<PAGE>

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

                                                                   EXHIBIT 10.18

                                                                  EXECUTION COPY

                                  $800,000,000

                                CREDIT AGREEMENT

                                      among

                               FLUOR CORPORATION,
                                  as Borrower,

                                  BNP PARIBAS,
                   as Administrative Agent and Issuing Lender,

                  BANK OF AMERICA, N.A. AND CITICORP USA, INC.,
                            as Co-Syndication Agents,

                                       and

                            THE LENDERS PARTY HERETO

                                  July 28, 2004

        BANC OF AMERICA SECURITIES LLC, CITIGROUP GLOBAL MARKETS INC. AND
                       BNP PARIBAS SECURITIES CORPORATION,
                             as Joint Lead Arrangers

================================================================================
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                       <C>
ARTICLE I DEFINITIONS                                                                                      1

  SECTION 1.01. Definitions.............................................................................   1
  SECTION 1.02. Other Definitional Provisions...........................................................  15

ARTICLE II REVOLVING ADVANCES AND LETTERS OF CREDIT                                                       15

  SECTION 2.01. Revolving Advances......................................................................  15
  SECTION 2.02. Making the Revolving Advances...........................................................  16
  SECTION 2.03. Repayment of Revolving Advances.........................................................  17
  SECTION 2.04. Prepayments of Revolving Advances; Voluntary Termination or Reduction of Commitments....  17
  SECTION 2.05. Interest on Revolving Advances..........................................................  19
  SECTION 2.06. Conversion and Continuation of Revolving Advances.......................................  22
  SECTION 2.07. Issuance of Letters of Credit...........................................................  22
  SECTION 2.08. Participations in Letters of Credit.....................................................  24
  SECTION 2.09. Reimbursement in Respect of Letters of Credit...........................................  24
  SECTION 2.10. Disbursement Procedures for Letters of Credit; Reporting................................  26
  SECTION 2.11. Interest on LC Disbursements and Reimbursement of Other Amounts.........................  27
  SECTION 2.12. Cash Collateralization..................................................................  27
  SECTION 2.13. Maturity Date...........................................................................  29
  SECTION 2.14. General Provisions as to Payments.......................................................  29
  SECTION 2.15. Computation of Interest and Fees........................................................  30
  SECTION 2.16. Taxes; Net Payments.....................................................................  30
  SECTION 2.17. Increased Costs.........................................................................  31
  SECTION 2.18. Illegality..............................................................................  33
  SECTION 2.19. Fees....................................................................................  33
  SECTION 2.20. Evidence of Debt........................................................................  34
  SECTION 2.21. Use of Proceeds.........................................................................  35

ARTICLE III CONDITIONS PRECEDENT                                                                          35

  SECTION 3.01. Closing Date............................................................................  35
  SECTION 3.02. Conditions to All Revolving Advances and Letters of Credit..............................  36

ARTICLE IV REPRESENTATIONS AND WARRANTIES                                                                 37

  SECTION 4.01. Corporate Existence and Power...........................................................  37
  SECTION 4.02. Corporate and Governmental Authorization; Contravention.................................  38
  SECTION 4.03. Binding Effect..........................................................................  38
  SECTION 4.04. Financial Information...................................................................  38
  SECTION 4.05. Litigation..............................................................................  38
  SECTION 4.06. Compliance with ERISA...................................................................  38
  SECTION 4.07. Taxes...................................................................................  39
  SECTION 4.08. Material Subsidiaries...................................................................  39
  SECTION 4.09. Not an Investment Company...............................................................  39
  SECTION 4.10. Business of the Borrower; Use of Proceeds...............................................  39
  SECTION 4.11. No Misleading Statements................................................................  39
  SECTION 4.12. Environmental Matters...................................................................  40
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                                       <C>
  SECTION 4.13. No Default..............................................................................  40

ARTICLE V COVENANTS                                                                                       40

  SECTION 5.01. Information.............................................................................  40
  SECTION 5.02. Payment of Obligations..................................................................  42
  SECTION 5.03. Maintenance of Property; Insurance......................................................  43
  SECTION 5.04. Conduct of Business and Maintenance of Existence........................................  43
  SECTION 5.05. Compliance with Laws....................................................................  43
  SECTION 5.06. Keeping of Records; Inspection of Property, Books and Records...........................  44
  SECTION 5.07. Debt....................................................................................  44
  SECTION 5.08. Negative Pledge.........................................................................  44
  SECTION 5.09. Consolidations, Mergers and Sales of Assets.............................................  45
  SECTION 5.10. Payment of Taxes, Etc...................................................................  45
  SECTION 5.11. Pari-passu Obligations..................................................................  45
  SECTION 5.12. Further Assurances......................................................................  46

ARTICLE VI DEFAULTS                                                                                       46

  SECTION 6.01. Events of Default.......................................................................  46
  SECTION 6.02. Remedies................................................................................  48

ARTICLE VII THE ADMINISTRATIVE AGENT                                                                      49

  SECTION 7.01. Appointment and Authorization...........................................................  49
  SECTION 7.02. Administrative Agent and Affiliates.....................................................  49
  SECTION 7.03. Reliance by Administrative Agent........................................................  49
  SECTION 7.04. Delegation of Duties....................................................................  50
  SECTION 7.05. Liability of Administrative Agent.......................................................  50
  SECTION 7.06. Indemnification.........................................................................  51
  SECTION 7.07. Credit Decision.........................................................................  51
  SECTION 7.08. Successor Administrative Agent..........................................................  51
  SECTION 7.09. Agent With Respect to Cash Collateral Accounts..........................................  52
  SECTION 7.10. No Other Duties, etc....................................................................  52

ARTICLE VIII MISCELLANEOUS                                                                                52

  SECTION 8.01. Notices.................................................................................  52
  SECTION 8.02. No Waivers..............................................................................  53
  SECTION 8.03. Expenses; Taxes; Indemnification........................................................  53
  SECTION 8.04. Sharing of Set-Offs.....................................................................  55
  SECTION 8.05. Amendments and Waivers..................................................................  55
  SECTION 8.06. Successors and Assigns..................................................................  56
  SECTION 8.07. Collateral..............................................................................  58
  SECTION 8.08. California Law..........................................................................  58
  SECTION 8.09. Counterparts; Effectiveness.............................................................  58
  SECTION 8.10. Confidentiality.........................................................................  58
  SECTION 8.11. Captions................................................................................  58
  SECTION 8.12. Severability............................................................................  59
  SECTION 8.13. Integration.............................................................................  59
  SECTION 8.14. Consent to Jurisdiction.................................................................  59
  SECTION 8.15. Service of Process......................................................................  59
</TABLE>

                                       ii

<PAGE>

<TABLE>
  <S>                                                                                                     <C>
  SECTION 8.16. No Limitation on Service or Suit........................................................  59
  SECTION 8.17. WAIVER OF TRIAL BY JURY.................................................................  60
  SECTION 8.18. Usury Savings Clause....................................................................  60
  SECTION 8.19. Judgment Currency.......................................................................  60
  SECTION 8.20. USA PATRIOT Act.........................................................................  61
</TABLE>

LIST OF EXHIBITS AND SCHEDULES

EXHIBIT A         FORM OF OPINION OF COUNSEL FOR THE BORROWER
EXHIBIT B         FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT C         FORM OF CERTIFICATE OF SECRETARY TO THE BORROWER
EXHIBIT D         FORM OF NOTICE OF REVOLVING BORROWING
EXHIBIT E         FORM OF NOTICE OF CONVERSION/CONTINUATION
EXHIBIT F         FORM OF REVOLVING NOTE

SCHEDULE 1.01(a)  LENDERS AND COMMITMENTS
SCHEDULE 1.01(b)  EXISTING LETTERS OF CREDIT
SCHEDULE 5.08     EXISTING LIENS

                                      iii

<PAGE>

                                CREDIT AGREEMENT

      CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented
or otherwise modified from time to time, this "Agreement") dated as of July 28,
2004 among FLUOR CORPORATION, a Delaware corporation (the "Borrower"), the
LENDERS party hereto from time to time, BNP PARIBAS ("BNPP"), as Administrative
Agent and an Issuing Lender, and BANK OF AMERICA, N.A. ("Bank of America") and
CITICORP USA, INC., as Co-Syndication Agents.

      WHEREAS, the Borrower has requested that the Lenders provide the Borrower
with certain credit facilities, and the Lenders are willing to do so on the
terms and conditions set forth herein;

      NOW, THEREFORE, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

      SECTION 1.01. Definitions.

      The following terms, as used herein, have the following meanings (such
meanings to be equally applicable to both the singular and plural forms of the
terms defined):

      "Administrative Agent" means BNPP or any successor to BNPP in its capacity
as Administrative Agent.

      "Administrative Agent's Account" means the account of the Administrative
Agent as the Administrative Agent shall specify in writing to the Credit
Parties.

      "Affiliate" means, as to any Person, any other Person that, directly or
indirectly, controls, is controlled by or is under common control with such
Person. The term "control" (including the terms "controlled by" or "under common
control with") means the possession, direct or indirect, of the power to vote
50% or more of the securities having ordinary voting power for the election of
directors of such Person or to direct or cause the direction of the management
and policies of such Person, whether through ownership of voting securities or
by contract or otherwise.

                                       1

<PAGE>

      "Applicable Commitment Fee Rate" means, on any date, the applicable rate
set forth below, based upon the Rating applicable on such date:

<TABLE>
<CAPTION>
                                               APPLICABLE COMMITMENT
      RATING CATEGORY                                FEE RATE
----------------------------                         --------
<S>                                            <C>
CATEGORY 1                                        9.0 basis points

    A2 or higher by Moody's

CATEGORY 2                                       11.0 basis points

    A3 by Moody's

CATEGORY 3                                       14.0 basis points

    Baa1 by Moody's

CATEGORY 4                                       17.5 basis points

    Baa2 or lower by Moody's
</TABLE>

      For purposes of the foregoing, (i) if the Rating shall be changed (other
than as a result of a change in the rating system of Moody's), such change shall
be effective as of the date on which such change is first announced by Moody's,
(ii) if Moody's shall not have in effect a Rating, then, unless clause (iii) or
(iv) below is applicable, the Applicable Commitment Fee Rate will be determined
by reference to Category 4, (iii) if Moody's shall not have in effect a Rating
(other than because Moody's shall no longer be in the business of rating
corporate debt obligations and otherwise not as a result of any action, omission
or performance by or of the Borrower or any of its Subsidiaries or other
assets), then, for a period of 90 days following the date of any such cessation,
the Applicable Commitment Fee Rate will be determined by reference to Category
3, and during such 90-day period the Borrower and the Lenders shall negotiate in
good faith to amend this definition to reflect the non-availability of a Rating,
and (iv) if the rating system of Moody's shall change, or if Moody's shall cease
to be in the business of rating corporate debt obligations, then, for a period
of 90 days following the date of any such change or cessation, the Applicable
Commitment Fee Rate will be determined by reference to the Category applicable
immediately prior to such change or cessation, and during such 90-day period the
Borrower and the Lenders shall negotiate in good faith to amend this definition
to reflect such changed rating system or the non-availability of a Rating;
provided that, if at the expiration of any 90-day period referred to clause
(iii) or (iv) above such amendments have not been effected, the Applicable
Commitment Fee Rate will be determined by reference to Category 4 from the date
following the expiration of such 90-day period until the date such amendments
become effective. Each change in the Applicable Commitment Fee Rate shall apply
during the period commencing on the effective date of such change and ending on
the date immediately preceding the effective date of the next such change.

      "Applicable Percentage" means, with respect to any Lender, the percentage
of the total Commitments represented by such Lender's Commitments. If the
Commitments have terminated

                                       2

<PAGE>

or expired, the Applicable Percentages shall be determined based upon the
Commitments most recently in effect, giving effect to any assignments.

      "Applicable Performance LC Rate" means, on any date, the applicable rate
set forth below, based upon the Rating applicable on such date:

<TABLE>
<CAPTION>
                                                 APPLICABLE PERFORMANCE
      RATING CATEGORY                                   LC RATE
----------------------------                            -------
<S>                                              <C>
CATEGORY 1                                         26.25 basis points

    A2 or higher by Moody's

CATEGORY 2                                         40.0 basis points

    A3 by Moody's

CATEGORY 3                                         52.5 basis points

    Baa1 by Moody's

CATEGORY 4                                         75.0 basis points

    Baa2 or lower by Moody's
</TABLE>

      For purposes of the foregoing, (i) if the Rating shall be changed (other
than as a result of a change in the rating system of Moody's), such change shall
be effective as of the date on which such change is first announced by Moody's,
(ii) if Moody's shall not have in effect a Rating, then, unless clause (iii) or
(iv) below is applicable, the Applicable Performance LC Rate will be determined
by reference to Category 4, (iii) if Moody's shall not have in effect a Rating
(other than because Moody's shall no longer be in the business of rating
corporate debt obligations and otherwise not as a result of any action, omission
or performance by or of the Borrower or any of its Subsidiaries or other
assets), then, for a period of 90 days following the date of any such cessation,
the Applicable Performance LC Rate will be determined by reference to Category
3, and during such 90-day period the Borrower and the Lenders shall negotiate in
good faith to amend this definition to reflect the non-availability of a Rating,
and (iv) if the rating system of Moody's shall change, or if Moody's shall cease
to be in the business of rating corporate debt obligations, then, for a period
of 90 days following the date of any such change or cessation, the Applicable
Performance LC Rate will be determined by reference to the Category applicable
immediately prior to such change or cessation, and during such 90-day period the
Borrower and the Lenders shall negotiate in good faith to amend this definition
to reflect such changed rating system or the non-availability of a Rating;
provided that, if at the expiration of any 90-day period referred to clause
(iii) or (iv) above such amendments have not been effected, the Applicable
Performance LC Rate will be determined by reference to Category 4 from the date
following the expiration of such 90-day period until the date such amendments
become effective. Each change in the Applicable Performance LC Rate shall apply
during the period commencing on the effective date of such change and ending on
the date immediately preceding the effective date of the next such change.

                                       3

<PAGE>

      "Applicable Rate" means, on any date, the applicable rate set forth below,
based upon the Rating applicable on such date:

<TABLE>
<CAPTION>
                                                           APPLICABLE RATE
                                          -------------------------------------------------
                                             UTILIZATION                    UTILIZATION
                                           PERCENTAGE LESS                PERCENTAGE 50.0%
      RATING CATEGORY                        THAN 50.0%                       OR MORE
----------------------------              -----------------              ------------------
<S>                                       <C>                            <C>
CATEGORY 1                                32.5 basis points              35.0 basis points

    A2 or higher by Moody's

CATEGORY 2                                45.0 basis points              50.0 basis points

    A3 by Moody's

CATEGORY 3                                55.0 basis points              70.0 basis points

    Baa1 by Moody's

CATEGORY 4                                70.0 basis points              85.0 basis points

    Baa2 or lower by Moody's
</TABLE>

      For purposes of the foregoing, (i) if the Rating shall be changed (other
than as a result of a change in the rating system of Moody's), such change shall
be effective as of the date on which such change is first announced by Moody's,
(ii) if Moody's shall not have in effect a Rating, then, unless clause (iii) or
(iv) below is applicable, the Applicable Rate will be determined by reference to
Category 4, (iii) if Moody's shall not have in effect a Rating (other than
because Moody's shall no longer be in the business of rating corporate debt
obligations and otherwise not as a result of any action, omission or performance
by or of the Borrower or any of its Subsidiaries or other assets), then, for a
period of 90 days following the date of any such cessation, the Applicable Rate
will be determined by reference to Category 3, and during such 90-day period the
Borrower and the Lenders shall negotiate in good faith to amend this definition
to reflect the non-availability of a Rating, and (iv) if the rating system of
Moody's shall change, or if Moody's shall cease to be in the business of rating
corporate debt obligations, then, for a period of 90 days following the date of
any such change or cessation, the Applicable Rate will be determined by
reference to the Category applicable immediately prior to such change or
cessation, and during such 90-day period the Borrower and the Lenders shall
negotiate in good faith to amend this definition to reflect such changed rating
system or the non-availability of a Rating; provided that, if at the expiration
of any 90-day period referred to clause (iii) or (iv) above such amendments have
not been effected, the Applicable Rate will be determined by reference to
Category 4 from the date following the expiration of such 90-day period until
the date such amendments become effective. Each change in the Applicable Rate or
Utilization Percentage, as applicable, shall apply during the period commencing
on the effective date of such change and ending on the date immediately
preceding the effective date of the next such change.

                                       4

<PAGE>

      "Application" means a letter of credit application in the standard form
thereof required by the applicable Issuing Lender for the issuance of letters of
credit generally.

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

      "Assignment and Assumption Agreement" means an assignment and assumption
agreement entered into by a Lender and an assignee (with the consent of any
party whose consent is required by Section 8.06(b)), and accepted by the
Administrative Agent, substantially in the form of Exhibit B attached hereto or
any other form approved by the Administrative Agent.

      "Backing Letter of Credit" has the meaning set forth in Section 2.07(b) of
this Agreement.

      "Bank of America" has the meaning set forth in the preamble to this
Agreement.

      "Base Rate" means, for any day, a rate per annum equal to the higher of:

            (a) the prime commercial lending rate of interest established by
      BNPP in New York, New York from time to time as its prime rate; and

            (b) the sum of one-half of one-percent (1/2%) plus the Federal Funds
      Rate for such day.

      "Base Rate Revolving Advance" means a Revolving Advance that bears
interest as provided in Section 2.05(a).

      "BNPP" has the meaning set forth in the preamble to this Agreement.

      "BNPPSC" means BNP Paribas Securities Corporation and its successors.

      "Borrower" has the meaning set forth in the preamble to this Agreement.

      "Business Day" means any day except a Saturday, Sunday or other day on
which commercial banks in the States of California or New York are authorized or
required by law, regulation or executive order to close; provided, however, that
when used in connection with a Eurodollar Rate Revolving Advance, the term
"Business Day" does not include any day on which banks are not open for dealings
in Dollar deposits in the London interbank market.

      "Closing Date" means July 28, 2004.

      "Code" means the Internal Revenue Code of 1986, as amended, or any
successor statute.

      "Commitment" means any Tranche 1 Commitment or any Tranche 2 Commitment,
as the context requires, and "Commitments" means the Tranche 1 Commitments and
the Tranche 2 Commitments, collectively.

                                       5

<PAGE>

      "Commitment Termination Date" means the earlier to occur of (i) that date
which is five years after the Closing Date and (ii) the date on which all
Commitments terminate in accordance with the provisions of this Agreement.

      "Computation Date" has the meaning specified in Section 2.12(b).

      "Consolidated Debt" means at any date the total Debt of the Borrower and
its Consolidated Subsidiaries, determined on a consolidated basis as of such
date.

      "Consolidated Subsidiary" means any Subsidiary or other entity the
accounts of which, at any date, would be, in accordance with GAAP, consolidated
with those of the Borrower in its consolidated financial statements as of such
date.

      "Consolidated Tangible Net Worth" means at any date the consolidated
stockholders' equity of the Borrower and its Consolidated Subsidiaries less
their consolidated Intangible Assets, all determined as of such date in
accordance with GAAP. For purposes of this definition "Intangible Assets" means
the amount (to the extent reflected in determining such consolidated
stockholders' equity) of (i) all write-ups (other than write-ups resulting from
foreign currency translations and write-ups of assets of a going concern
business made within twelve months after the acquisition of such business) in
the book value of any asset owned by the Borrower or a Consolidated Subsidiary,
and (ii) all unamortized debt discount and expense, unamortized deferred
charges, goodwill, patents, trademarks, service marks, trade names, copyrights,
organization or developmental expenses and other intangible items.

      "Controlled Group" means all members of a controlled group of corporations
and all trades or businesses (whether or not incorporated) under common control
which, together with the Borrower, are treated as a single employer under
Section 414(b) or 414(c) of the Code.

      "Co-Syndication Agents" means Bank of America, N.A. and Citicorp USA, Inc.
in their capacities as co-syndication agents, and their successors in such
capacities.

      "Credit Party" means each of the Administrative Agent, each Issuing
Lender, each Lender and their respective successors and assigns, and "Credit
Parties" means all such Persons, collectively.

      "Debt" of any Person means at any date, without duplication, (i) all
indebtedness of such Person for borrowed money which would be classified as a
liability of such Person in accordance with GAAP on such Person's balance
sheets, (ii) all obligations of such Person evidenced by bonds, debentures,
notes or other similar instruments (except for notes relating to self insurance
programs of such Person and/or its Subsidiaries which are not classified as
current liabilities of such Person or any of its Subsidiaries) which would be
classified as a liability of such Person in accordance with GAAP on such
Person's balance sheets, (iii) all obligations of such Person to pay the
deferred purchase price of property or services, except trade accounts payable
arising in the ordinary course of business and foreign exchange transactions,
(iv) all obligations of such Person as lessee under capital leases, (v) all
obligations of such Person to purchase securities (or other property) which
arise out of or in connection with the sale of the same or substantially similar
securities or property, which obligations or any portion thereof may, in
accordance with their terms, become due on or before the Maturity Date, (vi) all
non-contingent obligations of

                                       6

<PAGE>


such Person to reimburse any bank or other Person in respect of amounts actually
paid under a letter of credit or similar instrument, (vii) all Debt of others
secured by a Lien on any asset of such Person, whether or not such Debt is
assumed by such Person, (viii) all Debt of others Debt Guaranteed by such
Person, and (ix) all payment obligations of such Person under any interest rate
protection agreement (including, without limitation, any interest rate swaps,
caps, floors, collars and similar agreements).

      "Debt Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Debt of any
other Person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Debt (whether arising by virtue of partnership arrangements, by agreement to
keep-well, to purchase assets, goods, securities or services, to take-or-pay, or
to maintain financial statement conditions or otherwise) or (ii) entered into
for the purpose of assuring in any other manner the obligee of such Debt of the
payment thereof or to protect such obligee against loss in respect thereof (in
whole or in part); provided that the term "Debt Guarantee" shall not include
endorsements for collection or deposit in the ordinary course of business. The
term "Debt Guarantee" used as a verb has a corresponding meaning.

      "Default" means any condition or event which constitutes an Event of
Default or which with the giving of notice or lapse of time or both would,
unless cured or waived, become an Event of Default.

      "Dollar Equivalent" means, at any time for the determination thereof, the
amount of Dollars which could be purchased with the amount of the relevant
Foreign Currency by the Administrative Agent (in accordance with normal banking
procedures) at the spot exchange rate therefor at about 12:00 noon (San
Francisco time) on such date of determination.

      "Dollars" or "$" refers to lawful money of the United States of America.

      "Environmental Laws" means any and all federal, state, local and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, agreements or other
governmental restrictions relating to the environment, or to emissions,
discharges or releases of pollutants, contaminants, petroleum or petroleum
products, chemicals or industrial, toxic or hazardous substances or wastes into
the environment, including, without limitation, ambient air, surface water,
ground water, or land, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
pollutants, contaminants, petroleum or petroleum products, chemicals or
industrial, toxic or hazardous substances or wastes or the clean-up or other
remediation thereof.

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

      "Escalating LC" means each Letter of Credit that, by its terms or the
terms of the Application related thereto, provides for one or more increases in
the stated amount thereof.

      "euro" means the single currency of participating member states of the
European Union.

                                       7

<PAGE>

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

      "Eurodollar Rate" means, for any Interest Rate Determination Date with
respect to any Eurodollar Rate Revolving Advances for any Interest Period
therefor, an interest rate per annum (rounded upwards, if necessary, to the
nearest 1/100 of 1%) equal to the rate per annum obtained by dividing (i) (a)
the rate per annum determined by the Administrative Agent by reference to the
British Bankers' Association Interest Settlement Rates for deposits (for
delivery on the first day of such period) with a term equivalent to such period
in Dollars, determined as of approximately 11:00 a.m. (London, England time) on
such Interest Rate Determination Date (as set forth by Bloomberg Information
Service or any successor thereto or any other service selected by Administrative
Agent which has been nominated by the British Bankers' Association as an
authorized information vendor for the purpose of displaying such rates), or (b)
in the event the rate referenced in the preceding clause (a) is not available,
the rate per annum equal to the offered quotation rate to first class banks in
the London interbank market by BNPP for deposits (for delivery on the first day
of the relevant period) in Dollars of amounts in same day funds comparable to
the principal amount of the applicable Revolving Advance of the Administrative
Agent, in its capacity as a Lender, for which the Eurodollar Rate is then being
determined with maturities comparable to such period as of approximately 11:00
a.m. (London, England time) on such Interest Rate Determination Date, by (ii) a
percentage equal to 100% minus the Eurodollar Rate Reserve Percentage for such
Interest Period.

      "Eurodollar Rate Revolving Advance" has the meaning set forth in Section
2.05(b).

      "Eurodollar Rate Reserve Percentage" means, with respect to any Interest
Period for any Eurodollar Rate Revolving Advance, the reserve percentage
applicable on the Interest Rate Determination Date under regulations issued from
time to time by the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement (including, without
limitation, any emergency, supplemental or other marginal reserve requirement)
for a member bank of the Federal Reserve System in New York City with respect to
liabilities or assets consisting of or including Eurocurrency Liabilities (or
with respect to any other category of liabilities that includes deposits by
reference to which the interest rate on Eurodollar Rate Revolving Advances is
determined) having a term equal to such Interest Period.

      "Event of Default" has the meaning set forth in Section 6.01.

      "Excess" has the meaning set forth in Section 2.12(b).

      "Exchange Equivalent" means, at any time for the determination thereof,
with respect to any amount (the "Original Amount") of Dollars, the amount of any
relevant Foreign Currency which would be required to buy the Original Amount of
Dollars by the Administrative Agent (in accordance with normal banking
procedures) at the spot exchange rate therefor at about 12:00 noon (San
Francisco time) on such date of determination.

      "Existing Credit Facilities" means (i) that certain Second Amended and
Restated Credit Agreement, dated as of October 6, 2003, among the Borrower,
BNPP, as Administrative Agent and Issuing Bank, and the lenders party thereto,
as amended, supplemented, restated or otherwise modified, (ii) that certain
$135,000,000 5-Year Credit Agreement, dated as of November 30,

                                       8

<PAGE>

2000, among the Borrower, Citicorp USA, Inc., as Administrative Agent, Bank of
America, N.A. as Syndication Agent, The Fuji Bank Limited and Deutsche Bank AG
as Managing Agents, and the lenders party thereto, as amended, supplemented,
restated or otherwise modified, and (iii) that certain $165,000,000 364 Day
Credit Agreement, dated as of November 30, 2000, among the Borrower as Borrower,
Citicorp USA, Inc. as Administrative Agent, Bank of America, N.A. as Syndication
Agent, The Fuji Bank Limited and Deutsche Bank AG as Managing Agents, and the
lenders party thereto, as amended, supplemented, restated or otherwise modified.

      "Existing Letter of Credit" means each of the letters of credit described
by date of issuance, amount, beneficiary and the date of expiry on Schedule
1.01(b) hereto.

      "Expiration Date" has the meaning set forth in Section 2.07(b).

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

      "Fee Letter" means that certain letter agreement among BNPP, BNPPSC and
the Borrower dated as of June 21, 2004, as the same may be amended from time to
time.

      "Financial Letter of Credit" has the meaning set forth in Section 2.07(b)
of this Agreement.

      "Foreign Currency" means Pounds Sterling, Euro, Japanese Yen, Australian
Dollar, New Zealand Dollar, Mexican Peso, Canadian Dollar, Chilean Peso,
Singapore Dollar, Chinese Yuan and/or any other currency acceptable to the
applicable Issuing Lender, as the context requires.

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

      "GAAP" means generally accepted accounting principles consistent with
those applied in the preparation of the financial statements referred to in
Section 4.04(a).

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

      "Industry Standards" has the meaning specified in Section 5.03(b).

      "Interest Period" has the meaning specified in Section 2.05(b).

                                        9

<PAGE>

      "Interest Rate Determination Date" means, with respect to any Interest
Period, the date that is two Business Days prior to the first day of such
Interest Period.

      "Interest Type" refers to the distinction between Revolving Advances
bearing interest at the Base Rate and Revolving Advances bearing interest at the
Eurodollar Rate.

      "ISP 98" means, with respect to any Letter of Credit, International
Standby Practices, International Chamber of Commerce Publication No. 590 (ISP
98) (or such later version thereof as may be in effect at the time of issuance).

      "Issuing Lender" means each of BNPP and Bank of America, in its capacity
as the issuer of Letters of Credit hereunder, and their respective successors
and, with the consent of the Administrative Agent and at the request of the
Borrower, any other Lender (and its successors) that agrees to be an Issuing
Lender hereunder, in its capacity as issuer of one or more Letters of Credit
hereunder, and the term "Issuing Lenders" means all such Persons, collectively.

      "Joint Lead Arranger" means each of Banc of America Securities LLC,
Citigroup Global Markets Inc. and BNPPSC, along with their respective successors
in such capacities, and "Joint Lead Arrangers" means all such Persons,
collectively.

      "Joint Venture" means any joint venture, partnership or other
minority-owned entity (other than a Subsidiary) in which the Borrower or any of
its Subsidiaries owns an interest.

      "LC Disbursement" means a payment made by any Issuing Lender pursuant to a
Letter of Credit.

      "LC Exposure" means at any time, the sum of (i) the aggregate undrawn
amount of all Letters of Credit at such time (provided that, with respect to any
Escalating LC, other than for purposes of calculating the Utilization
Percentage, such available amount shall equal the maximum amount (after giving
effect to all possible increases) available to be drawn under such Escalating
LC) plus (ii) the aggregate amount of all LC Disbursements that have not yet
been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of
any Lender at any time shall be its Tranche 2 Commitment Percentage of the total
LC Exposure at such time. For all purposes of this Agreement, if on any date of
determination a Letter of Credit has expired by its terms but any amount may
still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP,
such Letter of Credit shall be deemed to be "outstanding" in the amount so
remaining available to be drawn.

      "Lender" means each Person listed on Schedule 1.01(a) and any other Person
that shall have become a party hereto pursuant to an Assignment and Assumption
Agreement (other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Assumption Agreement) and their successors and assigns.

      "Lending Office" means, as to each Lender, its office located at its
address set forth on the signature pages hereof (or identified on the signature
pages hereof as its Lending Office), or such office as may be set forth as a
Lending Office of a Lender in any Assignment and Assumption Agreement accepted
by the Administrative Agent pursuant to Section 7.06(b), or

                                       10

<PAGE>

such other office as such Lender may hereafter designate as its Lending Office
by notice to the Borrower and the Administrative Agent.

      "Letter of Credit" means (a) a standby letter of credit denominated in
Dollars or in a Foreign Currency issued under the Tranche 2 Commitment pursuant
to this Agreement for the account of the Borrower or, to the extent permitted
hereunder, for the account of a Subsidiary, which letter of credit is in a form
reasonably acceptable to the applicable Issuing Lender, and (b) any Existing
Letter of Credit, in each case as such letter of credit may be amended,
modified, extended, renewed or replaced from time to time, in each case in
accordance with this Agreement.

      "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset.
For the purposes of this Agreement, the Borrower or any Subsidiary shall be
deemed to own subject to a Lien any asset which it has acquired or holds subject
to the interest of a vendor or lessor under any conditional sale agreement,
capital lease or other title retention agreement relating to such asset.

      "Loan Documents" means this Agreement, each Application, each Letter of
Credit, the Fee Letter, any security or collateral documents or promissory notes
to be delivered thereunder and any other documents or certificates to be
delivered thereunder or in connection therewith and all amendments thereto and
substitutions and replacements therefor and modifications thereof.

      "Material Adverse Change" means any material and adverse change in the
business, assets, liabilities (actual or contingent), operations, condition
(financial or otherwise) or prospects of the Borrower and its Consolidated
Subsidiaries (taken as a whole) since December 31, 2003 which could reasonably
be expected to materially and adversely affect the ability of the Borrower to
perform its obligations under the Loan Documents at any time up to and including
the Maturity Date.

      "Material Plan" has the meaning set forth in Section 6.01(i).

      "Material Subsidiary" means at any time a Subsidiary which as of such time
meets the definition of a "significant subsidiary" contained as of the date
hereof in Regulation S-X of the Securities and Exchange Commission.

      "Maturity Date" has the meaning set forth in Section 2.13.

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

      "Notice of Conversion/Continuation" means a notice substantially in the
form of Exhibit E attached hereto.

      "Notice of Revolving Borrowing" means a notice substantially in the form
of Exhibit D attached hereto.

      "Obligations" means the collective reference to all obligations and
liabilities of the Borrower to the Credit Parties (including, without
limitation, the reimbursement obligations payable hereunder and all other
obligations and liabilities of the Borrower in respect of any Letter of Credit
and any Revolving Advance and interest thereon as provided for herein, and
interest

                                       11

<PAGE>

accruing at the then applicable rate provided in this Agreement after the
maturity of such obligations and liabilities and interest accruing at the then
applicable rate provided in this Agreement after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to the Borrower whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding), whether direct or
indirect, absolute or contingent, due or to become due, or now existing or
hereafter incurred, which may arise under, out of, or in connection with, this
Agreement, any other Loan Document or any promissory note or any other document
made, delivered or given in connection herewith or therewith, in each case
whether on account of principal, interest, reimbursement obligations, fees,
indemnities, costs, expenses or otherwise (including, without limitation, all
fees and disbursements of counsel to the Administrative Agent, the Issuing
Lenders or the Lenders that are required to be paid by the Borrower pursuant to
the terms of this Agreement or any other Loan Document).

      "Patriot Act" has the meaning set forth in Section 8.20.

      "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

      "Performance Letter of Credit" has the meaning set forth in Section
2.07(b) of this Agreement.

      "Permitted Investments" means, as at any date of determination, (i)
marketable securities (a) issued or directly and unconditionally guaranteed as
to interest and principal by the United States Government or (b) issued by any
agency of the United States the obligations of which are backed by the full
faith and credit of the United States, in each case maturing no more than one
year after such date; (ii) marketable direct obligations issued by any state of
the United States of America or any political subdivision of any such state or
any public instrumentality thereof, in each case maturing no more than one year
after such date and having, at the time of the acquisition thereof, a rating of
at least A-1 from S&P or at least P-1 from Moody's; (iii) commercial paper
maturing no more than one year from the date of creation thereof and having, at
the time of the acquisition thereof, a rating of at least A-1 from S&P or at
least P-1 from Moody's; (iv) certificates of deposit or bankers' acceptances
maturing no more than one year after such date or overnight bank deposits, in
each case issued, accepted by or of any Lender, or any commercial bank organized
under the laws of the United States of America or any state thereof or the
District of Columbia that (a) is at least "adequately capitalized" (as defined
in the regulations of its primary Federal banking regulator) and (b) has Tier 1
capital (as defined in such regulations) of not less than $100,000,000; and (v)
shares of any money market mutual fund that (a) has its assets invested
primarily and continuously in the types of investments referred to in clauses
(i) and (iv) above, and (b) has net assets of not less than $500,000,000.

      "Person" means an individual, a corporation, a partnership, a limited
liability company, an association, a trust or any other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.

      "Plan" means at any time an employee pension benefit plan which is covered
by Title IV of ERISA or subject to the minimum funding standards under Section
412 of the Code and is either (i) maintained by the Borrower or any Subsidiary
for employees of the Borrower or any Subsidiary or (ii) maintained pursuant to a
collective bargaining agreement or any other

                                       12

<PAGE>

arrangement under which more than one employer makes contributions and to which
the Borrower or any Subsidiary is then making or accruing an obligation to make
contributions or has within the preceding five plan years made contributions.

      "Rating" means the non-credit-enhanced, senior unsecured long-term debt
rating of the Borrower established by Moody's.

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

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

      "Required Lenders" means, at any time, Lenders having more than 50% of the
aggregate Commitments of all the Lenders or, if the commitment of each Lender to
make Revolving Advances and the obligation of the Issuing Lenders to issue
Letters of Credit hereunder have been terminated pursuant to Section 6.02,
Lenders holding in the aggregate more than 50% of the aggregate outstanding
amount of all Revolving Advances and all LC Exposure (with the aggregate amount
of each Lender's risk participation in LC Exposure being deemed "held" by such
Lender for purposes of this definition).

      "Revolving Advance" means any Tranche 1 Revolving Advance or any Tranche 2
Revolving Advance, as applicable.

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

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

      "Taxes" has the meaning set forth in Section 2.16(a).

      "Total Commitment Amount" means the sum of the Tranche 1 Maximum Amount
and the Tranche 2 Maximum Amount, which as of the Closing Date is $800,000,000,
as such amount may be adjusted or reduced from time to time pursuant to the
terms and conditions hereof.

      "Tranche 1 Commitment" means at any time, for any Lender, the amount set
forth opposite such Lender's name on Schedule 1.01(a) hereto under the heading
"Tranche 1 Commitment" or in the Assignment and Assumption Agreement pursuant to
which such Lender becomes a party hereto, as such amount may be adjusted or
reduced from time to time pursuant to

                                       13

<PAGE>

the terms and conditions hereof. The aggregate amount of the Tranche 1
Commitments as of the Closing Date is $300,000,000 (as such amount may be
adjusted or reduced from time to time pursuant to the terms and conditions
hereof, the "Tranche 1 Maximum Amount").

      "Tranche 1 Commitment Percentage" means on any day, and as to any Lender,
the quotient of (i) such Lender's Tranche 1 Commitment on such day, divided by
(ii) the Tranche 1 Commitments of all Lenders on such day.

      "Tranche 1 Revolving Advance" has the meaning set forth in Section
2.01(a).

      "Tranche 2 Commitment" means at any time, for any Lender, the amount set
forth opposite such Lender's name on Schedule 1.01(a) hereto under the heading
"Tranche 2 Commitment" or in the Assignment and Assumption Agreement pursuant to
which such Lender becomes a party hereto, as such amount may be adjusted or
reduced from time to time pursuant to the terms and conditions hereof. The
aggregate amount of the Tranche 2 Commitments as of the Closing Date is
$500,000,000 (as such amount may be adjusted or reduced from time to time
pursuant to the terms and conditions hereof, the "Tranche 2 Maximum Amount").

      "Tranche 2 Commitment Percentage" means on any day, and as to any Lender,
the quotient of (i) such Lender's Tranche 2 Commitment on such day, divided by
(ii) the Tranche 2 Commitments of all Lenders on such day.

      "Tranche 2 Revolving Advance" has the meaning set forth in Section
2.01(b).

      "UCC" means the Uniform Commercial Code as in effect from time to time
under the laws of the State of California.

      "Unfunded Vested Liabilities" means, with respect to any Plan at any time,
the amount (if any) by which (i) the present value of all vested nonforfeitable
benefits under such Plan exceeds (ii) the fair market value of all Plan assets
allocable to such benefits, all determined as of the then most recent valuation
date for such plan, but only to the extent that such excess represents a
potential liability of a member of the Controlled Group to the PBGC or the Plan
under Title IV of ERISA.

      "Unused Tranche 1 Commitment" means, with respect to any Lender at any
time, (a) such Lender's Tranche 1 Commitment at such time, minus (b) the
aggregate principal amount of all Tranche 1 Revolving Advances of such Lender
outstanding at such time.

      "Unused Tranche 2 Commitment" means, with respect to any Lender at any
time, (a) such Lender's Tranche 2 Commitment at such time, minus (b) the sum of
(i) the aggregate principal amount of all Tranche 2 Revolving Advances of such
Lender outstanding at such time, plus (ii) such Lender's LC Exposure outstanding
at such time.

      "Utilization" means, on any date, the sum of (i) the aggregate principal
amount of all Revolving Advances outstanding at such time, plus (ii) the total
LC Exposure outstanding at such time.

                                       14

<PAGE>

      "Utilization Percentage" means, on any date, the quotient of (i) the
Utilization on such date, divided by (ii) the aggregate Commitments of all
Lenders on such date.

      SECTION 1.02. Other Definitional Provisions. (a) All terms defined in this
Agreement shall have the meanings given such terms herein when used in the Loan
Documents or any certificate, opinion or other document made or delivered
pursuant hereto or thereto, unless otherwise defined therein.

            (b) As used in the Loan Documents and in any certificate, opinion or
other document made or delivered pursuant hereto or thereto, accounting terms
not defined in Section 1.01, and accounting terms partly defined in Section
1.01, to the extent not defined, shall have the respective meanings given to
them under GAAP.

            (c) The words "hereof", "herein", "hereto" and "hereunder" and
similar words when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
schedule and exhibit references contained herein shall refer to Sections hereof
or schedules or exhibits hereto unless otherwise expressly provided herein.

            (d) The word "or" shall not be exclusive; "may not" is prohibitive
and not permissive.

            (e) Unless the context otherwise requires, words in the singular
number include the plural, and words in the plural include the singular.

            (f) Unless specifically provided in a Loan Document to the contrary,
references to time shall refer to San Francisco time.

                                   ARTICLE II

                    REVOLVING ADVANCES AND LETTERS OF CREDIT

      SECTION 2.01. Revolving Advances. (a) Subject to the terms and conditions
set forth herein, each Lender with a Tranche 1 Commitment severally agrees to
make advances in Dollars (each a "Tranche 1 Revolving Advance") to the Borrower
from time to time on any Business Day from the Closing Date to but excluding the
Commitment Termination Date, in an amount for each such Tranche 1 Revolving
Advance not to exceed such Lender's Unused Tranche 1 Commitment on such Business
Day; provided that at no time shall the aggregate outstanding principal amount
of the Tranche 1 Revolving Advances of all of the Lenders exceed the Tranche 1
Maximum Amount.

            (b) Subject to the terms and conditions set forth herein, each
Lender with a Tranche 2 Commitment severally agrees to make advances in Dollars
(each a "Tranche 2 Revolving Advance") to the Borrower from time to time on any
Business Day from the Closing Date to but excluding the Commitment Termination
Date, in an amount for each such Tranche 2 Revolving Advance not to exceed such
Lender's Unused Tranche 2 Commitment on such Business Day; provided that at no
time shall the aggregate outstanding principal amount of the Tranche 2 Revolving
Advances of all of the Lenders plus the aggregate LC Exposure (or the

                                       15

<PAGE>

Dollar Equivalent thereof (calculated as of the date of the requested Tranche 2
Revolving Advance and any other applicable date of determination)) of all of the
Lenders exceed the Tranche 2 Maximum Amount; provided, further, that at no time
shall the aggregate outstanding principal amount of the Revolving Advances of
all of the Lenders plus the aggregate LC Exposure (or the Dollar Equivalent
thereof (calculated as of the date of the requested Tranche 2 Revolving Advance
and any other applicable date of determination)) of all of the Lenders exceed
the Total Commitment Amount.

            (c) Each Revolving Borrowing shall be in an aggregate amount of
$3,000,000 or an integral multiple of $1,000,000 in excess thereof and shall
consist of Revolving Advances made by the Lenders ratably according to their
respective Commitments. Within the foregoing limits, the Borrower may borrow
under this Section 2.01, prepay pursuant to Section 2.04 and reborrow under this
Section 2.01.

      SECTION 2.02. Making the Revolving Advances.

            (a) Each Revolving Advance. Each Revolving Borrowing shall be made
in Dollars on notice received by the Administrative Agent from the Borrower
(pursuant to a Notice of Revolving Borrowing) not later than 10:00 a.m. (San
Francisco time): (i) on the Business Day prior to the date of such Revolving
Borrowing if such Revolving Borrowing consists of Base Rate Revolving Advances,
and (ii) on the third Business Day prior to the date of such Revolving Borrowing
if such Revolving Borrowing consists of Eurodollar Rate Revolving Advances. Each
such Notice of Revolving Borrowing shall be irrevocable upon receipt by the
Administrative Agent and, in the case of any Revolving Borrowing for Eurodollar
Rate Revolving Advances, the Borrower shall indemnify each Lender against any
loss, cost or expense incurred by such Lender as a result of any failure to
fulfill on or before the date specified by such Notice of Revolving Borrowing
the applicable conditions set forth in this Section 2.02 or Article III,
including, without limitation, any loss (including loss of anticipated profits),
cost or expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by such Lender to fund the Revolving Advance to
be made by such Lender as a part of such Revolving Borrowing when such Revolving
Advance, as a result of such failure, is not made on such date.

            (b) Revolving Advances by Lenders. If the Administrative Agent
receives a Notice of Revolving Borrowing, the Administrative Agent shall
promptly (and in any event not later than 1:00 p.m. (San Francisco time) on the
Business Day prior to the date of such Revolving Borrowing or, if such Revolving
Borrowing consists of Eurodollar Rate Revolving Advances, the third Business Day
prior to the date of such Revolving Borrowing) give each Lender notice of such
Notice of Revolving Borrowing. Each Lender shall, before 11:30 a.m. (San
Francisco time) on the date of such Revolving Borrowing in the case of any
Revolving Borrowing to be made on such date, make available for the account of
its Lending Office to the Administrative Agent such Lender's ratable portion of
such Revolving Borrowing by depositing immediately available funds in Dollars in
the Administrative Agent's Account. Unless the Administrative Agent shall have
received written notice from a Lender prior to the date of any Revolving
Borrowing hereunder that such Lender will not make available to the
Administrative Agent such Lender's ratable portion of such Revolving Borrowing,
the Administrative Agent may assume that such Lender has made such ratable
portion available to the Administrative Agent on the date of such Revolving
Borrowing in accordance with the terms hereof and the Administrative Agent may,
in reliance upon such assumption, but shall not be required to, make available
to or for the account

                                       16

<PAGE>

of the Borrower on such date a corresponding amount. If and to the extent that
such Lender shall not have so made such ratable portion available to the
Administrative Agent and the Administrative Agent makes such ratable portion
available to the Borrower, such Lender and the Borrower, without prejudice to
any rights or remedies that the Borrower may have against such Lender, severally
agree to repay to the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to or for the account of the Borrower until the
date such amount is repaid to the Administrative Agent, at (A) in the case of
the Borrower, the interest rate applicable at the time to the Revolving Advances
comprising such Revolving Borrowing, and (B) in the case of such Lender, the
greater of the Federal Funds Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation. If
such Lender shall pay to the Administrative Agent such amount, such amount so
paid shall constitute such Lender's Revolving Advance as part of the relevant
Revolving Borrowing for purposes of this Agreement and, to the extent that the
Borrower previously paid such amount to the Administrative Agent, the
Administrative Agent will refund to the Borrower such amount so paid, but
without interest.

            (c) Disbursement of Revolving Advances. Upon fulfillment of the
applicable conditions set forth in Article III, the Administrative Agent will
make funds for any Revolving Borrowing available to the Borrower by crediting
such amount to the account designated by the Borrower in the applicable Notice
of Revolving Borrowing, subject to the Administrative Agent's receipt of funds
from the Lenders, and provided that, in the case of a Tranche 2 Revolving
Advance, the Administrative Agent shall first make a portion of such funds equal
to any outstanding LC Disbursement under any Letter of Credit, and any interest
accrued and unpaid thereon to and as of such date, available to the applicable
Issuing Lender for reimbursement of such LC Disbursement and payment of such
interest.

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

      SECTION 2.03. Repayment of Revolving Advances. The Borrower shall repay to
each Lender (in accordance with the provisions of Section 2.14(a)) on the
Commitment Termination Date the aggregate principal amount of all Revolving
Advances owing to such Lender outstanding on the Commitment Termination Date.

      SECTION 2.04. Prepayments of Revolving Advances; Voluntary Termination or
Reduction of Commitments.

            (a) Optional Prepayments. The Borrower may, upon prior notice to the
Administrative Agent (which shall be given not later than 10:00 a.m. (San
Francisco time) on the day of prepayment in the case of prepayment of Revolving
Advances which consist of Base Rate Revolving Advances and three Business Days
in advance in the case of prepayment of Revolving Advances which are Eurodollar
Rate Revolving Advances) stating the proposed date and aggregate principal
amount of the prepayment and, in the case of Revolving Advances, the Interest
Type of Revolving Advances to be prepaid (and if such notice is given the
Borrower

                                       17

<PAGE>

shall), prepay in whole or in part the outstanding principal of Revolving
Advances of such Interest Type, together with, in the case of any prepayment of
Eurodollar Rate Revolving Advances, interest thereon to the date of such
prepayment on the principal amounts prepaid (plus, in the case of prepayment of
Eurodollar Rate Revolving Advances prior to the end of the applicable Interest
Period, any additional amount for which the Borrower shall be obligated pursuant
to Section 8.03(d)); provided, however, that each partial prepayment of
Revolving Advances shall be in an aggregate principal amount of not less than
$3,000,000 or an integral multiple of $1,000,000 in excess thereof.

            (b) Interest Payable on Amounts Prepaid. All prepayments under this
Section 2.04 shall be made together with accrued interest to the date of such
prepayment on the principal amount prepaid.

            (c) Application of Prepayments. Prepayments of the Revolving
Advances made pursuant to this Section 2.04 shall be first applied to prepay LC
Disbursements then outstanding until such LC Disbursements are paid in full, and
second applied to prepay Revolving Advances then outstanding comprising part of
the same Revolving Borrowings until such Revolving Advances are paid in full.
The amount remaining (if any) after the prepayment in full of the Revolving
Advances then outstanding may, provided no Default shall have occurred and be
continuing, be returned to the Borrower.

            (d) Voluntary Termination or Reduction of Tranche 1 Commitments. The
Borrower may, upon notice to the Administrative Agent, irrevocably terminate the
unused Tranche 1 Commitments, or from time to time permanently reduce the unused
Tranche 1 Commitments and reduce, accordingly, the Tranche 1 Maximum Amount and
the Total Commitment Amount; provided that (i) any such notice shall be received
by the Administrative Agent not later than 11:00 a.m. (San Francisco time) five
Business Days prior to the date of termination or reduction, (ii) any such
partial reduction shall be in an aggregate amount of $10,000,000 or any whole
multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate
or reduce the Tranche 1 Commitments if, after giving effect thereto and to any
concurrent prepayments hereunder, the aggregate outstanding principal amount of
the Tranche 1 Revolving Advances of all of the Lenders would exceed the
aggregate Tranche 1 Commitments, and (iv) the Borrower shall simultaneously with
such termination or reduction of Tranche 1 Commitments make a voluntary
prepayment pursuant to Section 2.04(a) such as to comply with the requirement of
clause (iii) of this Section 2.04(d). The Administrative Agent will promptly
notify the Lenders of any such notice of termination or reduction of the Tranche
1 Commitments. Any reduction of the Tranche 1 Commitments shall be applied to
the Tranche 1 Commitment of each Lender according to its Tranche 1 Commitment
Percentage. All fees accrued in respect of the Tranche 1 Commitments until the
effective date of any termination or reduction of the Tranche 1 Commitments
shall be paid on the effective date of such termination or reduction, as
applicable.

            (e) Voluntary Termination or Reduction of Tranche 2 Commitments. The
Borrower may, upon notice to the Administrative Agent and the Issuing Lenders,
irrevocably terminate the unused Tranche 2 Commitments, or from time to time
permanently reduce the unused Tranche 2 Commitments and reduce, accordingly, the
Tranche 2 Maximum Amount and the Total Commitment Amount; provided that (i) any
such notice shall be received by the Administrative Agent and the Issuing
Lenders not later than 11:00 a.m. (San Francisco time) five

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<PAGE>

Business Days prior to the date of termination or reduction, (ii) any such
partial reduction shall be in an aggregate amount of $10,000,000 or any whole
multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate
or reduce the Tranche 2 Commitments if, after giving effect thereto and to any
concurrent prepayments hereunder, the sum of the aggregate LC Exposure (or the
Dollar Equivalent thereof) plus the aggregate outstanding principal amount of
the Tranche 2 Revolving Advances of all of the Lenders would exceed the
aggregate Tranche 2 Commitments, and (iv) the Borrower shall simultaneously with
such termination or reduction of Tranche 2 Commitments make a voluntary
prepayment pursuant to Section 2.04(a) such as to comply with the requirement of
clause (iii) of this Section 2.04(e). The Administrative Agent will promptly
notify the Lenders of any such notice of termination or reduction of the Tranche
2 Commitments. Any reduction of the Tranche 2 Commitments shall be applied to
the Tranche 2 Commitment of each Lender according to its Tranche 2 Commitment
Percentage. All fees accrued in respect of the Tranche 2 Commitments until the
effective date of any termination or reduction of the Tranche 2 Commitments
shall be paid on the effective date of such termination or reduction, as
applicable.

      SECTION 2.05. Interest on Revolving Advances. The Borrower shall pay
interest on the unpaid principal amount of each Revolving Advance from the date
of such Revolving Advance until such principal is paid in full at the applicable
rate set forth below.

            (a) Interest on Base Rate Revolving Advances. Except to the extent
that the Borrower shall elect to pay interest on all or any part of any
Revolving Advance made or to be made to the Borrower under Section 2.01 for any
Interest Period pursuant to paragraphs (b) and (c) of this Section 2.05 and
except as otherwise provided in this Agreement, the Borrower shall pay interest
on the unpaid principal amount of each Revolving Advance, from the date of such
Revolving Advance until such principal amount is paid in full, payable quarterly
in arrears on the last Business Day of each March, June, September and December,
commencing on the first such date to occur after the Closing Date, and on the
date such Revolving Advance shall be paid in full, at a fluctuating interest
rate per annum equal, subject to Section 2.05(d), to the Base Rate in effect
from time to time.

            (b) Interest Periods for Eurodollar Rate Revolving Advances. The
Borrower may, pursuant to Section 2.05(c), elect to have the interest on the
principal amount of all or any portion of any Revolving Advances made or to be
made to the Borrower under Section 2.01, in each case ratably according to the
respective outstanding principal amounts of Revolving Advances owing to each
Lender (each such principal amount owing to a Lender as to which such election
has been made being a "Eurodollar Rate Revolving Advance" owing to such Lender),
determined and payable for a specified period (an "Interest Period" for such
Eurodollar Rate Revolving Advance) in accordance with paragraph (c) below,
provided, however, that the Borrower may not (i) make any such election with
respect to any LC Disbursements, or (ii) have more than ten Eurodollar Rate
Revolving Advances owing to any Lender outstanding at any one time. Each
Interest Period shall be one, two, three, six or (if available to all Lenders)
nine or twelve months, at the Borrower's election pursuant to paragraph (c)
below; provided, however, that:

            (i) the first day of an Interest Period for any Eurodollar Rate
Revolving Advance shall be either the last day of any then current Interest
Period for such Revolving

                                       19

<PAGE>

Advance or, if there shall be no then current Interest Period for such Revolving
Advance, any Business Day;

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

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

            (iv) no Interest Period shall extend beyond the Commitment
Termination Date.

            (c) Interest on Eurodollar Rate Revolving Advances. The Borrower may
from time to time, on the condition that no Default or Event of Default has
occurred and is continuing, and subject to the provisions of Sections 2.05(b)
and 2.05(e), elect to pay interest on all or any portion of any Revolving
Advances during any Interest Period therefor at a rate per annum equal to the
sum of the Eurodollar Rate for such Interest Period for such Revolving Advances
plus the Applicable Rate in effect from time to time, by notice, specifying the
amount of the Revolving Advances as to which such election is made (which amount
shall aggregate at least $3,000,000 or any multiple of $1,000,000 in excess
thereof) and the first day and duration of such Interest Period, received by the
Administrative Agent before 10:00 a.m. (San Francisco time) three Business Days
prior to the first day of such Interest Period. If the Borrower has made such
election for Eurodollar Rate Revolving Advances for any Interest Period, the
Borrower shall pay interest on the unpaid principal amount of such Eurodollar
Rate Revolving Advances during such Interest Period, payable in arrears on the
last day of such Interest Period and, in the case of any Interest Period which
is longer than three months, on each three-month anniversary of the first day of
such Interest Period, in each case at a rate equal, subject to Section 2.05(d),
to the sum of the Eurodollar Rate for such Interest Period for such Eurodollar
Rate Revolving Advances plus the Applicable Rate in effect from time to time
during such Interest Period. On the last day of each Interest Period for any
Eurodollar Rate Revolving Advance, the unpaid principal balance thereof shall
automatically become and bear interest as a Base Rate Revolving Advance, except
to the extent that the Borrower has elected to pay interest on all or any
portion of such amount for a new Interest Period commencing on such day in
accordance with this Section 2.05(c). Each notice by the Borrower under this
Section 2.05(c) shall be irrevocable upon receipt by the Administrative Agent,
and the Borrower shall indemnify each Lender against any loss, cost or expense
incurred by such Lender as a result of any failure to fulfill on or before the
date specified by such notice the applicable conditions set forth in this
Section 2.05(c) or Article III, including, without limitation, any loss
(including loss of anticipated profits), cost or expense incurred by reason of
the liquidation or reemployment of deposits or other funds acquired by such
Lender to fund any such Eurodollar Rate Revolving Advance when such Eurodollar
Rate Revolving Advance, as a result of such failure, is not made or does not
become effective.

                                       20

<PAGE>

            (d) Default Interest. Upon the occurrence and during the continuance
of an Event of Default, interest shall accrue (i) on any Revolving Advance then
outstanding at a rate that is 2% per annum in excess of the interest rate
otherwise payable under this Agreement with respect to such Revolving Advance
(which, for the avoidance of doubt, shall include the Applicable Rate); provided
that, in the case of any Eurodollar Rate Revolving Advance, upon the expiration
of the Interest Period in effect at the time any such increase in interest rate
is effective such Eurodollar Rate Revolving Advance shall thereupon become a
Base Rate Revolving Advance and shall thereafter bear interest at a rate which
is 2% per annum in excess of the interest rate otherwise payable under this
Agreement for Base Rate Revolving Advances, (ii) with respect to letter of
credit fees payable under Section 2.19(b), at a rate which is 2% per annum in
excess of the rate otherwise payable under this Agreement, and (iii) to the
fullest extent permitted by law and except as otherwise provided in Section
2.11, on any overdue principal, interest or other amounts payable hereunder at a
rate that is 2% per annum in excess of the interest rate otherwise payable under
this Agreement with respect to Base Rate Revolving Advances. Such interest shall
be payable upon demand. Payment or acceptance of the increased rates of interest
provided for in this Section 2.05(d) is not a permitted alternative to timely
payment and shall not constitute a waiver of any Event of Default or otherwise
prejudice or limit any rights or remedies of the Administrative Agent, any
Lender or any other Credit Party.

            (e) Suspension of Eurodollar Rate Revolving Advances.

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

            (ii) Other Circumstances. If, with respect to any Eurodollar Rate
Revolving Advances, (A) the Administrative Agent shall determine in good faith
(which determination shall be conclusive) that the Eurodollar Rate cannot be
determined in accordance with the definition thereof, or (B) Lenders owed at
least 50% of the then aggregate unpaid principal amount thereof notify the
Administrative Agent that the Eurodollar Rate for any Interest Period for such
Revolving Advances will not adequately reflect the cost to such Lenders of
making, funding or maintaining their Eurodollar Rate Revolving Advances for such
Interest Period, the Administrative Agent shall forthwith so notify the Borrower
and the Lenders, whereupon (i) each such Eurodollar Rate Revolving Advance will
automatically, on the last day of the then existing Interest Period therefor,
convert into a Base Rate Revolving Advance and (ii) the obligation of the
Lenders to make, or to convert Revolving Advances into, Eurodollar Rate
Revolving Advances shall be suspended until the Administrative Agent shall
notify the Borrower that such Lenders have determined that the circumstances
causing such suspension no longer exist.

                                       21

<PAGE>

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

            (g) Maximum Rate. Notwithstanding the foregoing provisions of this
Section 2.05, in no event shall the rate of interest payable by Borrower to any
Lender with respect to any Obligations exceed the maximum rate of interest
permitted to be charged by such Lender under applicable law.

      SECTION 2.06. Conversion and Continuation of Revolving Advances.

            (a) Optional. So long as no Default or Event of Default shall have
occurred and then be continuing, the Borrower shall have the option: (i) to
convert at any time all or any part of any Revolving Advance equal to $3,000,000
and integral multiples of $1,000,000 in excess of that amount from one Interest
Type comprising the same Revolving Borrowing into Revolving Advances of the
other Interest Type; provided, a Eurodollar Rate Revolving Advance may only be
converted on the expiration of the Interest Period applicable to such Eurodollar
Rate Revolving Advance unless the Borrower shall pay all amounts due under
Section 8.03(d) in connection with any such conversion; or (ii) upon the
expiration of any Interest Period applicable to any Eurodollar Rate Revolving
Advance, to continue all or any portion of such Revolving Advance equal to
$3,000,000 and integral multiples of $1,000,000 in excess of that amount as a
Eurodollar Rate Revolving Advance. The Borrower shall deliver a Notice of
Conversion/Continuation to the Administrative Agent no later than 10:00 a.m.
(San Francisco time) at least one Business Day in advance of the proposed
conversion date (in the case of a conversion to a Base Rate Revolving Advance)
and at least three Business Days in advance of the proposed
conversion/continuation date (in the case of a conversion to, or a continuation
of, a Eurodollar Rate Revolving Advance). Except as otherwise provided herein, a
Notice of Conversion/Continuation for conversion to, or continuation of, any
Eurodollar Rate Revolving Advances shall be irrevocable and binding on the
Borrower and shall be subject to Section 8.03(d). Each conversion of Revolving
Advances comprising part of the same Revolving Borrowing shall be made ratably
among the Lenders in accordance with their applicable Commitments.

            (b) Mandatory. On the date on which the aggregate unpaid principal
amount of Eurodollar Rate Revolving Advances comprising any Revolving Borrowing
shall be reduced, by payment or prepayment or otherwise, to less than
$3,000,000, such Revolving Advances shall automatically convert into Base Rate
Revolving Advances.

      SECTION 2.07. Issuance of Letters of Credit

            (a) Letter of Credit Request. Subject to the terms and conditions
set forth herein, the Borrower may request the issuance of, and the Issuing
Lender, in reliance on the agreements of the Lenders set forth in Section 2.08
hereof, agrees to issue Letters of Credit for the account of the Borrower, for
the account of the Borrower on behalf of, or in support of obligations of, any
of the Borrower's Subsidiaries or, in the case of Performance Letters of Credit,
for the account of the Borrower on behalf of, or in support of obligations of,
any Joint Venture, at any time and

                                       22

<PAGE>

from time to time during the period from the Closing Date through the date that
is seven Business Days prior to the Commitment Termination Date. To request the
issuance of a Letter of Credit, the Borrower shall deliver to the applicable
Issuing Lender and the Administrative Agent (reasonably in advance of the
requested date of issuance, and, in any event, not less than five Business Days
prior to such requested date of issuance) a notice requesting the issuance of
such Letter of Credit and specifying the date of issuance (which shall be a
Business Day), the address of the beneficiary thereof, the amount and currency
of such Letter of Credit, the type of such Letter of Credit (Performance Letter
of Credit, Backing Letter of Credit or Financial Letter of Credit) and such
other information as shall be necessary to prepare such Letter of Credit (and
the Administrative Agent shall promptly provide notice to each Lender of each
issuance of a Letter of Credit hereunder). Notwithstanding anything to the
contrary contained herein, no Issuing Lender shall issue any Letter of Credit
if, after giving effect to such issuance: (i) the aggregate LC Exposure (or the
Dollar Equivalent thereof) plus the aggregate outstanding principal amount of
the Tranche 2 Revolving Advances of all of the Lenders shall exceed the Tranche
2 Maximum Amount or (ii) the aggregate LC Exposure (or the Dollar Equivalent
thereof) plus the aggregate outstanding principal amount of the Revolving
Advances of all of the Lenders shall exceed the Total Commitment Amount; and the
applicable Issuing Lender shall obtain confirmation of the foregoing clauses (i)
and (ii) in writing from the Administrative Agent prior to issuing any Letter of
Credit hereunder. All Existing Letters of Credit shall be deemed to have been
issued pursuant hereto, and from and after the Closing Date shall be subject to
and governed by the terms and conditions hereof. The Borrower's reimbursement
obligations in respect of each Existing Letter of Credit, and each Lender's
participation obligations in connection therewith, shall be governed by the
terms of this Agreement.

            (b) Terms of Letters of Credit. Each Letter of Credit shall expire
on an expiry date (such date being the "Expiration Date") not later than the
seventh Business Day prior to the Commitment Termination Date. In the event that
the applicable Issuing Lender's office is closed on the applicable Expiration
Date, such date shall be extended to the next Business Day on which such office
is open. Letters of Credit may be issued hereunder as follows: (a) to support
the Borrower's, its Subsidiaries' and Joint Ventures' performance under specific
project engineering, procurement and construction contracts (each, a
"Performance Letter of Credit"), (b) to back bank guarantees issued by other
banks to support such performance (each, a "Backing Letter of Credit") so long
as the applicable Issuing Lender, in its sole discretion, determines: (i) that
such issuance is lawful and such Letters of Credit qualify as independent
undertakings for regulatory purposes, and (ii) that such issuance does not
violate any terms or provisions of this Agreement, and (c) financial standby
Letters of Credit (each, a "Financial Letter of Credit"); provided that all
Letters of Credit must qualify as performance-based or financial guarantee-type
letters of credits under applicable rules and regulations. Each Letter of Credit
shall be denominated in Dollars or in a Foreign Currency. The face amount of any
Letter of Credit shall not be less than $100,000 (or the Exchange Equivalent
thereof determined as of the date of issuance) or such lesser amount as is
acceptable to the applicable Issuing Lender. At no time shall the aggregate
outstanding principal amount of the Tranche 2 Revolving Advances of all of the
Lenders plus the aggregate LC Exposure (or the Dollar Equivalent thereof) of all
of the Lenders exceed the Tranche 2 Maximum Amount. The applicable Issuing
Lender shall not be under any obligation to issue any Letter of Credit if (i)
the issuance of such Letter of Credit would violate one or more policies of the
applicable Issuing Lender or (ii) any order, judgment or decree of any
Governmental Authority or arbitrator shall by its terms purport to enjoin or
restrain the applicable Issuing Lender from issuing such Letter of Credit, or
any law applicable to such Issuing Lender or any request or

                                       23

<PAGE>

directive from any Governmental Authority with jurisdiction over such Issuing
Lender shall prohibit, or request that such Issuing Lender refrain from, the
issuance of letters of credit generally or such Letter of Credit in particular.
In the event of any inconsistency between the terms and conditions of any
Application delivered by the Borrower pursuant to Section 3.02 and the terms and
conditions of this Agreement, the terms and conditions of this Agreement shall
control. The applicable Issuing Lender will promptly deliver to the
Administrative Agent a true and complete copy of each Letter of Credit issued by
it hereunder and each amendment thereto.

            (c) Letters of Credit Issued on behalf of Subsidiaries and Joint
Ventures. Notwithstanding that a Letter of Credit issued or outstanding
hereunder is in support of any obligations of, or is for the account of the
Borrower on behalf of a Subsidiary or a Joint Venture, the Borrower shall be
unconditionally obligated to reimburse the applicable Issuing Lender hereunder
for any and all drawings under such Letter of Credit. The Borrower will, at its
expense, promptly execute, acknowledge and deliver such further documents and do
such other acts and things as the Administrative Agent or the applicable Issuing
Lender may reasonably request in order to effect fully the purposes of this
Section 2.07(c).

      SECTION 2.08. Participations in Letters of Credit.

      On the Closing Date with respect to each Existing Letter of Credit and
upon the issuance of any other Letter of Credit (or upon a Person becoming a
Lender hereunder), in each case without any further action on the part of the
Issuing Lenders or the Lenders, the applicable Issuing Lender hereby grants to
each Lender, and each Lender hereby acquires from the applicable Issuing Lender,
a participation in such Letter of Credit equal to such Lender's Tranche 2
Commitment Percentage of the aggregate amount available to be drawn under such
Letter of Credit. In consideration and in furtherance of the foregoing, each
such Lender hereby absolutely and unconditionally agrees to pay to the
Administrative Agent, for the account of the applicable Issuing Lender, such
Lender's Tranche 2 Commitment Percentage of each LC Disbursement made by the
applicable Issuing Lender and not reimbursed for any reason by the Borrower on
the date due as provided in Section 2.09 hereof, or of any reimbursement payment
required to be refunded to the Borrower for any reason. Each Lender acknowledges
and agrees that its obligation to acquire participations and make payments
pursuant to this paragraph in respect of each Letter of Credit is absolute and
unconditional and shall not be affected by any circumstance whatsoever (other
than the issuance of any Letter of Credit in excess of the amounts described in
Section 2.07(a) as of the date of issuance and other than amendments to any
Letter of Credit in violation of Section 8.05 to provide for an Expiration Date
subsequent to the Commitment Termination Date), including the occurrence and
continuance of a Default or such participation or payment exceeding such
Lender's Tranche 2 Commitments or the total Tranche 2 Commitments by reason of
currency fluctuations, and that each such payment shall be made without any
offset, abatement, withholding or reduction whatsoever.

      SECTION 2.09. Reimbursement in Respect of Letters of Credit.

            (a) Reimbursement Obligations. If any Issuing Lender shall make any
LC Disbursement, such Issuing Lender shall notify the Borrower of such LC
Disbursement, and the Borrower shall reimburse such Issuing Lender in an amount
equal to such LC Disbursement by paying such Issuing Lender in Dollars an amount
equal to such LC Disbursement (or the Dollar Equivalent thereof, as applicable):
(i) not later than 12:00 noon (San Francisco time) on the date

                                       24

<PAGE>

that such LC Disbursement is made by such Issuing Lender or (ii), if the
Borrower shall have received notice of such LC Disbursement later than 12:00
noon (San Francisco time) on any Business Day or on a day that is not a Business
Day, not later than 12:00 noon (San Francisco time) on the immediately following
Business Day. If the Borrower fails to make such payment under this paragraph at
the time specified in the preceding sentence, the applicable Issuing Lender
shall notify each Lender and the Administrative Agent of the applicable LC
Disbursement, the payment in Dollars then due from the Borrower in respect
thereof and such Lender's Tranche 2 Commitment Percentage thereof. The amounts
set forth in such notice shall be conclusive absent manifest error. Upon the
receipt of such notice, (x) the Borrower shall be deemed to have submitted, as
of the date that such LC Disbursement is made, a Notice of Revolving Borrowing
(and shall be deemed to have made certifications, representations and warranties
set forth therein) for a Tranche 2 Revolving Advance consisting of a Base Rate
Revolving Advance in the amount of such LC Disbursement (or the Dollar
Equivalent thereof, as applicable), (y) if all terms and conditions set forth
herein for making a Tranche 2 Revolving Advance (other than the receipt of a
Notice of Revolving Borrowing) shall have been satisfied, such Revolving Advance
shall be made as provided in Sections 2.01 and 2.02 except that the amount of
such Revolving Advance shall be disbursed to the applicable Issuing Lender and
(z) such Revolving Advance shall be subject to and governed by the terms and
conditions hereof. In the event a Revolving Advance is not made as provided in
the immediately preceding sentence for any reason (including as a result of any
failure to fulfill the applicable conditions set forth in Section 2.02 or
Article III) or any Revolving Advance made pursuant to the immediately preceding
sentence is insufficient to reimburse the applicable Issuing Lender for such LC
Disbursement in full, each Lender shall forthwith pay to the applicable Issuing
Lender in Dollars its Tranche 2 Commitment Percentage of the unreimbursed LC
Disbursement. If any amount required to be paid by any Lender in respect of an
unreimbursed LC Disbursement pursuant to this Section 2.09 is not made available
to the applicable Issuing Lender by such Lender on the date such payment is due
(the "due date"), the applicable Issuing Lender shall be entitled to recover
from such Lender, on demand, such amount with interest thereon calculated from
the due date at the greater of the Federal Funds Rate and a rate determined by
the Administrative Agent in accordance with banking industry rules on interbank
compensation. Promptly following receipt by the applicable Issuing Lender of any
payment from the Borrower pursuant to this Section 2.09, to the extent that
Lenders have made payments pursuant to this Section 2.09 to reimburse such
Issuing Lender, then such Issuing Lender shall distribute such payment received
from the Borrower to such Lenders as their interests may appear. Any payment
made by a Lender pursuant to this paragraph to reimburse any Issuing Lender for
any LC Disbursement shall not constitute a loan and shall not relieve the
Borrower of its obligation to reimburse such LC Disbursement. Each Lender
acknowledges and agrees that its obligations under this Section 2.09 shall
survive the payment by the Borrower of all LC Disbursements and any termination
of this Agreement. Without limiting the foregoing, in the event that any
reimbursement of an LC Disbursement by the Borrower to any Issuing Lender is
required to be repaid to the Borrower (pursuant to a proceeding in bankruptcy or
otherwise), then the applicable Issuing Lender shall continue to be entitled to
recover from each Lender, on demand, the portion of such repaid amount as shall
be determined in accordance with this Section 2.09.

            (b) Obligations Absolute. Subject to the provisions of this
Agreement, the Borrower's obligation to reimburse LC Disbursements as provided
in Section 2.09(a) shall be absolute, unconditional and irrevocable and shall be
performed strictly in accordance with the terms of this Agreement under any and
all circumstances whatsoever and irrespective of (i) any

                                       25

<PAGE>

lack of validity or enforceability of any Letter of Credit or this Agreement, or
any term or provision therein or herein, (ii) any draft or other document
presented under any Letter of Credit proving to be forged, fraudulent or invalid
in any respect or any statement therein being untrue or inaccurate in any
respect, (iii) payment by any Issuing Lender under any Letter of Credit against
presentation of a draft or other document that does not comply with the terms of
such Letter of Credit, (iv) the existence of any claim, setoff, defense or other
right that the Borrower or any Subsidiary or Affiliate thereof may at any time
have against any beneficiary of any Letter of Credit, any Credit Party or any
other Person, whether under this Agreement or any other related or unrelated
agreement or transaction, or (v) any other event or circumstance whatsoever,
whether or not similar to any of the foregoing, that might, but for the
provisions of this Section 2.09, constitute a legal or equitable discharge of,
or provide a right of setoff against, the Borrower's obligations hereunder. The
Lenders, the Issuing Lenders and the Administrative Agent shall not have any
liability or responsibility by reason of or in connection with the issuance or
transfer of any Letter of Credit or any payment or failure to make any payment
thereunder (irrespective of any of the circumstances referred to in the
preceding sentence), or any error, omission, interruption, loss or delay in
transmission or delivery of any draft, notice or other communication under or
relating to any Letter of Credit (including any document required to make a
drawing thereunder), any error in interpretation of technical terms or any
consequence arising from causes beyond the control of any Issuing Lender. The
parties hereto expressly agree that, in the absence of gross negligence or
willful misconduct on the part of the applicable Issuing Lender (as finally
determined by a court of competent jurisdiction), the Issuing Lender shall be
deemed to have exercised care in each determination relating to the foregoing.
In furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented which appear on their
face to be in substantial compliance with the terms of any Letter of Credit, the
applicable Issuing Lender may, in its sole discretion, either accept and make
payment upon such documents without responsibility for further investigation,
regardless of any notice or information to the contrary, or refuse to accept and
make payment upon such documents if such documents are not in strict compliance
with the terms of such Letter of Credit.

      SECTION 2.10. Disbursement Procedures for Letters of Credit; Reporting.

            (a) Disbursement Procedures for Letters of Credit. The applicable
Issuing Lender shall, promptly following its receipt thereof, examine all
documents purporting to represent a demand for payment under a Letter of Credit.
The applicable Issuing Lender shall promptly notify the Administrative Agent and
the Borrower by telephone (confirmed by telecopy) of such demand for payment and
whether such Issuing Lender has made or will make an LC Disbursement thereunder;
provided that any failure to give or delay in giving such notice shall not
relieve the Borrower of its obligation to reimburse such Issuing Lender or the
obligations of the Lenders with respect to any such LC Disbursement.

            (b) Reporting. Each Issuing Lender shall, no later than the tenth
Business Day following the last day of each month, provide to the Administrative
Agent (and the Administrative Agent shall forward to the Lenders) schedules, in
form and substance reasonably satisfactory to the Administrative Agent, showing
the date of issue, account party, applicable currency, amount in such currency
and Expiration Date for each Letter of Credit issued by such Issuing Lender
hereunder and outstanding at any time during such month.

                                       26

<PAGE>

      SECTION 2.11. Interest on LC Disbursements and Reimbursement of Other
Amounts.

      In the event the Borrower fails to reimburse any applicable Issuing Lender
in full for any LC Disbursement by the time prescribed in Section 2.09(a) and a
Revolving Advance is not made as provided in Section 2.09(a) or any Revolving
Advance made pursuant to Section 2.09(a) is insufficient to reimburse the
applicable Issuing Lender for such LC Disbursement in full, (i) the unpaid or
unreimbursed amount thereof shall bear interest, for each day from and including
the date such LC Disbursement is made to but excluding the date that the
Borrower reimburses such LC Disbursement, at a rate per annum equal to the Base
Rate plus 2.0%, and (ii) the Borrower shall also reimburse the applicable
Issuing Lender upon demand for any losses incurred by such Issuing Lender in
connection with changes in the foreign exchange rates as a result of the
Borrower's failure to reimburse such LC Disbursement by the time prescribed in
Section 2.09(a). Interest accrued pursuant to this Section 2.11 shall be for the
account of the applicable Issuing Lender, except that interest accrued on and
after the date of payment by any Lender pursuant to Section 2.09(a) to reimburse
the applicable Issuing Lender shall be for the account of such Lender to the
extent of such payment.

      SECTION 2.12. Cash Collateralization.

            (a) Deposit of Collateral Upon an Event of Default. If any Event of
Default shall occur and be continuing, then on the Business Day that the
Borrower receives notice from the Administrative Agent or the Required Lenders
demanding the deposit of cash collateral pursuant to this paragraph, the
Borrower shall deposit in an account with the Administrative Agent, in the name
of the Administrative Agent and for the benefit of the Lenders, an amount in
cash in Dollars equal to the Dollar Equivalent of the aggregate LC Exposure as
of such date plus any accrued and unpaid fees thereon; provided that (i) the
obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or
other notice of any kind, upon the occurrence of any Event of Default described
in paragraph (g) or (h) of Section 6.01 and (ii) the Borrower shall be
obligated, from time to time and upon demand by the Administrative Agent, to
deposit additional amounts into said account in cash in Dollars as necessary to
maintain an amount on deposit equal to the Dollar Equivalent of the total
aggregate LC Exposure plus any accrued and unpaid fees thereon (as determined at
any time).

            (b) Deposit of Collateral for Foreign Exchange Differential. In
addition to the foregoing, if on any Computation Date (as defined below): (i)
the Dollar Equivalent of aggregate LC Exposure exceeds the Tranche 2 Maximum
Amount; or (ii) the outstanding principal amount of Tranche 2 Revolving Advances
plus the Dollar Equivalent of aggregate LC Exposure exceeds the Tranche 2
Maximum Amount (any such excess amount, the "Excess") by, in any case,
$10,000,000 or more, the Administrative Agent shall provide notice thereof to
the Borrower and demand the deposit of cash collateral pursuant to this
paragraph. On the Business Day on which the Borrower receives such notice, the
Borrower shall deposit in an account with the Administrative Agent, in the name
of the Administrative Agent and for the benefit of the Lenders, an amount in
cash in Dollars equal to the full amount of such Excess; provided that the
Borrower shall be obligated, from time to time and upon demand by the
Administrative Agent, to deposit additional amounts into said account in cash in
Dollars as necessary to maintain an amount on deposit equal to the Excess (as
determined at any time). The Administrative Agent shall produce

                                       27

<PAGE>

copies of any calculations or reports relating to the foregoing upon written
request from the Borrower or any Lender. The Administrative Agent may, and at
the instruction of the Required Lenders shall, undertake such calculations at
any time; provided that in any event the Administrative Agent shall undertake
such calculations at least once per calendar quarter, and the Administrative
Agent shall not be required to undertake such calculations more frequently than
once per calendar month without its consent. Each day upon or as of which the
Administrative Agent undertakes the calculations described above in this Section
2.12(b) is referred to herein as a "Computation Date".

            (c) Cash Collateral Accounts. Each deposit under Section 2.12(a) and
2.12(b) shall be held by the Administrative Agent (subject to Section 7.09) as
collateral for the payment and performance of the obligations of the Borrower
under this Agreement. The Administrative Agent shall have exclusive dominion and
control, including the exclusive right of withdrawal, over such account. If
required by the Administrative Agent, the Borrower shall enter into any pledge
or security agreement and Uniform Commercial Code financing statement with
respect to such cash collateral in favor of the Administrative Agent as the
Administrative Agent shall require. Such deposits shall be invested in Permitted
Investments selected by the Administrative Agent in its sole discretion. All
losses and expenses incurred as a result of such activities shall be for the
account of the Borrower. Interest or profits, if any, on such investments shall
accumulate in such accounts. Moneys in such accounts may be applied by the
Administrative Agent (at its sole discretion) (i) to reimburse each Issuing
Lender for LC Disbursements for which it has not been reimbursed; and (ii) to
the extent not so applied, may be held for the satisfaction of the reimbursement
obligations of the Borrower for the LC Exposure at such time or other any
Obligations or to cover any losses in respect of any Excess. If the Borrower is
required to provide an amount of cash collateral hereunder as a result of the
occurrence of an Event of Default, and all Defaults are subsequently cured or
waived and no Excess is then in existence, such amount (to the extent not
applied as aforesaid) shall be returned to the Borrower within three Business
Days after request therefor by the Borrower. If the Borrower is required to
provide an amount of cash collateral hereunder as a result of any Excess, and
the Administrative Agent shall subsequently determine that the amount of such
Excess is equal to or less than the amount on deposit in respect of the
existence of such Excess, provided there is no Default then in existence, such
excess amount of cash, if greater than $1,000,000 (to the extent not applied as
aforesaid), may be returned to the Borrower within three Business Days after
request therefor by the Borrower.

            (d) Custody of Cash Collateral. Beyond the exercise of reasonable
care in the custody thereof, the Administrative Agent shall have no duty as to
any cash collateral in its possession or control or in the possession or control
of any agent or bailee or any income thereon or as to the preservation of rights
against prior parties or any other rights pertaining thereto. The Administrative
Agent shall be deemed to have exercised reasonable care in the custody and
preservation of the cash collateral in its possession if the cash collateral is
accorded treatment substantially equal to that which it accords its own property
and shall not be liable or responsible for any loss or damage to any of the cash
collateral or for any diminution in the value thereof by reason of the act or
omission of any agent or bailee selected by the Administrative Agent in good
faith. All expenses and liabilities incurred by the Administrative Agent in
connection with taking, holding and disposing of any cash collateral (including
customary custody and similar fees with respect to any cash collateral held
directly by the Administrative Agent), shall be paid by the Borrower from time
to time upon demand.

                                       28

<PAGE>

      SECTION 2.13. Maturity Date.

      Anything in this Agreement to the contrary notwithstanding, each of the
Borrower and each Lender shall continue to be bound by all of its obligations
hereunder, including without limitation, its obligations under Sections 2.03,
2.08 and 2.09, until such time as all outstanding Revolving Advances have been
paid in full, each Letter of Credit has expired and no further Obligation, LC
Exposure or Commitment exists (the "Maturity Date").

      SECTION 2.14. General Provisions as to Payments.

            (a) Manner and Time of Payment. The Borrower shall make each payment
hereunder (including, without limitation, in respect of the LC Disbursements),
and interest thereon, and all fees due in respect of the transactions
contemplated by this Agreement in Dollars in Federal or other funds immediately
available in San Francisco, to the Administrative Agent at its address referred
to in Section 8.01(a). Whenever any such payment shall be due on a day which is
not a Business Day, the date for payment thereof shall be extended to the next
succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest or additional compensation.
If the date for any payment of principal is extended by operation of law or
otherwise, interest thereon shall be payable for such extended time. Any payment
made by the Borrower after 12:00 noon (San Francisco time) on any day shall be
deemed to have been made on the next Business Day for the purpose of calculating
interest on amounts outstanding in respect of any Obligations. All payments
required to be made by the Borrower hereunder shall be made in Dollars and shall
be made without setoff or counterclaim.

            (b) Application of Payments to Principal and Interest. All payments
in respect of the principal amount of any Obligations hereunder shall include
payment of accrued interest on the principal amount being repaid or prepaid, and
all such payments (and, in any event, any payments in respect of any Obligations
on a date when interest is due and payable with respect to such Obligations)
shall be applied to the payment of interest before application to principal.

            (c) Apportionment of Payments. The Administrative Agent will
promptly distribute to each Lender its ratable share of each payment received by
the Administrative Agent which is for the account of the Lenders.

            (d) Payments after Event of Default. (i) All payments received from
the Borrower by the Administrative Agent which are not reasonably identifiable
by the Administrative Agent shall be applied by the Administrative Agent against
the Obligations, and (ii) upon the occurrence and during the continuation of an
Event of Default, all payments received in respect of the Loan Documents shall
be applied by the Administrative Agent against the Obligations, in each case in
the following order of priority: (A) to the payment of all amounts for which the
Administrative Agent is entitled to compensation, reimbursement and
indemnification under any Loan Document and all advances made by the
Administrative Agent thereunder for the account of the Borrower, and to the
payment of all reasonable costs and expenses paid or incurred by the
Administrative Agent in connection with the Loan Documents, all in accordance
with Sections 7.06 and 8.03 and the other terms of this Agreement and the Loan
Documents; (B) thereafter, to the extent of any excess such proceeds, to the
payment of all other Obligations for the ratable benefit of the holders thereof
(subject to the provisions of Section 2.14(b) hereof); and

                                       29

<PAGE>

(C) thereafter, to the extent of any excess such proceeds, to the payment to or
upon the order of the Borrower or to whomsoever may be lawfully entitled to
receive the same or as a court of competent jurisdiction may direct.

      SECTION 2.15. Computation of Interest and Fees.

      Interest on all amounts owed hereunder shall be computed on the basis of a
year of 360 days, except that interest computed by reference to the Base Rate
(calculated at other than the Federal Funds Rate) shall be computed on the basis
of a year of 365 days or, if appropriate, 366 days, and in each case all
interest hereunder shall be payable for the actual number of days elapsed
(including the first day but excluding the last day). All fees due and payable
hereunder shall, unless expressly otherwise provided for, be computed on the
basis of a year of 360 days for the actual number of days elapsed.

      SECTION 2.16. Taxes; Net Payments.

            (a) Net Payments. Any and all payments by the Borrower under this
Agreement shall be made free and clear of and without deduction for any and all
current or future taxes, levies, imposts, deductions, charges or withholdings
and all liabilities with respect thereto excluding (i) income taxes imposed on
the net income of any Lender; and (ii) franchise taxes imposed on the net income
of any Lender, in each case by the jurisdiction under the laws of which such
Lender is organized, domiciled, resident or doing business or any political
subdivision thereof (all such non-excluded taxes, levies, imposts, deductions,
charges, withholdings and liabilities, collectively or individually, "Taxes").
If the Borrower shall be required to deduct any Taxes from or in respect of any
sum payable hereunder to a Lender (i) the sum payable shall be increased by the
amount (an "additional amount") necessary so that after making all required
deductions such Lender shall receive an amount equal to the sum it would have
received had no such deductions been made, (ii) the Borrower shall make such
deductions and (iii) the Borrower shall pay the full amount deducted to the
relevant governmental authority in accordance with applicable law. Within 30
days after the date of any payment of Taxes pursuant to this paragraph (a), the
Borrower shall furnish to the Administrative Agent a receipt issued by the
relevant Governmental Authority or other evidence satisfactory to the
Administrative Agent of payment thereof. The Borrower will indemnify each Lender
(subject to such Lender having complied with paragraph (b) below) and hold each
Lender harmless for the full amount of all Taxes paid or payable by such Lender
with respect to this Agreement and any and all amounts received by such Lender
hereunder, and any liability (including penalties, interest and expenses
(including reasonable attorneys fees and expenses)) arising therefrom or with
respect thereto whether or not such Taxes were correctly or legally asserted by
the relevant Governmental Authority. A certificate as to the amount of such
payment or liability prepared by such Lender, absent manifest error, shall be
final, conclusive and binding for all purposes. The obligations of the Borrower
under this Section 2.16 shall survive the termination of this Agreement and the
Commitments and the payment of all amounts payable under the Loan Documents.

            (b) Evidence of Exemption from Withholding. Each Lender which is a
foreign corporation within the meaning of Section 1442 of the Code, including
the Administrative Agent acting as an intermediary or agent for such a Lender,
shall deliver to the Borrower such certificates, documents or other evidence as
the Borrower may reasonably require from time to

                                       30

<PAGE>

time as are necessary to establish that such Lender is not subject to
withholding under Section 1441 or 1442 of the Code or as may be necessary to
establish, under any law hereafter imposing upon the Borrower, an obligation to
withhold any portion of the payments made by the Borrower under the Loan
Documents, that payments to the Administrative Agent for the account of such
Lender are not subject to withholding, in any event to include: (i) two original
copies of Internal Revenue Service Form W-8BEN, W-8ECI or W-8IMY, as appropriate
(or any successor forms), properly completed and duly executed by such Lender,
and such other documentation required under the Code and reasonably requested by
the Borrower, to establish that such Lender is not subject to deduction or
withholding of United States federal income tax with respect to any payments to
such Lender of principal, interest, fees or other amounts payable under any of
the Loan Documents, or (ii) if such Lender is not a "bank" or other Person
described in Section 881(c)(3) of the Code and cannot deliver either Internal
Revenue Service Form W-8BEN (to the extent such form would document a claim or
exemption from withholding pursuant to an applicable income tax treaty) or
W-8ECI or W-8IMY pursuant to clause (i) above, a Certificate re Non-Bank Status
together with two original copies of Internal Revenue Service Form W-8BEN (or
any successor form) (to the extent such forms document the status of the Lender
as other than a United States Person), properly completed and duly executed by
such Lender, and such other documentation required under the Internal Revenue
Code and reasonably requested by the Borrower to establish that such Lender is
not subject to deduction or withholding of United States federal income tax with
respect to any payments to such Lender of principal, interest, fees or other
amounts payable under any of the Loan Documents. If the form provided by a
Lender at the time such Lender first becomes a party to this Agreement indicates
a United States interest withholding tax rate in excess of zero, interest
withholding tax at such rate shall be considered excluded from "Taxes" as
defined in Section 2.16(a).

      SECTION 2.17. Increased Costs.

            (a) Change in Law, Etc. In the event that any law, regulation,
treaty or directive hereafter enacted, promulgated, approved or issued or any
change in any currently existing law, regulation, treaty or directive therein or
in the interpretation or application thereof by any Governmental Authority
charged with the administration thereof or compliance by any Credit Party (or
any Person directly or indirectly owning or controlling such Credit Party) with
any request or directive, whether or not having the force of law, from any
central bank or other Governmental Authority, agency or instrumentality:

            (i) does or shall subject any Credit Party to any Taxes of any kind
whatsoever with respect to any Revolving Advances or its obligations under this
Agreement to make, fund or maintain any Revolving Advances or any Letter of
Credit or participation therein, or its obligations under this Agreement to
issue a Letter of Credit or participate therein, or change the basis of taxation
of payments to any Credit Party of principal, interest or any other amount
payable hereunder in respect of any Letter of Credit or participations therein,
including any Taxes required to be withheld from any amounts payable under the
Loan Documents (except for imposition of, or change in the rate of, tax on the
overall net income of such Credit Party or its Lending Office by the
jurisdiction in which such Credit Party is incorporated or has its principal
office or such Lending Office, including, in the case of Credit Parties
incorporated in any State of the United States such tax imposed by the United
States); or

                                       31

<PAGE>

            (ii) does or shall impose, modify or make applicable any reserve,
special deposit, compulsory loan, assessment, increased cost or similar
requirement against assets held by, or deposits of, or advances or loans by, or
other credit extended by, or any other acquisition of funds by, any office of
such Credit Party in respect of any Eurodollar Rate Revolving Advance or any
Letter of Credit or participations therein (except any such reserve requirement
reflected in the definition of Eurodollar Rate);

and the result of any of the foregoing is to increase the cost to such Credit
Party of agreeing to make or of making, funding or maintaining Revolving
Advances or of making, issuing, renewing or maintaining any Letter of Credit or
participation therein, or its commitment to lend or to issue any such Letter of
Credit or participate therein, or to reduce any amount receivable hereunder in
respect of any Revolving Advance or any Letter of Credit or participation
therein, then, in any such case, the Borrower shall pay such Credit Party, upon
its demand, any additional amounts necessary to compensate such Credit Party for
such additional cost or reduction in such amount receivable which such Credit
Party deems to be material as determined by such Credit Party. A statement
setting forth the calculations of any additional amounts payable pursuant to the
foregoing sentence submitted by a Credit Party to the Borrower shall be
conclusive absent manifest error. The obligations of the Borrower under this
Section 2.17 shall survive the termination of this Agreement and the Commitments
and payment of the Obligations and all other amounts payable under the Loan
Documents. Failure to demand compensation pursuant to this Section 2.17 shall
not constitute a waiver of such Credit Party's right to demand such
compensation. To the extent that any increased costs of the type referred to in
this Section 2.17 are being incurred by a Credit Party and such costs can be
eliminated or reduced by the transfer of such Credit Party's participation or
Commitment to another of its branches, and to the extent that such transfer is
not inconsistent with such Credit Party's internal policies of general
application and only if, as determined by such Credit Party in its sole
discretion, the transfer of such participation or Commitment, as the case may
be, would not otherwise materially adversely affect such participation or such
Credit Party, the Borrower may request, and such Lender shall use reasonable
efforts to effect, such transfer.

            (b) Capital Adequacy. If after the date hereof, any Lender shall
have determined that the adoption 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 any Lender (or its Lending Office) with any request or
directive regarding capital adequacy (whether or not having the force of law) of
any such Governmental Authority, central bank or comparable agency, has or would
have the effect of reducing the rate of return on such Lender's capital as a
consequence of its obligations hereunder to a level below that which such Lender
could have achieved but for such adoption, change or compliance (taking into
consideration such Lender's policies with respect to capital adequacy) by an
amount deemed by such Lender to be material, then from time to time, within 10
days after demand by such Lender (with a copy to the Administrative Agent), the
Borrower shall pay to such Lender such additional amount or amounts as will
compensate such Lender for such reduction.

            (c) Notification. Each Lender will promptly notify the Borrower and
the Administrative Agent of any event of which it has knowledge, occurring after
the date hereof, which will entitle such Lender to compensation pursuant to this
Section 2.17. A certificate of any

                                       32

<PAGE>

Lender claiming compensation under this Section 2.17 and setting forth the
additional amount or amounts to be paid to it hereunder shall be conclusive in
the absence of manifest error.

      SECTION 2.18. Illegality.

      Notwithstanding anything herein to the contrary, no Issuing Lender shall
at any time be obligated to issue a Letter of Credit or agree to any extension
thereof if such issuance or extension would conflict with, or cause any Issuing
Lender to exceed any limits imposed by, any law or requirements of any
applicable Governmental Authority.

      SECTION 2.19. Fees.

            (a) The Borrower agrees to pay to the Administrative Agent for the
account of each Lender commitment fees during the period from and including the
Closing Date to but excluding the date on which such Lender's Commitments
terminate, which shall accrue at a rate per annum equal to the product of the
Applicable Commitment Fee Rate then in effect times the average daily amount by
which (i) the aggregate Commitments of all Lenders in effect from time to time
exceeds (ii) the Utilization from time to time. All accrued commitment fees
shall be payable in arrears on the last Business Day of March, June, September
and December of each year, commencing on the first such date to occur after the
Closing Date, and on the date on which all Commitments terminate.
Notwithstanding the foregoing or anything else contained in this Agreement to
the contrary, for purposes of calculating the LC Exposure in connection with
determining the applicable commitment fee, the parties hereto acknowledge and
agree that to the extent any Escalating LC is then issued and outstanding, the
applicable commitment fee shall accrue at 150% of the commitment fee which would
be applicable solely by reference to the Applicable Commitment Fee Rate
multiplied by the difference between (x) the amount then available to be drawn
under such Escalating LC and (y) the maximum amount (after giving effect to all
possible increases) available to be drawn thereunder.

            (b) The Borrower agrees to pay to the Administrative Agent for the
account of each Lender a letter of credit fee, calculated daily with respect to
such Lender's participations in Letters of Credit issued hereunder, equal to the
product of (i) with respect to the Performance Letters of Credit, (A) the
Applicable Performance LC Rate then in effect times (B) the actual daily maximum
face or stated amount of each Performance Letter of Credit outstanding (in the
case of any Escalating LC, such amount shall equal the amount then available to
be drawn under such Escalating LC) during the period from and including the
Closing Date to but excluding the later of the date on which such Lender's
Commitments terminate and the date on which such Lender ceases to have any LC
Exposure times (C) 1/360; and (ii) with respect to all other Letters of Credit,
(A) the Applicable Rate then in effect times (B) the actual daily maximum face
or stated amount of each such other Letter of Credit outstanding (in the case of
any Escalating LC, such amount shall equal the amount then available to be drawn
under such Escalating LC) during the period from and including the Closing Date
to but excluding the later of the date on which such Lender's Commitments
terminate and the date on which such Lender ceases to have any LC Exposure times
(C) 1/360. Letter of credit fees payable pursuant to this paragraph (b) shall be
payable in arrears on the last Business Day of March, June, September and
December of each year, commencing on the first such date to occur after the
Closing Date; provided that all such fees shall be payable on the date on which
all Commitments terminate and any such fees accruing after the date on which all
Commitments terminate shall be payable on demand. The sum of

                                       33

<PAGE>

each daily calculation, if in a currency other than Dollars, shall be converted
to the Dollar Equivalent thereof on the date the applicable payment is due.

            (c) The Borrower agrees to pay directly to each Issuing Lender, for
its own account, the following fees: (i) a fronting fee at the rate per annum
specified in the Fee Letter (in the case of BNPP) or separately agreed upon
between the Borrower and such Issuing Lender (in the case of any Issuing Lender
other than BNPP) for the period in question times the maximum face or stated
amount of each Letter of Credit (determined in accordance with Section 1.02(f))
outstanding during the period from and including the Closing Date to but
excluding the later of the date on which all Commitments terminate and the date
on which no Lender has any LC Exposure, and (ii) such Issuing Lender's standard
fees with respect to the issuance, amendment, renewal or extension of any Letter
of Credit or processing of drawings thereunder in the amounts and at the times
separately agreed upon. Fees payable to any Issuing Lender pursuant to clause
(i) of the preceding sentence shall be payable in arrears on the last Business
Day of March, June, September and December of each year, commencing on the first
such date to occur after the Closing Date; provided that all such fees shall be
payable on the date on which all Commitments terminate and any such fees
accruing after the date on which all Commitments terminate shall be payable on
demand.

            (d) In addition to any of the foregoing fees, the Borrower agrees to
pay to the Administrative Agent such other fees in the amounts and at the times
separately agreed upon.

            (e) All fees payable hereunder shall be paid on the dates due, in
Dollars and in immediately available funds, to the Administrative Agent (or to
the applicable Issuing Lender, in the case of fees payable to it) for
distribution, in the case of commitment fees, and letter of credit fees, to the
Lenders. Fees paid shall not be refundable under any circumstances. Any fee not
due on a specific date shall be due on demand.

      SECTION 2.20. Evidence of Debt.

            (a) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness of the Borrower to such
Lender resulting from each Revolving Advance made by such Lender, including the
amounts of principal and interest payable and paid to such Lender from time to
time hereunder.

            (b) The Administrative Agent shall maintain accounts in which it
shall record (i) the amount of each Revolving Advance made hereunder, the
Interest Type thereof and the Interest Period applicable thereto, (ii) the
amount of any principal or interest due and payable or to become due and payable
from the Borrower to each Lender hereunder and (iii) the amount of any sum
received by the Administrative Agent hereunder for the account of the Lenders
and each Lender's share thereof.

            (c) The entries made in the accounts maintained pursuant to
paragraph (a) or (b) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Revolving Advances in accordance with the terms of this Agreement.

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<PAGE>

            (d) Any Lender may request that Revolving Advances made by it be
evidenced by a promissory note. In such event, the Borrower shall prepare,
execute and deliver to such Lender a promissory note payable to the order of
such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) and substantially in the form of Exhibit F attached hereto. Thereafter,
the Revolving Advances evidenced by such promissory note and interest thereon
shall at all times (including after assignment pursuant to Section 8.06) be
represented by one or more promissory notes in such form payable to the order of
the payee named therein (or, if such promissory note is a registered note, to
such payee and its registered assigns).

      SECTION 2.21. Use of Proceeds.

      The proceeds of the Revolving Advances (other than any Revolving Advances
made pursuant to Section 2.09(a)) shall be available (and the Borrower agrees
that it shall use such proceeds) to provide working capital for the Borrower and
its Subsidiaries and, subject to the provisions of this Agreement and the other
Loan Documents, for other general corporate purposes of the Borrower and its
Subsidiaries. No portion of the proceeds of any borrowing under this Agreement
shall be used by the Borrower or any of its Subsidiaries in any manner that
might cause the borrowing or the application of such proceeds to violate
Regulation U, Regulation T or Regulation X of the Board of Governors of the
Federal Reserve System or any other regulation of such Board or to violate the
Securities Exchange Act of 1934, as amended from time to time, and any successor
statute, in each case as in effect on the date or dates of such borrowing and
such use of proceeds.

                                  ARTICLE III

                              CONDITIONS PRECEDENT

      SECTION 3.01. Closing Date.

      The Credit Parties shall have no obligations to make any Revolving Advance
or to issue any Letter of Credit hereunder until each of the following
conditions is satisfied:

            (a) Receipt of Documentation. The Administrative Agent shall have
received:

            (i) counterparts of this Agreement signed by each of the parties
hereto (or receipt by the Administrative Agent from a party hereto of a
facsimile signature page signed by such party which shall have agreed to
promptly provide the Administrative Agent with originally executed counterparts
hereof);

            (ii) a certificate, dated the Closing Date, of the Secretary or
Assistant Secretary of the Borrower, substantially in the form of Exhibit C: (A)
attaching a true and complete copy of the resolutions of its Board of Directors
authorizing the execution and delivery of this Agreement and the other Loan
Documents by the Borrower and the performance of the Borrower's obligations
thereunder, and of all other documents evidencing other necessary action (in
form and substance reasonably satisfactory to the Administrative Agent) taken by
it to authorize the Loan Documents and the transactions contemplated thereby,
(B) attaching a true and complete copy of its certificate of incorporation and
bylaws, (C) certifying that said certificate of incorporation and bylaws are
true and complete copies thereof, are in full force and

                                       35
<PAGE>

effect and have not been amended or modified, and (D) setting forth the
incumbency of its officer or officers who may sign the Loan Documents, including
therein a signature specimen of such officer or officers;

            (iii) a certificate of good standing for the Borrower from the
Secretary of State for the State of Delaware, dated a recent date prior to the
Closing Date; and

            (iv) a certificate, dated the Closing Date, signed by a senior vice
president, the chief financial officer or the treasurer of the Borrower to the
effect set forth in paragraphs (c) and (d) of Section 3.02 and certifying that,
as of the Closing Date, there exists no Material Adverse Change.

            (b) Opinions. The Administrative Agent shall have received an
opinion of counsel for the Borrower, substantially in the form of Exhibit A,
covering such matters relating to the transactions contemplated hereby as the
Administrative Agent may reasonably request, dated the Closing Date.

            (c) Fees and Expenses Due to the Credit Parties. The Administrative
Agent shall have received all fees and expenses due and payable to the
Administrative Agent, the Joint Lead Arrangers and any other Credit Party.

            (d) Fees and Expenses of Special Counsel. The fees and expenses of
Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to the Administrative
Agent and the Joint Lead Arrangers, in connection with the preparation,
negotiation and closing of the Loan Documents shall have been paid.

            (e) Existing Credit Facilities. Each of the Existing Credit
Facilities (including any commitments to lend or make any other extensions
thereunder) has been, or concurrently with the Closing Date is being, terminated
(other than the Existing Letters of Credit). All Debt of the Borrower and each
of its Subsidiaries under the Existing Credit Facilities has been, or
concurrently with the Closing Date is being, paid in full; provided that the
Existing Letters of Credit and obligations in respect thereof shall be Letters
of Credit and Obligations under this Agreement upon the effectiveness of this
Agreement. All Liens securing obligations under any Existing Credit Facility
have been, or concurrently with the Closing Date are being, released. The
Administrative Agent shall have received (i) payoff agreements or other evidence
to the effect set forth in this Section 3.01(e), in form and substance
reasonably satisfactory to the Administrative Agent, with respect to Existing
Credit Facilities, and (ii) to the extent applicable, such UCC amendments and
other lien releases and termination agreements, all in form and substance
reasonably satisfactory to the Administrative Agent, as the Administrative Agent
shall reasonably request.

      SECTION 3.02. Conditions to All Revolving Advances and Letters of Credit.

      The following conditions must be satisfied prior to the making of each
Revolving Advance and the issuance of each Letter of Credit:

            (a) Closing Date. The Closing Date shall have occurred and all of
the conditions of Section 3.01 hereof shall remain satisfied.

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<PAGE>

            (b) Notice; Application. In the case of the making of a Revolving
Advance, the Administrative Agent shall have received a Notice of Revolving
Borrowing and such other approvals or documents as any Lender through the
Administrative Agent may reasonably request. In the case of the issuance of a
Letter of Credit, the Administrative Agent and the applicable Issuing Lender
shall have received: (i) the notice required by Section 2.07(a) hereof; and (ii)
an Application in the form required by the applicable Issuing Lender duly
completed by the Borrower.

            (c) Absence of Litigation. There shall be no injunction, writ,
preliminary restraining order or other order of any nature issued by any
Governmental Authority in any respect affecting the transactions provided for
herein and no action or proceeding by or before any Governmental Authority shall
have been commenced and be pending or, to the knowledge of the Borrower,
threatened, seeking to prevent or delay the transactions contemplated by the
Loan Documents or challenging any other terms and provisions hereof or thereof
or seeking any damages in connection therewith.

            (d) Representations and Warranties; No Default. After giving effect
to the applicable Revolving Borrowing or the issuance of the applicable Letter
of Credit (i) no Default shall have occurred and be continuing, (ii) all
representations and warranties of the Borrower contained in Article IV of this
Agreement (other than the representation and warranty of the Borrower contained
in Section 4.04(b) hereof) shall be true (except that for purposes of this
Section 3.02, the representations and warranties contained in Section 4.04(a)
shall be deemed to refer to the most recent statements furnished pursuant to
Section 5.01(a)), and (iii) no default or event of default under any
engineering, procurement and construction contract of the Borrower or any of its
Subsidiaries shall have occurred and be continuing which could reasonably be
expected to materially and adversely affect the ability of the Borrower to
perform its obligations under the Loan Documents.

            (e) Commitments and LC Exposure. Both before and immediately after
giving effect to the applicable Revolving Borrowing or the issuance of the
applicable Letter of Credit, (i) the outstanding principal amount of all Tranche
1 Revolving Advances shall not exceed the Tranche 1 Maximum Amount, (ii) the
Dollar Equivalent of the total LC Exposure plus the outstanding principal amount
of all Tranche 2 Revolving Advances shall not exceed the Tranche 2 Maximum
Amount, and (iii) the outstanding principal amount of all Revolving Advances
plus the Dollar Equivalent of the total LC Exposure shall not exceed the Total
Commitment Amount.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants that:

      SECTION 4.01. Corporate Existence and Power.

      The Borrower is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware and has all corporate
powers and all material governmental licenses, authorizations, consents and
approvals required to carry on its business as now conducted.

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<PAGE>

      SECTION 4.02. Corporate and Governmental Authorization; Contravention.

      The execution, delivery and performance by the Borrower of this Agreement
and the other Loan Documents (i) are within the Borrower's corporate power, (ii)
have been duly authorized by all necessary corporate action, (iii) require no
action by or in respect of, or filing with, any governmental body, agency or
official, (iv) do not contravene or constitute a default under any provision of
applicable law or regulation, or of the certificate of incorporation or by-laws
of the Borrower, or of any agreement, judgment, injunction, order, decree or
other instrument binding upon the Borrower and (v) do not and will not result in
the creation or imposition of any Lien on any asset of the Borrower or any of
its Subsidiaries.

      SECTION 4.03. Binding Effect.

      This Agreement has been duly executed and delivered by the Borrower and
constitutes a valid and binding agreement of the Borrower, enforceable in
accordance with its terms.

      SECTION 4.04. Financial Information.

            (a) Balance Sheet. The consolidated balance sheet of the Borrower
and its Consolidated Subsidiaries as of December 31, 2003 and the related
consolidated statements of earnings and of cash flow for the fiscal year then
ended, reported on by Ernst & Young LLP and set forth in the Borrower's 2003
Form 10-K, a copy of which has been delivered to each of the Lenders, fairly
present, in conformity with GAAP, the consolidated financial position of the
Borrower and its Consolidated Subsidiaries as of such date and their
consolidated results of operations and changes in financial position for such
fiscal year.

            (b) Material Adverse Change. There exists no Material Adverse
Change.

      SECTION 4.05. Litigation.

      There is no action, suit or proceeding pending or to the knowledge of the
Borrower threatened against or affecting the Borrower or any of its Subsidiaries
before any court or arbitrator or any governmental body, agency or official (i)
which could reasonably be expected to have a material adverse effect on the
business, consolidated financial position or consolidated results of operations
of the Borrower and its Consolidated Subsidiaries, taken as a whole, and the
Borrower's ability to perform its obligations under the Loan Documents at any
time up to and including the Maturity Date, or (ii) which purports to affect the
legality, validity or enforceability of this Agreement or any other Loan
Document.

      SECTION 4.06. Compliance with ERISA.

      The Borrower and its Subsidiaries have fulfilled their obligations under
the minimum funding standards of ERISA with respect to each Plan and are in
compliance in all material respects with the currently applicable provisions of
ERISA, noncompliance with which could reasonably be expected to have a material
adverse effect on the business, consolidated financial position or consolidated
results of operations of the Borrower and its Consolidated Subsidiaries, taken
as a whole, and the Borrower's ability to perform its obligations under the Loan
Documents at any time up to and including the Maturity Date.

                                       38

<PAGE>

      SECTION 4.07. Taxes.

      The Borrower and its Subsidiaries have filed all United States Federal
income tax returns and all other material tax returns which are required to be
filed by them and have paid all taxes due pursuant to such returns or pursuant
to any assessment received by the Borrower or any Subsidiary other than any such
taxes or assessments being currently contested in good faith and other than
where the failure to so file or pay would not have a material adverse effect on
the business, financial position, results of operations or properties of the
Borrower and its Consolidated Subsidiaries taken as a whole or, alternatively,
on the ability of the Borrower to perform its obligations under the Loan
Documents at any time up to and including the Maturity Date. The charges,
accruals and reserves on the books of the Borrower and its Subsidiaries in
respect of taxes or other governmental charges are adequate.

      SECTION 4.08. Material Subsidiaries.

      Each of the Borrower's Material Subsidiaries is a corporation duly
incorporated and validly existing, and in good standing under the laws of its
jurisdiction of incorporation, and has all corporate powers and all material
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted.

      SECTION 4.09. Not an Investment Company.

      The Borrower is not an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.

      SECTION 4.10. Business of the Borrower; Use of Proceeds.

      The Borrower is not engaged in the business of extending credit for the
purpose of purchasing or carrying margin stock (within the meaning of Regulation
U issued by the Board of Governors of the Federal Reserve System), and no
Revolving Advance or LC Disbursement will be used to purchase or carry any
margin stock or to extend credit to others for the purpose of purchasing or
carrying any margin stock. The purpose of each Letter of Credit shall be to
support the Borrower's or its Subsidiaries' or Joint Ventures' performance of
their obligations to each beneficiary under their engineering, procurement and
construction contracts, and the purpose of each Backing Letter of Credit shall
be, to the extent permitted under Section 2.07(b) hereof, to back bank
guarantees issued by other banks supporting such performance. Neither the
issuance of any Letter of Credit or the making of any Revolving Advance nor the
payment of any Obligation will violate any applicable law or regulation.

      SECTION 4.11. No Misleading Statements.

      No written information, exhibit or report furnished by or at the direction
of the Borrower or any Subsidiary to the Administrative Agent or any Lender in
connection with this Agreement contains any material misstatement of fact or
omits to state a material fact or any fact necessary to make the statements
contained therein not misleading.

                                       39

<PAGE>

      SECTION 4.12.     Environmental Matters.

      In the ordinary course of its business, the Borrower conducts an ongoing
review of the effect of Environmental Laws on the business, operations and
properties of the Borrower and its Subsidiaries, in the course of which it
identifies and evaluates associated liabilities and costs (including, without
limitation, any capital or operating expenditures required for clean-up or
closure of properties now or previously owned, any capital or operating
expenditures required to achieve or maintain compliance with environmental
protection standards imposed by law or as a condition of any license, permit or
contract, any related constraints on operating activities, including any
periodic or permanent shutdown of any facility or reduction in the level of or
change in the nature of operations conducted thereat and any actual or potential
liabilities to third parties, including employees, and any related costs and
expenses). On the basis of this review, the Borrower has reasonably concluded
that Environmental Laws are not likely to have a material adverse effect on the
business, financial condition, results of operations or properties of the
Borrower and its Consolidated Subsidiaries, considered as a whole, or,
alternatively, on the Borrower's ability to perform its obligations under the
Loan Documents at any time up to and including the Maturity Date.

      SECTION 4.13. No Default.

      No Default or Event of Default has occurred and is continuing or would
result from the consummation of the transactions contemplated by this Agreement
or any other Loan Document.

                                   ARTICLE V

                                   COVENANTS

      The Borrower agrees that, so long as any Lender has any Commitment, any LC
Exposure or any other Obligation hereunder remains outstanding:

      SECTION 5.01. Information.

      The Borrower will deliver to each of the Lenders:

            (a) Annual Financial Statements. As soon as available and in any
event within 100 days after the end of each fiscal year of the Borrower, a
consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as
of the end of such fiscal year and the related consolidated statements of
earnings and cash flow for such fiscal year, setting forth in each case in
comparative form the figures for the previous fiscal year, audited and
accompanied by a report and opinion of Ernst & Young LLP or other independent
public accountants of nationally recognized standing, which report and opinion
shall be prepared in a manner acceptable to the Securities and Exchange
Commission and shall not be subject to any "going concern" or like qualification
or exception or any qualification or exception as to the scope of such audit;

            (b) Quarterly Financial Statements. As soon as available and in any
event within 55 days after the end of each of the first three quarters of each
fiscal year of the Borrower, an unaudited consolidated balance sheet of the
Borrower and its Consolidated Subsidiaries as of the end of such quarter and the
related consolidated statements of earnings and cash flow for such

                                       40

<PAGE>

quarter and for the portion of the Borrower's fiscal year ended at the end of
such quarter, as set forth in the Borrower's quarterly report for the fiscal
quarter then ended as filed with the Securities and Exchange Commission on Form
10-Q, all certified by the chief financial officer or the chief accounting
officer of the Borrower that they are (i) complete and fairly represent the
financial condition of the Borrower and its Consolidated Subsidiaries as at the
dates indicated and the results of their operations and changes in their cash
flow for the periods indicated; (ii) disclose all liabilities of the Borrower
and its Consolidated Subsidiaries that are required to be reflected or reserved
against under GAAP, whether liquidated or unliquidated, fixed or contingent; and
(iii) have been prepared in accordance with GAAP (subject to normal year-end
adjustments);

            (c) Certificate of Chief Financial Officer. Simultaneously with the
delivery of each set of financial statements referred to in paragraphs (a) and
(b) above, a certificate of the chief financial officer, the treasurer or the
chief accounting officer of the Borrower (i) setting forth in reasonable detail
the calculations required to establish whether the Borrower was in compliance
with the requirements of Section 5.07 on the date of such financial statements,
(ii) certifying that all representations and warranties of the Borrower
contained in this Agreement are true and correct as of the date of such
certificate as though made on such date, (iii) stating whether any Default
exists on the date of such certificate and, if any Default then exists, setting
forth the details thereof and the action which the Borrower is taking or
proposes to take with respect thereto, and (iv) describing the parties, subject
matter, and nature and amount of relief granted to the prevailing party in any
litigation or proceeding in which a final judgment or order which is either for
the payment of money in an amount equal to or exceeding $20,000,000 (or the
Exchange Equivalent thereof) or which grants any non-monetary relief to the
prevailing party therein was rendered against the Borrower or any Subsidiary
(whether or not satisfied or stayed) during the most recently ended fiscal
quarter;

            (d) Notice of Default. Forthwith upon knowledge of the occurrence of
any Default, a certificate of the chief financial officer, the treasurer or the
chief accounting officer of the Borrower setting forth the details thereof and
the action which the Borrower is taking or proposes to take with respect
thereto;

            (e) Other Financial Statements. Promptly upon the mailing thereof to
the shareholders of the Borrower generally, copies of all financial statements,
reports and proxy statements so mailed;

            (f) SEC Filings. Promptly upon the filing thereof, copies of (i) all
registration statements (other than the exhibits thereto and any registration
statements on Form S-8 or its equivalent) and reports on Forms 10-K, 10-Q and
8-K (or their equivalents) which the Borrower or any Subsidiary shall have filed
with the Securities and Exchange Commission, and (ii) all other reports which
the Borrower or any Subsidiary shall have filed with the Securities and Exchange
Commission or any national securities exchange, unless the Borrower or such
Subsidiary is not permitted to provide copies thereof to the Lenders pursuant to
applicable laws or regulations;

            (g) ERISA Reportable Events. If and when any member of the
Controlled Group (i) gives or is required to give notice to the PBGC of any
"reportable event" (as defined in Section 4043 of ERISA) with respect to any
Plan which might constitute grounds for a termination of such Plan under Title
IV of ERISA, or knows that the plan administrator of any Plan has given or is
required to give notice of any such reportable event, a copy of the notice of

                                       41

<PAGE>

such reportable event given or required to be given to the PBGC; (ii) receives
notice of complete or partial withdrawal liability in excess of $20,000,000 (or
the Exchange Equivalent thereof) under Title IV of ERISA, a copy of such notice;
or (iii) receives notice from the PBGC under Title IV of ERISA of an intent to
terminate or appoint a trustee to administer any Plan, a copy of such notice;

            (h) Notice of Rating Change. Promptly upon the Borrower's obtaining
knowledge thereof, notice of any withdrawal or change or proposed withdrawal or
change in the Rating;

            (i) Notices from Beneficiaries. Immediately upon the Borrower's
receipt thereof, a copy of any writing delivered by any beneficiary under any
Letter of Credit to the Borrower or any of its Subsidiaries indicating such
beneficiary's intention to draw under the applicable Letter of Credit;

            (j) Notice of Changes in Accounting Policies. Promptly following any
such change, notice of any material change in accounting policies or financial
reporting practices by the Borrower or any Subsidiary; and

            (k) Other Financial Information. From time to time such additional
information regarding the financial position or business of the Borrower or any
Subsidiary as the Administrative Agent, at the reasonable request of any Lender,
may request.

Documents required to be delivered pursuant to Section 5.01(a), (b), (f) or (k)
(to the extent any such documents are included in materials otherwise filed with
the Securities and Exchange Commission) may be delivered electronically
(including, without limitation, via IntraLinks) and if so delivered, shall be
deemed to have been delivered on the date on which the Borrower posts such
documents, or provides a link thereto on the Borrower's website on the Internet
at the website address listed on the Borrower's signature page hereto; provided
that: (i) the Borrower shall deliver paper copies of such documents to the
Administrative Agent or any Lender that requests the Borrower to deliver such
paper copies until a written request to cease delivering paper copies is given
by the Administrative Agent or such Lender, and (ii) the Borrower shall notify
the Administrative Agent and each Lender (by telecopier or electronic mail) of
the posting of any such documents and provide to the Administrative Agent by
electronic mail electronic versions (i.e., soft copies) of such documents.
Notwithstanding anything contained herein, in every instance the Borrower shall
be required to provide paper copies of the compliance certificates required by
Section 5.01(c) to the Lenders. The Administrative Agent shall have no
obligation to request the delivery or to maintain copies of the documents
referred to above, and in any event shall have no responsibility to monitor
compliance by the Borrower with any such request for delivery, and each Lender
shall be solely responsible for requesting delivery to it or maintaining its
copies of such documents.

      SECTION 5.02. Payment of Obligations.

      The Borrower will pay and discharge, and will cause each Subsidiary to pay
and discharge, at or before maturity, all their respective material obligations
and liabilities, except where the same may be contested in good faith by
appropriate proceedings or where the failure to so pay and discharge would not
have a material adverse effect on the consolidated financial

                                       42

<PAGE>

position of the Borrower and its Consolidated Subsidiaries, and will maintain,
and will cause each Subsidiary to maintain, in accordance with GAAP, appropriate
reserves for the accrual of any of the same.

      SECTION 5.03. Maintenance of Property; Insurance.

            (a) Maintenance of Property. The Borrower will keep, and will cause
each Material Subsidiary to keep, all material items of property useful and
necessary in its business in good working order and condition, ordinary wear and
tear and damage from casualty excepted.

            (b) Insurance. The Borrower will maintain, and will cause each
Subsidiary to maintain, with financially sound and reputable insurance
companies, insurance on all their real and personal property in at least such
amounts and against at least such risks as are usually insured against by
companies of established repute engaged in the same or similar business as the
Borrower or such Subsidiary and owning similar assets ("Industry Standards"),
except where such risks are covered by self insurance so long as the amount of
such self insurance and the risks covered thereby are consistent with Industry
Standards. The Borrower will promptly furnish to the Lenders such information as
to insurance carried or self insurance maintained as may be reasonably requested
in writing by the Administrative Agent on behalf of any Lender.

      SECTION 5.04. Conduct of Business and Maintenance of Existence.

      The Borrower will preserve, renew and keep in full force and effect, and
will cause each Material Subsidiary to preserve, renew and keep in full force
and effect, its respective corporate existence and their respective rights,
privileges and franchises necessary or desirable in the normal conduct of
business; provided that nothing in this Section 5.04 shall prevent the Borrower
or any Subsidiary from (i) merging into, consolidating with, or selling, leasing
or otherwise transferring all of its assets to the Borrower or a Subsidiary (so
long as, in the case of the Borrower taking any such action, the applicable
Subsidiary assumes all Obligations pursuant to a written agreement acceptable to
the Administrative Agent), or (ii) abandoning or disposing of any of its
property or abandoning or terminating any right or franchise if (A) disposition
or termination does not violate any other provision of this Agreement and (B)
all such abandonments, dispositions and terminations do not in the aggregate
materially and adversely affect the business, assets, financial condition or
results of operations of the Borrower and its Consolidated Subsidiaries, taken
as a whole, or, alternatively, the ability of the Borrower to perform its
obligations under the Loan Documents at any time up to and including the
Maturity Date.

      SECTION 5.05. Compliance with Laws.

      The Borrower will comply, and cause each Subsidiary to comply, in all
material respects with all applicable laws, ordinances, rules, regulations,
orders, and requirements of governmental authorities (including, without
limitation, ERISA, Environmental Laws and the rules and regulations thereunder),
except where failure to so comply would not have a material adverse effect on
the business, financial position, results of operations or properties of the
Borrower and its Consolidated Subsidiaries taken as a whole or, alternatively,
on the ability of the Borrower to perform its obligations under the Loan
Documents at any time up to and including the Maturity Date.

                                       43

<PAGE>

      SECTION 5.06. Keeping of Records; Inspection of Property, Books and
Records.

      The Borrower will keep, and will cause each Subsidiary to keep, proper
books of record and account in accordance with GAAP consistently applied; and
will permit, and will cause each Subsidiary to permit, the Administrative Agent,
any of the Lenders or any agents or representatives of the Administrative Agent
or any Lender, at the Administrative Agent's or such Lender's expense, to visit
and inspect any of its respective properties, to examine any of its respective
books and records and (subject to Section 8.10) to discuss its respective
affairs, finances and accounts with any of its respective officers, directors,
employees and independent public accountants, all at such times and as often as
may reasonably be desired, in each case upon reasonable notice and during normal
business hours. Notwithstanding anything to the contrary in this Section 5.06,
none of the Borrower or any of its Subsidiaries will be required to disclose,
permit the inspection, examination or discussion of, any document, information
or other matter in respect of which such disclosure is then prohibited by law or
any agreement binding on the Borrower or any of its Subsidiaries.

      SECTION 5.07. Debt.

            (a) Debt to Tangible Net Worth Ratio. The ratio of Consolidated Debt
to Consolidated Tangible Net Worth will at no time exceed 1.00 to 1.00.

            (b) Total Debt. The total Debt of all Consolidated Subsidiaries of
the Borrower, excluding the Debt, if any, owed by such Consolidated Subsidiaries
to the Borrower or another Consolidated Subsidiary of the Borrower, will at no
time exceed an amount equal to $400,000,000 (or the Exchange Equivalent
thereof).

      SECTION 5.08. Negative Pledge.

      Neither the Borrower nor any Subsidiary will create, assume or suffer to
exist any Lien securing Debt on any asset now owned or hereafter acquired by it,
or assign any right to receive income, except:

            (i) Liens existing on the date of this Agreement and disclosed on
Schedule 6.08 attached hereto;

            (ii) any Lien existing on any asset of any corporation at the time
such corporation becomes a Subsidiary or is merged into or consolidated with an
Borrower or a Subsidiary; provided that (i) such Lien is not created in
contemplation of such event, (ii) such Lien shall not apply to any other
property or asset of the Borrower or any of its Subsidiaries, and (iii) such
Lien shall secure only those obligations which it secures on the date of such
acquisition or the date such Person becomes a Subsidiary, as the case may be;

            (iii) any Lien on any asset securing Debt incurred or assumed for
the purpose of financing all or any part of the cost of acquiring or
constructing such asset; provided that (i) such Lien attaches to such asset
concurrently with or within 180 days after the acquisition or construction
thereof and (ii) such Lien shall not apply to any other property or asset of the
Borrower or any of its Subsidiaries;

                                       44

<PAGE>

            (iv) any Lien existing on any asset prior to the acquisition thereof
by the Borrower or a Subsidiary and not created primarily in contemplation of
such acquisition;

            (v) any Lien arising out of the refinancing, extension, renewal or
refunding of any Debt secured by any Lien permitted by any of the foregoing
clauses of this Section 5.08, provided that such Debt is not increased and is
not secured by any additional assets;

            (vi) attachment or judgment liens not in excess of $5,000,000 (or
the Exchange Equivalent thereof), unless the judgment it secures shall not,
within 90 days after the entry thereof, have been discharged or execution
thereof stayed pending appeal, or shall not have been discharged within 90 days
after expiration of any such stay;

            (vii) any Lien on or with respect to the property or assets of any
Subsidiary securing obligations owing to the Borrower or another Subsidiary;

            (viii) rights of offset and bankers' liens in connection with Debt
permitted hereby; and

            (ix) Liens not otherwise permitted by the foregoing clauses of this
Section 5.08 securing Debt in an aggregate principal amount at any time
outstanding not to exceed ten percent (10%) of Consolidated Tangible Net Worth.

      SECTION 5.09. Consolidations, Mergers and Sales of Assets.

      The Borrower will not (i) except to the extent expressly permitted in
Section 5.04 hereof, consolidate or merge with or into any other Person;
provided that the Borrower may merge with a Person if (A) the Borrower is the
surviving corporation to such merger and (B) after giving effect to any such
merger no Default shall have occurred hereunder and all representations and
warranties shall be true and correct or (ii) except as permitted pursuant to the
foregoing clause (i), sell, lease or otherwise transfer, directly or indirectly,
all or any substantial part of the assets of the Borrower and its Consolidated
Subsidiaries, taken as a whole.

      SECTION 5.10. Payment of Taxes, Etc.

      The Borrower will pay, and will cause each Subsidiary to pay, before the
same become delinquent, all taxes, assessments and governmental charges imposed
upon it or any of its properties, except where the same may be contested in good
faith by appropriate proceedings, or where any failure to so pay would not have
a material adverse effect on the business, financial position, results of
operations or properties of the Borrower and its Consolidated Subsidiaries taken
as a whole or, alternatively, on the ability of the Borrower to perform its
obligations under the Loan Documents at any time up to and including the
Maturity Date, and the Borrower will maintain, and will cause each Subsidiary to
maintain, in accordance with GAAP, appropriate reserves for the accrual of the
same.

      SECTION 5.11. Pari-passu Obligations.

      The obligations under this Agreement shall constitute direct,
unconditional, senior, unsubordinated, general obligations of the Borrower and
will rank at least pari-passu (in priority

                                       45

<PAGE>

of payment) with all other existing and future senior, unsecured,
unsubordinated obligations of the Borrower resulting from any indebtedness for
borrowed money or Debt Guarantee.

      SECTION 5.12. Further Assurances.

      At any time or from time to time upon the request of the Administrative
Agent, the Borrower will, at its expense, promptly execute, acknowledge and
deliver such further documents (including collateral agreements, UCC financing
statements and the like pursuant to Section 2.12) and do such other acts and
things as the Administrative Agent may reasonably request in order to effect
fully the purposes of the Loan Documents.

                                   ARTICLE VI

                                    DEFAULTS

      SECTION 6.01. Events of Default.

      Each of the following events (each an "Event of Default") shall constitute
an Event of Default hereunder:

            (a) the Borrower shall fail to pay (i) when due, any amount of
principal of any Revolving Advance or any LC Disbursement, or (ii) within three
days after the same becomes due, any interest on any Revolving Advance or any LC
Disbursement, any fees or any other amount payable hereunder; or

            (b) the Borrower shall fail to observe or perform any covenant
contained in Section 2.12 or Sections 5.07 to 5.11, inclusive; or

            (c) the Borrower shall fail to observe or perform any covenant or
agreement contained in this Agreement (other than those covered by paragraph (a)
or (b) above) for 30 days after the earlier to occur of (i) written notice
thereof having been given to the Borrower by the Administrative Agent at the
request of any Lender or (ii) actual knowledge thereof by the Borrower or any of
its Subsidiaries of such failure; or

            (d) any representation, warranty, certification or statement made by
the Borrower in this Agreement or in any certificate, financial statement or
other document delivered pursuant to this Agreement shall prove to have been
incorrect in any material respect when made (or deemed made); or

            (e) the Borrower or any Subsidiary shall fail to make any payment in
respect of any Debt (other than the Obligations) having an aggregate principal
amount of at least $35,000,000 (or the Exchange Equivalent thereof) when due or
within any applicable grace period; or

            (f) any event shall occur or condition shall exist which results in
the acceleration of the maturity of any Debt of the Borrower or any Subsidiary
having an aggregate principal amount of at least $35,000,000 (or the Exchange
Equivalent thereof); or such Debt shall be declared due and payable, or required
to be prepaid (other than by a regularly scheduled required

                                       46

<PAGE>

prepayment), prior to the stated maturity thereof, excluding, however,
prepayments of Debt required upon disposition in the ordinary course of business
of collateral securing such Debt so long as such Liens and dispositions are
permitted hereby; or

            (g) the Borrower or any Subsidiary shall commence a voluntary case
or other proceeding seeking to adjudicate the Borrower or any Subsidiary having
total assets of $50,000,000 (or the Exchange Equivalent thereof) or more as
bankrupt or insolvent, seeking liquidation, reorganization or other relief with
respect to itself or its debts under any bankruptcy, insolvency or other similar
law now or hereafter in effect or seeking the entry of an order for relief or
the appointment of a trustee, receiver, liquidator, custodian or other similar
official for it or for any substantial part of its property, or shall consent to
any such relief or to the appointment of or taking possession by any such
official in an involuntary case or other proceeding commenced against it, or
shall make a general assignment for the benefit of creditors, or shall fail
generally to pay its debts as they become due, or shall admit in writing its
inability to pay its debts generally, or shall take any corporate action to
authorize any of the foregoing; or

            (h) an involuntary case or other proceeding shall be commenced
against the Borrower or any Subsidiary having total assets of $50,000,000 (or
the Exchange Equivalent thereof) or more seeking to adjudicate it as bankrupt or
insolvent, seeking liquidation, reorganization or other relief with respect to
it or its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect, or seeking the entry of an order for relief or the
appointment of a trustee, receiver, liquidator, custodian or other similar
official for it or for any substantial part of its property, and such
involuntary case or other proceeding shall remain undismissed and unstayed for a
period of 30 days; or an order for relief shall be entered against the Borrower
or any Subsidiary having total assets of $50,000,000 (or the Exchange Equivalent
thereof) or more under the federal bankruptcy laws as now or hereafter in
effect; or

            (i) any member of the Controlled Group shall fail to pay when due an
amount or amounts aggregating in excess of $35,000,000 (or the Exchange
Equivalent thereof) which it shall have become liable to pay to the PBGC or to a
Plan under Title IV of ERISA except where the failure to so pay would not (in
the opinion of the Required Lenders) have a material adverse effect on the
business, financial position, results of operations or properties of the
Borrower and its Consolidated Subsidiaries taken as a whole or alternatively, on
the Borrower's ability to perform its obligations under the Loan Documents at
any time up to and including the Maturity Date; or notice of intent to terminate
a Plan or Plans having aggregate Unfunded Vested Liabilities in an amount that
would have a material adverse effect on the Borrower and its Consolidated
Subsidiaries taken as a whole and the Borrower's ability to perform its
obligations under the Loan Documents at any time up to and including the
Maturity Date (collectively, a "Material Plan") shall be filed under Title IV of
ERISA by any member of the Controlled Group, any plan administrator or any
combination of the foregoing; or the PBGC shall institute proceedings under
Title IV of ERISA to terminate or to cause a trustee to be appointed to
administer any Material Plan or a proceeding shall be instituted by a fiduciary
of any Material Plan against any member of the Controlled Group to enforce
Section 515 of ERISA and such proceeding shall not have been dismissed within 30
days thereafter; or a condition shall exist by reason of which the PBGC would be
entitled to obtain a decree adjudicating that any Material Plan must be
terminated; or

                                       47

<PAGE>

            (j) to the extent not insured against, one or more final judgments
or orders for the payment of money aggregating in excess of $50,000,000 (or the
Exchange Equivalent thereof) shall be rendered against the Borrower or any
Subsidiary and either (i) enforcement proceedings shall have been commenced by
any creditor upon any such judgments or orders or (ii) any of such judgments or
orders shall continue unsatisfied and unstayed by reason of a pending appeal or
otherwise for a period of 30 days; or

            (k) (i) any Person or group of Persons (within the meaning of
Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have
acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by
the Securities and Exchange Commission under said Act) of 35% or more of the
outstanding shares of common stock of the Borrower; or (ii) at any time during
any period of twelve consecutive calendar months a majority of the Board of
Directors of the Borrower shall not consist of individuals who were either
directors of the Borrower on the first day of such period ("original directors")
or appointed as or nominated to be directors either (A) by individuals including
a majority of those of the original directors who have not, prior to such
appointment or nomination, resigned or died, or (B) by a duly constituted
committee of the Board of Directors of the Borrower, a majority of which
consists of the original directors; or

            (l) all or any substantial part of the property of the Borrower and
its Subsidiaries (taken as a whole) shall be condemned, seized or otherwise
appropriated, or custody or control of such property shall be assumed, by any
court or governmental agency of competent jurisdiction, and such property shall
be retained for a period of thirty (30) days, which condemnation, seizure or
other appropriation could reasonably be expected to have a material adverse
effect on the business, consolidated financial position or consolidated results
of operations of the Borrower and its Consolidated Subsidiaries, taken as a
whole, and the Borrower's ability to perform its obligations under the Loan
Documents at any time up to and including the Maturity Date; or

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

      SECTION 6.02. Remedies.

      Upon the occurrence and during the continuance of any Event of Default
(other than any event specified in paragraph (g) or (h) of Section 6.01): (a)
the Administrative Agent or the Required Lenders may require, without notice or
demand, either or both of the following, at the same or different times: (i)
that any or all of the LC Exposure, the Revolving Advances and all other
Obligations, although not yet due, be immediately due and payable, and thereupon
such LC Exposure, Revolving Advances and all other such Obligations shall be
immediately be due and payable, without presentment, demand, protest or any
notice of any kind, all of which are hereby expressly waived by the Borrower,
and (ii) that all Commitments be terminated, and thereupon all Commitments shall
terminate immediately; and in any event, the Administrative Agent shall have in
any jurisdiction where enforcement is sought, in addition to all other rights
and remedies, the rights and remedies of a secured party under the UCC; and (b)
the Administrative Agent or the

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<PAGE>

Required Lenders may require the Borrower to deposit cash collateral in Dollars
with the Administrative Agent and otherwise perform all of its obligations under
Section 2.12; provided that upon the occurrence of any event specified in
paragraph (g) or (h) of Section 6.01, (x) such cash collateral referred to in
clause (b) above shall be immediately deposited with the Administrative Agent in
accordance with the provisions of Section 2.12 and (y) all Commitments shall
automatically terminate and such amounts shall automatically become and be due
and payable, without presentment, demand, protest or any notice of any kind, all
of which are hereby expressly waived by the Borrower.

                                  ARTICLE VII

                            THE ADMINISTRATIVE AGENT

      SECTION 7.01. Appointment and Authorization.

      Each Lender and each Issuing Lender hereby irrevocably appoints BNPP to
act on its behalf as the Administrative Agent under this Agreement and the other
Loan Documents and authorizes the Administrative Agent to take such actions on
its behalf and to exercise such powers as are delegated to the Administrative
Agent by the terms hereof or thereof, together with such actions and powers as
are reasonably incidental thereto. The provisions of this Article are solely for
the benefit of the Administrative Agent, the Lenders and the Issuing Lenders,
and the Borrower shall not have rights as a third party beneficiary of any of
such provisions.

      SECTION 7.02. Administrative Agent and Affiliates.

      BNPP (or any successor Administrative Agent) shall have the same rights
and powers in its capacity as a Lender under this Agreement as any other Lender
and may exercise or refrain from exercising the same as though it were not the
Administrative Agent, and BNPP (or any successor Administrative Agent) and its
Affiliates may accept deposits from, lend money to, and generally engage in any
kind of business with the Borrower or any Subsidiary or Affiliate of the
Borrower as if it were not the Administrative Agent hereunder and without any
duty to account therefor to the Lenders.

      SECTION 7.03. Reliance by Administrative Agent.

      The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed, sent or otherwise authenticated by the proper Person.
The Administrative Agent also may rely upon any statement made to it orally or
by telephone and believed by it to have been made by the proper Person, and
shall not incur any liability for relying thereon. In determining compliance
with any condition hereunder to the making of a Revolving Advance, or the
issuance of a Letter of Credit, that by its terms must be fulfilled to the
satisfaction of a Lender or an Issuing Lender, the Administrative Agent may
presume that such condition is satisfactory to such Lender or such Issuing
Lender unless the Administrative Agent shall have received notice to the
contrary from such Lender or such Issuing Lender prior to the making of such
Revolving Advance or the issuance of such Letter of Credit. The Administrative
Agent may consult with legal counsel (who may be counsel for the Borrower),
independent accountants and other experts selected by it, and shall not be

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<PAGE>

liable for any action taken or not taken by it in accordance with the advice of
any such counsel, accountants or experts.

      SECTION 7.04. Delegation of Duties.

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

      SECTION 7.05. Liability of Administrative Agent.

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

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

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

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

      The Administrative Agent shall not be liable for any action taken or not
taken by it (i) with the consent or at the request of the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 6.02 and 8.05) or (ii) in the absence of
its own gross negligence or willful misconduct. The Administrative Agent shall
be deemed not to have knowledge of any Default unless and until notice
describing such Default is given to the Administrative Agent by the Borrower, a
Lender or an Issuing Lender.

      The Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with this Agreement or any other Loan Document, (ii) the
contents of any certificate, report or other

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<PAGE>

document delivered hereunder or thereunder or in connection herewith or
therewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth herein or therein or the
occurrence of any Default, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement, any other Loan Document or any other agreement,
instrument or document or (v) the satisfaction of any condition set forth in
Article III or elsewhere herein, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent.

      SECTION 7.06. Indemnification.

      To the extent that the Borrower for any reason fails to indefeasibly pay
any amount required pursuant to Section 8.03(a) or Section 8.03(c) to be paid by
it to the Administrative Agent (or any sub-agent thereof), any Issuing Lender or
any Related Party of any of the foregoing, each Lender severally agrees to pay
to the Administrative Agent (or any such sub-agent), such Issuing Lender or such
Related Party, as the case may be, such Lender's Applicable Percentage
(determined as of the time that the applicable unreimbursed expense or indemnity
payment is sought) of such unpaid amount, provided that the unreimbursed expense
or indemnified loss, claim, damage, liability or related expense, as the case
may be, was incurred by or asserted against the Administrative Agent (or any
such sub-agent) or such Issuing Lender in its capacity as such, or against any
Related Party of any of the foregoing acting for the Administrative Agent (or
any such sub-agent) or such Issuing Lender in connection with such capacity.

      SECTION 7.07. Credit Decision.

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

      SECTION 7.08. Successor Administrative Agent.

      The Administrative Agent may resign at any time by giving written notice
thereof to the Lenders, the Issuing Lenders and the Borrower. Upon any such
resignation, the Required Lenders shall have the right to appoint a successor
Administrative Agent. If no successor Administrative Agent shall have been so
appointed by the Required Lenders, and shall have accepted such appointment,
within 60 days after the retiring Administrative Agent's giving of notice of
resignation, then the retiring Administrative Agent may, on behalf of the
Lenders, appoint a successor Administrative Agent, which shall be a Lender or a
commercial bank organized or licensed under the laws of the United States of
America or of any State thereof and having a combined capital and surplus of at
least $500,000,000. Upon the acceptance of its appointment as Administrative
Agent hereunder by a successor Administrative Agent, such successor
Administrative Agent shall thereupon succeed to and become vested with all the
rights and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder and shall turn over any cash collateral held by it

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<PAGE>

hereunder to such successor Administrative Agent. So long as no Default has
occurred and is continuing, no appointment of a successor Administrative Agent
hereunder shall become effective without the consent of the Borrower, which
consent shall not be unreasonably withheld. After any retiring Administrative
Agent's resignation hereunder as Administrative Agent, the provisions of this
Article shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Administrative Agent.

      SECTION 7.09. Agent With Respect to Cash Collateral Accounts.

      Each Lender hereby authorizes the Administrative Agent, on behalf of and
for the benefit of Lenders, to be the agent for and representative of Lenders
with respect to any cash collateral accounts. Anything contained in any of the
Loan Documents to the contrary notwithstanding, the Borrower, the Administrative
Agent and each Lender hereby agree that no Lender shall have any right
individually to realize upon any cash collateral accounts, it being understood
and agreed that all powers, rights and remedies hereunder may be exercised
solely by the Administrative Agent, on behalf of Lenders, in accordance with the
terms hereof. In furtherance, and not by limitation, of the foregoing, without
written consent or authorization from the Lenders, the Administrative Agent may,
in accordance with the terms of this Agreement, release any Lien encumbering any
of the cash collateral and execute any documents or instruments necessary to
accomplish any of the foregoing.

      SECTION 7.10. No Other Duties, etc.

      Anything herein to the contrary notwithstanding, none of the Joint Lead
Arrangers or Co-Syndication Agents listed on the cover page hereof shall have
any powers, duties or responsibilities under this Agreement or any of the other
Loan Documents, except in its capacity, as applicable, as the Administrative
Agent, a Lender or an Issuing Lender hereunder.

                                  ARTICLE VIII

                                  MISCELLANEOUS

      SECTION 8.01. Notices.

            (a) Except in the case of notices and other communications expressly
permitted to be given by telephone, all notices, requests and other
communications to any party hereunder shall be in writing (including telecopy
and including electronic mail and Internet or intranet websites such as
IntraLinks to the extent provided in Section 8.01(b)) and shall be given to such
party at its address, telecopy number or electronic mail address set forth on
the signature pages hereof or such other address, telecopy number or electronic
mail address as such party may hereafter specify for the purpose by notice to
the Administrative Agent, the Issuing Lenders and the Borrower. Each such
notice, request or other communication shall be effective (i) if given by mail,
72 hours after such communication is deposited in the mails with first class
postage prepaid, addressed as aforesaid, (ii) if given by telecopy, when such
telecopy has been received by the addressee thereof, (ii) if delivered through
electronic communications (including electronic mail and Internet or intranet
websites such as IntraLinks) to the extent provided in Section 8.01(b) below,
shall be effective as provided in such Section 8.01(b) or (iii) if given by any
other means, when delivered at the address specified in this Section 8.01(a);
provided that notices to the

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<PAGE>
Administrative Agent or any Issuing Lender under Article II shall not be
effective until received. The Administrative Agent and the Issuing Lenders shall
not be liable for any errors in transmission or the illegibility of any
telecopied documents. In the event the Borrower sends the Administrative Agent
or any Issuing Lender a manually signed confirmation of previously sent
facsimile instructions, the Administrative Agent and the Issuing Lenders shall
have no duty to compare it against the previous instructions received by the
Administrative Agent or the Issuing Lenders nor shall the Administrative Agent
or any Issuing Lender have any responsibility should the contents or the written
confirmation differ from the facsimile instructions acted upon by the
Administrative Agent or any Issuing Lender.

            (b) Notices and other communications to the Lenders and the Issuing
Lenders hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites such as IntraLinks) pursuant
to procedures approved by the Administrative Agent; provided that (i) the
foregoing shall not apply to notices to any Lender or the Issuing Lenders
pursuant to Article II if such Lender or such Issuing Lender, as applicable, has
notified the Administrative Agent that it is incapable of receiving notices
under such Article by electronic communication and (ii) in the case of notices
and other communications posted to an Internet or intranet website (such as
IntraLinks), notice thereof shall be sent to each intended recipient at its
e-mail address that such notice or communication is available and identifying
the website address therefor. The Administrative Agent or the Borrower may, in
its discretion, agree to accept notices and other communications to it hereunder
by electronic communications pursuant to procedures approved by it, provided
that approval of such procedures may be limited to particular notices or
communications.

      SECTION 8.02. No Waivers.

      No failure or delay by the Administrative Agent, any Issuing Lender or any
Lender in exercising any right, power or privilege hereunder or under any other
Loan Document shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The rights and remedies herein provided
shall be cumulative and not exclusive of any rights or remedies provided by law.

      SECTION 8.03. Expenses; Taxes; Indemnification.

            (a) Expenses. The Borrower agrees to pay on demand:

            (i) all costs and expenses (including, without limitation, counsel
fees and expenses) incurred by the Administrative Agent and each Issuing Lender
in connection with the preparation, negotiation, execution and delivery of this
Agreement and the other Loan Documents; and

            (ii) all costs and expenses, if any (including, without limitation,
counsel fees and expenses), (A) incurred by the Administrative Agent and any
Issuing Lender in connection with any and all amendments to, replacements for or
modifications of any of the Loan Documents, in each case either initiated by the
Borrower or provided for in this Agreement, (B) incurred by the Administrative
Agent or any Issuing Lender in connection with any and all waivers of rights or
remedies, or granting of any consent, by the Administrative Agent or any

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<PAGE>

Issuing Lender under the Loan Documents, (C) incurred by the Administrative
Agent, any Issuing Lender or any Lender in connection with the enforcement of
the Loan Documents and the other documents to be delivered under the Loan
Documents, or any of the rights or remedies of the Administrative Agent, any
Issuing Lender or any Lender thereunder, including, without limitation, the fees
and expenses of counsel and consultants incurred in any out-of-court workout or
in any bankruptcy case, (D) incurred by the Administrative Agent in connection
with the custody or preservation of any of the collateral or the value thereof,
(E) incurred by the Administrative Agent in creating and perfecting Liens in
favor of the Administrative Agent on behalf of the Lenders pursuant to any Loan
Document, and (F) incurred by the Administrative Agent, any Issuing Lender or
any Lender in connection with investigation of any Default or alleged Default
under any of the Loan Documents, together with any collection and other
enforcement measures or proceedings resulting from any Event of Default.

            (b) Taxes. The Borrower shall pay any and all transfer taxes,
documentary taxes, recording taxes, stamp taxes, excise taxes or similar taxes
or assessments or other charges payable or determined to be payable in
connection with the execution, delivery, filing and recording of the Loan
Documents and any other documents to be delivered under the Loan Documents (but
excluding taxes imposed on the net income of any Lender), and agrees to save the
Administrative Agent, each Issuing Lender and each Lender harmless from and
against any and all liabilities with respect to or resulting from the Borrower's
delay in paying or omission to pay such taxes.

            (c) Indemnification. The Borrower agrees to defend, indemnify, pay
and hold harmless the Administrative Agent (in its capacity as such), each
Issuing Lender (in its capacity as such), each Lender, each Joint Lead Arranger
and each Co-Syndication Agent and their Affiliates and their respective
officers, directors, employees and agents (collectively, the "Agent-Related
Parties") from and against any and all losses, obligations, penalties, actions,
judgments, claims, damages, liabilities, disbursements and expenses (including
reasonable attorneys fees and expenses, which may include the allocated cost of
internal counsel, and settlement costs) of any kind or nature whatsoever,
whether direct, indirect or consequential, and whether based on any federal,
state or foreign laws, statutes, rules or regulations, on common law or
equitable cause or on contract or otherwise, which may be imposed on, incurred
by or asserted against the Agent-Related Parties in any way related to or
arising out of this Agreement or the other Loan Documents, or the transactions
contemplated hereby or thereby (collectively, "Losses"), except any such Losses
resulting from the gross negligence or willful misconduct of the Agent-Related
Parties, provided that nothing in this paragraph (c) shall obligate the Borrower
to pay the normal expenses of the Administrative Agent in the administration of
this Agreement in the absence of pending or threatened litigation or other
proceedings or the claims or threatened claims of others and then only to the
extent arising therefrom.

            (d) Breakage. If any payment of principal of, or conversion or
continuation of, any Eurodollar Rate Revolving Advance is made by the Borrower
to or for the account of a Credit Party other than on the last day of the
Interest Period for such Revolving Advance, as a result of a payment or
conversion or continuation pursuant to Section 2.04, 2.05 or 2.06, acceleration
of the maturity of the Obligations pursuant to Section 6.01 or for any other
reason, the Borrower shall, upon demand by such Credit Party (with a copy of
such demand to the Administrative Agent), pay to the Administrative Agent for
the account of such Credit Party any amounts required to compensate such Credit
Party for any additional losses, costs or expenses that it may reasonably incur
as a result of such payment or conversion or continuation or such

                                       54

<PAGE>

failure to pay or prepay, as the case may be, including, without limitation, any
loss (including loss of anticipated profits), cost or expense incurred by reason
of the liquidation or reemployment of deposits or other funds acquired by any
Credit Party to fund or maintain such Revolving Advance.

            (e) Survival. The obligations of the Borrower under this Section
8.03 shall survive the termination of this Agreement, the termination of the
Commitments hereunder and payment of the Obligations.

      SECTION 8.04. Sharing of Set-Offs. Each Lender agrees that if it shall, by
exercising any right of set-off or counterclaim or otherwise, receive payment of
a proportion of the aggregate amount of principal and interest due with respect
to any Obligations owing to such Lender which is greater than the proportion
received by any other Lender in respect of the aggregate amount of principal and
interest due with respect to Obligations owing to such other Lender, the Lender
receiving such proportionately greater payment shall purchase such
participations in the LC Exposure of the other Lenders or Revolving Advances of
the other Lenders, and such other adjustments shall be made, as may be required
so that all such payments of principal and interest with respect to the LC
Exposure of the Lenders or Revolving Advances of the Lenders shall be shared by
the Lenders pro rata; provided that nothing in this Section 8.04 shall impair
the right of any Lender to exercise any right of set-off or counterclaim it may
have and to apply the amount subject to such exercise to the payment of
indebtedness of the Borrower other than its LC Exposure or other Obligations
owing to such Lender. The Borrower agrees, to the fullest extent it may
effectively do so under applicable law, that any holder of any participation in
any Revolving Advances or a participation in any LC Exposure, whether or not
acquired pursuant to the foregoing arrangements, may exercise rights of set-off
or counterclaim and other rights with respect to such participation as fully as
if such holder of a participation were a direct creditor of the Borrower in the
amount of such participation. If under any applicable bankruptcy, insolvency or
other similar law, any Lender receives a secured claim in lieu of a set-off to
which this Section 8.04 would apply, such Lender shall, to the extent
practicable, exercise its rights in respect of such secured claim in a manner
consistent with the rights of the Lenders entitled under this Section 8.04 to
share in the benefits of any recovery on such secured claim. The Borrower hereby
authorizes BNPP and each other Lender, in accordance with the provisions of this
Section 8.04, to so set-off and apply any and all such deposits held and other
indebtedness owing by BNPP or such other Lender to or for the credit or the
account of the Borrower and hereby authorizes BNPP and each such other Lender to
permit such set-off and application by BNPP or such other Lender; provided that
any such set-off rights shall not apply to the accounts or deposits of any of
Borrower's foreign Subsidiaries.

      SECTION 8.05. Amendments and Waivers. Any provision of this Agreement or
any other Loan Document may be amended or waived if, but only if, such amendment
or waiver is in writing and is signed by the Borrower and the Required Lenders
(and, if the rights or duties of the Administrative Agent or any Issuing Lender
are affected thereby, by the Administrative Agent or each affected Issuing
Lender, as the case may be); provided that no such amendment, waiver or
modification shall: (i) increase any Commitment of any Lender or subject any
Lender to any additional obligation without the written consent of such Lender,
(ii) reduce the principal of or rate of interest on any Revolving Advance or any
LC Disbursement or any fees without the written consent of each Lender directly
affected thereby, (iii) postpone the date fixed for any payment in respect of
any Revolving Advance or any LC Disbursement

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<PAGE>

(including, in each case, interest thereon) or any fees without the written
consent of each Lender directly affected thereby, (iv) extend the scheduled
final maturity date of any Revolving Advance or the expiry date of this
Agreement, any Commitment or the terms of any Letter of Credit (other than as
set forth below) without the written consent of each Lender directly affected
thereby, (v) amend this Section 8.05 without the written consent of each Lender,
(vi) change Section 2.14(c), Section 2.14(d) or Section 8.04 in a manner that
would alter the pro rata sharing of payments required thereby without the
written consent of each Lender, or (vii) change the percentage of the
Commitments or the number of Lenders which shall be required for the Lenders or
any of them to take any action under this Section 8.05 or any other provision of
this Agreement without the written consent of each Lender. Notwithstanding the
foregoing, so long as no Default or Event of Default has occurred and is
continuing, (a) the Expiration Date of any Letter of Credit may be extended with
the consent of the applicable Issuing Lender and the Borrower to a date not
later than the seventh Business Day prior to the Commitment Termination Date,
and (b) any Letter of Credit may be amended in any other manner with the consent
of the applicable Issuing Lender and the Borrower so long as such Letter of
Credit, as so amended, complies with Section 2.07 of this Agreement.

      SECTION 8.06. Successors and Assigns.

            (a) Binding Agreement. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, except that the Borrower may not assign or otherwise
transfer any of its rights under this Agreement without the consent of each
Lender.

            (b) Successors and Assigns. (i) Each Lender may assign to one or
more banks or other entities all or a portion of its rights and obligations
under this Agreement (including, without limitation, all or a portion of its
Commitments and the Revolving Advances and LC Exposure held by it); provided,
however, that (A) each such assignment shall be of a constant, and not a
varying, percentage of all rights and obligations under this Agreement, (B) the
aggregate amount of the Commitments, Revolving Advances and LC Exposure of the
assigning Lender being assigned pursuant to each such assignment shall (1) not
be less than $5,000,000 and shall be an integral multiple of $1,000,000 or (2)
be the remaining amount of such Lender's Commitments, Revolving Advances and LC
Exposure, (C) each such assignment and proposed assignee is subject to the prior
written consent of the Administrative Agent, the Issuing Lenders and, so long as
no Default has occurred and is continuing, the Borrower (which consents shall
not be unreasonably withheld); provided, however, that the consent of the
Administrative Agent, the Issuing Lenders and the Borrower shall not be required
with respect to any such assignment by any Lender to (x) an Affiliate of such
Lender, (y) an Approved Fund or (z) another Lender, and (D) the assigning Lender
shall pay or cause to be paid to the Administrative Agent a processing and
recordation fee of $3,500. For each assignment, the parties to such assignment
shall execute and deliver to the Administrative Agent for its acceptance and
recording an Assignment and Assumption Agreement, together with such forms,
certificates or other evidence, if any, with respect to United States federal
income tax withholding matters as the assignee under such Assignment and
Assumption Agreement may be required to deliver pursuant to Section 2.16. Upon
such execution, delivery, acceptance and recording by the Administrative Agent,
from and after the effective date specified in such Assignment and Assumption
Agreement, the assignee thereunder shall be a party hereto and, to the extent
provided in such Assignment and Assumption Agreement, the assignor Lender
thereunder shall be released from its obligations under the Loan

                                       56

<PAGE>

Documents. From and after the effective date of any such assignment (1) the
assignee thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such assignment, have
(in addition to any such rights and obligations theretofore held by it) the
rights and obligations of a Lender hereunder, shall have Commitments equal to
the Commitments assigned to it (in addition to any Commitments theretofore held
by it), and shall have LC Exposure and Revolving Advances equal to the LC
Exposure and Revolving Advances assigned to it (in addition to any LC Exposure
and Revolving Advances theretofore held by it) and (2) the assignor thereunder
shall, to the extent that rights and obligations hereunder have been assigned by
it pursuant to such assignment, relinquish its rights (other than any rights
which survive the termination of this Agreement under Section 8.03) and be
released from its obligations under this Agreement (and, in the case of an
assignment covering all or the remaining portion of an assigning Lender's rights
and obligations under this Agreement, such Lender shall cease to be a party
hereto). From time to time, at the request of any Lender, the Administrative
Agent shall notify the Lenders of the current Commitments of all Lenders.

            (c) Sub-Participations. Subject to Section 8.06(d), a Lender may at
any time grant sub-participations to one or more banks or other entities in or
to all or any part of its rights and obligations under this Agreement, and to
the extent of any such sub-participation (unless otherwise stated therein and
except as provided below) the purchaser of such sub-participation shall, to the
fullest extent permitted by law, have the same rights and benefits hereunder as
it would have if it were such Lender hereunder; provided, however, that (i) the
Borrower, the Issuing Lenders and the Administrative Agent shall be entitled to
continue to deal solely with the granting Lender regarding notices, demands,
payments, payment instructions and any other matters arising pursuant to this
Agreement, and (ii) the Lender granting such sub-participation shall continue to
be liable for all of its obligations under this Agreement, including, without
limitation, the reimbursement obligations of such Lender under Section 2.09. Any
agreement pursuant to which any Lender may grant such a participating interest
shall provide that such Lender shall retain the sole right and responsibility to
enforce the obligations of the Borrower hereunder, including, without
limitation, the right to approve any amendment, modification or waiver of any
provision of this Agreement; provided that such sub-participation agreement may
provide that such Lender will not agree to any modification, amendment or waiver
of this Agreement described in clause (i), (ii), (iii) or (iv) of Section 8.05
without the consent of the participant. Each Lender agrees to notify the
Borrower and the Administrative Agent of the amount of each such
sub-participation and the identity of each such sub-participant.

            (d) Lender Treated as Owner. The Administrative Agent, the Issuing
Lenders and the Borrower may, for all purposes of this Agreement, treat any
Lender as the owner and holder of LC Exposure and Revolving Advances until
written notice of assignment shall have been received by them.

            (e) No Right to Greater Payment. No assignee, participant or other
transferee of any Lender's rights shall be entitled to receive any greater
payment under Section 2.17 than such Lender would have been entitled to receive
with respect to the rights transferred, unless such transfer is made (i) with
the Borrower's prior written consent (which consent shall not be unreasonably
withheld) or by reason of the provisions of this Agreement requiring such Lender
to designate a different Lending Office under certain circumstances, or (ii) at
a time when the circumstances giving rise to such greater payment did not exist.

                                       57

<PAGE>

            (f) Assignment to Federal Reserve Bank. Notwithstanding any other
provision set forth in this Agreement, any Lender may at any time assign or
pledge all or any portion of its rights under this Agreement or any other Loan
Document in favor of any Federal Reserve Bank in accordance with Regulation A of
the Board of Governors of the Federal Reserve System.

      SECTION 8.07. Collateral.

      Each of the Lenders represents to the Administrative Agent and each of the
other Lenders that it in good faith is not relying upon any "margin stock" (as
defined in Regulation U) as collateral in the extension or maintenance of the
credit provided for in this Agreement.

      SECTION 8.08. California Law.

      This Agreement shall be construed in accordance with and governed by the
law of the State of California.

      SECTION 8.09. Counterparts; Effectiveness. This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.

      SECTION 8.10. Confidentiality.

      In accordance with normal procedures regarding proprietary information
supplied by customers, each of the Lenders agrees to keep confidential
information relating to the Borrower or any Subsidiary received pursuant to or
in connection with this Agreement and the transactions contemplated hereby,
provided that nothing herein shall be construed to prevent the Administrative
Agent, any Issuing Lender or any Lender from disclosing such information (i)
upon the order of any court or administrative agency, (ii) upon the request or
demand of any regulatory agency or authority having jurisdiction over the
Administrative Agent, such Issuing Lender or such Lender, (iii) which has been
publicly disclosed, (iv) which has been lawfully obtained by any of the Lenders
from a Person other than the Borrower, any Subsidiary, the Administrative Agent,
any Issuing Lender or any other Lender, (v) to any participant in or assignee
of, or prospective participant in or assignee of, all or any part of the rights
and obligations of the Administrative Agent, such Issuing Lender or such Lender
under this Agreement (provided that such participant or assignee, or prospective
participant or assignee, agrees to comply with the confidentiality requirements
set forth in this Section 8.10), (vi) to the Administrative Agent's, such
Issuing Lender's or such Lender's independent auditors or outside legal counsel,
(vii) to its Affiliates, (viii) to any other party to this Agreement or (ix) to
the extent required in connection with any litigation relating to this Agreement
to which the Administrative Agent, such Issuing Lender or such Lender is a party
(and the Administrative Agent, such Issuing Lender or such Lender shall use its
commercially reasonable efforts to give prior notice of any such disclosure
under this clause (ix) to the extent permitted by applicable law).

      SECTION 8.11. Captions.

      All Section headings are inserted for convenience of reference only and
shall not be used in any way to modify, limit, construe or otherwise affect this
Agreement.

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<PAGE>
      SECTION 8.12. Severability.

      Every provision of the Loan Documents is intended to be severable, and if
any term or provision thereof shall be invalid, illegal or unenforceable for any
reason, the validity, legality and enforceability of the remaining provisions
thereof shall not be affected or impaired thereby, and any invalidity,
illegality or unenforceability in any jurisdiction shall not affect the
validity, legality or enforceability of any such term or provision in any other
jurisdiction.

      SECTION 8.13. Integration.

      All exhibits to a Loan Document shall be deemed to be a part thereof. The
Loan Documents embody the entire agreement and understanding among the Borrower,
the Administrative Agent, the Issuing Lenders and the Lenders with respect to
the subject matter thereof and supersede all prior agreements and understandings
among the Borrower, the Administrative Agent and the Lenders with respect to the
subject matter thereof.

      SECTION 8.14. Consent to Jurisdiction.

      The Borrower and each of the Credit Parties hereby irrevocably submit to
the jurisdiction of any California State or Federal court sitting in the City of
Los Angeles over any suit, action or proceeding arising out of or relating to
the Loan Documents. The Borrower and each of the Credit Parties hereby
irrevocably waive, to the fullest extent permitted or not prohibited by law, any
objection which any of them may now or hereafter have to the laying of the venue
of any such suit, action or proceeding brought in such a court and any claim
that any such suit, action or proceeding brought in such a court has been
brought in an inconvenient forum.

      SECTION 8.15. Service of Process.

      The Borrower hereby agrees that process may be served against it in any
suit, action or proceeding referred to in Section 8.14 by sending the same by
first class mail, return receipt requested or by overnight courier service, to
the address of the Borrower described in Section 8.01(a) or in the applicable
Loan Document executed by the Borrower. The Borrower hereby agrees that any such
service (i) shall be deemed in every respect effective service of process upon
it in any such suit, action, or proceeding, and (ii) shall to the fullest extent
enforceable by law, be taken and held to be valid personal service upon and
personal delivery to it.

      SECTION 8.16. No Limitation on Service or Suit.

      Nothing in the Loan Documents or any modification, waiver, consent or
amendment thereto shall affect the right of the Administrative Agent, any
Issuing Lender, any Lender or another Credit Party to serve process in any
manner permitted by law or limit the right of the Administrative Agent, any
Issuing Lender, any Lender or another Credit Party to bring proceedings against
the Borrower in the courts of any jurisdiction or jurisdictions in which the
Borrower may be served.

                                       59

<PAGE>

      SECTION 8.17. WAIVER OF TRIAL BY JURY.

      EACH CREDIT PARTY AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE ANY RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THE LOAN DOCUMENTS
OR THE TRANSACTIONS CONTEMPLATED THEREIN. FURTHER, THE BORROWER HEREBY CERTIFIES
THAT NO REPRESENTATIVE OR AGENT OF ANY CREDIT PARTY, OR COUNSEL TO THE
ADMINISTRATIVE AGENT OR ANY OTHER CREDIT PARTY, HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT THE ADMINISTRATIVE AGENT OR ANY OTHER CREDIT PARTY WOULD NOT, IN
THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL
PROVISION. THE BORROWER ACKNOWLEDGES THAT THE CREDIT PARTIES HAVE BEEN INDUCED
TO ENTER INTO THIS AGREEMENT BY, INTER ALIA, THE PROVISIONS OF THIS SECTION
8.17.

      SECTION 8.18. Usury Savings Clause.

      Notwithstanding any other provision herein or in any other Loan Document,
the total liability for payments in the nature of interest shall not exceed the
applicable limits imposed by any applicable federal or state interest rate laws.
If any payments in the nature of interest, additional interest and other charges
made hereunder or under any of the other Loan Documents are held to be in excess
of the applicable limits imposed by any applicable federal or state law, the
amount held to be in excess shall be considered payment of principal on the
Obligations and the indebtedness evidenced thereby shall be reduced by such
amount so that the total liability for payments in the nature of interest,
additional interest and other charges shall not exceed applicable limits imposed
by any applicable federal or state interest rate laws.

      SECTION 8.19. Judgment Currency.

            (a) If for the purposes of obtaining judgment in any court it is
necessary to convert a sum due hereunder in Dollars into another currency under
this Agreement or any other Loan Document, the parties hereto agree, to the
fullest extent that they may effectively do so, that the rate of exchange used
will be that at which in accordance with normal banking procedures the
Administrative Agent could purchase Dollars with such other currency in the City
of San Francisco at 10:00 a.m. (San Francisco time) on the Business Day
preceding that on which final judgment is given.

            (b) The Borrower's obligations hereunder shall be required to be
satisfied in Dollars. The obligation of the Borrower in respect of any sum due
from it to any Credit Party hereunder will, notwithstanding any judgment in a
currency other than Dollars, be discharged only to the extent the recipient
thereof may in accordance with normal banking procedures purchase Dollars (after
subtracting all expenses incurred in converting such currency to Dollars) with
such other currency on the Business Day immediately following such receipt; if
the Dollars so purchased are less than the sum originally due to the recipient
in Dollars, the Borrower agrees, as a separate obligation and notwithstanding
any judgment, to indemnify the recipient against such loss, and, if the Dollars
so purchased exceed the sum originally due to the recipient in

                                       60

<PAGE>
Dollars, the recipient agrees to remit to the Borrower such excess (after
subtracting all expenses incurred in converting such currency to Dollars).

            (c) The agreements in this Section 8.19 shall survive payment of any
such judgment.

      SECTION 8.20. USA PATRIOT Act. Each Lender hereby notifies the Borrower
that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)) (the "Patriot Act"), it is required
to obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information
that will allow such Lender to identify the Borrower in accordance with the
Patriot Act. The Borrower will, and will cause each of its Subsidiaries to,
provide, to the extent commercially reasonable or required by requirements of
law, such information and take such actions as are reasonably requested by
Administrative Agent, any Joint Lead Arranger, any Issuing Lender or any Lender
to assist the Administrative Agent, the Joint Lead Arrangers, the Issuing
Lenders and the Lenders in maintaining compliance with the Patriot Act.

                            [signature pages follow]

                                       61

<PAGE>

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

                                      FLUOR CORPORATION,
                                      as the Borrower

                                      By: ___________________________________
                                             J.M. Oliva
                                             Vice President and Treasurer

                                      Address:

                                      One Enterprise Drive
                                      Aliso Viejo, California 92656-2606
                                      Attention: Vice President and Treasurer
                                      Telecopier: (949) 349-3880
                                      Electronic Mail:  Joanna.Oliva@fluor.com
                                      Website Address:  www.fluor.com

<PAGE>

                                      BNP PARIBAS, as Administrative Agent, an
                                      Issuing Lender, and as a Lender

                                      By: ___________________________________
                                          Name:
                                          Title:

                                      By: ___________________________________
                                          Name:
                                          Title:

                                      Lending Office:

                                      BNP Paribas
                                      919 Third Avenue
                                      3rd Floor
                                      New York, New York 10022

                                      Addresses for Notices to BNPP as
                                      Administrative Agent:

                                      BNP Paribas
                                      One Front Street, 23rd Floor
                                      San Francisco, California 94111
                                      Attention: Nicholas Rogers
                                      Telecopier: (415) 291-0563
                                      Electronic Mail:
                                      nicholas.rogers@americas.bnpparibas.com

                                      With copies to:

                                      BNP Paribas
                                      787 Seventh Avenue
                                      New York, New York 10019
                                      Attention: Roxan Philips
                                      Telecopier: 212 841 2682
                                      Electronic Mail:
                                      roxan.philips@americas.bnpparibas.com

                                      BNP Paribas
                                      919 Third Avenue
                                      3rd Floor
                                      New York, New York 10022
                                      Attention: Gabriel Candamo
                                      Telecopier: 212 841 2682
                                      Electronic Mail:
                                      gabriel.candamo@americas.bnpparibas.com

<PAGE>

                                      Attention: Thomas Kunz
                                      Telecopier: 212 471 6695
                                      Electronic Mail:
                                      thomas.kunz@americas.bnpparibas.com

                                      Addresses for Notices to BNPP as an
                                      Issuing Lender and for Other Notices
                                      relating to Letters of Credit:

                                      BNP Paribas
                                      One Front Street, 23rd Floor
                                      San Francisco, California 94111
                                      Attention: Nicholas Rogers
                                      Telecopier: (415) 291-0563
                                      Electronic Mail:
                                      nicholas.rogers@americas.bnpparibas.com

                                      With copies to:

                                      BNP Paribas
                                      919 Third Avenue
                                      3rd Floor
                                      New York, New York 10022
                                      Attention: Phil Desimone
                                      Telecopier: 212 471 6996
                                      Electronic Mail:
                                      phil.desimone@americas.bnpparibas.com

                                      Attention: Michael Houston
                                      Telecopier: 212 471 6996
                                      Electronic Mail:
                                      michael.houston@americas.bnpparibas.com

                                      Attention: Lucrece Francois
                                      Telecopier: 212 471 6996
                                      Electronic Mail:
                                      lucrece.francois@americas.bnpparibas.com

<PAGE>

                                      BANK OF AMERICA, N.A.,
                                      as a Co-Syndication Agent and as a Lender

                                      By: ___________________________________
                                      Name:
                                      Title:

                                      Lending Office:

                                      Address for Notices:

<PAGE>

                                      CITICORP USA, INC.,
                                      as a Co-Syndication Agent

                                      By: ___________________________________
                                      Name:
                                      Title:

                                      Address for Notices:
                                      _______________________________________
                                      _______________________________________
                                      Attention: ____________________________
                                      Telecopier: (___) _____________________
                                      Electronic Mail: