<PAGE>





                     AMENDED AND RESTATED CREDIT AGREEMENT


                                     among



                             TRAMMELL CROW COMPANY,
                                  AS BORROWER,



                           THE LENDERS LISTED HEREIN,
                                  AS LENDERS,



                                      and



                             BANK OF AMERICA, N.A.,
                    AS ADMINISTRATIVE AGENT AND ISSUING BANK








                                  $150,000,000
                             REVOLVING CREDIT LOAN




                            AS OF DECEMBER 18, 2000



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

                              FLEET NATIONAL BANK,
                              AS SYNDICATION AGENT

                        BANC OF AMERICA SECURITIES LLC,
                  AS SOLE LEAD ARRANGER AND SOLE BOOK MANAGER.

<PAGE>

                               TABLE OF CONTENTS


<TABLE>
<CAPTION>

                                                                            PAGE NO.
                                                                            --------
<S>                                                                         <C>
SECTION 1 DEFINITIONS

     1.1  Certain Defined Terms ..................................................  1
     1.2  Accounting Terms, Utilization of GAAP for Purposes of Calculations
          Under Agreement ........................................................ 21
     1.3  Other Definitional Provisions .......................................... 21
     1.4  Time References ........................................................ 22

SECTION 2 AMOUNTS AND TERMS OF COMMITMENTS AND LOANS

     2.1  Revolving Credit Facility; Making of Loans; Register; Optional Notes;
          LC Subfacility ......................................................... 22
     2.2  Interest on the Loans .................................................. 28
     2.3  Fees ................................................................... 31
     2.4  Scheduled Payments, Prepayments, and Reductions ........................ 32
     2.5  Use of Proceeds ........................................................ 33
     2.6  Special Provisions Governing Eurodollar Rate Loans ..................... 34
     2.7  Increased Costs; Taxes; Capital Adequacy ............................... 36
     2.8  Obligation of Lenders to Mitigate ...................................... 39
     2.9  Security for the Loans ................................................. 39

SECTION 3 CONDITIONS PRECEDENT

     3.1  Conditions to Initial Loans on the Closing Date ........................ 40
     3.2  Conditions to all Loans ................................................ 42

SECTION 4 BORROWER'S REPRESENTATIONS AND WARRANTIES

     4.1  Organization, Powers, Qualification, Good Standing, Business and
          Subsidiaries ........................................................... 43
     4.2  Authorization of Borrowing, Etc. ....................................... 43
     4.3  Financial Condition .................................................... 44
     4.4  No Material Adverse Change; No Restricted Junior Payments............... 44
     4.5  Title to Properties; Liens ............................................. 44
     4.6  Litigation; Adverse Facts .............................................. 45
     4.7  Payment of Taxes........................................................ 45
     4.8  Performance of Agreements; Materially Adverse Agreements................ 45
     4.9  Governmental Regulation ................................................ 45
     4.10 Securities Activities .................................................. 45
     4.11 Employee Benefit Plans ................................................. 46
     4.12 Certain Fees ........................................................... 46
     4.13 Environmental Protection ............................................... 46

AMENDED AND RESTATED CREDIT AGREEMENT       ii

<PAGE>

     4.14 Employee Matters ....................................................... 47
     4.15 Solvency ............................................................... 47
     4.16 Disclosure ............................................................. 47
     4.17 Security Interests ..................................................... 47

SECTION 5 BORROWER'S AFFIRMATIVE COVENANTS

     5.1  Financial Statements and Other Reports ................................. 47
     5.2  Corporate Existence, etc. .............................................. 50
     5.3  Payment of Taxes and Claims; Tax Consolidation ......................... 50
     5.4  Maintenance of Properties; Insurance ................................... 51
     5.5  Inspection; Lender Meeting ............................................. 51
     5.6  Compliance with Laws etc. .............................................. 51
     5.7  Environmental Disclosure and Inspection ................................ 51
     5.8  Borrower's Remedial Action Regarding Hazardous Materials ............... 52
     5.9  Collateral Documents; Further Assurances ............................... 52
     5.10 New Subsidiaries ....................................................... 52
     5.11 Interest Rate Agreements ............................................... 53

SECTION 6 BORROWER'S NEGATIVE COVENANTS

     6.1  Liens and Related Matters .............................................. 53
     6.2  Investments; Joint Ventures ............................................ 53
     6.3  Restricted Junior Payments ............................................. 54
     6.4  Financial Covenants .................................................... 54
     6.6  Restriction on Fundamental Changes, Asset Sales, and Acquisitions ...... 55
     6.7  Transactions with Shareholders and Affiliates .......................... 56
     6.8  Conduct of Business .................................................... 56

SECTION 7 EVENTS OF DEFAULT

     7.1  Failure to Make Payment ................................................ 56
     7.2  Default in Other Agreements ............................................ 57
     7.3  Breach of Certain Covenants ............................................ 57
     7.4  Breach of Warranty ..................................................... 57
     7.5  Other Defaults Under Loan Documents .................................... 57
     7.6  Involuntary Bankruptcy, Appointment of Receiver, etc. .................. 57
     7.7  Voluntary Bankruptcy; Appointment of Receiver, etc. .................... 58
     7.8  Judgments and Attachments .............................................. 58
     7.9  Dissolution ............................................................ 58
     7.10 Employee Benefit Plans ................................................. 58
     7.11 Change in Control ...................................................... 58
     7.12 Invalidity of Guaranty ................................................. 58
     7.13 Failure of Security .................................................... 59

SECTION 8 ADMINISTRATIVE AGENT

     8.1  Administrative Agent ................................................... 59
     8.2  Expenses ............................................................... 61

AMENDED AND RESTATED CREDIT AGREEMENT       iii

<PAGE>

     8.3  Proportionate Absorption of Losses ..................................... 61
     8.4  Delegation of Duties; Reliance ......................................... 61
     8.5  Limitation of Administrative Agent's Liability ......................... 62
     8.6  Default ................................................................ 63
     8.7  Limitation of Liability ................................................ 63
     8.8  Relationship of Lenders ................................................ 63
     8.9  Benefits of Agreement .................................................. 63
     8.10 Approval of Lenders .................................................... 63
     8.11 Other Agents ........................................................... 64

SECTION 9 MISCELLANEOUS

     9.1  Assignments and Participations in Loans ................................ 64
     9.2  Expenses ............................................................... 66
     9.3  INDEMNITY .............................................................. 66
     9.4  Ratable Sharing ........................................................ 67
     9.5  Amendments and Waivers ................................................. 68
     9.6  Independence of Covenants .............................................. 69
     9.7  Notices ................................................................ 69
     9.8  Survival of Representations, Warranties, and Agreements ................ 69
     9.9  Failure or Indulgence Not Waiver; Remedies Cumulative .................. 69
     9.10 Marshalling; Payments Set Aside ........................................ 70
     9.11 Severability ........................................................... 70
     9.12 Obligations Several; Independent Nature of Lenders' Rights ............. 70
     9.13 Headings ............................................................... 70
     9.14 Applicable Law ......................................................... 70
     9.15 Successors and Assigns ................................................. 70
     9.16 Consent to Jurisdiction and Service of Process ......................... 70
     9.17 Waiver of Jury Trial ................................................... 71
     9.18 Confidentiality ........................................................ 71
     9.19 Counterparts; Effectiveness ............................................ 72
     9.20 Amendment and Restatement .............................................. 72

</TABLE>









AMENDED AND RESTATED CREDIT AGREEMENT       iv

<PAGE>
                                    EXHIBITS
                                    --------


<TABLE>

<S>             <C>
Exhibit A       FORM OF ASSIGNMENT AGREEMENT
Exhibit B       FORM OF BORROWER PLEDGE AGREEMENT
Exhibit C       FORM OF CERTIFICATE RE NON-BANK STATUS
Exhibit D       FORM OF COMPLIANCE CERTIFICATE
Exhibit E       FORM OF SUBSIDIARY GUARANTY
Exhibit F       FORM OF LC REQUEST
Exhibit G       FORM OF NOTE
Exhibit H       FORM OF NOTICE OF BORROWING
Exhibit I       FORM OF NOTICE OF CONVERSION/CONTINUATION
Exhibit J       FORM OF PLEDGE AGREEMENT - SUBSIDIARIES
Exhibit K       FORM OF OPINION OF VINSON & ELKINS L.L.P.
Exhibit L       FORM OF CONFIRMATION AGREEMENT


</TABLE>

                                   SCHEDULES
                                   ---------

<TABLE>

<S>     <C>
1.1     PERMITTED HOLDERS
2.1     LENDERS' COMMITMENTS AND COMMITMENT PERCENTAGES
2.2     EXISTING LCS
4.1-1   SUBSIDIARIES OF COMPANY
4.1-2   SIGNIFICANT SUBSIDIARIES
4.6     LITIGATION
4.11    CERTAIN EMPLOYEE BENEFIT PLANS
4.13    ENVIRONMENTAL MATTERS
6.6     CERTAIN AFFILIATE TRANSACTIONS.

</TABLE>














AMENDED AND RESTATED CREDIT AGREEMENT       v


<PAGE>

                     AMENDED AND RESTATED CREDIT AGREEMENT

         THIS AMENDED AND RESTATED CREDIT AGREEMENT (as renewed, extended,
amended, or restated from time to time, this "AGREEMENT") is dated as of
December 18, 2000 and entered into by and among TRAMMELL CROW COMPANY, a
Delaware corporation ("BORROWER"), each lender that is a signatory hereto or
that becomes a signatory hereto as provided in SECTION 9.1 (individually,
together with its successors and assigns, a "LENDER," and collectively,
"LENDERS"), and BANK OF AMERICA, N.A., a national banking association, as
Administrative Agent for the Lenders (in such capacity, together with its
successors and assigns, "ADMINISTRATIVE AGENT") and as Issuing Bank (in such
capacity, together with its successors and assigns, "ISSUING BANK").

                                R E C I T A L S:

         1.   Reference is hereby made to that certain Credit Agreement dated as
of December 1, 2000, executed by Borrower, Administrative Agent, and the Lenders
defined therein (the "EXISTING AGREEMENT") pursuant to which such Lenders
extended to Borrower a $150,000,000 revolving credit facility for general
corporate purposes including Permitted Distributions, Permitted Redemptions, the
acquisition and development of Real Estate Investments and Permitted
Acquisitions, and working capital.

         2.   Borrower, Administrative Agent, and Lenders desire to amend and
restate the Existing Agreement as and pursuant to this Agreement.

         NOW, THEREFORE, in consideration of the premises and the agreements,
provisions, and covenants herein contained, Borrower, Lenders, and
Administrative Agent agree as follows:

                                   SECTION 1

                                  DEFINITIONS

         1.1  CERTAIN DEFINED TERMS. The following terms used in this Agreement
shall have the following meanings:

         "ADJUSTED EURODOLLAR RATE" means, as of any Interest Rate Determination
Date with respect to an Interest Period for a Eurodollar Rate Loan, the rate per
annum obtained by DIVIDING (a) the Eurocurrency Rate, BY (b) a percentage equal
to 100% MINUS the stated maximum rate of all reserve requirements (including,
without limitation, any marginal, emergency, supplemental, special, or other
reserves) applicable on such Interest Rate Determination Date to any member bank
of the Federal Reserve System in respect of "EUROCURRENCY LIABILITIES" as
defined in REGULATION D (or any successor category of liabilities under
REGULATION D).

         "ADJUSTED GROSS EBITDA" means, for any period, Gross EBITDA (other than
Gross EBITDA of International Subsidiaries and Mortgaged Real Estate
Subsidiaries).

         "ADMINISTRATIVE AGENT" has the meaning assigned to such term in the
introduction to this Agreement.

         "AFFECTED LENDER" has the meaning assigned to such term in SECTION
2.6(c)


AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>


         "AFFILIATE" means, for any Person, any other Person directly or
indirectly controlling, controlled by, or under common control with, that
Person. For the purposes of this definition, "CONTROL" (including, with
correlative meanings, the terms "CONTROLLING," "CONTROLLED BY," and "UNDER
COMMON CONTROL WITH"), as applied to any Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of that Person, whether through the ownership of voting Stock, by
contract, or otherwise.

         "AGREEMENT" has the meaning assigned to such term in the introduction
to this Agreement. "APPLICABLE MARGIN" means, as of any date of determination, a
percentage per annum determined by the Level in effect on such date as shown
below:

<TABLE>
<CAPTION>
       ----------------------------------------------------------------------------------------------
                                                                       EURODOLLAR RATE    BASE RATE
                                 LEVEL                                     LOANS            LOANS
       ----------------------------------------------------------------------------------------------
         <S>                                                           <C>                <C>
         Level I (Total Leverage Ratio less than 2.0 to 1.0)              1.625%            0.00%
       ----------------------------------------------------------------------------------------------
         Level II (Total Leverage Ratio more than or equal to
           2.0 to 1.0 but less than 2.5 to 1.0)                           1.75%             0.00%
       ----------------------------------------------------------------------------------------------
         Level III (Total Leverage Ratio more than or equal to
           2.5 to 1.0 but less than 3.25 to 1.0)                          2.00%             0.25%
       ----------------------------------------------------------------------------------------------
         Level IV (Total Leverage Ratio more than or equal to
           3.25 to 1.0 but less than 3.5 to 1.0)                          2.25%             0.50%
       ----------------------------------------------------------------------------------------------
</TABLE>


The Applicable Margin, as of any date, shall be determined based upon the Level
as of such date based upon the most recent Level Determination Certificate
delivered pursuant to SECTION 5.1(j); PROVIDED THAT (a) on the Closing Date, the
Applicable Margin shall be determined in accordance with the Level in effect as
determined by the Level Determination Certificate delivered by Borrower to
Administrative Agent pursuant to SECTION 3.1(f) until adjusted as provided in
CLAUSE (b), (b) the Applicable Margin shall be adjusted in accordance with the
Level in effect as determined by the Level Determination Certificate delivered
pursuant to SECTION 5.1(j), such adjustment to become effective (i) in the case
of a Level Determination Certificate delivered with the financial statements
requested under SECTION 5.1(a), on the date such Level Determination Certificate
was required to be delivered pursuant to pursuant to SECTIONS 5.1(a) and (j),
and (ii) in the case of a Level Determination Certificate delivered with the
financial statements requested under SECTION 5.1(b), on date that such Level
Determination Certificate is actually delivered pursuant to pursuant to SECTIONS
5.1(b) and (j), (c) if a Level Determination Certificate is not delivered at the
time required pursuant to SECTION 5.1(j), Level IV shall be applicable from such
time until delivery of a succeeding Level Determination Certificate, and (d) if
a Level Determination Certificate erroneously indicates a Level more favorable
to Borrower than should be afforded by the actual calculation of the Total
Leverage Ratio, then Borrower shall promptly pay additional interest to correct
for such error.

         "ARRANGER" means Banc of America Securities LLC, together with its
successors and assigns.

         "ASSIGNMENT AGREEMENT" means an Assignment Agreement substantially in
the form of EXHIBIT A.

         "BANKRUPTCY CODE" means TITLE 11 of the United States Code entitled
"BANKRUPTCY," as now and hereafter in effect, or any successor statute.


AMENDED AND RESTATED CREDIT AGREEMENT        2
<PAGE>


         "BASE NET WORTH" means, as of any date, (a) the greater of (i)
$225,000,000, and (ii) THE PRODUCT OF (A) Net Worth as of the last day of the
most-recent Fiscal Quarter prior to any Permitted Redemptions, TIMES (B)
eighty-five percent (85%), LESS (b) the amount of Permitted Redemptions from the
Closing Date through such date.

         "BASE RATE" means, as of any date, THE GREATER OF (a) the Prime Rate,
or (b) THE SUM OF (i) the Federal Funds Effective Rate, and (ii) one-half of one
percent (0.5%).

         "BASE RATE LOANS" means Loans bearing interest at rates determined by
reference to the Base Rate as provided in SECTION 2.2(a).

         "BORROWER" has the meaning assigned to such term in the introduction to
this Agreement.

         "BORROWER PLEDGE AGREEMENT" means the Pledge Agreement executed and
delivered in connection with the Existing Agreement by Borrower, substantially
in the form of EXHIBIT B, as such Pledge Agreement may hereafter be modified,
amended, restated, or supplemented from time to time.

         "BROKERAGE SERVICES LINE" means the "BROKERAGE SERVICES" revenue line
under the "INSTITUTIONAL" segment as reflected in the financial statements
delivered by Borrower pursuant to SECTION 4.3.

         "BUSINESS DAY" means any day excluding Saturday, Sunday, and any day
which is a legal holiday under the laws of the State of Texas or is a day on
which banking institutions located in such state are authorized or required by
any Legal Requirement to close.

         "CAPITAL LEASE" means, for any Person, any lease of any property
(whether real, personal, or mixed) by such Person as lessee that, in conformity
with GAAP, is accounted for as a capital lease on the balance sheet of such
Person.

         "CASH" means money, currency, or a credit balance in a Deposit Account.

         "CASH TAXES" means, for any Person for any period, income Taxes paid or
payable in respect of such period.

         "CASH EQUIVALENTS" means, as of any date of determination, (a)
marketable securities (i) issued or directly and unconditionally guaranteed as
to interest and principal by the United States of America, or (ii) issued by any
agency of the United States of America the obligations of which are backed by
the full faith and credit of the United States of America, in each case maturing
within one (1) year after such date, (b) marketable direct obligations issued by
any state of the United States of America or any political subdivision of any
such state or any public instrumentality thereof, in each case maturing within
one (1) year after such date and having, at the time of the acquisition thereof,
the highest rating obtainable from either S&P or Moody's, (c) commercial paper
maturing no more than one (1) year from the date of creation thereof and having,
at the time of the acquisition thereof, a rating of at least A-1 from S&P or at
least P-1 from Moody's, (d) certificates of deposit or bankers' acceptances
maturing within one (1) year after such date and issued or accepted by any
Lender or by any commercial bank organized under the laws of the United States
of America or any state thereof or the District of Columbia that (i) is at least
"ADEQUATELY CAPITALIZED" (as defined in the regulations of its primary federal
banking regulator), and (ii) has Tier 1 capital (as defined in such regulations)
of not less than $100,000,000, and (e) shares of any money market mutual fund
that has


AMENDED AND RESTATED CREDIT AGREEMENT        3
<PAGE>


(i) at least ninety-five percent (95%) of its assets invested continuously in
the types of investments referred to in CLAUSES (a) and (b) above, (ii) net
assets of not less than $500,000,000, and (iii) the highest rating obtainable
from either S&P or Moody's.

         "CERTIFICATE RE NON-BANK STATUS" means a certificate substantially in
the form of EXHIBIT C delivered by a Lender to Administrative Agent pursuant to
SECTION 2.7(b)(iii).

         "CHANGE OF CONTROL" means: (a) the acquisition, in one or more
transactions, of beneficial ownership (within the meaning of RULE 13d-3 under
the Exchange Act) by (i) any person or entity (other than any Permitted Holder),
or (ii) any group of persons or entities (excluding any Permitted Holders) who
constitute a group (within the meaning of SECTION 13(d)(3) of the Exchange Act),
in either case, of any Company Voting Stock such that, as a result of such
acquisition, such person, entity, or group beneficially owns (within the meaning
of RULE 13d-3 under the Exchange Act), directly or indirectly, thirty percent
(30%) or more of Company Voting Stock then outstanding (but only to the extent
that such beneficial ownership is not shared with any Permitted Holder who has
the power to direct the vote thereof); PROVIDED HOWEVER, that no such Change of
Control shall be deemed to have occurred if (i) the Permitted Holders
beneficially own, in the aggregate, at all times, a greater percentage of
Company Voting Stock than such other person, entity, or group, or (ii) at all
times, the Permitted Holders (or any of them) possess the ability (by contract
or otherwise) to elect, or cause the election of, a majority of the members of
Borrower's Board of Directors; or (b) the Permitted Holders shall cease to own,
directly or indirectly, at least twenty percent (20%) of the outstanding Company
Voting Stock; or (c) during any period of twelve (12) consecutive calendar
months, Continuing Directors shall cease to constitute a majority of the Board
of Directors of Borrower; or (d) Company Voting Stock shall cease to be listed
for trading and be traded on either the New York Stock Exchange, the NASDAQ
Stock Market, or another public exchange acceptable to Administrative Agent.

         "CLOSING DATE" means December 18, 2000.

         "COLLATERAL" means (a) all of the Stock in Borrower's Significant
Subsidiaries, and (b) any or all intercompany Indebtedness of any Company owing
to Borrower or any Significant Subsidiary, in each case subject to a Lien
pursuant to the Collateral Documents.

         "COLLATERAL DOCUMENTS" means all pledge and security agreements,
assignments, financing and continuation statements, and all other instruments or
documents delivered by any Obligor pursuant to this Agreement (including, but
not limited to, the Pledge Agreements) in order to grant to Administrative
Agent, for the benefit of the Credit Parties, Liens in the Collateral, and all
modifications, amendments, restatements, and supplements thereof.

         "COMMITMENT" means, for any Lender as of any date of determination, the
amount stated beside each Lender's name on the most-recently amended SCHEDULE
2.1 to this Agreement (which amount is subject to increase, reduction, or
cancellation in accordance with this Agreement).

         "COMMITMENT PERCENTAGE" means, for any Lender as of any date of
determination, the proportion (stated as a percentage) that its Commitment bears
to the Total Commitment.

         "COMMITMENT USAGE" means, at any time, THE SUM OF (without duplication)
(a) the Principal Debt PLUS (b) the LC Exposure.


AMENDED AND RESTATED CREDIT AGREEMENT        4
<PAGE>


         "COMPANIES" means Borrower and its Subsidiaries, and "COMPANY" means
any one of the Companies.

         "COMPANY VOTING STOCK" means issued and outstanding Stock of Borrower
entitled (without regard to the occurrence of any contingency) to vote for the
election of members of the Board of Directors of Borrower.

         "COMPLIANCE CERTIFICATE" means a certificate substantially in the
form of EXHIBIT D delivered to Administrative Agent by Borrower pursuant to
SECTION 5.1(c).

         "CONSTITUENT DOCUMENTS" means, with respect to any Person, its articles
or certificate of incorporation, constitution, bylaws, partnership agreements,
organizational documents, limited liability company agreements, or such other
document as may govern such entity's formation or organization.

         "CONTINGENT OBLIGATION" means, for any Person, any direct or indirect
liability, contingent or otherwise, of such Person (a) with respect to any
Indebtedness, lease, dividend, or other obligation of another Person if the
primary purpose or intent thereof by the Person incurring the Contingent
Obligation is to provide assurance to the obligee of such obligation of another
Person that such obligation of another Person will be paid or discharged, or
that any agreements relating thereto will be complied with, or that the holders
of such obligation will be protected (in whole or in part) against loss in
respect thereof, (b) with respect to any letter of credit issued for the account
of such Person or as to which such Person is otherwise liable for reimbursement
of drawings, or (c) under Interest Rate Agreements and Currency Agreements.
Contingent Obligations shall include, without limitation, (i) the direct or
indirect guaranty, endorsement (otherwise than for collection or deposit in the
ordinary course of business), co-making, discounting with recourse, or sale with
recourse by such Person of the obligation of another Person, (ii) the obligation
to make take-or-pay or similar payments if required regardless of nonperformance
by any other party or parties to an agreement, and (iii) any liability of such
Person for the obligation of another Person through any agreement (contingent or
otherwise) (A) to purchase, repurchase, or otherwise acquire such obligation or
any security therefor, or to provide funds for the payment or discharge of such
obligation (whether in the form of loans, advances, Stock purchases, capital
contributions, or otherwise), or (B) to maintain the solvency or any balance
sheet item, level of income, or financial condition of another if, in the case
of any agreement described under SUBCLAUSES (A) or (B) of this sentence, the
primary purpose or intent thereof is as described in the preceding sentence. The
amount of any Contingent Obligation shall be equal to the amount of the
obligation so guaranteed or otherwise supported or, if less, the amount to which
such Contingent Obligation is specifically limited.

         "CONTRACTUAL OBLIGATION" means, for any Person, any provision of any
Stock issued by such Person or of any material indenture, mortgage, deed of
trust, contract, undertaking, agreement, or other instrument to which such
Person is a party or by which it or any of its properties is bound or to which
it or any of its properties is subject.

         "CONTINUING DIRECTOR" means, as of the date of determination, any
Person who (a) was a member of the Board of Directors of Borrower on the Closing
Date, (b) was nominated for election or elected to the Board of Directors of
Borrower with the affirmative vote of a majority of the Continuing Directors, or
(c) is a representative of a Permitted Holder.


AMENDED AND RESTATED CREDIT AGREEMENT        5
<PAGE>


         "CREDIT PARTIES" means Administrative Agent, Arranger, Issuing Bank,
and Lenders, and "CREDIT PARTy" means any one of the Credit Parties.

         "CURRENCY AGREEMENT" means any foreign exchange contract, currency swap
agreement, futures contract, option contract, synthetic cap, or other similar
agreement or arrangement designed to protect any Company against fluctuations in
currency values.

         "CURRENT ASSETS" means, as of any date, the current assets of the
Companies determined on a consolidated basis in accordance with GAAP, but
excluding all receivables that are more than ninety (90) days past due in
respect of products, goods, and/or services which were delivered or performed by
any Company more than ninety (90) days prior to such date.

         "CURRENT LIABILITIES" means, as of any date, the current liabilities of
the Companies determined on a consolidated basis in accordance with GAAP.

         "CUSTOMARY RECOURSE EXCEPTIONS" means, with respect to any Non-Recourse
Obligations, exclusions from the exculpation provisions with respect to such
Non-Recourse Obligations for fraud, misapplication of cash, environmental
claims, and other circumstances customarily excluded by institutional lenders
from exculpation provisions and/or included in separate indemnification
agreements in non-recourse financings of real estate.

         "DEBT SERVICE" means, for any Person for any period, THE SUM OF (a) all
regularly scheduled principal payments (excluding maturities of real estate
construction mortgages), and (b) all Interest Expense that are paid or payable
during such period in respect of all Indebtedness of such Person.

         "DEFAULTING LENDER" means any Lender that, at the time of determination
thereof, is in default with respect to any of its obligations under this
Agreement or the other Loan Documents.

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

         "DOLLARS" and the sign "$" mean the lawful money of the United States
of America.

         "EBITDA FROM REAL ESTATE GAINS" means, for the Companies for any
period, THE PRODUCT OF (a) twenty-five percent (25%) TIMES (b) THE SUM OF (i)
gains on the disposition of Real Estate Investments, MINUS (ii) the Share of
such gains attributable to the owners (other than Borrower or a wholly-owned
Subsidiary of Borrower) of Stock of any Company (other than Borrower), PLUS
(iii) net income from Investments in Unconsolidated Entities.

         "ELIGIBLE ASSIGNEE" means: (a) a commercial bank organized under the
laws of the United States or any state thereof; (b) a savings and loan
association or savings bank organized under the laws of the United States or any
state thereof; (c) a commercial bank organized under the laws of any other
country or a political subdivision thereof, PROVIDED THAT (i) such bank is
acting through a branch or agency located in the United States, or (ii) such
bank is organized under the laws of a country that is a member of the
Organization for Economic Cooperation and Development or a political subdivision
of such country; and (d) any other entity which is an "ACCREDITED INVESTOR" (as
defined in REGULATION D under the Securities Act) which extends credit


AMENDED AND RESTATED CREDIT AGREEMENT        6
<PAGE>


or makes or buys loans as one of its businesses including, but not limited to,
insurance companies, mutual funds, investment funds, and lease financing
companies; PROVIDED THAT no Affiliate of Borrower shall be an Eligible Assignee.

         "EMPLOYEE BENEFIT PLAN" means any "EMPLOYEE BENEFIT PLAN" as defined in
SECTION 3(3) of ERISA, other than plans that are exempt from ERISA by reason of
the regulations promulgated thereunder and Multiemployer Plans, which is, or was
at any time, maintained or contributed to by Borrower or any of its ERISA
Affiliates.

         "ENVIRONMENTAL CLAIM" means any notice of violation, claim, demand,
abatement order, or other order or direction by any Governmental Authority or
any Person for any damage, including, without limitation, personal injury
(including sickness, disease, or death), tangible or intangible property damage,
contribution, indemnity, indirect or consequential damages, damage to the
environment, nuisance, pollution, contamination, or other adverse effects on the
environment, or for fines or penalties, in each case relating to, resulting from
or in connection with Hazardous Materials and relating to any Company or any of
its Affiliates or any Real Estate Investment.

         "ENVIRONMENTAL LAWS" means all Legal Requirements relating to (a)
environmental matters, including, without limitation, those relating to fines,
injunctions, penalties, damages, contribution, cost recovery compensation,
losses, or injuries resulting from the Release or threatened Release of
Hazardous Materials, (b) the generation, use, storage, transportation, or
disposal of Hazardous Materials, or (c) occupational safety and health,
industrial hygiene, land use, or the protection of human, plant, or animal
health or welfare, in any manner applicable to any Company or any of its Real
Estate Investments or other assets.

         "ERISA" means the EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, as
amended from time to time, and any successor statute.

         "ERISA AFFILIATE" means, for any Person, (a) any corporation which is a
member of a controlled group of corporations within the meaning of SECTION
414(b) of the Internal Revenue Code of which such Person is a member; (b) any
trade or business (whether or not incorporated) which is a member of a group of
trades or businesses under common control within the meaning of SECTION 414(c)
of the Internal Revenue Code of which such Person is a member; and (c) any
member of an affiliated service group within the meaning of SECTION 414(m) or
(o) of the Internal Revenue Code of which such Person, any corporation described
in CLAUSE (a) above, or any trade or business described in CLAUSE (b) above is a
member.

         "ERISA EVENT" means: (a) a "REPORTABLE EVENT" within the meaning of
SECTION 4043 of ERISA and the regulations issued thereunder with respect to any
Pension Plan (excluding those for which the provision for thirty (30) day notice
to the PBGC has been waived by regulation); (b) the failure to meet the minimum
funding standard in a material amount of SECTION 412 of the Internal Revenue
Code with respect to any Pension Plan (whether or not waived in accordance with
SECTION 412(d) of the Internal Revenue Code) or the failure to make by its due
date a required installment in a material amount under SECTION 412(m) of the
Internal Revenue Code with respect to any Pension Plan or the failure to make
any required contribution in a material amount to a Multiemployer Plan; (c) the
provision by the administrator of any Pension Plan pursuant to SECTION
4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress
termination described in SECTION 4041(c) of ERISA; (d) the withdrawal by
Borrower or any of its ERISA Affiliates from any Pension Plan with two (2) or
more contributing sponsors or the termination of any such Pension Plan


AMENDED AND RESTATED CREDIT AGREEMENT        7
<PAGE>


resulting in a material amount of liability pursuant to SECTIONS 4063 or 4064 of
ERISA; (e) the institution by the PBGC of proceedings to terminate any Pension
Plan, or the occurrence of any event or condition which constitutes grounds
under ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan; (f) the imposition of a material amount of
liability on Borrower or any of its ERISA Affiliates pursuant to SECTION 4062(e)
or 4069 of ERISA or by reason of the application of SECTION 4212(c) of ERISA;
(g) the withdrawal by Borrower or any of its ERISA Affiliates in a complete or
partial withdrawal (within the meaning of SECTIONS 4203 AND 4205 of ERISA) from
any Multiemployer Plan if such withdrawal would result in a material amount of
liability to Borrower or an ERISA Affiliate, or the receipt by Borrower or any
of its ERISA Affiliates of notice from any Multiemployer Plan that it is in
reorganization or insolvency pursuant to SECTION 4241 or 4245 of ERISA, or that
it intends to terminate or has terminated under SECTION 4041A or 4042 of ERISA;
(h) the occurrence of an act or omission which could give rise to the imposition
on Borrower or any of its ERISA Affiliates of a material amount of fines,
penalties, Taxes, or related charges under CHAPTER 43 of the Internal Revenue
Code or under SECTION 409 or 502(c), (i) or (1) or 4071 of ERISA in respect of
any Employee Benefit Plan; (i) the assertion of a claim (other than routine
claims for benefits) that could result in a material amount of liability against
any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof,
or against Borrower or any of its ERISA Affiliates in connection with any such
Employee Benefit Plan; (j) receipt from the Internal Revenue Service of notice
of the failure of any Pension Plan (or any other Employee Benefit Plan intended
to be qualified under SECTION 401(a) of the Internal Revenue Code) to qualify
under SECTION 401(a) of the Internal Revenue Code, or the failure of any trust
forming part of any Pension Plan to qualify for exemption from taxation under
SECTION 501(a) of the Internal Revenue Code; or (k) the imposition of a Lien
pursuant to SECTION 401(a)(29) or 412(n) of the Internal Revenue Code or
pursuant to ERISA with respect to any Pension Plan.

         "EUROCURRENCY RATE" means, for any Eurodollar Rate Loan for any
Interest Period therefor, the rate per annum (rounded upwards, if necessary, to
the nearest 1/100 of 1%) appearing on Dow Jones Markets Page 3750 (or any
successor page) as the London interbank offered rate for deposits in Dollars at
approximately 11:00 a.m. (London time) two (2) Business Days prior to the first
(1st) day of such Interest Period for a term comparable to such Interest Period.
If for any reason such rate is not available, then the term "EUROCURRENCY RATE"
shall mean, for any Eurodollar Rate Loan for any Interest Period therefor, the
rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%)
appearing on Reuters Screen LIBO Page as the London interbank offered rate for
deposits in Dollars at approximately 11:00 a.m. (London time) two (2) Business
Days prior to the first (1st) day of such interest Period for a term comparable
to such Interest Period; PROVIDED HOWEVER, if more than one rate is specified on
Reuters Screen LIBO Page, then the applicable rate shall be the arithmetic mean
of all such rates (rounded upwards, if necessary, to the nearest 1/100 of 1%).

         "EURODOLLAR RATE LOANS" means Loans bearing interest at rates
determined by reference to the Adjusted Eurodollar Rate as provided in SECTION
2.2(a).

         "EVENT OF DEFAULT" means each of the events set forth in SECTION 7.

         "EXCHANGE ACT" means the SECURITIES EXCHANGE ACT OF 1934, as amended
from time to time, and any successor statute.

         "EXISTING AGREEMENT" has the meaning assigned to such term in the
recitals.

         "EXISTING LCS" means the LCs listed on SCHEDULE 2.2.


AMENDED AND RESTATED CREDIT AGREEMENT        8
<PAGE>


         "FEDERAL FUNDS EFFECTIVE RATE" means, for any period, a fluctuating
interest rate 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 which is a Business Day, the average of the quotations for such day on such
transactions received by Administrative Agent from three (3) Federal funds
brokers of recognized standing selected by Administrative Agent.

         "FIRST REDEMPTION DATE" means the date that the first Permitted
Redemption occurs.

         "FISCAL QUARTER" means a fiscal quarter of any Fiscal Year.

         "FISCAL YEAR" means the fiscal year of the Companies ending on December
31 of each calendar year. For purposes of this Agreement, any particular Fiscal
Year shall be designated by reference to the calendar year in which such Fiscal
Year ends.

         "FIXED CHARGE COVERAGE RATIO" means, as of the last day of any Fiscal
Quarter, the ratio of (a) Gross EBITDA, to (b) Fixed Charges, in each case for
the four (4) Fiscal Quarters ending on the date of determination.

         "FIXED CHARGES" means, for the Companies for any period, (a) Debt
Service, PLUS (b) Cash Taxes, PLUS (c) all Restricted Junior Payments in respect
of all outstanding Stock of the Companies consisting of preferred Stock.

         "FUNDING AND PAYMENT OFFICE" means the office of Administrative Agent
located at 901 Main Street, 51st Floor, Dallas, Texas 75202.

         "FUNDING DATE" means the date of the funding of a Loan.

         "GAAP" means, subject to the limitations on the application thereof set
forth in SECTION 1.2, generally accepted accounting principles set forth in
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession, in each case as the same are applicable to the circumstances as of
the date of determination.

         "GAAP ASSET VALUE" means, as of any date, all assets of the Companies
on a consolidated basis determined in accordance with GAAP.

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

         "GOVERNMENTAL AUTHORIZATION" means any permit, license, authorization,
plan, directive, consent order, or consent decree of or from any Governmental
Authority.


AMENDED AND RESTATED CREDIT AGREEMENT        9
<PAGE>


         "GROSS EBITDA" means, for any period and calculated on a Pro Forma
Basis, (a) Net Income, PLUS (b) the following to the extent deducted from Net
Income in accordance with GAAP (i) Interest Expense, PLUS (ii) income Taxes,
PLUS (iii) total depreciation expense, PLUS (iv) total amortization expense,
PLUS (v) other non-cash and non-recurring items, LESS (c) other non-cash and
non-recurring items increasing Net Income, MINUS (d) any net extraordinary
gains, PLUS (d) any net extraordinary losses; PROVIDED, HOWEVER, that there
shall be excluded from "GROSS EBITDA" any portion of Gross EBITDA (i) from the
Companies' Brokerage Services Line that exceeds in the aggregate forty percent
(40%) of Gross EBITDA, (ii) attributable to the Companies' International
Operations that exceed in the aggregate twenty percent (20%) of Gross EBITDA,
(iii) from the Institutional Business Line of the Companies' International
Operations that exceeds in the aggregate ten percent (10%) of Gross EBITDA, (iv)
attributable to EBITDA from Real Estate Gains that exceeds in the aggregate
fifteen percent (15%) of Gross EBITDA, and (v) attributable to the Share of
Gross EBITDA of the owners (other than Borrower or a wholly-owned Subsidiary of
Borrower) of Stock of any Subsidiary of Borrower. The percentage limitations
calculated in CLAUSES (i) through (iv) of the immediately preceding sentence
shall be calculated, in each case, prior to reduction of Gross EBITDA as a
result of any such limitations.

         "GUARANTORS" means all existing and future Significant Subsidiaries.

         "HAZARDOUS MATERIALS" means: (a) any chemical, material, or substance
at any time defined as or included in the definition of "HAZARDOUS SUBSTANCES,"
"HAZARDOUS WASTES," "HAZARDOUS MATERIALS," "EXTREMELY HAZARDOUS WASTE,"
"RESTRICTED HAZARDOUS WASTE," "INFECTIOUS WASTE," "TOXIC SUBSTANCES," or any
other formulations intended to define, list, or classify substances by reason of
deleterious properties under any applicable Environmental Laws or publications
promulgated pursuant thereto; (b) any oil, petroleum, petroleum fraction, or
petroleum derived substance; (c) any drilling fluids, produced waters, and other
wastes associated with the exploration, development, or production of crude oil,
natural gas, or geothermal resources; and (d) any other chemical, material, or
substance, exposure to which is prohibited, limited, or regulated by any
Governmental Authority or which may or could pose a hazard to the health and
safety of the owners, occupants, or any Persons in the vicinity of any Real
Estate Investment.

         "INDEBTEDNESS" means, for any Person, without duplication, (a) all
indebtedness for borrowed money, (b) that portion of obligations with respect to
Capital Leases that is properly classified as a liability on a balance sheet of
such Person in conformity with GAAP, (c) notes payable and drafts accepted
representing extensions of credit whether or not representing obligations for
borrowed money, (d) any obligation owed for all or any part of the deferred
purchase price of property or services (excluding obligations for further
payments for businesses acquired based solely upon future earnings or cash flow
and any such obligations incurred under ERISA), which purchase price is (i) due
more than six (6) months from the date of incurrence of the obligation in
respect thereof, or (ii) evidenced by a note or similar written instrument, (e)
all indebtedness secured by any Lien (other than Permitted Encumbrances) on any
property or asset owned or held by such Person regardless of whether the
indebtedness secured thereby shall have been assumed by such Person or is
nonrecourse to the credit of such Person, and (f) all Stock of such Person that
is subject to repurchase or redemption other than at the sole option of such
Person. Obligations under Interest Rate Agreements and Currency Agreements
constitute Contingent Obligations and not Indebtedness.

         "INDEMNITEE" has the meaning assigned to such term in SECTION 9.3.

         "INSTITUTIONAL BUSINESS LINE" means the "INSTITUTIONAL" revenue line as
reflected in the financial statements delivered by Borrower pursuant to SECTION
4.3.


AMENDED AND RESTATED CREDIT AGREEMENT        10

<PAGE>


         "INTEREST COVERAGE RATIO" means, as of the last day of any Fiscal
Quarter, the ratio of (a) Gross EBITDA, to (b) Interest Expense, in each case
for the four (4) Fiscal Quarters ending on the date of determination.

         "INTEREST EXPENSE" means, for any period, total interest expense
(including that portion attributable to Capital Leases in accordance with GAAP
and capitalized interest) of the Compg68 anies, as determined on a consolidated
basis in accordance with GAAP, with respect to all outstanding Indebtedness of
the Companies, including, without limitation, all commissions, discounts, and
other fees and charges owed with respect to letters of credit and bankers'
acceptance financing and net costs under Interest Rate Agreements; PROVIDED THAT
for purposes of this definition, "INTEREST EXPENSE" shall (a) include all
interest on the Obligations whether or not such interest is expensed or
capitalized during such period in accordance with GAAP, and (b) not include
interest capitalized in accordance with GAAP in connection with the construction
of Real Estate Investments so long as the applicable Company has obtained
construction loan financing pursuant to which construction loan advances are
made in the amount of such interest expense.

         "INTEREST PAYMENT DATE" means the last day of each calendar month
during the term of this Agreement.

         "INTEREST PERIOD" has the meaning assigned to such term in SECTION
2.2(b).

         "INTEREST RATE AGREEMENT" means any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement, or other similar
agreement or arrangement designed to protect any Company against fluctuations in
interest rates.

         "INTEREST RATE DETERMINATION DATE" means, with respect to any Interest
Period, the second (2nd) Business Day prior to the first (1st) day of such
Interest Period.

         "INTERNAL REVENUE CODE" means the INTERNAL REVENUE CODE OF 1986, as
amended to the date hereof and from time to time hereafter.

         "INTERNATIONAL OPERATIONS" means the Companies' business operations,
assets, and properties located outside of the United States of America including
all International Subsidiaries.

         "INTERNATIONAL SUBSIDIARIES" means Subsidiaries of Borrower that are
not organized under the laws of any State of the United States of America or the
District of Columbia, and "INTERNATIONAL SUBSIDIARY" means any one of the
International Subsidiaries.

         "INVESTMENT" means any (a) direct or indirect purchase or other
acquisition by any Company of, or of a beneficial interest in, any Stock of any
other Person (other than a Person that, prior to such purchase or acquisition,
was a Subsidiary of Borrower), (b) purchase or acquisition by any Company of all
or substantially all of the assets of any other Person, or (c) direct or
indirect loan, advance, or capital contribution by any Company to any other
Person other than a wholly-owned Subsidiary of Borrower, including all
indebtedness and accounts receivable from such other Person that are not current
assets or did not arise from sales or the provision of services to such other
Person in the ordinary course of business. The amount of any Investment shall be
the original cost of such Investment PLUS the cost of all additions thereto,


AMENDED AND RESTATED CREDIT AGREEMENT        11
<PAGE>


and MINUS any return in cash of the original amount of such Investment, without
any adjustments for increases or decreases in value, or write-ups, writedowns,
or write-offs with respect to such Investment.

         "ISSUANCE DATE" means, with respect to any LC, the date of issuance of
such LC.

         "ISSUING BANK" has the meaning assigned to such term in the
introduction to this Agreement.

         "JOINT VENTURE" means a joint venture, partnership, limited liability
company, or other similar arrangement, whether in corporate, partnership,
limited liability company, or other legal form.

         "LAST REDEMPTION DATE" means the last day of the calendar month in
which the last Permitted Redemption occurs.

         "LC" means a documentary or standby letter of credit issued for the
account of Borrower by Issuing Bank under this Agreement and under an LC
Agreement.

         "LC AGREEMENT" means a letter of credit application and agreement (in
form and substance satisfactory to Issuing Bank) submitted and executed by
Borrower to Issuing Bank for an LC for the account of Borrower.

         "LC EXPOSURE" means, without duplication, THE SUM OF (a) the total face
amount of all undrawn and uncancelled LCs PLUS (b) the total unpaid
reimbursement obligations of Borrower under drawings under all LCs.

         "LC REQUEST" means a request substantially in the form of EXHIBIT F.

         "LC SUBFACILITY" means a subfacility of the Revolving Credit Facility
for the issuance of LCs, as described in SECTION 2.1(e), under which the LC
Exposure (a) may never (without the prior written consent of Administrative
Agent, such consent not to be unreasonably withheld) collectively exceed
$25,000,000, and (b) together with the Principal Debt, may never exceed the
Total Commitment.

         "LEGAL REQUIREMENTS" means all applicable statutes, laws, treaties,
ordinances, rules, regulations, orders, writs, injunctions, decrees, judgments,
opinions, and interpretations of any Governmental Authority.

         "LENDER" and "LENDERS" have the meanings assigned to such terms in the
introduction of this Agreement.

         "LEVEL" means Level I, Level II, Level III, or Level IV, in each case
whichever is in effect on the date of determination.

         "LEVEL I" means such periods as the Total Leverage Ratio is less than
2.0 to 1.0.

         "LEVEL II" means such periods as the Total Leverage Ratio is greater
than or equal to 2.0 to 1.0 and less than 2.5 to 1.0.

         "LEVEL III" means such periods as the Total Leverage Ratio is
greater than or equal to 2.5 to 1.0 and less than 3.25 to 1.0.


AMENDED AND RESTATED CREDIT AGREEMENT        12
<PAGE>


         "LEVEL IV" means such periods as the Total Leverage Ratio is greater
than or equal to 3.25 to 1.0 and less than or equal to 3.5 to 1.0.

         "LEVEL DETERMINATION CERTIFICATE" means an Officers' Certificate of
Borrower delivered on the Closing Date and thereafter in accordance with SECTION
5.1(j) setting forth in reasonable detail the Total Leverage Ratio that is
applicable pursuant to the definition thereof as of the date on which such
Officers' Certificate is delivered.

         "LIEN" means any lien, mortgage, pledge, assignment, security interest,
charge, or encumbrance of any kind (including any conditional sale or other
title retention agreement, any lease in the nature thereof, and any agreement to
give any security interest).

         "LIQUID ASSETS" means, as of any date, THE SUM OF (a) the Companies'
Cash and Cash Equivalents (in each case not subject to any Liens or other
encumbrances) and (b) THE LESSER OF (i) the Unused Commitment as of such date,
and (ii) the maximum amount of Loans that Borrower could, subject to the terms
and conditions of this Agreement, receive on such date from Lenders.

         "LOAN DOCUMENTS" means this Agreement, the Notes, the Subsidiary
Guaranty, the Pledge Agreements, the Collateral Documents, and any Interest Rate
Agreement between Borrower and any Lender.

         "LOANS" means any amount disbursed (a) by one or more Lenders to
Borrower under the Loan Documents (under the Revolving Credit Facility or the LC
Subfacility), whether such amount constitutes an original disbursement of funds,
the continuation of an amount outstanding, or payment of a draft under an LC, or
(b) by any Lender in accordance with, and to satisfy the obligations of any
Company under, any Loan Document, and "LOAn" means any one of the Loans.

         "MARGIN STOCK" has the meaning assigned to such term in REGULATION U of
the Board of Governors of the Federal Reserve System as in effect from time to
time.

         "MATERIAL ADVERSE EFFECT" means (a) a material adverse effect upon the
business, operations, properties, assets, condition (financial or otherwise), or
prospects of the Companies, taken as a whole, or (b) the impairment of the
ability of Borrower to perform the Obligations, or (c) the impairment in any
material respect of Administrative Agent or Lenders to enforce the Obligations.

         "MATURITY DATE" means the earlier of (a) December 1, 2003, and (b) the
date that the Total Commitment is terminated or reduced to zero in accordance
with the terms of this Agreement.

         "MINIMUM NET WORTH" means, as of any date during the following periods:

         (a) if Borrower does not make any Permitted Redemptions, then the
amount set forth opposite such periods below:

<TABLE>
<CAPTION>
         ------------------------------------------------------------------------
                              PERIOD                           MINIMUM AMOUNT
              <S>                                              <C>
         ------------------------------------------------------------------------
              Closing Date through September 30, 2001           $225,000,000
         ------------------------------------------------------------------------



AMENDED AND RESTATED CREDIT AGREEMENT        13
<PAGE>


              October 1, 2001 through September 30, 2002        $275,000,000
         ------------------------------------------------------------------------
              October 1, 2002 through September 30, 2003        $325,000,000
         ------------------------------------------------------------------------
                   October 1, 2003 and thereafter               $375,000,000
         ------------------------------------------------------------------------
</TABLE>


         (b) if Borrower makes any Permitted Redemptions, then the amount set
forth opposite such periods below:

<TABLE>
<CAPTION>
         -------------------------------------------------------------------------------
                              PERIOD                                  MINIMUM AMOUNT
         -------------------------------------------------------------------------------
              <S>                                                 <C>
             First Redemption Date through the One (1) Year       Base Net Worth
             Anniversary Date of the Last Redemption Date
         -------------------------------------------------------------------------------
             After the One (1) Year Anniversary Date of the
             Last Redemption Date through the Two (2) Year
             Anniversary Date of the Last Redemption Date         Base Net Worth PLUS
                                                                        $50,000,000
         -------------------------------------------------------------------------------
             After the Two (2) Year Anniversary Date of the
             Last Redemption Date through the Three (3) Year
             Anniversary Date of the Last Redemption Date         Base Net Worth PLUS
                                                                       $100,000,000
         -------------------------------------------------------------------------------
             After the Three (3) Year Anniversary Date of the
                   Last Redemption Date                           Base Net Worth PLUS
                                                                       $150,000,000
         -------------------------------------------------------------------------------
</TABLE>


         "MOODY'S" means Moody's Investors Service, Inc. or, if Moody's no
longer publishes ratings, another ratings agency acceptable to Administrative
Agent.

         "MORTGAGED REAL ESTATE SUBSIDIARY" means, as of any date, a Real Estate
Subsidiary whose assets are subject to Liens securing Indebtedness to bona fide
third parties securing Indebtedness incurred to finance a material portion of
the acquisition, construction, and/or development costs of such Real Estate
Subsidiary's assets.

         "MULTIEMPLOYER PLAN" means a "MULTIEMPLOYER PLAN," as defined in
SECTION 3(37) of ERISA, to which Borrower or any of its ERISA Affiliates is
contributing, or ever has contributed, or to which Borrower or any of its ERISA
Affiliates has, or ever has had, an obligation to contribute.

         "NET INCOME" means, for any period, the net income (or loss) of the
Companies on a consolidated basis for such period taken as a single accounting
period determined in conformity with GAAP; PROVIDED THAT there shall be excluded
from "NET INCOME" (a) the income (or loss) of any Person (other than a
Subsidiary of Borrower) in which any other Person (other than a Company) has a
joint interest, except to the extent of the amount of dividends or other
distributions actually paid to a Company by such Person during such period, (b)
the income (or loss) of any Person accrued prior to the date it becomes a
Subsidiary of Borrower or is merged into or consolidated with any Company or
such Person's assets are acquired by any Company, and (c) the income of any
Subsidiary of Borrower to the extent that the declaration or payment of
dividends or similar distributions by that Subsidiary of such income is not at
the time permitted by operation of the terms of its Constituent Documents, any
Contractual Obligation, or any Legal Requirement


AMENDED AND RESTATED CREDIT AGREEMENT        14
<PAGE>


(other than Legal Requirements restricting the making of dividends or
distributions on Stock generally) applicable to such Subsidiary.

         "NET WORTH" means, for the Companies on a consolidated basis as of any
date, net worth determined in accordance with GAAP.

         "NON-RECOURSE OBLIGATIONS" means, for any Person, any Indebtedness of
such Person in which the holder of such Indebtedness (a) may not look to such
Person personally for repayment, other than to the extent of any security
therefor or pursuant to Customary Recourse Exceptions, or (b) may look to such
Person personally for repayment (but not to any constituent owner of such
Person) and such Person is a single purpose Joint Venture owning a single Real
Estate Investment.

         "NOTES" means any promissory notes of Borrower issued to evidence Loans
of Lenders, substantially in the form of EXHIBIT G, as they may be modified,
amended, renewed, extended, restated, or supplemented from time to time, and
"NOTE" means any one of the Notes.

         "NOTICE OF BORROWING" means a notice substantially in the form of
EXHIBIT H delivered by Borrower to Administrative Agent pursuant to SECTION
2.1(c) with respect to a proposed Loan.

         "NOTICE OF CONVERSION/CONTINUATION" means a notice substantially in the
form of EXHIBIT I delivered by Borrower to Administrative Agent pursuant to
SECTION 2.2(d) with respect to a proposed conversion or continuation of the
applicable basis for determining the interest rate with respect to any Loans.

         "OBLIGATIONS" means all obligations of every nature of Borrower from
time to time owed to any Credit Party, or any of them under the Loan Documents,
whether for principal, interest, fees, expenses, indemnification, or otherwise.

         "OBLIGORS" means Borrower and Guarantors, and "OBLIGOR" means any one
of the Obligors.

         "OFFICERS' CERTIFICATE" means, as applied to any corporation, a
certificate executed on behalf of such corporation by its chairman of the board
(if an officer) or its president or one of its vice presidents and by its chief
financial officer or its treasurer.

         "OPERATING LEASE" means, as applied to any Person, any lease
(including, without limitation, leases that may be terminated by the lessee at
any time) of any property (whether real, personal, or mixed) that is not a
Capital Lease other than any such lease under which such Person is the lessor.

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

         "PENSION PLAN" means any Employee Benefit Plan, other than a
Multiemployer Plan, which is subject to SECTION 412 of the Internal Revenue Code
or SECTION 302 of ERISA.

         "PERMITTED ACQUISITION" means any acquisition or series of
acquisitions, by purchase, merger, or otherwise after the Closing Date by any
Company of any Person or substantially all of the assets of any Person or
operating division of any Person (as applicable, the "TARGET"); PROVIDED THAT
each of the following conditions shall have been satisfied:


AMENDED AND RESTATED CREDIT AGREEMENT        15
<PAGE>


         (a) the Target is engaged in substantially the same business as the
business conducted by any Company on the date of such acquisition or another
business permitted pursuant to SECTION 6.8;

         (b) prior to such acquisition or series of acquisitions, Administrative
Agent shall have received (x) financial statements of the Target for at least
the last one (1) year period, which financial statements have been (i) reviewed
by independent certified public accountants if the purchase price of the Target
is in excess of $10,000,000, but is less than $15,000,000, and (ii) audited by
independent certified public accountants if the purchase price of the Target is
equal to or greater than $15,000,000, and (y) an Officer's Certificate (i)
confirming that all representations and warranties set forth in the Loan
Documents continue to be true and correct in all material respects immediately
prior to and after giving effect to the Permitted Acquisition and the
transactions contemplated thereby, and (ii) setting forth the calculations
supporting compliance with the limitations prescribed herein (including pro
forma compliance with all financial covenants);

         (c) as of the closing of such acquisition, the acquisition has been
approved and recommended by the Board of Directors or other applicable governing
body of the Target and the Person from which the Target is to be acquired;

         (d) as of the closing of such acquisition, after giving effect to such
acquisition, the Company that is the acquiring party must be Solvent and the
Companies, on a consolidated basis, must be Solvent;

         (e) as of the closing of such acquisition, after giving effect to such
acquisition, no Event of Default shall exist or occur as a result of, and after
giving effect to, such acquisition; and

         (f) if the Target is to be a Significant Subsidiary of Borrower, then
Borrower shall have complied with the terms and conditions set forth in SECTION
5.10.

         "PERMITTED DISTRIBUTIONS" means, for Borrower in any fiscal year of
Borrower, an amount not to exceed fifty percent (50%) of THE SUM OF Net Income
for the immediately preceding fiscal year, PLUS to the extent deducted from Net
Income, in conformity with GAAP, depreciation and amortization expense.

         "PERMITTED ENCUMBRANCES" means the following types of Liens (other than
any such Lien imposed pursuant to SECTION 401(a)(29) or 412(n) of the Internal
Revenue Code or by ERISA):

         (a) Liens for Taxes, assessments, or governmental charges or claims the
payment of which is not, at the time, required by SECTION 5.3;

         (b) statutory and contractual Liens of landlords and Liens of carriers,
warehousemen, mechanics, and materialmen and other Liens imposed by applicable
Legal Requirements incurred in the ordinary course of business for sums not yet
delinquent or being contested in good faith, if such reserve or other
appropriate provision, if any, as shall be required by GAAP shall have been made
therefor;

         (c) Liens incurred or deposits made in the ordinary course of business
in connection with workers' compensation, unemployment insurance, and other
types of social security, or to secure the performance of tenders, statutory
obligations, surety, indemnity, and appeal bonds, bids, leases, government
contracts, trade contracts, performance, and return-of-money bonds and other
similar obligations (exclusive of obligations for the payment of borrowed
money);


AMENDED AND RESTATED CREDIT AGREEMENT        16
<PAGE>


         (d) any attachment or judgment Lien not constituting an Event of
Default under SECTION 7.8;

         (e) leases or subleases granted to others not interfering in any
material respect with the ordinary conduct of the business of any Company;

         (f) easements, rights-of-way, restrictions, minor defects,
encroachments, or irregularities in title and other similar charges or
encumbrances not interfering in any material respect with the ordinary conduct
of the business of any Company;

         (g) any (i) interest or title of a lessor or sublessor under any lease,
(ii) restriction or encumbrance that the interest or title of such lessor or
sublessor may be subject to, or (iii) subordination of the interest of the
lessee or sublessee under such lease to any restriction or encumbrance referred
to in the preceding CLAUSE (ii);

         (h) Liens arising from filing of precautionary UCC financing statements
relating solely to leases not prohibited by this Agreement;

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

         (j) Liens created for the benefit of Administrative Agent or Lenders
pursuant to the terms of this Agreement and the Collateral Documents.

         "PERMITTED HOLDERS" means the Persons listed on SCHEDULE 1.1.

         "PERMITTED RECOURSE OBLIGATIONS" means: (a) the Obligations; (b)
Recourse Obligations for interim secured construction loans entered into by the
Companies and Joint Ventures in the ordinary course of business not to exceed in
the aggregate (i) at the time any Company or Joint Venture incurs such Recourse
Obligations, (A) $125,000,000, if Gross EBITDA for the most-recent four (4)
fiscal quarters ending on or before such time exceeds $150,000,000, and (B)
$100,000,000, if Gross EBITDA for the most-recent four (4) fiscal quarters
ending on or before such time is equal to or less than $150,000,000, and (ii) at
all other times, (A) $125,000,000, if Gross EBITDA for the most-recent fiscal
year ending on or before such time exceeds $150,000,000, and (B) $100,000,000,
if Gross EBITDA for the most-recent fiscal year ending on or before such time is
equal to or less than $150,000,000; and (c) other unsecured Recourse Obligations
not to exceed $25,000,000 at any time outstanding.

         "PERMITTED REDEMPTIONS" means the redemption or purchase, in one (1) or
more transactions, by Borrower of Company Voting Stock between the Closing Date
and December 31, 2001 in an amount not to exceed $75,000,000 in the aggregate
for all such transactions.

         "PERSON" means and includes natural persons, corporations, limited
partnerships, general partnerships, joint stock companies, joint ventures,
associations, companies, trusts, banks, trust companies, land trusts, business
trusts, or other organizations, whether or not legal entities, and Governmental
Authorities.

         "PLEDGE AGREEMENTS" means the Borrower Pledge Agreement and the
Subsidiary Pledge Agreement, and "PLEDGE AGREEMENT" means any one of the Pledge
Agreements.


AMENDED AND RESTATED CREDIT AGREEMENT        17
<PAGE>


         "POTENTIAL DEFAULT" means a condition or event that, after notice or
lapse of time or both, would constitute an Event of Default.

         "PRIME RATE" means the rate that Administrative Agent announces from
time to time as its prime lending rate, as in effect from time to time. The
Prime Rate is a reference rate and does not necessarily represent the lowest or
best rate actually charged to any customer. Administrative Agent or any other
Lender may make commercial loans or other loans at rates of interest at, above,
or below the Prime Rate.

         "PRINCIPAL DEBT" means, on any date of determination and without
duplication, the aggregate unpaid principal balance of all Loans, together with
all aggregate unpaid reimbursement obligations of Borrower in respect of
drawings under all LCs.

         "PRO FORMA BASIS" means, with respect to Gross EBITDA for any period,
the calculation of such Gross EBITDA to give effect to the acquisition or
disposition of any Company of assets during such period as of the first day of
such period; PROVIDED THAT (a) EBITDA from Real Estate Gains with respect to
Real Estate Investments disposed of during such measurement period shall be
included in Gross EBITDA subject to the limitations set forth in the definition
of Gross EBITDA, and (b) Gross EBITDA with respect to real estate assets (and
not constituting EBITDA from Real Estate Gains) disposed of during such
measurement period may be included in Gross EBITDA unless otherwise requested by
Administrative Agent in its sole discretion.

         "PRO RATA SHARE" means, for any Lender, on any date of determination
(a) for purposes of sharing any amount or fee payable to such Lender, the
proportion which the portion of the Principal Debt owed to such Lender (whether
held directly or through a participation in respect of the LC Subfacility and
determined after giving effect thereto) bears to the Principal Debt owed to
all Lenders at the time in question, and (b) for all other purposes, the
proportion which the portion of the Principal Debt owed to such Lender bears
to the Principal Debt owed to all Lenders at the time in question, or if no
Principal Debt is outstanding, then the proportion that the aggregate of such
Lender's Commitment then in effect bears to the Total Commitment then in effect.

         "REAL ESTATE INVESTMENT" means, for any Company, an Investment in (a)
real property (including, without limitation, all buildings, fixtures, or other
improvements located thereon) owned or ground-leased by such Company, (b) Stock
of Joint Ventures and Unconsolidated Entities formed primarily for real estate
development and/or ownership, or (c) Indebtedness secured by Liens in real
property (including, without limitation, all buildings, fixtures, or other
improvements located thereon).

         "REAL ESTATE SUBSIDIARY" means a Subsidiary of Borrower that is engaged
in the business of real estate development and/or ownership.

         "RECOURSE OBLIGATIONS" means, for any Person, Indebtedness of such
Person that is not Non-Recourse Obligations.

         "REGISTER" has the meaning assigned to such term in SECTION 2.1(e).

         "REGULATION D" means REGULATION D of the Board of Governors of the
Federal Reserve System, as in effect from time to time.


AMENDED AND RESTATED CREDIT AGREEMENT        18
<PAGE>


         "RELEASE" means any release, spill, emission, leaking, pumping,
pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping,
leaching, or migration of Hazardous Materials into the indoor or outdoor
environment (including, without limitation, the abandonment or disposal of any
barrels, containers, or other closed receptacles containing any Hazardous
Materials), or into or out of any Real Estate Investment, including the movement
of any Hazardous Material through the air, soil, surface water, groundwater, or
property.

         "REPRESENTATIVES" means, for any Person, representatives, officers,
directors, employees, attorneys, and agents.

         "REQUISITE LENDERS" means (a) on any date of determination prior to the
Maturity Date, those Lenders (other than Defaulting Lenders) holding sixty-six
and two-thirds percent 66 2/3%) or more of the Total Commitment, and (b) on any
date of determination on or after the Maturity Date, those Lenders holding
sixty-six and two-thirds percent 66 2/3%) or more of the Principal Debt.

         "RESTRICTED JUNIOR PAYMENT" means (a) any dividend or other
distribution, direct or indirect, on account of any shares of any class of
Stock of Borrower now or hereafter outstanding, except a dividend payable
solely in shares of such class of stock to the holders of that class, (b) any
redemption, retirement, sinking fund, or similar payment, purchase, or other
acquisition for value, direct or indirect, of any shares of any class of
Stock of Borrower now or hereafter outstanding, and (c) any payment made to
retire, or to obtain the surrender of, any outstanding warrants, options, or
other rights to acquire shares of any class of Stock of Borrower now or
hereafter outstanding.

         "REVOLVING CREDIT FACILITY" means the Credit Facility described in and
subject to the limitations set forth in SECTION 2.1(a) including the LC
Subfacility.

         "SECURITIES ACT" means the SECURITIES ACT OF 1933, as amended from time
to time, and any successor statute.

         "SHARE" means, for any Person, such Person's share of the assets,
liabilities, revenues, income, losses, or expenses of any Subsidiary or
Unconsolidated Entity based upon such Person's percentage ownership of the Stock
of such Subsidiary or Unconsolidated Entity.

         "SIGNIFICANT SUBSIDIARIES" means, as of any date, (a) each Subsidiary
of Borrower (other than an International Subsidiary or a Mortgaged Real Estate
Subsidiary) whose contribution to Gross EBITDA exceeds five percent (5%) of
Adjusted Gross EBITDA, and (b) other Subsidiaries of Borrower (other than
International Subsidiaries and Mortgaged Real Estate Subsidiaries) designated in
writing by Borrower and acceptable to Administrative Agent that, together with
all Significant Subsidiaries described in CLAUSE (a) preceding, contribute at
least eighty percent (80%) of Adjusted Gross EBITDA, including, without
limitation, the Subsidiaries of Borrower listed on SCHEDULE 4.1-2, as such
SCHEDULE may be supplemented from time to time. Notwithstanding the foregoing,
"SIGNIFICANT SUBSIDIARY" shall not include any Subsidiary which was formerly a
Mortgaged Real Estate Subsidiary SO LONG AS (i) the cash gain on any sale of any
Real Estate Investment formerly owned by such Subsidiary (less any portion of
such gain required to be held in escrow or subjected to a lien pertaining to
post-closing obligations related to the sale of such Real Estate Investment) is
distributed to Borrower or a Significant Subsidiary within thirty (30) days
following completion of such sale and (ii) such Subsidiary is not thereafter
recapitalized with assets that causes such Subsidiary to otherwise be a
"SIGNIFICANT SUBSIDIARY" pursuant to this definition.


AMENDED AND RESTATED CREDIT AGREEMENT        19

<PAGE>

         "SOLVENT" means, with respect to any Person, that as of the date of
determination both: (a)(i) the then fair saleable value of the property of such
Person is (A) greater than the total amount of liabilities (including
contingent liabilities) of such Person, and (B) not less than the amount that
will be required to pay the probable liabilities on such Person's then existing
debts as they become absolute and matured considering all financing
alternatives and potential asset sales reasonably available to such Person;
(ii) such Person's capital is not unreasonably small in relation to its
business or any contemplated or undertaken transaction; and (iii) such Person
does not intend to incur, or believe (nor should it reasonably believe) that it
will incur, debts beyond its ability to pay such debts as they become due; and
(b) such Person is "SOLVENT" within the meaning given such term and similar
terms under applicable laws relating to fraudulent transfers and conveyances.
For purposes of this definition, the amount of any contingent liability at any
time shall be computed as the amount that, in light of all of the facts and
circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability.

         "S&P" means Standard & Poor's Rating Group, a division of McGraw Hill,
Inc., a New York corporation, or, if S&P no longer publishes ratings, then
another ratings agency acceptable to Administrative Agent.

         "STOCK" means all shares, options, warrants, general or limited
partnership interests, membership interests, or other ownership interests
(regardless of how designated) of or in a corporation, partnership, limited
liability company, trust, or other entity, whether voting or non-voting,
including common stock, preferred stock, or any other "EQUITY SECURITY" (as
such term is defined in RULE 3a11-1 of the GENERAL RULES AND REGULATIONS
promulgated by the Securities and Exchange Commission under the Exchange Act).

         "SUBSIDIARY" means, in respect of any Person (herein referred to as
the "PARENT"), any corporation, partnership, limited liability company,
association, or other business entity (a) of which Stock representing more than
fifty percent (50%) of the equity or more than fifty percent (50%) of the
ordinary voting power or more than fifty percent (50%) of the general
partnership interests are, at the time any determination is being made, owned,
Controlled, or held, or (b) which is, at the time any determination is made,
otherwise Controlled, by the Parent or one or more subsidiaries of the Parent
or by the Parent and one or more subsidiaries of the Parent. "CONTROL" shall
mean the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the
ownership of Stock, by contract, or otherwise, and "CONTROLLING" and
"CONTROLLED" shall have meanings correlative thereto.

         "SUBSIDIARY GUARANTY" means an Unconditional Guaranty Agreement
executed and delivered by each Guarantor, substantially in the form of EXHIBIT
E, as each such guaranty may hereafter be modified, amended, restated, or
supplemented from time to time.

         "SUBSIDIARY PLEDGE AGREEMENT" means the Pledge Agreement executed and
delivered in connection with the Existing Agreement by each of Borrower's
Significant Subsidiaries that, individually or together with any other Obligor,
holds ownership interests in one or more of Borrower's Significant
Subsidiaries, and substantially in the form of EXHIBIT J, as such Pledge
Agreement may hereafter be modified, amended, restated, or supplemented from
time to time.

         "TAX" or "TAXES" means any present or future tax or government levy in
the nature of a tax; PROVIDED THAT "TAX ON THE OVERALL NET INCOME" of a Person
shall be construed as a reference to a tax imposed by the jurisdiction in which
that Person's principal office (and/or, in the case of a Lender, its lending
office) is located or in which that Person is deemed to be doing business on
all or part of the net income, profits, or


AMENDED AND RESTATED CREDIT AGREEMENT    20
<PAGE>

gains of that Person (whether worldwide, or only insofar as such income,
profits, or gains are considered to arise in or to relate to a particular
jurisdiction, or otherwise).

         "TOTAL COMMITMENT" means, on any date of determination, THE SUM OF all
Commitments then in effect for all Lenders (as any of the same may have been
reduced or canceled as provided in the Loan Documents).

         "TOTAL DEBT" means, as of any date, without duplication (a) Total
Liabilities PLUS (b) Contingent Obligations, LESS (c) THE SUM OF all (i)
accounts payable, (ii) accrued expenses, (iii) payables to Affiliates incurred
in the ordinary course of business, (iv) liabilities to any Governmental
Authority for Taxes, (v) other Current Liabilities not constituting
Indebtedness, and (vi) the Share of Non-Recourse Obligations of any Company
attributable to the owners (other than Borrower or a wholly-owned Subsidiary of
Borrower) of Stock of such Company (other than Borrower).

         "TOTAL LEVERAGE RATIO" means, as of any date, the ratio of (a) Total
Debt as of such date, to (b) Gross EBITDA for four (4) Fiscal Quarters ending
on the last day of the Fiscal Quarter immediately preceding the Fiscal Quarter
during which such date occurs for which Borrower has delivered the financial
statements required by SECTION 5.1(a) or 5.1(b), as the case may be.

         "TOTAL LIABILITIES" means, as of any date for the Companies on a
consolidated basis, all liabilities of the Companies determined in accordance
with GAAP.

         "TOTAL REVENUES" means, for the Companies on a consolidated basis for
any period, all items customarily reported on the Companies' audited income
statement as "REVENUES," but excluding (a) revenues of any Person (other than a
Subsidiary of Borrower) in which any other Person (other than a Company) has a
joint interest, except to the extent of the amount of dividends or other
distributions actually paid to a Company by such Person during such period, and
(b) any gains from asset sales not permitted pursuant to SECTION 6.6.

         "UNCONSOLIDATED ENTITY" means, in respect of any Person, any other
Person in whom such Person holds Stock and whose financial results would not be
consolidated under GAAP with the financial results of such Person on the
consolidated financial statements of such Person.

         "UNUSED COMMITMENT" means, at any time, (a) the Total Commitment MINUS
(b) the Commitment Usage.

         1.2 ACCOUNTING TERMS, UTILIZATION OF GAAP FOR PURPOSES OF CALCULATIONS
UNDER AGREEMENT. Except as otherwise expressly provided in this Agreement, all
accounting terms not otherwise defined herein shall have the meanings assigned
to them in conformity with GAAP. Financial statements and other information
required to be delivered by Borrower to Lenders pursuant to SECTIONS 5.1(a) and
5.1(b) shall be prepared in accordance with GAAP as in effect at the time of
such preparation (and delivered together with the reconciliation statements
provided for in SECTION 5.1(d)). Calculations in connection with the
definitions, covenants, and other provisions of this Agreement shall utilize
accounting principles and policies in conformity with those used to prepare the
financial statements referred to in SECTION 4.3(a).

         1.3 OTHER DEFINITIONAL PROVISIONS. Unless otherwise specified in the
Loan Documents (a) where appropriate, the singular includes the plural and vice
versa, and words of any gender include each


AMENDED AND RESTATED CREDIT AGREEMENT    21
<PAGE>


other gender, (b) headings and caption references may not be construed in
interpreting provisions, (c) section, paragraph, annex, schedule, exhibit, and
similar references are to the particular Loan Document in which they are used,
(d) references to "TELECOPY," "FACSIMILE," "FAX," or similar terms are to
facsimile or telecopy transmissions, (e) references to "INCLUDING" mean
including without limiting the generality of any description preceding that
word, (f) the rule of construction that references to general items that follow
references to specific items are limited to the same type or character of those
specific items is not applicable in the Loan Documents, (g) references to any
Person include that Person's heirs, personal representatives, successors,
trustees, receivers, and permitted assigns, (h) references to any Legal
Requirement include every amendment or supplement to it, rule and regulation
adopted under it, and successor or replacement for it, and (i) references to
any Loan Document or other document include every renewal and extension of it,
amendment and supplement to it, and replacement or substitution for it.

         1.4 TIME REFERENCES. Unless otherwise specified in the Loan Documents
(a) time references are to time in Dallas, Texas, and (b) in calculating a
period from one date to another, the word "FROM" means "FROM AND INCLUDING" and
the word "TO" or "UNTIL" means "TO BUT EXCLUDING."

                                   SECTION 2

                   AMOUNTS AND TERMS OF COMMITMENTS AND LOANS

         2.1 REVOLVING CREDIT FACILITY; MAKING OF LOANS; REGISTER; OPTIONAL
NOTES; LC SUBFACILITY.

         (a) REVOLVING CREDIT FACILITY. Subject to the terms and conditions in
the Loan Documents, each Lender severally but not jointly agrees to lend to
Borrower one (1) or more Loans under the Revolving Credit Facility, which
Borrower may borrow, repay, and reborrow under this Agreement, subject to the
following conditions:

                  (i) each Loan requested by Borrower hereunder must occur on a
         Business Day and no later than the Business Day immediately preceding
         the Maturity Date;

                  (ii) each Loan requested by Borrower that will be (i) a Base
         Rate Loan must be in an amount not less than $1,000,000 or a greater
         integral multiple of $250,000 or, if less, the Unused Commitment, and
         (ii) a Eurodollar Rate Loan must be in an amount not less than
         $5,000,000 or a greater integral multiple of $1,000,000; (iii) the
         Commitment Usage may not exceed the Total Commitment; and

                  (iv) THE SUM OF (A) the each Lender's Principal Debt PLUS (B)
         such Lender's Commitment Percentage of the LC Exposure may not exceed
         such Lender's Commitment.

         (b)      BORROWING MECHANICS.

                  (i) With respect to Loans to be made on any Funding Date,
         Borrower shall deliver to Administrative Agent a Notice of Borrowing no
         later than 11:00 a.m. (Dallas, Texas time) at least three (3) Business
         Days in advance of the Funding Date (in the case of a Eurodollar Rate
         Loan) or at least one (1) Business Day in advance of the Funding Date
         (in the case of a Base Rate Loan) and shall specify (A) the proposed
         Funding Date, (B) the amount of the Loans requested, (C) whether


AMENDED AND RESTATED CREDIT AGREEMENT    22
<PAGE>


         such Loans shall be Eurodollar Rate Loans or Base Rate Loans, and (D)
         in the case of Loans to be made as Eurodollar Rate Loans, the initial
         Interest Period requested therefore. In lieu of delivering the above
         described Notice of Borrowing, Borrower may give Administrative Agent
         telephonic notice by the required time of any proposed borrowing under
         this SECTION 2.1(b); PROVIDED THAT such notice shall be promptly
         confirmed in writing by delivery of a Notice of Borrowing to
         Administrative Agent on or before the Funding Date.

                  (ii) Neither Administrative Agent nor any Lender shall incur
         any liability to Borrower in acting upon any telephonic notice referred
         to above that Administrative Agent believes in good faith to have been
         given by a duly authorized officer or other Person authorized to borrow
         on behalf of Borrower or for otherwise acting in good faith under this
         SECTION 2.1(b), and upon the funding of Loans by Lenders in accordance
         with this Agreement pursuant to any such telephonic notice, Borrower
         shall have effected Loans hereunder.

                  (iii) Borrower shall notify Administrative Agent prior to the
         funding of any Loan in the event that any of the matters to which
         Borrower is required to certify in the applicable Notice of Borrowing
         is no longer true and correct in all material respects as of the
         Funding Date, and the acceptance by Borrower of the proceeds of each
         Loan shall constitute a re-certification by Borrower, as of the Funding
         Date, as to the matters to which Borrower is required to certify in the
         applicable Notice of Borrowing.

                  (iv) Except as otherwise provided in SECTIONS 2.6(b), 2.6(c),
         and 2.6(g), a Notice of Borrowing for a Eurodollar Rate Loan (or
         telephonic notice in lieu thereof) shall be irrevocable on and after
         the related Interest Rate Determination Date, and Borrower shall be
         bound to make a borrowing in accordance therewith.

         (c)      DISBURSEMENT OF FUNDS.

                  (i) The Loans under this Agreement shall be made by Lenders
         simultaneously and proportionately to their respective Commitment
         Percentage, it being understood that no Lender shall be responsible for
         any default by any other Lender in such other Lender's obligation to
         make a Loan requested hereunder nor shall the Commitment of any Lender
         be increased or decreased as a result of a default by any other Lender
         in such other Lender's obligation to make a Loan requested hereunder.
         Promptly after receipt by Administrative Agent of a Notice of Borrowing
         pursuant to SECTION 2.1(c) (or telephonic notice in lieu thereof),
         Administrative Agent shall notify each Lender of the proposed
         borrowing. Each Lender shall make the amount of its Loan available to
         Administrative Agent not later than 11:00 a.m. (Dallas, Texas time) on
         the Funding Date, in same day funds in Dollars, at the Funding and
         Payment Office.

                  (ii) Unless Administrative Agent shall have been notified by
         any Lender prior to the Funding Date for any Loan that such Lender does
         not intend to make available to Administrative Agent the amount of such
         Lender's Loan requested on the Funding Date, Administrative Agent may
         assume that such Lender has made such amount available to
         Administrative Agent on the Funding Date and Administrative Agent may,
         in its sole discretion, but shall not be obligated to, make available
         to Borrower a corresponding amount on the Funding Date. If such
         corresponding amount is not in fact made available to Administrative
         Agent by such Lender, then Administrative Agent shall be entitled to
         recover such corresponding amount on demand from such Lender together
         with


AMENDED AND RESTATED CREDIT AGREEMENT    23
<PAGE>


         interest thereon, for each day from the Funding Date until the date
         such amount is paid to Administrative Agent, at the customary rate set
         by Administrative Agent for the correction of errors among banks for
         three (3) Business Days and thereafter at the Base Rate. If such Lender
         does not pay such corresponding amount forthwith upon Administrative
         Agent's demand therefor, then Administrative Agent shall promptly
         notify Borrower and Borrower shall immediately pay such corresponding
         amount to Administrative Agent together with interest thereon, for each
         day from the Funding Date until the date such amount is paid to
         Administrative Agent, at the rate payable under this Agreement for Base
         Rate Loans. Nothing in this SECTION 2.1(c) shall be deemed to relieve
         any Lender from its obligation to fulfill its Commitment or to
         prejudice any rights that Borrower may have against any Lender as a
         result of any default by such Lender hereunder.

         (d)      THE REGISTER.

                  (i) Administrative Agent shall maintain, at its address
         referred to in SECTION 9.7, a register for the recordation of the names
         and addresses of Lenders and the Commitment and Loans of each Lender
         from time to time (the "REGISTER"). The Register shall be available for
         inspection by Borrower or any Lender at any reasonable time and from
         time to time upon reasonable prior notice.

                  (ii) Administrative Agent shall record in the Register the
         Commitment and Loans of each Lender. Any such recordation shall be
         conclusive and binding on Borrower and each Lender, absent manifest
         error; PROVIDED THAT failure to make any such recordation, or any error
         in such recordation, shall not affect Borrower's Obligations in respect
         of the applicable Loans.

                  (iii) Each Lender shall record on its internal records
         (including, without limitation, any Note held by such Lender) the
         amount of Loans made by it and each payment in respect thereof. Any
         such recordation shall be conclusive and binding on Borrower, absent
         manifest error; PROVIDED THAT failure to make any such recordation, or
         any error in such recordation, shall not affect Borrower's Obligations
         in respect of the Loans; and PROVIDED FURTHER that in the event of any
         inconsistency between the Register and any Lender's records, the
         recordations in the Register shall govern.

                  (iv) Borrower and each of the Credit Parties shall deem and
         treat the Persons listed as Lenders in the Register as the holders and
         owners of the corresponding Commitments and Loans listed therein for
         all purposes hereof, and no assignment or transfer of any such
         Commitments and Loans shall be effective, in each case unless and until
         an Assignment Agreement effecting the assignment or transfer thereof
         shall have been accepted by Administrative Agent and recorded in the
         Register as provided in SECTION 9.1(b)(ii). Prior to such recordation,
         all amounts owed with respect to the applicable Commitments and Loans
         shall be owed to the Lenders listed in the Register as the owners
         thereof, and any request, authority, or consent of any Person who, at
         the time of making such request or giving such authority or consent, is
         listed in the Register as a Lender shall be conclusive and binding on
         any subsequent holder, assignee, or transferee of the corresponding
         Commitments and Loans.

                  (v) Borrower hereby designates Administrative Agent to serve
         as Borrower's agent solely for purposes of maintaining the Register as
         provided in this SECTION 2.1(d), and Borrower


AMENDED AND RESTATED CREDIT AGREEMENT    24
<PAGE>


         hereby agrees that, to the extent Administrative Agent serves in such
         capacity, Administrative Agent and its Representatives shall constitute
         Indemnitees for all purposes under SECTION 9.3.

         (e)      LETTERS OF CREDIT.

                  (i) CONDITIONS. Subject to the terms and conditions of this
         Agreement, Issuing Bank agrees, if requested by Borrower, to issue LCs
         upon Borrower's making or delivering an LC Request and delivering an LC
         Agreement, both of which must be received by Administrative Agent and
         Issuing Bank no later than the third (3rd) Business Day before the
         Business Day on which the requested LC is to be issued; PROVIDED THAT
         (A) no LC may expire after a date three (3) Business Days before the
         Maturity Date, (B) the LC Exposure may not exceed the limitations in
         the definition of LC Subfacility, (C) each LC must expire no later than
         one (1) year following its issuance (PROVIDED THAT upon the request of
         Borrower, the applicable LC may automatically renew on its anniversary
         date for additional one (1) year periods unless Issuing Bank notifies
         the beneficiary thereof in writing to the contrary and PROVIDED THAT
         such automatic extensions may not automatically extend the expiration
         date of any LC beyond a date that is three (3) Business Days before the
         Maturity Date), and (D) the limitations in SECTIONS 2.1(a)(iii) and
         2.1(a)(iv) may not be exceeded.

                  (ii) PARTICIPATION. Immediately upon Issuing Bank's issuance
         of any LC, Issuing Bank shall be deemed to have sold and transferred to
         each other Lender, and each other Lender shall be deemed irrevocably
         and unconditionally to have purchased and received from Issuing Bank,
         without recourse or warranty, an undivided interest and participation
         to the extent of such Lender's Commitment Percentage in the LC and all
         applicable rights of Issuing Bank in the LC (OTHER THAN rights to
         receive certain fees provided in SECTION 2.3(c) to be for Issuing
         Bank's sole account).

                  (iii) REIMBURSEMENT OBLIGATION. To induce Issuing Bank to
         issue and maintain LCs, and to induce Lenders to participate in issued
         LCs, Borrower agrees to pay or reimburse Issuing Bank (A) on the first
         (1st) Business Day after Issuing Bank notifies Administrative Agent and
         Borrower that it has made payment under a LC, the amount paid by
         Issuing Bank, and (B) within five (5) Business Days after demand, the
         amount of any additional fees Issuing Bank customarily charges for
         amending LCs Agreements, for honoring drafts under LCs, and for taking
         similar action in connection with letters of credit. If Borrower has
         not reimbursed Issuing Bank for any drafts paid by the date on which
         reimbursement is required under this SECTION, then Administrative Agent
         is irrevocably authorized to fund Borrower's reimbursement obligations
         as a Base Rate Loan if no Event of Default exists. The proceeds of such
         Loan shall be advanced directly to Issuing Bank to pay Borrower's
         unpaid reimbursement obligations. If an Event of Default exists, then
         Borrower's reimbursement obligation shall constitute a demand
         obligation. Borrower's obligations under this SECTION are absolute and
         unconditional under any and all circumstances and irrespective of any
         setoff, counterclaim, or defense to payment that Borrower may have at
         any time against any Credit Party or any other Person. From the date
         that Issuing Bank pays a draft under a LC until Borrower either
         reimburses or is obligated to reimburse Issuing Bank for that draft
         under this SECTION, the amount of such draft bears interest payable to
         Issuing Bank at the rate then applicable to Base Rate Loans. From the
         due date of the respective amounts due under this SECTION, to the date
         paid (including any payment from proceeds of a Base Rate Loan), unpaid
         reimbursement amounts accrue interest that is payable on demand at the
         Base Rate PLUS two percent (2%).


AMENDED AND RESTATED CREDIT AGREEMENT    25
<PAGE>

                  (iv) GENERAL. Issuing Bank shall promptly notify
         Administrative Agent and Borrower of the date and amount of any draft
         presented for honor under any LC (but failure to give notice will not
         affect Borrower's obligations under this Agreement). Issuing Bank shall
         pay the requested amount upon presentment of a draft unless presentment
         on its face does not comply with the terms of the applicable LC. When
         making payment, Issuing Bank may disregard (A) any default or potential
         default that exists under any other agreement, and (B) obligations
         under any other agreement that have or have not been performed by the
         beneficiary or any other Person (and Issuing Bank is not liable for any
         of those obligations). Borrower's reimbursement obligations to Issuing
         Bank and Lenders, and each Lender's obligations to Issuing Bank, under
         this Section are absolute and unconditional irrespective of, and
         Issuing Bank is not responsible for, (1) the validity, enforceability,
         sufficiency, accuracy, or genuineness of documents or endorsements
         (even if they are in any respect invalid, unenforceable, insufficient,
         inaccurate, fraudulent, or forged), (2) any dispute by any Company with
         or any Company's claims, setoffs, defenses, counterclaims, or other
         rights against any Credit Party or any other Person, or (3) the
         occurrence of any Potential Default or Event of Default.

                  (v) OBLIGATION OF LENDERS. If Borrower fails to reimburse
         Issuing Bank as provided in SECTION 2.1(e)(iii) by the date on which
         reimbursement is due under such SECTION, and a Loan cannot be advanced
         to satisfy the reimbursement obligations, then Administrative Agent
         shall promptly notify each Lender of Borrower's failure, of the date
         and amount paid, and of each Lender's Commitment Percentage of the
         unreimbursed amount. Each Lender shall promptly and unconditionally
         make available to Administrative Agent in immediately available funds
         its Commitment Percentage of the unpaid reimbursement obligation. Funds
         are due and payable to Administrative Agent before the close of
         business on the Business Day when Administrative Agent gives notice to
         each Lender of Borrower's reimbursement failure (if notice is given
         before 12:00 noon) or on the next succeeding Business Day (if notice is
         given after 12:00 noon). All amounts payable by any Lender accrue
         interest after the due date from the day the applicable draft or draw
         is paid by Administrative Agent to (but not including) the date the
         amount is paid by such Lender to Administrative Agent at the customary
         rate set by Administrative Agent for the correction of errors among
         banks for three (3) Business Days and thereafter at the Base Rate. Upon
         receipt of such funds, Administrative Agent shall make them available
         to Issuing Bank.

                  (vi) DUTIES OF ISSUING BANK. Issuing Bank agrees with each
         Lender and Borrower that it will exercise and give the same care and
         attention to each LC as it gives to its other letters of credit. Each
         Lender and Borrower agree that, in paying any draft under any LC,
         Issuing Bank has no responsibility to obtain any document (OTHER THAN
         any documents expressly required by the respective LC) or to ascertain
         or inquire as to any document's validity, enforceability, sufficiency,
         accuracy, or genuineness or the authority of any Person delivering it.
         Neither Issuing Bank nor its Representatives will be liable to any
         Lender or Borrower for any LC's use or for any beneficiary's acts or
         omissions (INCLUDING, WITHOUT LIMITATION, ANY ACTS OR OMISSIONS
         CONSTITUTING ORDINARY NEGLIGENCE). Any action, inaction, error, delay,
         or omission taken or suffered by Issuing Bank or any of its
         Representatives in connection with any LC, applicable drafts or
         documents, or the transmission, dispatch, or delivery of any related
         message or advice, if in good faith and in conformity with applicable
         Governmental Requirements and in accordance with the standards of care
         specified in the UNIFORM CUSTOMS AND PRACTICES FOR DOCUMENTARY CREDITS
         (1993 REVISION), INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 500
         (as amended or modified), is binding upon Borrower and Lenders and,
         except as provided in SECTION 2.1(c), does not place Issuing Bank or
         any


AMENDED AND RESTATED CREDIT AGREEMENT    26
<PAGE>


         of its Representatives under any resulting liability to Borrower or any
         Lender. Issuing Bank is not liable to Borrower or any Lender for any
         action taken or omitted, in the absence of gross negligence or willful
         misconduct, by Issuing Bank or its Representatives in connection with
         any LC.

                  (vii) CASH COLLATERAL. On the Maturity Date and if requested
         by Requisite Lenders while a Potential Default or Event of Default
         exists, Borrower shall provide Administrative Agent, for the benefit of
         the Credit Parties, cash collateral in an amount to equal the
         then-existing LC Exposure.

                  (viii) INDEMNIFICATION. BORROWER SHALL PROTECT, INDEMNIFY,
         PAY, AND SAVE EACH CREDIT PARTY AND ITS RESPECTIVE REPRESENTATIVES
         HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LIABILITIES,
         DAMAGES, COSTS, CHARGES, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS'
         FEES) WHICH ANY OF THEM MAY INCUR OR BE SUBJECT TO AS A CONSEQUENCE OF
         THE ISSUANCE OF ANY LC, ANY DISPUTE ABOUT ANY LC, OR THE FAILURE OF
         ISSUING BANK TO HONOR A DRAW REQUEST UNDER ANY LC. ALTHOUGH EACH CREDIT
         PARTY AND ITS RESPECTIVE REPRESENTATIVES HAVE THE RIGHT TO BE
         INDEMNIFIED UNDER THIS AGREEMENT FOR ITS OR THEIR OWN ORDINARY
         NEGLIGENCE, NO PERSON IS ENTITLED TO INDEMNITY UNDER THE FOREGOING FOR
         ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT (INCLUDING A KNOWING AND
         WILLFUL BREACH OF ITS MATERIAL OBLIGATIONS UNDER THIS AGREEMENT OR AN
         LC AGREEMENT).

                  (ix) LC AGREEMENTS. Although referenced in any LC, terms of
         any particular agreement or other obligation to the beneficiary are not
         incorporated into this Agreement in any manner. The fees and other
         amounts payable with respect to each LC are as provided in this
         Agreement, drafts under each LC are part of the Obligations, only the
         events specified in this Agreement as an Event of Default shall
         constitute a default under any LC or LC Agreement, and the terms of
         this Agreement control any conflict between the terms of this Agreement
         and any LC Agreement.

                  (x) EXISTING LCs. Upon the satisfaction of each of the
         conditions precedent to the initial Loans and the initial issuance of
         LCs under the LC Subfacility set forth in SECTION 3, each of the
         Existing LCs shall be deemed to be an LC issued hereunder for all
         purposes; PROVIDED THAT no issuance fee shall be payable pursuant to
         SECTION 2.3(c)(ii) with respect to such Existing LCs (except in
         connection with a renewal or extension of such LCs).

         (g) RIGHT TO REMOVE OR REPLACE LENDER. If any Lender (x) shall request
compensation or indemnification pursuant to SECTION 2.7 or shall provide notice
to Borrower that it is unable to make or maintain Eurodollar Loans pursuant to
SECTION 2.6(b) and such request or notice is not applicable to all Lenders, or
(y) shall fail to make available its Loan pursuant to SECTION 2.1(c), then
Borrower may either (i) terminate the Commitment of such Lender in whole but not
in part, by (A) giving such Lender and Administrative Agent not less than five
(5) Business Days' written notice thereof, which notice shall be irrevocable and
effective upon receipt thereof by such Lender and Administrative Agent and shall
specify the date of such termination, and (B) paying such Lender on such date
the outstanding principal of, and interest on, all Loans made by such Lender and
any other Obligation owed to such Lender, if any, or (ii) terminate the
Commitment of such Lender in whole but not in part, pursuant to the provisions
of SECTION 9.1, by proposing the introduction of a replacement Lender
satisfactory to Administrative Agent, or obtaining the agreement of one or more
existing Lenders, to assume the entire amount of the Commitment of the Lender
whose Commitment is being terminated, on the effective date of such termination.
Upon the satisfaction of all of the foregoing conditions, such Lender that is
being terminated shall cease to be a


AMENDED AND RESTATED CREDIT AGREEMENT    27
<PAGE>


"LENDER" for purposes of this Agreement, PROVIDED THAT Borrower shall continue
to be obligated to such Lender under SECTION 9.3 with respect to the
indemnification obligations described in such SECTION arising prior to such
termination.

         2.2      INTEREST ON THE LOANS.

         (a)      RATE OF INTEREST.

                  (i) Subject to the provisions of SECTIONS 2.6 and 2.7, the
         Loans shall bear interest on the unpaid Principal Debt from the date
         made through maturity (whether by acceleration or otherwise) at a rate
         determined by reference to the Base Rate or the Adjusted Eurodollar
         Rate, as the case may be. The applicable basis for determining the rate
         of interest with respect to any Loan shall be selected by Borrower
         initially at the time a Notice of Borrowing is given with respect to
         such Loan pursuant to SECTION 2.1(b). The basis for determining the
         interest rate with respect to any Loan may be changed from time to time
         pursuant to SECTION 2.2(d). If on any day a Loan is outstanding with
         respect to which notice has not been delivered to Administrative Agent
         in accordance with the terms of this Agreement specifying the
         applicable basis for determining the rate of interest, then for that
         day such Loan shall bear interest determined by reference to the Base
         Rate.

                  (ii) Subject to the provisions of SECTIONS 2.2(e) and 2.7, the
         Loans shall bear interest through maturity as follows:

                           (A) if a Base Rate Loan, then at THE SUM OF the Base
                  Rate PLUS the Applicable Margin for Base Rate Loans; or

                           (B) if a Eurodollar Rate Loan, then at THE SUM OF the
                  Adjusted Eurodollar Rate PLUS the Applicable Margin for
                  Eurodollar Rate Loans.

         (b) INTEREST PERIODS. In connection with each Eurodollar Rate Loan,
Borrower may, pursuant to the applicable Notice of Borrowing or Notice of
Conversion/Continuation, as the case may be, select an interest period (each an
"INTEREST PERIOD") to be applicable to such Loan, which Interest Period shall
be, at Borrower's option, either a one (1), two (2), three (3), or six (6) month
period; PROVIDED THAT:

                  (i) the initial Interest Period for the Eurodollar Rate Loan
         shall commence on the Funding Date in respect of such Loan, in the case
         of a Loan initially made as a Eurodollar Rate Loan, or on the date
         specified in the applicable Notice of Conversion/Continuation, in the
         case of a Loan converted to a Eurodollar Rate Loan;

                  (ii) in the case of immediately successive Interest Periods
         applicable to a Eurodollar Rate Loan continued as such pursuant to a
         Notice of Conversion/Continuation, each successive Interest Period
         shall commence on the day on which the next preceding Interest Period
         expires;

                  (iii) if an Interest Period would otherwise expire on a day
         that is not a Business Day, then such Interest Period shall expire on
         the next succeeding Business Day; PROVIDED THAT, if any Interest Period
         would otherwise expire on a day that is not a Business Day but is a day
         of the month after which no further Business Day occurs in such month,
         then such Interest Period shall expire on the next preceding Business
         Day;


AMENDED AND RESTATED CREDIT AGREEMENT    28
<PAGE>


                  (iv) any Interest Period that begins on the last Business Day
         of a calendar month (or on a day for which there is no numerically
         corresponding day in the calendar month at the end of such Interest
         Period) shall, subject to SECTION 2.2(b)(v), end on the last Business
         Day of a calendar month;

                  (v) there shall be no more than five (5) Interest Periods
         outstanding at any time; and

                  (vi) if Borrower fails to specify an Interest Period for any
         Eurodollar Rate Loan in the applicable Notice of Borrowing or Notice of
         Conversion/Continuation, then Borrower shall be deemed to have selected
         an Interest Period of one (1) month.

         (c) INTEREST PAYMENTS. Subject to the provisions of SECTION 2.2(d),
interest on each Loan shall be payable in arrears on and to each Interest
Payment Date applicable to such Loan, upon any prepayment of such Loan (to the
extent accrued on the amount being prepaid) and at maturity (including final
maturity); PROVIDED, HOWEVER, that if any Loans that are Base Rate Loans are
prepaid pursuant to SECTION 2.4(b), then interest on such Loans through the date
of such prepayment shall be payable on the next succeeding Interest Payment Date
applicable to Base Rate Loans (or, if earlier, upon the final termination for
any reason of the Total Commitment).

         (d) CONVERSION OR CONTINUATION.

                  (i) Subject to the provisions of SECTION 2.6, Borrower shall
         have the option (A) to convert at any time all or any part of the
         outstanding Loans equal to $5,000,000 or a greater integral multiple of
         $1,000,000 from Loans bearing interest at a rate determined by
         reference to one basis to Loans bearing interest at a rate determined
         by reference to an alternative basis, or (B) upon the expiration of any
         Interest Period applicable to a Eurodollar Rate Loan, to continue all
         or any portion of such Loan (together with other Loans) equal to
         $5,000,000 or a greater integral multiple of $1,000,000 as a Eurodollar
         Rate Loan; PROVIDED, HOWEVER, that a Eurodollar Rate Loan may only be
         converted into a Base Rate Loan on the expiration date of an Interest
         Period applicable thereto.

                  (ii) Borrower shall deliver a Notice of
         Conversion/Continuation to Administrative Agent no later than 11:00
         a.m. (Dallas, Texas time) at least one (1) Business Day in advance of
         the proposed conversion date (in the case of a conversion to a Base
         Rate Loan) and at least three (3) Business Days in advance of the
         proposed conversion/continuation date (in the case of a conversion to,
         or a continuation of, a Eurodollar Rate Loan). A Notice of
         Conversion/Continuation shall specify (A) the proposed
         conversion/continuation date (which shall be a Business Day), (B) the
         amount and type of the Loan to be converted/continued, (C) the nature
         of the proposed conversion/continuation, (D) in the case of a
         conversion to, or a continuation of, a Eurodollar Rate Loan, the
         requested Interest Period, and (E) in the case of a conversion to, or a
         continuation of, a Eurodollar Rate Loan, that no Potential Default or
         Event of Default has occurred and is continuing. In lieu of delivering
         the above-described Notice of Conversion/Continuation, Borrower may
         give Administrative Agent telephonic notice by the required time of any
         proposed conversion/continuation under this SECTION 2.2(d); PROVIDED
         THAT such notice shall be promptly confirmed in writing by delivery of
         a Notice of Conversion/Continuation to Administrative Agent on or
         before the proposed conversion/continuation date.


AMENDED AND RESTATED CREDIT AGREEMENT    29
<PAGE>

                  (iii) Neither Administrative Agent nor any Lender shall incur
         any liability to Borrower in acting upon any telephonic notice referred
         to above that Administrative Agent believes in good faith to have been
         given by a duly authorized officer or other person authorized to act on
         behalf of Borrower or for otherwise acting in good faith under this
         SECTION 2.2(c), and upon conversion or continuation of the applicable
         basis for determining the interest rate with respect to any Loans in
         accordance with this Agreement pursuant to any such telephonic notice
         Borrower shall have effected a conversion or continuation, as the case
         may be, hereunder.

                  (iv) Except as otherwise provided in SECTIONS 2.6(b), 2.6(c),
         and 2.6(g), a Notice of Conversion/Continuation for conversion to, or
         continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu
         thereof) shall be irrevocable on and after the related Interest Rate
         Determination Date, and Borrower shall be bound to effect a conversion
         or continuation in accordance therewith.

         (e) DEFAULT RATE. Upon the occurrence and during the continuation of
any Event of Default, the outstanding Principal Debt and, to the extent
permitted by applicable Legal Requirements, any interest payments thereon not
paid when due and any fees and other amounts then due and payable hereunder,
shall thereafter bear interest (including post-petition interest in any
proceeding under the Bankruptcy Code or other applicable bankruptcy laws)
payable upon demand at a rate that is two percent (2%) per annum in excess of
the interest rate otherwise payable under this Agreement with respect to the
applicable Loans (or, in the case of any such fees and other amounts, at a rate
which is two percent (2%) per annum in excess of the interest rate otherwise
payable under this Agreement for Base Rate Loans); PROVIDED THAT in the case of
Eurodollar Rate Loans, upon the expiration of the Interest Period in effect at
the time any such increase in interest rate is effective such Eurodollar Rate
Loans shall thereupon become Base Rate Loans and shall thereafter bear interest
payable upon demand at a rate which is two percent (2%) per annum in excess of
the interest rate otherwise payable under this Agreement for Base Rate Loans.
Payment or acceptance of the increased rates of interest provided for in this
SECTION 2.2(e) is not a permitted alternative to timely payment and shall not
constitute a waiver of any Event of Default or otherwise prejudice or limit any
rights or remedies of Administrative Agent or any Lender.

         (f) COMPUTATION OF INTEREST. Interest on the Loans shall be computed
on the basis of a 360-day year, in each case for the actual number of days
elapsed in the period during which it accrues. In computing interest on any
Loan, the date of the making of such Loan or the first (1st) day of an
Interest Period applicable to such Loan or, with respect to a Base Rate Loan
being converted from a Eurodollar Rate Loan, the date of conversion of such
Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be
included, and the date of payment of such Loan or the expiration date of an
Interest Period applicable to such Loan or, with respect to a Base Rate Loan
being converted to a Eurodollar Rate Loan, the date of conversion of such
Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be
excluded; PROVIDED THAT if a Loan is repaid on the same day on which it is
made, one (1) day's interest shall be paid on such Loan.

         (g) MAXIMUM RATE. Regardless of any provision contained in any Loan
Document or any document related thereto, it is the intent of the parties to
this Agreement that neither Administrative Agent nor any Lender contract for,
charge, take, reserve, receive, or apply, as interest on all or any part of the
Obligations any amount in excess of the Maximum Rate or the Maximum Amount or
receive any unearned interest in violation of any applicable Legal Requirements,
and, if Administrative Agent or Lenders ever do so, then any excess shall be
treated as a partial repayment or prepayment of the Principal Debt and any


AMENDED AND RESTATED CREDIT AGREEMENT    30
<PAGE>


remaining excess shall be refunded to Borrower. In determining if the interest
paid or payable exceeds the Maximum Rate, Borrower, Administrative Agent, and
Lenders shall, to the maximum extent permitted under applicable Legal
Requirements, (i) treat all Loans as but a single extension of credit (and
Administrative Agent, Lenders, and Borrower agree that is the case and that
provision in this Agreement for multiple Loans is for convenience only), (ii)
characterize any non-principal payment as an expense, fee, or premium rather
than as interest, (iii) exclude voluntary repayments or prepayments and their
effects (solely for purposes of this calculation), and (iv) amortize, prorate,
allocate, and spread the total amount of interest throughout the entire
contemplated term of the Obligations. However, if the Obligations are paid in
full before the end of its full contemplated term, and if the interest received
for its actual period of existence exceeds the Maximum Amount, then Lenders
shall refund any excess (and Lenders may not, to the extent permitted by Legal
Requirements, be subject to any penalties provided by any Legal Requirements for
contracting for, charging, taking, reserving, or receiving interest in excess of
the Maximum Amount). If the Legal Requirements of the State of Texas are
applicable for purposes of determining the "MAXIMUM RATE" or the "MAXIMUM
AMOUNT," then those terms mean the "WEEKLY CEILING" from time to time in effect
under TEXAS FINANCE CODE SECTION 303.001, as amended, as limited by TEXAS
FINANCE CODE SECTION 303.009, as amended. Borrower agrees that CHAPTER 346 of
the TEXAS FINANCE CODE, as amended (which regulates certain revolving credit
loan accounts and revolving tri-party accounts), does not apply to the
Obligations.

         2.3 FEES.

         (a) ADMINISTRATIVE AGENT FEES. Borrower shall pay to Administrative
Agent and Arranger the fees specified in the letter agreement between
Administrative Agent and Borrower.

         (b) UNUSED FEES. Borrower shall pay to Administrative Agent, for the
ratable account of Lenders, a quarterly unused fee (prorated for partial
quarters) equal to THE SUM OF the amounts obtained by multiplying the average
Unused Commitment TIMES one-quarter of one percent (0.25%). Such commitment fee
shall accrue commencing on the Closing Date, and shall be due and payable on the
last day of each March, June, September, and December during the term hereof,
commencing on December 31, 2000, and on the Maturity Date, based upon the Unused
Commitment for each day during the quarter ending on such date. Solely for
purposes of this SECTION 2.3(b), "RATABLE" means, for any calculation period,
with respect to any Lender, the proportion that (i) the average daily Unused
Commitment of such Lender during such period bears to (ii) the aggregate amount
of the average daily Unused Commitment of all Lenders during such period.

         (c) ISSUING BANK'S FEES. As an inducement for the issuance (including,
without limitation, the extension) of each LC, Borrower agrees to pay to
Administrative Agent:

                  (i) For the ratable account of each Lender, on the day the fee
         is payable, an issuance fee, payable quarterly in arrears, equal to a
         percentage of the average-face amount of such LC during each applicable
         quarterly period, which percentage is equal to the product of the
         average-face amount of such LC TIMES a rate per annum equal to the
         Applicable Margin for Eurodollar Rate Loans; and

                  (ii) For the account of LC Lender, payable on the date of
         issuance, an issuance fee equal to THE GREATER OF (A) the product of
         (I) the face amount of such LC TIMES (II) one-eighth of one percent
         (0.125%) and (B) $500; PROVIDED THAT the fees payable pursuant to this
         SECTION 2.3(c)(ii) with respect to any individual issuance of an LC
         shall not exceed $2,000.


AMENDED AND RESTATED CREDIT AGREEMENT    31
<PAGE>

         2.4 SCHEDULED PAYMENTS, PREPAYMENTS, AND REDUCTIONS.

         (a) SCHEDULED PAYMENT OF THE REVOLVING CREDIT FACILITY. The Principal
Debt is due and payable on the Maturity Date.

         (b) VOLUNTARY PREPAYMENTS. Borrower may, upon not less than one (1)
Business Day prior written or telephonic notice in the case of Base Rate Loans,
or three (3) Business Days' prior written or telephonic notice in the case of
Eurodollar Rate Loans, given to Administrative Agent and, if given by telephone,
promptly confirmed in writing to Administrative Agent (which original written or
telephonic notice Administrative Agent will promptly transmit by telefacsimile
or telephone to each Lender), at any time and from time to time prepay any Loans
on any Business Day in whole or in part in an aggregate minimum amount of
$1,000,000 or a greater integral multiple of $250,000 (or such lesser amount
representing payment in full of all Principal Debt); PROVIDED, HOWEVER, that if
Borrower repays any Eurodollar Rate Loan prior to the expiration of the Interest
Period applicable thereto, then Borrower shall be obligated to pay the amounts
required pursuant to SECTION 2.6(d). Notice of prepayment having been given as
aforesaid, the principal amount of the Loans specified in such notice shall
become due and payable on the prepayment date specified therein.

         (c) GENERAL PROVISIONS REGARDING PAYMENTS.

                  (i) MANNER AND TIME OF PAYMENT. All payments by Borrower of
         principal, interest, fees, and other Obligations hereunder and under
         the Notes shall be made in Dollars in same day funds, without defense,
         setoff, or counterclaim, free of any restriction or condition, and
         delivered to Administrative Agent not later than 12:00 noon (Dallas,
         Texas time) on the date due at the Funding and Payment Office for the
         account of Lenders; funds received by Administrative Agent after that
         time on such due date shall be deemed to have been paid by Borrower on
         the next succeeding Business Day.

                  (ii) APPLICATION OF PAYMENTS TO PRINCIPAL AND INTEREST. All
         payments in respect of the Principal Debt of any Loan shall include
         payment of accrued interest on the Principal Debt being repaid or
         prepaid, and all such payments shall be applied to the payment of
         interest before application to Principal Debt.

                  (iii) APPLICATION OF PREPAYMENTS TO BASE RATE LOANS AND
         EURODOLLAR RATE LOANS. Any prepayment shall be applied first (1st) to
         Base Rate Loans made for the purpose specified, if any, to the full
         extent thereof before application to Eurodollar Rate Loans, in each
         case in a manner which minimizes the amount of any payments required to
         be made by Borrower pursuant to SECTION 2.6(d).

                  (iv) APPORTIONMENT OF PAYMENTS. Aggregate principal and
         interest payments in respect of the Loans shall be apportioned among
         all outstanding Loans to which such payments relate, in each case
         proportionately to Lenders' respective Pro Rata Shares. Administrative
         Agent shall promptly distribute to each Lender, at its primary address
         set forth on SCHEDULE 2.1 or at such other address as such Lender may
         request, its Pro Rata Share of all such payments received by
         Administrative Agent. Notwithstanding the foregoing provisions of this
         SECTION 2.4(c)(iv), if, pursuant to the provisions of SECTION 2.6(c),
         any Notice of Conversion/Continuation is withdrawn as to any Affected
         Lender or if any Affected Lender makes Base Rate Loans in lieu of its


AMENDED AND RESTATED CREDIT AGREEMENT        32
<PAGE>


         Commitment Percentage of any Eurodollar Rate Loans, then Administrative
         Agent shall give effect thereto in apportioning payments received
         thereafter.

                  (v) PAYMENTS ON BUSINESS DAYS. Whenever any payment to be made
         hereunder shall be stated to be due on a day that is not a Business
         Day, such payment shall be made on the next succeeding Business Day and
         such extension of time shall be included in the computation of the
         payment of interest hereunder, as the case may be.

                  (vi) NOTATION OF PAYMENT. Each Lender agrees that before
         disposing of any Note held by it, or any part thereof (other than by
         granting participations therein), such Lender will make a notation
         thereon of the Loans evidenced by that Note and all principal payments
         previously made thereon and of the date to which interest thereon has
         been paid; PROVIDED THAT the failure to make (or any error in the
         making of) a notation of the Loans made under such Note shall not limit
         or otherwise affect the obligations of Borrower hereunder or under such
         Note with respect to the Loans or any payments of principal or interest
         on such Note.

                  (vii) PAYMENTS TO LENDERS. Administrative Agent shall pay to
         each Lender any payment or prepayment to which such Lender is entitled
         hereunder on the same day Administrative Agent shall have received the
         same from Borrower; PROVIDED THAT such payment or prepayment is
         received by Administrative Agent prior to 12:00 noon (Dallas, Texas
         time), and otherwise before 12:00 noon (Dallas, Texas time) on the
         Business Day next following. If and to the extent Administrative Agent
         shall not make such payments to Lenders when due as set forth in the
         preceding sentence, then such unpaid amounts shall accrue interest,
         payable by Administrative Agent, at the Federal Funds Effective Rate
         from time to time in effect from the due date until (but not including)
         the date on which Administrative Agent makes such payments to Lenders.

         2.5 USE OF PROCEEDS.

         (a) LOANS AND LCS. The proceeds of the Loans shall be applied by
Borrower, and LCs shall be issued for the account of Borrower, for the purposes
described in the Recitals.

         (b) MARGIN REGULATIONS. No portion of the proceeds of any Loan under
this Agreement shall be used by any Company in any manner that would cause the
Loans or the application of such proceeds to violate REGULATION U, REGULATION T,
or REGULATION X of the Board of Governors of the Federal Reserve System or any
other regulation of such Board or to violate the Exchange Act, in each case as
in effect on the date or dates of such Loans and such use of proceeds.

         2.6 SPECIAL PROVISIONS GOVERNING EURODOLLAR RATE LOANS. Notwithstanding
any other provision of this Agreement to the contrary, the following provisions
shall govern with respect to Eurodollar Rate Loans as to the matters covered:

         (a) DETERMINATION OF APPLICABLE INTEREST RATE. As soon as practicable
after 10:00 a.m. (Dallas, Texas time) on each Interest Rate Determination Date,
Administrative Agent shall determine (which determination shall, absent manifest
error, be final, conclusive, and binding upon all parties) the interest rate
that shall apply to the Eurodollar Rate Loans for which an interest rate is then
being determined for the applicable Interest Period and shall promptly give
notice thereof (in writing or by telephone confirmed in writing) to Borrower and
each Lender.


AMENDED AND RESTATED CREDIT AGREEMENT        33
<PAGE>


         (b) INABILITY TO DETERMINE APPLICABLE INTEREST RATE. If Administrative
Agent shall have determined (which determination shall be final and conclusive
and binding upon all parties hereto), on any Interest Rate Determination Date
with respect to any Eurodollar Rate Loans, that by reason of circumstances
affecting the interbank Eurodollar market, adequate and fair means do not exist
for ascertaining the interest rate applicable to such Loans on the basis
provided for in the definition of Adjusted Eurodollar Rate or Eurocurrency Rate,
then Administrative Agent shall on such date give notice (by telefacsimile or by
telephone confirmed in writing) to Borrower and each Lender of such
determination, whereupon (i) no Loans may be made as, or converted to,
Eurodollar Rate Loans until such time as Administrative Agent notifies Borrower
and Lenders that the circumstances giving rise to such notice no longer exist,
and (ii) any Notice of Borrowing or Notice of Conversion/Continuation given by
Borrower with respect to the Loans in respect of which such determination was
made shall be deemed to be rescinded by Borrower.

         (c) ILLEGALITY OR IMPRACTICABILITY OF EURODOLLAR RATE LOANS. If on any
date any Lender shall have determined (which determination shall be final and
conclusive and binding upon all parties hereto but shall be made only after
consultation with Borrower and Administrative Agent) that the making,
maintaining, or continuation of its Eurodollar Rate Loans (i) has become
unlawful as a result of compliance by such Lender in good faith with any Legal
Requirements (or would conflict with any such Legal Requirement not having the
force of law even though the failure to comply therewith would not be unlawful),
or (ii) has become impracticable, or would cause such Lender material hardship,
as a result of contingencies occurring after the date of this Agreement which
materially and adversely affect the interbank Eurodollar market or the position
of such Lender in that market, then, and in any such event, such Lender shall be
an "AFFECTED LENDER" and it shall on that day give notice (by telefacsimile or
by telephone confirmed in writing) to Borrower and Administrative Agent of such
determination (which notice Administrative Agent shall promptly transmit to each
other Lender). Thereafter (A) the obligation of the Affected Lender to make
Loans as, or to convert Loans to, Eurodollar Rate Loans shall be suspended until
such notice shall be withdrawn by the Affected Lender, (B) to the extent such
determination by the Affected Lender relates to a Eurodollar Rate Loan then
being requested by Borrower pursuant to a Notice of Borrowing or a Notice of
Conversion/Continuation, the Affected Lender shall make such Loan as (or convert
such Loan to, as the case may be) a Base Rate Loan, (C) the Affected Lender's
obligation to maintain its outstanding Eurodollar Rate Loans (the "AFFECTED
LOANS") shall be terminated at the earlier to occur of the expiration of the
Interest Period then in effect with respect to the Affected Loans or when
required by law, and (D) the Affected Loans shall automatically convert into
Base Rate Loans on the date of such termination. Notwithstanding the foregoing,
to the extent a determination by an Affected Lender as described above relates
to a Eurodollar Rate Loan then being requested by Borrower pursuant to a Notice
of Borrowing or a Notice of Conversion/Continuation, Borrower shall have the
option, subject to the provisions of SECTION 2.6(d), to rescind such Notice of
Borrowing or Notice of Conversion/Continuation as to all Lenders by giving
notice (by telefacsimile or by telephone confirmed in writing) to Administrative
Agent of such rescission on the date on which the Affected Lender gives notice
of its determination as described above (which notice of rescission
Administrative Agent shall promptly transmit to each other Lender). Except as
provided in the immediately preceding sentence, nothing in this SECTION 2.6(c)
shall affect the obligation of any Lender other than an Affected Lender to make
or maintain Loans as, or to convert Loans to, Eurodollar Rate Loans in
accordance with the terms of this Agreement.

         (d) COMPENSATION FOR BREAKAGE OR NON-COMMENCEMENT OF INTEREST PERIODS.
Borrower shall compensate each Lender, upon written request by such Lender
(which request shall set forth the basis for requesting such amounts), for all
reasonable losses, expenses, and liabilities (including, without limitation, any
interest paid by such Lender to lenders of funds borrowed by it to make or carry
its Eurodollar


AMENDED AND RESTATED CREDIT AGREEMENT        34
<PAGE>


Rate Loans and any loss, expense, or liability sustained by such Lender in
connection with the liquidation or reemployment of such funds) which such Lender
may sustain: (i) if for any reason (other than a default by such Lender) a
borrowing of any Eurodollar Rate Loan does not occur on a date specified
therefor in a Notice of Borrowing or a telephonic request for borrowing, or a
conversion to or continuation of any Eurodollar Rate Loan does not occur on a
date specified therefor in a Notice of Conversion/ Continuation or a telephonic
request for conversion or continuation (unless such borrowing or conversion does
not occur by reason of the inability to determine the applicable interest rate
as provided in SECTION 2.6(b) and the illegality or impracticability to make
Eurodollar Rate Loans as provided in SECTION 2.6(c); (ii) if any prepayment or
other principal payment or any conversion of any of its Eurodollar Rate Loans
occurs on a date prior to the last day of an Interest Period applicable to such
Loan; (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on
any date specified in a notice of prepayment given by Borrower; or (iv) as a
consequence of any other default by Borrower in the repayment of its Eurodollar
Rate Loans when required by the terms of this Agreement.

         (e) BOOKING OF EURODOLLAR RATE LOANS. Any Lender may make, carry, or
transfer Eurodollar Rate Loans at, to, or for the account of any of its branch
offices or the office of an Affiliate of such Lender.

         (f) ASSUMPTIONS CONCERNING FUNDING OF EURODOLLAR RATE LOANS.
Calculation of all amounts payable to a Lender under this SECTION 2.6 and under
SECTION 2.7(a) shall be made as though such Lender had actually funded each of
its relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit
bearing interest at the rate obtained pursuant to the definition of Eurocurrency
Rate in an amount equal to the amount of such Eurodollar Rate Loan and having a
maturity comparable to the relevant Interest Period and through the transfer of
such Eurodollar deposit from an offshore office of such Lender to a domestic
office of such Lender in the United States of America; PROVIDED, HOWEVER, that
each Lender may fund each of its Eurodollar Rate Loans in any manner it sees fit
and the foregoing assumptions shall be utilized only for the purposes of
calculating amounts payable under this SECTION 2.6 and under SECTION 2.7(a).

         (g) EURODOLLAR RATE LOANS AFTER DEFAULT. After the occurrence of and
during the continuation of a Potential Default or an Event of Default, (i)
Borrower may not elect to have a Loan be made or maintained as, or converted to,
a Eurodollar Rate Loan after the expiration of any Interest Period then in
effect for such Loan, and (ii) subject to the provisions of SECTION 2.6(d), any
Notice of Borrowing or Notice of Conversion/Continuation given by Borrower with
respect to a requested borrowing or conversion/continuation that has not yet
occurred shall be deemed to be rescinded by Borrower.

         2.7 INCREASED COSTS; TAXES; CAPITAL ADEQUACY.

         (a) COMPENSATION FOR INCREASED COSTS AND TAXES. Subject to the
provisions of SECTION 2.7(b), if any Lender shall determine (for Loans hereunder
and other similar loans made by such Lender to borrowers similarly situated as
Borrower) (which determination shall, absent manifest error, be final and
conclusive and binding upon all parties hereto) that any Legal Requirement, or
any change therein or in the interpretation, administration, or application
thereof (including the introduction of any new Legal Requirement), or any
determination of any Governmental Authority, in each case that becomes effective
after the date hereof, or compliance by such Lender with any guideline, request
or directive issued or made after the date hereof by any central bank or other
Governmental Authority or quasi-Governmental Authority (whether or not having
the force of law):


AMENDED AND RESTATED CREDIT AGREEMENT        35
<PAGE>


                  (i)   subjects such Lender (or its applicable lending office)
         to any additional Tax (other than any Tax on the overall net income of
         such Lender) with respect to this Agreement or any of its obligations
         hereunder or any payments to such Lender (or its applicable lending
         office) of principal, interest, fees, or any other amount payable
         hereunder;

                  (ii)  imposes, modifies, or holds applicable any reserve
         (including without limitation any marginal, emergency, supplemental,
         special, or other reserve), special deposit, compulsory loan, FDIC
         insurance, or similar requirement against assets held by, or deposits
         or other liabilities in or for the account of, or advances or loans by,
         or other credit extended by, or any other acquisition of funds by, any
         office of such Lender (other than any such reserve or other
         requirements with respect to Eurodollar Rate Loans that are reflected
         in the definition of Adjusted Eurodollar Rate); or

                  (iii) imposes any other condition (other than with respect to
         a Tax matter) on or affecting such Lender (or its applicable lending
         office) or its obligations hereunder or the interbank Eurodollar
         market;

and the result of any of the foregoing is to increase the cost to such Lender of
agreeing to make, making, or maintaining Loans hereunder or to reduce any amount
received or receivable by such Lender (or its applicable lending office) with
respect thereto; then, in any such case, Borrower shall promptly pay to such
Lender, upon receipt of the statement referred to in the next sentence, such
additional amount or amounts (in the form of an increased rate of, or a
different method of calculating, interest or otherwise as such Lender in its
sole discretion shall determine) as may be necessary to compensate such Lender
for any such increased cost or reduction in amounts received or receivable
hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative
Agent) as soon as practicable (but in any event within one hundred and twenty
(120) days) after such Lender obtains actual knowledge of the event or condition
prompting such Lender to make such determination a written statement, setting
forth in reasonable detail the basis for calculating the additional amounts owed
to such Lender under this SECTION 2.7(a), which statement shall be conclusive
and binding upon all parties hereto absent manifest error. Borrower shall not be
liable for any such amount that accrues between the date such statement is
required to be given and the date such statement is actually given.

         (b) WITHHOLDING OF TAXES.

                  (i) PAYMENTS TO BE FREE AND CLEAR. All sums payable by
         Borrower under this Agreement and the other Loan Documents shall be
         paid free and clear of and (except to the extent required by any Legal
         Requirement) without any deduction or withholding on account of any Tax
         (other than a Tax on the overall net income of any Lender) imposed,
         levied, collected, withheld, or assessed by or within the United States
         of America or any political subdivision in or of the United States of
         America or any other jurisdiction from or to which a payment is made by
         or on behalf of Borrower or by any federation or organization of which
         the United States of America or any such jurisdiction is a member at
         the time of payment.

                  (ii) GROSSING-UP OF PAYMENTS. If Borrower or any other Person
         is required by any Legal Requirement to make any deduction or
         withholding on account of any such Tax (other than a Tax on the overall
         net income of any Lender) from any sum paid or payable by Borrower to
         Administrative Agent or any Lender under any of the Loan Documents:


AMENDED AND RESTATED CREDIT AGREEMENT        36
<PAGE>


                  (A) Borrower shall notify Administrative Agent of any such
         requirement or any change in any such requirement as soon as Borrower
         becomes aware of it;

                  (B) Borrower shall pay any such Tax before the date on which
         penalties attach thereto, such payment to be made (if the liability to
         pay is imposed on Borrower) for its own account or (if that liability
         is imposed on Administrative Agent or such Lender, as the case may be)
         on behalf of and in the name of Administrative Agent or such Lender;

                  (C) the sum payable by Borrower in respect of which the
         relevant deduction, withholding, or payment is required shall be
         increased to the extent necessary to ensure that, after the making of
         that deduction, withholding, or payment, Administrative Agent or such
         Lender, as the case may be, receives on the due date a net sum equal to
         what it would have received had no such deduction, withholding, or
         payment been required or made (but net of any tax credit realized by
         Administrative Agent or such Lender); and

                  (D) within thirty (30) days after paying any sum from which it
         is required by law to make any deduction or withholding, and within
         thirty (30) days after the due date of payment of any Tax which it is
         required by SECTION 2.7(b)(ii)(B) to pay, Borrower shall deliver to
         Administrative Agent evidence satisfactory to the other affected
         parties of such deduction, withholding, or payment and of the
         remittance thereof to the relevant taxing or other authority;

PROVIDED THAT no such additional amount shall be required to be paid to any
Lender under SECTION 2.7(b)(ii)(C) except to the extent that any change after
the date hereof (in the case of each Lender listed on the signature pages
hereof) or after the date of the Assignment Agreement pursuant to which such
Lender became a Lender (in the case of each other Lender) in any such
requirement for a deduction, withholding, or payment as is mentioned therein
shall result in an increase in the rate of such deduction, withholding, or
payment from that in effect at the date of this Agreement or at the date of
such Assignment Agreement, as the case may be, in respect of payments to such
Lender.

         (iii) EVIDENCE OF EXEMPTION FROM U.S. WITHHOLDING TAX.

               (A) Each Lender that is organized under the laws of any
         jurisdiction other than the United States or any state or other
         political subdivision thereof (for purposes of this SECTION
         2.7(b)(iii), a "NON-US LENDER") shall deliver to Administrative Agent
         for transmission to Borrower, on or prior to the Closing Date (in the
         case of each Lender listed on the signature pages hereof) or on the
         date of the Assignment Agreement pursuant to which it becomes a Lender
         (in the case of each other Lender), and at such other times as may be
         necessary in the determination of Borrower or Administrative Agent
         (each in the reasonable exercise of its discretion), (1) two original
         copies of Internal Revenue Service Form 1001 or 4224 (or any successor
         forms), properly completed and duly executed by such Lender, together
         with any other certificate or statement of exemption required under the
         Internal Revenue Code or the regulations issued thereunder to establish
         that such Lender is not subject to deduction or withholding of United
         States federal income tax with respect to any payments to such Lender
         of principal, interest, fees or other amounts payable under any of the
         Loan Documents, or (2) if such Lender is not a "BANK" or other Person
         described in SECTION 881(c)(3) of the Internal Revenue Code and cannot
         deliver either Internal Revenue


AMENDED AND RESTATED CREDIT AGREEMENT        37
<PAGE>


         Service Form 1001 or 4224 pursuant to SECTION 2.7(b)(iii)(A)(1), then a
         Certificate re Non-Bank Status together with two (2) original copies of
         Internal Revenue Service Form W-8 (or any successor form), properly
         completed and duly executed by such Lender, together with any other
         certificate or statement of exemption required under the Internal
         Revenue Code or the regulations issued thereunder to establish that
         such Lender is not subject to deduction or withholding of United States
         federal income tax with respect to any payments to such Lender of
         interest payable under any of the Loan Documents.

                  (B) Each Lender required to deliver any forms, certificates,
         or other evidence with respect to United States federal income tax
         withholding matters pursuant to SECTION 2.7(b)(iii)(A) hereby agrees,
         from time to time after the initial delivery by such Lender of such
         forms, certificates, or other evidence, whenever a lapse in time or
         change in circumstances renders such forms, certificates or other
         evidence obsolete or inaccurate in any material respect, such Lender
         shall (1) deliver to Administrative Agent for transmission to Borrower
         two (2) new original copies of Internal Revenue Service Form 1001 or
         4224, or a Certificate re Non-Bank Status and two (2) original copies
         of Internal Revenue Service Form W-8, as the case may be, properly
         completed and duly executed by such Lender, together with any other
         certificate or statement of exemption required in order to confirm or
         establish that such Lender is not subject to deduction or withholding
         of United States federal income tax with respect to payments to such
         Lender under the Loan Documents, or (2) immediately notify
         Administrative Agent and Borrower of its inability to deliver any such
         forms, certificates or other evidence.

                  (C) Borrower shall not be required to pay any additional
         amount to any Non-US Lender under SECTION 2.7(b)(ii)(C) if such Lender
         shall have failed to satisfy the requirements of SECTION
         2.7(b)(iii)(A); PROVIDED THAT if such Lender shall have satisfied such
         requirements on the Closing Date (in the case of each Lender listed on
         the signature pages hereof or on the date of the Assignment Agreement
         pursuant to which it became a Lender (in the case of each other
         Lender), nothing in this SECTION 2.7(b)(iii)(C) shall relieve Borrower
         of its obligation to pay any additional amounts pursuant to SECTION
         2.7(b)(iii)(C) in the event that, as a result of any change in any
         applicable Legal Requirement, or any change in the interpretation,
         administration, or application thereof, such Lender is no longer
         properly entitled to deliver forms, certificates or other evidence at a
         subsequent date establishing the fact that such Lender is not subject
         to withholding as described in SECTION 2.7(b)(iii)(A).

         (c) CAPITAL ADEQUACY ADJUSTMENT. If any Lender shall have determined
that the adoption, effectiveness, phase-in, or applicability after the date
hereof of any Legal Requirement (or any provision thereof) regarding capital
adequacy, or any change therein or in the interpretation or administration
thereof by any Governmental Authority charged with the interpretation or
administration thereof, or compliance by any Lender (or its applicable lending
office) with any guideline, request, or directive regarding capital adequacy
(whether or not having the force of law) of any such Governmental Authority, has
or would have the effect of reducing the rate of return on the capital of such
Lender or any corporation controlling such Lender as a consequence of, or with
reference to, such Lender's Commitment or participations therein or other
obligations hereunder with respect to the Loans to a level below that which such
Lender or such controlling corporation could have achieved but for such
adoption, effectiveness, phase-in, applicability, change, or compliance (taking
into consideration the policies of such Lender or such controlling corporation


AMENDED AND RESTATED CREDIT AGREEMENT        38
<PAGE>


with regard to capital adequacy), then from time to time, within five (5)
Business Days after receipt by Borrower from such Lender of the statement
referred to in the next sentence, Borrower shall pay to such Lender such
additional amount or amounts as will compensate such Lender or such
controlling corporation on an after-tax basis for such reduction. Such Lender
shall deliver to Borrower (with a copy to Administrative Agent) a written
statement, setting forth in reasonable detail the basis of the calculation of
such additional amounts, which statement shall be conclusive and binding upon
all parties hereto absent manifest error.

         2.8 OBLIGATION OF LENDERS TO MITIGATE. Each Lender agrees that, as
promptly as practicable after the officer of such Lender responsible for
administering the Loans of such Lender, as the case may be, becomes aware of the
occurrence of an event or the existence of a condition that would cause such
Lender to become an Affected Lender under SECTION 2.6(c) or that would entitle
such Lender to receive payments under SECTION 2.7, it will, to the extent not
inconsistent with the internal policies of such Lender and any applicable legal
or regulatory restrictions, use reasonable efforts (a) to make, issue, fund, or
maintain the Commitment of such Lender or the affected Loans of such Lender
through another lending office of such Lender or Affiliate, or (b) take such
other measures as such Lender may deem reasonable, if as a result thereof the
circumstances which would cause such Lender to be an Affected Lender would cease
to exist or the additional amounts which would otherwise be required to be paid
to such Lender pursuant to SECTION 2.7 would be materially reduced and if, as
determined by such Lender in its sole discretion, the making, issuing, funding,
or maintaining of such Commitment or Loans through such other lending office or
in accordance with such other measures, as the case may be, would not otherwise
materially adversely affect such Commitment or Loans or the interests of such
Lender; PROVIDED THAT such Lender will not be obligated to utilize such other
lending office pursuant to this SECTION 2.8 unless Borrower agrees to pay all
incremental and reasonable expenses incurred by such Lender as a result of
utilizing such other lending office as described in CLAUSE (a) above. A
certificate as to the amount of any such expenses payable by Borrower pursuant
to this SECTION 2.8 (setting forth in reasonable detail the basis for requesting
such amount) submitted by such Lender to Borrower (with a copy to Administrative
Agent) shall be conclusive absent manifest error.

         2.9 SECURITY FOR THE LOANS.

         (a) PLEDGE AGREEMENTS. As security for the payment and performance of
the Obligations, on or prior to the Closing Date, (i) Borrower shall execute and
deliver to Administrative Agent the Borrower Pledge Agreement pursuant to which
Borrower shall grant Administrative Agent, for the benefit of the Credit
Parties, a first priority perfected security interest in, and lien upon, the
Stock of each of its Significant Subsidiaries and the intercompany Indebtedness
of each of Borrower's Subsidiaries owing to Borrower, and (ii) each of
Borrower's Significant Subsidiaries that, individually or together with any
other Obligor, holds ownership interests in one or more Significant Subsidiaries
shall execute and deliver to Administrative Agent the Subsidiary Pledge
Agreement pursuant to which such Significant Subsidiaries shall grant
Administrative Agent, for the benefit of the Credit Parties, a first priority
perfected security interest in, and lien upon, the Stock of each Significant
Subsidiary owned by each such Significant Subsidiary and the intercompany
Indebtedness of each of Borrower's Subsidiaries owing to each such Significant
Subsidiary.

         (b) SUBSIDIARY GUARANTY. Each of Borrower's Significant Subsidiaries
shall execute and deliver to Borrower the Subsidiary Guaranty, pursuant to which
such Significant Subsidiaries shall guaranty all of the Obligations of Borrower.


AMENDED AND RESTATED CREDIT AGREEMENT        39
<PAGE>


         (c) FURTHER ASSURANCES. Borrower hereby agrees to execute and deliver,
and to cause to be executed and delivered, to Administrative Agent, at
Borrower's sole cost and expense, such replacement guaranties, financing or
continuation statements, third party consents, and such other amendments,
agreements, documents, assignments, statements, or instruments as Administrative
Agent may from time to time reasonably request to evidence, perfect, or
otherwise implement the security for performance and repayment of the
Obligations and the obligations of Borrower's Significant Subsidiaries under the
Subsidiary Guaranty. All of the foregoing shall be reasonably satisfactory in
form and substance to Administrative Agent.

                                   SECTION 3

                              CONDITIONS PRECEDENT

         3.1  CONDITIONS TO INITIAL LOANS ON THE CLOSING DATE. The obligations
of Lenders to fund the initial Loans and of Issuing Bank to issue any LCs to be
made or issued on the Closing Date are subject to satisfaction of the following
conditions precedent on or before the Closing Date:

         (a)  BORROWER DOCUMENTS. Borrower shall deliver or cause to be
delivered to Administrative Agent the following, each, unless otherwise
noted, dated as of the Closing Date:

              (i)   Certified copies of its Certificate of Incorporation,
         together with a good standing certificate from the Secretary of State
         of the State of Delaware and each other state in which it is qualified
         as a foreign corporation to do business and, to the extent generally
         available, a certificate or other evidence of good standing as to
         payment of any applicable franchise or similar Taxes from the
         appropriate taxing authority of each of such states, each dated a
         recent date prior to the Closing Date;

              (ii)  An Officer's Certificate of Borrower certifying (A) its
         Constituent Documents, (B) resolutions of its Board of Directors
         approving and authorizing the execution, delivery, and performance of
         this Agreement and the other Loan Documents, certified as of the
         Closing Date as being in full force and effect without modification or
         amendment, and (C) signatures and incumbency of its officers executing
         this Agreement and the other Loan Documents;

              (iii) Executed originals of this Agreement, the Notes, the
         Borrower Pledge Agreement, and the other Loan Documents; and

              (iv) Such other documents as Administrative Agent may reasonably
         request.

         (b)  BORROWER'S SIGNIFICANT SUBSIDIARIES DOCUMENTS. Borrower shall
deliver or cause to be delivered to Administrative Agent the following with
respect to each of Borrower's Significant Subsidiaries, each, unless otherwise
noted, dated as of the Closing Date:

              (i)   Certified copies of its charter, together with a good
         standing certificate from its jurisdiction of incorporation and of its
         principal place of business, dated a recent date prior to the Closing
         Date;


AMENDED AND RESTATED CREDIT AGREEMENT        40
<PAGE>


              (ii)  Officer's Certificate of Significant Subsidiary
         certifying (A) its Constituent Documents, (B) resolutions of its Board
         of Directors approving and authorizing the execution, delivery, and
         performance of the Loan Documents to which it is a party, certified as
         of the Closing Date as being in full force and effect without
         modification or amendment, and (C) signatures and incumbency of its
         officers executing the Loan Documents to which it is a party;

              (iii) Executed originals of the Loan Documents to which it is a
         party; and

              (iv)  Such other documents as Administrative Agent may reasonably
         request.

         (c)  OPINIONS OF COUNSEL FOR BORROWER AND BORROWER'S SUBSIDIARIES. The
Credit Parties and their respective counsel shall have received originally
executed copies of a favorable written opinion of Vinson & Elkins L.L.P.,
counsel for the Companies, in form and substance reasonably satisfactory to
Administrative Agent and their counsel, dated as of the Closing Date, and
setting forth substantially the matters in the opinions designated in EXHIBIT K
and as to such other matters as Administrative Agent, acting on behalf of the
Credit Parties, may reasonably request.

         (d)  COLLATERAL DOCUMENTS. Borrower shall have taken or caused to be
taken such actions in such a manner so that Administrative Agent has a valid and
perfected first priority security interest in the entire Collateral (subject to
Liens consented to in writing by Administrative Agent and Requisite Lenders with
respect to such Collateral and other Liens permitted by SECTION 6.2) granted by
the Collateral Documents. Such actions shall include, without limitation, the
delivery pursuant to the applicable Collateral Documents of such certificates
(which certificates shall be registered in the name of Administrative Agent or
properly endorsed in blank for transfer or accompanied by irrevocable undated
stock powers duly endorsed in blank, all in form and substance satisfactory to
Administrative Agent) representing all of the shares of Stock required to be
pledged and such notes representing all of the intercompany Indebtedness
required to be pledged pursuant to the Collateral Documents.

         (e)  FEES. Borrower shall have paid to Administrative Agent, for
distribution (as appropriate) to the Credit Parties, the fees payable on the
Closing Date referred to in SECTION 2.3.

         (f)  DELIVERY OF LEVEL DETERMINATION CERTIFICATE. Borrower shall have
delivered a Level Determination Certificate calculated utilizing the most-recent
financial statements referred to in SECTION 4.3.

         (g)  COMPLETION OF PROCEEDINGS. All corporate and other proceedings
taken or to be taken in connection with the transactions contemplated hereby and
all documents incidental thereto not previously found acceptable by
Administrative Agent, acting on behalf of Lenders, and its counsel shall be
satisfactory in form and substance to Administrative Agent and such counsel, and
Administrative Agent and such counsel shall have received all such counterpart
originals or certified copies of such documents as Administrative Agent may
reasonably request.

         (h)  CONFIRMATION AGREEMENT. Borrower and Guarantors shall have
executed a Confirmation Agreement in the form of EXHIBIT L.

         3.2  CONDITIONS TO ALL LOANS. The obligations of Lenders to make all
Loans on each Funding Date (the initial Loans on the Closing Date) and of
Issuing Bank to issue any LC on each Issuance Date


AMENDED AND RESTATED CREDIT AGREEMENT        41
<PAGE>


(including the initial issuance of an LC, if any, on the Closing Date) are
subject to the following conditions precedent:

         (a) NOTICE OF BORROWING. Administrative Agent, and, in the case of an
LC, Issuing Bank, shall have received, in accordance with the provisions of
SECTION 2.1(c), an originally executed Notice of Borrowing or, in accordance
with the provisions of SECTION 2.1(f)(i), an originally executed LC Request, in
each case signed by the chief executive officer, the chief financial officer,
the treasurer, or secretary of Borrower or by any executive officer of Borrower
designated by any of the above-described officers on behalf of Borrower in a
writing delivered to Administrative Agent.

         (b) REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF AGREEMENTS. The
representations and warranties in SECTION 4 hereof are true, correct, and
complete in all material respects on and as of the Funding Date or the Issuance
Date, as the case may be, to the same extent as though made on and as of that
date (unless such representations and warranties are, by their express terms,
limited to a specific date) and that Borrower shall have performed in all
material respects all agreements and satisfied all conditions which this
Agreement provides shall be performed or satisfied by it on or before such
Funding Date or Issuance Date, except as otherwise disclosed to and agreed to in
writing by Administrative Agent and Requisite Lenders.

         (c) NO DEFAULT. No Potential Default or Event of Default shall have
occurred or be caused by the making of such Loans or the Issuance of any LC.

         (d) NO INJUNCTION OR RESTRAINING ORDER. No order, judgment, or decree
of any Governmental Authority shall purport to enjoin or restrain any Lender
from making the Loans to be made by it or Issuing Bank from issuing the LC to be
issued by it on the Closing Date.

         (e) NO VIOLATION. The making of the Loans requested on such Funding
Date or issuance of the LC requested on such Issuance Date shall not violate any
Legal Requirement, including, without limitation, REGULATION T, REGULATION U, or
REGULATION X of the Board of Governors of the Federal Reserve System.

                                   SECTION 4

                   BORROWER'S REPRESENTATIONS AND WARRANTIES

         In order to induce Lenders to enter into this Agreement and to induce
other Lenders to purchase participations therein, Borrower represents and
warrants to each Lender that the following statements are true, correct, and
complete:

         4.1 ORGANIZATION, POWERS, QUALIFICATION, GOOD STANDING, BUSINESS AND
SUBSIDIARIES.

         (a) ORGANIZATION AND POWERS. Borrower is a corporation duly organized,
validly existing, and in good standing under the laws of the State of Delaware.
Borrower has all requisite corporate power and authority to own and operate its
properties, to carry on its business as now conducted and as proposed to be
conducted, to enter into the Loan Documents, and to carry out the transactions
contemplated thereby.

         (b) QUALIFICATION AND GOOD STANDING. Borrower is qualified to do
business and is in good standing in every jurisdiction where its assets are
located and wherever necessary to carry out its business


AMENDED AND RESTATED CREDIT AGREEMENT        42

<PAGE>


and operations, except in jurisdictions where the failure to be so qualified
or in good standing has not had and will not have a Material Adverse Effect.

         (c) CONDUCT OF BUSINESS. The Companies are engaged only in the
businesses permitted to be engaged in pursuant to SECTION 6.7.

         (d) SUBSIDIARIES. All of the Subsidiaries of Borrower are identified in
SCHEDULE 4.1-1 (as such SCHEDULE 4.1-1 may be supplemented from time to time
pursuant to the provisions of SECTION 5.1(k)). The Stock of each of the
Subsidiaries of Borrower identified in SCHEDULE 4.1-1 (as so supplemented) are
duly authorized, validly issued, fully paid, and nonassessable (except for
mandatory capital calls in respect of Joint Venture interests), as applicable,
and none of Stock constitutes Margin Stock. Each of the Subsidiaries of Borrower
identified in SCHEDULE 4.1-1 (as so supplemented) is a corporation duly
organized, or a general partnership or limited partnership or a limited
liability company duly formed, and is validly existing and is in good standing
under the laws of its respective jurisdiction of incorporation or formation set
forth therein, has all requisite corporate or partnership power and authority to
own and operate its properties and to carry on its business as now conducted and
as proposed to be conducted, and is qualified to do business and is in good
standing in every jurisdiction where its assets are located and wherever
necessary to carry out its business and operations, in each case except where
the failure to be so qualified or in good standing or a lack of such corporate
or partnership power and authority has not had and will not have a Material
Adverse Effect. SCHEDULE 4.1-1 (as so supplemented) correctly sets forth the
ownership interest of Borrower and each of its Subsidiaries in each of the
Subsidiaries of Borrower identified therein.

         (e) SIGNIFICANT SUBSIDIARIES. All of the Significant Subsidiaries of
Borrower are identified in SCHEDULE 4.1-2 (as such SCHEDULE 4.1-2 may be
supplemented from time to time pursuant to the provisions of SECTION 5.1(l)).

         4.2 AUTHORIZATION OF BORROWING, ETC.

         (a) AUTHORIZATION OF BORROWING. The execution, delivery, and
performance of the Loan Documents have been duly authorized by all necessary
corporate action on the part of each Obligor.

         (b) NO CONFLICT. The execution, delivery, and performance by Obligors
of the Loan Documents and the consummation of the transactions contemplated by
the Loan Documents do not and will not (i) except as would not have a Material
Adverse Effect, violate any provision of any Legal Requirement applicable to any
Company, the Constituent Documents of any Company, or any order, judgment, or
decree of any Governmental Authority binding on any Company, (ii) except as
would not have a Material Adverse Effect, conflict with, result in a breach of,
or constitute (with due notice or lapse of time or both) a default under any
Contractual Obligation of any Company, (iii) result in or require the creation
or imposition of any Lien upon any of the properties or assets of any Company
(other than any Liens created under any of the Loan Documents in favor of
Administrative Agent, for the benefit of the Credit Parties), or (iv) require
any approval of stockholders or any approval or consent of any Person under any
Contractual Obligation of any Company, except for such approvals or consents
which will be obtained on or before the Closing Date and disclosed in writing to
Lenders.

         (c) GOVERNMENTAL CONSENTS. The execution, delivery, and performance by
Obligors of the Loan Documents and the consummation of the transactions
contemplated by the Loan Documents do not and


AMENDED AND RESTATED CREDIT AGREEMENT        43
<PAGE>


will not require any registration with, consent or approval of, or notice to,
or other action to, with, or by, any Governmental Authority except for
customary UCC filings.

         (d) BINDING OBLIGATION. Each of the Loan Documents has been duly
executed and delivered by Obligors and is the legally valid and binding
obligation of Obligors, enforceable against Obligors in accordance with its
respective terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium, or similar laws relating to or limiting creditors'
rights generally or by equitable principles relating to enforceability.

         4.3 FINANCIAL CONDITION. Borrower has heretofore delivered to Lenders,
at Lenders' request, the following financial statements and information: (a) the
audited consolidated balance sheet of the Companies as of December 31, 1999,
prepared by a certified public accountant acceptable to Administrative Agent and
the related consolidated statements of income, stockholders' equity, and cash
flows of the Companies for the Fiscal Year then ended, and (b) the unaudited
consolidated balance sheets of the Companies as of September 30, 2000, and the
related unaudited consolidated statements of income, stockholders' equity, and
cash flows of the Companies for the fiscal period then ended. All such
statements were prepared in conformity with GAAP and fairly present the
financial position (on a consolidated and, where applicable, consolidating
basis) of the entities described in such financial statements as of the
respective dates thereof and the results of operations and annual cash flows (on
a consolidated and, where applicable, consolidating basis) of the entities
described therein for each of the periods then ended, subject, in the case of
any such unaudited financial statements, to changes resulting from audit and
normal year-end adjustments and the absence of full footnotes. Quarterly
statements will not reflect audit adjustments. As of the Closing Date, Borrower
does not (and will not following the funding of the Loans) have any Contingent
Obligation, contingent liability, or liability for Taxes, long-term lease, or
unusual forward or long-term commitment that is not reflected in the foregoing
financial statements described in CLAUSES (a) and (b) above or the notes thereto
or in Borrower's periodic reports filed with the Securities and Exchange
Commission and which in any such case is material in relation to the business,
operations, properties, assets, condition (financial or otherwise), or prospects
of any Company.

         4.4 NO MATERIAL ADVERSE CHANGE; NO RESTRICTED JUNIOR PAYMENTS. Since
September 30, 2000, no event or change has occurred that has caused or
evidences, either in any case or in the aggregate, a Material Adverse Effect. No
Company has directly or indirectly declared, ordered, paid, or made, or set
apart any sum or property for, any Restricted Junior Payment or agreed to do so
except as permitted by SECTION 6.3.

         4.5 TITLE TO PROPERTIES; LIENS. The Companies have (a) good,
sufficient, and legal title to (in the case of fee interests in real property),
(b) valid leasehold interests in (in the case of leasehold interests in real or
personal property), or (c) good title to (in the case of all other personal
property), all of their respective properties and assets reflected in the
financial statements referred to in SECTION 4.3 or in the most recent financial
statements delivered pursuant to SECTION 5.1, in each case except for assets
disposed of since the date of such financial statements in the ordinary course
of business or as otherwise permitted under SECTION 6.5. Except as permitted by
this Agreement (including, without limitation, SECTION 6.2), all such properties
and assets are free and clear of any Liens.

         4.6 LITIGATION; ADVERSE FACTS. Except as set forth in SCHEDULE 4.6,
there are no actions, suits, proceedings, arbitrations, or governmental
investigations (whether or not purportedly on behalf of any Company) at law or
in equity or before or by any Governmental Authority, domestic or foreign,
pending or,


AMENDED AND RESTATED CREDIT AGREEMENT        44
<PAGE>


to the knowledge of Borrower, threatened against or affecting any Company or
any property of any Company that, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect. No Company is (a)
in violation of any applicable Legal Requirements that, individually or in
the aggregate, could reasonably be expected to have a Material Adverse
Effect, or (b) subject to or in default with respect to any final judgments,
writs, injunctions, decrees, rules, or regulations of any Governmental
Authority, domestic or foreign, that, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.

         4.7 PAYMENT OF TAXES. Except to the extent permitted by SECTION 5.3,
all tax returns and reports of the Companies required to be filed by any of them
have been timely filed, and all Taxes, assessments, fees, and other governmental
charges upon the Companies and upon their respective properties, assets, income,
businesses, and franchises which are due and payable have been paid when due and
payable, and Borrower knows of no proposed tax assessment against any Company,
in each case which is not being actively contested by such Company in good faith
and by appropriate proceedings and in which reserves or other appropriate
provisions, if any, as shall be required in conformity with GAAP, have been made
or provided therefor.

         4.8 PERFORMANCE OF AGREEMENTS; MATERIALLY ADVERSE AGREEMENTS.

         (a) No Company is in default in the performance, observance, or
fulfillment of any of the obligations, covenants, or conditions contained in any
of its Contractual Obligations, and no condition or event exists that, with the
giving of notice or the lapse of time or both, would constitute such a default,
except where the consequences, direct or indirect, of such default or defaults,
if any, would not have a Material Adverse Effect.

         (b) No Company is a party to or is otherwise subject to any agreements
or instruments or any charter or other internal restrictions which, individually
or in the aggregate, could reasonably be expected to have a Material Adverse
Effect.

         4.9 GOVERNMENTAL REGULATION. No Company is subject to regulation under
the PUBLIC UTILITY HOLDING COMPANY ACT OF 1935, the FEDERAL POWER ACT, or the
INVESTMENT COMPANY ACT OF 1940 or under any other Legal Requirement which may
limit its ability to incur Indebtedness or which may otherwise render all or any
portion of the Obligations unenforceable.

         4.10 SECURITIES ACTIVITIES. No Company is engaged principally, or as
one of its important activities, in the business of extending credit for the
purpose of purchasing or carrying any Margin Stock.

         4.11 EMPLOYEE BENEFIT PLANS.

         (a) Borrower and each of its ERISA Affiliates are in compliance in all
material respects with all applicable provisions and requirements of ERISA and
the regulations and published interpretations thereunder with respect to each
Employee Benefit Plan, and have performed all of their obligations in all
material respects under each Employee Benefit Plan.

         (b) No ERISA Event has occurred or is reasonably expected to occur.


AMENDED AND RESTATED CREDIT AGREEMENT        45
<PAGE>


         (c) Except to the extent required under SECTION 4980B of the Internal
Revenue Code or state law conversion right or except as set forth in SCHEDULE
4.11, no Employee Benefit Plan provides health or welfare benefits (through the
purchase of insurance or otherwise) for any retired or former employees of
Borrower or any of its ERISA Affiliates.

         (d) As of the most recent valuation date for any Pension Plan, the
amount of unfunded benefit liabilities (as defined in SECTION 4001(a)(18) of
ERISA), individually or in the aggregate for all Pension Plans (excluding for
purposes of such computation any Pension Plans with respect to which assets
exceed benefit liabilities), does not exceed $1,000,000.

         4.12 CERTAIN FEES. Except for fees payable pursuant to any fee letter
between Borrower and Administrative Agent, no broker's or finder's fee or
commission will be payable with respect to this Agreement, the other Loan
Documents, or any of the transactions contemplated hereby, and Borrower hereby
indemnities the Credit Parties against, and agrees that it will hold the Credit
Parties harmless from, any claim, demand, or liability for any such broker's or
finder's fees alleged to have been incurred in connection herewith or therewith
and any expenses (including reasonable fees, expenses, and disbursements of
counsel) arising in connection with any such claim, demand, or liability.

         4.13 ENVIRONMENTAL PROTECTION. Except as set forth in SCHEDULE 4.13:
(a) To the best of Borrower's knowledge, the operations of each Company
(including, without limitation, all operations and conditions at or in any Real
Estate Investment) comply with all Environmental Laws except to the extent a
failure to comply could not reasonably be expected to have a Material Adverse
Effect;

         (b) None of the operations of any Company is subject to any judicial or
administrative proceeding alleging the violation of or liability under any
Environmental Laws which, if adversely determined, could reasonably be expected
to have a Material Adverse Effect; and

         (c) No Company nor any of its Real Estate Investments or operations are
subject to any outstanding written order or agreement with any Governmental
Authority or private party relating to (i) administrative or judicial
proceedings relating to the violation by such Company of any Environmental Laws,
or (ii) any Environmental Claims, in each case which could reasonably be
expected to have a Material Adverse Effect.

         4.14 EMPLOYEE MATTERS. There is no strike or work stoppage in existence
or threatened involving any Company that could reasonably be expected to have a
Material Adverse Effect.

         4.15 SOLVENCY. Borrower and each of its Significant Subsidiaries are
and, upon the incurrence of any Obligations by Borrower on any date on which
this representation is made, will be, Solvent.

         4.16 DISCLOSURE. No representation or warranty of any Company contained
in any Loan Document or in any other document, certificate, or written statement
furnished to the Credit Parties by or on behalf of any Company for use in
connection with the transactions contemplated by this Agreement contains any
untrue statement of a material fact or omits to state a material fact (known to
Borrower, in the case of any document not furnished by it) necessary in order to
make the statements contained herein or therein not misleading in light of the
circumstances in which the same were made. Any projections and pro forma


AMENDED AND RESTATED CREDIT AGREEMENT        46
<PAGE>


financial information contained in such materials are based upon good faith
estimates and assumptions believed by Borrower to be reasonable at the time
made, it being recognized by the Credit Parties that such projections as to
future events are not to be viewed as facts and that actual results during the
period or periods covered by any such projections may differ from the projected
results. There are no facts known (or which should upon the reasonable exercise
of diligence be known) to Borrower (other than matters of a general economic
nature) that, individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect and that have not been disclosed herein or in
such other documents, certificates and statements furnished to the Credit
Parties for use in connection with the transactions contemplated hereby.

         4.17 SECURITY INTERESTS. The Liens granted to Administrative Agent, for
the benefit of the Credit Parties, by the Obligors pursuant to the Collateral
Documents are perfected, first priority Liens (except for Permitted
Encumbrances) in the Collateral described therein, including the proceeds and
products thereof.

                                   SECTION 5

                        BORROWER'S AFFIRMATIVE COVENANTS

         Borrower covenants and agrees that, so long as any of the Commitments
hereunder shall remain in effect and until payment in full of all of the Loans
and the other Obligations, unless Requisite Lenders shall otherwise give prior
written consent, Borrower shall, and shall cause each of its Subsidiaries to,
perform all of the covenants in this SECTION 5.

         5.1 FINANCIAL STATEMENTS AND OTHER REPORTS. Borrower shall, and shall
cause each of its Subsidiaries to, maintain a system of accounting established
and administered in accordance with sound business practices sufficient to
permit preparation of financial statements in conformity with GAAP. Borrower
shall deliver to Administrative Agent and Lenders:

         (a) QUARTERLY FINANCIALS. As soon as available and in any event within
forty-five (45) days after the end of each Fiscal Quarter, with respect to the
Companies (i) the consolidated balance sheets thereof as of the end of such
Fiscal Quarter and the related consolidated statements of income, stockholders'
equity, and cash flows thereof for such Fiscal Quarter and for the period from
the beginning of the then current Fiscal Year to the end of such Fiscal Quarter,
setting forth in each case in comparative form the corresponding figures for the
corresponding periods of the previous Fiscal Year and the corresponding figures
from the financial plan for the current Fiscal Year, all in reasonable detail
and certified by the chief financial officer of Borrower that they fairly
present the financial condition of the Companies, as of the dates indicated and
the results of their operations and their cash flows for the periods indicated,
subject to changes resulting from audit and normal year-end adjustments, and
(ii) a narrative report describing the operations thereof in the form prepared
for presentation to senior management for such Fiscal Quarter and for the period
from the beginning of the then current Fiscal Year to the end of such Fiscal
Quarter;

         (b) YEAR-END FINANCIALS. As soon as available and in any event within
ninety (90) days after the end of each Fiscal Year, with respect to the
Companies, (i) the consolidated and consolidating balance sheets thereof as of
the end of such Fiscal Year and the related consolidated and consolidating
statements of income, stockholders' equity, and cash flows thereof for such
Fiscal Year, setting forth in each case in comparative form the corresponding
figures for the previous Fiscal Year, all in reasonable detail and certified by
the chief financial officer of Borrower that they fairly present the financial
condition of the Companies and as of the dates indicated and the results of
their operations and their cash flows for the periods indicated,


AMENDED AND RESTATED CREDIT AGREEMENT        47
<PAGE>


(ii) a narrative report describing the operations thereof in the form
prepared for presentation to senior management for such Fiscal Year, and
(iii) in the case of such consolidated financial statements, a report thereon
of Ernst & Young LLP or other independent certified public accountants of
recognized national standing selected by Borrower which report shall be
unqualified, shall express no doubts about the ability of the Companies to
continue as a going concern, and shall state that such consolidated financial
statements fairly present, in all material respects, the consolidated
financial position of the Companies, as of the dates indicated and the
results of their operations and their cash flows for the periods indicated,
in conformity with GAAP (except as otherwise disclosed in such financial
statements) and that the audit by such accountants in connection with such
consolidated financial statements has been made in accordance with generally
accepted auditing standards;

         (c) OFFICERS' AND COMPLIANCE CERTIFICATES. Together with each delivery
of financial statements of the Companies pursuant to SECTIONS 5.1(a) and 5.1(b),
(i) an Officers' Certificate of Borrower stating that the signers have reviewed
the terms of this Agreement and have made, or caused to be made under their
supervision, a review in reasonable detail of the transactions and condition of
the Companies during the accounting period covered by such financial statements
and that such review has not disclosed the existence during or at the end of
such accounting period, and that the signers do not have knowledge of the
existence as of the date of such Officers' Certificate, of any condition or
event that constitutes a Potential Default or Event of Default, or, if any such
condition or event existed or exists, specifying the nature and period of
existence thereof and what action Borrower has taken, is taking, and proposes to
take with respect thereto, and (ii) a Compliance Certificate demonstrating in
reasonable detail compliance during and at the end of the applicable accounting
periods with the restrictions contained in SECTIONS 5.11, 6.3, and 6.4;

         (d) ACCOUNTANTS' CERTIFICATION. Together with each delivery of
consolidated financial statements of the Companies pursuant to SECTION 5.1(b), a
written statement by the independent certified public accountants giving the
report thereon (i) stating that their audit has included a review of the terms
of this Agreement and the other Loan Documents as they relate to accounting
matters, (ii) stating whether, in connection with their audit, any condition or
event that constitutes a Potential Default or an Event of Default has come to
their attention and, if such a condition or event has come to their attention,
specifying the nature and period of existence thereof (PROVIDED THAT such
accountants shall not be liable by reason of any failure to obtain knowledge of
any such Potential Default or Event of Default that would not be disclosed in
the course of their audit), and (iii) stating that based on their audit nothing
has come to their attention that causes them to believe either or both that the
information contained in the certificates delivered therewith pursuant to
SECTION 5.1(c)(i) is not correct or that the matters set forth in the Compliance
Certificates delivered therewith pursuant to SECTION 5.1(c)(ii) for the
applicable Fiscal Year are not stated in accordance with the terms of this
Agreement;

         (e) ACCOUNTANTS' REPORTS. Promptly upon receipt thereof (unless
restricted by applicable professional standards), copies of all reports
submitted to Borrower by independent certified public accountants in connection
with each annual, interim, or special audit of the financial statements of the
Companies made by such accountants, including, without limitation, any comment
letter submitted by such accountants to management in connection with their
annual audit;

         (f) EVENTS OF DEFAULT, ETC. Promptly upon any officer of Borrower
obtaining knowledge (i) of any condition or event that constitutes a Potential
Default or an Event of Default, or becoming aware that any Lender has given any
notice (other than to Administrative Agent) or taken any other action with
respect to a claimed Potential Default or Event of Default, (ii) that any Person
has given any notice to any Company


AMENDED AND RESTATED CREDIT AGREEMENT        48
<PAGE>


or taken any other action with respect to a claimed default or event or
condition of the type referred to in SECTION 7.2, (iii) of the occurrence of
any event or change that has caused or evidences, either in any case or in
the aggregate, a Material Adverse Effect, an Officers' Certificate specifying
the nature and period of existence of such condition, event, or change, or
specifying the notice given or action taken by any such Person and the nature
of such claimed Potential Default, Event of Default, default, event, or
condition, and what action Borrower has taken, is taking, and proposes to
take with respect thereto;

         (g) LITIGATION OR OTHER PROCEEDINGS. Promptly upon any officer of
Borrower obtaining knowledge of (i) the institution of, or non-frivolous threat
of, any action, suit, proceeding (whether administrative, judicial or
otherwise), governmental investigation, or arbitration against or affecting any
Company or any property of any Company (collectively, "PROCEEDINGS") not
previously disclosed in writing by Borrower to Lenders, or (ii) any material
development in any Proceeding that, in any case:

                  (A) if adversely determined, could reasonably be expected to
         have a Material Adverse Effect; or

                  (B) seeks to enjoin or otherwise prevent the consummation of,
         or to recover any damages or obtain relief as a result of, the
         transactions contemplated hereby;

written notice thereof together with such other information as may be
reasonably available to Borrower to enable Lenders and their counsel to
evaluate such matters, and promptly after request by Administrative Agent,
such other information as may be reasonably requested by Administrative Agent
to enable Administrative Agent and its counsel to evaluate any of such
Proceedings;

         (h) ERISA EVENTS. Promptly upon becoming aware of the occurrence of or
forthcoming occurrence of any ERISA Event, a written notice specifying the
nature thereof, what action Borrower or any of its ERISA Affiliates has taken,
is taking, or proposes to take with respect thereto, and, when known, any action
taken or threatened by the Internal Revenue Service, the Department of Labor, or
the PBGC with respect thereto;

         (i) ERISA NOTICES. With reasonable promptness, copies of: (i) each
Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed
by Borrower or any of its ERISA Affiliates with the Internal Revenue Service
with respect to each Pension Plan; (ii) all notices received by Borrower or any
of its ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA
Event; and (iii) such other documents or governmental reports or filings
relating to any Employee Benefit Plan as Administrative Agent shall reasonably
request;

         (j) LEVEL DETERMINATION CERTIFICATE. Not later than concurrently with
the delivery of the financial statements required under SECTIONS 5.1(a) and
5.1(b), a Level Determination Certificate relating to the Fiscal Quarter most
recently ended;

         (k) SUBSIDIARIES. Not later than concurrently with the delivery of the
financial statements required under SECTION 5.1(a), a written notice setting
forth with respect to each Person becoming a Subsidiary of Borrower (other than
a Significant Subsidiary) (i) the date on which such Person became a Subsidiary
of Borrower, and (ii) all of the data required to be set forth in SCHEDULE 4.1-1
with respect to all Subsidiaries of Borrower (it being understood that such
written notice shall be deemed to supplement SCHEDULE 4.1-1 for all purposes of
this Agreement);


AMENDED AND RESTATED CREDIT AGREEMENT        49
<PAGE>


         (l) SIGNIFICANT SUBSIDIARIES. Promptly upon any Person becoming a
Significant Subsidiary of Borrower, a written notice setting forth with respect
to such Person (i) the date on which such Person became a Significant Subsidiary
of Borrower, and (ii) all of the data required to be set forth in SCHEDULE 4.1-2
with respect to all Significant Subsidiaries of Borrower (it being understood
that such written notice shall be deemed to supplement SCHEDULE 4.1-2 for all
purposes of this Agreement);

         (m) PRESS RELEASES; SEC REPORTING. Promptly upon its becoming
available, each press release and each regular or periodic report, any
registration statement or prospectus in respect thereof filed by Borrower with,
or received by Borrower in connection therewith from, any securities exchange or
the Securities and Exchange Commission, or any successor agency thereof,
including, without limitation, each FORM 10-K, 10-Q, and S-8 filed with the
Securities and Exchange Commission;

         (n) SHAREHOLDER REPORTS. Promptly after the mailing or delivery
thereof, copies of all material reports or other information from Borrower to
its shareholders; and

         (o) OTHER INFORMATION. Promptly upon the reasonable request by
Administrative Agent or any Lender, such other information and data with respect
to the business, affairs, assets, or liabilities of any Company.

         5.2 CORPORATE EXISTENCE, ETC. Except as permitted under SECTION 6.5,
Borrower shall, and shall cause each of its Significant Subsidiaries to, at all
times preserve and keep in full force and effect its corporate, partnership, or
limited liability company existence and all rights and franchises material to
its business.

         5.3 PAYMENT OF TAXES AND CLAIMS; TAX CONSOLIDATION.

         (a) Borrower shall, and shall cause each of its Significant
Subsidiaries to, pay all Taxes, assessments, and other governmental charges
imposed upon it or any of its properties or assets or in respect of any of its
income, businesses, or franchises before any penalty accrues thereon, and all
claims (including, without limitation, claims for labor, services, materials,
and supplies) for sums that have become due and payable and that by law have or
may become a Lien upon any of its properties or assets, prior to the time when
any penalty or fine shall be incurred with respect thereto; PROVIDED THAT no
such charge or claim need be paid if being contested in good faith by
appropriate proceedings promptly instituted and diligently conducted and if such
reserve or other appropriate provision, if any, as shall be required in
conformity with GAAP shall have been made therefor.

         (b) Borrower shall not, nor shall it permit any of its Significant
Subsidiaries to, file or consent to the filing of any consolidated income tax
return with any Person (other than any Company).

         5.4 MAINTENANCE OF PROPERTIES; INSURANCE. Borrower shall, and shall
cause each of its Significant Subsidiaries to, maintain or cause to be
maintained in good repair, working order, and condition, ordinary wear and tear
excepted, all material properties used in the business of the Companies
(including, without limitation, all patents, trademarks, tradenames (including,
without limitation, rights in the name "TRAMMELL CROW"), copyrights, technology,
know-how, and processes used in or necessary for the conduct of the business of
the Companies as currently conducted that are material to the condition
(financial or otherwise), business, or operations of the Companies, taken as a
whole) and from time to time will make or cause to be made all appropriate
repairs, renewals, and replacements thereof. Borrower shall, and shall cause


AMENDED AND RESTATED CREDIT AGREEMENT        50
<PAGE>


each of its Significant Subsidiaries to, maintain or cause to be maintained,
with financially sound and reputable insurers, insurance with respect to its
properties and business against loss or damage of the kinds customarily carried
or maintained under similar circumstances by Persons of established reputation
engaged in similar businesses.

         5.5 INSPECTION; LENDER MEETING. Borrower shall, and shall cause each of
its Subsidiaries to, permit any authorized representatives designated by any
Lender to visit and inspect any of the properties of any Company, including its
and their financial and accounting records, and to make copies and take extracts
therefrom, and to discuss its and their affairs, finances, and accounts with its
and their officers and independent public accountants (PROVIDED THAT Borrower
may, if it so chooses, be present at or participate in any such discussion), all
upon reasonable notice and at such reasonable times during normal business hours
and as often as may be reasonably requested. Without in any way limiting the
foregoing, Borrower shall, upon the request of Administrative Agent or Requisite
Lenders, participate in a meeting of Administrative Agent and Lenders once
during each Fiscal Year to be held at Borrower's corporate offices (or such
other location as may be agreed to by Borrower and Administrative Agent) at such
time as may be agreed to by Borrower and Administrative Agent.

         5.6 COMPLIANCE WITH LAWS ETC. Borrower shall, and shall cause each of
its Subsidiaries to, comply with all applicable Legal Requirements of any
Governmental Authority, non-compliance with which could reasonably be expected
to have a Material Adverse Effect.

         5.7 ENVIRONMENTAL DISCLOSURE AND INSPECTION.

         (a) Borrower shall, and shall cause each of its Subsidiaries to,
exercise all due diligence to comply and cause (i) all tenants under any leases
or occupancy agreements affecting any portion of any Real Estate Investment, and
(ii) all other Persons on or occupying such property, to comply with all
Environmental Laws except to the extent that failure to comply could not
reasonably be expected to have a Material Adverse Effect.

         (b) Borrower shall promptly advise Lenders in writing and in reasonable
detail of (i) any remedial action taken by Borrower or any other Person in
response to (A) any Hazardous Materials on, under, or about any Real Estate
Investment, the existence of which has a reasonable possibility of resulting in
an Environmental Claim having a Material Adverse Effect, or (B) any
Environmental Claim that could have a Material Adverse Effect, and (ii) any
request for information from any Governmental Authority that suggests such
Governmental Authority is investigating whether any Company may be potentially
responsible for a Release of Hazardous Materials.

         (c) Borrower shall promptly notify Lenders of (i) any proposed
acquisition of Stock, assets, or property by any Company that could reasonably
be expected to expose any Company to, or result in, Environmental Claims that
could have a Material Adverse Effect or that could reasonably be expected to
have a material adverse effect on any Governmental Authorization then held by
any Company, and (ii) any proposed action to be taken by any Company to commence
manufacturing, industrial, or other operations (other than the construction or
renovation of Real Estate Investments in the ordinary course of business) that
could reasonably be expected to subject any Company to additional Legal
Requirements, including, without limitation, Legal Requirements requiring
additional environmental Governmental Authorizations.


AMENDED AND RESTATED CREDIT AGREEMENT        51
<PAGE>


         (d) Borrower shall, at its own expense, provide copies of such
documents or information as Administrative Agent may reasonably request in
relation to any matters disclosed pursuant to this SECTION 5.7.

         5.8 BORROWER'S REMEDIAL ACTION REGARDING HAZARDOUS MATERIALS. Borrower
shall, and shall cause each of its Subsidiaries to, promptly take any and all
necessary remedial action in connection with the presence, storage, use,
disposal, transportation, or Release of any Hazardous Materials on, under, or
about any Real Estate Investment in order to comply with all applicable
Environmental Laws and Governmental Authorizations except (a) when, and only to
the extent that, such Company's liability for such presence, storage, use,
disposal, transportation, or Release of any Hazardous Materials is being
contested in good faith by such Company, or (b) when the failure to take such
action could not reasonably be expected to have a Material Adverse Effect. In
the event any Company undertakes any remedial action with respect to any
Hazardous Materials on, under, or about any Real Estate Investment, such Company
shall conduct and complete such remedial action in compliance with all
applicable Environmental Laws, and in accordance with the policies, orders, and
directives of all Governmental Authorities except when, and only to the extent
that, such Company's liability for such presence, storage, use, disposal,
transportation, or Release of any Hazardous Materials is being contested in good
faith by such Company.

         5.9 COLLATERAL DOCUMENTS; FURTHER ASSURANCES. Borrower from time to
time shall or shall cause Borrower's Subsidiaries to execute, deliver, and file
all such notices, statements, and other documents and take such other steps,
including but not limited to the amendment of the Collateral Documents and any
financing statements prepared thereunder, as may be reasonably necessary or
advisable, or that Administrative Agent may reasonably request, to render fully
valid and enforceable under all applicable laws, the rights, liens, and
priorities of Administrative Agent, for the benefit of the Credit Parties, with
respect to all security from time to time furnished under this Agreement or the
Collateral Documents or intended to be so furnished in each case in such form
and at such times as shall be reasonably satisfactory to Administrative Agent.

         5.10 NEW SUBSIDIARIES. Borrower shall notify Lenders promptly if it or
any of its wholly-owned Subsidiaries hereafter acquires or forms a new
Significant Subsidiary and shall pledge or cause to be pledged all of the Stock
in each such Significant Subsidiary (if wholly-owned by Borrower, any Subsidiary
of Borrower, or any combination thereof) pursuant to the Borrower Pledge
Agreement or the Subsidiary Pledge Agreement. Borrower shall also cause each
such Significant Subsidiary to guaranty the Obligations pursuant to the
Subsidiary Guaranty or other documentation in form and substance satisfactory to
Administrative Agent.

         5.11 INTEREST RATE AGREEMENTS. Borrower shall cause each $5,000,000
increment of the Companies' Indebtedness in excess of $50,000,000 to be subject
to one or more Interest Rate Agreements with a Lender or other Person reasonably
acceptable to Administrative Agent, assuring that the net interest cost on such
Indebtedness is fixed, capped, or hedged, in form and substance acceptable to
Administrative Agent.


AMENDED AND RESTATED CREDIT AGREEMENT        52

<PAGE>

                                   SECTION 6

                         BORROWER'S NEGATIVE COVENANTS

         Borrower covenants and agrees that, so long as any of the Commitments
hereunder shall remain in effect and until payment in full of all of the Loans
and the other Obligations, unless Requisite Lenders shall otherwise give prior
written consent, Borrower shall, and shall cause each of its Subsidiaries to,
perform all covenants in this SECTION 6.

         6.1      LIENS AND RELATED MATTERS.

         (a)      NO FURTHER NEGATIVE PLEDGES. Except with respect to specific
property encumbered to secure payment of particular Indebtedness or to be sold
pursuant to an executed agreement with respect to an asset sale, Borrower shall
not, and shall not permit any of its Significant Subsidiaries to, enter into
any agreement prohibiting the creation or assumption of any Lien upon any of
its properties or assets, whether now owned or hereafter acquired.

         (b)      NO RESTRICTIONS ON SUBSIDIARY DISTRIBUTIONS TO BORROWER OR
OTHER SUBSIDIARIES. Borrower shall not, and shall not permit any of its
Significant Subsidiaries to, create or otherwise cause or suffer to exist or
become effective any consensual encumbrance or restriction of any kind on the
ability of any such Significant Subsidiary to (i) pay dividends or make any
other distributions on any of such Significant Subsidiary's Stock owned by any
Company, (ii) repay or prepay any Indebtedness owed by such Significant
Subsidiary to any Company, (iii) make loans or advances to any Company, or (iv)
transfer any of its property or assets to any Company.

         (c)      INTERNATIONAL SUBSIDIARIES. Borrower shall not, and shall not
permit any other Company to, grant, create, or permit to exist any Lien on the
Stock of any International Subsidiary other than Liens securing Indebtedness of
International Subsidiaries permitted by SECTION 6.5(b).

         6.2      INVESTMENTS; JOINT VENTURES. Borrower shall not, and shall
not permit any of its Subsidiaries to, directly or indirectly, make any
Investment in any Person, including any Joint Venture or Unconsolidated Entity,
except:

         (a)      the Companies may make Investments in Cash Equivalents;

         (b)      the Companies may make Investments in Subsidiaries (i)
existing on the Closing Date, (ii) acquired pursuant to a Permitted
Acquisition, or (iii) formed by a Company, PROVIDED THAT such Company complies
with SECTION 5.10, if applicable;

         (c)      the Companies may make Investments in Unconsolidated Entities
not constituting Real Estate Investments in an aggregate amount not exceeding
$5,000,000 at any time outstanding;

         (d)      the Companies may make Real Estate Investments;

         (e)      the Companies may make other Investments (in addition to
those contemplated by the other clauses of this SECTION 6.2) SO LONG AS, at the
time each such Investment is made, the ratio of (i) the aggregate amount of all
such other Investments then outstanding (including the Investment to be made)
to (ii) Gross


AMENDED AND RESTATED CREDIT AGREEMENT      53

<PAGE>

EBITDA for the four (4) most recent Fiscal Quarters for which Borrower has
provided the financial statements required by SECTION 5.1(a) or 5.1(b), as the
case may be, does not exceed 1.0 to 1.0; and

         (f)      the Companies may make loans and advances to employees for
moving, entertainment, and travel expenses, drawing accounts, and similar
expenditures in the ordinary course of business in an aggregate amount not
exceeding $10,000,000 at any time outstanding.

         6.3      RESTRICTED JUNIOR PAYMENTS. Borrower shall not, and shall not
permit any of its Subsidiaries to, directly or indirectly, declare, order, pay,
make, or set apart any sum for any Restricted Junior Payment, except for (a)
Permitted Distributions, SO LONG AS no Event of Default exists or would result
therefrom, and (b) Permitted Redemptions, SO LONG AS no Event of Default exists
or would result therefrom.

         6.4      FINANCIAL COVENANTS.

         (a)      MINIMUM INTEREST COVERAGE RATIO. Borrower shall not permit
the Interest Coverage Ratio, as of the last day of any Fiscal Quarter, to be
less than 3.0 to 1.0.

         (b)      MINIMUM FIXED CHARGE COVERAGE RATIO. Borrower shall not
permit the Fixed Charge Coverage Ratio, as of the last day of any Fiscal
Quarter, to be less than 1.75 to 1.0.

         (c)      MINIMUM NET WORTH. Borrower shall not permit Net Worth, as of
the last day of any Fiscal Quarter to be less than Minimum Net Worth.

         (d)      MINIMUM REVENUES. Borrower shall not permit Total Revenues
for any Fiscal Quarter to be less than $100,000,000.

         (e)      MINIMUM LIQUIDITY. Borrower shall not permit Liquid Assets,
as of any date, to be less than $15,000,000.

         (f)      CURRENT RATIO. Borrower shall not permit the ratio of Current
Assets to Current Liabilities, as of any date, to be less than 1.10 to 1.0.

         (g)      MAXIMUM TOTAL LEVERAGE RATIO. Borrower shall not permit the
Total Leverage Ratio, as of the last day of any Fiscal Quarter during the
following periods, to exceed the ratio set forth opposite such periods below:


<TABLE>
<CAPTION>

         ----------------------------------------------------------------
                        PERIOD                                RATIO
         ================================================================
         <S>                                               <C>
            Closing Date through December 31, 2001         3.50 to 1.0
         ----------------------------------------------------------------
            January 1, 2002 and thereafter                 3.25 to 1.0
         ----------------------------------------------------------------

</TABLE>

         (h)      MAXIMUM INVESTMENT IN REAL ESTATE INVESTMENTS. Borrower shall
not permit the ratio of (i) the amount of Real Estate Investments as of the
last day of any Fiscal Quarter, to (ii) Gross EBITDA for the four (4) Fiscal
Quarters ending on the last day of such Fiscal Quarter, to be greater than 2.0
to 1.0. For purposes hereof, the amount of Real Estate Investments shall be
calculated as THE SUM OF (A) the amount


AMENDED AND RESTATED CREDIT AGREEMENT      54

<PAGE>

of the Companies' Share of Real Estate Investments (other than Stock of Joint
Ventures or Unconsolidated Entities) owned by the Companies, and (B) the amount
of the Companies' Investments in Stock of Joint Ventures and Unconsolidated
Entities that own Real Estate Investments.

         6.5      RECOURSE OBLIGATIONS.

         (a)      Borrower shall not permit the Companies, individually or on a
consolidated basis, to incur, guaranty, or otherwise be or become, directly or
indirectly, liable in respect of any Recourse Obligations other than Permitted
Recourse Obligations.

         (b)      Borrower shall not permit any Company (other than Borrower
and Mortgaged Real Estate Subsidiaries) that is not a Guarantor to incur,
guaranty, or otherwise be or become, directly or indirectly, liable in respect
of any Indebtedness other than (i) Non-Recourse Obligations, and (ii)
Indebtedness of International Subsidiaries otherwise permitted pursuant to the
terms of this Agreement not to exceed $10,000,000 in the aggregate at any time
outstanding. For purposes of this SECTION 6.5(b), Non-Recourse Obligations of a
Company (other than Borrower) shall be deemed to be Non-Recourse Obligations of
such Company notwithstanding the fact that Borrower has guaranteed such
Non-Recourse Obligations.

         6.6      RESTRICTION ON FUNDAMENTAL CHANGES, ASSET SALES, AND
ACQUISITIONS. Borrower shall not, and shall not permit any of its Subsidiaries
to, enter into any transaction of merger or consolidation, or liquidate,
wind-up, or dissolve itself (or suffer any liquidation or dissolution), or
convey, sell, lease, sub-lease, transfer, or otherwise dispose of, in one
transaction or a series of transactions, all or any part of its business,
property, or fixed assets, whether now owned or hereafter acquired, or acquire
by purchase or otherwise all or substantially all the business, property, or
fixed assets of, or Stock of, any Person or any division or line of business of
any Person, except that:

         (a)      any Subsidiary of Borrower may be merged with or into
Borrower or any wholly-owned Subsidiary of Borrower, or be liquidated, wound up
or dissolved, or all or any part of its business, property, or assets may be
conveyed, sold, leased, transferred, or otherwise disposed of, in one
transaction or a series of transactions, to Borrower or any wholly-owned
Subsidiary of Borrower; PROVIDED THAT, in the case of such a merger, Borrower
or such wholly-owned Subsidiary shall be the continuing or surviving
corporation;

         (b)      Borrower may merge with or into another Person SO LONG AS no
Default or Event of Default exists or would result therefrom AND SO LONG AS
Borrower shall be the continuing or surviving corporation;

         (c)      the Companies may sell or otherwise dispose of (i) assets
that are obsolete or no longer used or usable in the Companies' business, (ii)
the Stock or assets of any Subsidiary that is not a Significant Subsidiary,
(iii) Stock of any Person that does not constitute a Subsidiary, and (iv) other
assets SO LONG AS, in the case of sales of assets under this CLAUSE (iv), the
aggregate consideration during any period of four (4) consecutive Fiscal
Quarters (A) for any single sale or disposition (or series of related sales or
dispositions) does not exceed five percent (5%) of Gross EBITDA for such four
(4) Fiscal Quarters, and (B) for all such sales or dispositions does not exceed
ten percent (10%) of Gross EBITDA for such four (4) Fiscal Quarters; PROVIDED
THAT the consideration received for all such assets shall be in an amount at
least equal to the fair market value thereof;

         (d)      the Companies may sell or otherwise dispose of their Real
Estate Investments;



AMENDED AND RESTATED CREDIT AGREEMENT      55

<PAGE>

         (e)      the Companies may make Investments permitted by SECTION 6.2;
and

         (f)      the Companies may make Permitted Acquisitions.

         6.7      TRANSACTIONS WITH SHAREHOLDERS AND AFFILIATES. Borrower shall
not, and shall not permit any of its Subsidiaries to, directly or indirectly,
enter into or permit to exist any transaction (including, without limitation,
the purchase, sale, lease, or exchange of any property or the rendering of any
service) with any holder of five percent (5%) or more of any class of equity
Stock of Borrower or with any Affiliate of Borrower or of any such holder, on
terms that are less favorable to such Company than those that might be obtained
at the time from Persons who are not such a holder or Affiliate; PROVIDED THAT
the foregoing restriction shall not apply to (a) any transaction between
Borrower and any of its wholly-owned Subsidiaries or between any of its
wholly-owned Subsidiaries, (b) reasonable and customary fees paid to members of
the Boards of Directors of the Companies, (c) Restricted Junior Payments
permitted by SECTION 6.3, and (d) arrangements described on SCHEDULE 6.6.

         6.8      CONDUCT OF BUSINESS. Borrower shall not, and shall not permit
any of its Subsidiaries to, engage in any business other than (a) the
businesses engaged in by the Companies on the Closing Date and similar or
related businesses, and (b) such other lines of business as may be consented to
by Requisite Lenders, such consent not to be unreasonably withheld.

                                   SECTION 7

                               EVENTS OF DEFAULT

         If any of the following conditions or events ("EVENTS OF DEFAULT")
shall occur:

         7.1      FAILURE TO MAKE PAYMENT. Failure by Borrower to pay any
installment of, or principal of, any Loan when due, whether at stated maturity,
by acceleration, by notice of voluntary prepayment, by mandatory prepayment, or
otherwise; or failure by Borrower to pay any interest on any Loan or any fee or
any other amount due under this Agreement within five (5) days after the date
due; or

         7.2      DEFAULT IN OTHER AGREEMENTS.

         (a)      Failure of Borrower or any Significant Subsidiary to pay when
due any principal of or interest on any Indebtedness (other than the
Obligations and Non-Recourse Obligations) or any Contingent Obligation, in each
case in an individual principal amount of $5,000,000 or more or in an aggregate
principal amount of $10,000,000 or more, and in each case beyond the end of any
grace period provided therefor; or

         (b)      Breach or default by Borrower or any Significant Subsidiary
beyond the end of any grace period provided therefor with respect to any other
material term of (i) any evidence of any Indebtedness (other than the
Obligations and Non-Recourse Obligations) or any Contingent Obligation, in each
case in an individual principal amount of $5,000,000 or more or in an aggregate
principal amount of $10,000,000 or more, or (ii) any loan agreement, mortgage,
indenture, or other agreement relating to such Indebtedness or Contingent
Obligations, if the effect of such breach or default is to cause, or to permit
the holder or holders of such Indebtedness or Contingent Obligations (or a
trustee on behalf of such holder or holders) to cause, such Indebtedness or
Contingent Obligations to become or be declared due and payable prior to its
stated



AMENDED AND RESTATED CREDIT AGREEMENT      56

<PAGE>

maturity or the stated maturity of any underlying obligation, as the case may be
(upon the giving or receiving of notice, lapse of time, both, or otherwise); or

         7.3      BREACH OF CERTAIN COVENANTS. Failure of any Company to
perform or comply with any term or condition contained in SECTIONS 2.5, 5.1, or
5.2 or SECTION 6; or

         7.4      BREACH OF WARRANTY. Any representation, warranty,
certification, or other statement made by any Company in any Loan Document or
in any statement or certificate at any time given by any Company in writing
pursuant hereto or thereto or in connection herewith or therewith shall be
false in any material respect on the date as of which made; or

         7.5      OTHER DEFAULTS UNDER LOAN DOCUMENTS. Any Company shall
default in the performance of or compliance with any term contained in this
Agreement or any of the other Loan Documents, other than any such term referred
to in any other section of this SECTION 7.5 and such default shall not have
been remedied or waived within thirty (30) days after the earlier of an officer
of Borrower becoming aware of such default, or receipt by Borrower of notice
from Administrative Agent or any other Credit Party of such default; or

         7.6      INVOLUNTARY BANKRUPTCY, APPOINTMENT OF RECEIVER, ETC.

         (a)      A court having jurisdiction in the premises shall enter a
decree or order for relief in respect of Borrower or any Significant Subsidiary
in an involuntary case under the Bankruptcy Code or under any other applicable
bankruptcy, insolvency, or similar law now or hereafter in effect, which decree
or order is not stayed; or any other similar relief shall be granted under any
applicable Legal Requirement; or

         (b)      An involuntary case shall be commenced against Borrower or
any Significant Subsidiary under the Bankruptcy Code or under any other
applicable bankruptcy, insolvency, or similar law now or hereafter in effect;
or a decree or order of a court having jurisdiction in the premises for the
appointment of a receiver, liquidator, sequestrator, trustee, custodian, or
other officer having similar powers over Borrower or any Significant
Subsidiary, or over all or a substantial part of its property, shall have been
entered; or there shall have occurred the involuntary appointment of an interim
receiver, trustee, or other custodian of Borrower or any Significant Subsidiary
for all or a substantial part of its property; or a warrant of attachment,
execution, or similar process shall have been issued against any substantial
part of the property of Borrower or any Significant Subsidiary, and any such
event described in this CLAUSE (b) shall continue for sixty (60) days unless
dismissed, bonded, or discharged; or

         7.7      VOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.

         (a)      Borrower or any Significant Subsidiary shall have an order
for relief entered with respect to it or commence a voluntary case under the
Bankruptcy Code or under any other applicable bankruptcy, insolvency, or
similar law now or hereafter in effect, or shall consent to the entry of an
order for relief in an involuntary case, or to the conversion of an involuntary
case to a voluntary case, under any such law, or shall consent to the
appointment of or taking possession by a receiver, trustee, or other custodian
for all or a substantial part of its property; or Borrower or any Significant
Subsidiary shall make any assignment for the benefit of creditors; or


AMENDED AND RESTATED CREDIT AGREEMENT      57

<PAGE>

         (b)      Borrower or any Significant Subsidiary shall be unable, or
shall fail generally, or shall admit in writing its inability, to pay its debts
as such debts become due; or the Board of Directors of Borrower or any
Significant Subsidiary (or any committee) thereof shall adopt any resolution or
otherwise authorize any action to approve any of the actions referred to in
CLAUSE (a) above or this CLAUSE (b); or

         7.8      JUDGMENTS AND ATTACHMENTS. Any money judgment, writ or
warrant of attachment, or similar process involving in any individual case an
amount in excess of $250,000, or in the aggregate at any time an amount in
excess of $500,000 (in either case not adequately covered by insurance as to
which a solvent and unaffiliated insurance company has acknowledged coverage)
shall be entered or filed against Borrower or any Significant Subsidiary or any
of its or their respective assets and shall remain undischarged, unvacated,
unbonded, or unstayed for a period of sixty (60) days (or in any event later
than five (5) days prior to the date of any proposed sale thereunder); or

         7.9      DISSOLUTION. Any order, judgment, or decree shall be entered
against Borrower or any Significant Subsidiary decreeing the dissolution or
split up of Borrower or such Significant Subsidiary and such order shall remain
undischarged or unstayed for a period in excess of thirty (30) days; or

         7.10     EMPLOYEE BENEFIT PLANS. There shall occur one or more ERISA
Events which individually or in the aggregate results in or might reasonably be
expected to result in liability of Borrower or any of its ERISA Affiliates in
excess of $1,000,000 during the term of this Agreement; or there shall exist an
amount of unfunded benefit liabilities (as defined in SECTION 4001(a)(18) of
ERISA), individually or in the aggregate for all Pension Plans (excluding for
purposes of such computation any Pension Plans with respect to which assets
exceed benefit liabilities), which exceeds $1,000,000; or

         7.11     CHANGE IN CONTROL. A Change of Control shall have occurred; or

         7.12     INVALIDITY OF GUARANTY. The Subsidiary Guaranty for any
reason, other than the satisfaction in full of all Obligations, is declared by
a court of competent jurisdiction to be null and void, or any Subsidiary of
Borrower denies that it has any further liability, including without limitation
with respect to future advances by Lenders, under the Subsidiary Guaranty or
gives notice to such effect; or

         7.13     FAILURE OF SECURITY. From and after the execution,
acknowledgment, and filing of any Collateral Document by any Obligor, any such
Collateral Document shall be revoked by such Obligor or shall be declared by a
court of competent jurisdiction to be null and void or shall cease to be in
full force and effect as a result of any change in any Legal Requirement; or
Lenders shall fail to have a valid, perfected, and enforceable first priority
Lien (subject to Permitted Encumbrances) on any Obligor's right, title, and
interest in all the Collateral as a result of any change in any Legal
Requirements, the expiration of any required filings or recordations with
respect to the Collateral Documents, the declaration by a court of competent
jurisdiction that such Lien is null and void, or the imposition of any priming
Lien under applicable Legal Requirement; or any Obligor shall contest in any
manner that such Collateral Document constitutes its valid and enforceable
agreement or shall assert in any manner that it has no further obligation or
liability under such Collateral Documents;

         THEN (a) upon the occurrence of any Event of Default described in
SECTION 7.6 or 7.7, each of (i) the unpaid principal amount of and accrued
interest on the Loans, and (ii) all other Obligations shall automatically
become immediately due and payable, without presentment, demand, protest,
notice of acceleration, notice of intention to accelerate, or other
requirements of any kind, all of which are hereby


AMENDED AND RESTATED CREDIT AGREEMENT      58

<PAGE>

expressly waived by Borrower, and the obligation of each Lender to make any
Loan, shall thereupon terminate, and (b) upon the occurrence and during the
continuation of any other Event of Default, Administrative Agent shall, upon
the written request or with the written consent of Requisite Lenders, by
written notice to Borrower, declare all or any portion of the amounts described
in CLAUSES (i) and (ii) above to be, and the same shall forthwith become,
immediately due and payable, and the obligation of each Lender to make any
Loan, thereupon shall terminate.


                                   SECTION 8

                              ADMINISTRATIVE AGENT

         8.1      ADMINISTRATIVE AGENT.

         (a)      APPOINTMENT. Each Lender appoints Administrative Agent (and
Administrative Agent accepts appointment) as its nominee and agent, in its name
and on its behalf: (i) to act as its nominee and on its behalf in and under all
Loan Documents; (ii) to arrange the means whereby its funds are to be made
available to Borrower under the Loan Documents; (iii) to take any action that
it properly requests under the Loan Documents (subject to the concurrence of
other Lenders as may be required under the Loan Documents); (iv) to receive all
documents and items to be furnished to it under the Loan Documents; (v) to be
the secured party, mortgagee, beneficiary, recipient, and similar party in
respect of any Collateral, if any, for the benefit of the Credit Parties; (vi)
to promptly distribute to it all material information, requests, documents, and
items received from Borrower under the Loan Documents; (vii) to promptly
distribute to it its ratable part of each payment or prepayment (whether
voluntary, as proceeds of Collateral upon or after foreclosure, as proceeds of
insurance thereon, or otherwise) in accordance with the terms of the Loan
Documents; and (viii) to deliver to the appropriate Persons requests, demands,
approvals, and consents received from it. However, Administrative Agent may not
be required to take any action that exposes it to personal liability or that is
contrary to any Loan Document or applicable Legal Requirements.

         (b)      SUCCESSOR. Administrative Agent may assign all of its rights
and obligations as Administrative Agent under the Loan Documents to any of its
Affiliates, which Affiliates shall then be the successor Administrative Agent
under the Loan Documents. Administrative Agent may also voluntarily resign by
giving thirty (30) days' prior written notice to Borrower and Lenders, and
shall resign upon the request of the Requisite Lenders for cause (I.E.,
Administrative Agent is continuing to fail to perform its responsibilities as
Administrative Agent under the Loan Documents). If the initial or any successor
Administrative Agent ever ceases to be a party to this Agreement or if the
initial or any successor Administrative Agent ever resigns or is removed, then
the Requisite Lenders shall (which, if no Potential Default or Event of Default
exists, is subject to Borrower's approval that may not be unreasonably
withheld) appoint the successor Administrative Agent from among Lenders (other
than the resigning Administrative Agent). If the Requisite Lenders fail to
appoint a successor Administrative Agent within thirty (30) days after the
resigning Administrative Agent has given notice of resignation or the Requisite
Lenders have removed the resigning Administrative Agent, then the resigning
Administrative Agent may, on behalf of Lenders, appoint a successor
Administrative Agent (which, if no Potential Default or Event of Default
exists, is subject to Borrower's approval that may not be unreasonably
withheld). If no successor Administrative Agent has been appointed by the
Requisite Lenders or Administrative Agent, as provided above, then the retiring
Administrative Agent's resignation shall nevertheless become effective
forty-five (45) days after the retiring Administrative Agent's notice of
resignation and the Requisite Lenders shall thereafter perform all



AMENDED AND RESTATED CREDIT AGREEMENT      59

<PAGE>

of the duties of Administrative Agent hereunder and/or under any other Loan
Document until such time, if any, as the Requisite Lenders appoint a successor
Administrative Agent, as provided in this SECTION 8.1(b). Any successor
Administrative Agent must be a commercial bank having a combined capital and
surplus of at least $10,000,000,000 (as shown on its most recently published
statement of condition) and whose debt obligations (or whose parent's debt
obligations) are rated not less than investment grade or its equivalent by
Moody's or S & P. Upon its acceptance of appointment as successor Administrative
Agent, the successor Administrative Agent succeeds to and becomes vested with
all of the rights and obligations of the prior Administrative Agent, and the
prior Administrative Agent is discharged from its duties and obligations of
Administrative Agent under the Loan Documents, and each Lender shall execute the
documents that any Lender, the resigning or removed Administrative Agent, or the
successor Administrative Agent reasonably request to reflect the change. After
any Administrative Agent's resignation as Administrative Agent under the Loan
Documents, the provisions of this SECTION inure to its benefit as to any actions
taken or not taken by it while it was Administrative Agent under the Loan
Documents. If Borrower fails to respond to any written request for any consent
required in this SECTION 8.1(b) within ten (10) days after the date that
Borrower receives such request, then Borrower shall be deemed to have given its
consent to such request.

         (c)      RIGHTS AS LENDER. Administrative Agent, in its capacity as a
Lender, has the same rights and obligations under the Loan Documents as any
other Lender and may exercise those rights and obligations as if it were not
acting as Administrative Agent. The term "LENDER," unless the context otherwise
indicates, includes Administrative Agent. Administrative Agent's resignation or
removal does not impair or otherwise affect any rights or obligations that it
has or may have in its capacity as an individual Lender. Each Lender and
Borrower agree that no Agent is a fiduciary for Lenders or for Borrower but
simply acting in the capacity described in this Agreement to alleviate
administrative burdens for Borrower and Lenders, and that no Agent has any
duties or responsibilities to Lenders or Borrower except those expressly set
forth in the Loan Documents.

         (d)      OTHER ACTIVITIES. Any Credit Party may now or in the future
be engaged in one or more loan, letter of credit, leasing, or other financing
transactions with any Company, act as trustee or depositary for any Company, or
otherwise be engaged in other transactions with any Company (collectively, the
"OTHER ACTIVITIES") not the subject of the Loan Documents. Without limiting the
rights or obligations of Lenders specifically set forth in the Loan Documents,
no Credit Party is responsible to account to the other Credit Parties for those
other activities, and no Credit Party shall have any interest in any other
Credit Party's activities, any present or future guaranties by or for the
account of Borrower that are not contemplated by or included in the Loan
Documents, any present or future offset exercised by any Credit Party in
respect of those other activities, any present or future property taken as
security for any of those other activities, or any property now or hereafter in
any Credit Party's possession or control that may be or become security for the
obligations of Borrower arising under the Loan Documents by reason of the
general description of indebtedness secured or of property contained in any
other agreements, documents, or instruments related to any of those other
activities (but, if any payments in respect of those guaranties or that
property or the proceeds thereof is applied by Administrative Agent or any
Lender to reduce the Obligations, then each Lender is entitled to share ratably
in the application as provided in the Loan Documents).

         (e)      ARRANGER. Arranger shall have no rights, duties, or
obligations hereunder, except as specifically provided in this Agreement.

         8.2      EXPENSES. Should Administrative Agent commence any proceeding
or in any way seek to enforce its rights under the Loan Documents, each Lender,
upon demand therefor from time to time, shall



AMENDED AND RESTATED CREDIT AGREEMENT      60

<PAGE>

contribute its share (based on its Pro Rata Share) of the reasonable costs
and/or expenses of any such enforcement or acquisition, including, but not
limited to, fees of receivers or trustees, court costs, title company charges,
filing and recording fees, appraisers' fees and fees and expenses of attorneys
to the extent not otherwise reimbursed by Borrower. Without limiting the
generality of the foregoing, each Lender shall contribute its share (based on
its Pro Rata Share) of all reasonable costs and expenses incurred by
Administrative Agent (including reasonable attorneys' fees and expenses) to the
extent not otherwise reimbursed by Borrower if Administrative Agent employs
counsel for advice or other representation (whether or not any suit has been or
shall be filed), or to enforce any rights of Administrative Agent or any of
Borrower's or any other Company's obligations under any of the Loan Documents,
but not with respect to any dispute between Administrative Agent and any other
Lender(s). Any loss of principal and interest resulting from any Event of
Default shall be shared by Lenders in accordance with their respective Pro Rata
Shares. It is understood and agreed that Administrative Agent determines that it
is necessary to engage counsel for Lenders from and after the occurrence of a
Potential Default or Event of Default, said counsel shall be selected by
Administrative Agent and written notice of the same shall be delivered to
Lenders.

         8.3      PROPORTIONATE ABSORPTION OF LOSSES. Except as otherwise
provided in the Loan Documents, nothing in the Loan Documents gives any Lender
any advantage over any other Lender insofar as the Obligations are concerned or
relieves any Lender from ratably absorbing any losses sustained with respect to
the Obligations (except to the extent unilateral actions or inactions by any
Lender result in Borrower or any other obligor on the Obligations having any
credit, allowance, setoff, defense, or counterclaim solely with respect to all
or any part of such Lender's Pro Rata Share of the Obligations).

         8.4      DELEGATION OF DUTIES; RELIANCE. Lenders may perform any of
their duties or exercise any of their rights under the Loan Documents by or
through Administrative Agent, and Lenders and Administrative Agent may perform
any of their duties or exercise any of their rights under the Loan Documents by
or through their respective Representatives. Administrative Agent, Lenders, and
their respective Representatives (a) are entitled to rely upon (and shall be
protected in relying upon) any written or oral statement believed by it or them
to be genuine and correct and to have been signed or made by the proper Person
and, with respect to legal matters, upon opinion of counsel selected by
Administrative Agent or any Lender (but nothing in this CLAUSE (a) permits
Administrative Agent to rely on (i) oral statements if a writing is required by
this Agreement, or (ii) any other writing if a specific writing is required by
this Agreement), (b) are entitled to deem and treat each Lender as the owner
and holder of its portion of the Obligations for all purposes until, written
notice of the assignment or transfer is given to and received by Administrative
Agent (and any request, authorization, consent, or approval of any Lender is
conclusive and binding on each subsequent holder, assignee, or transferee of or
participant in such Lender's portion of the Obligations until that notice is
given and received), (c) are not deemed to have notice of the occurrence of an
Event of Default UNLESS a responsible officer of Administrative Agent, who
handles matters associated with the Loan Documents and transactions thereunder,
has actual knowledge or Administrative Agent has been notified by a Lender or
Borrower, and (d) are entitled to consult with legal counsel (including counsel
for Borrower), independent accountants, and other experts selected by
Administrative Agent and are not liable for any action taken or not taken in
good faith by it in accordance with the advice of counsel, accountants, or
experts.

         8.5      LIMITATION OF ADMINISTRATIVE AGENT'S LIABILITY.

         (a)      EXCULPATION. Neither Administrative Agent nor any of its
Representatives will be liable for any action taken or omitted to be taken by
it or them under the Loan Documents in good faith and believed



AMENDED AND RESTATED CREDIT AGREEMENT      61

<PAGE>

by it or them to be within the discretion or power conferred upon it or them by
the Loan Documents or be responsible for the consequences of any error of
judgment (except for fraud, gross negligence, or willful misconduct), and no
Agent nor any of its Representatives has a fiduciary relationship with any
Lender by virtue of the Loan Documents (but nothing in this Agreement negates
the obligation of Administrative Agent to account for funds received by it for
the account of any Lender).

         (b)      INDEMNITY. Unless indemnified to its satisfaction against
loss, cost, liability, and expense, no Agent may be compelled to do any act
under the Loan Documents or to take any action toward the execution or
enforcement of the powers thereby created or to prosecute or defend any suit in
respect of the Loan Documents. If Administrative Agent requests instructions
from Lenders, with respect to any act or action in connection with any Loan
Document, such Agent is entitled to refrain (without incurring any liability to
any Person by so refraining) from that act or action unless and until it has
received instructions. In no event, however, may Administrative Agent or any of
its Representatives be required to take any action that it or they determine
could incur for it or them criminal or onerous civil liability. Without
limiting the generality of the foregoing, no Lender has any right of action
against Administrative Agent as a result of Administrative Agent's acting or
refraining from acting under this Agreement in accordance with instructions of
Requisite Lenders or all Lenders, if required hereunder.

         (c)      RELIANCE. Administrative Agent is not responsible to any
Lender for, and each Lender represents and warrants that it has not relied upon
Administrative Agent in respect of, (i) the creditworthiness of any Company and
the risks involved to such Lender, (ii) the effectiveness, enforceability,
genuineness, validity, or the due execution of any Loan Document (except by
such Agent), (iii) any representation, warranty, document, certificate, report,
or statement made therein (except by such Agent) or furnished thereunder or in
connection therewith, (iv) the adequacy of any Collateral now or hereafter
securing the Obligations or the existence, priority, or perfection of any Lien
now or hereafter granted or purported to be granted in the Collateral under any
Loan Document, or (v) observation of or compliance with any of the terms,
covenants, or conditions of any Loan Document on the part of the Companies.
EACH LENDER AGREES TO INDEMNIFY ADMINISTRATIVE AGENT AND ITS REPRESENTATIVES
AND HOLD THEM HARMLESS FROM AND AGAINST (BUT LIMITED TO SUCH LENDER'S PRO RATA
SHARE OF) ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES,
ACTIONS, JUDGMENTS, SUITS, COSTS, REASONABLE EXPENSES, AND REASONABLE
DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER THAT MAY BE IMPOSED ON, ASSERTED
AGAINST, OR INCURRED BY THEM IN ANY WAY RELATING TO OR ARISING OUT OF THE LOAN
DOCUMENTS OR ANY ACTION TAKEN OR OMITTED BY THEM UNDER THE LOAN DOCUMENTS IF
SUCH AGENT AND ITS REPRESENTATIVES ARE NOT REIMBURSED FOR SUCH AMOUNTS BY
BORROWER (TO THE EXTENT REQUIRED HEREUNDER). ALTHOUGH ADMINISTRATIVE AGENT AND
ITS REPRESENTATIVES HAVE THE RIGHT TO BE INDEMNIFIED UNDER THIS AGREEMENT FOR
ITS OR THEIR OWN ORDINARY NEGLIGENCE, NO AGENT NOR ANY OF ITS REPRESENTATIVES
HAVE THE RIGHT TO BE INDEMNIFIED UNDER THIS AGREEMENT FOR ITS OR THEIR OWN
FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.

         8.6      DEFAULT. While an Event of Default exists, Lenders agree to
promptly confer in order that Requisite Lenders or all Lenders, as the case may
be, may agree upon a course of action for the enforcement of the rights of
Lenders. Administrative Agent is entitled to act or refrain from taking any
action (without incurring any liability to any Person for so acting or
refraining) unless and until it has received instructions from Requisite
Lenders. In actions with respect to any Company's property, Administrative
Agent is acting for the ratable benefit of each Lender.



AMENDED AND RESTATED CREDIT AGREEMENT      62


<PAGE>

         8.7  LIMITATION OF LIABILITY. No Lender will incur any liability to
any other Lender except for acts or omissions in bad faith, and neither
Administrative Agent nor any Lender will incur any liability to any other
Person for any act or omission of any other Lender.

         8.8  RELATIONSHIP OF LENDERS. The Loan Documents do not create a
partnership or joint venture among the Credit Parties.

         8.9  BENEFITS OF AGREEMENT. None of the provisions of this SECTION
inure to the benefit of any Company or any other Person EXCEPT the Credit
Parties. Therefore, no Company nor any other Person is responsible or liable
for, entitled to rely upon, or entitled to raise as a defense -- in any manner
whatsoever -- the failure of any Credit Party to comply with these provisions.

         8.10 APPROVAL OF LENDERS.

         (a)  All communications from Administrative Agent to Lenders
requesting Lenders' determination, consent, approval, or disapproval (i) shall
be given in the form of a written notice to each Lender, (ii) shall be
accompanied by a description of the matter or thing as to which such
determination, approval, consent, or disapproval is requested, or shall advise
each Lender where such matter or thing may be inspected, or shall otherwise
describe the matter or issue to be resolved, (iii) shall include, if reasonably
requested by a Lender and to the extent not previously provided to such Lender,
written materials and a summary of all oral information provided to
Administrative Agent by Borrower in respect of the matter or issue to be
resolved, and (iv) shall include Administrative Agent's recommended course of
action or determination in respect thereof. Each Lender shall reply promptly,
but in any event (A) within thirty (30) days (or such lesser period as may be
required under the Loan Documents for Administrative Agent to respond) for
those matters requiring the consent by all Lenders, and (B) within fifteen (15)
Business Days (or such lesser period as may be required under the Loan
Documents for Administrative Agent to respond) for those matters requiring the
consent by Requisite Lenders, in each instance, after receipt of the request
therefore by Administrative Agent (in either event, the "LENDER REPLY PERIOD").

         (b) Unless a Lender shall give written notice to Administrative
Agent that it objects to the recommendation or determination of
Administrative Agent (together with a written explanation of the reasons
behind such objection) contained in a request described in CLAUSE (a) above
that is marked "REQUEST FOR APPROVAL" within the Lender Reply Period, such
Lender shall be deemed to have approved of or consented to such
recommendation or determination.

         8.11 OTHER AGENTS. The Lender identified on the facing page or
signature page of this Agreement as "Syndication Agent" shall not have any
right, power, obligation, liability, responsibility, or duty under this
Agreement other than those applicable to all Lenders as such. Without limiting
the foregoing, no Lender so identified shall have or be deemed to have any
fiduciary relationship with any other Credit Party. Each Lender acknowledges
that it has not relied, and will not rely, on any Lender so identified in
deciding to enter into this Agreement or in taking or not taking action
hereunder.




AMENDED AND RESTATED CREDIT AGREEMENT    63
<PAGE>


                                   SECTION 9

                                 MISCELLANEOUS

         9.1      ASSIGNMENTS AND PARTICIPATIONS IN LOANS.

         (a)      GENERAL. Subject to SECTION 9.1(b), each Lender shall have
the right at any time to (i) sell, assign, or transfer to any Eligible
Assignee, or (ii) sell participations to any Person in, all or any part of its
Commitment, or Loans made by it or any other interest herein or in any other
Obligations owed to it; PROVIDED THAT no such sale, assignment, transfer, or
participation shall, without the consent of Borrower, require Borrower to file
a registration statement with the Securities and Exchange Commission or apply
to qualify such sale, assignment, transfer, or participation under the
securities laws of any state; and PROVIDED FURTHER that no such sale,
assignment, or transfer described in CLAUSE (i) above shall be effective unless
and until an Assignment Agreement effecting such sale, assignment, or transfer
shall have been accepted by Administrative Agent and recorded in the Register
as provided in SECTION 9.1(b)(ii). Except as otherwise provided in this SECTION
9.1, no Lender shall, as between Borrower and such Lender, be relieved of any
of its obligations hereunder as a result of any sale, assignment, or transfer
of, or any granting of participations in, all or any part of its Commitment or
Loans or other Obligations owed to such Lender.

         (b)      ASSIGNMENTS.

                  (i) AMOUNTS AND TERMS OF ASSIGNMENTS. Each Commitment, Loan,
         or other Obligations may (A) be assigned in any amount to another
         Lender, or to an Affiliate of the assigning Lender or another Lender,
         with the giving of notice to Borrower and Administrative Agent, or (B)
         be assigned in an aggregate amount of not less than $10,000,000 or a
         greater integral multiple of $1,000,000 (or such lesser amount as shall
         constitute the aggregate amount of the Commitment, Loans, and other
         Obligations of the assigning Lender) to any other Eligible Assignee
         with the consent of Borrower (so long as no Event of Default exists,
         which consent shall not be unreasonably withheld or delayed and such
         consent to be deemed given by Borrower if no objection is received by
         Administrative Agent and the assigning Lender within ten (10) Business
         Days after notice of the proposed assignment has been provided by the
         assigning Lender to Borrower), Administrative Agent (which consent
         shall not be unreasonably withheld or delayed), and Issuing Bank (which
         consent shall not be unreasonably withheld or delayed); PROVIDED THAT
         each such assignment by a Lender shall be of a constant, and not
         varying, percentage of all of its Commitment, Loans, Notes, and other
         Obligations. To the extent of any such assignment in accordance with
         either CLAUSE (A) or (B) above, the assigning Lender shall be relieved
         of its obligations with respect to its Commitment, Loans, or other
         Obligations or the portion thereof so assigned. The parties to each
         such assignment shall execute and deliver to Administrative Agent, for
         its acceptance and recording in the Register an Assignment Agreement,
         together with a processing and recordation fee of $3,500 and such
         forms, certificates, or other evidence, if any, with respect to United
         States federal income tax withholding matters as the assignee under
         such Assignment Agreement may be required to deliver to Administrative
         Agent pursuant to SECTION 2.7(b)(iii)(c). Upon such execution,
         delivery, acceptance, and recordation, from and after the effective
         date specified in such Assignment Agreement, (1) 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 Agreement, shall have the rights and obligations of a Lender
         hereunder, and (2) the assigning Lender thereunder shall, to the extent
         that rights and obligations hereunder have been assigned by it pursuant
         to such Assignment Agreement,


AMENDED AND RESTATED CREDIT AGREEMENT    64
<PAGE>


         relinquish its rights (other than any rights which survive the
         termination of this Agreement under SECTION 9.8(b)) and be released
         from its obligations under this Agreement (and, in the case of an
         Assignment Agreement 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). The Commitments hereunder
         shall be modified to reflect the Commitment of such assignee and any
         remaining Commitment of such assigning Lender and, if any such
         assignment occurs after the issuance of any Notes hereunder, the
         assigning Lender shall, upon the effectiveness of such assignment or as
         promptly thereafter as practicable, surrender its Note to
         Administrative Agent for cancellation, and thereupon new Notes shall be
         issued to the assignee and/or to the assigning Lender to reflect the
         outstanding Commitments and Loans of the assignee and/or the assigning
         Lender.

                  (ii) ACCEPTANCE BY ADMINISTRATIVE AGENT; RECORDATION IN
         REGISTER. Upon its receipt of an Assignment Agreement executed by an
         assigning Lender and an assignee representing that it is an Eligible
         Assignee, together with the processing and recordation fee referred to
         in SECTION 9.1(b)(i) and any forms, certificates, or other evidence
         with respect to United States federal income tax withholding matters
         that such assignee may be required to deliver to Administrative Agent
         pursuant to SECTION 2.7(b)(iii)(c), Administrative Agent shall, if
         Administrative Agent, Issuing Bank, and Borrower have consented to the
         assignment evidenced thereby (to the extent such consent is required
         pursuant to SECTION 9.1(b)(i)), (A) accept such Assignment Agreement by
         executing a counterpart thereof as provided therein (which acceptance
         shall evidence any required consent of Administrative Agent to such
         assignment), (B) record the information contained therein in the
         Register, and (C) give prompt notice thereof to Borrower.
         Administrative Agent shall maintain a copy of each Assignment Agreement
         delivered to and accepted by it as provided in this SECTION 9.1(b)(ii).

         (c)      PARTICIPATIONS. The holder of any participation, other than
an Affiliate of the Lender granting such participation, shall not be entitled
to require such Lender to take or omit to take any action hereunder except
action directly affecting (i) the extension of the scheduled final Maturity
Date of any portion of the principal amount of or interest on any Loan
allocated to such participation, or (ii) a reduction of the principal amount of
or the rate of interest payable on any Loan allocated to such participation,
and all amounts payable by Borrower hereunder (including amounts payable to
such Lender pursuant to SECTIONS 2.6(d) and 2.7) shall be determined as if such
Lender had not sold such participation. Borrower and each Lender hereby
acknowledge and agree that, solely for purposes of SECTION 9.4, (A) any
participation will give rise to a direct obligation of Borrower to the
participant, and (B) the participant shall be considered to be a "LENDER."

         (d) ASSIGNMENTS TO FEDERAL RESERVE BANKS. In addition to the
assignments and participations permitted under the foregoing provisions of this
SECTION 9.1, any Lender may assign and pledge all or any portion of its Loan,
the other Obligations owed to such Lender, and its Note to any Federal Reserve
Bank as collateral security pursuant to REGULATION A of the Board of Governors
of the Federal Reserve System and any operating circular issued by such Federal
Reserve Bank; PROVIDED THAT (i) no Lender shall, as between Borrower and such
Lender, be relieved of any of its obligations hereunder as a result of any such
assignment and pledge, and (ii) in no event shall such Federal Reserve Bank be
considered to be a "LENDER" or be entitled to require the assigning Lender to
take or omit to take any action hereunder.


AMENDED AND RESTATED CREDIT AGREEMENT    65
<PAGE>


         (e) INFORMATION. Each Lender may furnish any information concerning the
Companies in the possession of such Lender from time to time to assignees and
participants (including prospective assignees and participants), subject to
SECTION 9.18.

         9.2 EXPENSES. Whether or not the transactions contemplated hereby shall
be consummated, Borrower agrees to pay promptly: (a) all the actual and
reasonable costs and expenses of Administrative Agent in connection with the
syndication oft he Total Commitment and the negotiation, preparation, and
execution of the Loan Documents and any consents, amendments, waivers, or other
modifications thereto and the transactions contemplated thereby; (b) all the
costs of furnishing all opinions by counsel for Borrower (including any opinions
requested by Lenders as to any legal matters arising hereunder) and of
Borrower's performance of and compliance with all agreements and conditions on
its part to be performed or complied with under this Agreement and the other
Loan Documents including with respect to confirming compliance with
environmental, insurance, and solvency requirements; (c) the reasonable fees,
expenses, and disbursements of counsel to Administrative Agent in connection
with the negotiation, preparation, execution, and administration of the Loan
Documents and any consents, amendments, waivers, or other modifications thereto
and any other documents or matters requested by Borrower; and (d) after the
occurrence of an Event of Default, all costs and expenses, including reasonable
attorneys' fees (including allocated costs of internal counsel) and costs of
settlement, incurred by the Credit Parties in enforcing any Obligations of or in
collecting any payments due from Borrower hereunder or under the other Loan
Documents by reason of such Event of Default or in connection with any
refinancing or restructuring of the credit arrangements provided under this
Agreement in the nature of a "WORK-OUT" or pursuant to any insolvency or
bankruptcy proceedings.

         9.3 INDEMNITY.

             (A) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION
         9.2, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE
         CONSUMMATED, BORROWER AGREES TO DEFEND (SUBJECT TO INDEMNITEES'
         SELECTION OF COUNSEL), INDEMNIFY, PAY AND HOLD HARMLESS THE CREDIT
         PARTIES AND THEIR RESPECTIVE REPRESENTATIVES AND AFFILIATES
         (COLLECTIVELY CALLED THE "INDEMNITEES"), FROM AND AGAINST ANY AND ALL
         INDEMNIFIED LIABILITIES (AS HEREINAFTER DEFINED); PROVIDED ,THAT
         ALTHOUGH EACH INDEMNITEE HAS THE RIGHT TO BE INDEMNIFIED UNDER THE
         LOAN DOCUMENTS FOR ITS OWN ORDINARY NEGLIGENCE, BORROWER SHALL NOT
         HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY
         INDEMNIFIED LIABILITIES TO THE EXTENT SUCH INDEMNIFIED LIABILITIES
         ARISE SOLELY FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THAT
         INDEMNITEE AS DETERMINED BY A FINAL JUDGMENT OF A COURT OF COMPETENT
         JURISDICTION; AND PROVIDED FURTHER THAT BORROWER SHALL NOT HAVE ANY
         SUCH OBLIGATION TO INDEMNIFY ANY LENDER THAT HAS MATERIALLY BREACHED
         ITS OBLIGATIONS UNDER THIS AGREEMENT AND, IN THE CASE OF THE ISSUING
         BANK, ANY LC AGREEMENT.

             (B) AS USED HEREIN, "INDEMNIFIED LIABILITIES" MEANS, COLLECTIVELY,
         ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES (INCLUDING
         NATURAL RESOURCE DAMAGES), PENALTIES, ACTIONS, JUDGMENTS, SUITS,
         CLAIMS (INCLUDING ENVIRONMENTAL CLAIMS), COSTS (INCLUDING THE COSTS OF
         ANY INVESTIGATION, STUDY, SAMPLING, TESTING, ABATEMENT, CLEANUP,
         REMOVAL, REMEDIATION, OR OTHER RESPONSE ACTION NECESSARY TO REMOVE,
         REMEDIATE, CLEAN UP, OR ABATE ANY HAZARDOUS MATERIALS ACTIVITY),
         EXPENSES, AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER
         (INCLUDING THE REASONABLE FEES AND


AMENDED AND RESTATED CREDIT AGREEMENT    66
<PAGE>


         DISBURSEMENTS OF COUNSEL FOR INDEMNITEES IN CONNECTION WITH ANY
         INVESTIGATIVE, ADMINISTRATIVE, OR JUDICIAL PROCEEDING COMMENCED OR
         THREATENED BY ANY PERSON, WHETHER OR NOT ANY SUCH INDEMNITEE SHALL BE
         DESIGNATED AS A PARTY OR A POTENTIAL PARTY THERETO, AND ANY FEES OR
         EXPENSES INCURRED BY INDEMNITEES IN ENFORCING THIS INDEMNITY), WHETHER
         DIRECT, INDIRECT, OR CONSEQUENTIAL AND WHETHER BASED ON ANY LEGAL
         REQUIREMENTS (INCLUDING SECURITIES AND COMMERCIAL LEGAL REQUIREMENTS
         AND ENVIRONMENTAL LAWS), COMMON LAW, OR EQUITABLE CAUSE OR ON CONTRACT
         OR OTHERWISE, THAT MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST
         ANY SUCH INDEMNITEE, IN ANY MANNER RELATING TO OR ARISING OUT OF (I)
         THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS
         CONTEMPLATED HEREBY OR THEREBY (INCLUDING LENDERS' AGREEMENT TO MAKE
         THE LOANS HEREUNDER, ISSUING BANK'S AGREEMENT TO ISSUE LCS HEREUNDER,
         OR THE USE OR INTENDED USE OF THE PROCEEDS THEREOF, OR ANY ENFORCEMENT
         OF ANY OF THE LOAN DOCUMENTS (INCLUDING ANY SALE OF, COLLECTION FROM,
         OR OTHER REALIZATION UPON ANY OF THE COLLATERAL), (II) THE STATEMENTS
         CONTAINED IN THE COMMITMENT LETTER DELIVERED BY ANY LENDER TO BORROWER
         WITH RESPECT THERETO, OR (III) ANY ENVIRONMENTAL CLAIM OR ANY
         HAZARDOUS MATERIALS ACTIVITY RELATING TO OR ARISING FROM, DIRECTLY OR
         INDIRECTLY, ANY PAST OR PRESENT ACTIVITY, OPERATION, LAND OWNERSHIP,
         OR PRACTICE OF ANY COMPANY.

         (C) TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY,
AND HOLD HARMLESS SET FORTH IN THIS SECTION 9.3 MAY BE UNENFORCEABLE IN WHOLE
OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LEGAL REQUIREMENT OR PUBLIC
POLICY, BORROWER SHALL CONTRIBUTE THE MAXIMUM PORTION THAT IT IS PERMITTED TO
PAY AND SATISFY UNDER APPLICABLE LAW TO THE PAYMENT AND SATISFACTION OF ALL
INDEMNIFIED LIABILITIES INCURRED BY INDEMNITEES OR ANY OF THEM.

         9.4 RATABLE SHARING. Lenders hereby agree among themselves that if any
of them shall, whether by voluntary payment (other than a voluntary prepayment
of Loans made and applied in accordance with the terms of this Agreement), by
realization upon security, through the exercise of any right of set-off or
banker's lien, by counterclaim or cross action or by the enforcement of any
right under the Loan Documents or otherwise, or as adequate protection of a
deposit treated as cash collateral under the Bankruptcy Code, receive payment or
reduction of a proportion of the aggregate amount of principal, interest, fees,
and other amounts then due and owing to such Lender hereunder or under the other
Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) which
is greater than the proportion received by any other Lender in respect of the
Aggregate Amounts Due to such other Lender, then the Lender receiving such
proportionately greater payment shall (a) notify Administrative Agent and each
other Lender of the receipt of such payment, and (b) apply a portion of such
payment to purchase participations (which it shall be deemed to have purchased
from each seller of a participation simultaneously upon the receipt by such
seller of its portion of such payment) in the Aggregate Amounts Due to the other
Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by
all Lenders in proportion to the Aggregate Amounts Due to them; PROVIDED THAT if
all or part of such proportionately greater payment received by such purchasing
Lender is thereafter recovered from such Lender upon the bankruptcy or
reorganization of Borrower or otherwise, then those purchases shall be rescinded
and the purchase prices paid for such participations shall be returned to such
purchasing Lender ratably to the extent of such recovery, but without
interest.


AMENDED AND RESTATED CREDIT AGREEMENT    67
<PAGE>


         9.5 AMENDMENTS AND WAIVERS.

         (a) No amendment, modification, termination, or waiver of any provision
of this Agreement, the Notes, or the other Loan Documents, and no consent to any
departure by Borrower therefrom, shall in any event be effective without the
written concurrence of Requisite Lenders; PROVIDED THAT any such amendment,
modification, termination, waiver, or consent which does any of the following
shall not be effective unless evidenced by a writing signed by or on behalf of
all Lenders: (i) increases the amount of the Total Commitment or reduces the
principal amount of any of the Loans; (ii) changes in any manner the definitions
of "PRO RATA SHARE," "COMMITMENT PERCENTAGE,"or "REQUISITE LENDERS;" (iii)
changes in any manner any provision of this Agreement which, by its terms,
expressly requires the approval or concurrence of all Lenders; (iv) postpones
the scheduled final maturity date of any of the Loans; (v) changes the rate,
amount, or schedule date for payment of any interest or fees payable hereunder;
(vi) increases the maximum duration of Interest Periods permitted hereunder;
(vii) changes in any manner the provisions contained in SECTION 7.1 or this
SECTION 9.5; (viii) increase the maximum Leverage Ratio in SECTION 6.4(g) above
3.75 to 1.0 between the Closing Date and December 31, 2001 or 3.50 to 1.0 after
December 31, 2001; (ix) except as provided below, releases all or any material
portion of the Collateral (other than Collateral sold or otherwise disposed of
in transactions not prohibited by this Agreement); or (x) except as provided
below, releases or waives the requirement of any guaranty. No Lender's
Commitment may be increased without such Lender's consent. Notwithstanding
CLAUSES (ix) and (x), upon the prior written consent of Requisite Lenders, (A)
Borrower may grant a security interest in, and lien upon, the Collateral to
secure the obligations of Borrower under Indebtedness otherwise permitted
hereunder incurred to make the Permitted Redemptions so long as such security
interest in, and lien upon, the Collateral shall be PARI PASSU with all security
interests and liens in favor Administrative Agent, for the benefit of the Credit
Parties, (B) the Significant Subsidiaries may guaranty the Indebtedness
described in CLAUSE (A) so long as such guaranty shall be PARI PASSU with the
obligations of the Significant Subsidiaries under the Subsidiary Guaranty, and
(C) Administrative Agent may enter into an intercreditor agreement acceptable to
Administrative Agent with the holders of the Indebtedness described in CLAUSE
(A).

         (b) Any amendment or supplement to, or waiver or consent under, any
Loan Document that purports to accomplish any of the following must be by a
writing executed by Borrower and executed (or approved in writing, as the case
may be) by the affected Agent or Issuing Bank, as the case may be (in addition
to the Requisite Lenders or all Lenders, as the case may be, as required by this
SECTION 9.5): (i) extends the due date for, decreases the amount or rate of
calculation of, or waives the late or non-payment of, any fees payable to such
Agent or Issuing Bank under any Loan Document, EXCEPt, in each case, any
adjustments or reductions that are contemplated by any Loan Document; (ii)
increases such Agent's or Issuing Bank's, as the case may be, obligations beyond
its commitments under any Loan Document; or (iii) changes this CLAUSE (b) or any
other matter specifically requiring the consent of such Agent or Issuing Bank,
as the case may be, under any Loan Document.

         (c) Any LC may be renewed, extended, amended, replaced, or canceled
consistent with the terms of this Agreement by a writing executed by Issuing
Bank and Borrower if that writing is first approved in writing by
Administrative Agent.

         (d) Administrative Agent may, but shall have no obligation to, with
the concurrence of any Lender, execute amendments, modifications, waivers, or
consents on behalf of such Lender. Any waiver or consent shall be effective
only in the specific instance and for the specific purpose for which it was
given. No notice to or demand on Borrower in any case shall entitle Borrower
to any other or further notice or


AMENDED AND RESTATED CREDIT AGREEMENT    68
<PAGE>


demand in similar or other circumstances. Any amendment, modification,
termination, waiver, or consent effected in accordance with this SECTION 9.5
shall be binding upon each Lender at the time outstanding, each future Lender,
and, if signed by Borrower, on Borrower.

         9.6 INDEPENDENCE OF COVENANTS. All covenants hereunder shall be given
independent effect so that if a particular action or condition is not permitted
by any of such covenants, the fact that it would be permitted by an exception
to, or would otherwise be within the limitations of another covenant shall not
avoid the occurrence of a Potential Default or Event of Default if such action
is taken or condition exists.

         9.7 NOTICES. Unless otherwise specifically provided herein, any notice
or other communication herein required or permitted to be given shall be in
writing and may be personally served, telexed, or sent by telefacsimile or
United States mail or courier service and shall be deemed to have been given
when delivered in person or by courier service, upon receipt of telefacsimile or
telex, or three (3) Business Days after depositing it in the United States mail
with postage prepaid and properly addressed; PROVIDED THAT notices to
Administrative Agent shall not be effective until received. For the purposes
hereof, the address of each party hereto shall be as set forth on SCHEDULE 2.1
or (a) as to Borrower and Administrative Agent, such other address as shall be
designated by such Person in a written notice delivered to the other parties
hereto, and (b) as to each other party, such other address as shall be
designated by such party in a written notice delivered to Administrative Agent.

         9.8 SURVIVAL OF REPRESENTATIONS, WARRANTIES, AND AGREEMENTS.

         (a) All representations, warranties, and agreements made herein shall
survive the execution and delivery of this Agreement and the making of the Loans
hereunder. (b) Notwithstanding anything in this Agreement or implied by law to
the contrary, the agreements of Borrower set forth in SECTIONS 2.6(d), 2.7, 9.2,
and 9.3 and the agreements of Lenders set forth in SECTIONS 8.2, 8.5, and 9.4
shall survive the payment of the Loans and the termination of this Agreement.

         9.9 FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE. No failure
or delay on the part of Administrative Agent or any Lender in the exercise of
any power, right, or privilege hereunder or under any other Loan Document shall
impair such power, right, or privilege or be construed to be a waiver of any
default or acquiescence therein, nor shall any single or partial exercise of any
such power, right, or privilege preclude other or further exercise thereof or of
any other power, right, or privilege. All rights and remedies existing under
this Agreement and the other Loan Documents are cumulative to, and not exclusive
of, any rights or remedies otherwise available.

         9.10 MARSHALLING; PAYMENTS SET ASIDE. Neither Administrative Agent nor
any Lender shall be under any obligation to marshal any assets in favor of
Borrower or any other party or against or in payment of any or all of the
Obligations. To the extent that Borrower makes a payment or payments to
Administrative Agent or Lenders (or to Administrative Agent for the benefit of
Lenders), or Administrative Agent or Lenders enforce any security interests, and
such payment or payments or the proceeds of such enforcement or any part thereof
are subsequently invalidated, declared to be fraudulent or preferential, set
aside, and/or required to be repaid to a trustee, receiver, or any other party
under any bankruptcy law, any other Legal Requirement, common law, or any
equitable cause, then, to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied, and all Liens, rights, and remedies
therefor or related thereto, shall


AMENDED AND RESTATED CREDIT AGREEMENT    69
<PAGE>


be revived and continued in full force and effect as if such payment or
payments had not been made or such enforcement or setoff had not occurred.

         9.11 SEVERABILITY. In case any provision in or obligation under this
Agreement or the Notes shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality, and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.

         9.12 OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF LENDERS' RIGHTS. The
obligations of Lenders hereunder are several and no Lender shall be responsible
for the obligations or Commitment of any other Lender hereunder. Nothing
contained herein or in any other Loan Document, and no action taken by Lenders
pursuant hereto or thereto, shall be deemed to constitute Lenders as a
partnership, an association, a joint venture, or any other kind of entity. The
amounts payable at any time hereunder to each Lender shall be a separate and
independent debt, and each Lender shall be entitled to protect and enforce its
rights arising out of this Agreement and it shall not be necessary for any other
Lender to be joined as an additional party in any proceeding for such purpose.

         9.13 HEADINGS. Section and section headings in this Agreement are
included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose or be given any substantive effect.

         9.14 APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
TEXAS, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

         9.15 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
parties hereto and their respective successors and assigns and shall inure to
the benefit of the parties hereto and the successors and assigns of Lenders (it
being understood that Lenders' rights of assignment are subject to SECTION 9.1).
Neither Borrower's rights or obligations hereunder nor any interest therein may
be assigned or delegated by Borrower without the prior written consent of all
Lenders.

         9.16 CONSENT TO JURISDICTION AND SERVICE OF PROCESS. ALL JUDICIAL
PROCEEDINGS BROUGHT AGAINST BORROWER ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY
STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF TEXAS, AND BY
EXECUTION AND DELIVERY OF THIS AGREEMENT BORROWER ACCEPTS FOR ITSELF AND IN
CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE
JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON
CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY
IN CONNECTION WITH THIS AGREEMENT, SUCH OTHER LOAN DOCUMENT OR SUCH OBLIGATION.
Borrower hereby agrees that service of all process in any such proceeding in any
such court may be made by registered or certified mail, return receipt
requested, to Borrower at its address provided in SECTION 9.7, such service
being hereby acknowledged by Borrower to be sufficient for personal jurisdiction
in any action against Borrower in any such court and to be otherwise effective
and binding service in every respect. Nothing herein shall affect the right to
serve process in any other manner permitted by law or shall limit the right of
any Lender to bring proceedings against Borrower in the courts of any other
jurisdiction.


AMENDED AND RESTATED CREDIT AGREEMENT    70
<PAGE>

         9.17 WAIVER OF JURY TRIAL. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY
AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS
LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED.
The scope of this waiver is intended to be all-encompassing of any and an
disputes that may be filed in any court and that relate to the subject matter of
this transaction, including contract claims, tort claims, breach of duty claims,
and all other common law and statutory claims. Each party hereto acknowledges
that this waiver is a material inducement to enter into a business relationship,
that each has already relied on this waiver in entering into this Agreement, and
that each will continue to rely on this waiver in their related future dealings.
Each party hereto further warrants and represents that it has reviewed this
waiver with its legal counsel and that it knowingly and voluntarily waives its
jury trial rights following consultation with legal counsel. THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING
(OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION
9.17 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO
ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR
AGREEMENTS RELATING TO THE LOANS M"E HEREUNDER. In the event of litigation, this
Agreement may be filed as a written consent to a trial by the court.

         9.18 CONFIDENTIALITY. Each Lender shall hold all non-public information
obtained pursuant to the requirements of this Agreement which has been
identified as confidential by Borrower in accordance with such Lender's
customary procedures for handling confidential information of this nature and in
accordance with safe and sound banking practices, it being understood and agreed
by Borrower that in any event a Lender may make disclosures to Affiliates of
such Lender or disclosures reasonably required by any bona fide assignee,
transferee or participant in connection with the contemplated assignment or
transfer by such Lender of its Loan or any participations therein or disclosures
required or requested by any Governmental Authority or representative thereof or
pursuant to legal process; PROVIDED THAT, unless specifically prohibited by
applicable law or court order, each Lender shall notify Borrower of any request
by any Governmental Authority or representative thereof (other than any such
request in connection with any examination of the financial condition of such
Lender by such Governmental Authority) for disclosure of any such non-public
information prior to disclosure of such information; and PROVIDED FURTHER that
in no event shall any Lender be obligated or required to return any materials
furnished by any Company.

         9.19 COUNTERPARTS; EFFECTIVENESS. This Agreement and any amendments,
waivers, consents or supplements hereto or in connection herewith may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed an original, but all such counterparts together shall constitute but one
and the same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document. This Agreement shall become
effective upon the execution of a counterpart hereof by each of the parties
hereto and receipt by Borrower and Administrative Agent of written or telephonic
notification of such execution and authorization of delivery thereof.

         9.20 AMENDMENT AND RESTATEMENT. The parties hereto agree that, on the
Closing Date, after all conditions precedent set forth herein have been
satisfied or waived:


AMENDED AND RESTATED CREDIT AGREEMENT    71
<PAGE>


         (a) The Obligations represent, among other things, the amendment,
extension, consolidation, and modification of the Obligations outstanding under
the Existing Agreement;

         (b) This Agreement is intended to, and does hereby, restate, renew,
extend, amend, modify, supersede, and replace the Existing Agreement; and

         (c) The Notes executed pursuant to this Agreement amend, renew, extend,
modify, replace, substitute, and supersede in their entirety (but do not
extinguish the indebtedness arising under) the promissory notes issued pursuant
to the Existing Agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
                           SIGNATURE PAGES TO FOLLOW]


























AMENDED AND RESTATED CREDIT AGREEMENT    72
<PAGE>

                               SIGNATURE PAGE TO
                                CREDIT AGREEMENT
                                  EXECUTED BY
                      TRAMMELL CROW COMPANY, AS BORROWER,
        BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND ISSUING BANK,
                        AND THE LENDERS DEFINED THEREIN


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


                              TRAMMELL CROW COMPANY,
                              a Delaware corporation, AS BORROWER



                              By:  /s/ William P. Leiser
                                  ----------------------------------------------
                                  William P. Leiser
                                  Executive Vice President - Finance & Treasurer


















AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>

                               SIGNATURE PAGE TO
                                CREDIT AGREEMENT
                                  EXECUTED BY
                      TRAMMELL CROW COMPANY, AS BORROWER,
        BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND ISSUING BANK,
                        AND THE LENDERS DEFINED THEREIN



                                          BANK OF AMERICA, N.A.,
                                          AS ADMINISTRATIVE AGENT, ISSUING BANK,
                                          AND A LENDER



                                          By:   /s/ Anthony T. Fertitta, Jr.
                                               ---------------------------------
                                               Anthony T. Fertitta, Jr.
                                               Vice President













AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>

                               SIGNATURE PAGE TO
                                CREDIT AGREEMENT
                                  EXECUTED BY
                      TRAMMELL CROW COMPANY, AS BORROWER,
        BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND ISSUING BANK,
                        AND THE LENDERS DEFINED THEREIN



                                          FLEET NATIONAL BANK
                                          AS A LENDER



                                          By:   /s/ James B. McLaughlin
                                               ---------------------------------
                                               Name:  James B. McLaughlin
                                                    ----------------------------
                                               Title: Director
                                                     ---------------------------
























<PAGE>

                               SIGNATURE PAGE TO
                                CREDIT AGREEMENT
                                  EXECUTED BY
                      TRAMMELL CROW COMPANY, AS BORROWER,
        BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND ISSUING BANK,
                        AND THE LENDERS DEFINED THEREIN



                                          FIRST TENNESSEE BANK, N.A.,
                                          AS A LENDER



                                          By:   /s/ Sam Jenkins
                                               ---------------------------------
                                               Name:  Sam Jenkins
                                                    ----------------------------
                                               Title: Senior Vice President
                                                     ---------------------------

















<PAGE>

                               SIGNATURE PAGE TO
                                CREDIT AGREEMENT
                                  EXECUTED BY
                      TRAMMELL CROW COMPANY, AS BORROWER,
        BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND ISSUING BANK,
                        AND THE LENDERS DEFINED THEREIN



                                          THE BANK OF NOVA SCOTIA,
                                          AS A LENDER



                                          By:   /s/ A. Gilani
                                               ---------------------------------
                                               Name:  A. Gilani
                                                    ----------------------------
                                               Title: Managing Director
                                                     ---------------------------

















<PAGE>

                               SIGNATURE PAGE TO
                                CREDIT AGREEMENT
                                  EXECUTED BY
                      TRAMMELL CROW COMPANY, AS BORROWER,
        BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND ISSUING BANK,
                        AND THE LENDERS DEFINED THEREIN



                                          FIRSTAR BANK, NA.
                                          AS A LENDER



                                          By:   /s/ Timothy B. Kenney
                                               ---------------------------------
                                               Name:  Timothy B. Kenney
                                                    ----------------------------
                                               Title: Vice President
                                                     ---------------------------
















<PAGE>

                               SIGNATURE PAGE TO
                                CREDIT AGREEMENT
                                  EXECUTED BY
                      TRAMMELL CROW COMPANY, AS BORROWER,
        BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND ISSUING BANK,
                        AND THE LENDERS DEFINED THEREIN



                                          LASALLE BANK NATIONAL ASSOCIATION,
                                          AS A LENDER



                                          By:   /s/ Julie Anne-Thick
                                               ---------------------------------
                                               Name:  Julie Anne-Thick
                                                    ----------------------------
                                               Title: Vice President
                                                     ---------------------------
















<PAGE>

                               SIGNATURE PAGE TO
                                CREDIT AGREEMENT
                                  EXECUTED BY
                      TRAMMELL CROW COMPANY, AS BORROWER,
        BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND ISSUING BANK,
                        AND THE LENDERS DEFINED THEREIN



                                          COMERICA BANK TEXAS,
                                          AS A LENDER



                                          By:   /s/ Kevin E. Crayton
                                               ---------------------------------
                                               Name:  Kevin E. Crayton
                                                    ----------------------------
                                               Title: Vice-President
                                                     ---------------------------