         flows of the Borrower and its Subsidiaries for the period commencing at
         the end of the previous fiscal year and ending with the end of such
         quarter, setting forth in each case in comparative form the
         corresponding figures for the corresponding date or period of the
         preceding fiscal year, all in reasonable detail and duly certified
         (subject to normal year-end audit adjustments) by the Vice
         President-Finance or Treasurer of the Borrower as having been prepared
         in accordance with GAAP, together with (i) a certificate of said
         officer stating that no Default has occurred and is continuing or, if a
         Default has occurred and is continuing, a statement as to the nature
         thereof and the action that the Borrower has taken and proposes to take
         with respect thereto and (ii) a schedule in form satisfactory to the
         Administrative Agent of the computations used by the Borrower in
         determining compliance with the covenants contained in Section 5.04,
         provided that in the event of any change in generally accepted
         accounting principles used in the preparation of such financial
         statements, the Borrower shall also provide, if necessary for the
         determination of compliance with Section 5.04, a statement of
         reconciliation conforming such financial statements to GAAP.

                  (d)      Annual Forecasts. As soon as available and in any
         event no later than 120 days after the end of each fiscal year,
         forecasts prepared by management of the Borrower, in form satisfactory
         to the Administrative Agent, of balance sheets, income statements and
         cash flow statements and annually each year thereafter on such 120th
         date or earlier such balance sheets, income statements and cash flow
         statements for the following year until the Termination Date

                  (e)      Litigation. Promptly after the commencement thereof,
         notice of all actions, suits, investigations, litigation and
         proceedings before any Governmental Authority affecting any Loan Party
         or any of its Subsidiaries of the type described in Section 4.01(f),
         and promptly after the occurrence thereof, notice of any adverse change
         in the status or the financial effect on any Loan Party or any of its
         Subsidiaries of the Disclosed Litigation from that described on
         Schedule 4.01(f) hereto.

                  (f)      Securities Reports. Promptly after the sending or
         filing thereof, copies of all proxy statements, financial statements
         and reports that any Loan Party or any of its Subsidiaries sends to its
         stockholders, and copies of all regular, periodic and special reports,
         and all registration statements, that any Loan Party or any of its
         Subsidiaries files with the Securities and Exchange Commission or any
         governmental authority that may be substituted therefor, or with any
         national securities exchange.

              Second Amended and Restated Crowley Credit Agreement
<PAGE>

                                       54

                  (g)      Creditor Reports. Promptly upon the furnishing
         thereof, notice thereof to the Administrative Agent and at the
         reasonable request of the Administrative Agent, copies of any financial
         statement or report furnished generally to the holders of debt under
         and pursuant to the terms of the DNB Credit Facility and not otherwise
         required to be furnished to the Lender Parties pursuant to any other
         clause of this Section 5.03.

                  (h)      Tax Certificates. Promptly, and in any event within
         five Business Days after the due date (with extensions) for filing the
         final Federal income tax return in respect of each taxable year, a
         certificate (a "Tax Certificate"), signed by the president or the chief
         financial officer of the Borrower, stating that the Borrower has paid
         to the Internal Revenue Service or other taxing authority the full
         amount that such affiliated group is required to pay in respect of
         Federal income tax for such year and that the Borrower and its
         Subsidiaries have received any amounts payable to them, and have not
         paid amounts in respect of taxes (Federal, state, local or foreign) in
         excess of the amount they are required to pay, under any tax sharing
         agreement listed on Part I of Schedule XIII hereto in respect of such
         taxable year.

                  (i)      Environmental Conditions. Promptly after the
         assertion or occurrence thereof, notice of any Environmental Action
         against or of any noncompliance by any Loan Party or any of its
         Subsidiaries with any Environmental Law or Environmental Permit that
         could (i) reasonably be expected to have a Material Adverse Effect or
         (ii) cause any property described in the Mortgages to be subject to any
         restrictions on ownership, occupancy, use or transferability under any
         Environmental Law.

                  (j)      Insurance. As soon as available and in any event
         within 30 days after the end of each Fiscal Year, a report summarizing
         the insurance coverage (specifying type, amount and carrier) in effect
         for each Loan Party and its Subsidiaries and containing such additional
         information as the Required Lenders through the Administrative Agent,
         may reasonably specify.

                  (k)      ERISA. (i) ERISA Events and ERISA Reports. (A)
         Promptly and in any event within 10 days after any Loan Party or any
         ERISA Affiliate knows or has reason to know that any ERISA Event has
         occurred, a statement of the Chief Financial Officer of the Borrower
         describing such ERISA Event and the action, if any, that such Loan
         Party or such ERISA Affiliate has taken and proposes to take with
         respect thereto and (B) on the date any records, documents or other
         information must be furnished to the PBGC with respect to any Plan
         pursuant to Section 4010 of ERISA, a copy of such records, documents
         and information.

                           (ii)     Plan Terminations. Promptly and in any event
                                    within two Business Days after receipt
                  thereof by any Loan Party or any ERISA Affiliate, copies of
                  each notice from the PBGC stating its intention to terminate
                  any Plan or to have a trustee appointed to administer any
                  Plan.

                           (iii)    Plan Annual Reports. Promptly and in any
                  event within 30 days after the filing thereof with the
                  Internal Revenue Service, copies of each Schedule B (Actuarial
                  Information) to the annual report (Form 5500 Series) with
                  respect to each Plan.

                           (iv)     Multiemployer Plan Notices. Promptly and in
                  any event within five Business Days after receipt thereof by
                  any Loan Party or any ERISA Affiliate from the sponsor of a
                  Multiemployer Plan, copies of each notice concerning (A) the
                  imposition of Withdrawal Liability by any such Multiemployer
                  Plan, (B) the reorganization or termination, within the
                  meaning of Title IV of ERISA, of any such Multiemployer Plan
                  or (C) the amount of liability incurred, or that may be
                  incurred, by such Loan Party or any ERISA Affiliate in
                  connection with any event described in clause (A) or (B).

              Second Amended and Restated Crowley Credit Agreement
<PAGE>

                                       55

                  (l)      Other Information. Such other information respecting
         the business, condition (financial or otherwise), operations,
         performance, properties or prospects of any Loan Party or any of its
         Subsidiaries as any Agent, or any Lender Party through the
         Administrative Agent, may from time to time reasonably request.

                  Section 5.04. Financial Covenants. So long as any Advance or
any other Obligation of any Loan Party under any Loan Document shall remain
unpaid, any Letter of Credit shall be outstanding or any Lender Party shall have
any Commitment hereunder, the Borrower will:

                  (a)      Leverage Ratio. Maintain at all times a Leverage
         Ratio of not greater than the ratio set forth below during each period
         set forth below:

<TABLE>
<CAPTION>
FISCAL YEAR ENDING DECEMBER 31       LEVERAGE RATIO
<S>                                  <C>
             2004                       3.25:1.00
             2005                       3.00:1.00
             2006                       2.75:1.00
     2007 and thereafter                2.50:1.00
</TABLE>

                  (b)      Total Debt to EBITDAR Ratio. Maintain, at the end of
         each fiscal quarter of the Borrower, a ratio of Total Debt to EBITDAR
         for the four fiscal quarters ended as of the end of such quarter not
         greater than the ratio set forth below for each period set forth below:

<TABLE>
<CAPTION>
FOR EACH FISCAL QUARTER
DURING THE FISCAL YEAR           TOTAL DEBT/EBITDAR
  ENDING DECEMBER 31                   RATIO
<S>                              <C>
        2004                        3.25:1.00
        2005                        3.25:1.00
        2006                        3.00:1.00
 2007 and thereafter                3.00:1.00
</TABLE>

                  (c)      Interest Coverage Ratio. Maintain, at the end of each
         fiscal quarter of the Borrower, a ratio of Consolidated EBITDA to
         Consolidated interest expense (net of interest income) for the four
         fiscal quarters ended as of the end of such quarter not less than
         3.50:1.0.

                                   ARTICLE VI

                                EVENTS OF DEFAULT

                  Section 6.01. Events of Default. If any of the following
events ("Events of Default") shall occur and be continuing:

                  (a)      (i) the Borrower shall fail to pay any principal of
         any Advance when the same shall become due and payable or (ii) the
         Borrower shall fail to pay any interest on any Advance, or any Loan
         Party shall fail to make any other payment under any Loan Document, in
         each case under this clause (ii) within 3 Business Days after the same
         shall become due and payable; or

                  (b)      any representation or warranty made by any Loan Party
         (or any of its officers) under or in connection with any Loan Document
         shall prove to have been incorrect in any material respect when made;
         or

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                  (c)      the Borrower shall fail to perform or observe any
         term, covenant or agreement contained in Section 2.15, 5.01(a), (b),
         (d), (e), (f), (j) or (p), 5.02, 5.03 or 5.04; or

                  (d)      any Loan Party shall fail to perform or observe any
         other term, covenant or agreement contained in any Loan Document on its
         part to be performed or observed if such failure shall remain
         unremedied for 10 days after the earlier of the date on which (i) a
         Responsible Officer becomes aware of such failure or (ii) written
         notice thereof shall have been given to the Borrower by any Agent or
         any Lender Party; or

                  (e)      any Loan Party or any of its Subsidiaries shall fail
         to pay any principal of, premium or interest on or any other amount
         payable in respect of any Indebtedness of such Loan Party or such
         Subsidiary (as the case may be) that is outstanding in a principal
         amount of at least $5,000,000 either individually or in the aggregate
         (but excluding Indebtedness outstanding hereunder), when the same
         becomes due and payable (whether by scheduled maturity, required
         prepayment, acceleration, demand or otherwise), and such failure shall
         continue after the applicable grace period, if any, specified in the
         agreement or instrument relating to such Indebtedness; or any other
         event shall occur or condition shall exist under any agreement or
         instrument relating to any such Indebtedness and shall continue after
         the applicable grace period, if any, specified in such agreement or
         instrument, if the effect of such event or condition is to accelerate,
         or to permit the acceleration of, the maturity of such Indebtedness or
         otherwise to cause, or to permit the holder thereof to cause, such
         Indebtedness to mature; or any such Indebtedness shall be declared to
         be due and payable or required to be prepaid or redeemed (other than by
         a regularly scheduled required prepayment or redemption), purchased or
         defeased, or an offer to prepay, redeem, purchase or defease such
         Indebtedness shall be required to be made, in each case prior to the
         stated maturity thereof; or

                  (f)      (i) any Loan Party, Regulated Subsidiary or any
         Material Subsidiary (to the extent not a Loan Party) shall commence any
         case, proceeding or other action (A) under any existing or future law
         of any jurisdiction, domestic or foreign, relating to bankruptcy,
         insolvency, reorganization or relief of debtors, seeking to have an
         order for relief entered with respect to it, or seeking to adjudicate
         it a bankrupt or insolvent, or seeking reorganization, arrangement,
         adjustment, winding-up, liquidation, dissolution, composition or other
         relief with respect to it or its debts, or (B) seeking appointment of a
         receiver, trustee, custodian or other similar official for it or for
         all or any substantial part of its assets, or any Loan Party, Regulated
         Subsidiary or any Material Subsidiary (to the extent not a Loan Party)
         shall make a general assignment for the benefit of its creditors; or
         (ii) there shall be commenced against any Loan Party, Regulated
         Subsidiary or any Material Subsidiary (to the extent not a Loan Party)
         any case, proceeding or other action of a nature referred to in clause
         (i) above which (A) results in the entry of an order for relief or any
         such adjudication or appointment or (B) remains undismissed,
         undischarged or unbonded for a period of 60 days; or (iii) there shall
         be commenced against any Loan Party, Regulated Subsidiary or any
         Material Subsidiary (to the extent not a Loan Party) any case,
         proceeding or other action seeking issuance of a warrant of attachment,
         execution, distraint or similar process against all or any substantial
         part of its assets which results in the entry of an order for relief
         which shall not have been vacated, discharged, or stayed or bonded
         pending appeal within 60 days from the entry thereof; or (iv) any Loan
         Party, Regulated Subsidiary or any Material Subsidiary (to the extent
         not a Loan Party) shall take any action in furtherance of, or
         indicating its consent to, approval of, or acquiescence in, any of the
         acts set forth in clause (i), (ii) or (iii) above; or (v) any Loan
         Party, Regulated Subsidiary or any Material Subsidiary (to the extent
         not a Loan Party) shall generally not, or shall be unable to, or shall
         admit in writing its inability to, pay its debts as they become due; or

                  (g)      any ERISA Event shall have occurred with respect to a
         Plan and the sum (determined as of the date of occurrence of such ERISA
         Event) of the Insufficiency of such Plan

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                                       57

         and the Insufficiency of any and all other Plans with respect to which
         an ERISA Event shall have occurred and then exist (or the liability of
         the Borrower and the ERISA Affiliates related to such ERISA Event)
         exceeds $7,500,000; or (ii) the Borrower or any ERISA Affiliate shall
         have been notified by the sponsor of a Multiemployer Plan that it has
         incurred Withdrawal Liability to such Multiemployer Plan in an amount
         that, when aggregated with all other amounts required to be paid to
         Multiemployer Plans by the Borrower and the ERISA Affiliates as
         Withdrawal Liability (determined as of the date of such notification),
         exceeds $7,500,000 or requires payments exceeding $1,500,000 per annum;
         or (iii) the Borrower or any ERISA Affiliate shall have been notified
         by the sponsor of a Multiemployer Plan that such Multiemployer Plan is
         in reorganization or is being terminated, within the meaning of Title
         IV of ERISA, and as a result of such reorganization or termination the
         aggregate annual contributions of the Borrower and the ERISA Affiliates
         to all Multiemployer Plans that are then in reorganization or being
         terminated have been or will be increased over the amounts contributed
         to such Multiemployer Plans for the plan years of such Multiemployer
         Plans immediately preceding the plan year in which such reorganization
         or termination occurs by an amount exceeding $1,500,000, which amount
         is not paid when due; or

                  (h)      one or more judgments or decrees shall be entered
         against the Borrower or any of its Subsidiaries involving in the
         aggregate a liability of $7,500,000 or more (calculated after deducting
         therefrom any amount that will be paid by a recognized protection and
         indemnity club that is a member of the International Group Agreement or
         any insurer rated at least B++ by A.M. Best Company, or the equivalent
         thereof provided by a rating service whose ratings of insurance
         companies are internationally recognized or any insurer acceptable to
         the Administrative Agent, if such insurer has been notified of, and has
         not disputed the claim made for payment of, the amount of such judgment
         or decree) and such judgments or decrees involving in the aggregate
         $7,500,000 or more shall not have been vacated, discharged, stayed or
         bonded pending appeal within 60 days from the entry thereof; or

                  (i)      any non-monetary judgment or order shall be rendered
         against the Borrower or any of its Subsidiaries that could reasonably
         be expected to have a Material Adverse Effect, and there shall be any
         period of 60 consecutive days during which a stay of enforcement of
         such judgment or order, by reason of a pending appeal or otherwise,
         shall not be in effect; or

                  (j)      with regard to any Title XI Financing Agreement, (A)
         any "Payment Default" shall have occurred with respect to any of the
         Title XI Subsidiaries or the Borrower; or (B) any Secretary's Notice
         (as defined in, or by reference in, any Title XI Financing Agreement)
         shall be issued for any reason; or (C) the Borrower shall be required
         pursuant to any stock Subscription Agreement (as defined in, or by
         reference in, any Title XI Financing Agreement) to purchase any shares
         of or make any cash advances to any Title XI Subsidiaries in an amount,
         together with any deposit or pledge amounts described in clause (D) of
         this subsection, in excess of $5,000,000; or (D) any Title XI
         Subsidiaries or the Borrower shall be required to make any deposit into
         any Title XI Reserve Fund or to make any pledge of cash collateral
         (whether or not such pledge or deposit is made) or any such deposit or
         pledge is made, in an amount, together with any subscription or cash
         advance amounts described in clause (C) of this paragraph (j), in
         excess of $5,000,000; or

                  (k)      if at any time the Borrower or its Subsidiaries shall
         become liable (whether, directly or indirectly, by indemnity or
         contribution or otherwise) for remediation and/or environmental
         compliance expenses and/or fines, penalties or other charges which, in
         the aggregate, has had or is reasonably likely to have a Material
         Adverse Effect; or

                  (l)      the Amended and Restated Subsdiary Guaranty or
         Article VII hereof shall cease to be in full force and effect, shall be
         determined by any court to be void, voidable or unenforceable, or any
         Loan Party shall assert any defense to any of its obligations under any
         Loan

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                                       58

         Document to which it is a party or otherwise contest its liability
         thereunder, or any such Loan Party shall rescind or revoke (or attempt
         to rescind or revoke) any of its obligations under any Loan Document,
         whether with respect to future transactions or otherwise;

                  (m)      there shall occur and be continuing an "Event of
         Default" as defined in any Ship Mortgage;

                  (n)      a Change in Control shall occur; or

                  (o)      except as otherwise permitted hereunder, the Secured
         Parties shall cease to have a first-priority perfected security
         interest in any Collateral; or

                  (p)      there shall occur and be continuing a default under
         or in respect of the DNB Credit Facility solely as a result of any
         failure to make any payments when such payment becomes due and payable
         thereunder;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to the Borrower,
automatically the Commitments and the Letter of Credit Commitments shall
immediately terminate and the Advances hereunder (with accrued interest thereon)
and all other amounts owing under this Agreement and the Notes shall immediately
become due and payable, and (B) if such event is any other Event of Default,
either or both of the following actions may be taken: (i) with the consent of
the Required Lenders (or, in the case of an Event of Default specified in
paragraph (a) above, the Majority Lenders), the Administrative Agent may, or
upon the request of the Required Lenders (or, in the case of an Event of Default
specified in paragraph (a) above, the Majority Lenders), the Administrative
Agent shall, by notice to the Borrower, declare the Commitments and the Letter
of Credit Commitments to be terminated forthwith, whereupon the Commitments and
the Letter of Credit Commitments shall immediately terminate; and (ii) with the
consent of the Required Lenders (or, in the case of an Event of Default
specified in paragraph (a) above, the Majority Lenders), the Administrative
Agent may, or upon the request of the Required Lenders (or, in the case of an
Event of Default specified in paragraph (a) above, the Majority Lenders), the
Administrative Agent shall, by notice of default to the Borrower, declare the
Loans hereunder (with accrued interest thereon) and all other amounts owing
under this Agreement and the Notes to be due and payable forthwith, whereupon
the same shall immediately become due and payable. Except as expressly provided
above in this Section, presentment, demand, protest and all other notices of any
kind are hereby expressly waived.

                  Section 6.02. Actions in Respect of the Letters of Credit upon
Default. With respect to all Letters of Credit with respect to which presentment
for honor shall not have occurred at the time of an acceleration pursuant to the
preceding paragraph, the Borrower shall at such time deposit in a non-interest
bearing cash collateral account opened by, and under the sole dominion and
control of, the Administrative Agent an amount equal to the aggregate Available
Amount of all Letters of Credit then outstanding, and the Borrower hereby grants
to the Administrative Agent for the benefit of the Agents, the Issuing Banks and
the Lenders a security interest in all funds so deposited to and from time to
time held (in the form of cash, certificates or instruments) in the cash
collateral account and proceeds thereof. The Borrower and the Administrative
Agent shall thereafter enter into documentation reaffirming the grant of the
security interest hereunder and otherwise relating to such cash collateral
account in form and substance satisfactory to the Administrative Agent and the
Borrower. The Administrative Agent shall, at the Borrower's direction and
without assuming any risk of loss thereof, invest the funds in the cash
collateral account in Cash Equivalents for the account of the Borrower. All
interest and other investment gains earned on such investments shall be added to
the cash collateral account as additional collateral security for the prompt and
complete payment when due of the obligations and liabilities of the Borrower and
any Designated Account Party under and in respect of the Letters of Credit.
Amounts held in such cash collateral account shall be applied by the
Administrative Agent to the payment of drafts drawn under such

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                                       59

Letters of Credit, and the unused portion thereof after all such Letters of
Credit shall have expired or been fully drawn upon, if any, shall be applied to
repay other obligations of the Borrower hereunder and under the Notes. If at any
time the Administrative Agent determines that any funds held in such cash
collateral account are subject to any right or claim of any Person other than
any Agent, any Issuing Bank or the Lenders, which right or claim could
reasonably have the effect of reducing the value of such funds to the Issuing
Banks and the Lenders, or that the total amount of such funds is less than the
aggregate Available Amount of all Letters of Credit, the Borrower will,
forthwith upon receipt of a demand by the Administrative Agent, pay to the
Administrative Agent, as additional funds in Dollars to be deposited and held in
such cash collateral account, an amount equal to (a) the amount by which the
value of such funds to the Lenders and the Issuing Banks has been reduced, or
(b) the excess of (i) such aggregate Available Amount over (ii) the total amount
of funds, if any, then held in such cash collateral account, respectively. On or
after the date all such Letters of Credit shall have expired or been fully drawn
upon, all Reimbursement Obligations shall have been satisfied and all other
obligations of the Borrower hereunder and under the Notes then due and payable
shall have been paid in full, the balance, if any, in such cash collateral
account shall be returned to the Borrower.

                                  ARTICLE VII

                                BORROWER GUARANTY

                  Section 7.01. Guaranty. The Borrower hereby unconditionally
and irrevocably guarantees the punctual payment when due, whether at stated
maturity, by acceleration or otherwise, of all Obligations of each Designated
Account Party now or hereafter existing under the L/C Related Documents, whether
for reimbursement of drawings under any Letter of Credit, principal, interest,
fees, expenses or otherwise (such Obligations being the "Borrower Guaranteed
Obligations"), and agrees to pay any and all reasonable expenses (including
reasonable counsel fees and expenses) incurred by any Agent, any Issuing Bank or
any Lender in enforcing any rights under the guaranty contained in this Article
VII. Without limiting the generality of the foregoing, the Borrower's liability
shall extend to all amounts that constitute part of the Borrower Guaranteed
Obligations and would be owed by each Designated Account Party to any Agent, any
Issuing Bank or any Lender under the L/C Related Documents but for the fact that
they are unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving such Designated Account Party.

                  Section 7.02. Guaranty Absolute. The Borrower guarantees that
the Borrower Guaranteed Obligations will be paid strictly in accordance with the
terms of the L/C Related Documents, regardless of any law, regulation or order
now or hereafter in effect in any jurisdiction affecting any of such terms or
the rights of any Agent, any Issuing Bank or any Lender with respect thereto.
The Obligations of the Borrower under the guaranty contained in this Article VII
are independent of the Borrower Guaranteed Obligations or any other Obligations
of any other Loan Party or Designated Account Party under the L/C Related
Documents, and a separate action or actions may be brought and prosecuted
against the Borrower to enforce the guaranty contained in this Article VII,
irrespective of whether any action is brought against any Designated Account
Party or any other Loan Party or whether any Designated Account Party or any
other Loan Party is joined in any such action or actions. The liability of the
Borrower under the guaranty contained in this Article VII shall be irrevocable,
absolute and unconditional irrespective of, and the Borrower hereby irrevocably
waives, any defenses it may now or hereafter have in any way relating to, any or
all of the following:

                  (a)      any lack of validity or enforceability of any L/C
         Related Document or any agreement or instrument relating thereto;

                  (b)      any change in the time, manner or place of payment
         of, or in any other term of, all or any of the Borrower Guaranteed
         Obligations or any other Obligations of any Designated Account

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                                       60

         Party or any Loan Party under the L/C Related Documents, or any other
         amendment or waiver of or any consent to departure from any L/C Related
         Document, including, without limitation, any increase in the Borrower
         Guaranteed Obligations resulting from the extension of additional
         credit to any Designated Account Party or any of its Subsidiaries or
         otherwise;

                  (c)      any taking, exchange, release or non-perfection of
         any collateral security, or any taking, release or amendment or waiver
         of or consent to departure from any other guaranty, for all or any of
         the Borrower Guaranteed Obligations;

                  (d)      any manner of application of collateral security, or
         proceeds thereof, to all or any of the Borrower Guaranteed Obligations,
         or any manner of sale or other disposition of any collateral security
         for all or any of the Borrower Guaranteed Obligations or any other
         Obligations of any Designated Account Party or any other Loan Party
         under the L/C Related Documents or any other assets of any Designated
         Account Party or any of its Subsidiaries;

                  (e)      any change, restructuring or termination of the
         corporate structure or existence of any Designated Account Party or any
         of its Subsidiaries;

                  (f)      any failure of any Agent, Issuing Bank or Lender to
         disclose to any Designated Account Party or the Borrower any
         information relating to the financial condition, operations, properties
         or prospects of any other Designated Account Party or any other Loan
         Party now or in the future known to any Agent, Issuing Bank or Lender
         (the Borrower waiving any duty on the part of the Agents, Issuing Banks
         or Lenders to disclose such information); or

                  (g)      any other circumstance (including, without
         limitation, any statute of limitations) or any existence of or reliance
         on any representation by any Agent, Issuing Bank or Lender that might
         otherwise constitute a defense available to, or a discharge of, any
         Designated Account Party, the Borrower or any other guarantor or
         surety.

The guaranty contained in this Article VII shall continue to be effective or be
reinstated, as the case may be, if at any time any payment of any of the
Borrower Guaranteed Obligations is rescinded or must otherwise be returned by
any Agent, Issuing Bank or Lender or any other Person upon the insolvency,
bankruptcy or reorganization of the Designated Account Party or any other Loan
Party or otherwise, all as though such payment had not been made.

                  Section 7.03. Waivers and Acknowledgments. (a) The Borrower
hereby waives promptness, diligence, notice of acceptance and any other notice
with respect to any of the Borrower Guaranteed Obligations and the guaranty
contained in this Article VII and any requirement that any Agent, Issuing Bank
or Lender protect, secure, perfect or insure any Lien or any property subject
thereto or exhaust any right or take any action against any Designated Account
Party or any other Person or any collateral security.

                  (b)      The Borrower hereby waives any right to revoke the
guaranty contained in this Article VII, and acknowledges that the guaranty
contained in this Article VII is continuing in nature and applies to all
Borrower Guaranteed Obligations, whether existing now or in the future.

                  (c)      The Borrower acknowledges that it will receive
substantial direct and indirect benefits from the financing arrangements
contemplated by the Loan Documents and that the waivers set forth in this
Section 7.03 are knowingly made in contemplation of such benefits.

                  Section 7.04. Subrogation. The Borrower will not exercise any
rights that it may now or hereafter acquire against any Designated Account Party
or any other insider guarantor that arise from

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                                       61

the existence, payment, performance or enforcement of the Borrower's Obligations
under the guaranty contained in this Article VII or any other L/C Related
Document, including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution or indemnification and any right to
participate in any claim or remedy of any Agent, Issuing Bank or Lender against
any Designated Account Party or any other insider guarantor or any collateral
security, whether or not such claim, remedy or right arises in equity or under
contract, statute or common law, including, without limitation, the right to
take or receive from any Designated Account Party or any other insider
guarantor, directly or indirectly, in cash or other property or by set-off or in
any other manner, payment or security on account of such claim, remedy or right,
unless and until all of the Obligations and all other amounts payable under the
guaranty contained in this Article VII shall have been paid in full in cash, all
Letters of Credit shall have expired or terminated and not have been renewed,
all Reimbursement Obligations shall have been paid in full in cash and the
Commitments and the Letter of Credit Commitments shall have expired or
terminated. If any amount shall be paid to the Borrower in violation of the
preceding sentence at any time prior to the later of the payment in full in cash
of the Borrower Guaranteed Obligations and all other amounts payable under the
guaranty contained in this Article VII and the later of (i) the Termination Date
and (ii) the expiration or termination of all Letters of Credit and the payment
in full in cash of all Reimbursement Obligations, such amount shall be held in
trust for the benefit of the Agents, Issuing Banks and Lenders and shall
forthwith be paid to the Administrative Agent to be credited and applied to the
Borrower Guaranteed Obligations and all other amounts payable under the guaranty
contained in this Article VII, whether matured or unmatured, in accordance with
the terms of the L/C Related Documents, or to be held as collateral security for
any Borrower Guaranteed Obligations or other amounts payable under the guaranty
contained in this Article VII thereafter arising. If (i) the Borrower shall make
payment to any Agent, Issuing Bank or Lender of all or any part of the Borrower
Guaranteed Obligations, (ii) all of the Borrower Guaranteed Obligations and all
other amounts payable under the guaranty contained in this Article VII shall be
paid in full in cash and (iii) the Termination Date shall have occurred, all
Letters of Credit shall have expired or terminated and not been renewed and all
Reimbursement Obligations shall have been paid in full in cash, the Agents,
Issuing Banks and Lenders will, at the Borrower's request and expense, execute
and deliver to the Borrower appropriate documents, without recourse and without
representation or warranty, necessary to evidence the transfer by subrogation to
the Borrower of an interest in the Borrower Guaranteed Obligations resulting
from such payment by the Borrower.

                  Section 7.05. Continuing Guaranty. The guaranty contained in
this Article VII is a continuing guaranty and shall (a) remain in full force and
effect until the later of the payment in full in cash of the Borrower Guaranteed
Obligations and all other amounts payable under the guaranty contained in this
Article VII and the later of (i) the Termination Date and (ii) the expiration or
termination of all Letters of Credit and the payment in full in cash of all
Reimbursement Obligations, (b) be binding upon the Borrower, its successors and
assigns and (c) inure to the benefit of and be enforceable by the Agents,
Issuing Banks and Lenders and their successors, transferees and assigns.

                                  ARTICLE VIII

                                   THE AGENTS

                  Section 8.01. Authorization and Action. Each Lender Party (in
its capacities as a Lender and the Issuing Bank (if applicable)) hereby appoints
and authorizes each Agent to take such action as agent on its behalf and to
exercise such powers and discretion under this Agreement and the other Loan
Documents as are delegated to such Agent by the terms hereof and thereof,
together with such powers and discretion as are reasonably incidental thereto.
As to any matters not expressly provided for by the Loan Documents (including,
without limitation, enforcement or collection of the Notes), no Agent shall be
required to exercise any discretion or take any action, but shall be required to
act or to refrain from acting (and shall be fully protected in so acting or
refraining from acting) upon the instructions of the Required Lenders, and such
instructions shall be binding upon all Lender Parties and all holders of

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                                       62

Notes; provided, however, that no Agent shall be required to take any action
that exposes such Agent to personal liability or that is contrary to this
Agreement or applicable law. Each Agent agrees to give to each Lender Party
prompt notice of each notice given to it by the Borrower pursuant to the terms
of this Agreement.

                  Section 8.02. Agent's Reliance, Etc. Neither any Agent nor any
of their respective directors, officers, agents or employees shall be liable for
any action taken or omitted to be taken by it or them under or in connection
with the Loan Documents, except for its or their own gross negligence or willful
misconduct. Without limitation of the generality of the foregoing, each Agent:
(a) may treat the payee of any Note as the holder thereof until, in the case of
the Administrative Agent, the Administrative Agent receives and accepts an
Assignment and Acceptance entered into by the Lender that is the payee of such
Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any
other Agent, such Agent has received notice from the Administrative Agent that
it has received and accepted such Assignment and Acceptance, in each case as
provided in Section 9.07; (b) may consult with legal counsel (including counsel
for any Loan Party), independent public accountants and other experts selected
by it and shall not be liable for any action taken or omitted to be taken in
good faith by it in accordance with the advice of such counsel, accountants or
experts; (c) makes no warranty or representation to any Lender Party and shall
not be responsible to any Lender Party for any statements, warranties or
representations (whether written or oral) made in or in connection with the Loan
Documents; (d) shall not have any duty to ascertain or to inquire as to the
performance, observance or satisfaction of any of the terms, covenants or
conditions of any Loan Document on the part of any Loan Party or the existence
at any time of any Default under the Loan Documents or to inspect the property
(including the books and records) of any Loan Party; (e) shall not be
responsible to any Lender Party for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of, or the perfection or
priority of any lien or security interest created or purported to be created
under or in connection with, any Loan Document or any other instrument or
document furnished pursuant thereto; and (f) shall incur no liability under or
in respect of any Loan Document by acting upon any notice, consent, certificate
or other instrument or writing (which may be by telegram, telecopy or telex)
believed by it to be genuine and signed or sent by the proper party or parties.

                  Section 8.03. CUSA and Affiliates. With respect to its
Commitments, the Advances made by it and the Notes issued to it, if any, CUSA
shall have the same rights and powers under the Loan Documents as any other
Lender Party and may exercise the same as though it were not an Agent; and the
term "Lender Party" or "Lender Parties" shall, unless otherwise expressly
indicated, include CUSA in its individual capacity. CUSA and its affiliates may
accept deposits from, lend money to, act as trustee under indentures of, accept
investment banking engagements from and generally engage in any kind of business
with, any Loan Party, any of its Subsidiaries and any Person that may do
business with or own securities of any Loan Party or any such Subsidiary, all as
if CUSA was not an Agent and without any duty to account therefor to the Lender
Parties. No Agent shall have any duty to disclose any information obtained or
received by it or any of its Affiliates relating to any Loan Party or any of its
Subsidiaries to the extent such information was obtained or received in any
capacity other than as such Agent.

                  Section 8.04. Lender Party Credit Decision. Each Lender Party
acknowledges that it has, independently and without reliance upon any Agent or
any other Lender Party and based on the financial statements referred to in
Section 4.01 and such other documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender Party also acknowledges that it will, independently and
without reliance upon any Agent or any other Lender Party and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement.

                  Section 8.05. Indemnification. (a) Each Lender Party severally
agrees to indemnify each Agent (to the extent not promptly reimbursed by the
Borrower) from and against such Lender

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Party's ratable share (determined as provided below) of any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever that may be imposed
on, incurred by, or asserted against such Agent in any way relating to or
arising out of the Loan Documents or any action taken or omitted by such Agent
under the Loan Documents (collectively, the "Indemnified Costs"); provided,
however, that no Lender Party shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from such Agent's gross negligence or
willful misconduct as found in a final, non-appealable judgment by a court of
competent jurisdiction. Without limitation of the foregoing, each Lender Party
agrees to reimburse each Agent promptly upon demand for its ratable share of any
costs and expenses (including, without limitation, fees and expenses of counsel)
payable by the Borrower under Section 9.04, to the extent that such Agent is not
promptly reimbursed for such costs and expenses by the Borrower. In the case of
any investigation, litigation or proceeding giving rise to any Indemnified
Costs, this Section 8.05 applies whether any such investigation, litigation or
proceeding is brought by any Lender Party or any other Person.

                  (b)      Each Lender Party severally agrees to indemnify the
         Issuing Bank (to the extent not promptly reimbursed by the Borrower)
         from and against such Lender Party's ratable share (determined as
         provided below) of any and all liabilities, obligations, losses,
         damages, penalties, actions, judgments, suits, costs, expenses or
         disbursements of any kind or nature whatsoever that may be imposed on,
         incurred by, or asserted against the Issuing Bank in any way relating
         to or arising out of the Loan Documents or any action taken or omitted
         by the Issuing Bank under the Loan Documents; provided, however, that
         no Lender Party shall be liable for any portion of such liabilities,
         obligations, losses, damages, penalties, actions, judgments, suits,
         costs, expenses or disbursements resulting from the Issuing Bank's
         gross negligence or willful misconduct as found in a final,
         non-appealable judgment by a court of competent jurisdiction. Without
         limitation of the foregoing, each Lender Party agrees to reimburse the
         Issuing Bank promptly upon demand for its ratable share of any costs
         and expenses (including, without limitation, fees and expenses of
         counsel) payable by the Borrower under Section 9.04, to the extent that
         the Issuing Bank is not promptly reimbursed for such costs and expenses
         by the Borrower.

                  (c)      For purposes of this Section 8.05, the Lender
         Parties' respective ratable shares of any amount shall be determined,
         at any time, according to the sum of (i) the aggregate principal amount
         of the Advances outstanding at such time and owing to the respective
         Lender Parties, (ii) their respective Pro Rata Shares of the aggregate
         Available Amount of all Letters of Credit outstanding at such time and
         (iii) the aggregate unused portions of their respective Revolving
         Credit Commitments at such time; provided that the aggregate principal
         amount of Letter of Credit Advances owing to the Issuing Bank shall be
         considered to be owed to the Revolving Credit Lenders ratably in
         accordance with their respective Revolving Credit Commitments. The
         failure of any Lender Party to reimburse any Agent or the Issuing Bank,
         as the case may be, promptly upon demand for its ratable share of any
         amount required to be paid by the Lender Parties to such Agent or the
         Issuing Bank, as the case may be, as provided herein shall not relieve
         any other Lender Party of its obligation hereunder to reimburse such
         Agent or the Issuing Bank, as the case may be, for its ratable share of
         such amount, but no Lender Party shall be responsible for the failure
         of any other Lender Party to reimburse such Agent or the Issuing Bank,
         as the case may be, for such other Lender Party's ratable share of such
         amount. Without prejudice to the survival of any other agreement of any
         Lender Party hereunder, the agreement and obligations of each Lender
         Party contained in this Section 8.05 shall survive the payment in full
         of principal, interest and all other amounts payable hereunder and
         under the other Loan Documents.

                  Section 8.06. Successor Agents. Any Agent may resign at any
time by giving written notice thereof to the Lender Parties and the Borrower;
provided, however, that any removal of the Administrative Agent will not be
effective until it has also been replaced as Collateral Agent and Letter of

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                                       64

Credit Issuing Bank and released from all of its obligations in respect thereof.
Upon any such resignation or removal, the Required Lenders shall have the right
to appoint a successor Agent. If no successor Agent shall have been so appointed
by the Required Lenders, and shall have accepted such appointment, within 30
days after the retiring Agent's giving of notice of resignation or the Required
Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf
of the Lender Parties, appoint a successor Agent, which shall be a commercial
bank organized under the laws of the United States or of any State thereof and
having a combined capital and surplus of at least $250,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent and, in
the case of a successor Collateral Agent, upon the execution and filing or
recording of such financing statements, or amendments thereto, and such
amendments or supplements to the Ship Mortgages, and such other instruments or
notices, as may be necessary or desirable, or as the Required Lenders may
request, in order to continue the perfection of the Liens granted or purported
to be granted by the Collateral Documents, such successor Agent shall succeed to
and become vested with all the rights, powers, discretion, privileges and duties
of the retiring Agent, and the retiring Agent shall be discharged from its
duties and obligations under the Loan Documents. If within 45 days after written
notice is given of the retiring Agent's resignation or removal under this
Section 8.06 no successor Agent shall have been appointed and shall have
accepted such appointment, then on such 45th day (a) the retiring Agent's
resignation or removal shall become effective, (b) the retiring Agent shall
thereupon be discharged from its duties and obligations under the Loan Documents
and (c) the Required Lenders shall thereafter perform all duties of the retiring
Agent under the Loan Documents until such time, if any, as the Required Lenders
appoint a successor Agent as provided above. After any retiring Agent's
resignation or removal hereunder as Agent shall have become effective, the
provisions of this Article VIII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under this Agreement.

                                   ARTICLE IX

                                  MISCELLANEOUS

                  Section 9.01. Amendments, Etc. No amendment or waiver of any
provision of any Loan Document, nor consent to any departure by any Loan Party
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Required Lenders, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; provided, however, that no amendment, waiver or consent shall, unless in
writing and signed by all the Lenders affected by such amendment, waiver or
comment, do any of the following: (a) waive any of the conditions specified in
Section 3.01, (b) increase the Commitments of the Lenders or subject the Lenders
to any additional obligations, (c) reduce the principal of, or interest on, the
Notes, any Reimbursement Obligation or any fees or other amounts payable
hereunder (provided that any Lender may waive, for itself, the timely payment of
any amount owed to it arising from any claim by such Lender in respect of any
indemnity obligation of the Borrower to such Lender pursuant to Section 2.10,
2.11 or 2.13), (d) postpone any date fixed for any payment of principal of, or
interest on, the Notes or any fees or other amounts payable hereunder, (e)
change the percentage of the Commitments or of the aggregate unpaid principal
amount of the Notes or of the aggregate Available Amount of outstanding Letters
of Credit, or the number of Lenders, that in each case shall be required for the
Lenders or any of them to take any action hereunder, (f) reduce or limit the
obligations of any Guarantor under Section 1 of the Amended and Restated
Subsdiary Guaranty or of the Borrower under Section 7.01 or otherwise limit any
Guarantor's or the Borrower's respective liability with respect to the
Obligations owing to the Agents, the Lenders and the Issuing Banks, (g) amend
this Section 9.01 or (h) release all or substantially all of any cash collateral
securing Reimbursement Obligations under Letters of Credit, except to the extent
permitted by Section 2.16(i) in respect of Excess Amounts described therein; and
provided further that no amendment, waiver or consent shall, unless in writing
and signed by each Issuing Bank, in addition to the Lenders required above to
take such action, affect the rights or obligations of the Issuing Banks under
this Agreement; provided further that no amendment, waiver or consent shall,
unless in writing and signed by the

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                                       65

Administrative Agent or the Collateral Agent, as the case may be, in addition to
the Lenders required above to take such action, affect the rights or duties of
the Administrative Agent or Collateral Agent in its capacity as such Agent,
under this Agreement or any Note.

                  Section 9.02. Notices, Etc. All notices and other
communications provided for hereunder shall be in writing (including telecopier)
and sent by a prepaid nationally recognized overnight courier, telecopied, or
delivered, if to the Borrower, at its address at 155 Grand Avenue, Oakland,
California 94612, Attention: Albert M. Marucco, Vice President and Treasurer; if
to any Guarantor, c/o the Borrower at the foregoing address; if to any Initial
Lender, at its Domestic Lending Office specified opposite its name on Schedule I
hereto; if to any other Lender, at its Domestic Lending Office specified in the
Assignment and Acceptance pursuant to which it became a Lender; if to the
Administrative Agent or Collateral Agent, at its address at 388 Greenwich
Street, New York, New York 10013, Attention: Robert Malleck; if to any Issuing
Bank, at its Notice Office specified opposite its name on Schedule I hereto; or,
as to the Borrower or any Agent, at such other address as shall be designated by
such party in a written notice to the other parties and, as to each other party,
at such other address as shall be designated by such party in a written notice
to the Borrower and the Administrative Agent. All such notices and
communications shall, when mailed, sent by a nationally recognized overnight
courier, or telecopied, be effective when deposited in the mails, delivered to
such courier, or telecopied, respectively, except that notices and
communications to the Administrative pursuant to Article II, III or VIII shall
not be effective until received by the Administrative Agent, as the case may be.
Delivery by telecopier of an executed counterpart of any amendment or waiver of
any provision of this Agreement or the Notes or of any Exhibit hereto to be
executed and delivered hereunder shall be effective as delivery of a manually
executed counterpart thereof.

                  Section 9.03. No Waiver; Remedies, Entire Agreement. No
failure on the part of any Lender Party or any Agent to exercise, and no delay
in exercising, any right hereunder or under any Note or any other Loan Document
shall operate as a waiver thereof; nor shall any single or partial exercise of
any such right preclude any other or further exercise thereof or the exercise of
any other right. The remedies herein provided are cumulative and not exclusive
of any remedies provided by law. This Agreement and the other Loan Documents
constitute the entire agreement of the parties with respect hereto.

                  Section 9.04. Costs and Expenses. (a) The Borrower agrees to
pay on demand (i) all costs and expenses of each Agent in connection with the
preparation, execution, delivery, administration, modification and amendment of,
or any consent or waiver under, the Loan Documents (including, without
limitation, (A) all due diligence, collateral review, syndication (including
costs and expenses related to printing, distribution and bank meetings),
transportation, computer, duplication, appraisal, audit, insurance, consultant,
search, filing and recording fees and expenses and (B) the reasonable fees and
expenses of counsel for each Agent with respect thereto, with respect to
advising such Agent as to its rights and responsibilities, or the perfection,
protection or preservation of rights or interests, under the Loan Documents,
with respect to negotiations with any Loan Party or with other creditors of any
Loan Party or any of its Subsidiaries arising out of any Default or any events
or circumstances that may give rise to a Default and with respect to presenting
claims in or otherwise participating in or monitoring any bankruptcy, insolvency
or other similar proceeding involving creditors' rights generally and any
proceeding ancillary thereto) and (ii) all costs and expenses of each Agent and
each Lender Party in connection with the enforcement of the Loan Documents,
whether in any action, suit or litigation, or any bankruptcy, insolvency or
other similar proceeding affecting creditors' rights generally (including,
without limitation, the reasonable fees and expenses of counsel for the
Administrative Agent and each Lender Party with respect thereto).

                  (b)      The Borrower agrees to indemnify, defend and save and
         hold harmless each Agent, each Lender Party and each of their
         Affiliates and their respective officers, directors,

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                                       66

         employees, agents and advisors (each, an "Indemnified Party") from and
         against, and shall pay on demand, any and all claims, damages, losses,
         liabilities and expenses (including, without limitation, reasonable
         fees and expenses of counsel) that may be incurred by or asserted or
         awarded against any Indemnified Party, in each case arising out of or
         in connection with or by reason of (including, without limitation, in
         connection with any investigation, litigation or proceeding or
         preparation of a defense in connection therewith) (i) the Facilities,
         the actual or proposed use of the proceeds of the Advances or the
         Letters of Credit, the Loan Documents or any of the transactions
         contemplated thereby or (ii) the actual or alleged presence of
         Hazardous Materials on any property of any Loan Party or any of its
         Subsidiaries or any Environmental Action relating in any way to any
         Loan Party or any of its Subsidiaries, except to the extent such claim,
         damage, loss, liability or expense is found in a final, non-appealable
         judgment by a court of competent jurisdiction to have resulted from
         such Indemnified Party's gross negligence or willful misconduct. In the
         case of an investigation, litigation or other proceeding to which the
         indemnity in this Section 9.04(b) applies, such indemnity shall be
         effective whether or not such investigation, litigation or proceeding
         is brought by any Loan Party, its directors, shareholders or creditors
         or an Indemnified Party or any other Person, whether or not any
         Indemnified Party is otherwise a party thereto. The Borrower also
         agrees not to assert any claim against any Agent, any Lender Party or
         any of their Affiliates, or any of their respective officers,
         directors, employees, agents and advisors, on any theory of liability,
         for special, indirect, consequential or punitive damages arising out of
         or otherwise relating to the Facilities, the actual or proposed use of
         the proceeds of the Advances or the Letters of Credit, the Loan
         Documents or any of the transactions contemplated by the Loan
         Documents.

                  (c)      If any payment of principal of, or Conversion of, any
         Eurodollar Rate Advance is made by the Borrower to or for the account
         of a Lender Party other than on the last day of the Interest Period for
         such Advance, as a result of a payment or Conversion pursuant to
         Section 2.06, 2.08 or 2.10, acceleration of the maturity of the Notes
         pursuant to Section 6.01 or for any other reason, or by an Eligible
         Assignee to a Lender Party other than on the last day of the Interest
         Period for such Advance upon an assignment of rights and obligations
         under this Agreement pursuant to Section 9.07 as a result of a demand
         by the Borrower pursuant to Section 9.07(a), or if the Borrower fails
         to make any payment or prepayment of an Advance for which a notice of
         prepayment has been given or that is otherwise required to be made,
         whether pursuant to Section 2.05, 2.06 or 6.01 or otherwise, the
         Borrower shall, upon demand by such Lender Party (with a copy of such
         demand to the Administrative Agent), pay to the Administrative Agent
         for the account of such Lender Party any amounts required to compensate
         such Lender Party for any additional losses, costs or expenses that it
         may reasonably incur as a result of such payment or Conversion or such
         failure to pay or prepay, as the case may be, including, without
         limitation, any loss (including loss of anticipated profits), cost or
         expense incurred by reason of the liquidation or reemployment of
         deposits or other funds acquired by any Lender Party to fund or
         maintain such Advance.

                  (d)      If any Loan Party fails to pay when due any costs,
         expenses or other amounts payable by it under any Loan Document,
         including, without limitation, fees and expenses of counsel and
         indemnities, such amount may be paid on behalf of such Loan Party by
         the Administrative Agent or any Lender Party, in its sole discretion.

                  (e)      Without prejudice to the survival of any other
         agreement of any Loan Party hereunder or under any other Loan Document,
         the agreements and obligations of the Borrower contained in Sections
         2.10 and 2.12 and this Section 9.04 shall survive the payment in full
         of principal, interest and all other amounts payable hereunder and
         under any of the other Loan Documents.

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                                       67

                  Section 9.05. Right of Set-off. Upon (a) the occurrence and
during the continuance of any Event of Default and (b) the making of the request
or the granting of the consent specified by Section 6.01 to authorize the
Administrative Agent to declare the Notes due and payable pursuant to the
provisions of Section 6.01 or otherwise with the consent of the Required
Lenders, each Agent and each Lender Party and each of their respective
Affiliates is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and otherwise apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by such Agent, such Lender Party
or such Affiliate to or for the credit or the account of the Borrower against
any and all of the Obligations of the Borrower now or hereafter existing under
the Loan Documents, irrespective of whether such Agent or such Lender Party
shall have made any demand under this Agreement or such Note or Notes and
although such Obligations may be unmatured. Each Agent and each Lender Party
agrees promptly to notify the Borrower after any such set-off and application;
provided, however, that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of each Agent and each
Lender Party and their respective Affiliates under this Section are in addition
to other rights and remedies (including, without limitation, other rights of
set-off) that such Agent, such Lender Party and their respective Affiliates may
have.

                  Section 9.06. Binding Effect. This Agreement shall become
effective when it shall have been executed by the Borrower and each Agent and
the Administrative Agent shall have been notified by each Initial Lender Party
that such Initial Lender Party has executed it and thereafter shall be binding
upon and inure to the benefit of the Borrower, each Agent and each Lender Party
and their respective successors and assigns, except that the Borrower shall not
have the right to assign its rights hereunder or any interest herein without the
prior written consent of the Lender Parties.

                  Section 9.07. Assignments and Participations. (a) Each Lender,
with the consent of the Borrower, each Agent and each Issuing Bank, may and, in
the case of a Lender if demanded by the Borrower (following a demand by such
Lender pursuant to Section 2.10 or 2.13) upon at least 5 Business Days' notice
to such Lender and the Administrative Agent, will assign to one or more Persons
all or a portion of its rights and obligations under this Agreement (including,
without limitation, all or a portion of its Commitment or Commitments, the
Advances owing to it and the Note or Notes held by it); provided, however, that
(i) each such assignment shall be of a constant, and not a varying, percentage
of all rights and obligations under and in respect of the Revolving Credit
Facility, (ii) except in the case of an assignment to a Person that, immediately
prior to such assignment, was a Lender or an assignment of all of a Lender's
rights and obligations under this Agreement, the amount of the Commitment of the
assigning Lender being assigned pursuant to each such assignment (determined as
of the date of the Assignment and Acceptance with respect to such assignment)
shall in no event be less than $10,000,000 or an integral multiple of $1,000,000
in excess thereof, (iii) except in the case of an assignment of all of a
Lender's rights and obligations under this Agreement, the remaining Commitment
of the assigning Lender shall in no event be less than $10,000,000, (iv) each
such assignment shall be to an Eligible Assignee, (v) each such assignment made
as a result of a demand by the Borrower pursuant to this Section 9.07(a) shall
be arranged by the Borrower after consultation with the Administrative Agent and
shall be either an assignment of all of the rights and obligations of the
assigning Lender under this Agreement or an assignment of a portion of such
rights and obligations made concurrently with another such assignment or other
such assignments that together cover all of the rights and obligations of the
assigning Lender under this Agreement, (vi) no Lender shall be obligated to make
any such assignment as a result of a demand by the Borrower pursuant to this
Section 9.07(a) unless and until such Lender shall have received one or more
payments from either the Borrower or one or more Eligible Assignees in an
aggregate amount at least equal to the aggregate outstanding principal amount of
the Advances owing to such Lender, together with accrued interest thereon to the
date of payment of such principal amount and all other amounts then due and
payable to such Lender under this Agreement and (vii) the parties to each such
assignment shall execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance, together
with any Note subject to such assignment and a processing and

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recordation fee of $2,500; provided further that if such assignment is to an
Eligible Assignee which is a direct or indirect wholly owned Subsidiary or
Affiliate of any Lender or the controlling corporation of such Lender, no
consent of the Borrower shall be required for such assignment. Upon such
execution, delivery, acceptance and recording, from and after the effective date
specified in each Assignment and Acceptance, (x) the assignee thereunder shall
be a party hereto and, to the extent that rights and obligations hereunder have
been assigned to it pursuant to such Assignment and Acceptance, have the rights
and obligations of a Lender hereunder and (y) the Lender assignor thereunder
shall, to the extent that rights and obligations hereunder have been assigned by
it pursuant to such Assignment and Acceptance, relinquish its rights and be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of an assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto).

                  (b)      Each Issuing Bank may assign to one or more Lenders
or Affiliates of a Lender all or a portion of its rights and obligations under
the undrawn portion of its Letter of Credit Commitment at any time; provided,
however, that (i) except in the case of an assignment to a Person that
immediately prior to such assignment was an Issuing Bank or an assignment of all
of an Issuing Bank's rights and obligations under this Agreement, the amount of
the Letter of Credit Commitment of the assigning Issuing Bank being assigned
pursuant to each such assignment (determined as of the date of the Assignment
and Acceptance with respect to such assignment) shall in no event be less than
$5,000,000 and shall be in an integral multiple of $1,000,000 in excess thereof,
(ii) except in the case of an assignment of all of an Issuing Bank's rights and
obligations under this Agreement, the remaining commitment of the assigning
Issuing Bank shall in no event be less than $5,000,000, (iii) each such
assignment shall be to an Eligible Assignee and (iv) the parties to each such
assignment shall execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance, together
with a processing and recordation fee of $2,500.

                  (c)      By executing and delivering an Assignment and
Acceptance, the Lender assignor thereunder and the assignee thereunder confirm
to and agree with each other and the other parties hereto as follows: (i) other
than as provided in such Assignment and Acceptance, such assigning Lender makes
no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the Loan
Documents or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any other instrument or document
furnished pursuant thereto; (ii) such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to the financial
condition of any Loan Party or the performance or observance by any Loan Party
of any of its respective obligations under the Loan Documents or any other
instrument or document furnished pursuant thereto; (iii) such assignee confirms
that it has received a copy of this Agreement, together with copies of the
financial statements referred to in Section 4.01 and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (iv) such assignee will,
independently and without reliance upon any Agent, such assigning Lender or any
other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement; (v) such assignee confirms that it is an
Eligible Assignee; (vi) such assignee appoints and authorizes each Agent to take
such action as agent on its behalf and to exercise such powers and discretion
under the Loan Documents as are delegated to such Agent by the terms thereof,
together with such powers and discretion as are reasonably incidental thereto;
and (vii) such assignee agrees that it will perform in accordance with their
terms all of the obligations that by the terms of this Agreement are required to
be performed by it as a Lender or Issuing Bank, as the case may be.

                  (d)      The Administrative Agent shall maintain at its
address referred to in Section 9.02 a copy of each Assignment and Acceptance
delivered to and accepted by it and a register for the recordation of the names
and addresses of the Lenders and the Commitments of, and principal amount of the
Advances owing to, each Lender from time to time (the "Register"). The entries
in the Register shall be conclusive

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                                       69

and binding for all purposes, absent manifest error, and the Borrower, the
Agents and the Lenders may treat each Person whose name is recorded in the
Register as a Lender hereunder for all purposes of this Agreement. The Register
shall be available for inspection by the Borrower, any Agent or any Lender at
any reasonable time and from time to time upon reasonable prior notice.

                  (e)      Upon its receipt of an Assignment and Acceptance
executed by an assigning Lender and an assignee representing that it is an
Eligible Assignee, together with the forms such assignee is required to deliver
pursuant to subsection 2.13(e) and any Note or Notes subject to such assignment,
the Administrative Agent shall, if such Assignment and Acceptance has been
completed and is in substantially the form of Exhibit C hereto, (i) accept such
Assignment and Acceptance, (ii) record the information contained therein in the
Register and (iii) give prompt notice thereof to the Borrower. Within five
Business Days after its receipt of such notice (or, if later, the effective date
of the transfer), the Borrower, at its own expense, shall execute and deliver to
the Administrative Agent in exchange for the surrendered Note a new Note to the
order of such Eligible Assignee in an amount equal to the Commitment assumed by
it pursuant to such Assignment and Acceptance and, if the assigning Lender has
retained a Commitment hereunder, a new Note to the order of the assigning Lender
in an amount equal to the Commitment retained by it hereunder. Such new Note or
Notes shall be in an aggregate principal amount equal to the aggregate principal
amount of such surrendered Note or Notes, shall be dated the effective date of
such Assignment and Acceptance and shall otherwise be in substantially the form
of Exhibit A hereto.

                  (f)      Each Lender may sell participations to one or more
banks or other entities (other than any Loan Party or any of its Affiliates) in
or to all or a portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its Commitment, the Advances
owing to it and the Note or Notes held by it); provided, however, that (i) such
Lender's obligations under this Agreement (including, without limitation, its
Commitments) shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) such Lender shall remain the holder of any such Note for all purposes of
this Agreement, (iv) the Borrower, each Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under the Loan Documents and (v) no participant
under any such participation shall have any right to approve any amendment or
waiver of any provision of any Loan Document, or any consent to any departure by
any Loan Party therefrom, except to the extent that such amendment, waiver or
consent would reduce the principal of, or interest on, the Notes or any fees or
other amounts payable hereunder (to the extent such participant would be
entitled to share therein), in each case to the extent subject to such
participation, or postpone any date fixed for any payment of principal of, or
interest on, the Notes or any fees or other amounts payable hereunder, in each
case to the extent subject to such participation.

                  (g)      Any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
9.07, disclose to the assignee or participant or proposed assignee or
participant any information relating to the Borrower furnished to such Lender by
or on behalf of the Borrower; provided that, prior to any such disclosure, the
assignee or participant or proposed assignee or participant shall agree to
preserve the confidentiality of any Confidential Information relating to the
Borrower received by it from such Lender.

                  (h)      Notwithstanding any other provision set forth in this
Agreement, any Lender may at any time create a security interest in all or any
portion of its rights under this Agreement (including, without limitation, the
Advances owing to it and the Note held by it) in favor of any Federal Reserve
Bank in accordance with Regulation A of the Board of Governors of the Federal
Reserve System.

                  Section 9.08. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the

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same agreement. Delivery by telecopier of an executed counterpart of a signature
page to this Agreement shall be effective as delivery of an original executed
counterpart of this Agreement.

                  Section 9.09. No Liability of the Issuing Bank. The Borrower
assumes all risks of the acts or omissions of any beneficiary or transferee of
any Letter of Credit with respect to its use of such Letter of Credit. Neither
the Issuing Bank nor any of its officers or directors shall be liable or
responsible for: (a) the use that may be made of any Letter of Credit or any
acts or omissions of any beneficiary or transferee in connection therewith; (b)
the validity, sufficiency or genuineness of documents, or of any endorsement
thereon, even if such documents should prove to be in any or all respects
invalid, insufficient, fraudulent or forged; (c) payment by the Issuing Bank
against presentation of documents that do not comply with the terms of a Letter
of Credit, including failure of any documents to bear any reference or adequate
reference to the Letter of Credit; or (d) any other circumstances whatsoever in
making or failing to make payment under any Letter of Credit, except that the
Borrower shall have a claim against the Issuing Bank, and the Issuing Bank shall
be liable to the Borrower, to the extent of any direct, but not consequential,
damages suffered by the Borrower that the Borrower proves were caused by (i) the
Issuing Bank's willful misconduct or gross negligence as determined in a final,
non-appealable judgment by a court of competent jurisdiction in determining
whether documents presented under any Letter of Credit comply with the terms of
the Letter of Credit or (ii) the Issuing Bank's willful failure to make lawful
payment under a Letter of Credit after the presentation to it of a draft and
certificates strictly complying with the terms and conditions of the Letter of
Credit. In furtherance and not in limitation of the foregoing, the Issuing Bank
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.

                  Section 9.10. Confidentiality. Neither any Agent nor any
Lender Party shall disclose any Confidential Information to any Person without
the consent of the Borrower, other than (a) to such Agent's or such Lender
Party's Affiliates and their officers, directors, employees, agents and advisors
and to actual or prospective Eligible Assignees and participants, and then only
on a confidential basis, (b) as required by any law, rule or regulation or
judicial process, (c) as requested or required by any state, Federal or foreign
authority or examiner (including the National Association of Insurance
Commissioners or any similar organization or quasi-regulatory authority)
regulating such Lender Party, (d) to any rating agency when required by it,
provided that, prior to any such disclosure, such rating agency shall undertake
to preserve the confidentiality of any Confidential Information relating to the
Loan Parties received by it from such Lender Party, (e) in connection with any
litigation or proceeding to which such Agent or such Lender Party or any of its
Affiliates may be a party or (f) in connection with the exercise of any right or
remedy under this Agreement or any other Loan Document.

                  Section 9.11. Release of Collateral. Upon the sale, lease,
transfer or other disposition of any item of Collateral of any Loan Party
(including, without limitation, as a result of the sale, in accordance with the
terms of the Loan Documents, of the Loan Party that owns such Collateral) in
accordance with the terms of the Loan Documents, the Collateral Agent will, at
the Borrower's expense, execute and deliver to such Loan Party such documents as
such Loan Party may reasonably request to evidence the release of such item of
Collateral from the assignment and security interest granted under the
Collateral Documents in accordance with the terms of the Loan Documents.

                  Section 9.12. Patriot Act Notification. Each Lender and the
Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies the Loan Parties that pursuant to the requirements of the USA Patriot
Act (Title III of Pub.L. 107-56 (signed into law October 26, 2001)) (the
"Patriot Act"), it is required to obtain, verify and record information that
identifies each Loan Party, which information includes the name and address of
such Loan Party and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify such Loan Party in accordance
with the Patriot Act. The Parent Guarantor and the Borrower shall, and shall
cause each of their Subsidiaries to, provide, to the

              Second Amended and Restated Crowley Credit Agreement
<PAGE>

                                       71

extent commercially reasonable, such information and take such actions as are
reasonably requested by the Administrative Agent or any Lenders in order to
assist the Administrative Agent and the Lenders in maintaining compliance with
the Patriot Act.

                  Section 9.13. JURISDICTION, ETC (a) EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO
THE NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT OR FEDERAL COURT OF
THE UNITED STATES OF AMERICA SITTING IN NEW YORK CITY, AND ANY APPELLATE COURT
FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY
SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH NEW YORK STATE
COURT OR, TO THE FULLEST EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF
THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL
AFFECT ANY RIGHT THAT ANY PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS IN THE
COURTS OF ANY JURISDICTION.

                  (b)      EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO
SO, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF
ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
ANY OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY IN ANY NEW YORK STATE OR
FEDERAL COURT. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

                  Section 9.14. GOVERNING LAW. THIS AGREEMENT AND THE NOTES
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.

                  Section 9.15. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE
AGENTS AND THE LENDERS HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR
OTHERWISE) ARISING OUT OF OR RELATING TO THE LOAN DOCUMENTS, THE ADVANCES, THE
LETTERS OF CREDIT OR THE ACTIONS OF ANY AGENT OR ANY LENDER IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

              Second Amended and Restated Crowley Credit Agreement
<PAGE>

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

                             CROWLEY MARITIME CORPORATION

                             By /s/ Albert M. Marucco
                                -----------------------------------------
                                Title: Vice President, Treasurer

                             CITICORP USA, INC., as Administrative Agent
                             and as Collateral Agent

                             By /s/ Robert Malleck
                                -----------------------------------------
                                Title: Director, New York Shipping & Logistics

              Second Amended and Restated Crowley Credit Agreement
<PAGE>

                             Lender Parties

                             CITIBANK, N.A., as Initial Issuing Bank

                             By /s/ Robert Malleck
                                ------------------------------------------------
                                Title: Director, New York Shipping & Logistics

                             CITICORP USA, INC., as Initial Lender

                             By /s/ Robert Malleck
                                ------------------------------------------------
                                Title: Director, New York Shipping & Logistics

                             NORDEA BANK NORGE ASA, ACTING THROUGH
                             ITS GRAND CAYMAN BRANCH, as Lender

                             By: /s/ Martin Lunder
                                 -----------------------------------------------
                                 Name: Martin Lunder
                                 Title: Senior Vice President

                             By: /s/ Alison B. Barber
                                 -----------------------------------------------
                                 Name: Alison B. Barber
                                 Title: Vice President

                             DNB NOR BANK ASA, as Lender

                             By: /s/ Barbara Gronquist
                                 -----------------------------------------------
                                 Name: Barbara Gronquist
                                 Title: Senior Vice President

                             By: /s/ Nikolai A. Nachamkin
                                 -----------------------------------------------
                                 Name: Nikolai A. Nachamkin
                                 Title: First Vice President

                             HSH NORDBANK AG, as Lender

                             By: /s/ Hauke Tessmer
                                 -----------------------------------------------
                                 Name: Hauke Tessmer
                                 Title: Vice President

                             By: /s/ Oliver Hermanns
                                 -----------------------------------------------
                                 Name: Dr. Hermanns
                                 Title: Senior Vice President

              Second Amended and Restated Crowley Credit Agreement