<PAGE>
                                                                     EXHIBIT 4.1

                                                         [CONFORMED AS EXECUTED]

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

                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

                                      among

                               NOBLE CORPORATION,

                        NOBLE HOLDING (U.S.) CORPORATION,

                           NOBLE DRILLING CORPORATION,

                          VARIOUS LENDING INSTITUTIONS,

                  WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION

                                       and

                                 SUNTRUST BANK,
                            as Documentation Agents,

                       THE BANK OF TOKYO-MITSUBISHI, LTD.

                                       and

                      WESTDEUTSCHE LANDESBANK GIROZENTRALE,
                                NEW YORK BRANCH,
                              as Syndication Agents

                                       and

                             NORDEA BANK NORGE ASA,
                                NEW YORK BRANCH,
                            as successor by merger to
                      Christiania Bank og Kreditkasse ASA,
                                New York Branch,
                                as Lead Arranger
                            and Administrative Agent

             ------------------------------------------------------

                          Dated as of May 30, 2001 and
                     Amended and Restated as of May 1, 2002

             ------------------------------------------------------

                                  $200,000,000


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



<PAGE>

                                Table of Contents

<TABLE>
<CAPTION>

                                                                                                                Page
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<S>       <C>                                                                                                  <C>
SECTION 1. Amount and Terms of Credit.............................................................................1

         1.01 Commitment..........................................................................................1
         1.02 Minimum Borrowing Amounts, etc......................................................................2
         1.03 Notice of Borrowing.................................................................................2
         1.04 Disbursement of Funds...............................................................................2
         1.05 Notes...............................................................................................3
         1.06 Conversions.........................................................................................3
         1.07 Pro Rata Borrowings.................................................................................4
         1.08 Interest............................................................................................4
         1.09 Interest Periods....................................................................................4
         1.10 Increased Costs, Illegality, etc....................................................................5
         1.11 Compensation........................................................................................7
         1.12 Change of Lending Office; Limitation on Indemnities.................................................8
         1.13 Replacement of Lenders..............................................................................8
         1.14 Increase in Commitments; Additional Loans...........................................................9

SECTION 2. Letters of Credit......................................................................................9

         2.01 Letters of Credit...................................................................................9
         2.02 Minimum Stated Amount..............................................................................11
         2.03 Letter of Credit Requests; Request for Issuance of Letter of Credit................................11
         2.04 Agreement to Repay Letter of Credit Payments.......................................................11
         2.05 Letter of Credit Participations....................................................................12
         2.06 Increased Costs....................................................................................14
         2.07 Indemnities........................................................................................15

SECTION 3. Fees; Commitments.....................................................................................15

         3.01 Fees...............................................................................................15
         3.02 Voluntary Reduction of Commitments.................................................................16
         3.03 Mandatory Adjustments of Commitments, etc..........................................................16

SECTION 4. Payments..............................................................................................16

         4.01 Voluntary Prepayments..............................................................................16
         4.02 Mandatory Repayments...............................................................................17
         4.03 Method and Place of Payment........................................................................18
         4.04 Net Payments.......................................................................................19

SECTION 5. Conditions Precedent..................................................................................21

         5.01 Execution of Agreement.............................................................................21
         5.02 Officer's Certificate..............................................................................21
         5.03 Opinions of Counsel................................................................................21
</TABLE>

                                      (i)
<PAGE>
<TABLE>
<CAPTION>

                                                                                                                Page
                                                                                                                ----
<S>       <C>                                                                                                  <C>
         5.04 Corporate Proceedings..............................................................................21
         5.05 Fees...............................................................................................21
         5.06 Reorganization.....................................................................................21

SECTION 6. Conditions Precedent to All Credit Events.............................................................22

         6.01 No Default; Representations and Warranties.........................................................22
         6.02 Notice of Borrowing; Letter of Credit Request......................................................22

SECTION 7. Representations, Warranties and Agreements............................................................22

         7.01 Corporate Status...................................................................................23
         7.02 Corporate Power and Authority......................................................................23
         7.03 No Violation.......................................................................................23
         7.04 Litigation.........................................................................................23
         7.05 Use of Proceeds; Margin Regulations................................................................24
         7.06 Governmental Approvals.............................................................................24
         7.07 Investment Company Act.............................................................................24
         7.08 Public Utility Holding Company Act.................................................................24
         7.09 True and Complete Disclosure.......................................................................24
         7.10 Financial Condition; Financial Statements..........................................................24
         7.11 Tax Returns and Payments...........................................................................25
         7.12 Compliance with ERISA..............................................................................25
         7.13 Patents, etc.......................................................................................26
         7.14 Pollution and Other Regulations....................................................................26
         7.15 Properties.........................................................................................27
         7.16 Compliance with Statutes, etc......................................................................27
         7.17 Labor Relations....................................................................................27
         7.18 Existing Indebtedness..............................................................................27
         7.19 Controlled Foreign Corporation.....................................................................27
         7.20 Business...........................................................................................27

SECTION 8. Affirmative Covenants.................................................................................27

         8.01 Information Covenants..............................................................................28
         8.02 Books, Records and Inspections.....................................................................29
         8.03 Maintenance of Property; Insurance.................................................................29
         8.04 Payment of Taxes...................................................................................29
         8.05 Consolidated Corporate Franchises..................................................................29
         8.06 Compliance with Statutes, etc......................................................................30
         8.07 Good Repair........................................................................................30
         8.08 End of Fiscal Years; Fiscal Quarters...............................................................30
         8.09 Use of Proceeds....................................................................................30
         8.10 Maintenance of Corporate Existence and Good Standing...............................................30
         8.11 Guarantors.........................................................................................30
         8.12 ERISA..............................................................................................31
</TABLE>


                                      (ii)
<PAGE>
<TABLE>
<CAPTION>

                                                                                                                Page
                                                                                                                ----
<S>       <C>                                                                                                  <C>
SECTION 9. Negative Covenants....................................................................................31

         9.01 Changes in Business; Business......................................................................31
         9.02 Consolidation, Merger, Sale of Assets, etc.........................................................31
         9.03 Indebtedness.......................................................................................31
         9.04 Liens..............................................................................................32
         9.05 Restricted Payments................................................................................33
         9.06 Restrictions on Subsidiaries.......................................................................34
         9.07 Transactions with Affiliates.......................................................................34
         9.08 Interest Coverage Ratio............................................................................34
         9.09 Leverage Ratio.....................................................................................34

SECTION 10. Events of Default....................................................................................35

         10.01 Payments..........................................................................................35
         10.02 Representations, etc..............................................................................35
         10.03 Covenants.........................................................................................35
         10.04 Default Under Other Agreements....................................................................35
         10.05 Bankruptcy, etc...................................................................................35
         10.06 Guaranty..........................................................................................36
         10.07 Judgments.........................................................................................36
         10.08 ERISA.............................................................................................36
         10.09 Change of Control.................................................................................37

SECTION 11. Definitions..........................................................................................37


SECTION 12. The Administrative Agent.............................................................................52

         12.01 Appointment.......................................................................................52
         12.02 Nature of Duties..................................................................................52
         12.03 Lack of Reliance on the Administrative Agent......................................................52
         12.04 Certain Rights of the Administrative Agent........................................................53
         12.05 Reliance..........................................................................................53
         12.06 Indemnification...................................................................................53
         12.07 The Administrative Agent in Its Individual Capacity...............................................53
         12.08 Holders...........................................................................................54
         12.09 Resignation by the Administrative Agent...........................................................54

SECTION 13. Miscellaneous........................................................................................54

         13.01 Payment of Expenses, etc..........................................................................54
         13.02 Right of Setoff...................................................................................56
         13.03 Notices...........................................................................................56
         13.04 Benefit of Agreement..............................................................................56
         13.05 No Waiver; Remedies Cumulative....................................................................58
         13.06 Payments Pro Rata.................................................................................58
         13.07 Calculations; Computations........................................................................59
</TABLE>


                                     (iii)
<PAGE>
<TABLE>
<CAPTION>

                                                                                                                Page
                                                                                                                ----
<S>       <C>                                                                                                  <C>
         13.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL............................59
         13.09 Counterparts......................................................................................60
         13.10 Effectiveness.....................................................................................60
         13.11 Headings Descriptive..............................................................................60
         13.12 Amendment or Waiver...............................................................................60
         13.13 Survival..........................................................................................61
         13.14 Domicile of Loans.................................................................................61
         13.15 Confidentiality...................................................................................61
         13.16 Registry..........................................................................................61

SECTION 14. Parent Guaranty......................................................................................62

         14.01 Guaranty..........................................................................................62
         14.02 Bankruptcy........................................................................................62
         14.03 Nature of Liability...............................................................................62
         14.04 Independent Obligation............................................................................63
         14.05 Authorization.....................................................................................63
         14.06 Reliance..........................................................................................64
         14.07 Subordination.....................................................................................64
         14.08 Waiver............................................................................................64
         14.09 Payment...........................................................................................65
</TABLE>


ANNEX I     --     Commitments
ANNEX II    --     Lender Addresses
ANNEX III   --     Pricing Grid
ANNEX IV    --     Existing Letters of Credit
ANNEX V     --     Existing Indebtedness
ANNEX VI    --     Existing Liens


EXHIBIT A   --     Form of Notice of Borrowing
EXHIBIT B   --     Form of Note
EXHIBIT C   --     Form of Letter of Credit Request
EXHIBIT D   --     Form of Incremental Commitment Agreement
EXHIBIT E   --     Form of Section 4.04(b)(ii) Certificate
EXHIBIT F-1 --     Form of Opinion of Thompson & Knight, P.C.
EXHIBIT F-2 --     Form of Opinion of Maples and Calder
EXHIBIT G   --     Form of Officers' Certificate
EXHIBIT H   --     Form of Guaranty
EXHIBIT I   --     Form of Compliance Certificate
EXHIBIT J   --     Form of Assignment and Assumption Agreement


                                      (iv)

<PAGE>

                  CREDIT AGREEMENT, dated as May 30, 2001 and Amended and
Restated as of May 1, 2002, among NOBLE CORPORATION, a Cayman Islands exempted
company limited by shares ("Parent"), NOBLE HOLDING (U.S.) CORPORATION, a
Delaware corporation ("NHC" and, together with Parent, the "Parent Guarantors"),
NOBLE DRILLING CORPORATION (the "Borrower"), a Delaware corporation, the various
lending institutions listed from time to time on Annex I hereto (each a "Lender"
and, collectively, the "Lenders"), WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION
and SUNTRUST BANK, as Documentation Agents, THE BANK OF TOKYO-MITSUBISHI, LTD.
and WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH, as Syndication Agents
and NORDEA BANK NORGE ASA, NEW YORK BRANCH (as successor by merger to
Christiania Bank og Kreditkasse ASA, New York Branch), as Lead Arranger and
Administrative Agent (the "Administrative Agent"). Unless otherwise defined
herein, all capitalized terms used herein and defined in Section 10 are used
herein as so defined.


                              W I T N E S S E T H:
                              - - - - - - - - - -


                  WHEREAS, the Borrower, the Lenders, the Syndication Agents,
the Documentation Agents and Nordea Bank Norge ASA, New York Branch (as
successor by merger to Christiania Bank og Kreditkasse ASA, New York Branch) as
Lead Arranger and Administrative Agent are parties to the Credit Agreement dated
as of May 30, 2001 (the "Existing Credit Agreement");

                  WHEREAS, the Borrower desires to reorganize its corporate
structure in order that, immediately after giving effect to such reorganization,
the Borrower will be a Wholly Owned Subsidiary of NHC and NHC will be a Wholly
Owned Subsidiary of Parent;

                  WHEREAS, the Lenders are willing to consent to such
reorganization provided that each Parent Guarantor becomes a party to this
Agreement and guarantees all of the Obligations; and

                  WHEREAS, the parties hereto desire to amend and restate the
Existing Credit Agreement in the form of this Agreement to make available to the
Borrower the credit facilities provided for herein;

                  NOW, THEREFORE, it is agreed:

                  SECTION 1. Amount and Terms of Credit.

                  1.01 Commitment. Subject to and upon the terms and conditions
herein set forth, each Lender severally agrees to make a loan or loans (each a
"Loan" and, collectively, the "Loans") under the Facility to the Borrower, which
Loans (i) shall be made at any time and from time to time on and after the
Effective Date and prior to the Maturity Date, (ii) except as hereinafter
provided, may, at the option of the Borrower, be incurred and maintained as,
and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all
Loans made as part of the same Borrowing shall, unless otherwise specifically
provided herein, consist of Loans of the same Type, (iii) may be repaid and
reborrowed in accordance with the provisions hereof, (iv) shall not exceed in
the aggregate for all Lenders at any time outstanding, when combined with



<PAGE>

the Letter of Credit Outstandings at such time (exclusive of Unpaid Drawings
which are repaid with the proceeds of, and simultaneously with the incurrence
of, the respective incurrence of Loans), the Total Commitment and (v) shall not
exceed for any Lender at any time outstanding that aggregate principal amount
which, when combined with the aggregate outstanding principal amount of all
other Loans of such Lender and with such Lender's Percentage of the Letter of
Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the
proceeds of, and simultaneously with the incurrence of, the respective
incurrence of Loans) at such time, equals the Commitment of such Lender at such
time.

                  1.02 Minimum Borrowing Amounts, etc. The aggregate principal
amount of each Borrowing shall not be less than the Minimum Borrowing Amount for
the Loans constituting such Borrowing. More than one Borrowing may be incurred
on any day, provided that at no time shall there be outstanding more than eight
Borrowings of Eurodollar Loans.

                  1.03 Notice of Borrowing. Whenever the Borrower desires to
incur Loans under the Facility, it shall give the Administrative Agent at its
Notice Office, prior to 12:00 Noon (New York time), at least three Business
Days' prior written notice (or telephonic notice promptly confirmed in writing)
of each Borrowing of Eurodollar Loans and at least one Business Day's prior
written notice (or telephonic notice promptly confirmed in writing) of each
Borrowing of Base Rate Loans to be made hereunder. Each such notice (each a
"Notice of Borrowing") shall be in the form of Exhibit A and shall be
irrevocable and shall specify (i) the aggregate principal amount of the Loans to
be made pursuant to such Borrowing, (ii) the date of Borrowing (which shall be a
Business Day) and (iii) whether the respective Borrowing shall consist of Base
Rate Loans or (to the extent permitted) Eurodollar Loans and, if Eurodollar
Loans, the Interest Period to be initially applicable thereto. The
Administrative Agent shall promptly give each Lender written notice (or
telephonic notice promptly confirmed in writing) of each proposed Borrowing, of
such Lender's proportionate share thereof and of the other matters covered by
the Notice of Borrowing.

                  1.04 Disbursement of Funds. (a) No later than 12:00 Noon (New
York time) on the date specified in each Notice of Borrowing, each Lender will
make available its pro rata share of each Borrowing requested to be made on such
date in the manner provided below. All such amounts shall be made available to
the Administrative Agent in Dollars and immediately available funds at the
Payment Office and the Administrative Agent promptly will make available to the
Borrower by depositing to its account at the Payment Office the aggregate of the
amounts so made available in Dollars and immediately available funds. Unless the
Administrative Agent shall have been notified by any Lender prior to the date of
Borrowing that such Lender does not intend to make available to the
Administrative Agent its portion of the Borrowing or Borrowings to be made on
such date, the Administrative Agent may assume that such Lender has made such
amount available to the Administrative Agent on such date of Borrowing, and the
Administrative Agent, in reliance upon such assumption, may (in its sole
discretion and without any obligation to do so) make available to the Borrower a
corresponding amount. If such corresponding amount is not in fact made available
to the Administrative Agent by such Lender and the Administrative Agent has made
available same to the Borrower, the Administrative Agent shall be entitled to
recover such corresponding amount from such Lender. If such Lender does not pay
such corresponding amount forthwith upon the Administrative Agent's demand
therefor, the Administrative Agent shall promptly notify the Borrower, and the



                                      -2-
<PAGE>

Borrower shall (within two Business Days of receiving such demand) pay such
corresponding amount to the Administrative Agent. The Administrative Agent shall
also be entitled to recover on demand from such Lender or the Borrower, as the
case may be, interest on such corresponding amount in respect of each day from
the date such corresponding amount was made available by the Administrative
Agent to the Borrower to the date such corresponding amount is recovered by the
Administrative Agent, at a rate per annum equal to (x) if paid by such Lender,
the overnight Federal Funds Effective Rate or (y) if paid by the Borrower, the
then applicable rate of interest, calculated in accordance with Section 1.08,
for the respective Loans.

                  (b) Nothing herein shall be deemed to relieve any Lender from
its obligation to fulfill its commitments hereunder or to prejudice any rights
which the Borrower may have against any Lender as a result of any default by
such Lender hereunder.

                  1.05 Notes. (a) The Borrower's obligation to pay the principal
of, and interest on, the Loans made to it by each Lender shall be evidenced in
the Register maintained by the Administrative Agent pursuant to Section 13.16,
and shall, if requested by such Lender, also be evidenced by a promissory note
substantially in the form of Exhibit B with blanks appropriately completed in
conformity herewith (each a "Note" and, collectively, the "Notes").

                  (b) The Note issued to each Lender shall (i) be executed by
the Borrower, (ii) be payable to the order of such Lender and be dated the
Effective Date or, if issued after the Effective Date, be dated the date of
issuance thereof, (iii) be in a stated principal amount equal to the Commitment
of such Lender on such date and be payable in the outstanding principal amount
of the Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear
interest as provided in the appropriate clause of Section 1.08 in respect of the
outstanding Base Rate Loans and Eurodollar Loans, as the case may be, evidenced
thereby, (vi) be subject to mandatory repayment as provided in Section 4.02 and
(vii) be entitled to the benefits of this Agreement and the other Credit
Documents.

                  (c) Each Lender will note on its internal records the amount
of each Loan made by it and each payment in respect thereof and will, prior to
any transfer of any of its Notes, endorse on the reverse side thereof the
outstanding principal amount of Loans evidenced thereby. Failure to make any
such notation or any error in such notation shall not affect the Borrower's
obligations in respect of such Loans.

                  1.06 Conversions. The Borrower shall have the option to
convert on any Business Day all or a portion at least equal to the applicable
Minimum Borrowing Amount of the outstanding principal amount of Loans into a
Borrowing or Borrowings of another Type of Loan, provided that (i) except as
otherwise provided in Section 1.10(b), Eurodollar Loans may be converted into
Base Rate Loans only on the last day of an Interest Period applicable thereto
and no partial conversion of a Borrowing of Eurodollar Loans shall reduce the
outstanding principal amount of the Eurodollar Loans made pursuant to such
Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii) no
Base Rate Loans may be converted into Eurodollar Loans at any time when a
Specified Default is in existence on the date of the conversion if the
Administrative Agent or the Required Lenders have determined that such a
conversion would be disadvantageous to the Lenders and (iii) Borrowings of
Eurodollar Loans resulting from this Section 1.06 shall be subject to the
limitations of Section 1.02. Each such conversion shall be


                                      -3-
<PAGE>

effected by the Borrower giving the Administrative Agent at its Notice Office,
prior to 12:00 Noon (New York time), at least three Business Days' (or one
Business Day's, in the case of a conversion into Base Rate Loans) prior written
notice (or telephonic notice promptly confirmed in writing) (each a "Notice of
Conversion") specifying the Loans to be so converted, the Type of Loans to be
converted into and, if to be converted into a Borrowing of Eurodollar Loans, the
Interest Period to be initially applicable thereto. The Administrative Agent
shall give prompt notice of any such proposed conversion to each Lender with
Loans affected thereby.

                  1.07 Pro Rata Borrowings. All Loans under this Agreement shall
be made by the Lenders pro rata on the basis of their Commitments. It is
understood that no Lender shall be responsible for any default by any other
Lender in its obligation to make Loans hereunder and that each Lender shall be
obligated to make the Loans provided to be made by it hereunder, regardless of
the failure of any other Lender to fulfill its commitments hereunder.

                  1.08 Interest. (a) The unpaid principal amount of each Base
Rate Loan shall bear interest from the date of the Borrowing thereof until
maturity (whether by acceleration or otherwise) at a rate per annum which shall
at all times be the Base Rate in effect from time to time.

                  (b) The unpaid principal amount of each Eurodollar Loan shall
bear interest from the date of the Borrowing thereof until maturity (whether by
acceleration or otherwise) at a rate per annum which shall at all times be the
Eurodollar Rate plus the Applicable Eurodollar Margin.

                  (c) All overdue principal and, to the extent permitted by law,
overdue interest in respect of each Loan and any other overdue amount payable
hereunder shall bear interest at a rate per annum equal to 2% per annum in
excess of the rate otherwise applicable to such Loans from time to time (or, if
such amounts do not relate to a specific Loan, 2% in excess of the Base Rate as
in effect from time to time), with such interest payable on demand.

                  (d) Interest shall accrue from and including the date of any
Borrowing to but excluding the date of any repayment thereof and shall be
payable (i) in respect of each Base Rate Loan, quarterly in arrears on the last
Business Day of each March, June, September and December, (ii) in respect of
each Eurodollar Loan, on the last day of each Interest Period applicable thereto
and, in the case of an Interest Period in excess of three months, on each date
occurring at three month intervals after the first day of such Interest Period,
(iii) in respect of each Eurodollar Loan, on any prepayment or conversion (on
the amount prepaid or converted) and (iv) in respect of each Loan, at maturity
(whether by acceleration or otherwise) and, after such maturity, on demand.

                  (e) All computations of interest hereunder shall be made in
accordance with Section 13.07(b).

                  (f) The Administrative Agent, upon determining the interest
rate for any Borrowing of Eurodollar Loans for any Interest Period, shall
promptly notify the Borrower and the Lenders thereof.

                  1.09 Interest Periods. (a) At the time the Borrower gives a
Notice of Borrowing or Notice of Conversion in respect of the making of, or
conversion into, a Borrowing of


                                      -4-
<PAGE>

Eurodollar Loans (in the case of the initial Interest Period applicable thereto)
or on the third Business Day prior to the expiration of an Interest Period
applicable to an outstanding Borrowing of Eurodollar Loans (in the case of any
subsequent Interest Period), the Borrower shall have the right to elect, by
giving the Administrative Agent written notice (or telephonic notice promptly
confirmed in writing) thereof, the interest period (each, an "Interest Period")
applicable to such Borrowing of Eurodollar Loans, which Interest Period shall,
at the option of the Borrower, be a one, two, three, six or, with the consent of
each Lender, twelve month period. Notwithstanding anything to the contrary
contained above:

                  (i) the initial Interest Period for any Borrowing of
         Eurodollar Loans shall commence on the date of such Borrowing
         (including the date of any conversion from a Borrowing of Base Rate
         Loans) and each Interest Period occurring thereafter in respect of such
         Borrowing shall commence on the day on which the immediately preceding
         Interest Period expires;

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

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

                  (iv) no Interest Period shall extend beyond the Maturity Date;
         and

                  (v) no Interest Period may be elected at any time when a
         Specified Default is then in existence if the Administrative Agent or
         the Required Lenders have determined that such an election at such time
         would be disadvantageous to the Lenders.

                  (b) If upon the expiration of any Interest Period, the
Borrower has failed to (or may not) elect a new Interest Period to be applicable
to the respective Borrowing of Eurodollar Loans as provided above, the Borrower
shall be deemed to have elected to convert such Borrowing into a Borrowing of
Base Rate Loans effective as of the expiration date of such current Interest
Period.

                  1.10 Increased Costs, Illegality, etc. (a) In the event that
(x) in the case of clause (i) below, the Administrative Agent or (y) in the case
of clauses (ii) and (iii) below, any Lender shall have determined (which
determination shall, absent demonstrable error, be final and conclusive and
binding upon all parties hereto):

                  (i) on any date for determining the Eurodollar Rate for any
         Interest Period that, by reason of any changes arising after the date
         of this Agreement affecting the interbank Eurodollar market, adequate
         and fair means do not exist for ascertaining the applicable interest
         rate on the basis provided for in the definition of Eurodollar Rate; or




                                      -5-
<PAGE>


                  (ii) at any time, that such Lender shall incur actual
         increased costs or reductions in the amounts received or receivable
         hereunder with respect to any Eurodollar Loans because of (x) any
         change since the date of this Agreement in any applicable law,
         governmental rule, regulation, guideline or order (whether or not
         having the force of law) or in the interpretation or administration
         thereof and including the introduction of any new law or governmental
         rule, regulation, guideline or order (such as, for example, but not
         limited to: (A) without duplication of any amounts payable under
         Section 4.04(a), a change in the basis of taxation or payment to any
         Lender of the principal of or interest on such Eurodollar Loans or any
         other amounts payable hereunder (except for changes with respect to any
         tax imposed on, or determined by reference to, the net income or net
         profits of such Lender pursuant to the laws of the United States, the
         jurisdiction in which such Lender is organized or in which such
         Lender's principal office or applicable lending office is located or
         any subdivision thereof or therein), or (B) a change in official
         reserve requirements, but, in all events, excluding reserves required
         under Regulation D to the extent included in the computation of the
         Eurodollar Rate) and/or (y) other circumstances occurring after the
         date of this Agreement and affecting the interbank Eurodollar market;
         or

                  (iii) at any time since the date of this Agreement, that the
         making or continuance of any Eurodollar Loan has become unlawful by
         compliance by such Lender in good faith with any law, governmental
         rule, regulation, guideline or order (or would conflict with any such
         governmental rule, regulation, guideline, request or order not having
         the force of law but with which such Lender customarily complies even
         though the failure to comply therewith would not be unlawful), or has
         become impracticable as a result of a contingency occurring after the
         date of this Agreement which materially and adversely affects the
         interbank Eurodollar market;

then, and in any such event, such Lender (or the Administrative Agent in the
case of clause (i) above) shall (x) on such date and (y) within ten Business
Days of the date on which such event no longer exists, give notice (by telephone
confirmed in writing) to the Borrower and to the Administrative Agent of such
determination (which notice the Administrative Agent shall promptly transmit to
each of the other Lenders). Thereafter (x) in the case of clause (i) above,
Eurodollar Loans shall no longer be available until such time as the
Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice by the Administrative Agent no longer
exist, and any Notice of Borrowing or Notice of Conversion given by the Borrower
with respect to Eurodollar Loans which have not yet been incurred shall be
deemed rescinded by the Borrower, (y) in the case of clause (ii) above, the
Borrower shall, subject to Section 1.12(b) (to the extent applicable), pay to
such Lender, upon written demand therefor, such additional 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 shall be
required to compensate such Lender for such increased costs or reductions in
amounts receivable hereunder (a written notice as to the additional amounts owed
to such Lender, showing the basis for the calculation thereof, submitted to the
Borrower by such Lender shall, absent demonstrable error, be final and
conclusive and binding upon all parties hereto) and (z) in the case of clause
(iii) above, the Borrower shall take one of the actions specified in Section
1.10(b) as promptly as possible and, in any event, within the time period
required by law.


                                      -6-
<PAGE>


                  (b) At any time that any Eurodollar Loan is affected by the
circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may (and
in the case of a Eurodollar Loan affected pursuant to Section 1.10(a)(iii), the
Borrower shall) either (i) if the affected Eurodollar Loan is then being made
pursuant to a Borrowing, cancel said Borrowing by giving the Administrative
Agent telephonic notice (confirmed promptly in writing) thereof on the same date
that the Borrower was notified by a Lender pursuant to Section 1.10(a)(ii) or
(iii), or (ii) if the affected Eurodollar Loan is then outstanding, upon at
least three Business Days' notice to the Administrative Agent, require the
affected Lender to convert each such Eurodollar Loan into a Base Rate Loan,
provided that if more than one Lender is affected at any time, then all affected
Lenders must be treated the same pursuant to this Section 1.10(b).

                  (c) If any Lender shall have determined that after the date of
this Agreement, the adoption or effectiveness of any applicable law, rule or
regulation regarding capital adequacy, or any change therein, or any change in
the interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by such Lender with any request or
directive regarding capital adequacy (whether or not having the force of law but
with which such Lender customarily complies even though the failure to comply
therewith would not be unlawful) of any such authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return
on such Lender's capital or assets as a consequence of its commitments or
obligations hereunder to a level below that which such Lender could have
achieved but for such adoption, effectiveness, change or compliance (taking into
consideration such Lender's policies with respect to capital adequacy), then
from time to time, within 15 days after demand by such Lender (with a copy to
the Administrative Agent), the Borrower shall, subject to Section 1.12(b) (to
the extent applicable), pay to such Lender such additional amount or amounts as
will compensate such Lender for such reduction. Each Lender, upon determining in
good faith that any additional amounts will be payable pursuant to this Section
1.10(c), will give prompt written notice thereof to the Borrower, which notice
shall set forth the basis of the calculation of such additional amounts,
although the failure to give any such notice shall not release or diminish any
of the Borrower's obligations to pay additional amounts pursuant to this Section
1.10(c) upon the subsequent receipt of such notice.

                  1.11 Compensation. The Borrower shall compensate each Lender,
upon its written request (which request shall set forth the basis for requesting
such compensation), for all reasonable losses, expenses and liabilities
(including, without limitation, any loss, expense or liability incurred by
reason of the liquidation or reemployment of deposits or other funds required by
such Lender to fund its Eurodollar Loans but excluding in any event the loss of
anticipated profits) which such Lender may sustain: (i) if for any reason (other
than a default by such Lender or the Administrative Agent) a Borrowing of
Eurodollar Loans does not occur on a date specified therefor in a Notice of
Borrowing or Notice of Conversion (whether or not withdrawn by the Borrower or
deemed withdrawn pursuant to Section 1.10(a)); (ii) if any prepayment, repayment
or conversion of any of its Eurodollar Loans occurs on a date which is not the
last day of an Interest Period applicable thereto; (iii) if any prepayment of
any of its Eurodollar Loans is not made on any date specified in a notice of
prepayment given by the Borrower; or (iv) as a consequence of (x) any other
default by the Borrower to repay its Eurodollar Loans when required by the terms
of this Agreement or (y) an election made pursuant to Section 1.10(b) or 1.14. A
Lender's basis for requesting compensation pursuant to this


                                      -7-
<PAGE>

Section 1.11 and a Lender's calculation of the amount thereof, shall, absent
demonstrable error, be final and conclusive and binding on all parties hereto.

                  1.12 Change of Lending Office; Limitation on Indemnities. (a)
Each Lender agrees that, upon the occurrence of any event giving rise to the
operation of Section 1.10(a)(ii) or (iii), 1.10(c), 2.06 or 4.04 with respect to
such Lender, it will, if requested by the Borrower, use reasonable efforts
(subject to overall policy considerations of such Lender) to designate another
lending office for any Loan, Letters of Credit or Commitments affected by such
event, provided that such designation is made on such terms that such Lender and
its lending office suffer no economic, legal or regulatory disadvantage, with
the object of avoiding the consequence of the event giving rise to the operation
of any such Section. Nothing in this Section 1.12 shall affect or postpone any
of the obligations of the Borrower or the right of any Lender provided in
Section 1.10, 2.06 or 4.04.

                  (b) Notwithstanding anything in this Agreement to the
contrary, to the extent any notice required by Section 1.10, 2.06 or 4.04 is
given by any Lender more than 90 days after such Lender obtained, or reasonably
should have obtained, knowledge of the occurrence of the event giving rise to
the additional costs of the type described in such Section, such Lender shall
not be entitled to compensation under Section 1.10, 2.06 or 4.04 for any amounts
incurred or accruing prior to the date which is 90 days prior to the giving of
such notice to the Borrower.

                  1.13 Replacement of Lenders. (x) Upon the occurrence of any
event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section
1.10(c), Section 2.06 or Section 4.04 with respect to any Lender which results
in such Lender charging to the Borrower increased costs in excess of those being
charged by the other Lenders or becoming incapable of making Eurodollar Loans,
(y) if a Lender becomes a Defaulting Lender and/or (z) as provided in Section
13.12(b), in the case of a refusal by a Lender to consent to a proposed change,
waiver, discharge or termination with respect to this Agreement which has been
approved by the Required Lenders, the Borrower shall have the right, if no
Default or Event of Default then exists, to replace such Lender (the "Replaced
Lender") with one or more other Eligible Transferee or Transferees reasonably
acceptable to the Administrative Agent, none of which Transferees shall
constitute a Defaulting Lender at the time of such replacement (collectively,
the "Replacement Lender"), provided that (i) at the time of any replacement
pursuant to this Section 1.13, the Replacement Lender shall enter into one or
more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with
all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement
Lender) pursuant to which the Replacement Lender shall acquire all of the
Commitments and outstanding Loans of, and in each case participations in Letters
of Credit by, the Replaced Lender and, in connection therewith, shall pay to (x)
the Replaced Lender in respect thereof an amount equal to the sum of (A) an
amount equal to the principal of, and all accrued interest on, all outstanding
Loans of the Replaced Lender, (B) an amount equal to all Unpaid Drawings that
have been funded by (and not reimbursed to) such Replaced Lender, together with
all then unpaid interest with respect thereto at such time and (C) an amount
equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender
pursuant to Section 3.01, and (y) the Letter of Credit Issuer an amount equal to
such Replaced Lender's Percentage of any Unpaid Drawing (which at such time
remains an Unpaid Drawing) to the extent such amount was not theretofore funded
by such Replaced Lender, and (ii) all obligations of the Borrower owing to the
Replaced Lender (other than those specifically described in clause (i)


                                      -8-
<PAGE>

above in respect of which the assignment purchase price has been, or is
concurrently being, paid) shall be paid in full to such Replaced Lender
concurrently with such replacement. Upon the execution of the respective
Assignment and Assumption Agreements, the payment of amounts referred to in
clauses (i) and (ii) above and, if so requested by the Replacement Lender,
delivery to the Replacement Lender of a Note executed by the Borrower, the
Replacement Lender shall become a Lender hereunder and the Replaced Lender shall
cease to constitute a Lender hereunder, except with respect to indemnification
provisions applicable to the Replaced Lender under this Agreement, which shall
survive as to such Replaced Lender.

                  1.14 Increase in Commitments; Additional Loans. (a) The
Borrower shall have the right at any time, so long as no Default or Event of
Default then exists or would result therefrom, to incur from one or more
existing Lenders and/or other Persons qualifying as Eligible Transferees and
which, in each case, agree to extend such commitments and make such loans to the
Borrower, additional loans and commitments to make loans in an aggregate
principal amount not to exceed $200,000,000, which commitments and loans shall
be incurred as additional Commitments and Loans (collectively, the "Additional
Loans").

                  (b) In the event that the Borrower desires to incur Additional
Loans, it will (x) enter into Incremental Commitment Agreements substantially in
the form of Exhibit D (appropriately completed) with the lenders providing such
Additional Loans (who shall by execution thereof become Lenders hereunder if not
already Lenders) and (y) provide for the issuance of promissory notes to
evidence the Additional Loans if requested by the Lenders advancing Additional
Loans (which notes shall constitute Notes for purposes of this Agreement). The
effectiveness of such Additional Loans shall occur upon (i) delivery of such
Incremental Commitment Agreement(s) to the Administrative Agent, (ii) the
payment to the Administrative Agent by the Borrower (or, to the extent agreed to
by the Borrower and the respective Lender, by such respective Lender) of a
non-refundable fee of $3,500 for each Eligible Transferee which becomes a Lender
pursuant to this Section 1.14 and (iii) delivery to the Administrative Agent of
an opinion, in form and substance reasonably satisfactory to the Administrative
Agent, from counsel to the Borrower, dated such date, covering such of the
matters set forth in the opinions of counsel delivered to the Administrative
Agent on the Initial Borrowing Date pursuant to Section 5.03 as may be
reasonably requested by the Administrative Agent, and such other matters as the
Administrative Agent may reasonably request. The Administrative Agent shall
promptly notify each Lender as to the effectiveness of Additional Loans, and at
such time Annex I shall be deemed modified to reflect the additional Commitments
incurred pursuant thereto. No consent of any Lender (other than any Lender
making Additional Loans) is required to permit the Loans contemplated by this
Section 1.14 or the aforesaid amendment to effectuate the Additional Loans.

                  SECTION 2. Letters of Credit.

                  2.01 Letters of Credit. (a) Subject to and upon the terms and
conditions herein set forth, the Borrower may request the Letter of Credit
Issuer to issue, at any time and from time to time on and after the Effective
Date and prior to the Maturity Date, and subject to and upon the terms and
conditions herein set forth, the Letter of Credit Issuer agrees to issue from
time to time, (x) for the account of the Borrower and for the benefit of any
holder (or any trustee, agent or other similar representative for any such
holders) of L/C Supportable Obligations of the


                                      -9-
<PAGE>

Borrower or any of its Subsidiaries and, to the extent permitted by Section
2.01(b) and, subject to the issuance policies of the respective Letter of Credit
Issuer, Affiliates (it being agreed that in no event shall the aggregate Letter
of Credit Outstandings attributable to Letters of Credit issued in support of
obligations of Affiliates of the Borrower exceed $12,500,000 at any time), an
irrevocable standby letter of credit, in a form customarily used by the Letter
of Credit Issuer or in such other form as has been approved by the Letter of
Credit Issuer (each such standby letter of credit, a "Standby Letter of Credit")
in support of such L/C Supportable Obligations and/or (y) for the account of the
Borrower and for the benefit of sellers of goods or materials to the Borrower or
any of its Subsidiaries, an irrevocable sight documentary letter of credit in a
form customarily used by the Letter of Credit Issuer or in such other form as
has been approved by the Letter of Credit Issuer (each such documentary letter
of credit, a "Trade Letter of Credit", and each such Trade Letter of Credit and
each Standby Letter of Credit, a "Letter of Credit") in support of commercial
transactions of the Borrower and its Subsidiaries. All Letters of Credit issued
hereunder shall, unless otherwise requested by the Borrower, be denominated in
Dollars. The Borrower may request that any Letter of Credit issued hereunder be
issued in a currency other than Dollars which is acceptable to the respective
Letter of Credit Issuer; provided that, for purposes of calculating the Letter
of Credit Outstandings at any time, the Letter of Credit Outstandings
attributable to all Letters of Credit issued in currencies other than Dollars
shall be determined on the basis of the Dollar Equivalent of the face amount of
each such Letter of Credit as determined on the date of issuance thereof, in
each case subject to adjustment on the last day of each calendar month according
to the then Dollar Equivalent of the face amount of each such Letter of Credit
on such date.

                  (b) Notwithstanding the foregoing, (i) no Letter of Credit
shall be issued, the Stated Amount of which, when added to the Letter of Credit
Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and
prior to the issuance of, the respective Letter of Credit) at such time, would
exceed $50,000,000; provided that in no event shall more than $12,500,000 in
aggregate Face Amount of Letters of Credit outstanding at any time be issued to
support obligations of Affiliates (who are not also Subsidiaries) of the
Borrower, and (ii) each Letter of Credit shall have an expiry date occurring not
later than one year after such Letter of Credit's date of issuance although any
Letter of Credit may be extendible for successive periods of up to 12 months,
but not beyond the Business Day immediately preceding the Maturity Date, on
terms acceptable to the Letter of Credit Issuer and in no event shall any Letter
of Credit have an expiry date occurring later than the Business Day immediately
preceding the Maturity Date.

                  (c) Notwithstanding the foregoing, no Letter of Credit Issuer
shall be under any obligation to issue any Letter of Credit if at the time of
such issuance (i) any order, judgment or decree of any governmental authority or
arbitrator shall purport by its terms to enjoin or restrain such Letter of
Credit Issuer from issuing such Letter of Credit (whether or not having the
force of law) or (ii) a Lender Default exists, unless the respective Letter of
Credit Issuer has entered into arrangements satisfactory to it and the Borrower
to eliminate the Letter of Credit Issuer's risk with respect to the
participation in Letters of Credit of any Defaulting Lender, including by cash
collateralizing any such Defaulting Lender's Percentage of the Letter of Credit
Outstandings.

                  (d) In addition to any Letters of Credit issued pursuant to
the preceding provisions of this Section 2.01, on the Initial Borrowing Date,
the letters of credit described in


                                      -10-
<PAGE>

Annex IV shall be assumed as Letters of Credit hereunder and shall constitute
Letter of Credit Outstandings in accordance with the provisions hereof, and such
Letters of Credit shall be subject to the following provisions of this Section 2
(other than Section 2.03) and the other provisions of this Agreement to the same
extent as if such Letters of Credit had originally been issued hereunder.

                  2.02 Minimum Stated Amount. The initial Stated Amount of each
Letter of Credit shall be not less than $50,000 or such lesser amount reasonably
acceptable to the Letter of Credit Issuer.

                  2.03 Letter of Credit Requests; Request for Issuance of Letter
of Credit. (a) Whenever it desires that a Letter of Credit be issued, the
Borrower shall give the Letter of Credit Issuer written notice (including by way
of telecopier), or electronic notice actually received, in the form of Exhibit C
prior to 2:00 P.M. (New York time) at least three Business Days (or such shorter
period as may be acceptable to the Letter of Credit Issuer) prior to the
proposed date of issuance (which shall be a Business Day) (each a "Letter of
Credit Request"), with a copy to the Administrative Agent, which Letter of
Credit Request shall include any documents that the Letter of Credit Issuer
customarily requires in connection therewith. The Administrative Agent shall
promptly notify each Lender of each Letter of Credit Request.

                  (b) The Letter of Credit Issuer shall, on the date of each
issuance of a Letter of Credit by it, give each Lender and the Borrower written
notice of the issuance of such Letter of Credit.

                  (c) Each Letter of Credit Issuer (other than the
Administrative Agent in its capacity as a Letter of Credit Issuer) shall,
promptly upon issuance of any Letter of Credit issued pursuant to this Section
2, provide notification of such issuance to the Administrative Agent, and shall
promptly thereafter deliver to the Administrative Agent a copy of such Letter of
Credit in the form so issued.

                  2.04 Agreement to Repay Letter of Credit Payments. (a) The
Borrower hereby agrees to reimburse the Letter of Credit Issuer, by making
payment to the Administrative Agent at the Payment Office, for any payment or
disbursement made by the Letter of Credit Issuer under any Letter of Credit,
which amount, in the case of any Letter of Credit denominated in a currency
other than Dollars, shall be the Dollar Equivalent of any such payment
calculated as of the date of such payment or disbursement by the respective
Letter of Credit Issuer (or, if greater, the date of such payment to the
Administrative Agent) (each such amount so paid or disbursed until reimbursed,
an "Unpaid Drawing") promptly on the date on which the Borrower is notified by
the Letter of Credit Issuer of such payment or disbursement, with interest on
the amount so paid or disbursed by the Letter of Credit Issuer, to the extent
not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or
disbursement, from and including the date paid or disbursed to but not including
the date the Letter of Credit Issuer is reimbursed therefor at a rate per annum
which shall be the Base Rate as in effect from time to time (plus an additional
2% per annum if not reimbursed by the third Business Day after the date of such
notice of payment or disbursement), such interest also to be payable on demand.
Upon any draft or other demand for payment under any Letter of Credit, the
respective Letter of Credit Issuer shall promptly provide notice thereof to the
Administrative Agent, whereupon the Borrower shall be


                                      -11-
<PAGE>

automatically deemed to have requested a Borrowing of Base Rate Loans to be made
on the later of (i) the first date upon which a Borrowing may be made in
accordance with Section 1.03 (with the giving of notice to the Administrative
Agent by the respective Letter of Credit Issuer being deemed for this purpose to
be a Notice of Borrowing of Base Rate Loans) and (ii) the date such draft or
demand is to be paid by the respective Letter of Credit Issuer, with such
Borrowing to be in an amount equal to such draft or demand (with such amount, in
the case of Letters of Credit denominated in a currency other than Dollars, to
be determined in accordance with the foregoing provisions of this Section
2.04(a)). If all conditions precedent to such Borrowing are satisfied as of the
date on which such Borrowing is to be made in accordance with the preceding
sentence, the Lenders shall make available to the Administrative Agent their
respective portions of such Borrowing in accordance with Section 1.04 on such
date, and the proceeds of such Loans shall promptly thereafter be distributed by
the Administrative Agent to the respective Letter of Credit Issuer to be applied
to the extent of the proceeds thereof to reimburse such Unpaid Drawing.

                  (b) The Borrower's obligation under this Section 2.04 to
reimburse the Letter of Credit Issuer with respect to Unpaid Drawings
(including, in each case, interest thereon) shall be absolute and unconditional
under any and all circumstances and irrespective of any setoff, counterclaim or
defense to payment which the Borrower may have or have had against the Letter of
Credit Issuer, the Administrative Agent or any Lender, including, without
limitation, any defense based upon the failure of any drawing under a Letter of
Credit to conform to the terms of the Letter of Credit (other than the failure
of the Letter of Credit Issuer to determine that any documents required to be
delivered under such Letter of Credit have been delivered and that they
substantially comply on their face with the requirements of the Letter of
Credit) or any non-application or misapplication by the beneficiary of the
proceeds of such drawing; provided, however, that the Borrower shall not be
obligated to reimburse the Letter of Credit Issuer for any wrongful payment made
by the Letter of Credit Issuer under a Letter of Credit as a result of acts or
omissions constituting willful misconduct or gross negligence on the part of the
Letter of Credit Issuer.

                  2.05 Letter of Credit Participations. (a) Immediately upon the
issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter of
Credit Issuer shall be deemed to have sold and transferred to each other Lender,
and each such Lender (each a "Participant") shall be deemed irrevocably and
unconditionally to have purchased and received from the Letter of Credit Issuer,
without recourse or warranty, an undivided interest and participation, to the
extent of such Lender's Percentage, in such Letter of Credit, each substitute
letter of credit, each drawing made thereunder and the obligations of the
Borrower under this Agreement with respect thereto (although the Letter of
Credit Fee shall be payable directly to the Administrative Agent for the account
of the Lenders as provided in Section 3.01(b) and the Participants shall have no
right to receive any portion of any Facing Fees) and any security therefor or
guaranty pertaining thereto. Upon any change in the Commitments or Percentages
of the Lenders pursuant to Section 13.04(b) or upon a Lender Default, it is
hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid
Drawings, there shall be an automatic adjustment to the participations pursuant
to this Section 2.05 to reflect the new Percentages of the assigning and
assignee Lender or of all Lenders, as the case may be.

                  (b) In determining whether to pay under any Letter of Credit,
the Letter of Credit Issuer shall not have any obligation relative to the
Participants other than to determine that any


                                      -12-
<PAGE>

documents required to be delivered under such Letter of Credit have been
delivered and that they substantially comply on their face with the requirements
of such Letter of Credit. Any action taken or omitted to be taken by the Letter
of Credit Issuer under or in connection with any Letter of Credit, if taken or
omitted in the absence of gross negligence or willful misconduct shall not
create for the Letter of Credit Issuer any resulting liability to the
Participants.

                  (c) In the event that the Letter of Credit Issuer makes any
payment under any Letter of Credit and the Borrower shall not have reimbursed
such amount in full to the Letter of Credit Issuer pursuant to Section 2.04(a),
the Letter of Credit Issuer shall promptly notify the Administrative Agent, and
the Administrative Agent shall promptly notify each Participant of such failure,
and each Participant shall promptly and unconditionally pay to the
Administrative Agent for the account of the Letter of Credit Issuer, the amount
of such Participant's Percentage of such payment in Dollars and in same day
funds; provided, however, that no Participant shall be obligated to pay to the
Administrative Agent its Percentage of such unreimbursed amount for any wrongful
payment made by the Letter of Credit Issuer under a Letter of Credit as a result
of acts or omissions constituting willful misconduct or gross negligence on the
part of the Letter of Credit Issuer. If the Administrative Agent so notifies any
Participant required to fund an Unpaid Drawing under a Letter of Credit prior to
12:00 Noon (New York time) on any Business Day, such Participant shall make
available to the Administrative Agent for the account of the Letter of Credit
Issuer such Participant's Percentage of the amount of such payment on such
Business Day in same day funds. If and to the extent such Participant shall not
have so made its Percentage of the amount of such Unpaid Drawing available to
the Administrative Agent for the account of the Letter of Credit Issuer, such
Participant agrees to pay to the Administrative Agent for the account of the
Letter of Credit Issuer, forthwith on demand such amount, together with interest
thereon, for each day from such date until the date such amount is paid to the
Administrative Agent for the account of the Letter of Credit Issuer at the
overnight Federal Funds Effective Rate. The failure of any Participant to make
available to the Administrative Agent for the account of the Letter of Credit
Issuer its Percentage of any Unpaid Drawing under any Letter of Credit shall not
relieve any other Participant of its obligation hereunder to make available to
the Administrative Agent for the account of the Letter of Credit Issuer its
Percentage of any payment under any Letter of Credit on the date required, as
specified above, but no Participant shall be responsible for the failure of any
other Participant to make available to the Administrative Agent for the account
of the Letter of Credit Issuer such other Participant's Percentage of any such
payment.

                  (d) Whenever the Letter of Credit Issuer receives a payment of
a reimbursement obligation as to which the Administrative Agent has received for
the account of the Letter of Credit Issuer any payments from the Participants
pursuant to clause (c) above, the Letter of Credit Issuer shall pay to the
Administrative Agent and the Administrative Agent shall promptly pay to each
Participant which has paid its Percentage thereof, in Dollars and in same day
funds, an amount equal to such Participant's Percentage of the principal amount
thereof and interest thereon accruing at the overnight Federal Funds Effective
Rate after the purchase of the respective participations.

                  (e) The obligations of the Participants to make payments to
the Administrative Agent for the account of the Letter of Credit Issuer with
respect to Letters of Credit shall be irrevocable and not subject to
counterclaim, set-off or other defense or any other qualification or exception
whatsoever (provided that no Participant shall be required to make payments
resulting


                                      -13-
<PAGE>

from the Letter of Credit Issuer's gross negligence or willful misconduct) and
shall be made in accordance with the terms and conditions of this Agreement
under all circumstances, including, without limitation, any of the following
circumstances:

                  (i) any lack of validity or enforceability of this Agreement
         or any of the other Credit Documents;

                  (ii) the existence of any claim, set-off, defense or other
         right which the Borrower may have at any time against a beneficiary
         named in a Letter of Credit, any transferee of any Letter of Credit (or
         any Person for whom any such transferee may be acting), the
         Administrative Agent, the Letter of Credit Issuer, any Lender or other
         Person, whether in connection with this Agreement, any Letter of
         Credit, the transactions contemplated herein or any unrelated
         transactions (including any underlying transaction between the Borrower
         and the beneficiary named in any such Letter of Credit);

                  (iii) any draft, certificate or other document presented under
         the Letter of Credit proving to be forged, fraudulent, or invalid in
         any respect or any statement therein being untrue or inaccurate in any
         respect;

                  (iv) the surrender or impairment of any security for the
         performance or observance of any of the terms of any of the Credit
         Documents; or

                  (v) the occurrence of any Default or Event of Default.

                  2.06 Increased Costs. If at any time after the date of the
Agreement, the adoption or effectiveness of any applicable law, rule or
regulation, or any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by the Letter of Credit Issuer or any Lender with any request or directive
(whether or not having the force of law but with which such Lender customarily
complies even though the failure to comply therewith would not be unlawful) by
any such authority, central bank or comparable agency shall either (i) impose,
modify or make applicable any reserve, deposit, capital adequacy or similar
requirement against Letters of Credit issued by the Letter of Credit Issuer or
such Lender's participation therein, or (ii) shall impose on the Letter of
Credit Issuer or any Lender any other conditions affecting this Agreement, any
Letter of Credit or such Lender's participation therein; and the result of any
of the foregoing is to increase the cost to the Letter of Credit Issuer or such
Lender of issuing, maintaining or participating in any Letter of Credit, or to
reduce the amount of any sum received or receivable by the Letter of Credit
Issuer or such Lender hereunder (other than any increased cost or reduction in
the amount received or receivable resulting from the imposition of or a change
in the rate or basis of taxes or similar charges), then, upon demand to the
Borrower by the Letter of Credit Issuer or such Lender (a copy of which notice
shall be sent by the Letter of Credit Issuer or such Lender to the
Administrative Agent), the Borrower shall, subject to Section 1.12(b) (to the
extent applicable), pay to the Letter of Credit Issuer or such Lender such
additional amount or amounts as will compensate the Letter of Credit Issuer or
such Lender for such increased cost or reduction. A certificate submitted to the
Borrower by the Letter of Credit Issuer or such Lender, as the case may be (a
copy of which certificate shall be sent by the Letter of Credit Issuer or such
Lender to the Administrative Agent), setting forth the


                                      -14-
<PAGE>

basis for the determination of such additional amount or amounts necessary to
compensate the Letter of Credit Issuer or such Lender as aforesaid shall be
conclusive and binding on the Borrower absent demonstrable error, although the
failure to deliver any such certificate shall not release or diminish any of the
Borrower's obligations to pay additional amounts pursuant to this Section 2.06
upon the subsequent receipt thereof.

                  2.07 Indemnities. The Borrower hereby agrees to reimburse and
indemnify the Letter of Credit Issuer for and against any and all liabilities,
obligations, losses, damages, penalties, claims, actions, judgments, suits,
costs, expenses or disbursements of whatsoever kind or nature which may be
imposed on, asserted against or incurred by the Letter of Credit Issuer in
performing its respective duties in any way relating to or arising out of its
issuance of Letters of Credit; provided that the Borrower shall not be liable
for any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from the
Letter of Credit Issuer's gross negligence or willful misconduct. To the extent
the Letter of Credit Issuer is not indemnified by the Borrower, the Participants
will reimburse and indemnify the Letter of Credit Issuer, in proportion to their
respective "percentages" of the Total Commitment, for and against any and all
liabilities, obligations, losses, damages, penalties, claims, actions,
judgments, suits, costs, expenses or disbursements of whatsoever kind or nature
which may be imposed on, asserted against or incurred by the Letter of Credit
Issuer in performing its respective duties in any way relating to or arising out
of its issuance of Letters of Credit; provided that no Participants shall be
liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from the Letter of Credit Issuer's gross negligence or willful misconduct.

                  SECTION 3. Fees; Commitments.

                  3.01 Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of the Non-Defaulting Lenders pro rata on
the basis of their respective Percentages, a facility fee (the "Facility Fee")
for the period from and including the Effective Date to, but not including, the
date the Total Commitment has been terminated, all Loans and Unpaid Drawings
have been repaid in full and all Letters of Credit have terminated, which
Facility Fee shall be equal to the Applicable Facility Fee Percentage, computed
at such rate for each day, on the daily amount of such Lender's Commitment.
Accrued Facility Fee shall be due and payable quarterly in arrears on the last
Business Day of each March, June, September and December of each year and on the
date upon which the Total Commitment is terminated, all Loans and Unpaid
Drawings have been repaid in full and all Letters of Credit have terminated.

                  (b) The Borrower agrees to pay to the Administrative Agent for
the account of the Non-Defaulting Lenders pro rata on the basis of their
respective Percentages, a fee in respect of each Letter of Credit (the "Letter
of Credit Fee") computed at a rate per annum equal to the Applicable Eurodollar
Margin then in effect on the daily Stated Amount of such Letter of Credit.
Accrued Letter of Credit Fees shall be due and payable quarterly in arrears on
the last Business Day of each March, June, September and December of each year
and on the first date upon which the Total Commitment is terminated and no
Letters of Credit remain outstanding.


                                      -15-
<PAGE>


                  (c) The Borrower agrees to pay to the respective Letter of
Credit Issuer such fee in respect of each Letter of Credit issued by it (the
"Facing Fee") as may be separately negotiated between the Borrower and the
respective Letter of Credit Issuer. Accrued Facing Fees shall be due and payable
quarterly in arrears on the last Business Day of each March, June, September and
December of each year and on the date after the Total Commitment is terminated
and no Letters of Credit remain outstanding.

                  (d) The Borrower agrees to pay directly to the Letter of
Credit Issuer upon each issuance of, payment under, and/or amendment of, a
Letter of Credit issued by it such amount as shall have been agreed to between
the Borrower and the Letter of Credit Issuer.

                  (e) The Borrower agrees to pay to the Administrative Agent for
the account of the Non-Defaulting Lenders pro rata on the basis of their
respective Percentages, a utilization fee (the "Utilization Fee") for each day
(x) upon which the Total Unutilized Revolving Loan Commitment is less than
two-thirds of the Total Commitment as in effect on such date and (y) after the
Total Commitment has been terminated, computed at a rate per annum equal to the
applicable Utilization Fee Percentage on the daily aggregate outstanding
principal amount of each Lender's Loans and Percentage of Letter of Credit
Outstandings. Accrued Utilization Fees shall be due and payable quarterly in
arrears on the last Business Day of each March, June, September and December of
each year and on the date upon which the Total Commitment is terminated.

                  (f) The Borrower shall pay to the Administrative Agent on the
Effective Date, for its own account and/or for distribution to the Lenders, such
Fees as have heretofore been agreed in writing by the Borrower and the
Administrative Agent.

                  (g) All computations of Fees shall be made in accordance with
Section 13.07(b).

                  3.02 Voluntary Reduction of Commitments. Upon at least two
Business Days' prior written notice (or telephonic notice confirmed in writing)
to the Administrative Agent at its Notice Office (which notice the
Administrative Agent shall promptly transmit to each of the Lenders), the
Borrower shall have the right, without premium or penalty, to terminate or
partially reduce the Total Unutilized Commitment, provided that (w) any such
termination shall apply to proportionately and permanently reduce the Commitment
of each Lender, (x) no such reduction shall reduce any Lender's Commitment to an
amount that is less than the sum of (A) the outstanding Loans of such Lender
plus (B) such Lender's Percentage of Letter of Credit Outstandings and (y) any
partial reduction pursuant to this Section 3.02 shall be in the amount of at
least $500,000 and in integral multiples of $100,000.

                  3.03 Mandatory Adjustments of Commitments, etc. The Total
Commitment shall terminate on the earlier of (i) the Maturity Date, (ii) unless
the Required Lenders otherwise consent, the date on which any Change of Control
occurs and (iii) June 30, 2002, unless the Restatement Effective Date shall have
occurred on or prior to such date.

                  SECTION 4. Payments.

                  4.01 Voluntary Prepayments. The Borrower shall have the right
to prepay Loans in whole or in part, without premium or penalty, from time to
time on the following terms and


                                      -16-
<PAGE>

conditions: (i) the Borrower shall give the Administrative Agent at the Payment
Office written notice (or telephonic notice promptly confirmed in writing) of
its intent to prepay the Loans, the amount of such prepayment and (in the case
of Eurodollar Loans) the specific Borrowing or Borrowings pursuant to which
made, which notice shall be given by the Borrower at least one Business Day
prior to the date of such prepayment with respect to Base Rate Loans and three
Business Days prior to the date of such prepayment with respect to Eurodollar
Loans, which notice shall promptly be transmitted by the Administrative Agent to
each of the Lenders; (ii) each partial prepayment of any Borrowing shall be in
an aggregate principal amount of at least $500,000 and, if greater in an
integral multiple of $100,000, provided that no partial prepayment of Eurodollar
Loans made pursuant to a Borrowing shall reduce the aggregate principal amount
of the Loans outstanding pursuant to such Borrowing to an amount less than the
Minimum Borrowing Amount applicable thereto; (iii) Eurodollar Loans may only be
prepaid pursuant to this Section 4.01 on the last day of the Interest Period
applicable thereto, unless prior prepayment is accompanied by all breakage costs
owing pursuant to Section 1.11 in connection therewith; and (iv) each prepayment
in respect of any Loans made pursuant to a Borrowing shall be distributed pro
rata among the Lenders which made such Loans, provided that, at the Borrower's
election in connection with any prepayment of Loans pursuant to this Section
4.01, such prepayment shall not be applied to any Loans of a Defaulting Lender.

                  4.02 Mandatory Repayments.

                  (A) Requirements:

                  (a) (i) If on any date the sum of the aggregate outstanding
principal amount of Loans and the Letter of Credit Outstandings exceeds the
Total Commitment as then in effect, the Borrower shall repay on such date the
principal of Loans in an aggregate amount equal to such excess. If, after giving
effect to the repayment of all outstanding Loans, the aggregate amount of Letter
of Credit Outstandings exceeds the Total Commitment then in effect, the Borrower
shall pay to the Administrative Agent an amount in cash and/or Cash Equivalents
equal to such excess (up to the aggregate amount of the Letter of Credit
Outstandings at such time) and the Administrative Agent shall hold such payment
as security for the obligations of the Borrower hereunder pursuant to a cash
collateral agreement to be entered into in form and substance reasonably
satisfactory to the Administrative Agent (which shall permit certain investments
in Cash Equivalents satisfactory to the Administrative Agent and the Borrower,
until the proceeds are applied to the secured obligations).

                  (ii) If on any date the aggregate outstanding principal amount
of the Loans made by a Lender, when combined with such Lender's Percentage of
the Letter of Credit Outstandings on such date (exclusive of Unpaid Drawings
which are repaid with the proceeds of, and simultaneously with the incurrence
of, Loans incurred on such date), exceeds the Commitment of such Lender, the
Borrower shall repay the principal of Loans of such Lender in an amount equal to
such excess.

                  (b) Notwithstanding anything to the contrary contained
elsewhere in this Agreement, all then outstanding Loans shall be repaid in full
on the Maturity Date.



                                      -17-
<PAGE>


                  (c) On the date on which any Change of Control occurs, unless
otherwise agreed by the Required Lenders, the outstanding principal amount of
all Loans, if any, shall become due and payable in full.

                  (B) Application:

                  With respect to each prepayment of Loans required by Section
4.02, the Borrower may designate the Types of Loans which are to be prepaid and
the specific Borrowing or Borrowings pursuant to which made, provided that (i)
repayments of Eurodollar Loans may only be made pursuant to this Section 4.02 on
the last day of an Interest Period applicable thereto unless no Base Rate Loans
remain outstanding; (ii) if any prepayment of Eurodollar Loans made pursuant to
a single Borrowing shall reduce the outstanding Loans made pursuant to such
Borrowing to an amount less than the Minimum Borrowing Amount for such
Borrowing, such Borrowing shall be converted into Base Rate Loans at the end of
the then current Interest Period applicable thereto; and (iii) each prepayment
of any Loans made pursuant to a Borrowing shall be applied pro rata among the
Lenders which made such Loans. In the absence of a designation by the Borrower
as described in the preceding sentence, the Administrative Agent shall, subject
to the above, make such designation in its sole discretion with a view, but no
obligation, to minimize breakage costs owing under Section 1.11. Notwithstanding
the foregoing provisions of this Section 4.02(B), if at any time the mandatory
prepayment of Loans pursuant to Section 4.02(A) above would result, after giving
effect to the procedures set forth above, in the Borrower incurring breakage
costs under Section 1.11 as a result of Eurodollar Loans being prepaid other
than on the last day of an Interest Period applicable thereto (the "Affected
Eurodollar Loans"), then the Borrower may in its sole discretion initially
deposit a portion (up to 100%) of the amounts that otherwise would have been
paid in respect of the Affected Eurodollar Loans with the Administrative Agent
(which deposit must be equal in amount to the amount of the Affected Eurodollar
Loans not immediately prepaid) to be held as security for the obligations of the
Borrower hereunder pursuant to a cash collateral agreement to be entered into in
form and substance reasonably satisfactory to the Administrative Agent and shall
provide for investments in Cash Equivalents satisfactory to the Administrative
Agent and the Borrower, with such cash collateral to be directly applied upon
the first occurrence (or occurrences) thereafter of the last day of an Interest
Period applicable to the relevant Loans that are Eurodollar Loans (or such
earlier date or dates as shall be requested by the Borrower), to repay an
aggregate principal amount of such Loans equal to the Affected Eurodollar Loans
not initially prepaid pursuant to this sentence. Notwithstanding anything to the
contrary contained in the immediately preceding sentence, all amounts deposited
as cash collateral pursuant to the immediately preceding sentence shall be held
for the sole benefit of the Lenders whose Loans would otherwise have been
immediately prepaid with the amounts deposited and upon the taking of any action
by the Administrative Agent or the Lenders pursuant to the remedial provisions
of Section 10, any amounts held as cash collateral pursuant to this Section
4.02(B) shall, subject to the requirements of applicable law, be immediately
applied to such Loans.

                  4.03 Method and Place of Payment. Except as otherwise
specifically provided herein, all payments under this Agreement shall be made to
the Administrative Agent for the ratable (based on its pro rata share) account
of the Lenders entitled thereto, not later than 1:00 P.M. (New York time) on the
date when due and shall be made in immediately available funds and in lawful
money of the United States at the Payment Office, it being understood that
written



                                      -18-
<PAGE>

notice by the Borrower to the Administrative Agent to make a payment
from the funds in the Borrower's account at the Payment Office shall constitute
the making of such payment to the extent of such funds held in such account. Any
payments under this Agreement which are made later than 1:00 P.M. (New York
time) shall be deemed to have been made on the next succeeding Business Day.
Whenever any payment to be made hereunder shall be stated to be due on a day
which is not a Business Day, the due date thereof shall be extended to the next
succeeding Business Day and, with respect to payments of principal, interest
shall be payable during such extension at the applicable rate in effect
immediately prior to such extension.

                  4.04 Net Payments. (a) All payments made by any Credit Party
hereunder or under any Note will be made without setoff, counterclaim or other
defense. Except as provided in Section 4.04(b), all such payments will be made
free and clear of, and without deduction or withholding for, any present or
future taxes, levies, imposts, duties, fees, assessments or other charges of
whatever nature now or hereafter imposed by any jurisdiction or by any political
subdivision or taxing authority thereof or therein with respect to such payments
(but excluding, except as provided in the second succeeding sentence, any tax
imposed on or measured by the net income or net profits of a Lender pursuant to
the laws of the jurisdiction in which it is organized or managed and controlled
or the jurisdiction in which the principal office or applicable lending office
of such Lender is located or any subdivision thereof or therein) and all
interest, penalties or similar liabilities with respect thereto (all such
non-excluded taxes, levies, imposts, duties, fees, assessments or other charges
being referred to collectively as "Taxes"). If any Taxes are so levied or
imposed, the Borrower and each Parent Guarantor, jointly and severally, agree to
pay the full amount of such Taxes, and such additional amounts, if any, as may
be necessary so that every payment of all amounts due under this Agreement or
under any Note, after withholding or deduction for or on account of any Taxes,
will not be less than the amount provided for herein or in such Note. If any
amounts are payable in respect of Taxes pursuant to the preceding sentence, the
Borrower agrees to reimburse each Lender, upon the written request of such
Lender, for taxes imposed on or measured by the net income or net profits of
such Lender pursuant to the laws of the jurisdiction in which the principal
office or applicable lending office of such Lender is located or under the laws
of any political subdivision or taxing authority of any such jurisdiction in
which the principal office or applicable lending office of such Lender is
located and for any withholding of taxes as such Lender shall determine are
payable by, or withheld from, such Lender in respect of such amounts so paid to
or on behalf of such Lender pursuant to the preceding sentence and in respect of
any amounts paid to or on behalf of such Lender pursuant to this sentence. The
Borrower will furnish to the Administrative Agent within 45 days after the date
the payment of any Tax is due pursuant to applicable law certified copies of tax
receipts evidencing such payment by the Borrower. The Borrower and each Parent
Guarantor, jointly and severally, agree to indemnify and hold harmless each
Lender, and reimburse such Lender upon its written request, for the amount of
any Taxes so levied or imposed and paid by such Lender.

                  (b) Each Lender that is not a United States person (as such
term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the
Borrower and the Administrative Agent on or prior to the date of this Agreement,
or in the case of a Lender that is an assignee or transferee of an interest
under this Agreement pursuant to Section 1.13 or 13.04 (unless the respective
Lender was already a Lender hereunder immediately prior to such assignment or
transfer), on the date of such assignment or transfer to such Lender, (i) two
accurate and


                                      -19-
<PAGE>

complete original signed copies of Internal Revenue Service Form W-8ECI or
W-8BEN (or successor forms) certifying to such Lender's entitlement to a
complete exemption from United States withholding tax with respect to payments
to be made under this Agreement and under any Note, or (ii) if the Lender is not
a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot
deliver either Internal Revenue Service Form W-8ECI or W-8BEN pursuant to clause
(i) above, (x) a certificate substantially in the form of Exhibit E (any such
certificate, a "Section 4.04(b)(ii) Certificate") and (y) two accurate and
complete original signed copies of Internal Revenue Service Form W-8BEN (or
successor form) certifying to such Lender's entitlement to a complete exemption
from United States withholding tax with respect to payments of interest to be
made under this Agreement and under any Note. In addition, each Lender agrees
that from time to time after the date of this Agreement, when a lapse in time or
change in circumstances renders the previous certification obsolete or
inaccurate in any material respect, it will deliver to the Borrower and the
Administrative Agent two new accurate and complete original signed copies of
Internal Revenue Service Form W-8ECI or W-8BEN (with respect to the benefits of
any income tax treaty), or Form W-8BEN (with respect to the portfolio interest
exemption) and a Section 4.04(b)(ii) Certificate, as the case may be, and such
other forms as may be required in order to confirm or establish the entitlement
of such Lender to a continued exemption from or reduction in United States
withholding tax with respect to payments under this Agreement and any Note, or
it shall immediately notify the Borrower and the Administrative Agent of its
inability to deliver any such Form or Certificate. Notwithstanding anything to
the contrary contained in Section 4.04(a), but subject to Section 13.04(b) and
the immediately succeeding sentence, (x) the Borrower shall be entitled, to the
extent it is required to do so by law, to deduct or withhold income or similar
taxes imposed by the United States (or any political subdivision or taxing
authority thereof or therein) from interest, fees or other amounts payable
hereunder for the account of any Lender which is not a United States person (as
such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income
tax purposes to the extent that such Lender has not provided to the Borrower
U.S. Internal Revenue Service Forms that establish a complete exemption from
such deduction or withholding and (y) the Borrower shall not be obligated
pursuant to Section 4.04(a) hereof to gross-up payments to be made to a Lender
in respect of income or similar taxes imposed by the United States if (I) such
Lender has not provided to the Borrower the Internal Revenue Service Forms
required to be provided to the Borrower pursuant to this Section 4.04(b) or (II)
in the case of a payment, other than interest, to a Lender described in clause
(ii) above, to the extent that such Forms do not establish a complete exemption
from withholding of such taxes. Notwithstanding anything to the contrary
contained in the preceding sentence or elsewhere in this Section 4.04 and except
as set forth in Section 13.04(b), the Borrower agrees to pay additional amounts
and to indemnify each Lender in the manner set forth in Section 4.04(a) (without
regard to the identity of the jurisdiction requiring the deduction or
withholding) in respect of any amounts deducted or withheld by it as described
in the immediately preceding sentence as a result of any changes after the date
of this Agreement in any applicable law, treaty, governmental rule, regulation,
guideline or order, or in the interpretation thereof, relating to the deducting
or withholding of income or similar Taxes, provided such Lender shall provide to
the Borrower and the Administrative Agent any reasonably available applicable
IRS tax form (reasonably similar in its simplicity and lack of detail to IRS
Form W-8ECI or W-8BEN) necessary or appropriate for the exemption or reduction
in the rate of such U.S. federal withholding tax.



                                      -20-
<PAGE>

                  (c) The provisions of this Section 4.04 shall be subject to
Section 1.12(b) (to the extent applicable).

                  SECTION 5. Conditions Precedent. The occurrence of the
Restatement Effective Date pursuant to Section 13.10 is subject to the
satisfaction of each of the following conditions:

                  5.01 Execution of Agreement. The Restatement Effective Date
shall have occurred as provided in Section 13.10.

                  5.02 Officer's Certificate. On the Restatement Effective Date,
the Administrative Agent shall have received a certificate dated such date
signed by the President, any Vice President or the Treasurer of the Borrower
stating that all of the applicable conditions set forth in Section 6.01 exist as
of such date.

                  5.03 Opinions of Counsel. On the Restatement Effective Date,
the Administrative Agent shall have received from (i) Thompson & Knight, LLP,
counsel to the Parent Guarantors and the Borrower, a legal opinion addressed to
the Administrative Agent and each of the Lenders and dated the Restatement
Effective Date, which opinion shall cover the matters contained in Exhibit F-1
and shall otherwise be in form and substance reasonably satisfactory to the
Administrative Agent and (ii) Maples and Calder, special counsel to Parent, a
legal opinion addressed to the Administrative Agent and each of the Lenders and
dated the Restatement Effective Date, which opinion shall cover the matters
contained in Exhibit F-2 and shall otherwise be in form and substance reasonably
satisfactory to the Administrative Agent.

                  5.04 Corporate Proceedings. (a) On the Restatement Effective
Date, the Administrative Agent shall have received from each Credit Party a
certificate, dated the Restatement Effective Date, signed by the President, any
Vice-President or, the Treasurer of such Credit Party, and attested to by the
Secretary or Assistant Secretary of such Credit Party, in the form of Exhibit G
with appropriate insertions and deletions, together with copies of the
certificate of incorporation of such Credit Party, certified by the appropriate
governmental authority as of recent date, the by-laws of such Credit Party, and
the resolutions of the Board of Directors of such Credit Party, and all of the
foregoing shall be reasonably satisfactory to the Administrative Agent.

                  (b) On the Restatement Effective Date, the Administrative
Agent shall have received a certificate of recent date from the appropriate
governmental authority evidencing each Credit Party's existence and good
standing in its jurisdiction of incorporation, and all other information and
copies of all other certificates, documents and papers, if any, which the
Administrative Agent may have reasonably requested in connection herewith, such
documents and papers, where appropriate, to be certified by proper corporate or
governmental authorities.

                  5.05 Fees. On the Restatement Effective Date, the Borrower
shall have paid to the Administrative Agent, for its own account and for that of
the Lenders, all Fees and invoiced expenses agreed by such parties to be paid on
or prior to such date.

                  5.06 Reorganization. On the Restatement Effective Date, the
Reorganization shall have been consummated as described in the definition
thereof and in accordance with all applicable law and the Administrative Agent
shall have received copies of the final forms of all



                                      -21-
<PAGE>

documents and agreements relating to the Reorganization (it being understood
that (i) such final forms shall not be materially changed without the consent of
the Administrative Agent and (ii) final execution copies of all such documents
and agreements shall be delivered to the Administrative Agent no later than 3
Business Days following the Restatement Effective Date), certified by an
Authorized Officer of Parent as being true and correct copies thereof, all of
which shall be reasonably satisfactory to the Administrative Agent.

                  SECTION 6. Conditions Precedent to All Credit Events. The
obligation of each Lender to make any Loan (including Loans made on the
Effective Date), and the obligation of the Letter of Credit Issuer to issue any
Letter of Credit, is subject, at the time of each such Credit Event, to the
satisfaction of the following conditions:

                  6.01 No Default; Representations and Warranties. At the time
of each such Credit Event and also after giving effect thereto (i) there shall
exist no Default or Event of Default and (ii) all representations and warranties
contained herein and in each other Credit Document shall be true and correct in
all material respects with the same effect as though such representations and
warranties had been made on the date of the making of such Credit Event (it
being understood and agreed that any representation or warranty which by its
terms is made as of a specified date shall be required to be true and correct in
all material respects only as of such specified date).

                  6.02 Notice of Borrowing; Letter of Credit Request. (a) Prior
to the making of each Loan, the Administrative Agent shall have received a
Notice of Borrowing meeting the requirements of Section 1.03.

                  (b) Prior to the issuance of each Letter of Credit, the
respective Letter of Credit Issuer shall have received a Letter of Credit
Request meeting the requirements of Section 2.03(a) (with a copy to the
Administrative Agent).

                  The acceptance of the benefits or proceeds of each Credit
Event shall constitute a representation and warranty by the Borrower to the
Administrative Agent and each of the Lenders that all the conditions specified
in Section 5 and in this Section 6 and applicable to such Credit Event have been
satisfied as of that time. All of the Notes, certificates, legal opinions and
other documents and papers referred to in Section 5 and in this Section 6,
unless otherwise specified, shall be delivered to the Administrative Agent at
the Notice Office for the benefit of each of the Lenders and, except for the
Notes, in sufficient counterparts or copies for each of the Lenders and shall be
in form and substance satisfactory to the Administrative Agent.

                  SECTION 7. Representations, Warranties and Agreements. In
order to induce the Lenders to enter into this Agreement and to make the Loans
and issue and/or participate in Letters of Credit provided for herein, Parent
makes the following representations and warranties to, and agreements with, the
Lenders, all of which shall survive the execution and delivery of this Agreement
and the making of the Loans (with the making of each Credit Event thereafter
being deemed to constitute a representation and warranty that the matters
specified in this Section 7 are true and correct in all material respects on and
as of the date of each such Credit Event unless such representation and warranty
expressly indicates that it is being made as of any specific date,


                                      -22-
<PAGE>

in which case such representations and warranties shall be true and correct in
all material respects as of such date):

                  7.01 Corporate Status. Each Credit Party (i) is a duly
organized and validly existing corporation in good standing under the laws of
the jurisdiction of its organization and has the corporate power and authority
to own its property and assets and to transact the business in which it is
engaged, except in such case where the failure to be so duly organized and
validly existing in good standing and to have such corporate power and authority
(x) is not reasonably likely to have a Material Adverse Effect and (y) is not
reasonably likely to have a material adverse effect on the rights or remedies of
the Lenders or on the ability of any Credit Party to perform its obligations to
them hereunder and under the other Credit Documents to which it is a party, and
(ii) has duly qualified and is authorized to do business and is in good standing
in all jurisdictions where it is required to be so qualified and where the
failure to be so qualified would have a Material Adverse Effect.

                  7.02 Corporate Power and Authority. Each Credit Party has the
corporate power and authority to execute, deliver and carry out the terms and
provisions of the Credit Documents to which it is a party and has taken all
necessary corporate action to authorize the execution, delivery and performance
of the Credit Documents to which it is a party. Each Credit Party has duly
executed and delivered each Credit Document to which it is a party and each such
Credit Document constitutes the legal, valid and binding obligation of such
Credit Party enforceable against such Person in accordance with its terms,
except to the extent that the enforceability thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
generally affecting creditors' rights and by equitable principles (regardless of
whether enforcement is sought in equity or at law).

                  7.03 No Violation. Neither the execution, delivery and
performance by any Credit Party of the Credit Documents to which it is a party
nor compliance with the terms and provisions thereof, nor the consummation of
the transactions contemplated therein (i) will contravene any applicable
provision of any law, statute, rule, regulation, order, writ, injunction or
decree of any court or governmental instrumentality of the United States or any
State thereof, (ii) will result in any breach of any of the terms, covenants,
conditions or provisions of, or constitute a default under, or result in the
creation or imposition of (or the obligation to create or impose) any Lien upon
any of the property or assets of Parent or any of its Subsidiaries pursuant to
the terms of, any indenture, mortgage, deed of trust, agreement or other
instrument to which Parent or any of its Subsidiaries is a party or by which it
or any of its property or assets are bound or to which it is subject or (iii)
will violate any provision of the Certificate of Incorporation or By-Laws of
Parent or any of its Subsidiaries.

                  7.04 Litigation. There are no actions, suits or proceedings
pending or, to the knowledge of any Credit Party, after due inquiry, threatened
in writing with respect to Parent or any of its Subsidiaries (i) that are likely
to have a Material Adverse Effect or (ii) that are reasonably likely to have a
material adverse effect on the rights or remedies of the Lenders or on the
ability of any Credit Party to perform its obligations to them hereunder and
under the other Credit Documents to which it is a party.


                                      -23-
<PAGE>


                  7.05 Use of Proceeds; Margin Regulations. (a) The proceeds of
all Loans shall be utilized to provide for the general corporate purposes of
Parent and its Subsidiaries.

                  (b) Neither the making of any Loan hereunder, nor the use of
the proceeds thereof, will violate or be inconsistent with the provisions of
Regulation T, U or X of the Board of Governors of the Federal Reserve System and
no part of the proceeds of any Loan will be used to purchase or carry any Margin
Stock in violation of Regulation U or to extend credit for the purpose of
purchasing or carrying any Margin Stock.

                  7.06 Governmental Approvals. Except for the orders, consents,
approvals, licenses, authorizations, validations, recordings, registrations and
exemptions that have already been duly made or obtained and remain in full force
and effect, no order, consent, approval, license, authorization, or validation
of, or filing, recording or registration with, or exemption by, any foreign or
domestic governmental or public body or authority, or any subdivision thereof,
is required to authorize or is required in connection with (i) the execution,
delivery and performance of any Credit Document or (ii) the legality, validity,
binding effect or enforceability of any Credit Document.

                  7.07 Investment Company Act. Neither Parent nor any of its
Subsidiaries is an "investment company" or a company "controlled" by an
"investment company," within the meaning of the Investment Company Act of 1940,
as amended.

                  7.08 Public Utility Holding Company Act. Neither Parent nor
any of its Subsidiaries is a "holding company," or a "subsidiary company" of a
"holding company," or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company," within the meaning of the Public Utility
Holding Company Act of 1935, as amended.

                  7.09 True and Complete Disclosure. All factual information
(taken as a whole) heretofore or contemporaneously furnished by or on behalf of
Parent or any of its Subsidiaries in writing to the Administrative Agent or any
Lender for purposes of or in connection with this Agreement or any transaction
contemplated herein is, and all other such factual information (taken as a
whole) hereafter furnished by or on behalf of any such Person in writing to any
Lender will be, true and accurate in all material respects on the date as of
which such information is dated or certified and not incomplete by omitting to
state any material fact necessary to make such information (taken as a whole)
not misleading at such time in light of the circumstances under which such
information was provided. There is no fact known to any Credit Party which is
reasonably likely to have a Material Adverse Effect, which has not been
disclosed herein or in such other documents, certificates and statements
furnished to the Administrative Agent and the Lenders for use in connection with
the transactions contemplated hereby.

                  7.10 Financial Condition; Financial Statements. (a) On and as
of the Effective Date, on a pro forma basis after giving effect to all
Indebtedness incurred, and Loans to be incurred, on and as of the Effective
Date, by the Borrower and its Subsidiaries in connection herewith, (x) the sum
of the assets, at a fair valuation, of the Borrower and its Subsidiaries taken
as a whole exceeded its debts, (y) the Borrower and its Subsidiaries taken as a
whole did not incur or intend to, or believe that they would, incur debts beyond
their ability to pay such debts


                                      -24-
<PAGE>

as such debts mature and (z) the Borrower and its Subsidiaries taken as a whole
did not have unreasonably small capital with which to conduct its business.

                  (b) (i) The consolidated balance sheet of the Borrower at
December 31, 2001 and the related consolidated statements of operations and cash
flows of the Borrower for the fiscal year, as the case may be, ended as of said
date, which have been examined by PriceWaterhouseCoopers LLP, independent
certified public accountants, who delivered an unqualified opinion in respect
therewith, and (ii) the consolidated balance sheet of the Borrower as of
September 30, 2001, copies of which have heretofore been furnished to the
Administrative Agent, present fairly the financial position of such entities at
the dates of said statements and the results for the period covered thereby in
accordance with GAAP, except to the extent provided in the notes to said
financial statements and, in the case of the September 30, 2001 statements,
subject to normal and recurring year-end audit adjustments. All such financial
statements have been prepared in accordance with generally accepted accounting
principles and practices consistently applied except to the extent provided in
the notes to said financial statements. Nothing has occurred since December 31,
2000 that (x) has had or is reasonably likely to have a material adverse effect
on the rights or remedies of the Lenders hereunder or under any other Credit
Document, or on the ability of any Credit Party to perform its obligations to
them, or (y) has had or is reasonably likely to have a Material Adverse Effect.

                  (c) Except as reflected in the financial statements and the
notes thereto described in Section 7.10(b) or in Annex V, there were as of the
Effective Date no liabilities or obligations with respect to the Borrower or any
of its Subsidiaries of a nature (whether absolute, accrued, contingent or
otherwise and whether or not due) which, either individually or in aggregate,
would be material to the Borrower and its Subsidiaries taken as a whole, except
as incurred subsequent to December 31, 2000 in the ordinary course of business
consistent with past practices.

                  7.11 Tax Returns and Payments. Each of Parent and each of its
Subsidiaries has filed all federal income tax returns and all other material tax
returns, domestic and foreign, required to be filed by it and has paid all
material taxes and assessments payable by it which have become due, other than
those not yet delinquent and except for those contested in good faith. Parent
and each of its Subsidiaries has paid, or has provided adequate reserves (in the
good faith judgment of the management of Parent) for the payment of, all
federal, state and foreign income taxes applicable for all prior fiscal years
and for the current fiscal year to the date hereof.

                  7.12 Compliance with ERISA. (a) Neither Parent nor any
Subsidiary nor any ERISA Affiliate has ever maintained or contributed to (or had
an obligation to contribute to) any Plan or any Foreign Pension Plan where any
current or reasonably foreseeable liability of Parent with respect to such Plan
or such Foreign Pension Plan would be reasonably likely to have a Material
Adverse Effect. All contributions required to be made with respect to (i) any
employee pension benefit plan (as defined in Section 3(2) of ERISA) maintained
or contributed to by (or to which there is an obligation to contribute of)
Parent or a Subsidiary or an ERISA Affiliate and (ii) any Foreign Pension Plan
have been timely made except any such failures to contribute which would not
individually or in the aggregate be reasonably likely to have a Material Adverse
Effect. Parent and its Subsidiaries may cease contributions to or terminate any
employee benefit


                                      -25-
<PAGE>

plan (within the meaning of Section 3(3) of ERISA) maintained or contributed to
by (or to which there is an obligation to contribute of) any of them without
incurring any liability which, individually or in the aggregate would be
reasonably likely to have a Material Adverse Effect.

                  (b) Each Foreign Pension Plan has been maintained in
substantial compliance with its terms and with the requirements of any and all
applicable laws, statutes, rules, regulations and orders and has been
maintained, where required, in good standing with applicable regulatory
authorities, except such non-compliances as would not, individually or in the
aggregate, be reasonably likely to have a Material Adverse Effect.

                  7.13 Patents, etc. Parent and each of its Subsidiaries has
obtained all material patents, trademarks, service marks, trade names,
copyrights, licenses and other rights, free from burdensome restrictions, that
are necessary for the operation of their businesses taken as a whole as
presently conducted.

                  7.14 Pollution and Other Regulations. (a) Each of Parent and
its Subsidiaries is in compliance with all applicable Environmental Laws
governing its business for which failure to comply is reasonably likely to have
a Material Adverse Effect, and neither Parent nor any of its Subsidiaries is
liable for any material penalties, fines or forfeitures for failure to comply
with any of the foregoing. All licenses, permits, registrations or approvals
required for the business of Parent and each of its Subsidiaries, as conducted
as of the Effective Date, under any Environmental Law have been secured and
Parent and each of its Subsidiaries is in substantial compliance therewith,
except such licenses, permits, registrations or approvals the failure to secure
or to comply therewith is not likely to have a Material Adverse Effect. Neither
Parent nor any of its Subsidiaries is in any respect in noncompliance with,
breach of or default under any applicable writ, order, judgment, injunction, or
decree to which Parent or such Subsidiary is a party or which would affect the
ability of Parent or such Subsidiary to operate any material asset and no event
has occurred and is continuing which, with the passage of time or the giving of
notice or both, would constitute noncompliance, breach of or default thereunder,
except in each such case, such noncompliance, breaches or defaults as are not
likely to, in the aggregate, have a Material Adverse Effect. There are as of the
Effective Date no Environmental Claims pending or, to the knowledge of any
Credit Party, after due inquiry, threatened, against Parent or any of its
Subsidiaries wherein an unfavorable decision, ruling or finding would be
reasonably likely to have a Material Adverse Effect. There are no facts,
circumstances, conditions or occurrences on any Real Property, offshore drilling
rig, vessel or other facility owned or operated by Parent or any of its
Subsidiaries that is reasonably likely (i) to form the basis of an Environmental
Claim against Parent, any of its Subsidiaries or any Real Property, offshore
drilling rig, vessel or other facility owned by Parent or any of its
Subsidiaries, or (ii) to cause such Real Property, offshore drilling rig, vessel
or other facility to be subject to any restrictions on its ownership, occupancy,
use or transferability under any Environmental Law, except in each such case,
such Environmental Claims or restrictions that individually or in the aggregate
are not reasonably likely to have a Material Adverse Effect.

                  (b) Hazardous Materials have not at any time been (i)
generated, used, treated or stored on, or transported to or from, any Real
Property, offshore drilling rig, vessel or other facility at any time owned or
operated by Parent or any of its Subsidiaries or (ii) released on or from any
such Real Property, offshore drilling rig, vessel or other facility, in each
case where, to


                                      -26-
<PAGE>

the knowledge of any Credit Party, after due inquiry, such occurrence or event
individually or in the aggregate is reasonably likely to have a Material Adverse
Effect.

                  7.15 Properties. Parent and each of its Subsidiaries has title
to all material properties owned by them including all property reflected in the
consolidated balance sheet of the Borrower and its Subsidiaries as referred to
in Section 7.10(b), free and clear of all Liens, other than (i) as referred to
in the consolidated balance sheet or in the notes thereto or (ii) Permitted
Liens.

                  7.16 Compliance with Statutes, etc. Each of Parent and each of
its Subsidiaries is in compliance with all applicable statutes, regulations,
rules and orders of, and all applicable restrictions imposed by, all
governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property, except such non-compliance as is not
reasonably likely to, individually or in the aggregate, have a Material Adverse
Effect.

                  7.17 Labor Relations. Neither Parent nor its Subsidiaries is
engaged in any unfair labor practice that is reasonably likely to have a
Material Adverse Effect. There is (i) no unfair labor practice complaint pending
against Parent or any of its Subsidiaries or threatened against any of them,
before the National Labor Relations Board, and no grievance or arbitration
proceeding arising out of or under any collective bargaining agreement is so
pending against Parent or any of its Subsidiaries or, to the knowledge of any
Credit Party, after due inquiry, threatened against any of them, (ii) no strike,
labor dispute, slowdown or stoppage pending against Parent or any of its
Subsidiaries or, to the best of the knowledge of any Credit Party, threatened
against Parent or any of its Subsidiaries and (iii) no union representation
petition existing with respect to the employees of Parent or any of its
Subsidiaries and no union organizing activities are taking place, except with
respect to any matter specified in clause (i), (ii) or (iii) above, either
individually or in the aggregate, such as is not reasonably likely to have a
Material Adverse Effect.

                  7.18 Existing Indebtedness. The consolidated balance sheets of
the Borrower and its Subsidiaries referred to in Section 7.10(b) and the
Indebtedness described on Annex V constitute a true and complete list of all
Indebtedness of the Borrower and each of its Subsidiaries on the Effective Date
and which is to remain outstanding after the Effective Date (excluding the Loans
and the Letters of Credit, the "Existing Indebtedness"), showing the aggregate
principal amount thereof as of the Effective Date.

                  7.19 Controlled Foreign Corporation. Parent is not a
"controlled foreign corporation" as defined in the Code.

                  7.20 Business. Neither Parent nor NHC had any Indebtedness or
other obligations immediately prior to the consummation of the Reorganization
other than guarantees of Indebtedness permitted by Section 9.03.

                  SECTION 8. Affirmative Covenants. Parent covenants and agrees
that on the Effective Date and thereafter for so long as this Agreement is in
effect and until the Commitments have terminated, no Letters of Credit or Notes
are outstanding and the Loans and


                                      -27-
<PAGE>

Unpaid Drawings, together with interest, Fees and all other Obligations incurred
hereunder, are paid in full:

                  8.01 Information Covenants. Parent will furnish to the
Administrative Agent (with sufficient copies for each of the Lenders, and the
Administrative Agent will promptly forward to each of the Lenders):

                  (a) Annual Financial Statements. Within 120 days after the
close of each fiscal year of Parent, the consolidated balance sheet of Parent
and its Subsidiaries, as at the end of such fiscal year and the related
consolidated statements of income and retained earnings and of cash flows for
such fiscal year, in each case setting forth comparative consolidated figures
for the preceding fiscal year, and examined by independent certified public
accountants of recognized national standing whose opinion shall not be qualified
as to the scope of audit and as to the status of Parent and its Subsidiaries as
a going concern.

                  (b) Quarterly Financial Statements. As soon as available and
in any event within 60 days after the close of each of the first three quarterly
accounting periods in each fiscal year, the consolidated balance sheet of Parent
and its Subsidiaries, as at the end of such quarterly period and the related
consolidated statements of income and retained earnings and of cash flows for
such quarterly period and for the elapsed portion of the fiscal year ended with
the last day of such quarterly period, and in each case setting forth
comparative consolidated figures for the related period in the prior fiscal
year, all of which shall be certified by the Senior Vice President-Finance,
Treasurer or Controller of Parent, subject to changes resulting from audit and
normal year-end audit adjustments.

                  (c) Compliance Certificate. At the time of the delivery of the
financial statements provided for in Sections 8.01(a) and (b), a certificate of
Parent signed by its Senior Vice President-Finance, Treasurer, Controller or
other Authorized Officer of Parent in the form of Exhibit I to the effect that
no Default or Event of Default exists or, if any Default or Event of Default
does exist, specifying the nature and extent thereof, which certificate shall
set forth the calculations required to establish whether Parent and its
Subsidiaries were in compliance with the provisions of Section 9 as at the end
of such fiscal period or year, as the case may be.

                  (d) Notice of Default or Litigation. Promptly, and in any
event within (x) ten days after any Credit Party obtains knowledge thereof,
notice of the occurrence of any event which constitutes a Default or Event of
Default, which notice shall specify the nature thereof, the period of existence
thereof and what action Parent proposes to take with respect thereto and (y) ten
Business Days after any Credit Party obtains knowledge thereof, notice of the
commencement of or any significant development in any litigation or governmental
proceeding pending against Parent or any of its Subsidiaries which is likely to
have a Material Adverse Effect or is likely to have a material adverse effect on
the ability of any Credit Party to perform its obligations hereunder or under
any other Credit Document.

                  (e) SEC Reports. Promptly upon transmission thereof, copies of
any material filings and registration with, and reports to, the SEC by Parent or
any of its Subsidiaries and copies of all financial statements, proxy
statements, notices and reports as Parent or any of its Subsidiaries shall
generally send to holders of their capital stock in their capacity as such
holders


                                      -28-
<PAGE>

(in each case to the extent not theretofore delivered to the Administrative
Agent pursuant to this Agreement).

                  (f) Credit Rating. As soon as possible and in any event within
10 days after any Credit Party obtains knowledge thereof, notice of any change
in (i) the credit rating assigned by Moody's or S&P to any long-term unsecured
debt of Parent or any of its Subsidiaries (including, without limitation, any
change in the Moody's Credit Rating or the S&P Credit Rating) and/or (ii) the
stated implied senior debt rating assigned by Moody's or S&P with respect to
Parent or any of its Subsidiaries; notice of such change and the date on which
it was first announced by the applicable rating agency.

                  (g) Other Information. From time to time, such other
information or documents (financial or otherwise) as the Administrative Agent on
its own behalf or on behalf of the Required Lenders may reasonably request.

                  8.02 Books, Records and Inspections. Parent will, and will
cause its Subsidiaries to, permit, upon reasonable notice to the Senior Vice
President-Finance, Controller or any other Authorized Officer of Parent,
officers and designated representatives of the Administrative Agent (at the
expense of the Administrative Agent, but after the occurrence and during the
continuance of an Event of Default, at the expense of the Borrower) or the
Required Lenders (at the expense of such Lenders), to the extent necessary, to
examine the books of account of Parent and any of its Subsidiaries and discuss
the affairs, finances and accounts of Parent and of any of its Subsidiaries
with, and be advised as to the same by, its and their officers and independent
accountants, all at such reasonable times and intervals and to such reasonable
extent as the Administrative Agent or the Required Lenders may desire.

                  8.03 Maintenance of Property; Insurance. Parent will, and will
cause each of its Subsidiaries to, at all times maintain in full force and
effect insurance in such amounts with carriers of such insurance industry
ratings, covering such risks and liabilities and with such deductibles or
self-insured retentions as are in accordance with normal industry practice for
similarly situated insureds. Parent will, and will cause each of its
Subsidiaries to, furnish to the Administrative Agent on or before May 31st of
each year, beginning with calendar year 2002, a certificate evidencing the
insurance carried by Parent and its Subsidiaries.

                  8.04 Payment of Taxes. Parent will pay and discharge, and will
cause each of its Subsidiaries to pay and discharge, all taxes, assessments and
governmental charges or levies imposed upon it or upon its income or profits, or
upon any properties belonging to it, prior to the date on which penalties attach
thereto, and all lawful claims which, if unpaid, might become a Lien or charge
upon any properties of Parent or any of its Subsidiaries, provided that neither
Parent nor any Subsidiary shall be required to pay any such tax, assessment,
charge, levy or claim which is being contested in good faith and by proper
proceedings if it has maintained adequate reserves (in the good faith judgment
of the management of Parent) with respect thereto in accordance with GAAP.

                  8.05 Consolidated Corporate Franchises. Parent will do, and
will cause each Subsidiary to do, or cause to be done, all things necessary to
preserve and keep in full force and effect its corporate existence, material
rights and authority, unless the failure to do so is not


                                      -29-
<PAGE>

reasonably likely to have a Material Adverse Effect, provided that any
transaction permitted by Section 9.02 will not constitute a breach of this
Section 8.05.

                  8.06 Compliance with Statutes, etc. Parent will, and will
cause each Subsidiary to, comply with all applicable statutes, regulations and
orders of, and all applicable restrictions imposed by, all governmental bodies,
domestic or foreign, in respect of the conduct of its business and the ownership
of its property other than those the non-compliance with which would not have a
Material Adverse Effect or would not have a material adverse effect on the
ability of any Credit Party to perform its obligations under any Credit Document
to which it is party.

                  8.07 Good Repair. Except for offshore drilling rigs and
vessels currently under or scheduled to be repaired or which have been damaged
or have suffered a casualty as to which (within a reasonable period of time)
Parent has not made a determination whether to replace or repair, or if the
determination to replace or repair has been made, as to which such replacement
or repairs are being undertaken, subject to availability of equipment, materials
and/or repair facilities, Parent will, and will cause each of its Subsidiaries
to, keep its properties and equipment used or useful in its business, in
whomsoever's possession they may be, in good repair, working order and
condition, normal wear and tear excepted, and, subject to Section 9.02, see that
from time to time there are made in such properties and equipment all needful
and proper repairs, renewals, replacements, extensions, additions, betterments
and improvements thereto, (i) to the extent and in the manner useful or
customary for companies in similar businesses and (ii) to the extent the failure
to do so is reasonably likely to have a Material Adverse Effect.

                  8.08 End of Fiscal Years; Fiscal Quarters. Parent will, for
financial reporting purposes, cause (i) each of its fiscal years to end on
December 31 of each year and (ii) each of its fiscal quarters to end on March
31, June 30, September 30 and December 31 of each year.

                  8.09 Use of Proceeds. All proceeds of the Loans shall be used
as provided in Section 7.05.

                  8.10 Maintenance of Corporate Existence and Good Standing.
Parent will, and will cause each other Credit Party to, satisfy customary
corporate formalities, including the holding of regular board of directors' and
shareholders' meetings or action by directors or shareholders without a meeting
and the maintenance of corporate offices and records and to remain a duly
organized and validly existing corporation in good standing under the laws of
the jurisdiction of its organization. Neither Parent nor any other Credit Party
shall take any action, or conduct its affairs in a manner, which is likely to
result in the corporate existence of Parent or any other Credit Party being
ignored, or in the assets and liabilities of Parent or any of its Subsidiaries
being substantively consolidated with those of any other Person in a bankruptcy,
reorganization or other insolvency proceeding.

                  8.11 Guarantors. Parent shall promptly cause such Domestic
Subsidiaries (other than the Borrower and NHC) as are required to execute and
deliver a guaranty of the Obligations in order that Parent remain in compliance
with Section 9.03(g) to execute and deliver such a guaranty in substantially the
form of Exhibit H hereto (each, a "Subsidiary Guaranty").



                                      -30-
<PAGE>

                  8.12 ERISA. As soon as possible and, in any event, within 10
days after Parent, any Subsidiary or any ERISA Affiliate knows or has reason to
know that: (a) a material contribution required to be made with respect to (i)
any employee pension benefit plan (as defined in Section 3(2) of ERISA)
maintained or contributed to by (or to which there is an obligation to
contribute of) Parent or a Subsidiary or an ERISA Affiliate or (ii) any Foreign
Pension Plan has not been timely made or (b) Parent or any Subsidiary may incur
any material liability pursuant to any employee welfare benefit plan (as defined
in Section 3(1) of ERISA) that provides benefits to retired employees or other
former employees (other than as required by Section 601 of ERISA) or any
employee pension benefit plan (as defined in Section 3(2) of ERISA), Parent will
deliver to each of the Lenders a certificate of the Senior Vice
President-Finance or Controller of Parent setting forth details as to such
occurrence and the action, if any, that Parent, such Subsidiary or such ERISA
Affiliate is required or proposes to take, together with any notices required or
proposed to be given to or filed with or by Parent, the Subsidiary, the ERISA
Affiliate, a plan participant or the plan administrator.

                  SECTION 9. Negative Covenants. Parent hereby covenants and
agrees that as of the Effective Date and thereafter for so long as this
Agreement is in effect and until the Commitments have terminated, no Letters of
Credit or Notes are outstanding and the Loans and Unpaid Drawings, together with
interest, Fees and all other Obligations incurred hereunder, are paid in full:

                  9.01 Changes in Business; Business. Parent will not, and will
not permit any of its Subsidiaries to, materially alter the character of the
business of Parent and its Subsidiaries taken as a whole from that conducted at
the Effective Date (including any material expansion outside of the businesses
of oil and gas drilling, offshore contract drilling, turnkey drilling,
engineering and production management services, floating production and storage
operations, well construction management, field development and management,
multi-service vessel management, engineering and design, drilling rig and vessel
construction, reconstruction and retrofitting, technology research development
and marketing and related businesses or operations currently conducted or
hereafter entered into in connection therewith).

                  9.02 Consolidation, Merger, Sale of Assets, etc. Parent will
not, and will not permit any other Credit Party to, directly or indirectly,
merge with or into or consolidate with any other Person, or agree, become or
remain liable (contingently or otherwise) to do any of the foregoing, except
that, so long as no Default or Event of Default exists or would result
therefrom, (i) the Borrower may merge with another Person so long as the
Borrower is the surviving corporation, and (ii) any Guarantor may merge with the
Borrower so long as the Borrower is the surviving corporation, or may merge with
another Person so long as a Guarantor is the surviving entity. In addition to
the foregoing, Parent and its Subsidiaries, taken as a whole, shall not convey,
sell, lease, assign, transfer or otherwise dispose of, in one or a series of
transactions, all or substantially all of their property, business or assets.

                  9.03 Indebtedness. Parent will not, and will not permit any of
its Subsidiaries to contract, create, incur, assume or suffer to exist any
Indebtedness, except:

                  (a) Indebtedness incurred pursuant to this Agreement and the
other Credit Documents;


                                      -31-
<PAGE>


                  (b) Indebtedness existing on the Effective Date and listed on
Annex V, and to any subsequent extensions, refinancings or renewals thereof, so
long as such extension, refinancing or renewal does not cause the aggregate
principal amount thereof to increase from that in effect on the date of such
extension, refinancing or renewal, including guarantees thereof by the Parent
Guarantors;

                  (c) Indebtedness consisting of intercompany loans and
advances;

                  (d) Indebtedness under any Interest Rate Agreements, foreign
exchange agreement or derivatives obligations entered into by Parent in the
ordinary course of business and not for speculative purposes;

                  (e) Indebtedness of Parent or any Subsidiary of Parent under
performance guarantees and standby letters of credit issued in the ordinary
course of business;

                  (f) Indebtedness of a Person existing at the time such Person
becomes a Subsidiary of Parent or is merged with or into Parent or any
Subsidiary of Parent; provided that such Indebtedness is not incurred in
contemplation of such transaction; and

                  (g) Other Indebtedness of Parent and its Subsidiaries that may
be incurred in pro forma compliance with the financial covenants set forth in
Sections 9.08 (as of the last day of the most recently ended four fiscal quarter
period) and 9.09 (immediately after giving effect thereto) so long as (i) no
Default or Event of Default exists at the time of incurrence thereof or would
result therefrom and (ii) all such indebtedness of Subsidiaries of Parent that
are not Guarantors shall not at any time exceed an amount equal to ten percent
(10%) of the Consolidated Net Tangible Assets of Parent and its Subsidiaries;
provided that, to the extent that any Indebtedness of a Foreign Subsidiary of
Parent would cause the 10% limitation described in clause (ii) to be exceeded,
Parent may substitute one or more non-Guarantor Domestic Subsidiaries with
aggregate total tangible assets less total liabilities at all times at least as
great as such Foreign Subsidiary to become Subsidiary Guarantors hereunder.

                  9.04 Liens. Parent will not, and will not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any property or assets (real or personal, tangible or intangible) of
Parent or any of its Subsidiaries, whether now owned or hereafter acquired or
sell any such property or assets subject to an understanding or agreement,
contingent or otherwise, to repurchase such property or assets (including sales
of accounts receivable or notes with recourse to Parent or any Subsidiary of
Parent) or assign any right to receive income, or file or permit the filing of
any financing statement under the UCC or any other similar notice of Lien under
any similar recording or notice statute, except:

                  (a) Liens for taxes not yet due or Liens for taxes being
contested in good faith and by appropriate proceedings for which adequate
reserves (in the good faith judgment of the management of Parent) have been
established;

                  (b) Liens imposed by law or arising by operation of law which
were incurred in the ordinary course of business, such as carriers',
warehousemen's and mechanics' Liens, statutory landlord's Liens, maritime Liens
and other similar Liens arising in the ordinary course of business, and (x)
which do not in the aggregate materially detract from the value of Parent's,


                                      -32-
<PAGE>

or any Subsidiary's property or assets or materially impair the use thereof in
the operation of the business of Parent or any Subsidiary or (y) which are being
contested in good faith by appropriate proceedings (including the providing of
bail), which proceedings have the effect of preventing the forfeiture or sale of
the property or assets subject to such Lien or procuring the release of the
property or assets subject to such Lien from arrest or detention;

                  (c) Liens created in favor of the Lenders;

                  (d) Liens existing on the Effective Date and listed on Annex
VI, and Liens incurred pursuant to subsequent extensions, refinancings or
renewals of the underlying Indebtedness secured thereby so long as no additional
assets of Parent or any of its Subsidiaries are pledged in support thereof;

                  (e) Liens arising from judgments, decrees or attachments (or
securing of appeal bonds with respect thereto) to the extent not covered by
insurance, so long as the obligations in connection therewith do not exceed
$25,000,000 in the aggregate and do not otherwise give rise to an Event of
Default under Section 10.07;

                  (f) Liens existing on the Effective Date on the Noble Paul
Romano, Noble Paul Wolff and Noble Jim Thompson, to secure up to $287,000,000 of
Existing Indebtedness, less any principal repayments thereof since December 31,
2000;

                  (g) Liens securing Indebtedness of Non-Wholly Owned
Subsidiaries permitted by Section 9.03(c) and owing to Parent or any of its
Wholly Owned Subsidiaries, provided that no such Liens shall attach to any asset
of any Subsidiary which becomes a Subsidiary Guarantor pursuant to Sections 8.11
and/or 9.03(g) unless the secured party is itself a Guarantor;

                  (h) Liens on assets leased or acquired after the Effective
Date (including by way of acquisition of the capital stock or other equity
interests of any Person), or newly constructed after the date hereof, and Liens
on any existing assets materially upgraded (i.e., upgrades of $10 million or
more) after the date hereof, provided that (i) such Liens secure Indebtedness
otherwise permitted hereunder, (ii) such Liens exist on the date of such
acquisition or are incurred within one year following such lease, acquisition,
construction or upgrade, (iii) the Indebtedness secured by such Liens does not
exceed the cost of such leased, acquired or constructed asset or the cost of
such upgrade, as applicable, and (iv) such Liens shall not apply to any other
property or assets of Parent and its Subsidiaries;

                  (i) Other Liens of Parent and its Subsidiaries not described
in clauses (a) through (i) above securing Indebtedness in an aggregate
outstanding principal amount not to exceed $125,000,000 at any one time.

                  9.05 Restricted Payments. Parent will not, and will not permit
any of its Subsidiaries to, make any Restricted Payments, other than Restricted
Payments to any Credit Party, except that Parent and its Subsidiaries may make
Restricted Payments (i) so long as no Default or Event of Default exists or
would result therefrom and (ii) Parent shall be in pro forma compliance with
Sections 9.08 (for the last day of the most recently ended fiscal quarter) and
9.09 (immediately after giving effect thereto).



                                      -33-
<PAGE>

                  9.06 Restrictions on Subsidiaries. Parent will not, and will
not permit any of its Subsidiaries to, create or otherwise cause or suffer to
exist any encumbrance or restriction which prohibits or otherwise restricts (A)
the ability of any Subsidiary to (a) pay dividends or make other distributions
or pay any Indebtedness owed to Parent or any Subsidiary, (b) make loans or
advances to Parent or any Subsidiary, (c) transfer any of its properties or
assets to Parent or any Subsidiary or (B) the ability of Parent or any other
Subsidiary of Parent to create, incur, assume or suffer to exist any Lien upon
its property or assets to secure the Obligations, other than prohibitions or
restrictions existing under or by reason of:

                  (i) this Agreement and the other Credit Documents;

                  (ii) applicable law;

                  (iii) customary non-assignment provisions entered into in the
         ordinary course of business and consistent with past practices;

                  (iv) any restriction or encumbrance with respect to a
         Subsidiary of Parent imposed pursuant to an agreement which has been
         entered into for the sale or disposition of all or substantially all of
         the capital stock or assets of such Subsidiary, so long as such sale or
         disposition is permitted under this Agreement; and

                  (v) Permitted Liens and any documents or instruments governing
         the terms of any Indebtedness or other obligations secured by any such
         Liens, provided that such prohibitions or restrictions apply only to
         the assets subject to such Liens.

                  9.07 Transactions with Affiliates. (a) Parent will not, and
will not permit any Subsidiary to, enter into any transaction or series of
transactions after the Effective Date whether or not in the ordinary course of
business, with any Affiliate other than on terms and conditions substantially as
favorable to Parent or such Subsidiary as would be obtainable by Parent or such
Subsidiary at the time in a comparable arm's-length transaction with a Person
other than an Affiliate, provided that the foregoing restrictions shall not
apply to (i) employment arrangements entered into in the ordinary course of
business with officers of Parent and its Subsidiaries, (ii) customary fees paid
to members of the Board of Directors of Parent and of its Subsidiaries, (iii)
immaterial transactions with the officers or members of the Board of Directors
of Parent or its Subsidiaries and (iv) immaterial transactions with Affiliates.

                  (b) Parent will not and will not permit any Guarantor to
transfer any assets to any Subsidiary which is not a Guarantor unless,
immediately after giving effect thereto, Parent shall remain in compliance with
the provisions of Section 9.03 (including, without limitation, Section 9.03(g)).

                  9.08 Interest Coverage Ratio. Parent shall not permit the
Interest Coverage Ratio on the last day of any period of four consecutive fiscal
quarters of Parent, taken as one accounting period, to be less than 3.00:1.00.

                  9.09 Leverage Ratio. Parent shall not permit the Leverage
Ratio at any time to be more than 0.40:1.00.



                                      -34-
<PAGE>


                  SECTION 10. Events of Default. Upon the occurrence of any of
the following specified events (each an "Event of Default"):

                  10.01 Payments. The Borrower shall default in the payment when
due of any principal of the Loans or default in the payment when due, and such
default shall continue for more than two Business Days, of any interest, Fees,
Unpaid Drawings or other amounts owing hereunder or under any other Credit
Document; or

                  10.02 Representations, etc. Any representation, warranty or
statement made by any Credit Party herein or in any other Credit Document or in
any statement or certificate delivered or required to be delivered pursuant
hereto or thereto shall prove to be untrue in any material respect on the date
as of which made or deemed made; or

                  10.03 Covenants. Any Credit Party shall (a) default in the due
performance or observance by it of any term, covenant or agreement contained in
Sections 8.01(d), 8.08 or 9 or (b) default in the due performance or observance
by it of any term, covenant or agreement (other than those referred to in
Sections 10.01, 10.02 or clause (a) of this Section 10.03) contained in this
Agreement, and such default shall continue unremedied for a period of at least
30 days after notice to Parent by the Administrative Agent or the Required
Lenders; or

                  10.04 Default Under Other Agreements. (a) Parent or any of its
Subsidiaries shall (i) default in any payment with respect to any Indebtedness
(other than the Obligations) beyond the period of grace, if any, applicable
thereto or (ii) default in the observance or performance of any agreement or
condition relating to any such Indebtedness or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event shall
occur or condition exist, the effect of which default or other event or
condition is to cause, or to permit the holder or holders of such Indebtedness
(or a trustee or agent on behalf of such holder or holders) to cause any such
Indebtedness to become due prior to its stated maturity; or (b) any such
Indebtedness of Parent or any of its Subsidiaries shall be declared to be due
and payable, or required to be prepaid other than by a regularly scheduled
required prepayment, prior to the stated maturity thereof, provided that it
shall not constitute an Event of Default pursuant to this Section 10.04 unless
the aggregate amount of all Indebtedness referred to in clauses (a) and (b)
above exceeds $25,000,000 at any one time; or

                  10.05 Bankruptcy, etc. Parent or any Subsidiary shall commence
a voluntary case concerning itself under Title 11 of the United States Code
entitled "Bankruptcy," as now or hereafter in effect, or any successor thereto
(the "Bankruptcy Code"); or an involuntary case is commenced against Parent or
any other Credit Party and the petition is not controverted within 10 days, or
is not dismissed within 60 days, after commencement of the case; or a custodian
(as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or
substantially all of the property of Parent or any other Credit Party; Parent or
any other Credit Party commences any other proceeding under any reorganization,
arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or
liquidation or similar law of any jurisdiction whether now or hereafter in
effect relating to Parent or any other Credit Party; or there is commenced
against Parent or any other Credit Party any such case or proceeding which
remains undismissed for a period of 60 days; or Parent or any other Credit Party
is adjudicated insolvent or bankrupt; or any order of relief or other order
approving any such case or proceeding is entered; Parent or any other Credit


                                      -35-
<PAGE>

Party suffers any appointment of any custodian or the like for it or any
substantial part of its property to continue undischarged or unstayed for a
period of 60 days; or Parent or any other Credit Party makes a general
assignment for the benefit of creditors; or any corporate action is taken by
Parent or any other Credit Party for the purpose of effecting any of the
foregoing; or

                  10.06 Guaranty. Any Guaranty or any provision thereof shall,
after execution and delivery thereof, cease to be in full force and effect, or
any Guarantor or any Person acting by or on behalf of such Guarantor shall deny
or disaffirm all or any portion of such Guarantor's obligation thereunder, or
any Guarantor shall default in the observance of any term, covenant or agreement
on its part to be performed or observed pursuant thereto and such default (other
than any default arising from a failure to make any payment thereunder) shall
continue unremedied for a period of at least 30 days after notice to Parent by
the Administrative Agent or the Required Lenders; or

                  10.07 Judgments. One or more unpaid judgments or decrees shall
be entered against Parent or any Subsidiary involving a liability not covered by
insurance of $25,000,000 or more in the aggregate for all such judgments and
decrees for Parent and the other Credit Parties and any such judgments or
decrees shall not have been vacated, discharged or stayed or bonded pending
appeal within 30 days from the entry thereof for domestic judgments or 60 days
from the entry thereof for foreign judgments; or

                  10.08 ERISA. (a) Any Plan shall fail to satisfy the minimum
funding standard required for any plan year or part thereof under Section 412 of
the Code or Section 302 of ERISA or a waiver of such standard or extension of
any amortization period is sought or granted under Section 412 of the Code or
Section 303 or 304 of ERISA, a Reportable Event shall have occurred, a
contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan
subject to Title IV of ERISA shall be subject to the advance reporting
requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph
(b)(1) thereof) and an event described in subsection .62, .63, .64, .65, .66,
..67 or .68 of PBGC Regulation Section 4043 shall be reasonably expected to occur
with respect to such Plan within the following 30 days, any Plan which is
subject to Title IV of ERISA shall have had or is reasonably likely to have a
trustee appointed to administer such Plan, any Plan which is subject to Title IV
of ERISA is, shall have been or is reasonably likely to be terminated or to be
the subject of termination proceedings under ERISA, any Plan shall have an
Unfunded Current Liability, a contribution required to be made with respect to a
Plan or a Foreign Pension Plan is not timely made, Parent or any of its
Subsidiaries or any ERISA Affiliate has incurred or is likely to incur any
liability to or on account of a Plan under Section 409, 502(i), 502(l), 515,
4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971
or 4975 of the Code or on account of a group health plan (as defined in Section
607(1) of ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the
Code, or Parent, or any of its Subsidiaries, has incurred or is likely to incur
liabilities pursuant to one or more employee welfare benefit plans (as defined
in Section 3(1) of ERISA) that provide benefits to retired employees or other
former employees (other than as required by Section 601 of ERISA) or Plans or
Foreign Pension Plans, a "default," within the meaning of Section 4219(c)(5) of
ERISA, shall occur with respect to any Plan; any applicable law, rule or
regulation is adopted, changed or interpreted, or the interpretation or
administration thereof is changed, in each case after the date hereof, by any
governmental authority or agency or by any court (a "Change in Law"), or, as a
result of a Change in Law, an event occurs following


                                      -36-
<PAGE>

a Change in Law, with respect to or otherwise affecting any Plan; (b) there
shall result from any such event or events the imposition of a lien, the
granting of a security interest, or a liability or a material risk of incurring
a liability; and (c) such liability (including any liability underlying any such
lien or security interest, individually, or in the aggregate), exceeds
$25,000,000; or

                  10.09 Change of Control. Any Change of Control shall occur;

                  then, and in any such event, and at any time thereafter, if
any Event of Default shall then be continuing, the Administrative Agent shall,
upon the written request of the Required Lenders, by written notice to the
Borrower, take any or all of the following actions, without prejudice to the
rights of the Administrative Agent or any Lender to enforce its claims against
the Borrower, except as otherwise specifically provided for in this Agreement
(provided that, if an Event of Default specified in Section 10.05 shall occur
with respect to Parent or any Subsidiary, the result which would occur upon the
giving of written notice by the Administrative Agent as specified in clauses (i)
and (ii) below shall occur automatically without the giving of any such notice):
(i) declare the Total Commitment terminated, whereupon the Commitment of each
Lender shall forthwith terminate immediately and any Facility Fee shall
forthwith become due and payable without any other notice of any kind; (ii)
declare the principal of and any accrued interest in respect of all Loans and
all obligations owing hereunder (including Unpaid Drawings) and thereunder to
be, whereupon the same shall become, forthwith due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower; (iii) terminate any Letter of Credit which may be
terminated in accordance with its terms; (iv) direct the Borrower to pay (and
the Borrower hereby agrees upon receipt of such notice, or upon the occurrence
of any Event of Default specified in Section 10.05 in respect of the Borrower,
it will pay) to the Administrative Agent at the Payment Office such additional
amounts of cash, to be held as security for the Borrower's reimbursement
obligations in respect of Letters of Credit then outstanding equal to the
aggregate Stated Amount of all Letters of Credit then outstanding; and (v) apply
any amounts held as cash collateral pursuant to Section 4.02 or this Section 10
to repay Obligations.

                  SECTION 11. Definitions. As used herein, the following terms
shall have the meanings herein specified unless the context otherwise requires.
Defined terms in this Agreement shall include in the singular number the plural
and in the plural the singular:

                  "Additional Loans" shall have the meaning provided in Section
1.14(a).

                  "Adjusted Consolidated EBITDA" shall mean for any period
Consolidated EBITDA for such period, less cash Dividends and cash taxes paid
during such period, plus, without duplication, cash payments for the repurchase
of common stock made pursuant to Section 9.05.

                  "Administrative Agent" shall have the meaning provided in the
first paragraph of this Agreement and shall include any successor to the
Administrative Agent appointed pursuant to Section 12.09.

                  "Affected Eurodollar Loan" shall have the meaning provided in
Section 4.02(B).

                                      -37-
<PAGE>

                  "Affiliate" shall mean, with respect to any Person, any other
Person directly or indirectly controlling (including but not limited to all
directors and officers of such Person), controlled by, or under direct or
indirect common control with such Person. A Person shall be deemed to control a
corporation if such Person possesses, directly or indirectly, the power (i) to
vote 10% or more of the securities having ordinary voting power for the election
of directors of such corporation or (ii) to direct or cause the direction of the
management and policies of such corporation, whether through the ownership of
voting securities, by contract or otherwise.

                  "Agents" shall mean, collectively NBN, in its capacity as
Administrative Agent, Wells Fargo Bank Texas, National Association and SunTrust
Bank, in their capacities as Documentation Agents and The Bank of
Tokyo-Mitsubishi, Ltd. and Westdeutsche-Landesbank Girozentrale, New York
Branch, in their capacities as Syndication Agents.

                  "Agreement" shall mean this Credit Agreement, as the same may
be modified, amended and/or supplemented from time to time.

                  "Applicable Eurodollar Margin" shall at all times be a
percentage per annum determined in accordance with the Pricing Grid set forth on
Annex III hereto and the Borrower's then applicable Credit Rating.

                  "Applicable Facility Fee Percentage" shall at all times be a
percentage per annum determined in accordance with the Pricing Grid set forth on
Annex III hereto and the Borrower's then applicable Credit Rating.

                  "Applicable Utilization Fee Percentage" shall at all times be
a percentage per annum determined in accordance with the Pricing Grid set forth
on Annex III hereto and the Borrower's then applicable Credit Rating.

                  "Approved Bank" shall have the meaning provided in the
definition of "Cash Equivalents."

                  "Assignment and Assumption Agreement" shall mean the
Assignment and Assumption Agreement substantially in the form of Exhibit J
(appropriately completed).

                  "Authorized Officer" shall mean any senior officer of a Credit
Party designated as such in writing to the Administrative Agent by such Credit
Party.

                  "Available Unutilized Commitment" for each Lender, shall mean
the excess of (i) the Commitment of such Lender over (ii) the sum of (x) the
aggregate outstanding principal amount of Loans made by such Lender plus (y)
such Lender's Percentage of the Letter of Credit Outstandings at such time.

                  "Bankruptcy Code" shall have the meaning provided in Section
10.05.

                  "Base Rate" at any time shall mean the higher of, (i) the rate
which is 1/2 of 1% in excess of the Federal Funds Effective Rate, and (ii) the
Prime Lending Rate.


                                      -38-
<PAGE>


                  "Base Rate Loan" shall mean each Loan bearing interest at the
rates provided in Section 1.08(a).

                  "Borrower" shall have the meaning provided in the first
paragraph of this Agreement.

                  "Borrowing" shall mean the incurrence of one Type of Loan
pursuant to the Facility by the Borrower from all of the Lenders with respect to
such Facility on a pro rata basis on a given date (or resulting from conversions
on a given date), having in the case of Eurodollar Loans the same Interest
Period; provided that Base Rate Loans incurred pursuant to Section 1.10(b) shall
be considered part of any related Borrowing of Eurodollar Loans.

                  "Business Day" shall mean (i) for all purposes other than as
covered by clause (ii) below, any day excluding Saturday, Sunday and any day
which shall be in the City of New York a legal holiday or a day on which banking
institutions are authorized by law or other governmental actions to close and
(ii) with respect to all notices and determinations in connection with, and
payments of principal and interest on, Eurodollar Loans, any day which is a
Business Day described in clause (i) and which is also a day for trading by and
between banks in U.S. dollar deposits in the interbank Eurodollar market.

                  "Capital Lease" as applied to any Person shall mean any lease
of any property (whether real, personal or mixed) by that Person as lessee
which, in conformity with GAAP, is accounted for as a capital lease on the
balance sheet of that Person.

                  "Capitalized Lease Obligations" shall mean all obligations
under Capital Leases of Parent or any of its Subsidiaries in each case taken at
the amount thereof accounted for as liabilities in accordance with GAAP.

                  "Cash Equivalents" shall mean (i) securities issued or
directly and fully guaranteed or insured by the United States of America or any
agency or instrumentality thereof (provided that the full faith and credit of
the United States of America is pledged in support thereof) having maturities of
not more than five years from the date of acquisition, or repurchase obligations
with respect thereto, (ii) U.S. dollar denominated time deposits, certificates
of deposit, bankers' acceptances and Eurocurrency deposits of (x) any Lender,
(y) any domestic commercial bank of recognized standing having capital and
surplus in excess of $100,000,000 or (z) any bank (or the parent company of such
bank) whose short-term commercial paper rating from S&P is at least A-1 or the
equivalent thereof or from Moody's is at least P-1 or the equivalent thereof
(any such bank, an "Approved Bank"), in each case with maturities of not more
than one year from the date of acquisition, (iii) repurchase obligations with a
term of not more than seven days for underlying securities of the types
described in clause (i) above entered into with any bank meeting the
qualifications specified in clause (ii) above, (iv) commercial paper issued by
any Lender or Approved Bank or by the parent company of any Lender or Approved
Bank and commercial paper issued by, or guaranteed by, any corporation with a
short-term commercial paper rating of at least A-1 or the equivalent thereof by
S&P or at least P-1 or the equivalent thereof by Moody's, or guaranteed by any
industrial company with a long term unsecured debt rating of at least A or A2,
or the equivalent of each thereof, from S&P or Moody's, as the case may be, and
in each case maturing within one year after the date of


                                      -39-
<PAGE>

acquisition and (v) investments in money market mutual funds having assets in
excess of $100,000,000.

                  "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et
seq.
                  "Change of Control" shall mean (a) any "person" (as such term
is used in Sections 13(d) and 14(d) of the Exchange Act), is or becomes the
beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act),
directly or indirectly, of more than 50% of the total voting power of the Voting
Stock of Parent, (b) during any period of two consecutive years individuals who
at the beginning of such period constituted the Board of Directors of Parent
(together with any new directors whose election by such Board of Directors or
whose nomination for election by the stockholders of Parent was approved by a
vote of a majority of the directors of Parent then still in office who were
either directors at the beginning of such period or whose election or nomination
for election was previously so approved) cease for any reason to constitute a
majority of the Board of Directors of Parent then in office or (c) Parent shall
cease to own directly or indirectly 100% of the issued and outstanding capital
stock of the Borrower.

                  "Claims" shall have the meaning provided in the definition of
"Environmental Claims."

                  "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time and the regulations promulgated and the rulings issued
thereunder. Section references to the Code are to the Code, as in effect on the
Effective Date and any subsequent provisions of the Code, amendatory thereof,
supplemental thereto or substituted therefor.

                  "Commitment" shall mean, with respect to each Lender, the
amount set forth opposite such Lender's name in Annex I directly below the
column entitled "Commitment," as the same may be (x) reduced from time to time
pursuant to Sections 3.02, 3.03 and/or 10, (y) adjusted from time to time as a
result of assignments to or from such Lender pursuant to Section 13.04, or (z)
increased from time to time pursuant to Section 1.14.

                  "Consolidated EBIT" shall mean, for any period, (A) the sum of
the amounts for such period of (i) Consolidated Net Income, (ii) provisions for
taxes based on income, (iii) Consolidated Interest Expense, (iv) amortization or
write-off of deferred financing costs to the extent deducted in determining
Consolidated Net Income and (v) losses on sales of assets (excluding sales in
the ordinary course of business) and other extraordinary losses less (B) the
amount of gains on sales of assets (excluding sales in the ordinary course of
business) and other extraordinary gains, all as determined on a consolidated
basis in accordance with GAAP.

                  "Consolidated EBITDA" shall mean, for any period, the sum of
the amounts for such period of (i) Consolidated EBIT, (ii) depreciation expense
of Parent and its Subsidiaries and (iii) amortization expense of Parent and its
Subsidiaries, all as determined on a consolidated basis in accordance with GAAP.

                  "Consolidated Funded Indebtedness" shall mean, as at any date
of determination, the aggregate stated balance sheet amount of all Indebtedness
(including the Loans) of the Borrower and its Subsidiaries on a consolidated
basis as determined in accordance with GAAP,


                                      -40-
<PAGE>

excluding all Contingent Obligations relating to the Indebtedness of any Person
which is included in the calculation of Consolidated Funded Indebtedness of
Parent and its Subsidiaries.

                  "Consolidated Interest Expense" shall mean, for any period,
total interest expense (including that attributable to Capital Leases) of Parent
and its Subsidiaries in accordance with GAAP on a consolidated basis with
respect to all outstanding Indebtedness of Parent and its Subsidiaries.

                  "Consolidated Net Income" shall mean for any period, the net
income (or loss) of Parent and its Subsidiaries on a consolidated basis for such
period taken as a single accounting period determined in conformity with GAAP.

                  "Consolidated Net Tangible Assets" shall mean the book value
of all assets of Parent and its Subsidiaries determined in accordance with GAAP
minus (x) current liabilities and (y) the book value of all goodwill and other
intangible assets determined in accordance with GAAP.

                  "Consolidated Net Worth" shall mean, at any time,
shareholder's equity of Parent and its Subsidiaries on a consolidated basis
determined in accordance with GAAP.

                  "Contingent Obligations" shall mean as to any Person any
obligation of such Person guaranteeing or intending to guarantee any
Indebtedness, leases, dividends or other obligations ("primary obligations") of
any other Person (the "primary obligor") in any manner, whether directly or
indirectly, including, without limitation, any obligation of such Person,
whether or not contingent, (a) to purchase any such primary obligation or any
property constituting direct or indirect security therefor, (b) to advance or
supply funds (i) for the purchase or payment of any such primary obligation or
(ii) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor, (c) to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation or (d) otherwise to assure or hold
harmless the owner of such primary obligation against loss in respect thereof,
provided, however, that the term Contingent Obligation shall not include
endorsements of instruments for deposit or collection in the ordinary course of
business. The amount of any Contingent Obligation shall be deemed to be an
amount equal to the stated or determinable amount of the primary obligation in
respect of which such Contingent Obligation is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by such
Person in good faith.

                  "Credit Documents" shall mean this Agreement, the Notes and
each Subsidiary Guaranty (if any) and any documents executed in connection
therewith.

                  "Credit Event" shall mean and include the making of a Loan or
the issuance of a Letter of Credit.

                  "Credit Party" shall mean the Borrower and each Guarantor.


                                      -41-
<PAGE>


                  "Credit Rating" shall mean the Borrower's credit rating in
respect of its senior unsecured long term debt obligations as determined by
reference to the S&P Credit Rating and the Moody's Credit Rating, there being
six categories for purposes of this Agreement:

<Table>
<Caption>
                         S&P Credit Rating               Moody's Credit Rating
                         -----------------               ---------------------
<S>                      <C>                             <C>
Category 1               A+, or higher                   A1, or higher
Category 2               A                               A2
Category 3               A-                              A3
Category 4               BBB+                            Baa1
Category 5               BBB                             Baa2
Category 6               BBB- or lower                   Baa3 or lower
</Table>
                  In the event that none of the Borrower's senior unsecured long
term debt is rated by the Rating Agencies, the Borrower shall be deemed to have
a category 6 Credit Rating. If only one Credit Rating exists at any time, then
such Credit Rating shall be utilized. In the event of a split rating of two or
more Categories, the Category one below the higher Category will apply. In the
event that the S&P Credit Rating and Moody's Credit Rating differ by one
Category, the higher of the two shall apply. In the event that either S&P or
Moody's revises its rating system as in effect on the Effective Date, the
Borrower's Credit Rating shall be determined based on the rating which is most
analogous to the applicable rating set forth above.

                  If any Credit Rating shall be downgraded by Moody's or S&P,
such change shall be effective for purposes of this definition as of the
Business Day on which such change in Credit Rating is announced by Moody's
and/or S&P, as the case may be, provided that nothing herein shall relieve the
Borrower of its obligation to notify the Lenders of any such change pursuant to
Section 8.01. If any credit rating shall be upgraded by Moody's or S&P, such
change shall be effective for purposes of this definition as of the Business Day
upon which the Lenders receive notice of any such change pursuant to Section
8.01.

                  "Default" shall mean any event, act or condition which with
notice or lapse of time, or both, would constitute an Event of Default.

                  "Defaulting Lender" shall mean any Lender with respect to
which a Lender Default is in effect.

                  "Dividend" shall mean to declare or pay on the part of Parent
or any of its Subsidiaries any dividends (other than dividends payable solely in
capital stock of such Person) or return any capital to, its stockholders or
authorize or make any other distribution, payment or delivery of property or
cash to its stockholders as such, or redeem, retire, purchase or otherwise
acquire, directly or indirectly, for a consideration, any shares of any class of
its capital stock now or hereafter outstanding (or any warrants for or options
or stock appreciation rights in respect of any of such shares), or set aside any
funds for any of the foregoing purposes, or permit any of its


                                      -42-
<PAGE>

Subsidiaries to purchase or otherwise acquire for consideration any shares of
any class of the capital stock of Parent or any other Subsidiary, as the case
may be, now or hereafter outstanding (or any options or warrants or stock
appreciation rights issued by such Person with respect to its capital stock).

                  "Dollar Equivalent" of an amount denominated in any currency
other than Dollars (the "applicable currency") shall mean, at any time of
determination thereof, the amount of Dollars which could be purchased with the
amount of the applicable currency involved in such computation at the spot
exchange rate therefor as quoted by the Administrative Agent as of 11:00 a.m.
(New York time) on the date two Business Days prior to the date of any
determination thereof.

                  "Dollars" shall mean freely transferable lawful money of the
United States.

                  "Domestic Subsidiary" shall mean, as to any Person, any
Subsidiary that is incorporated under the laws of the United States, any State
thereof or any territory thereof.

                  "Effective Date" shall have the meaning specified in the
Existing Credit Agreement, i.e., May 30, 2001.

                  "Eligible Transferee" shall mean and include a commercial
bank, financial institution or other "accredited investor" (as defined by
Regulation D of the Securities Act of 1933).

                  "Environmental Claims" means any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, liens,
notices of noncompliance or violation, investigations (other than internal
reports prepared by Parent or any of its Subsidiaries solely in the ordinary
course of such Person's business and not in response to any third party action
or request of any kind) or proceedings relating in any way to any Environmental
Law or any permit issued, or any approval given, under any such Environmental
Law (hereafter, "Claims"), including, without limitation, (a) any and all Claims
by governmental or regulatory authorities for enforcement, cleanup, removal,
response, remedial or other actions or damages pursuant to any applicable
Environmental Law, and (b) any and all Claims by any third party seeking
damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from Hazardous Materials arising from alleged injury
or threat of injury to health, safety or the environment.

                  "Environmental Law" means any applicable Federal, state,
foreign or local statute, law, rule, regulation, ordinance, code, guide, policy
and rule of common law now or hereafter in effect and in each case as amended,
and any judicial or administrative interpretation thereof, including any
judicial or administrative order, consent decree or judgment, relating to the
environment, or Hazardous Materials, including, without limitation, CERCLA;
RCRA; the Federal Water Pollution Control Act, as amended, 33 U.S.C. Section
1251 et seq.; the Toxic Substances Control Act, 15 U.S.C. Section 7401 et seq.;
the Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Safe Drinking Water Act,
42 U.S.C. Section 3808 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. Section
2701 et seq.; and any applicable state and local or foreign counterparts or
equivalents.



                                      -43-
<PAGE>

                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended from time to time, and the regulations promulgated and
rulings issued thereunder. Section references to ERISA are to ERISA, as in
effect at the Effective Date and any subsequent provisions of ERISA, amendatory
thereof, supplemental thereto or substituted therefor.

                  "ERISA Affiliate" shall mean each person (as defined in
Section 3(9) of ERISA) which together with Parent or any Subsidiary would be
deemed to be a "single employer" (i) within the meaning of Sections 414(b), (c),
(m) and (o) of the Code or (ii) as a result of Parent or any Subsidiary being or
having been a general partner of such person.

                  "Eurodollar Loans" shall mean each Loan bearing interest at
the rates provided in Section 1.08(b).

                  "Eurodollar Rate" shall mean with respect to each Interest
Period for a Loan, the offered rate (rounded upward to the nearest 1/16 of one
percent) for deposits of Dollars for a period equivalent to such period at or
about 11:00 A.M. (London time) on the second London Banking Day before the first
day of such period as is displayed on Telerate page 3750 (British Bankers'
Association Interest Settlement Rates) (or such other page as may replace such
page 3750 on such system or on any other system of the information vendor for
the time being designated by the British Bankers' Association to calculate the
BBA Interest Settlement Rate (as defined in the British Bankers' Association's
Recommended Terms and Conditions ("BBAIRS" terms) dated August 1985)), provided
that if on such date no such rate is so displayed, the Eurodollar Rate for such
period shall be the rate quoted to the Administrative Agent as the offered rate
for deposits of Dollars in an amount approximately equal to the amount in
relation to which the Eurodollar Rate is to be determined for a period
equivalent to such period by prime banks in the London Interbank Market at or
about 11:00 A.M. (London time) on the second Banking Day before the first day of
such period.

                  "Event of Default" shall have the meaning provided in Section
10.

                  "Existing Credit Agreement" shall have the meaning provided in
the Whereas clauses to this Agreement.

                  "Existing Indebtedness" shall have the meaning provided in
Section 7.18.

                  "Facility" shall mean the credit facility established under
this Agreement, evidenced by the Notes.

                  "Facility Fee" shall have the meaning provided in Section
3.01(a).

                  "Facing Fee" shall have the meaning provided in Section
3.01(c).

                  "Federal Funds Effective Rate" shall mean 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


                                      -44-
<PAGE>

such transactions received by the Administrative Agent from three Federal
Funds brokers of recognized standing selected by the Administrative Agent.

                  "Fees" shall mean all amounts payable pursuant to, or referred
to in, Section 3.01.

                  "Foreign Pension Plan" means any plan, fund (including,
without limitation, any superannuation fund) or other similar program
established or maintained outside the United States of America by Parent or any
one or more of its Subsidiaries primarily for the benefit of employees of Parent
or such Subsidiaries residing outside the United States of America, which plan,
fund or other similar program provides, or results in, retirement income, a
deferral of income in contemplation of retirement or payments to be made upon
termination of employment, and which plan is not subject to ERISA or the Code.

                  "Foreign Subsidiary" shall mean any Subsidiary that is not a
Domestic Subsidiary.

                  "GAAP" shall mean generally accepted accounting principles in
the United States of America as in effect on the date of this Agreement; it
being understood and agreed that determinations in accordance with GAAP for
purposes of Section 9, including defined terms as used therein, are subject to
Section 13.07(a).

                  "Guaranteed Creditors" shall mean and include each of the
Agents, the Letter of Credit Issuers, the Lenders and each Lender or affiliate
of such Lender (each such Lender or affiliate, even if the respective Lender
subsequently ceases to be a Lender under the Credit Agreement for any reason)
party to an Interest Rate Agreement.

                  "Guaranteed Obligations" shall mean (i) the full and prompt
payment when due (whether at the stated maturity, by acceleration or otherwise)
of the principal and interest on each Note issued by, and all Loans made to, the
Borrower under this Agreement and all reimbursement obligations and Unpaid
Drawings with respect to Letters of Credit, together with all the other
obligations (including obligations which, but for the automatic stay under
Section 362(a) of the Bankruptcy Code, would become due), indebtedness and
liabilities (including, without limitation, indemnities, fees and interest
(including any interest accruing after the commencement of any bankruptcy,
insolvency, receivership or similar proceeding at the rate provided for herein,
whether or not such interest is an allowed claim in any such proceeding)
thereon) of the Borrower to the Lenders, Letter of Credit Issuers and the Agents
now existing or hereafter incurred under, arising out of or in connection with
this Agreement and each other Credit Document to which the Borrower is a party
and the due performance and compliance by the Borrower with all the terms,
conditions and agreements contained in the Credit Agreement and in each such
other Credit Document and (ii) the full and prompt payment when due (whether at
the stated maturity, by acceleration or otherwise) of all obligations (including
obligations which, but for the automatic stay under Section 362(a) of the
Bankruptcy Code, would become due), liabilities and indebtedness (including any
interest accruing after the commencement of any bankruptcy, insolvency,
receivership or similar proceeding at the rate provided for herein, whether or
not such interest is an allowed claim in any such proceeding) of the Borrower
owing under any Interest Rate Agreement entered into by the Borrower with any
Lender or any affiliate thereof (even if such Lender subsequently ceases to be a
Lender under this Agreement for any


                                      -45-
<PAGE>

reason) so long as such Lender or affiliate participates in such Interest Rate
Agreement and their subsequent assigns, if any, whether now in existence or
hereafter arising, and the due performance and compliance with all terms,
conditions and agreements contained therein.

                  "Guarantor" shall mean each Parent Guarantor and each
Subsidiary Guarantor.

                  "Guaranty" shall mean the Parent Guaranty and the Subsidiary
Guaranty.

                   "Hazardous Materials" means (a) any petroleum or petroleum
products, radioactive materials, asbestos in any form that is or could become
friable, urea formaldehyde foam insulation, transformers or other equipment that
contained electric fluid containing levels of polychlorinated biphenyls, and
radon gas; (b) any chemicals, materials or substances defined as or included in
the definition of "hazardous substances," "hazardous waste," "hazardous
materials," "extremely hazardous waste," "restricted hazardous waste," "toxic
substances," "toxic pollutants," "contaminants," or "pollutants," or words of
similar import, under any applicable Environmental Law; and (c) any other
chemical, material or substance, exposure to which is prohibited, limited or
regulated by any governmental authority.

                  "Indebtedness" of any Person shall mean without duplication
(i) all indebtedness of such Person for borrowed money, (ii) the deferred
purchase price of assets or services which in accordance with GAAP would be
shown on the liability side of the balance sheet of such Person, (iii) the face
amount of all letters of credit issued for the account of such Person and,
without duplication, all drafts drawn thereunder, (iv) all Indebtedness of a
second Person secured by any Lien on any property owned by such first Person,
whether or not such indebtedness has been assumed, (v) all Capitalized Lease
Obligations of such Person, (vi) all obligations of such Person to pay a
specified purchase price for goods or services whether or not delivered or
accepted, i.e., take-or-pay and similar obligations, (vii) all net obligations
of such Person under Interest Rate Agreements and (viii) all Contingent
Obligations of such Person (other than Contingent Obligations arising from the
guaranty by such Person of Permitted Indebtedness of Parent and/or its
Subsidiaries), provided that Indebtedness shall not include trade payables and
accrued expenses, in each case arising in the ordinary course of business.

                  "Interest Coverage Ratio" shall mean, for any period, the
ratio of (i) Adjusted Consolidated EBITDA for such period to (ii) Consolidated
Interest Expense for such period.

                  "Interest Period" with respect to any Eurodollar Loan shall
have the meaning provided in Section 1.09.

                  "Interest Rate Agreement" shall mean any interest rate swap
agreement, any interest rate cap agreement, any interest rate collar agreement
or other similar agreement or arrangement designed to protect Parent or any
Subsidiary against interest rate risk.

                  "Investments" shall mean and include (i) lending money or
credit or making advances to any Person (net of any repayments or returns
thereof), (ii) purchasing or acquiring any stock, obligations or securities of,
or any other interest in, or making capital contributions to any Person, or
(iii) guaranteeing the debt or obligations of any other Person.


                                      -46-
<PAGE>


                  "L/C Supportable Obligations" shall mean such obligations of
Parent or its Subsidiaries as may be supported by a Letter of Credit in
accordance with the policies of the respective Letter of Credit Issuer.
                  "Leasehold" of any Person means all of the right, title and
interest of such Person as lessee or licensee in, to and under leases or
licenses of land, improvements and/or fixtures.

                  "Lender" shall have the meaning provided in the first
paragraph of this Agreement.

                  "Lender Default" shall mean (i) the refusal (which has not
been retracted) of a Lender to make available its portion of any Borrowing or to
fund its portion of any unreimbursed payment under Section 2.05(c) or (ii) a
Lender having notified the Administrative Agent and/or the Borrower that it does
not intend to comply with the obligations under Section 1.01 or under Section
2.05(c).

                  "Letter of Credit" shall have the meaning provided in Section
2.01(a).

                  "Letter of Credit Fee" shall have the meaning provided in
Section 3.01(b).

                  "Letter of Credit Issuer" shall mean NBN, Westdeutsche
Landesbank Girozentrale, New York Branch, SunTrust Bank, The Fuji Bank, Limited,
The Bank of Tokyo-Mitsubishi, Ltd. and any other Lender which may, in such
Lender's sole discretion and with the consent of the Administrative Agent (such
consent not to be unreasonably withheld), agree to become a Letter of Credit
Issuer hereunder from time to time.

                  "Letter of Credit Outstandings" shall mean, at any time, the
sum of, without duplication, (i) the aggregate Stated Amount of all outstanding
Letters of Credit and (ii) the aggregate amount of all Unpaid Drawings in
respect of all Letters of Credit.

                  "Letter of Credit Request" shall have the meaning provided in
Section 2.03(a).

                  "Leverage Ratio" shall mean, at any date of determination, the
ratio of Consolidated Funded Indebtedness on such date to Total Capitalization
on such date.

                  "Lien" shall mean any mortgage, pledge, security interest,
security title, encumbrance, lien or charge of any kind (including any agreement
to give any of the foregoing, any conditional sale or other title retention
agreement or any lease in the nature thereof).

                  "Loan" shall have the meaning provided in Section 1.01.

                  "Margin Stock" shall have the meaning provided in Regulation
U.

                  "Material Adverse Effect" shall mean a material adverse effect
on the business, property, assets, liabilities, operations, financial condition
or prospects of Parent and its Subsidiaries taken as a whole.

                  "Maturity Date" shall mean the fifth anniversary of the
Effective Date.


                                      -47-
<PAGE>


                  "Minimum Borrowing Amount" shall mean (i) for Loans maintained
as Base Rate Loans, $1,000,000, and (ii) for Loans maintained as Eurodollar
Loans, $5,000,000.

                  "Moody's" shall mean Moody's Investors Service, Inc. and its
successors.

                  "Moody's Credit Rating" shall mean the rating level (it being
understood that a rating level shall include all alphabetical (including case
distinctions), numerical and (+) and (-) modifiers) assigned by Moody's to the
senior unsecured long term debt of the Borrower.

                  "NBN" shall mean Nordea Bank Norge ASA, New York Branch, in
its individual capacity.

                  "NHC" has the meaning provided in the first paragraph of this
Agreement.

                  "Non-Defaulting Lender" shall mean each Lender other than a
Defaulting Lender.

                  "Non-Wholly Owned Subsidiary" shall mean any Subsidiary of
Parent which is not a Wholly-Owned Subsidiary.

                  "Note" shall have the meaning provided in Section 1.05(a).

                  "Notice of Borrowing" shall have the meaning provided in
Section 1.03.

                  "Notice of Conversion" shall have the meaning provided in
Section 1.06.

                  "Notice Office" shall mean the office of the Administrative
Agent at 437 Madison Avenue, New York, New York or such other office as the
Administrative Agent may designate to the Borrower from time to time.

                  "Obligations" shall mean all amounts, direct or indirect,
contingent or absolute, of every type or description, and at any time existing,
owing to the Administrative Agent or any Lender pursuant to the terms of this
Agreement or any other Credit Document.

                  "Parent" shall have the meaning provided in the first
paragraph of this Agreement.

                  "Parent Guarantor" shall have the meaning provided the first
paragraph to this Agreement.

                  "Parent Guaranty" shall mean the guaranty of the Borrower's
Obligations set forth in Article XIV.

                  "Participant" shall have the meaning provided in Section
2.05(a).

                  "Payment Office" shall mean the office of the Administrative
Agent at 437 Madison Avenue, New York, New York or such other office as the
Administrative Agent may designate to the Borrower from time to time.


                                      -48-
<PAGE>


                  "PBGC" shall mean the Pension Benefit Guaranty Corporation
established pursuant to Section 4002 of ERISA, or any successor thereto.

                  "Percentage" shall mean for each Lender the percentage
obtained by dividing such Lender's Commitment by the Total Commitment, provided
that if the Total Commitment has been terminated, the Percentage of each Lender
shall be determined by dividing such Lender's Commitment immediately prior to
such termination by the Total Commitment immediately prior to such termination.

                  "Permitted Indebtedness" shall mean Indebtedness described in
Section 9.03(a) through (g).

                  "Permitted Liens" shall mean Liens described in Section
9.04(a) through (j).

                  "Person" shall mean any individual, partnership, joint
venture, firm, corporation, association, limited liability company, trust or
other enterprise or any government or political subdivision or any agency,
department or instrumentality thereof.

                  "Plan" shall mean any multiemployer or single-employer plan as
defined in Section 4001 of ERISA, which is maintained or contributed to by (or
to which there is an obligation to contribute of) Parent or a Subsidiary of
Parent or an ERISA Affiliate.

                  "Pricing Grid" shall mean the pricing grid set forth on Annex
III attached hereto.

                  "Prime Lending Rate" shall mean the rate which the
Administrative Agent announces from time to time as its prime lending rate, the
Prime Lending Rate to change when and as such prime lending rate changes. The
Prime Lending Rate is a reference rate and does not necessarily represent the
lowest or best rate actually charged to any customer. The Administrative Agent
may make commercial loans or other loans at rates of interest at, above or below
the Prime Lending Rate.

                  "Rating Agencies" shall mean each of Moody's and S&P.

                  "RCRA" shall mean the Resource Conservation and Recovery Act,
as amended, 42 U.S.C. Section 6901 et seq. -

                  "Real Property" of any Person shall mean all of the right,
title and interest of such Person in and to land, improvements and fixtures,
including Leaseholds.

                  "Register" shall have the meaning provided in Section 13.16.

                  "Regulation D" shall mean Regulation D of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof establishing reserve requirements.

                  "Regulation T" shall mean Regulation T of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof.


                                      -49-
<PAGE>


                  "Regulation U" shall mean Regulation U of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof establishing margin requirements.

                  "Regulation X" shall mean Regulation X of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof.

                  "Reorganization" shall mean the corporate restructuring of the
Borrower as described in that certain preliminary proxy statement of the
Borrower dated February 5, 2002.

                  "Replaced Lender" shall have the meaning provided in Section
1.13.

                  "Replacement Lender" shall have the meaning provided in
Section 1.13.

                  "Required Lenders" shall mean Non-Defaulting Lenders whose
outstanding Commitments (or, if after the Total Commitment has been terminated,
outstanding Loans and Percentage of Letter of Credit Outstandings) constitute
greater than 50% of the aggregate Commitments of Non-Defaulting Lenders (or, if
after the Total Commitment has been terminated, the total outstanding Loans of
Non-Defaulting Lenders plus the aggregate Percentages of all Non-Defaulting
Lenders of the Letter of Credit Outstandings at such time).

                  "Restatement Effective Date" shall have the meaning provided
in Section 13.10.

                  "Restricted Payments" shall mean any Dividend or Investment.

                  "S&P" shall mean Standard & Poor's Ratings Group and its
successors.

                  "S&P Credit Rating" shall mean the rating level (it being
understood that a rating level shall include alphabetical (including case
distinctions), numerical and (+) and (-) modifiers) assigned by S&P to the
senior unsecured long-term debt of the Borrower.

                  "SEC" shall mean the Securities and Exchange Commission or any
successor thereto.

                  "Section 4.04(b)(ii) Certificate" shall have the meaning
provided in Section 4.04(b)(ii).

                  "Specified Default" shall mean any Default pursuant to
Sections 10.01 and/or 10.05 and any Event of Default.

                  "Standby Letter of Credit" shall have the meaning provided in
Section 2.01(a).

                  "Stated Amount" of each Letter of Credit shall mean the
maximum available to be drawn thereunder (regardless of whether any conditions
for drawing could then be met).

                  "Subsidiary" of any Person shall mean and include (i) any
corporation more than 50% of whose stock of any class or classes having by the
terms thereof ordinary voting power to

                                      -50-
<PAGE>

elect a majority of the directors of such corporation (irrespective of whether
or not at the time stock of any class or classes of such corporation shall have
or might have voting power by reason of the happening of any contingency) is at
the time owned by such Person directly or indirectly through Subsidiaries and
(ii) any partnership, association, joint venture, a limited liability company or
other entity in which such Person directly or indirectly through Subsidiaries,
has more than a 50% equity interest at the time. Unless otherwise expressly
provided, all references herein to "Subsidiary" shall mean a Subsidiary of
Parent.

                  "Subsidiary Guarantor" shall mean each Domestic Subsidiary of
Parent from time to time party to a Subsidiary Guaranty.

                  "Subsidiary Guaranty" shall have the meaning provided in
Section 8.11.

                  "Taxes" shall have the meaning provided in Section 4.04(a).

                  "Total Capitalization" shall mean, at any time, the sum of
Consolidated Funded Indebtedness and Consolidated Net Worth at such time.

                  "Total Commitment" shall mean, at any time, the sum of the
Commitments of each of the Lenders at such time, which Total Commitment on the
Restatement Effective Date shall be $200,000,000.

                  "Total Unutilized Commitment" shall mean, at any time, (i) the
Total Commitment at such time less (ii) the sum of the aggregate principal
amount of all Loans at such time plus the Letter of Credit Outstandings at such
time.

                  "Trade Letter of Credit" shall have the meaning provided in
Section 2.01(a).

                  "Type" shall mean any type of Loan determined with respect to
the interest option applicable thereto, i.e., a Base Rate Loan or Eurodollar
Loan.

                  "UCC" shall mean the Uniform Commercial Code.

                  "Unfunded Current Liability" of any Plan shall mean the
amount, if any, by which the value of the accumulated plan benefits under the
Plan determined on a plan termination basis in accordance with actuarial
assumptions at such time consistent with those prescribed by the PBGC for
purposes of Section 4044 of ERISA, exceeds the fair market value of all plan
assets allocable to such liabilities under Title IV of ERISA (excluding any
accrued but unpaid contributions).

                  "United States" and "U.S." shall each mean the United States
of America.

                  "Unpaid Drawing" shall have the meaning provided in Section
2.04(a).

                  "Utilization Fee" shall have the meaning provided in Section
3.01(e).

                  "Voting Stock" shall mean, with respect to any corporation,
the outstanding stock of all classes (or equivalent interests) which ordinarily,
in the absence of contingencies, entitles



                                      -51-
<PAGE>

holders thereof to vote for the election of directors (or Persons performing
similar functions) of such corporation, even though the right so to vote has
been suspended by the happening of such a contingency.

                  "Wholly Owned Subsidiary" shall mean, as to any Person, (i)
any corporation 100% of whose capital stock (other than directors qualifying
shares) is at the time owned directly or indirectly by such Person and/or one or
more Wholly Owned Subsidiaries of such Person and (ii) any partnership,
association, joint venture or other entity in which such Person and/or one or
more Wholly Owned Subsidiaries of such Person directly or indirectly has a 100%
equity interest at such time.

                  "Written" or "in writing" shall mean any form of written
communication or a communication by means of telex or facsimile transmission.

                  SECTION 12. The Administrative Agent.

                  12.01 Appointment. The Lenders hereby designate NBN as
Administrative Agent to act as specified herein and in the other Credit
Documents. Each Lender hereby irrevocably authorizes, and each holder of any
Note by the acceptance of such Note shall be deemed irrevocably to authorize,
the Administrative Agent to take such action on its behalf under the provisions
of this Agreement, the other Credit Documents and any other instruments and
agreements referred to herein or therein and to exercise such powers and to
perform such duties hereunder and thereunder as are specifically delegated to or
required of the Administrative Agent by the terms hereof and thereof and such
other powers as are reasonably incidental thereto. The Administrative Agent may
perform any of its duties hereunder by or through its respective officers,
directors, agents, employees or Affiliates (including by appointing one or more
of its banking Affiliates to act as Administrative Agent hereunder).

                  12.02 Nature of Duties. The Administrative Agent shall not
have any duties or responsibilities except those expressly set forth in this
Agreement and the other Credit Documents. Neither the Administrative Agent nor
any of its respective officers, directors, agents, employees or Affiliates shall
be liable for any action taken or omitted by it or them hereunder or under any
other Credit Document or in connection herewith or therewith, unless caused by
its or their gross negligence or willful misconduct. The duties of the
Administrative Agent shall be mechanical and administrative in nature; the
Administrative Agent shall not have by reason of this Agreement or any other
Credit Document a fiduciary relationship in respect of any Lender or the holder
of any Note; and nothing in this Agreement or any other Credit Document,
expressed or implied, is intended to or shall be so construed as to impose upon
the Administrative Agent any obligations in respect of this Agreement or any
other Credit Document except as expressly set forth herein or therein.

                  12.03 Lack of Reliance on the Administrative Agent.
Independently and without reliance upon the Administrative Agent, each Lender
and the holder of each Note, to the extent it deems appropriate, has made and
shall continue to make (i) its own independent investigation of the financial
condition and affairs of Parent and its Subsidiaries in connection with the
making and the continuance of the Loans and issuance and/or participation in
Letters of Credit and the taking or not taking of any action in connection
herewith and (ii) its own appraisal of the


                                      -52-
<PAGE>

creditworthiness of Parent and its Subsidiaries and, except as expressly
provided in this Agreement, the Administrative Agent shall not have any duty or
responsibility, either initially or on a continuing basis, to provide any Lender
or the holder of any Note with any credit or other information with respect
thereto, whether coming into its possession before the making of the Loans or at
any time or times thereafter. The Administrative Agent shall not be responsible
to any Lender or the holder of any Note for any recitals, statements,
information, representations or warranties herein or in any document,
certificate or other writing delivered in connection herewith or for the
execution, effectiveness, genuineness, validity, enforceability, perfection,
collectibility, priority or sufficiency of this Agreement or any other Credit
Document or the financial condition of Parent and its Subsidiaries or be
required to make any inquiry concerning either the performance or observance of
any of the terms, provisions or conditions of this Agreement or any other Credit
Document, or the financial condition of Parent and its Subsidiaries or the
existence or possible existence of any Default or Event of Default.

                  12.04 Certain Rights of the Administrative Agent. If the
Administrative Agent shall request instructions from the Required Lenders with
respect to any act or action (including failure to act) in connection with this
Agreement or any other Credit Document, the Administrative Agent shall be
entitled to refrain from such act or taking such action unless and until the
Administrative Agent shall have received instructions from the Required Lenders;
and the Administrative Agent shall not incur liability to any Person by reason
of so refraining. Without limiting the foregoing, neither any Lender nor the
holder of any Note shall have any right of action whatsoever against the
Administrative Agent as a result of the Administrative Agent acting or
refraining from acting hereunder or under any other Credit Document in
accordance with the instructions of the Required Lenders.

                  12.05 Reliance. The Administrative Agent shall be entitled to
rely, and shall be fully protected in relying, upon any note, writing,
resolution, notice, statement, certificate, telex, teletype or telecopier
message, cablegram, radiogram, order or other document or telephone message
signed, sent or made by any Person that the Administrative Agent believed to be
the proper Person, including, without limitation, counsel to Parent and its
Subsidiaries, and, with respect to all legal matters pertaining to this
Agreement and any other Credit Document and its duties hereunder and thereunder,
upon advice and statements of legal counsel.

                  12.06 Indemnification. To the extent the Administrative Agent
is not reimbursed and indemnified by the Borrower, the Lenders will reimburse
and indemnify the Administrative Agent, in proportion to their respective
"percentages" as used in determining the Required Lenders, for and against any
and all liabilities, obligations, losses, damages, penalties, claims, actions,
judgments, costs, expenses or disbursements of whatsoever kind or nature which
may be imposed on, asserted against or incurred by the Administrative Agent in
performing its respective duties hereunder or under any other Credit Document,
in any way relating to or arising out of this Agreement or any other Credit
Document; provided that no Lender shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the Administrative Agent's gross
negligence, willful misconduct or unlawful act.

                  12.07 The Administrative Agent in Its Individual Capacity.
With respect to its obligation to make Loans under this Agreement, the
Administrative Agent shall have the rights



                                      -53-
<PAGE>

and powers specified herein for a "Lender" and may exercise the same rights and
powers as though it were not performing the duties specified herein; and the
term "Lenders," "Required Lenders," "holders of Notes" or any similar terms
shall, unless the context clearly otherwise indicates, include the
Administrative Agent in its individual capacity. The Administrative Agent may
accept deposits from, lend money to, and generally engage in any kind of
banking, trust or other business with Parent or its Subsidiaries or any
Affiliate thereof as if it were not performing the duties specified herein, and
may accept fees and other consideration from Parent or any of its Subsidiaries
for services in connection with this Agreement and otherwise without having to
account for the same to the Lenders.

                  12.08 Holders. The Administrative Agent may deem and treat the
payee of any Note as the owner thereof for all purposes hereof unless and until
a written notice of the assignment, transfer or endorsement thereof, as the case
may be, shall have been filed with the Administrative Agent. Any request,
authority or consent of any Person who, at the time of making such request or
giving such authority or consent, is the holder of any Note shall be conclusive
and binding on any subsequent holder, transferee, assignee or indorsee, as the
case may be, of such Note or of any Note or Notes issued in exchange therefor.

                  12.09 Resignation by the Administrative Agent. (a) The
Administrative Agent may resign from the performance of all its functions and
duties hereunder and/or under the other Credit Documents at any time by giving
15 Business Days' prior written notice to the Borrower and the Lenders. Such
resignation shall take effect upon the appointment of a successor Administrative
Agent pursuant to clauses (b) and (c) below or as otherwise provided below.

                  (b) Upon any such notice of resignation, the Required Lenders
shall appoint a successor Administrative Agent hereunder or thereunder who shall
be a commercial bank or trust company reasonably acceptable to the Borrower.

                  (c) If a successor Administrative Agent shall not have been so
appointed within such 15 Business Day period, the Administrative Agent, with the
consent of the Borrower, shall then appoint a successor Administrative Agent who
shall serve as Administrative Agent hereunder or thereunder until such time, if
any, as the Required Lenders appoint a successor Administrative Agent as
provided above.

                  (d) If no successor Administrative Agent has been appointed
pursuant to clause (b) or (c) above by the 20th Business Day after the date such
notice of resignation was given by the Administrative Agent, the Administrative
Agent's resignation shall become effective and the Required Lenders shall
thereafter perform all the duties of the Administrative Agent hereunder and/or
under any other Credit Document until such time, if any, as the Required Lenders
appoint a successor Administrative Agent as provided above.

                  SECTION 13. Miscellaneous.

                  13.01 Payment of Expenses, etc. The Borrower agrees to (and to
cause each other Credit Party, in respect of the Credit Document to which it is
a party, to): (i) whether or not the transactions herein contemplated are
consummated, pay all reasonable out-of-pocket costs and expenses of the
Administrative Agent in connection with the negotiation, preparation,


                                      -54-
<PAGE>

execution and delivery of the Credit Documents and the documents and instruments
referred to therein and any amendment, waiver or consent relating thereto
(including, without limitation, the reasonable fees and disbursements of White &
Case LLP) and of the Administrative Agent and, after the occurrence and during
the continuance of an Event of Default, each of the Lenders in connection with
the enforcement of the Credit Documents and the documents and instruments
referred to therein (including, without limitation, the actual reasonable fees
and disbursements of counsel for the Administrative Agent and, after the
occurrence and during the continuance of an Event of Default for each of the
Lenders), provided that to the extent it is feasible and a conflict of interest
does not exist in the reasonable discretion of the Administrative Agent, the
Lenders and their counsel, the Lenders shall use the same counsel in connection
with the foregoing; (ii) pay and hold each of the Lenders harmless from and
against any and all present and future stamp and other similar taxes with
respect to the foregoing matters and save each of the Lenders harmless from and
against any and all liabilities with respect to or resulting from any delay or
omission (other than to the extent attributable to such Lender) to pay such
taxes; and (iii) indemnify each Lender (including in its capacity as the
Administrative Agent or Letter of Credit Issuer), its officers, directors,
employees, representatives and agents from and hold each of them harmless
against any and all losses, liabilities, claims, damages or expenses incurred by
any of them as a result of, or arising out of, or in any way related to, or by
reason of, (a) any investigation, litigation or other proceeding (whether or not
any Lender is a party thereto) related to the entering into and/or performance
of any Credit Document or the use of the proceeds of any Loans hereunder or the
consummation of any transactions contemplated in any Credit Document, whether
initiated by the Borrower or any other Person, including, without limitation,
the actual reasonable fees and disbursements of counsel incurred in connection
with any such investigation, litigation or other proceeding (but excluding any
such losses, liabilities, claims, damages or expenses to the extent incurred by
reason of the gross negligence, willful misconduct, unlawful act or material
breach of the terms of this Agreement of the Person to be indemnified) or (b)
the actual or alleged presence of Hazardous Materials in the air, surface water,
groundwater, surface or subsurface of any Real Property, offshore drilling rig,
vessel or other facility or location at any time owned or operated by Parent or
any of its Subsidiaries, the generation, storage, transportation or disposal of
Hazardous Materials at any Real Property, offshore drilling rig, vessel or other
facility or location at any time owned or operated by Parent or any of its
Subsidiaries, the non-compliance of any Real Property, offshore drilling rig,
vessel or other facility or location at any time owned or operated by Parent or
any of its Subsidiaries with federal, state and local laws, regulations, and
ordinances (including applicable permits thereunder) applicable to any such Real
Property, offshore drilling rig, vessel or other facility or location, or any
Environmental Claim asserted against Parent, any of its Subsidiaries, or any
Real Property, offshore drilling rig, vessel or other facility or location at
any time owned or operated by Parent or any of its Subsidiaries, including, in
each case, without limitation, the actual reasonable fees and disbursements of
counsel and other consultants incurred in connection with any such
investigation, litigation or other proceeding (but excluding any losses,
liabilities, claims, damages or expenses to the extent incurred by reason of the
gross negligence, willful misconduct, unlawful act of the Person to be
indemnified. To the extent that the undertaking to indemnify, pay or hold
harmless the Administrative Agent or any Lender set forth in the preceding
sentence may be unenforceable because it is violative of any law or public
policy, the Borrower shall make the maximum contribution to the payment and
satisfaction of each of the indemnified liabilities which is permissible under
applicable law.



                                      -55-
<PAGE>

                  13.02 Right of Setoff. In addition to any rights now or
hereafter granted under applicable law or otherwise, and not by way of
limitation of any such rights, if an Event of Default then exists, each Lender
is hereby authorized at any time or from time to time, without presentment,
demand, protest or other notice of any kind to the Borrower or to any other
Person, any such notice being hereby expressly waived, to set off and to
appropriate and apply any and all deposits (general or special) and any other
Indebtedness at any time held or owing by such Lender (including without
limitation by branches and agencies of such Lender wherever located) to or for
the credit or the account of the Borrower against and on account of the
Obligations and liabilities of the Borrower to such Lender under this Agreement
or under any of the other Credit Documents, including, without limitation, all
interests in Obligations of the Borrower purchased by such Lender pursuant to
Section 13.06(b), and all other claims of any nature or description arising out
of or connected with this Agreement or any other Credit Document, irrespective
of whether or not such Lender shall have made any demand hereunder and although
said Obligations, liabilities or claims, or any of them, shall be contingent or
unmatured. Without limiting the foregoing, each Lender agrees to use reasonable
efforts to notify the Borrower of any exercise of such Lender's right of setoff
granted hereby.

                  13.03 Notices. (a) Except as otherwise expressly provided
herein, all notices and other communications provided for hereunder shall be in
writing (including telex or telecopier communication) and mailed, telexed,
telecopied or delivered, if to Parent, the Borrower or its Subsidiaries, at the
address specified opposite its signature below or in the other relevant Credit
Documents, as the case may be; if to any Lender, at its address specified for
such Lender on Annex II; or, at such other address as shall be designated by any
party in a written notice to the other parties hereto. All such notices and
communications shall be effective when received and, in the case of notice by
telecopier, after confirmation of such receipt has been given by the recipient,
excluding by way of automatic receipt produced by telecopier.

                  (b) Without in any way limiting the obligation of the Borrower
to confirm in writing any telephonic notice permitted to be given hereunder, the
Administrative Agent or the Letter of Credit Issuer, as the case may be, may
prior to receipt of written confirmation act without liability upon the basis of
such telephonic notice, believed by the Administrative Agent or the Letter of
Credit Issuer in good faith to be from an Authorized Officer of the Borrower. In
each such case, the Borrower hereby waives the right to dispute the
Administrative Agent's or the Letter of Credit Issuer's record of the terms of
such telephonic notice.

                  13.04 Benefit of Agreement. (a) This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto, provided that no Credit Party may
assign or transfer any of its rights or obligations hereunder without the prior
written consent of the Lenders. Each Lender may at any time grant participations
in any of its rights hereunder or under any of the Notes to another financial
institution, provided that in the case of any such participation, the
participant shall not have any rights under this Agreement or any of the other
Credit Documents (the participant's rights against such Lender in respect of
such participation to be those set forth in the agreement executed by such
Lender in favor of the participant relating thereto) and all amounts payable by
the Borrower hereunder shall be determined as if such Lender had not sold such
participation, except that the participant shall be entitled to the benefits of
Sections 1.10 and 4.04 of this Agreement to the extent that such Lender would be
entitled to such benefits if the participation


                                      -56-
<PAGE>

had not been entered into or sold, and, provided further, that no Lender shall
transfer, grant or assign any participation under which the participant shall
have rights to approve any amendment to or waiver of this Agreement or any other
Credit Document except to the extent such amendment or waiver would (i) extend
the final scheduled maturity of any Loan or Note in which such participant is
participating or reduce the rate or extend the time of payment of interest or
Fees thereon (except in connection with a waiver of the applicability of any
post-default increase in interest rates), or reduce the principal amount
thereof, or increase such participant's participating interest in any Commitment
over the amount thereof then in effect (it being understood that a waiver of any
Default or Event of Default or of a mandatory reduction in the Total Commitment,
or a mandatory prepayment, shall not constitute a change in the terms of any
Commitment) or (ii) consent to the assignment or transfer by the Borrower of any
of its rights and obligations under this Agreement.

                  (b) Notwithstanding the foregoing, (x) any Lender may assign
all or a portion of its outstanding Commitment and its rights and obligations
hereunder to its Affiliate or to another Lender, and (y) with the consent of the
Administrative Agent, the Letter of Credit Issuer and the Borrower (which
consent shall not be unreasonably withheld), any Lender may assign all or a
portion of its outstanding Commitment and its rights and obligations hereunder
to one or more Eligible Transferees. No assignment pursuant to the immediately
preceding sentence shall, to the extent such assignment is made to an
institution other than one or more Lenders hereunder, be in an aggregate amount
less than $10,000,000 unless the entire Commitment of the assigning Lender is so
assigned. If any Lender so sells or assigns all or a part of its rights
hereunder or under the Notes, any reference in this Agreement or the Notes to
such assigning Lender shall thereafter refer to such Lender and to the
respective assignee to the extent of their respective interests and the
respective assignee shall have, to the extent of such assignment (unless
otherwise provided therein), the same rights and benefits as it would if it were
such assigning Lender. Each assignment pursuant to this Section 13.04(b) shall
be effected by the assigning Lender and the assignee Lender executing an
Assignment and Assumption Agreement. In the event of any such assignment (x) to
a commercial bank or other financial institution not previously a Lender
hereunder, either the assigning or the assignee Lender shall pay to the
Administrative Agent a nonrefundable assignment fee of $3,500 and (y) to a
Lender, either the assigning or assignee Lender shall pay to Administrative
Agent a nonrefundable assignment fee of $1,500, and at the time of any
assignment pursuant to this Section 13.04(b), (i) Annex I shall be deemed to be
amended to reflect the Commitment of the respective assignee (which shall result
in a direct reduction to the Commitment of the assigning Lender) and of the
other Lenders, and (ii) if any such assignment occurs after the Effective Date,
if requested by the assigning Lender and the assignee Lender, the Borrower will
issue new Notes to the respective assignee and to the assigning Lender in
conformity with the requirements of Section 1.05. Each Lender and the Borrower
agree to execute such documents (including, without limitation, amendments to
this Agreement and the other Credit Documents) as shall be necessary to effect
the foregoing. Nothing in this clause (b) shall prevent or prohibit any Lender
from pledging its Notes or Loans to a Federal Reserve Bank in support of
borrowings made by such Lender from such Federal Reserve Bank.

                  (c) Notwithstanding any other provisions of this Section
13.04, no transfer or assignment of the interests or obligations of any Lender
hereunder or any grant of participation therein shall be permitted if such
transfer, assignment or grant would require the Borrower or

                                      -57-
<PAGE>

either Parent Guarantor to file a registration statement with the SEC or to
qualify the Loans under the "Blue Sky" laws of any State.

                  (d) Each Lender initially party to this Agreement hereby
represents, and each Person that became a Lender pursuant to an assignment
permitted by this Section 13 will, upon its becoming party to this Agreement,
represent that it is a commercial lender, other financial institution or other
"accredited" investor (as defined in SEC Regulation D) which makes loans in the
ordinary course of its business and that it will make or acquire Loans for its
own account in the ordinary course of such business, provided that subject to
the preceding clauses (a) and (b), the disposition of any promissory notes or
other evidences of or interests in Indebtedness held by such Lender shall at all
times be within its exclusive control.

                  13.05 No Waiver; Remedies Cumulative. No failure or delay on
the part of the Administrative Agent or any Lender in exercising any right,
power or privilege hereunder or under any other Credit Document and no course of
dealing between Parent or any of its Subsidiaries and the Administrative Agent
or any Lender shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, power or privilege hereunder or under any other Credit
Document preclude any other or further exercise thereof or the exercise of any
other right, power or privilege hereunder or thereunder. The rights and remedies
herein expressly provided are cumulative and not exclusive of any rights or
remedies which the Administrative Agent or any Lender would otherwise have. No
notice to or demand on Parent or any of its Subsidiaries in any case shall
entitle Parent or any of its Subsidiaries to any other or further notice or
demand in similar or other circumstances or constitute a waiver of the rights of
the Administrative Agent or the Lenders to any other or further action in any
circumstances without notice or demand.

                  13.06 Payments Pro Rata. (a) The Administrative Agent agrees
that promptly after its receipt of each payment from or on behalf of Parent or
any of its Subsidiaries in respect of any Obligations of Parent or any of its
Subsidiaries hereunder, it shall distribute such payment to the Lenders (other
than any Lender that has expressly waived its right to receive its pro rata
share thereof) pro rata based upon their respective shares, if any, of the
Obligations with respect to which such payment was received.

                  (b) Each of the Lenders agrees that, if it should receive any
amount hereunder (whether by voluntary payment, by realization upon security, by
the exercise of the right of setoff or banker's lien, by counterclaim or cross
action, by the enforcement of any right under the Credit Documents, or
otherwise) which is applicable to the payment of the principal of, or interest
on, the Loans, Unpaid Drawings or Fees, of a sum which with respect to the
related sum or sums received by other Lenders is in a greater proportion than
the total of such Obligation then owed and due to such Lender bears to the total
of such Obligation then owed and due to all of the Lenders immediately prior to
such receipt, then such Lender receiving such excess payment shall purchase for
cash without recourse or warranty from the other Lenders an interest in the
Obligations of Parent or any of its Subsidiaries, respectively, to such Lenders
in such amount as shall result in a proportional participation by all of the
Lenders in such amount, provided that if all or any portion of such excess
amount is thereafter recovered from such Lender, such purchase shall be
rescinded and the purchase price restored to the extent of such recovery, but
without interest.


                                      -58-
<PAGE>


                  (b) Notwithstanding anything to the contrary contained herein,
the provisions of the preceding Sections 13.06(a) and (b) shall be subject to
the express provisions of this Agreement which require, or permit, differing
payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

                  13.07 Calculations; Computations. (a) The financial statements
to be furnished to the Lenders pursuant hereto shall be made and prepared in
accordance with GAAP consistently applied throughout the periods involved
(except as set forth in the notes thereto or as otherwise disclosed in writing
by Parent to the Lenders), provided that (x) except all computations determining
compliance with Section 9, including definitions used therein, shall utilize
accounting principles and policies in effect at the time of the preparation of,
and in conformity with those used to prepare, the December 31, 2000 historical
financial statements of the Borrower delivered to the Lenders pursuant to
Section 7.10(b), and (y) if at any time the computations determining compliance
with Section 9 utilize accounting principles different from those utilized in
such financial statements furnished to the Lenders, such financial statements
shall be accompanied by reconciliation worksheets.

                  (a) All computations of interest relating to Eurodollar Loans
shall be made on the actual number of days elapsed over a year of 360 days. All
other computations of interest hereunder and Fees shall be made on the actual
number of days elapsed over a year of 365 days.

                  13.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER
OF JURY TRIAL. (a) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT
MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES
FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, EACH CREDIT PARTY PARTY HERETO HEREBY IRREVOCABLY ACCEPTS FOR ITSELF
AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE
JURISDICTION OF THE AFORESAID COURTS. EACH CREDIT PARTY FURTHER IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN
ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH CREDIT PARTY LOCATED OUTSIDE NEW YORK
CITY AND BY HAND DELIVERY TO SUCH CREDIT PARTY LOCATED WITHIN NEW YORK CITY, AT
ITS ADDRESS FOR NOTICES PURSUANT TO SECTION 13.03, SUCH SERVICE TO BECOME
EFFECTIVE 30 DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF
THE ADMINISTRATIVE AGENT, ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST
ANY CREDIT PARTY IN ANY OTHER JURISDICTION.

                  (b) EACH CREDIT PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE
AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN
CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD
OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY
SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


                                      -59-
<PAGE>


                  (c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

                  13.09 Counterparts. This Agreement may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument. A set of
counterparts executed by all the parties hereto shall be lodged with the
Borrower and the Administrative Agent.

                  13.10 Effectiveness. This Agreement shall become effective on
the date (the "Restatement Effective Date") on which (i) each Parent Guarantor,
the Borrower and the Required Lenders shall have signed a copy hereof (whether
the same or different copies) and shall have delivered the same to the
Administrative Agent at the Payment Office of the Administrative Agent or, in
the case of the Lenders, shall have given to the Administrative Agent telephonic
(confirmed in writing), written telex or facsimile transmission notice (actually
received) at such office that the same has been signed and mailed to it and (ii)
each of the conditions set forth in Section 5 shall have been satisfied.

                  13.11 Headings Descriptive. The headings of the several
sections and subsections of this Agreement are inserted for convenience only and
shall not in any way affect the meaning or construction of any provision of this
Agreement.

                  13.12 Amendment or Waiver. (a) Neither this Agreement nor any
other Credit Document nor any terms hereof or thereof may be changed, waived,
discharged or terminated unless such change, waiver, discharge or termination is
in writing signed by the Borrower, each of the Parent Guarantors and the
Required Lenders, provided that no such change, waiver, discharge or termination
shall, without the consent of each Lender (other than a Defaulting Lender)
affected thereby, (i) extend the Maturity Date, or reduce the rate or extend the
time of payment of interest (other than as a result of waiving the applicability
of any post-default increase in interest rates) or Fees thereon, or reduce the
principal amount thereof, (ii) increase the Commitment of any Lender over the
amount thereof then in effect (it being understood that a waiver of any Default
or Event of Default or of a mandatory reduction in the Total Commitment shall
not constitute a change in the terms of any Commitment of any Lender), (iii)
amend, modify or waive any provision of this Section, (iv) reduce the percentage
specified in the definition of Required Lenders or (v) consent to the assignment
or transfer by the Borrower of any of its rights and obligations under this
Agreement. No provision of Sections 2 or 12, or any other provisions relating to
the Letter of Credit Issuer or the Administrative Agent may be modified without
the consent of the Letter of Credit Issuer or the Administrative Agent,
respectively.

                  (b) If, in connection with any proposed change, waiver,
discharge or termination to any of the provisions of this Agreement as
contemplated by clauses (i) through (v), inclusive, of the first proviso to
Section 13.12(a), the consent of the Required Lenders is obtained but the
consent of one or more of such other Lenders whose consent is required is not
obtained, then the Borrower shall have the right to replace each such
non-consenting Lender or Lenders (so long as all non-consenting Lenders are so
replaced) with one or more Replacement Lenders pursuant to


                                      -60-
<PAGE>

Section 1.13, so long as at the time of such replacement, each such Replacement
Lender consents to the proposed change, waiver, discharge or termination,
provided that the Borrower shall not have the right to replace a Lender solely
as a result of the exercise of such Lender's rights (and the withholding of any
required consent by such Lender) pursuant to Section 13.12(a)(ii).

                  13.13 Survival. All indemnities set forth herein including,
without limitation, in Section 1.10, 1.11, 4.04, 12.07 or 13.01 shall survive
the execution and delivery of this Agreement and the making and repayment of the
Loans.

                  13.14 Domicile of Loans. Each Lender may transfer and carry
its Loans at, to or for the account of any branch office, subsidiary or
Affiliate of such Lender, provided that the Borrower shall not be responsible
for costs arising under Section 1.10 or 4.04 resulting from any such transfer
(other than a transfer pursuant to Section 1.12(a)) to the extent not otherwise
applicable to such Lender prior to such transfer.

                  13.15 Confidentiality. Subject to Section 13.04, the Lenders
shall hold all non-public information obtained pursuant to the requirements of
this Agreement in accordance with its customary procedure for handling
confidential information of this nature and in accordance with safe and sound
banking practices and in any event may make disclosure reasonably required by
any bona fide transferee or participant in connection with the contemplated
transfer of any Loans or participation therein (so long as such transferee or
participant agrees in writing to be bound by the provisions of this Section
13.15) or as required or requested by any governmental agency or representative
thereof or pursuant to legal process, provided that, unless specifically
prohibited by applicable law or court order, each Lender shall notify the
Borrower of any request by any governmental agency or representative thereof
(other than any such request in connection with an examination of the financial
condition of such Lender by such governmental agency) 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 Parent or any Subsidiary.

                  13.16 Registry. The Borrower hereby designates the
Administrative Agent to serve as the Borrower's agent, solely for purposes of
this Section 13.16, to maintain a register (the "Register") on which it will
record the Commitments from time to time of each of the Lenders, the Loans made
by each of the Lenders and each repayment in respect of the principal amount of
the Loans of each Lender. Failure to make any such recordation, or any error in
such recordation shall not affect the Borrower's obligations in respect of such
Loans. With respect to any Lender, the transfer of the Commitments of such
Lender and the rights to the principal of, and interest on, any Loan made
pursuant to such Commitments shall not be effective until such transfer is
recorded on the Register maintained by the Administrative Agent with respect to
ownership of such Commitments and Loans and prior to such recordation all
amounts owing to the transferor with respect to such Commitments and Loans shall
remain owing to the transferor. The registration of assignment or transfer of
all or part of any Commitments and Loans shall be recorded by the Administrative
Agent on the Register only upon the acceptance by the Administrative Agent of a
properly executed and delivered Assignment and Assumption Agreement pursuant to
Section 13.04(b). Coincident with the delivery of such an Assignment and
Assumption Agreement to the Administrative Agent for acceptance and registration
of assignment or transfer of all or part of a Loan, or as soon thereafter as
practicable, the assigning


                                      -61-
<PAGE>

or transferor Lender shall surrender the Note evidencing such Loan, and
thereupon one or more new Notes in the same aggregate principal amount shall be
issued to the assigning or transferor Lender and/or the new Lender.

                  SECTION 14. Parent Guaranty.

                  14.01 Guaranty. In order to induce the Lenders to enter into
this Agreement and to extend credit hereunder and in recognition of the direct
benefits to be received by each Parent Guarantor from the proceeds of the Loans
and the issuance of the Letters of Credit, each Parent Guarantor hereby agrees
with the Lenders as follows: each Parent Guarantor hereby unconditionally and
irrevocably guarantees, as primary obligor and not merely as surety the full and
prompt payment when due, whether upon maturity, acceleration or otherwise, of
any and all of the Guaranteed Obligations to the Guaranteed Creditors. If any or
all of the Guaranteed Obligations to the Guaranteed Creditors becomes due and
payable hereunder, each Parent Guarantor unconditionally promises to pay such
indebtedness to the Guaranteed Creditors, or order, on demand, together with any
and all expenses which may be incurred by the Guaranteed Creditors in collecting
any of the Guaranteed Obligations. This Parent Guaranty is a continuing one and
all liabilities to which it applies or may apply under the terms hereof shall be
conclusively presumed to have been created in a reliance hereon. If claim is
ever made upon any Guaranteed Creditor for repayment or recovery of any amount
or amounts received in payment or on account of any of the Guaranteed
Obligations and any of the aforesaid payees repays all or part of said amount by
reason of (i) any judgment, decree or order of any court or administrative body
having jurisdiction over such payee or any of its property or (ii) any
settlement or compromise of any such claim effected by such payee with any such
claimant (including the Borrower), then and in such event each Parent Guarantor
agrees that any such judgment, decree, order, settlement or compromise shall be
binding upon such Parent Guarantor, notwithstanding any revocation of this
Parent Guaranty or any other instrument evidencing any liability of the Borrower
or any of its Subsidiaries, and each Parent Guarantor shall be and remain liable
to the aforesaid payees hereunder for the amount so repaid or recovered to the
same extent as if such amount had never originally been received by any such
payee.

                  14.02 Bankruptcy. Additionally, each Parent Guarantor
unconditionally and irrevocably guarantees the payment of any and all of the
Guaranteed Obligations to the Guaranteed Creditors whether or not due or payable
by the Borrower upon the occurrence of any of the events specified in Section
10.05, and unconditionally promises to pay such indebtedness to the Guaranteed
Creditors, or order, on demand.

                  14.03 Nature of Liability. The liability of each Parent
Guarantor hereunder is exclusive and independent of any security for or other
guaranty of the Guaranteed Obligations whether executed by either Parent
Guarantor, any other guarantor or by any other party, and the liability of each
Parent Guarantor hereunder is not affected or impaired by (a) any direction as
to application of payment by the Borrower or by any other party, or (b) any
other continuing or other guaranty, undertaking or maximum liability of a
guarantor or of any other party as to the Guaranteed Obligations, or (c) any
payment on or in reduction of any such other guaranty or undertaking, or (d) any
dissolution, termination or increase, decrease or change in personnel by the
Borrower or (e) any payment made to the Guaranteed Creditors on the Guaranteed
Obligations which any such Guaranteed Creditor repays to the Borrower pursuant
to court order


                                      -62-
<PAGE>

in any bankruptcy, reorganization, arrangement, moratorium or other debtor
relief proceeding, and each Parent Guarantor waives any right to the deferral or
modification of its obligations hereunder by reason of any such proceeding.

                  14.04 Independent Obligation. No invalidity, irregularity or
unenforceability of all or any part of the Guaranteed Obligations or of any
security therefor shall affect, impair or be a defense to this Parent Guaranty,
and this Parent Guaranty shall be primary, absolute and unconditional
notwithstanding the occurrence of any event or the existence of any other
circumstances which might constitute a legal or equitable discharge of a surety
or guarantor except payment in full of the Guaranteed Obligations. The
obligations of each Parent Guarantor hereunder are independent of the
obligations of the Borrower, any other guarantor or any other Person, and a
separate action or actions may be brought and prosecuted against either Parent
Guarantor whether or not action is brought against the Borrower, any other
guarantor or any other Person and whether or not the Borrower, any other
guarantor or any other Person be joined in any such action or actions. Each
Parent Guarantor waives, to the full extent permitted by law, the benefit of any
statute of limitations affecting its liability hereunder or the enforcement
thereof. Any payment by the Borrower or other circumstance which operates to
toll any statute of limitations as to the Borrower shall operate to toll the
statute of limitations as to each Parent Guarantor.

                  14.05 Authorization. Each Parent Guarantor authorizes the
Guaranteed Creditors without notice or demand (except as shall be required by
applicable statute and cannot be waived), and without affecting or impairing its
liability hereunder, from time to time to:

                    (a) change the manner, place or terms of payment of, and/or
         change or extend the time of payment of, renew, increase, accelerate or
         alter, any of the Guaranteed Obligations (including any increase or
         decrease in the rate of interest thereon), any security therefor, or
         any liability incurred directly or indirectly in respect thereof, and
         this Parent Guaranty made shall apply to the Guaranteed Obligations as
         so changed, extended, renewed or altered;

                    (b) take and hold security for the payment of the Guaranteed
         Obligations and sell, exchange, release, surrender, realize upon or
         otherwise deal with in any manner and in any order any property by
         whomsoever at any time pledged or mortgaged to secure, or howsoever
         securing, the Guaranteed Obligations or any liabilities (including any
         of those hereunder) incurred directly or indirectly in respect thereof
         or hereof, and/or any offset thereagainst;

                  (c) exercise or refrain from exercising any rights against the
         Borrower or others or otherwise act or refrain from acting;

                  (d) release or substitute any one or more endorsers,
         guarantors, the Borrower or other obligors;

                    (e) settle or compromise any of the Guaranteed Obligations,
         any security therefor or any liability (including any of those
         hereunder) incurred directly or indirectly in respect thereof or
         hereof, and may subordinate the payment of all or any part thereof to



                                      -63-
<PAGE>

         the payment of any liability (whether due or not) of the Borrower to
         its creditors other than the Guaranteed Creditors;

                    (f) apply any sums by whomsoever paid or howsoever realized
         to any liability or liabilities of the Borrower to the Guaranteed
         Creditors regardless of what liability or liabilities of the Borrower
         remain unpaid;

                    (g) consent to or waive any breach of, or any act, omission
         or default under, this Agreement, any other Credit Document or any of
         the instruments or agreements referred to herein or therein, or
         otherwise amend, modify or supplement any Credit Document (other than
         this Agreement) or any of such other instruments or agreements; and/or

                    (h) take any other action which would, under otherwise
         applicable principles of common law, give rise to a legal or equitable
         discharge of either Parent Guarantor from its liabilities under this
         Parent Guaranty.

                  14.06 Reliance. It is not necessary for the Guaranteed
Creditors to inquire into the capacity or powers of the Borrower or the
officers, directors, partners or agents acting or purporting to act on its
behalf, and any Guaranteed Obligations made or created in reliance upon the
professed exercise of such powers shall be guaranteed hereunder.

                  14.07 Subordination. Any of the indebtedness of the Borrower
now or hereafter owing to either Parent Guarantor is hereby subordinated to the
Guaranteed Obligations of the Borrower owing to the Guaranteed Creditors; and if
the Administrative Agent so requests at a time when an Event of Default exists,
all such indebtedness of the Borrower to such Parent Guarantor shall be
collected, enforced and received by such Parent Guarantor for the benefit of the
Guaranteed Creditors and be paid over to the Administrative Agent on behalf of
the Guaranteed Creditors on account of the Guaranteed Obligations of the
Borrower to the Guaranteed Creditors, but without affecting or impairing in any
manner the liability of such Parent Guarantor under the other provisions of this
Parent Guaranty. Prior to the transfer by a Parent Guarantor of any note or
negotiable instrument evidencing any of the indebtedness of the Borrower to such
Parent Guarantor, such Parent Guarantor shall mark such note or negotiable
instrument with a legend that the same is subject to this subordination. Without
limiting the generality of the foregoing, each Parent Guarantor hereby agrees
with the Guaranteed Creditors that it will not exercise any right of subrogation
which it may at any time otherwise have as a result of this Parent Guaranty
(whether contractual, under Section 509 of the Bankruptcy Code or otherwise)
until all Guaranteed Obligations have been irrevocably paid in full in cash.

                  14.08 Waiver. (a) Each Parent Guarantor waives any right
(except as shall be required by applicable statute and cannot be waived) to
require any Guaranteed Creditor to (i) proceed against the Borrower, any other
guarantor or any other party, (ii) proceed against or exhaust any security held
from the Borrower, any other guarantor or any other party or (iii) pursue any
other remedy in any Guaranteed Creditor's power whatsoever. Each Parent
Guarantor waives any defense based on or arising out of any defense of the
Borrower, any other guarantor or any other party, other than payment in full of
the Guaranteed Obligations, based on or arising out of the disability of the
Borrower, any other guarantor or any other party, or the unenforceability of the
Guaranteed Obligations or any part thereof from any cause, or the

                                      -64-
<PAGE>

cessation from any cause of the liability of the Borrower other than payment in
full of the Guaranteed Obligations. The Guaranteed Creditors may, at their
election, foreclose on any security held by the Administrative Agent or any
other Guaranteed Creditor by one or more judicial or nonjudicial sales, whether
or not every aspect of any such sale is commercially reasonable (to the extent
such sale is permitted by applicable law), or exercise any other right or remedy
the Guaranteed Creditors may have against the Borrower or any other party, or
any security, without affecting or impairing in any way the liability of either
Parent Guarantor hereunder except to the extent the Guaranteed Obligations have
been paid. Each Parent Guarantor waives any defense arising out of any such
election by the Guaranteed Creditors, even though such election operates to
impair or extinguish any right of reimbursement or subrogation or other right or
remedy of such Parent Guarantor against the Borrower or any other party or any
security.

                  (b) Each Parent Guarantor waives all presentments, demands for
performance, protests and notices, including, without limitation, notices of
nonperformance, notices of protest, notices of dishonor, notices of acceptance
of this Parent Guaranty, and notices of the existence, creation or incurring of
new or additional Guaranteed Obligations. Each Parent Guarantor assumes all
responsibility for being and keeping itself informed of the Borrower's financial
condition and assets, and of all other circumstances bearing upon the risk of
nonpayment of the Guaranteed Obligations and the nature, scope and extent of the
risks which each Parent Guarantor assumes and incurs hereunder, and agrees that
the Guaranteed Creditors shall have no duty to advise either Parent Guarantor of
information known to them regarding such circumstances or risks.

                  (c) Until such time as the Guaranteed Obligations have been
paid in full in cash or Cash Equivalents, each Parent Guarantor hereby waives
all rights of subrogation which it may at any time otherwise have as a result of
this Parent Guaranty (whether contractual, under Section 509 of the Bankruptcy
Code, or otherwise) to the claims of the Guaranteed Creditors against the
Borrower or any other guarantor of the Guaranteed Obligations and all
contractual, statutory or common law rights of reimbursement, contribution or
indemnity from the Borrower or any other guarantor which it may at any time
otherwise have as a result of this Parent Guaranty.

                  14.09 Payment. All payments made by either Parent Guarantor
pursuant to this Section 14 will be made without setoff, counterclaim or other
defense, and shall be subject to the provisions of Sections 4.03 and 4.04.

                                      * * *




                                      -65-
<PAGE>


                  IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Agreement to be duly executed and delivered as of the date
first above written.


Address:                                  NOBLE DRILLING CORPORATION
-------

13135 South Dairy Ashford
Suite 800
Sugar Land, TX  77478                     By: /s/ Robert D. Campbell
Attn.: Mark Mey                               Title: President
Telephone:  (281) 276-6100
Facsimile:  (281) 276-6344

13135 South Dairy Ashford                 NOBLE CORPORATION
Suite 800
Sugar Land, TX  77478                     By: /s/ Robert D. Campbell
Attn.: Mark Mey                               ----------------------------------
Telephone: (281) 276-6100                     Title: President
Facsimile: (281) 276-6344

13135 South Dairy Ashford                 NOBLE HOLDING (U.S.) CORPORATION
Suite 800
Sugar Land, TX  77478                     By: /s/ Mark L. Mey
Attn.: Mark Mey                               ----------------------------------
Telephone: (281) 276-6100                     Title: Treasurer
Facsimile: (281) 276-6344

                                          NORDEA BANK NORGE ASA, NEW YORK
                                           BRANCH, as successor by merger to
                                           Christiania Bank og Kreditkasse ASA,
                                           New York Branch, Individually and as
                                           Administrative Agent


                                          By: /s/ Alison M. Bas
                                              ----------------------------------
                                              Title: Assistant Vice President



                                          By: /s/ Ronny Bjornadal
                                              ----------------------------------
                                              Title: Vice President



                                          WELLS FARGO BANK TEXAS,
                                           NATIONAL ASSOCIATION



                                          By: /s/ Phillip Lauinger III
                                              ----------------------------------
                                              Title: Vice President



<PAGE>




                                          SUNTRUST BANK



                                          By: /s/ Joseph M. McCreery
                                              ----------------------------------
                                              Title: Vice President



                                          THE BANK OF TOKYO-MITSUBISHI, LTD.



                                          By: /s/ John McGhee
                                              ----------------------------------
                                              Title: Vice President & Manager



                                          WESTDEUTSCHE LANDESBANK GIROZENTRALE,
                                           NEW YORK BRANCH



                                          By: Salvatore Bettinelli
                                              ----------------------------------
                                              Title: Managing Director Credit
                                                     Department



                                          By: /s/ Jeffrey S. Davidson
                                              ----------------------------------
                                              Title: Associate Director



                                          THE FUJI BANK, LIMITED



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



                                          SOUTHWEST BANK OF TEXAS, N.A.



                                          By: /s/ Carmen Dunmire
                                              ----------------------------------
                                              Title: Senior Vice President





<PAGE>

                                                                        ANNEX II

                                   COMMITMENTS



<TABLE>
<CAPTION>
Lender                                                           Commitment
------                                                           ----------
<S>                                                               <C>
Nordea Bank Norge ASA,                                              $40,000,000
   New York Branch

Wells Fargo Bank Texas,                                             $30,000,000
   National Association

SunTrust Bank                                                       $30,000,000

The Bank of Tokyo-Mitsubishi, Ltd.                                  $30,000,000

Westdeutsche Landesbank Girozentrale,                               $30,000,000
   New York Branch

The Fuji Bank, Limited                                              $20,000,000

Southwest Bank of Texas, N.A.                                       $20,000,000
                                                                    -----------

TOTAL                                                              $200,000,000
                                                                   ============
</TABLE>





<PAGE>

                                                                     ANNEX II


                                LENDER ADDRESSES


<Table>
<S>                                           <C>
NORDEA BANK NORGE ASA, NEW YORK BRANCH        437 Madison Avenue
                                              New York, New York  10022
                                              Attention:  Mr. Hans Chr. Kjelsrud
                                              Tel:  212-318-9634
                                              Fax:  212-421-4420

WELLS FARGO BANK TEXAS, NATIONAL              1000 Louisiana, 3rd Floor
 ASSOCIATION                                  Houston, Texas 77002
                                              Attention:  Mr. Bret West
                                              Tel:  713-319-1371
                                              Fax:  713-739-1087

SUNTRUST BANK                                 303 Peachtree Street, N.E., 10th
                                                Floor
                                              Atlanta, Georgia 30308
                                              Attention: Mr. Joseph M. McCreery
                                              Tel: 404-532-0274
SUNTRUST BANK                                 Fax: 404-827-6270

THE BANK OF TOKYO-MITSUBISHI, LTD.            1100 Louisiana Street, Suite 2800
                                              Houston, Texas 77002-5216
                                              Attention:  Ms. Joan Stanton
                                              Tel: 713-655-3824
                                              Fax:  713-658-0116

WESTDEUTSCHE LANDESBANK GIROZENTRALE,         5555 San Felipe, 20th Floor
 NEW YORK BRANCH                              Houston, Texas 77056
                                              Attention:  Mr. Richard R. Newman
                                              Tel:  713-963-5203
                                              Fax:  713-963-5308

THE FUJI BANK, LIMITED                        1221 McKinney Street, Suite 4100
                                              Houston, Texas 77010
                                              Attention:  Mr. Mark E. Polasek
                                              Tel: 713-650-7863
                                              Fax: 713-759-0717

SOUTHWEST BANK OF TEXAS, N.A.                 5 Post Oak Park
                                              4400 Post Oak Parkway
                                              Houston, Texas  77027
                                              Attention: Ross Bartley
                                              Tel: (713) 232-2169
                                              Fax:  (713) 232-5925
</Table>






                                      -i-
<PAGE>

                                                                       ANNEX III

                                  PRICING GRID


<Table>
<Caption>
                                  Applicable Eurodollar       Applicable Facility Fee     Applicable Utilization Fee
        Credit Rating                     Margin                     Percentage                   Percentage
        -------------                     ------                     ----------                   ----------
<S>                                <C>                         <C>                        <C>
          Category 1                      0.180%                       0.075%                       0.075%
          Category 2                      0.220%                       0.085%                       0.100%
          Category 3                      0.300%                       0.100%                       0.100%
          Category 4                      0.500%                       0.125%                       0.125%
          Category 5                      0.575%                       0.150%                       0.150%
          Category 6                      0.700%                       0.200%                       0.175%
</Table>












<PAGE>

                                                                        ANNEX IV

NEWYORK 897007 (2K)

                           EXISTING LETTERS OF CREDIT

<Table>
<Caption>
    OPENING DATE              ADVISING/ISSUING BANK                     BENEFICIARY
<S>                         <C>                                 <C>
----------------------------------------------------------------------------------------------
      10/24/00        Standard Chartered Grindlays Bank New     M/S Neptune Exploration and
                                   Delhi, India                      Industries Limited
----------------------------------------------------------------------------------------------
      03/16/01                 ABN AMRO, Abu Dhabi               National Drilling Company
----------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------
</Table>

<Table>
<Caption>
       AMOUNT             PURPOSE          EXPIRY DATE       CBK L/C#
---------------------------------------------------------------------
<S>                       <C>             <C>               <C>
   INR12,02,69,734        Bid Bond          06/30/02          30499
    $2,600,000.00
---------------------------------------------------------------------
     $806,020.00          Bid Bond          05/15/02          30523
----------------------------- ---------------------------------------

---------------------------------------------------------------------

---------------------------------------------------------------------

---------------------------------------------------------------------

---------------------------------------------------------------------

---------------------------------------------------------------------

---------------------------------------------------------------------

---------------------------------------------------------------------

</Table>



<PAGE>


                                                                         ANNEX V



                              EXISTING INDEBTEDNESS


 <Table>
 <Caption>
       Debtor                                        Description                             Amount
       ------                                        -----------                             ------
<S>                                             <C>                                        <C>
Noble Drilling Corporation                      6.95% Senior Notes due 2009                $149,912,000

Noble Drilling Corporation                      7.50% Senior Notes due 2019                $250,000,000

Noble Drilling (Paul Wolff) Ltd.                Fixed Rate Senior Secured Notes             $97,062,084

Noble Drilling (Jim Thompson) Inc.               Fixed Rate Senior Secured Notes           $105,737,415

Noble Drilling (Paul Romano) Inc.               Senior Secured Notes                        $69,880,256
Arktik Drilling Limited, Inc.                   Note                                         $7,900,000
</Table>






<PAGE>


                                                                        ANNEX VI


                                 EXISTING LIENS

First preferred ship mortgage on the Noble Muravlenko, securing $7.9 million
loan by minority equity owner of Arktik Drilling Limited, Inc. ("Arktik") to
Arktik.