<PAGE>

                                                                    EXHIBIT 4.01

                                CREDIT AGREEMENT

      ($100,000,000 REVOLVING LOAN FACILITY WITH ACCORDION TO $125,000,000)

                            DATED AS OF JULY 1, 2003

                                      AMONG

                        OCEANEERING INTERNATIONAL, INC.,

                                  AS BORROWER,

                  WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION,

            AS ADMINISTRATIVE AGENT AND LEAD ARRANGER AND AS A LENDER
                                 AND L/C ISSUER,

                                 HSBC BANK USA,
                             AS DOCUMENTATION AGENT,

                                 COMERICA BANK,
                              AS SYNDICATION AGENT

                                       AND

                       THE OTHER LENDERS NOW OR HEREAFTER

                                 PARTIES HERETO

<PAGE>

<TABLE>
<S>      <C>                                                                                                   <C>
1.       Definitions.......................................................................................     1
         1.1      Certain Defined Terms....................................................................     1
         1.2      Miscellaneous............................................................................    19

2.       Commitments and Credit Extensions.................................................................    19
         2.1      Revolving Loans..........................................................................    19
         2.2      Swing Line Loans.........................................................................    20
         2.3      Letters of Credit........................................................................    22
         2.4      Terminations or Reductions of Commitments................................................    29
         2.5      Fees.....................................................................................    30
         2.6      Several Obligations......................................................................    30
         2.7      Notes....................................................................................    30
         2.8      Use of Proceeds..........................................................................    31
         2.9      Increase of Commitments..................................................................    31
         2.10     Non-Application of Chapter 346 of Texas Finance Code.....................................    32

3.       Borrowings, Payments, Prepayments and Interest Options............................................    32
         3.1      Borrowings...............................................................................    32
         3.2      Payments; Prepayments....................................................................    32
         3.3      Interest Options.........................................................................    33

4.       Payments; Pro Rata Treatment; Computations, Etc...................................................    37
         4.1      Payments.................................................................................    37
         4.2      Pro Rata Treatment.......................................................................    39
         4.3      Certain Actions, Notices, Etc............................................................    39
         4.4      Non-Receipt of Funds by Agent............................................................    40
         4.5      Sharing of Payments, Etc.................................................................    40

5.       Conditions Precedent to Credit Extensions.........................................................    41
         5.1      Initial Credit Extensions................................................................    41
         5.2      All Credit Extensions....................................................................    42

6.       Representations and Warranties....................................................................    42
         6.1      Organization.............................................................................    42
         6.2      Financial Statements.....................................................................    42
         6.3      Enforceable Obligations; Authorization...................................................    43
         6.4      Other Debt...............................................................................    43
         6.5      Litigation...............................................................................    43
         6.6      Taxes....................................................................................    43
         6.7      Regulations U and X......................................................................    43
         6.8      Subsidiaries.............................................................................    44
         6.9      No Untrue or Misleading Statements.......................................................    44
         6.10     ERISA....................................................................................    44
         6.11     Investment Company Act...................................................................    44
         6.12     Public Utility Holding Company Act.......................................................    44
</TABLE>

                                      - 2 -

<PAGE>

<TABLE>
<S>      <C>                                                                                                   <C>
         6.13     Fiscal Year..............................................................................    44
         6.14     Compliance...............................................................................    44
         6.15     Environmental Matters....................................................................    44
         6.16     Tax Shelter Regulations..................................................................    45

7.       Affirmative Covenants.............................................................................    45
         7.1      Taxes, Existence, Regulations, Property, Etc.............................................    45
         7.2      Financial Statements and Information.....................................................    46
         7.3      Financial Tests..........................................................................    46
         7.4      Inspection...............................................................................    47
         7.5      Further Assurances.......................................................................    47
         7.6      Books and Records........................................................................    47
         7.7      Insurance................................................................................    47
         7.8      Notice of Certain Matters................................................................    47
         7.9      Capital Adequacy.........................................................................    48
         7.10     ERISA Information and Compliance.........................................................    48

8.       Negative Covenants................................................................................    49
         8.1      Limitations on Indebtedness and Preferred Stock of Restricted Subsidiaries...............    49
         8.2      Priority Liabilities.....................................................................    49
         8.3      Limitations on Liens.....................................................................    50
         8.4      Dividends, Stock Purchases and Restricted Investments....................................    53
         8.5      Mergers, Consolidations and Sales of Assets..............................................    54
         8.6      Limitation on Restricted Agreements......................................................    57
         8.7      Nature of Business.......................................................................    58
         8.8      Transactions with Affiliates.............................................................    58
         8.9      Designation of Subsidiaries, Etc.........................................................    58

9.       Defaults..........................................................................................    59
         9.1      Events of Default........................................................................    59
         9.2      Right of Setoff..........................................................................    61
         9.3      Remedies Cumulative......................................................................    62

10.      Agent.............................................................................................    62
         10.1     Appointment, Powers and Immunities.......................................................    62
         10.2     Reliance.................................................................................    63
         10.3     Defaults.................................................................................    63
         10.4     Material Written Notices.................................................................    64
         10.5     Rights as a Lender.......................................................................    64
         10.6     Indemnification..........................................................................    64
         10.7     Non-Reliance on Agent and Other Lenders..................................................    64
         10.8     Failure to Act...........................................................................    65
         10.9     Resignation or Removal of Agent..........................................................    65
         10.10    No Partnership...........................................................................    65
         10.11    Authority of Agent.......................................................................    66
</TABLE>

                                      - 3 -

<PAGE>

<TABLE>
<S>      <C>                                                                                                   <C>
         10.12    Documentation Agent and Syndication Agent................................................    66

11.      Miscellaneous.....................................................................................    66
         11.1     Waiver...................................................................................    66
         11.2     Notices..................................................................................    66
         11.3     Expenses, Etc............................................................................    66
         11.4     Indemnification..........................................................................    67
         11.5     Amendments, Etc..........................................................................    68
         11.6     Successors and Assigns...................................................................    68
         11.7     Limitation of Interest...................................................................    71
         11.8     Survival.................................................................................    71
         11.9     Captions.................................................................................    72
         11.10    Counterparts.............................................................................    72
         11.11    Governing Law............................................................................    72
         11.12    Severability.............................................................................    72
         11.13    Tax Forms................................................................................    72
         11.14    Conflicts Between This Agreement and the Other Loan Documents............................    72
         11.15    Limitation on Charges; Substitute Lenders; Non-Discrimination............................    73
         11.16    Confidentiality..........................................................................    73
         11.17    Waiver of Right to Trial by Jury.........................................................    74
         11.18    NOTICE PURSUANT TO TEX. BUS. & COMM. CODE SECTION 26.02..................................    74
</TABLE>

EXHIBITS

         A -- Request for Extension of Credit

         B -- Rate Designation Notice

         C -- Revolving Note

         D -- Assignment and Acceptance

         E -- Compliance Certificate

         F -- Subsidiaries

         G -- Existing Affiliates

         H -- Existing Investments

         I -- Existing Indebtedness and Liens

         J -- Swing Line Note

                                      - 4 -

<PAGE>

                                CREDIT AGREEMENT

         THIS CREDIT AGREEMENT (this "Agreement") is made and entered into as of
July 1, 2003 (the "Effective Date"), by and among OCEANEERING INTERNATIONAL,
INC., a Delaware corporation (together with its permitted successors and
assigns, herein called the "Borrower"); each of the lenders which is or may from
time to time become a party hereto (individually, a "Lender" and, collectively,
the "Lenders"); HSBC BANK USA, as Documentation Agent; COMERICA BANK, as
Syndication Agent and WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION ("Wells
Fargo"), a national banking association, as administrative agent and lead
arranger (in such capacity, together with its successors in such capacity, the
"Administrative Agent" or "Agent").

         The parties hereto agree as follows:

1.       DEFINITIONS.

         1.1      Certain Defined Terms.

         In this Agreement, terms defined above shall have the meanings ascribed
to them above. Unless a particular term, word or phrase is otherwise defined or
the context otherwise requires, capitalized terms, words and phrases used herein
or in the Loan Documents (as hereinafter defined) have the following meanings
(all definitions that are defined in this Agreement or in the Loan Documents in
the singular have the same meanings when used in the plural and vice versa):

         "Additional Interest" means the aggregate of all amounts accrued or
paid pursuant to the Notes or any of the other Loan Documents (other than
interest on the Notes at the Stated Rate) which, under applicable laws, are or
may be deemed to constitute interest on the indebtedness evidenced by the Notes
or any other amounts owing under any Loan Document.

         "Adjusted LIBOR" means, with respect to each Interest Period applicable
to a LIBOR Borrowing, a rate per annum equal to the quotient, expressed as a
percentage, of (a) LIBOR with respect to such Interest Period divided by (b)
1.0000 minus the Eurodollar Reserve Requirement in effect on the first day of
such Interest Period.

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

         "Affiliate" means any Person controlling, controlled by or under common
control with any other Person. For purposes of this definition, "control"
(including "controlled by" and "under common control with") means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities or otherwise.

         "Aggregate Commitments" means the aggregate amount of the Commitments
of all the Lenders, which initially shall be $100,000,000, but which may be
increased pursuant to Section 2.9 hereof.

         "Agreement" means this Credit Agreement, as it may from time to time be
amended, modified, restated or supplemented.

                                      - 1 -

<PAGE>

         "Annual Financial Statements" means the consolidated annual financial
statements of Borrower and its Subsidiaries, including all notes thereto, which
statements shall include a consolidated balance sheet as of the end of the
fiscal year relating thereto and a consolidated income statement and a
consolidated statement of cash flows for such fiscal year, all setting forth in
comparative form the corresponding figures from the previous fiscal year, all
prepared in conformity with GAAP in all material respects, and accompanied by
the opinion of independent certified public accountants of recognized national
standing, which shall state that such financial statements present fairly in all
material respects the consolidated financial position of the applicable Persons
as of the date thereof and the results of consolidated operations of the
applicable Persons for the period covered thereby in conformity with GAAP. As
long as Borrower files an annual report on Form 10-K with the Securities and
Exchange Commission, such report and related financial statements, including
notes thereto and opinion of independent certified public accountants, included
thereon shall be considered the "Annual Financial Statements".

         "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 Acceptance" shall have the meaning ascribed to such
term in Section 11.6(b) hereof.

         "Bankruptcy Code" means the United States Bankruptcy Code, as amended,
and any successor statute.

         "Base Rate" means for any day a rate per annum equal to the lesser of
(a) the then applicable Margin Percentage from time to time in effect plus the
greater of (1) the Prime Rate for that day and (2) the Federal Funds Rate for
that day plus 1/2 of 1% or (b) the Ceiling Rate. If for any reason Agent shall
have determined (which determination shall be prima facie evidence of the
correctness thereof) that it is unable to ascertain the Federal Funds Rate for
any reason, including, without limitation, the inability or failure of Agent to
obtain sufficient quotations in accordance with the terms hereof, the Base Rate
shall, until the circumstances giving rise to such inability no longer exist, be
the lesser of (a) the Prime Rate plus the then applicable Margin Percentage from
time to time in effect or (b) the Ceiling Rate.

         "Base Rate Borrowing" means that portion of the principal balance of
the Loans at any time bearing interest at the Base Rate.

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

         "Business Day" means any day other than a day on which commercial banks
are authorized or required to close in Houston, Texas.

         "Capitalized Lease" means any lease the obligation for Rentals with
respect to which is required to be capitalized on a consolidated balance sheet
of the lessee and its subsidiaries in accordance with GAAP.

         "Ceiling Rate" means, on any day, with respect to any Lender, the
maximum nonusurious rate of interest, if any, permitted for that day under the
law then applicable to such Lender, stated

                                      - 2 -

<PAGE>

as a rate per annum. On each day, if any, that the Texas Finance Code
establishes the Ceiling Rate for any Lender, the Ceiling Rate for such Lender
shall be the "weekly ceiling" (as defined in Section 303 of the Texas Finance
Code) for that day. Agent may from time to time, as to current and future
balances, implement any other ceiling under the Texas Finance Code by notice to
Borrower, if and to the extent applicable to any Lender and permitted by the
Texas Finance Code. Without notice to Borrower or any other person or entity,
the Ceiling Rate shall automatically fluctuate upward and downward as and in the
amount by which such maximum nonusurious rate of interest permitted by
applicable law fluctuates. Notwithstanding any choice of law set forth herein or
in any other Loan Document, to the maximum extent permitted under applicable
laws, any Lender may elect to have the usury laws of another jurisdiction apply
to the Note and the Loans held by such Lender.

         "Change of Control" shall be deemed to have occurred if any person (as
such term is used in Section 13(d) and Section 14(d)(2) of the Exchange Act as
in effect on the date of the Closing) or related persons constituting a group
(as such term is used in Rule 13d-5 under the Exchange Act), other than an
Affiliate described on Exhibit G, (i) become the "beneficial owners" (as such
term is used in Rule 13d-3 under the Exchange Act as in effect on the date
hereof), directly or indirectly, of more than 50% of the total voting power of
all classes then outstanding of Borrower's Voting Stock, or (ii) acquire after
the date hereof (x) the power to elect, appoint or cause the election or
appointment of at least a majority of the members of the board of directors of
Borrower, through beneficial ownership of the capital stock of Borrower or
otherwise, or (y) all or substantially all of the properties and assets of
Borrower.

         "Code" means the Internal Revenue Code of 1986, as amended, as now or
hereafter in effect, together with all regulations, rulings and interpretations
thereof or thereunder by the Internal Revenue Service.

         "Commitment" means, as to any Lender, the obligation, if any, of such
Lender to (a) make Revolving Loans pursuant to Section 2.1, (b) purchase
participations in L/C Obligations, and (c) purchase participations in Swing Line
Loans, in an aggregate principal amount at any one time outstanding up to (but
not exceeding) the amount, if any, set forth opposite such Lender's name on the
signature pages hereof under the caption "Commitment", or otherwise provided for
in an Assignment and Acceptance Agreement (as the same may be reduced from time
to time pursuant to Section 2.4 hereof).

         "Commitment Percentage" means, as to any Lender, the percentage
equivalent of a fraction the numerator of which is the amount of such Lender's
Commitment (or if the Commitments and the obligation of the L/C Issuer to make
L/C Credit Extensions have terminated, such Lender's outstanding Loans and L/C
Obligations) and the denominator of which is the Aggregate Commitments (or if
the Commitments and the obligation of the L/C Issuer to make L/C Credit
Extensions have terminated, the aggregate amount of all outstanding Loans and
L/C Obligations).

         "Compliance Certificate" shall have the meaning given to it in Section
7.2(c) hereof.

         "Consolidated Adjusted Net Worth" means as of the date of any
determination thereof Consolidated Net Worth excluding, to the extent included
in the determination of Consolidated Net Worth, any accumulated foreign currency
translation adjustments or impairments as determined in accordance with GAAP.

                                      - 3 -

<PAGE>

         "Consolidated EBITDA" for any period means the sum of (a)(i)
Consolidated Net Income during such period plus (to the extent deducted in
determining Consolidated Net Income), (ii) all provisions for any Federal, state
or local income taxes made by Borrower and its Restricted Subsidiaries during
such period, (iii) all provisions for depreciation and amortization (other than
amortization of debt discount) made by Borrower and its Restricted Subsidiaries
during such period, (iv) any other non-cash charge to the extent such non-cash
charge reduces Consolidated Net Income (as reduced by any adjustment for the
amount of cash pay-outs of non-cash charges from prior fiscal periods), and (v)
Consolidated Interest Expense during such period, minus (b) any gains or losses
on the sale or other disposition of Investments or fixed or capital investments
(other than gains or losses in the ordinary course of business as determined in
accordance with GAAP), and any taxes on such excluded gains and any tax
deductions or credits on account of any such excluded losses, all determined on
a consolidated basis in accordance with GAAP.

         "Consolidated Indebtedness" means all Indebtedness of Borrower and its
Restricted Subsidiaries, determined on a consolidated basis eliminating
intercompany items.

         "Consolidated Interest Expense" means for any period all interest
(including the interest component on Rentals on Capitalized Leases) and all
amortization of debt discount and expense on any particular Indebtedness
(including, without limitation, payment-in-kind, zero coupon and other like
Securities) of Borrower and its Restricted Subsidiaries for which such
calculations are being made as determined in accordance with GAAP. Computations
of Consolidated Interest Expense on a pro-forma basis for Indebtedness having a
variable interest rate shall be calculated at the rate in effect on the date of
any determination.

         "Consolidated Net Income" for any period means the gross revenues of
Borrower and its Restricted Subsidiaries for such period less all expenses and
other proper charges (including taxes on income), determined on a consolidated
basis after eliminating earnings or losses attributable to outstanding Minority
Interests, but excluding in any event:

                  (a)      the proceeds of any life insurance policy;

                  (b)      net earnings and losses of any Restricted Subsidiary
         of Borrower accrued prior to the date it became a Restricted Subsidiary
         of Borrower;

                  (c)      net earnings and losses of any Corporation (other
         than a Restricted Subsidiary of Borrower), substantially all the assets
         of which have been acquired in any manner by Borrower or any of its
         Restricted Subsidiaries, realized by such Corporation prior to the date
         of such acquisition;

                  (d)      net earnings and losses of any Corporation (other
         than a Restricted Subsidiary of Borrower) with which Borrower or a
         Restricted Subsidiary of Borrower shall have consolidated or which
         shall have merged into or with Borrower or a Restricted Subsidiary of
         Borrower prior to the date of such consolidation or merger;

                  (e)      net earnings of any business entity (other than a
         Restricted Subsidiary of Borrower) in which Borrower or any Restricted
         Subsidiary of Borrower has an ownership interest unless such net
         earnings shall have actually been received by Borrower or such
         Restricted Subsidiary of Borrower in the form of cash distributions;

                                      - 4 -

<PAGE>

                  (f)      any portion of the net earnings of any Restricted
         Subsidiary of Borrower which for any reason is unavailable for payment
         of dividends to Borrower or any other Restricted Subsidiary of
         Borrower;

                  (g)      earnings and losses resulting from any reappraisal,
         revaluation, write-up or write-down of assets other than in the
         ordinary course of business;

                  (h)      any reversal of any contingency reserve to the extent
         such contingency reserve was taken prior to the date of the Effective
         Date, but including in any determination of Consolidated Net Income
         changes in estimates made in accordance with GAAP; and

                  (i)      any other extraordinary gain or loss, including,
         without limitation, the cumulative effect of changes to GAAP.

         "Consolidated Net Worth" means, as of the date of any determination
thereof the amount of the capital stock accounts (net of treasury stock, at
cost) plus (or minus in the case of a deficit) the surplus in retained earnings
of Borrower and its Restricted Subsidiaries as determined in accordance with
GAAP.

         "Consolidated Total Capitalization" means as of the date of the end of
the most recent prior fiscal quarter, the sum of (a) Consolidated Indebtedness
plus (b) Consolidated Adjusted Net Worth.

         "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 Borrower, are treated as a single employer
under Section 414 of the Code.

         "Corporation" means any corporation, limited liability company,
partnership, joint venture, joint stock association, business trust and other
business entity.

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

         "Debt to Capitalization Ratio" means, as of any day, the ratio,
expressed as a percentage, of (a) Consolidated Indebtedness as of such date to
(b) Consolidated Total Capitalization as of such date.

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

         "Distribution" in respect of Borrower and its Restricted Subsidiaries
means:

                           (a)      dividends or other distributions on capital
                  stock (including, without limitation, preferred stock) of a
                  corporation (except dividends or other distributions payable
                  solely in shares of common stock of such Corporation and
                  dividends made to Borrower by any of its Restricted
                  Subsidiaries); and

                           (b)      redemption, acquisition or retirement of any
                  shares of its capital stock or warrants, rights or other
                  options to purchase any shares of its capital

                                      - 5 -

<PAGE>

                  stock (other than the redemption, acquisition or retirement by
                  Borrower or any of its Restricted Subsidiaries of any shares
                  of capital stock of a Restricted Subsidiary of Borrower).

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

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

         "Environmental Claim" means any third party (including Governmental
Authorities and employees) action, lawsuit, claim or proceeding (including
claims or proceedings at common law or under the Occupational Safety and Health
Act or similar laws relating to safety of employees) which seeks to impose
liability for (i) noise; (ii) pollution or contamination of the air, surface
water, ground water or land or the clean-up of such pollution or contamination;
(iii) solid, gaseous or liquid waste generation, handling, treatment, storage,
disposal or transportation; (iv) exposure to Hazardous Substances; (v) the
safety or health of employees or (vi) the manufacture, processing, distribution
in commerce or use of Hazardous Substances. An "Environmental Claim" includes,
but is not limited to, a common law action, as well as a proceeding to issue,
modify or terminate an Environmental Permit, or to adopt or amend a regulation
to the extent that such a proceeding attempts to redress violations of an
applicable permit, license, or regulation as alleged by any Governmental
Authority.

         "Environmental Liabilities" means all liabilities arising from any
Environmental Claim, Environmental Permit or Requirement of Environmental Law
under any theory of recovery, at law or in equity, and whether based on
negligence, strict liability or otherwise, including but not limited to:
remedial, removal, response, abatement, investigative, monitoring, personal
injury and damage to Property or injuries to persons, and any other related
costs, expenses, losses, damages, penalties, fines, liabilities and obligations,
and all costs and expenses necessary to cause the issuance, reissuance or
renewal of any Environmental Permit including reasonable attorneys' fees and
court costs.

         "Environmental Permit" means any permit, license, approval or other
authorization under any applicable Legal Requirement relating to pollution or
protection of health or the environment, including laws, regulations or other
requirements relating to emissions, discharges, releases or threatened releases
of pollutants, contaminants or hazardous substances or toxic materials or wastes
into 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 or Hazardous Substances.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and all rules, regulations, rulings and
interpretations adopted by the Internal Revenue Service or the U.S. Department
of Labor thereunder.

         "Eurodollar Rate" means for any day during an Interest Period for a
LIBOR Borrowing a rate per annum equal to the lesser of (a) the sum of (1) the
Adjusted LIBOR in effect on the first

                                      - 6 -

<PAGE>

day of such Interest Period plus (2) the then applicable Margin Percentage from
time to time in effect and (b) the Ceiling Rate. Each Eurodollar Rate is subject
to adjustments as provided for in Sections 3.3(c) and 11.15 hereof.

         "Eurodollar Reserve Requirement" means, on any day, that percentage
(expressed as a decimal fraction and rounded, if necessary, to the next highest
one ten thousandth [.0001]) which is in effect on such day for determining all
reserve requirements (including, without limitation, basic, supplemental,
marginal and emergency reserves) applicable to "Eurocurrency liabilities," as
currently defined in Regulation D. Each determination of the Eurodollar Reserve
Requirement by Agent shall be conclusive and binding, absent manifest error, and
may be computed using any reasonable averaging and attribution method.

         "Event of Default" shall have the meaning assigned to it in Section 9.1
hereof.

         "Facility Fee Percentage" means (i) on any day prior to Agent's receipt
of the Quarterly Financial Statements and Compliance Certificate required by
Sections 7.2(b) and 7.2(c) hereof for the fiscal quarter ending September 30,
2003, 0.20% and (ii) on and after the date of delivery of such Quarterly
Financial Statements and Compliance Certificate, the applicable per annum
percentage set forth at the appropriate intersection in the table shown below,
based on the Debt to Capitalization Ratio as of the last day of the most
recently ended fiscal quarter of Borrower calculated by Agent as soon as
practicable after receipt by Agent of all financial reports required under this
Agreement with respect to such fiscal quarter (including a Compliance
Certificate) (provided, however, that if the Facility Fee Percentage is
increased as a result of the reported Debt to Capitalization Ratio, such
increase shall be retroactive to the date that Borrower was obligated to deliver
such financial reports to Agent pursuant to the terms of this Agreement and
provided further, however, that if the Facility Fee Percentage is decreased as a
result of the reported Debt to Capitalization Ratio, and such financial reports
are delivered to Agent not more than ten (10) calendar days after the date
required to be delivered pursuant to the terms of this Agreement, such decrease
shall be retroactive to the date that Borrower was obligated to deliver such
financial reports to Agent pursuant to the terms of this Agreement):

<TABLE>
<CAPTION>
        DEBT TO CAPITALIZATION RATIO                              FACILITY FEE PERCENTAGE
<S>                                                               <C>
Greater than or equal to 45%                                              0.30%

Greater than or equal to 35% but less than 45%                            0.25%

Less than 35%                                                             0.20%
</TABLE>

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

         "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.

                                      - 7 -

<PAGE>

         "Funding Loss" means, with respect to (a) Borrower's payment of
principal of a LIBOR Borrowing on a day prior to the last day of the applicable
Interest Period; (b) Borrower's failure to borrow a LIBOR Borrowing on the date
specified by Borrower; (c) Borrower's failure to make any prepayment of the
Revolving Loans (other than Base Rate Borrowings) on the date specified by
Borrower, or (d) any cessation of a Eurodollar Rate to apply to the Revolving
Loans or any part thereof pursuant to Section 3.3, in each case whether
voluntary or involuntary, any loss, expense, penalty, premium or liability
actually incurred by any Lender (including but not limited to any loss or
expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by any Lender to fund or maintain a Loan).

         "GAAP" means generally accepted accounting principles as in effect from
time to time in the United States of America.

         "Governmental Authority" means any foreign governmental authority, the
United States of America, any State of the United States, and any political
subdivision of any of the foregoing, and any central bank, agency, department,
commission, board, bureau, court or other tribunal having jurisdiction over
Agent, any Lender, Borrower or their respective Property.

         "Guaranty" means, with respect to any Person, any obligation (except
the endorsement in the ordinary course of business of negotiable instruments for
deposit or collection) of such Person guaranteeing or in effect guaranteeing any
Indebtedness, dividend or other obligation (other than performance obligations
(other than obligations for the payment of borrowed money)) of any other Person
in any manner, whether directly or indirectly, including (without limitation)
obligations incurred through an agreement, contingent or otherwise, by such
Person:

                  (a)      to purchase such Indebtedness or obligation or any
                  property constituting security therefore;

                  (b)      to advance or supply funds (i) for the purchase or
                  payment of such Indebtedness or obligation, or (ii) to
                  maintain any working capital or other balance sheet condition
                  or any income statement condition of any other Person or
                  otherwise to advance or make available funds for the purchase
                  or payment of such Indebtedness or obligation;

                  (c)      to lease properties or to purchase properties or
                  services primarily for the purpose of assuring the owner of
                  such Indebtedness or obligation of the ability of any other
                  Person to make payment of the Indebtedness or obligation; or

                  (d)      otherwise to assure the owner of such Indebtedness or
                  obligation against loss in respect thereof.

In any computation of the Indebtedness or other liabilities of the obligor under
any Guaranty, the Indebtedness or other obligations that are the subject of such
Guaranty shall be assumed to be direct obligations of such obligor.

         "Hazardous Substance" means petroleum products and any hazardous or
toxic waste or substance defined or regulated as such from time to time by any
law, rule, regulation or order described in the definition of "Requirements of
Environmental Law".

                                      - 8 -

<PAGE>

         "Honor Date" has the meaning assigned to it in Section 2.3(c)(i).

         "ICC" has the meaning assigned to it in Section 2.3(h).

         "Increase Effective Date" has the meaning assigned to it in Section
2.9(b).

         "Indebtedness" with respect to any Person means, at any time, without
duplication,

                  (a)      its liabilities for borrowed money;

                  (b)      its liabilities for the deferred purchase price of
         property acquired by such Person (excluding accounts payable arising in
         the ordinary course of business but including all liabilities created
         or arising under any conditional sale or other title retention
         agreement with respect to any such property);

                  (c)      all liabilities appearing on its balance sheet in
         accordance with GAAP in respect of Capitalized Leases;

                  (d)      all liabilities for borrowed money secured by any
         Lien with respect to any property owned by such Person (whether or not
         it has assumed or otherwise become liable for such liabilities);

                  (e)      all its liabilities in respect of standby letters of
         credit or instruments serving a similar function issued or accepted for
         its account by banks and other financial institutions (other than those
         representing obligations for performance guarantees);

                  (f)      Swaps of such Person; and

                  (g)      any Guaranty of such Person with respect to
         liabilities (other than performance guaranties) of a type described in
         any of clauses (a) through (f) hereof;

provided, that in the case of computations of "Indebtedness" of Borrower or any
of its Restricted Subsidiary, notwithstanding clause (d) above, "Indebtedness"
shall not include Indebtedness secured by Liens permitted under Section 8.3(h).

         "Interest Coverage Ratio" means, as of the end of any fiscal quarter,
the ratio of (a) Consolidated EBITDA for the four quarter period preceding such
day to (b) Consolidated Interest Expense for such four quarter period.

         "Interest Options" means the Base Rate and each Eurodollar Rate, and
"Interest Option" means any of them.

         "Interest Payment Dates" means (a) for Base Rate Borrowings, September
30, 2003, and the last day of each March, June, September and December
thereafter prior to the Maturity Date, and the Maturity Date; and (b) for LIBOR
Borrowings, the end of the applicable Interest Period (and if such Interest
Period exceeds three months' duration, quarterly, commencing on the first
quarterly anniversary of the first day of such Interest Period) and the Maturity
Date.

         "Interest Period" means, for each LIBOR Borrowing, a period commencing
on the date such LIBOR Borrowing began and ending on the numerically
corresponding day which is, subject to availability as set forth in Section
3.3(c)(iii), 1, 2, 3 or 6 months thereafter, as

                                      - 9 -

<PAGE>

Borrower shall elect in accordance herewith; provided, (1) unless Agent shall
otherwise consent, no Interest Period with respect to a LIBOR Borrowing shall
commence on a date earlier than three (3) Business Days after this Agreement
shall have been fully executed; (2) any Interest Period with respect to a LIBOR
Borrowing which would otherwise end on a day which is not a LIBOR Business Day
shall be extended to the next succeeding LIBOR Business Day, unless such LIBOR
Business Day falls in another calendar month, in which case such Interest Period
shall end on the next preceding LIBOR Business Day; (3) any Interest Period with
respect to a LIBOR Borrowing which begins on the last LIBOR Business Day of a
calendar month (or on a day for which there is no numerically corresponding day
in the calendar month at the end of such Interest Period) shall end on the last
LIBOR Business Day of the appropriate calendar month, and (4) no Interest Period
for a Loan shall ever extend beyond the Maturity Date.

         "Investments" shall mean all investments, in cash or by delivery of
property, made directly or indirectly in any property or assets or in any
Person, whether by acquisition of shares of capital stock, Indebtedness or other
obligations or Securities or by loan, advance, capital contribution or
otherwise; provided that "Investments" shall not mean or include routine
investments in property to be used or consumed in the ordinary course of
business.

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

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

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

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

         "L/C Obligations" means, as at any date of determination, the aggregate
undrawn amount of all outstanding Letters of Credit plus the aggregate of all
Unreimbursed Amounts, including all L/C Borrowings.

         "Legal Requirement" means any law, statute, ordinance, decree,
requirement, order, judgment, rule, or regulation (or interpretation of any of
the foregoing) of, and the terms of any license or permit issued by, any
Governmental Authority, whether presently existing or arising in the future.

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

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

         "Letter of Credit Expiration Date" means (i) with respect to standby
Letters of Credit, the date that is 12 months after the Maturity Date then in
effect (or, if such day is not a Business Day, the next preceding Business Day)
and (ii) with respect to commercial Letters of Credit, the Maturity Date.

                                     - 10 -

<PAGE>

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

         "LIBOR" means, for each Interest Period for any LIBOR Borrowing, the
rate per annum (rounded upwards, if necessary, to the next higher whole multiple
of 1/100th of 1%) equal to the average of the offered quotations appearing on
Telerate Page 3750 (or if such Telerate Page shall not be available, any
successor or similar service as may be selected by Agent and Borrower) as of
11:00 a.m. central time (or as soon thereafter as practicable) on the day two
LIBOR Business Days prior to the first day of such Interest Period for deposits
in United States dollars having a term comparable to such Interest Period and in
an amount comparable to the principal amount of the LIBOR Borrowing to which
such Interest Period relates. If none of such Telerate Page 3750 nor any
successor or similar service is available, then "LIBOR" shall mean, with respect
to any Interest Period for any applicable LIBOR Borrowing, the rate of interest
per annum, rounded upwards, if necessary, to the next higher whole multiple of
1/100th of 1%, quoted by Agent at or before 11:00 a.m. central time (or as soon
thereafter as practicable), on the date two LIBOR Business Days before the first
day of such Interest Period, to be the arithmetic average of the prevailing
rates per annum at the time of determination and in accordance with the then
existing practice in the applicable market, for the offering to Agent by one or
more prime banks selected by Agent in its sole discretion, in the London
interbank market, of deposits in United States dollars for delivery on the first
day of such Interest Period and having a maturity equal to the length of such
Interest Period and in an amount equal (or as nearly equal as may be) to the
LIBOR Borrowing to which such Interest Period relates. Each determination by
Agent of LIBOR shall be prima facie evidence of the correctness thereof, and may
be computed using any reasonable averaging and attribution method.

         "LIBOR Borrowing" means each portion of the principal balance of the
Revolving Loans at any time bearing interest at a Eurodollar Rate.

         "LIBOR Business Day" means a Business Day on which transactions in
United States dollar deposits between lenders may be carried on in the London
interbank market.

         "Lien" means any mortgage, pledge, charge, encumbrance, security
interest, collateral assignment or other lien or restriction of any kind,
whether based on common law, constitutional provision, statute or contract, and
shall include reservations, exceptions, encroachments, easements, rights of way,
covenants, conditions, restrictions and other title exceptions. For the purposes
of this Agreement, Borrower or any of its Subsidiaries shall be deemed to be the
owner of any property which it has acquired or holds subject to a conditional
sale agreement, Capitalized Lease or other arrangement pursuant to which title
to the property has been retained by or vested in some other Person for security
purposes and such retention or vesting shall constitute a Lien.

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

         "Loan Documents" means, collectively, this Agreement, the Notes, all
instruments and agreements now or hereafter executed or delivered by Borrower to
Agent or any Lender pursuant to any of the foregoing or in connection with the
Obligations or any commitment regarding the

                                     - 11 -

<PAGE>

Obligations, and all amendments, modifications, renewals, extensions, increases
and rearrangements of, and substitutions for, any of the foregoing.

         "Majority Lenders" means, at any time, Lenders having at least 51% of
the Aggregate Commitments or, if the commitment of each Lender to make Loans and
the obligation of the L/C Issuer to make L/C Credit Extensions have been
terminated pursuant to Section 9.1, Lenders holding in the aggregate at least
51% of the Total Outstandings (with the aggregate amount of each Lender's risk
participation and funded participation in L/C Obligations and Swing Line Loans
being deemed "held" by such Lender for purposes of this definition).

         "MARAD Indebtedness" means Indebtedness of Borrower or any of its
Restricted Subsidiaries owed to, or guaranteed by, the U.S. Maritime
Administration and incurred in connection with the acquisition or purchase of
fixed assets useful and intended to be used in carrying on the business of
Borrower or any of its Restricted Subsidiaries, provided that with respect to
such Indebtedness, none of the property or assets of Borrower or any of its
Restricted Subsidiaries, other than the fixed asset so acquired, shall be,
directly or indirectly, liable for or secure in any manner whatsoever the
payment thereof.

         "Margin Percentage" means (i) on any day prior to Agent's receipt of
the Quarterly Financial Statements and Compliance Certificate required by
Sections 7.2(b) and 7.2(c) hereof for the fiscal quarter ending September 30,
2003, 0.00% with respect to Base Rate Borrowings and 0.80% with respect to LIBOR
Borrowings and (ii) on and after the date of delivery of such Quarterly
Financial Statements and Compliance Certificate, the applicable per annum
percentage set forth at the appropriate intersection in the table shown below,
based on the Debt to Capitalization Ratio as of the last day of the most
recently ended fiscal quarter of Borrower calculated by Agent as soon as
practicable after receipt by Agent of all financial reports required under this
Agreement with respect to such fiscal quarter (including a Compliance
Certificate) (provided, however, that if the Margin Percentage is increased as a
result of the reported Debt to Capitalization Ratio, such increase shall be
retroactive to the date that Borrower was obligated to deliver such financial
reports to Agent pursuant to the terms of this Agreement and provided further,
however, that if the Margin Percentage is decreased as a result of the reported
Debt to Capitalization Ratio, and such financial reports are delivered to Agent
not more than ten (10) calendar days after the date required to be delivered
pursuant to the terms of this Agreement, such decrease shall be retroactive to
the date that Borrower was obligated to deliver such financial reports to Agent
pursuant to the terms of this Agreement):

<TABLE>
<CAPTION>
         DEBT TO                             LIBOR BORROWINGS              BASE RATE BORROWINGS
   CAPITALIZATION RATIO                     MARGIN PERCENTAGE               MARGIN PERCENTAGE
<S>                                         <C>                            <C>
Greater than or equal to 45%                      1.075%                          0.00%

Greater than or equal to 35% but                   0.90%                          0.00%
less than 45%

Greater than or equal to 25% but                   0.80%                          0.00%
less than 35%

Less than 25%                                      0.55%                          0.00%
</TABLE>

         "Material" means material in relation to the business, operations,
affairs, financial condition, assets or properties of Borrower and its
Restricted Subsidiaries taken as a whole.

                                     - 12 -

<PAGE>

         "Material Adverse Effect" means a material adverse effect on (a) the
business, operations, affairs, financial condition, assets or properties of
Borrower and its Restricted Subsidiaries taken as a whole, or (b) the ability of
Borrower to perform its obligations under this Agreement, the Notes or the Loan
Documents, or (c) the validity or enforceability of this Agreement or the Notes
or the Loan Documents.

         "Maturity Date" means July 2, 2007.

         "Minority Interests" means any shares of stock of any class of a
Restricted Subsidiary of Borrower (other than directors' qualifying shares or
Regulatory Shares as required by law) that are not owned by Borrower and/or one
or more of its Restricted Subsidiaries. Minority Interests shall be valued by
valuing Minority Interests constituting preferred stock at the voluntary or
involuntary liquidating value of such preferred stock, whichever is greater, and
by valuing Minority Interests constituting common stock at the book value of
capital and surplus applicable thereto adjusted, if necessary, to reflect any
changes from the book value of such common stock required by the foregoing
method of valuing Minority Interests in preferred stock.

         "Net Proceeds" shall have the meaning assigned to such term in Section
8.5(b)(ii)(3).

         "Notes" shall have the meaning assigned to such term in Section 2.7
hereof.

         "Obligations" means, as at any date of determination thereof, the sum
of the following: (i) the aggregate principal amount of Loans and Letters of
Credit outstanding hereunder on such date plus (ii) all other outstanding
liabilities, obligations and indebtedness of Borrower under this Agreement, any
Note or any other Loan Document on such date.

         "Organizational Documents" means, with respect to a corporation, the
certificate of incorporation, articles of incorporation and bylaws of such
corporation; with respect to a partnership, the partnership agreement
establishing such partnership and with respect to a trust, the instrument
establishing such trust and with respect to any other Person, the agreements or
instruments pursuant to which such Person was formed; in each case including any
and all modifications thereof and any and all future modifications thereof.

         "Outstanding Amount" means (i) with respect to Revolving Loans and
Swing Line Loans on any date, the aggregate outstanding principal amount thereof
after giving effect to any borrowings and prepayments or repayments of Revolving
Loans and Swing Line Loans, as the case may be, occurring on such date; and (ii)
with respect to any L/C Obligations on any date, the amount of such L/C
Obligations on such date after giving effect to any L/C Credit Extension
occurring on such date and any other changes in the aggregate amount of the L/C
Obligations as of such date, including as a result of any reimbursements of
outstanding unpaid drawings under any Letters of Credit or any reductions in the
maximum amount available for drawing under Letters of Credit taking effect on
such date.

         "Participant" has the meaning assigned to such term in Section 11.6(d).

         "Past Due Rate" means, on any day, a rate per annum equal to the lesser
of (i) the Ceiling Rate for that day or (ii) the Base Rate plus the Margin
Percentage for Base Rate Borrowings then in effect plus two percent (2%).

                                     - 13 -

<PAGE>

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

         "Person" means any individual, Corporation, trust, limited liability
company, unincorporated organization, Governmental Authority or any other form
of entity.

         "Plan" means 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 (a) maintained by Borrower or any member of the Controlled
Group for employees of Borrower or any member of the Controlled Group or (b)
maintained pursuant to a collective bargaining agreement or any other
arrangement under which more than one employer makes contributions and to which
Borrower or any member of the Controlled Group is then making or accruing an
obligation to make contributions or has within the preceding five plan years
made contributions.

         "Preferred Stock" means any class of capital stock of a corporation
that is preferred over any other class of capital stock of such corporation as
to the payment of dividends or the payment of any amount upon liquidation or
dissolution of such corporation.

         "Prime Rate" means, at any time, the rate of interest most recently
announced within Wells Fargo & Company at its principal office in San Francisco
as its Prime Rate, with the understanding that the Prime Rate is one of its base
rates and serves as the basis upon which effective rates of interest are
calculated for those loans making reference thereto, and is evidenced by the
recording thereof after its announcement in such internal publication or
publications as Wells Fargo & Company may designate. Each change in the Prime
Rate will be effective on the day the change is announced within Wells Fargo &
Company.

         "Principal Office" means the principal office of Agent, presently
located at 1000 Louisiana, 3rd Floor, Houston, Harris County, Texas 77002.

         "Priority Liability" means, as of the date of any determination
thereof, (a) any Indebtedness of Borrower secured by a Lien created pursuant to
Section 8.3(l) hereof and (b) any Indebtedness and any Preferred Stock of
Restricted Subsidiaries other than Indebtedness or Preferred Stock permitted
under Section 8.1(a)(ii).

         "Proper Form" means in form and substance reasonably satisfactory to
Agent.

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

         "Quarterly Dates" means the last day of each March, June, September and
December, provided that if any such date is not a Business Day, then the
relevant Quarterly Date shall be the next succeeding Business Day.

         "Quarterly Financial Statements" means the quarterly consolidated
financial statements of Borrower and its subsidiaries, which statements shall
include a consolidated balance sheet as of the end of such fiscal quarter and a
consolidated income statement and a consolidated statement of cash flows for
such fiscal quarter and for the fiscal year to date, subject to normal year-end
adjustments, all setting forth in comparative form the corresponding figures as
of the end of and for the corresponding fiscal quarter of the preceding year,
prepared in accordance with GAAP in all material respects except that such
statements are condensed and exclude detailed footnote

                                     - 14 -

<PAGE>

disclosures and attested by the chief financial officer or other authorized
officer of Borrower as fairly presenting, in all material respects, the
consolidated financial condition of the applicable Persons as of such date. As
long as Borrower files a quarterly report on Form 10-Q with the Securities and
Exchange Commission, such report and related financial statements, including
notes thereto, shall be considered the "Quarterly Financial Statements".

         "Rate Designation Date" means that Business Day which is (a) in the
case of Base Rate Borrowings, 11:00 a.m. central time, on the date one Business
Day preceding the date of such borrowing and (b) in the case of LIBOR
Borrowings, 11:00 a.m. central time, on the date three LIBOR Business Days
preceding the first day of any proposed Interest Period.

         "Rate Designation Notice" means a written notice substantially in the
form of Exhibit B.

         "Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System from time to time in effect and includes any successor or
other regulation relating to reserve requirements applicable to member banks of
the Federal Reserve System.

         "Regulatory Change" means, with respect to any Lender, any change on or
after the Effective Date in any Legal Requirement (including, without
limitation, Regulation D) or the adoption or change on or after such date of any
interpretation, directive or request applying to a class of lenders including
such Lender under any Legal Requirements (whether or not having the force of
law) by any Governmental Authority.

         "Regulatory Shares" means, with respect to any Person, shares of the
capital stock of such Person required to be issued as qualifying shares to
directors or shares issued to Persons other than Borrower in response to
regulatory requirements of foreign jurisdictions pursuant to a resolution of the
Board of Directors of such Person.

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

         "Rentals" means and include as of the date of any determination thereof
all fixed payments (including as such all payments which the lessee is obligated
to make to the lessor on termination of the lease or surrender of the property)
payable by Borrower or a Restricted Subsidiary of Borrower, as lessee or
sublessee under a lease of real or personal property, but shall be exclusive of
any amounts required to be paid by Borrower or a Restricted Subsidiary of
Borrower (whether or not designated as rents or additional rents) on account of
maintenance, repairs, insurance, taxes and similar charges. Fixed rents under
any so-called "percentage leases" shall be computed solely on the basis of the
minimum rents, if any, required to be paid by the lessee regardless of sales
volume or gross revenues.

         "Request for Extension of Credit" means (a) with respect to a Revolving
Borrowing or a Swing Line Borrowing, a request for extension of credit duly
executed by any responsible officer, which may include the president, the chief
executive officer, the chief financial officer, any vice president or the
treasurer of Borrower or any other officer of Borrower with responsibility for
the administration of this Agreement, appropriately completed and substantially
in the form of Exhibit A attached hereto or (b) with respect to a L/C Credit
Extension, a Letter of Credit Application.

                                     - 15 -

<PAGE>

         "Requirements of Environmental Law" means all requirements imposed by
any law (including for example and without limitation The Resource Conservation
and Recovery Act and The Comprehensive Environmental Response, Compensation, and
Liability Act), rule, regulation, or order of any federal, state or local
executive, legislative, judicial, regulatory or administrative agency, board or
authority in effect at the applicable time which relate to (i) noise; (ii)
pollution, protection or clean-up of the air, surface water, ground water or
land; (iii) solid, gaseous or liquid waste generation, treatment, storage,
disposal or transportation; (iv) exposure to Hazardous Substances; (v) the
safety or health of employees or (vi) regulation of the manufacture, processing,
distribution in commerce, use, discharge or storage of Hazardous Substances.

         "Responsible Officer" means any Senior Financial Officer and any other
officer of Borrower with responsibility for the administration of the relevant
portion of this Agreement.

         "Restricted Investments" means all Investments, other than:

                  (a)      Investments by Borrower and its Restricted
         Subsidiaries in and to Wholly-owned Restricted Subsidiaries, including
         any Investment in a corporation which, after giving effect to such
         Investment, will become a Wholly-owned Restricted Subsidiary;

                  (b)      Investments representing loans or advances in the
         usual and ordinary course of business to officers and employees for
         expenses incidental to carrying on the business of Borrower or any of
         its Restricted Subsidiaries;

                  (c)      Investments in property or assets to be used in the
         ordinary course of the business of Borrower and its Restricted
         Subsidiaries as described on Exhibit H of this Agreement;

                  (d)      Investments in commercial paper of corporations
         organized under the laws of the United States or any state thereof and
         loan participations maturing in 270 days or less from the date of
         issuance which, at the time of acquisition by Borrower or any of its
         Restricted Subsidiaries, are accorded a rating of "A-1" or better by
         Standard & Poor's Ratings Group, a division of McGraw-Hill, Inc., a New
         York corporation, or "P-1" or better by Moody's Investors Service,
         Inc.;

                  (e)      Investments in direct obligations in the United
         States of America or any agency or instrumentality of the United States
         of America, the payment or guarantee of which constitutes a full faith
         and credit obligation of the United States of America, in either case,
         maturing within twelve months from the date of acquisition thereof;

                  (f)      Investments in direct obligations of other
         governments maturing within twelve months from the date of acquisition
         thereof by Borrower or a Restricted Subsidiary of Borrower; provided
         that at the time of such acquisition, the long-term Indebtedness of
         such government is rated "AAA" by Standard & Poor's Ratings Group or by
         Moody's Investors Service, Inc.;

                  (g)      Investments in certificates of deposit and time
         deposits maturing within one year from the date of issuance thereof,
         issues by a bank or trust company organized under the laws of the
         United States or any State thereof, having either (i) capital, surplus

                                     - 16 -

<PAGE>

         and undivided profits aggregating at least $100,000,000 or (ii) total
         assets of $1,000,000,000;

                  (h)      Investments in repurchase agreements with respect to
         any Security described in clause (e) entered into with a depository
         institution or trust company acting as principal described in clause
         (g) if such repurchase agreements: (i) are by their terms to be
         performed by the repurchase obligor and such repurchase agreements are
         deposited with a bank or trust company of the type described in clause
         (g) and (ii) mature within ninety days from the date of execution and
         delivery thereof; and

                  (i)      Investments of Borrower not described in the
         foregoing clauses (a) through (h); provided that the aggregate amount
         of all such Investments shall not at the time any Investment is made
         within the limitations of this clause (i) exceed 15% of Consolidated
         Adjusted Net Worth.

         "Restricted Subsidiary" means any Subsidiary which is not an
Unrestricted Subsidiary.

         "Revolving Borrowing" means a borrowing consisting of simultaneous
Revolving Loans of the same Interest Option and, in the case of LIBOR
Borrowings, having the same Interest Period made by each of the Lenders pursuant
to Section 3.3(b).

         "Revolving Loan" means a loan provided for in Section 2.1 hereof.

         "Secretary's Certificate" means a certificate, in Proper Form, of the
Secretary or an Assistant Secretary of a corporation certifying (a) that
attached thereto are true and correct copies of resolutions of the Board of
Directors of such corporation authorizing the execution, delivery and
performance of the Loan Documents to be executed by such corporation; (b) the
incumbency and signature of the officer of such corporation executing such Loan
Documents on behalf of such corporation, and (c) that attached thereto are true
and correct copies of the Organizational Documents of such corporation.

         "Securities Act" means the Securities Act of 1933, as amended from time
to time.

         "Security" shall have the same meaning as in Section 2(1) of the
Securities Act.

         "Senior Financial Officer" means the chief executive officer,
president, chief financial officer, principal accounting officer, treasurer or
controller of Borrower.

         "Senior Indebtedness" shall mean all Indebtedness for borrowed money of
Borrower which is not expressed to be subordinate or junior in rank to any other
Indebtedness for borrowed money of Borrower.

         "Stated Rate" means, with respect to any Lender, the effective weighted
per annum rate of interest applicable to the Loans made by such Lender;
provided, that if on any day such rate shall exceed the Ceiling Rate for that
day, the Stated Rate shall be fixed at the Ceiling Rate on that day and on each
day thereafter until the total amount of interest accrued at the Stated Rate on
the unpaid principal balances of the Notes plus the Additional Interest equals
the total amount of interest which would have accrued if there had been no
Ceiling Rate. Without notice to Borrower or any other Person, the Stated Rate
shall automatically fluctuate upward and downward in accordance with the
provisions of this definition.

                                     - 17 -

<PAGE>

         "Subsidiary" means, as to a particular parent Corporation, any
Corporation of which more than 50% of the indicia of equity rights (whether
outstanding capital stock or otherwise) is at the time directly or indirectly
owned by such parent Corporation.

         "Subsidiary Stock" is defined in Section 8.5(c).

         "Swaps" means, with respect to any Person, payment obligations with
respect to interest rate swaps, currency swaps and similar obligations
obligating such Person to make payments, whether periodically or upon the
happening of a contingency. For the purposes of this Agreement, the amount of
the obligation under any Swap shall be the amount determined in respect thereof
as of the end of the then most recently ended fiscal quarter of such Person,
based on the assumption that such Swap had terminated at the end of such fiscal
quarter, and in making such determination, if any agreement relating to such
Swap provides for the netting of amounts payable by and to such Person
thereunder or if any such agreement provides for the simultaneous payment of
amounts by and to such Person, then in each such case, the amount of such
obligation shall be the net amount so determined.

         "Swing Line" means the revolving credit facility made available by the
Swing Line Lender pursuant to Section 2.2.

         "Swing Line Borrowing" means a borrowing of a Swing Line Loan pursuant
to Section 2.2.

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

         "Swing Line Loan" has the meaning specified in Section 2.2(a).

         "Swing Line Sublimit" means an amount equal to the lesser of (a)
$15,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part
of, and not in addition to, the Aggregate Commitments.

         "Taxes" shall have the meaning ascribed to it in Section 4.1(f) hereof.

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

         "Unrestricted Subsidiary" means any Subsidiary designated by the Board
of Directors of Borrower as an "Unrestricted Subsidiary" on Exhibit F hereto or
pursuant to Section 8.9 hereto.

         "Utilization Fee Percentage" means (i) on any day prior to Agent's
receipt of the Quarterly Financial Statements and Compliance Certificate
required by Sections 7.2(b) and 7.2(c) hereof for the fiscal quarter ending
September 30, 2003, 0.10% and (ii) on and after the date of delivery of such
Quarterly Financial Statements and Compliance Certificate, the applicable per
annum percentage set forth at the appropriate intersection in the table shown
below, based on the Debt to Capitalization Ratio as of the last day of the most
recently ended fiscal quarter of Borrower calculated by Agent as soon as
practicable after receipt by Agent of all financial reports required under this
Agreement with respect to such fiscal quarter (including a Compliance
Certificate) (provided, however, that if the Utilization Fee Percentage is
increased as a result of the reported Debt to Capitalization Ratio, such
increase shall be retroactive to the date

                                     - 18 -

<PAGE>

that Borrower was obligated to deliver such financial reports to Agent pursuant
to the terms of this Agreement and provided further, however, that if the
Utilization Fee Percentage is decreased as a result of the reported Debt to
Capitalization Ratio, and such financial reports are delivered to Agent not more
than ten (10) calendar days after the date required to be delivered pursuant to
the terms of this Agreement, such decrease shall be retroactive to the date that
Borrower was obligated to deliver such financial reports to Agent pursuant to
the terms of this Agreement):

<TABLE>
<CAPTION>
DEBT TO CAPITALIZATION RATIO                          UTILIZATION FEE PERCENTAGE
<S>                                                   <C>
Greater than or equal to 35%                                    0.125%

Less than 35%                                                    0.10%
</TABLE>

         "Unfunded Liabilities" means, with respect to any Plan, at any time,
the amount (if any) by which (a) the present value of all benefits under such
Plan exceeds (b) the fair market value of all Plan assets allocable to such
benefits, all determined as of the then most recent actuarial valuation report
for such Plan, but only to the extent that such excess represents a potential
liability of any member of the Controlled Group to the PBGC or a Plan under
Title IV of ERISA. With respect to multi-employer Plans, the term "Unfunded
Liabilities" shall also include contingent liability for withdrawal liability
under Section 4201 of ERISA to all multi-employer Plans to which Borrower or any
member of a Controlled Group for employees of Borrower contributes in the event
of complete withdrawal from such plans.

         "Unreimbursed Amount" has the meaning set forth in Section 2.3(c)(i).

         "Voting Stock" means Securities of any class or classes, the holders of
which are ordinarily, in the absence of contingencies, entitled to elect a
majority of the corporate directors (or Persons performing similar functions).

         "Wells Fargo" means Wells Fargo Bank Texas, National Association and
its successors.

         "Wholly-owned Restricted Subsidiary" means, at any time, any Restricted
Subsidiary of Borrower one hundred percent (100%) of all of the equity interests
(except directors' qualifying shares and shares of capital stock owned by one or
more individuals who are not citizens of the United States of America and whose
ownership of such capital stock is mandated by the law of any country other than
the United States of America) and voting interests of which are owned by any one
or more of Borrower and Borrower's other Wholly-owned Restricted Subsidiaries at
such time.

         1.2      Miscellaneous. The words "hereof," "herein," and "hereunder"
and words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not any particular provision of this Agreement.

2.       COMMITMENTS AND CREDIT EXTENSIONS.

         2.1      Revolving Loans. From time to time on or after the Effective
Date and prior to the Maturity Date, each Lender shall make revolving loans
under this Section 2.1 (each such loan, a "Revolving Loan") to Borrower in an
aggregate principal amount at any one time outstanding up to but not exceeding
such Lender's Commitment Percentage of the Aggregate Commitments; provided,
however, that after giving effect to any Revolving Borrowing, (i) the

                                     - 19 -

<PAGE>

aggregate Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C
Obligations shall not exceed the Aggregate Commitments and (ii) the aggregate
Outstanding Amount of the Revolving Loans of any Lender, plus such Lender's
Commitment Percentage of the Outstanding Amount of all L/C Obligations, plus
such Lender's Commitment Percentage of the Outstanding Amount of all Swing Line
Loans shall not exceed such Lender's Commitment. Subject to the conditions in
this Agreement, any such Revolving Loan repaid prior to the Maturity Date may be
reborrowed pursuant to the terms of this Agreement. The aggregate of all Base
Rate Borrowings to be made by the Lenders in connection with a particular
borrowing shall be equal to the lesser of (a) the remaining unused portion of
the Commitments or (b) $500,000 or an integral multiple of $100,000 in excess
thereof.

         2.2      Swing Line Loans.

                  (a)      The Swing Line. From time to time on or after the
         Effective Date and prior to the Maturity Date, the Swing Line Lender
         agrees to make loans (each such loan, a "Swing Line Loan") to the
         Borrower in an aggregate principal amount at any one time outstanding
         up to but not exceeding the amount of the Swing Line Sublimit,
         notwithstanding the fact that such Swing Line Loans, when aggregated
         with the Commitment Percentage of the Outstanding Amount of Loans and
         L/C Obligations of the Lender acting as Swing Line Lender, may exceed
         the amount of such Lender's Commitment; provided, however, that after
         giving effect to any Swing Line Loan, (i) the Total Outstandings shall
         not exceed the Aggregate Commitments, and (ii) the aggregate
         Outstanding Amount of the Revolving Loans of any Lender, plus such
         Lender's Commitment Percentage of the Outstanding Amount of all L/C
         Obligations, plus such Lender's Commitment Percentage of the
         Outstanding Amount of all Swing Line Loans shall not exceed such
         Lender's Commitment, and provided, further, that the Borrower shall not
         use the proceeds of any Swing Line Loan to refinance any outstanding
         Swing Line Loan. Within the foregoing limits, and subject to the other
         terms and conditions hereof, the Borrower may borrow under this Section
         2.2, prepay under Section 3.2(b), and reborrow under this Section 2.2.
         Each Swing Line Loan shall bear interest at the Base Rate.

                  (b)      Borrowing Procedures. Each Swing Line Borrowing shall
         be made upon the Borrower's irrevocable notice to the Swing Line Lender
         and the Agent, which may be given by telephone. Each such notice must
         be received by the Swing Line Lender and the Agent not later than 12:00
         noon central time on the requested borrowing date, and shall specify
         (i) the amount to be borrowed, which shall be a minimum of $500,000 or
         an integral multiple of $100,000 in excess thereof, and (ii) the
         requested borrowing date, which shall be a Business Day. Each such
         telephonic notice must be confirmed promptly by delivery to the Swing
         Line Lender and the Agent of a written Request for Extension of Credit,
         appropriately completed and signed by a Responsible Officer. Promptly
         after receipt by the Swing Line Lender of any telephonic notice, the
         Swing Line Lender will confirm with the Agent (by telephone or in
         writing) that the Agent has also received such notice and, if not, the
         Swing Line Lender will notify the Agent (by telephone or in writing) of
         the contents thereof. Unless the Swing Line Lender has received notice
         (by telephone or in writing) from the Agent (including at the request
         of any Lender) prior to 3:00 p.m. central time on the date of the
         proposed Swing Line Borrowing (A) directing the Swing Line Lender not
         to make such Swing Line Loan as a result of the limitations set forth
         in the proviso to the first sentence of Section 2.2(a), or (B) that one
         or more of

                                     - 20 -

<PAGE>

         the applicable conditions specified in Section 5 is not then satisfied,
         then, subject to the terms and conditions hereof, the Swing Line Lender
         will, not later than 3:00 p.m. central time on the borrowing date
         specified in such Request for Extension of Credit, make the amount of
         its Swing Line Loan available to the Borrower.

                  (c)      Refinancing of Swing Line Loans.

                  (i)      The Swing Line Lender at any time in its sole and
                           absolute discretion may request, on behalf of the
                           Borrower (which hereby irrevocably authorizes the
                           Swing Line Lender to so request on its behalf), that
                           each Lender make a Loan in an amount equal to such
                           Lender's Commitment Percentage of the amount of Swing
                           Line Loans then outstanding. Such request shall be
                           made in writing (which written request shall be
                           deemed to be a notice of borrowing for purposes
                           hereof) and in accordance with the requirements of
                           Section 3.1, subject to the unutilized portion of the
                           Aggregate Commitments and the conditions set forth in
                           Section 5.2. The Swing Line Lender shall furnish the
                           Borrower with a copy of the Request for Extension of
                           Credit promptly after delivering such request to the
                           Agent. Each Lender shall make an amount equal to its
                           Commitment Percentage of the amount specified in such
                           Request for Extension of Credit available to the
                           Agent in immediately available funds for the account
                           of the Swing Line Lender at the Principal Office
                           whereupon, subject to Section 2.2(c)(ii), each Lender
                           that so makes funds available shall be deemed to have
                           made a Revolving Loan to the Borrower in such amount.
                           The Agent shall remit the funds so received to the
                           Swing Line Lender.

                  (ii)     If for any reason any Swing Line Loan cannot be
                           refinanced by such a Revolving Borrowing in
                           accordance with Section 2.2(c)(i), the Request for
                           Extension of Credit submitted by the Swing Line
                           Lender as set forth herein shall be deemed to be a
                           request by the Swing Line Lender that each of the
                           Lenders fund its risk participation in the relevant
                           Swing Line Loan and each Lender's payment to the
                           Agent for the account of the Swing Line Lender
                           pursuant to Section 2.2(c)(i) shall be deemed payment
                           in respect of such participation.

                  (iii)    Each Lender's obligation to make Loans or to purchase
                           and fund risk participations in Swing Line Loans
                           pursuant to this Section 2.2(c) shall be absolute and
                           unconditional and shall not be affected by any
                           circumstance, including (A) any set-off,
                           counterclaim, recoupment, defense or other right
                           which such Lender may have against the Swing Line
                           Lender, the Borrower or any other Person for any
                           reason whatsoever, (B) the occurrence or continuance
                           of a Default, or (C) any other occurrence, event or
                           condition, whether or not similar to any of the
                           foregoing; provided, however, that each Lender's
                           obligation to make Loans pursuant to this Section
                           2.2(c) is subject to the conditions set forth in
                           Section 5.2. No such funding of risk participations
                           shall relieve or otherwise impair the obligation of
                           the Borrower to repay Swing Line Loans, together with
                           interest as provided herein.

                                     - 21 -

<PAGE>

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

                  (e)      Interest for Account of Swing Line Lender. The Swing
         Line Lender shall be responsible for invoicing the Borrower for
         interest on the Swing Line Loans. Until each Lender funds its Loan or
         risk participation pursuant to this Section 2.2 to refinance such
         Lender's Commitment Percentage of any Swing Line Loan, interest in
         respect of such Commitment Percentage shall be solely for the account
         of the Swing Line Lender.

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

         2.3      Letters of Credit.

                  (a)      The Letter of Credit Commitment.

                  (i)      Subject to the terms and conditions set forth herein,
                           (A) the L/C Issuer agrees, in reliance upon the
                           agreements of the other Lenders set forth in this
                           Section 2.3, (1) from time to time on any Business
                           Day during the period from the Effective Date until
                           the Maturity Date, to issue Letters of Credit for the
                           account of the Borrower, and to amend Letters of
                           Credit previously issued by it, in accordance with
                           subsection (b) below, and (2) to honor drafts under
                           the Letters of Credit; and (B) the Lenders severally
                           agree to participate in Letters of Credit issued for
                           the account of the Borrower; provided that the L/C
                           Issuer shall not be obligated to make any L/C Credit
                           Extension with respect to any Letter of Credit, and
                           no Lender shall be obligated to participate in any
                           Letter of Credit if as of the date of such L/C Credit
                           Extension, (x) the Total Outstandings would exceed
                           the Aggregate Commitments, (y) the aggregate
                           Outstanding Amount of the Revolving Loans of any
                           Lender, plus such Lender's Commitment Percentage of
                           the Outstanding Amount of all L/C Obligations, plus
                           such Lender's Commitment Percentage of the
                           Outstanding Amount of all Swing Line Loans would
                           exceed such Lender's Commitment, or (z) the
                           Outstanding Amount of the L/C Obligations would
                           exceed the Letter of Credit Sublimit. Within the
                           foregoing limits, and subject to the terms and
                           conditions hereof, the Borrower's ability to obtain
                           Letters of Credit shall be fully revolving, and
                           accordingly the Borrower may, during the foregoing
                           period, obtain Letters of Credit to replace Letters
                           of Credit that have expired or that have been drawn
                           upon and reimbursed.

                  (ii)     The L/C Issuer shall be under no obligation to issue
                           any Letter of Credit if:

                                     - 22 -

<PAGE>

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

                                    (b)      the expiry date of such requested
                           commercial Letter of Credit would occur more than 180
                           days after the date of issuance;

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

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

                                    (e)      such Letter of Credit is in an
                           initial amount less than $200,000, in the case of a
                           commercial Letter of Credit, or $500,000, in the case
                           of a standby Letter of Credit, or is denominated in a
                           currency other than Dollars.

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

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

                  (i)      Each Letter of Credit shall be issued or amended, as
                           the case may be, upon the request of the Borrower
                           delivered to the L/C Issuer (with a copy to the
                           Agent) in the form (which may be electronic using the
                           L/C Issuer's Trade Services Online product) of a
                           Letter of Credit Application, appropriately completed
                           and signed by a Responsible Officer. Such Letter of
                           Credit Application must be received by the L/C Issuer
                           and the Agent not later than 11:00 a.m. pacific time
                           at least two Business Days (or such later date and
                           time as the L/C Issuer may agree in a particular
                           instance in its sole discretion) prior to the
                           proposed issuance date or date of amendment, as the
                           case may be. In the case of a request for an initial
                           issuance of a Letter of Credit, such Letter of Credit
                           Application shall specify in form and detail
                           reasonably satisfactory to the L/C Issuer: (A) the
                           proposed issuance

                                     - 23 -

<PAGE>

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

                  (ii)     Promptly after receipt of any Letter of Credit
                           Application, the L/C Issuer will confirm with the
                           Agent (by telephone or in writing) that the Agent has
                           received a copy of such Letter of Credit Application
                           from the Borrower and, if not, the L/C Issuer will
                           provide the Agent with a copy thereof. Upon receipt
                           by the L/C Issuer of confirmation from the Agent that
                           the requested issuance or amendment is permitted in
                           accordance with the terms hereof, then, subject to
                           the terms and conditions hereof, the L/C Issuer
                           shall, on the requested date, issue a Letter of
                           Credit for the account of the Borrower or enter into
                           the applicable amendment, as the case may be, in each
                           case in accordance with the L/C Issuer's usual and
                           customary business practices. Immediately upon the
                           issuance of each Letter of Credit, each Lender shall
                           be deemed to, and hereby irrevocably and
                           unconditionally agrees to, purchase from the L/C
                           Issuer a risk participation in such Letter of Credit
                           in an amount equal to the product of such Lender's
                           Commitment Percentage times the amount of such Letter
                           of Credit.

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

                  (c)      Drawings and Reimbursements; Funding of
                           Participations.

                  (i)      Upon receipt from the beneficiary of any Letter of
                           Credit of any notice of a drawing under such Letter
                           of Credit, the L/C Issuer shall notify the Borrower
                           and the Agent thereof. Not later than 11:00 a.m.
                           pacific time on the date of any payment by the L/C
                           Issuer under a Letter of Credit (each such date, an
                           "Honor Date"), the Borrower shall reimburse the L/C
                           Issuer through the Agent in an amount equal to the
                           amount of such drawing. If the Borrower fails to so
                           reimburse the L/C Issuer by such time, the Agent
                           shall promptly notify each Lender of the Honor Date,
                           the amount of the unreimbursed drawing (the
                           "Unreimbursed Amount"), and the amount of such
                           Lender's Commitment Percentage thereof. In such
                           event, the Borrower shall be deemed to have requested
                           a Base Rate Borrowing to be

                                     - 24 -

<PAGE>

                           disbursed on the Honor Date in an amount equal to the
                           Unreimbursed Amount, without regard to the minimum
                           and multiples specified in Section 2.1 for the
                           principal amount of Revolving Loans, but subject to
                           the amount of the unutilized portion of the Aggregate
                           Commitments and without regard to the fulfillment of
                           the conditions set forth in Section 5.2. Any notice
                           given by the L/C Issuer or the Agent pursuant to this
                           Section 2.3(c)(i) may be given by telephone if
                           immediately confirmed in writing; provided that the
                           lack of such an immediate confirmation shall not
                           affect the conclusiveness or binding effect of such
                           notice.

                  (ii)     Each Lender (including the Lender acting as L/C
                           Issuer) shall upon any notice pursuant to Section
                           2.3(c)(i) make funds available to the Agent for the
                           account of the L/C Issuer at the Principal Office in
                           an amount equal to its Commitment Percentage of the
                           Unreimbursed Amount not later than 1:00 p.m. pacific
                           time on the Business Day specified in such notice by
                           the Agent, whereupon, subject to the provisions of
                           Section 2.3(c)(iii), each Lender that so makes funds
                           available shall be deemed to have made a Revolving
                           Loan to the Borrower in such amount. The Agent shall
                           remit the funds so received to the L/C Issuer.

                  (iii)    With respect to any Unreimbursed Amount that is not
                           fully refinanced by a Base Rate Borrowing because the
                           conditions set forth in Section 5.2 cannot be
                           satisfied or for any other reason, the Borrower shall
                           be deemed to have incurred from the L/C Issuer an L/C
                           Borrowing in the amount of the Unreimbursed Amount
                           that is not so refinanced, which L/C Borrowing shall
                           be due and payable on demand (together with interest)
                           and shall bear interest at the Past Due Rate. In such
                           event, each Lender's payment to the Agent for the
                           account of the L/C Issuer pursuant to Section
                           2.3(c)(ii) shall be deemed payment in respect of its
                           participation in such L/C Borrowing and shall
                           constitute an L/C Advance from such Lender in
                           satisfaction of its participation obligation under
                           this Section 2.3.

                  (iv)     Until each Lender funds its Revolving Loan or L/C
                           Advance pursuant to this Section 2.3(c) to reimburse
                           the L/C Issuer for any amount drawn under any Letter
                           of Credit, interest in respect of such Lender's
                           Commitment Percentage of such amount shall be solely
                           for the account of the L/C Issuer.

                  (v)      Each Lender's obligation to make Revolving Loans or
                           L/C Advances to reimburse the L/C Issuer for amounts
                           drawn under Letters of Credit, as contemplated by
                           this Section 2.3(c), shall be absolute and
                           unconditional and shall not be affected by any
                           circumstance, including (A) any set-off,
                           counterclaim, recoupment, defense or other right
                           which such Lender may have against the L/C Issuer,
                           the Borrower or any other Person for any reason
                           whatsoever; (B) the occurrence or continuance of a
                           Default, or (C) any other occurrence, event or
                           condition, whether or not similar to any of the
                           foregoing; provided, however, that each Lender's
                           obligation to make Revolving Loans pursuant to this
                           Section 2.3(c) is subject to the conditions set forth
                           in Section 5.2 (other than delivery by the Borrower
                           of

                                     - 25 -

<PAGE>

                           a Request for Extension of Credit). No such making of
                           an L/C Advance shall relieve or otherwise impair the
                           obligation of the Borrower to reimburse the L/C
                           Issuer for the amount of any payment made by the L/C
                           Issuer under any Letter of Credit, together with
                           interest as provided herein.

                  (vi)     If any Lender fails to make available to the Agent
                           for the account of the L/C Issuer any amount required
                           to be paid by such Lender pursuant to the foregoing
                           provisions of this Section 2.3(c) by the time
                           specified in Section 2.3(c)(ii), the L/C Issuer shall
                           be entitled to recover from such Lender (acting
                           through the Agent), on demand, such amount with
                           interest thereon for the period from the date such
                           payment is required to the date on which such payment
                           is immediately available to the L/C Issuer at a rate
                           per annum equal to the lesser of (x) the Federal
                           Funds Rate and (y) the Ceiling Rate from time to time
                           in effect. A certificate of the L/C Issuer submitted
                           to any Lender (through the Agent) with respect to any
                           amounts owing under this clause (vi) shall be
                           conclusive absent manifest error.

                  (d)      Repayment of Participations.

                  (i)      At any time after the L/C Issuer has made a payment
                           under any Letter of Credit and has received from any
                           Lender such Lender's L/C Advance in respect of such
                           payment in accordance with Section 2.3(c), if the
                           Agent receives for the account of the L/C Issuer any
                           payment in respect of the related Unreimbursed Amount
                           or interest thereon (whether directly from the
                           Borrower or otherwise, including proceeds of Cash
                           Collateral applied thereto by the Agent), the Agent
                           will distribute to such Lender its Commitment
                           Percentage thereof (appropriately adjusted, in the
                           case of interest payments, to reflect the period of
                           time during which such Lender's L/C Advance was
                           outstanding) in the same funds as those received by
                           the Agent.

                  (ii)     If any payment received by the Agent for the account
                           of the L/C Issuer pursuant to Section 2.3(c)(i) is
                           required to be returned under any of the
                           circumstances described herein (including pursuant to
                           any settlement entered into by the L/C Issuer in its
                           discretion), each Lender shall pay to the Agent for
                           the account of the L/C Issuer its Commitment
                           Percentage thereof on demand of the Agent, plus
                           interest thereon from the date of such demand to the
                           date such amount is returned by such Lender, at a
                           rate per annum equal to the lesser of (x) the Federal
                           Funds Rate and (y) the Ceiling Rate from time to time
                           in effect.

                  (e)      Obligations Absolute. The obligation of the Borrower
         to reimburse the L/C Issuer for each drawing under each Letter of
         Credit and to repay each L/C Borrowing shall be absolute, to the
         fullest extent permitted under applicable law, unconditional and
         irrevocable, and shall be paid strictly in accordance with the terms of
         this Agreement under all circumstances, including the following:

                  (i)      any lack of validity or enforceability of such Letter
                           of Credit, this Agreement, or any other agreement or
                           instrument relating thereto;

                                     - 26 -

<PAGE>

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

                  (iii)    any draft, demand, certificate or other document
                           presented under such Letter of Credit proving to be
                           forged, fraudulent, invalid or insufficient in any
                           respect or any statement therein being untrue or
                           inaccurate in any respect; or any loss or delay in
                           the transmission or otherwise of any document
                           required in order to make a drawing under such Letter
                           of Credit;

                  (iv)     any payment by the L/C Issuer under such Letter of
                           Credit against presentation of a draft or certificate
                           that does not strictly comply with the terms of such
                           Letter of Credit; or any payment made by the L/C
                           Issuer under such Letter of Credit to any Person
                           purporting to be a trustee in bankruptcy,
                           debtor-in-possession, assignee for the benefit of
                           creditors, liquidator, receiver or other
                           representative of or successor to any beneficiary or
                           any transferee of such Letter of Credit, including
                           any arising in connection with any proceeding under
                           the Bankruptcy Code or other similar law; or

                  (v)      any other circumstance or happening whatsoever,
                           whether or not similar to any of the foregoing,
                           including any other circumstance that might otherwise
                           constitute a defense available to, or a discharge of,
                           the Borrower,

in each case, other than a defense based upon the gross negligence or willful
misconduct of the L/C Issuer or failure to perform the standard of care required
under applicable law.

         The Borrower shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower's instructions or other irregularity, the
Borrower will notify the L/C Issuer within 30 days of issuance or delivery. The
Borrower shall be conclusively deemed to have waived any such claim against the
L/C Issuer and its correspondents unless such notice is given as aforesaid.

                  (f)      Role of L/C Issuer. Each Lender and the Borrower
         agree that, in paying any drawing under a Letter of Credit, the L/C
         Issuer shall not have any responsibility to obtain any document (other
         than any sight draft, certificates and documents expressly required by
         the Letter of Credit) or to ascertain or inquire as to the validity or
         accuracy of any such document or the authority of the Person executing
         or delivering any such document. Neither the L/C Issuer nor any of the
         respective correspondents, participants or assignees of the L/C Issuer
         shall be liable to any Lender for (i) any action taken or omitted in
         connection herewith at the request or with the approval of the Lenders
         or the Majority Lenders, as applicable; (ii) any action taken or
         omitted in the absence of gross negligence or willful misconduct; or
         (iii) the due execution, effectiveness, validity or enforceability of
         any document or instrument related to any Letter of Credit or Letter of

                                     - 27 -

<PAGE>

         Credit Application. The Borrower hereby assumes all risks of the acts
         or omissions of any beneficiary or transferee with respect to its use
         of any Letter of Credit; provided, however, that this assumption is not
         intended to, and shall not, preclude the Borrower's pursuing such
         rights and remedies as it may have against the beneficiary or
         transferee at law or under any other agreement. Neither the L/C Issuer
         nor any of the respective correspondents, participants or assignees of
         the L/C Issuer, shall be liable or responsible for any of the matters
         described in clauses (i) through (v) of Section 2.3(e); provided,
         however, that anything in such clauses to the contrary notwithstanding,
         the Borrower may have a claim against the L/C Issuer, and the L/C
         Issuer may be liable to the Borrower, to the extent, but only to the
         extent, of any direct, as opposed to consequential or exemplary,
         damages suffered by the Borrower which the Borrower proves were caused
         by the L/C Issuer's willful misconduct or gross negligence or the L/C
         Issuer's willful failure to pay under any Letter of Credit after the
         presentation to it by the beneficiary of a sight draft and
         certificate(s) strictly complying with the terms and conditions of a
         Letter of Credit or otherwise to fail to perform the standard of care
         required under applicable law. In furtherance and not in limitation of
         the foregoing, the L/C Issuer may accept documents that appear on their
         face to be in order, without responsibility for further investigation,
         regardless of any notice or information to the contrary, and the L/C
         Issuer shall not be responsible for the validity or sufficiency of any
         instrument transferring or assigning or purporting to transfer or
         assign a Letter of Credit or the rights or benefits thereunder or
         proceeds thereof, in whole or in part, which may prove to be invalid or
         ineffective for any reason.

                  (g)      Cash Collateral. Upon written notice by the Agent,
         (i) if any Event of Default has occurred and is continuing, or (ii) if,
         as of 60 days prior to the Maturity Date, any Letter of Credit may for
         any reason remain outstanding and partially or wholly undrawn, on the
         Business Day it receives such notice from the Agent the Borrower shall
         Cash Collateralize the then Outstanding Amount of all L/C Obligations
         (in an amount equal to such Outstanding Amount determined as of the
         date of such L/C Borrowing) which such amount shall be set forth in the
         notice. For purposes hereof, "Cash Collateralize" means to pledge and
         deposit with or deliver to the Agent, for the benefit of the L/C Issuer
         and the Lenders, as collateral for the L/C Obligations, (i) cash, (ii)
         deposit account balances pursuant to documentation in form and
         substance reasonably satisfactory to the Agent (which documents are
         hereby consented to by the Lenders), or (iii) a standby letter of
         credit (issued by a bank acceptable to Agent in its sole discretion) in
         an amount equal to the Outstanding Amount of all L/C Obligations.
         Derivatives of such term have corresponding meanings. The Borrower
         hereby grants to the Agent, for the benefit of the L/C Issuer and the
         Lenders, a security interest in all such cash, deposit accounts and all
         balances therein and rights under any standby letter of credit, and all
         proceeds of the foregoing. Cash collateral shall be maintained in
         blocked, non-interest bearing deposit accounts at Wells Fargo, but will
         be invested overnight.

                  (h)      Applicability of UCP and ISP98. Unless otherwise
         expressly agreed by the L/C Issuer and the Borrower when a Letter of
         Credit is issued, in L/C Issuer's discretion (i) the rules of the
         Uniform Customs and Practice for Documentary Credits, as most recently
         published by the International Chamber of Commerce (the "ICC") at the
         time of issuance (including the ICC decision published by the
         Commission on Banking Technique and Practice on April 6, 1998 regarding
         the European single currency (euro)) shall apply to each commercial
         Letter of Credit, and (ii) the rules of the "International

                                     - 28 -

<PAGE>

         Standby Practices 1998" published by the Institute of International
         Banking Law & Practice (or such later version thereof as may be in
         effect at the time of issuance) shall apply to each standby Letter of
         Credit.

                  (i)      Letter of Credit Fees. The Borrower shall pay to the
         Agent for the account of each Lender in accordance with its Commitment
         Percentage (i) a one-time Letter of Credit fee for each commercial
         Letter of Credit equal to 0.25% times the face amount of such Letter of
         Credit (but in no event less than $500 payable at issue) and (ii) per
         annum a Letter of Credit fee for each standby Letter of Credit equal to
         the applicable Margin Percentage for LIBOR Borrowings times the face
         amount of such Letter of Credit (but in no event less than $500 payable
         at issue). Such letter of credit fees shall be computed on a quarterly
         basis in arrears. Such letter of credit fees shall be due and payable
         on each Quarterly Date, commencing with the first Quarterly Date to
         occur after the issuance of such Letter of Credit, on the Letter of
         Credit Expiration Date and thereafter on demand. If there is any change
         in the Margin Percentage during any quarter, the actual daily amount of
         each Letter of Credit shall be computed and multiplied by the Margin
         Percentage separately for each period during such quarter that such
         Margin Percentage was in effect.

                  (j)      Fronting Fee and Documentary and Processing Charges
         Payable to L/C Issuer. The Borrower shall pay directly to the L/C
         Issuer for its own account (i) a fronting fee for each standby Letter
         of Credit equal to 0.125% times the face amount of such letter of
         credit (but in no event less than $500 payable at issue) due and
         payable on the issuance thereof and (ii) a fronting fee with respect to
         each commercial Letter of Credit in the amounts and at the times as
         determined in accordance with Wells Fargo's then current fee policy. In
         addition, the Borrower shall pay directly to the L/C Issuer for its own
         account the customary presentation, amendment, transfer and negotiation
         and other processing fees, and other standard costs and charges, of the
         L/C Issuer relating to letters of credit as from time to time
         determined in accordance with Wells Fargo's then current fee policy.
         Such customary fees and standard costs and charges are due and payable
         on demand and are nonrefundable.

                  (k)      Conflict with Letter of Credit Application. In the
         event of any conflict between the terms hereof and the terms of any
         Letter of Credit Application, the terms hereof shall control.

         2.4      Terminations or Reductions of Commitments.

                  (a)      Mandatory. On the Maturity Date, all Commitments
         shall be terminated in their entirety.

                  (b)      Optional. Borrower shall have the right to terminate
         or reduce the unused portion of the Commitments at any time or from
         time to time, provided that (i) Borrower shall give notice of each such
         termination or reduction to Agent as provided in Section 4.3 hereof and
         (ii) each such partial reduction shall be in an integral multiple of
         $500,000.

                  (c)      No Reinstatement. No termination or reduction of the
         Commitments may be reinstated without the written approval of Agent and
         the Lenders.

                                     - 29 -

<PAGE>

         2.5      Fees.

                  (a)      Facility Fee. Borrower shall pay to Agent for the
         account of each Lender in accordance with its Commitment Percentage, a
         facility fee equal to the Facility Fee Percentage times the actual
         daily amount of the Aggregate Commitments (or, of the Aggregate
         Commitments have terminated, on the Outstanding Amount of all Revolving
         Loans, Swing Line Loans and L/C Obligations), regardless of usage. Such
         facility fees shall be computed (on the basis of the actual number of
         days elapsed in a year composed of 365 or 366 days, as the case may be)
         on each day. The facility fee shall be due and payable in arrears on
         the Quarterly Dates prior to the Maturity Date and on the Maturity Date
         (and, if applicable, thereafter on demand).

                  (b)      Utilization Fee. Borrower shall pay to Agent for the
         account of each Lender in accordance with its Commitment Percentage, a
         utilization fee at a rate per annum equal to the Utilization Fee
         Percentage times the Total Outstandings on each day that the Total
         Outstandings exceed 33 1/3% of the actual daily amount of the Aggregate
         Commitments. Such utilization fees shall be computed (on the basis of
         the actual number of days elapsed in a year composed of 365 or 366
         days, as the case may be) on each day. The utilization fee shall be due
         and payable in arrears on the Quarterly Dates prior to the Maturity
         Date and on the Maturity Date.

                  (c)      All past due fees payable under this Section shall
         bear interest at the Past Due Rate.

         2.6      Several Obligations. The failure of any Lender to make any
Loan to be made by it on the date specified therefor or to fund any
participation in Letters of Credit and Swing Line Loans on any date required
hereunder shall not relieve any other Lender of its obligation to make its Loan
or fund any such participation on such date, but neither Agent nor any Lender
shall be responsible or liable for the failure of any other Lender to make a
Loan or fund a participation to be made by such other Lender. Notwithstanding
anything contained herein to the contrary, (a) no Lender shall be required to
make or maintain Loans at any time outstanding if as a result the total
Obligations owed to such Lender shall exceed the lesser of (1) such Lender's
Commitment Percentage of all Obligations and (2) such Lender's Commitment
Percentage of the total Aggregate Commitments in effect at such time and (b) if
a Lender fails to make a Loan as and when required hereunder, then upon each
subsequent event which would otherwise result in funds being paid to the
defaulting Lender, the amount which would have been paid to the defaulting
Lender shall be divided among the non-defaulting Lenders ratably according to
their respective shares of the outstanding Commitment Percentages until the
Obligations of each Lender (including the defaulting Lender) are equal to such
Lender's Commitment Percentage of the total Obligations.

         2.7      Notes. The Revolving Loans made by each Lender shall be
evidenced by a single promissory note of Borrower (each a "Revolving Note") in
substantially the form of Exhibit C hereto payable to the order of such Lender
in a principal amount equal to the Commitment of such Lender, and otherwise duly
completed. The Swing Line Loan shall be evidenced by a single promissory note of
the Borrower (the "Swing Line Note") in substantially the form of Exhibit J
hereto payable to the order of Swing Line Lender in a principal amount equal to
the Swing Line Sublimit, and otherwise duly completed. The promissory notes
described in this Section are each, together with all renewals, extensions,
modifications and replacements thereof

                                     - 30 -

<PAGE>

and substitutions therefor, collectively called the "Notes". Each Lender is
hereby authorized by Borrower to endorse on the schedule (or a continuation
thereof) that may be attached to each Note of such Lender, to the extent
applicable, the date, amount, type of and the applicable period of interest for
each Loan made by such Lender to Borrower hereunder, and the amount of each
payment or prepayment of principal of such Loan received by such Lender,
provided that any failure by such Lender to make any such endorsement shall not
affect the obligations of Borrower under such Note or hereunder in respect of
such Loan.

         2.8      Use of Proceeds. The proceeds of the Credit Extensions shall
be used (i) to refinance certain existing Indebtedness of the Borrower, (ii) for
working capital and general corporate purposes and (iii) to pay certain fees and
expenses incurred in connection with the transactions contemplated by this
Agreement. Neither Agent nor any Lender shall have any responsibility as to the
use of any proceeds of the Credit Extensions.

         2.9      Increase of Commitments.

                  (a)      Provided no Default or Event of Default has occurred
         and is continuing, upon notice to the Agent (which shall promptly
         notify the Lenders), the Borrower may from time to time, request an
         increase in the Aggregate Commitments to an aggregate amount of up to
         $125,000,000. At the time of sending such notice, the Borrower (in
         consultation with the Agent) shall specify the time period within which
         each Lender is requested to respond (which shall in no event be less
         than 10 Business Days from the date of delivery of such notice to the
         Lenders). Each Lender shall notify the Agent within such time period
         whether or not it agrees to increase its Commitment and, if so, whether
         by an amount equal to, greater than, or less than its Commitment
         Percentage of such requested increase. Any Lender not responding within
         such time period shall be deemed to have declined to increase its
         Commitment. The Agent shall notify the Borrower and each Lender of the
         Lenders' responses to each request made hereunder. To achieve the full
         amount of a requested increase, the Borrower may also invite additional
         Eligible Assignees to become Lenders pursuant to a joinder agreement in
         Proper Form.

                  (b)      If the Aggregate Commitments are increased in
         accordance with this Section, the Agent and the Borrower shall
         determine the effective date (the "Increase Effective Date") and the
         final allocation of such increase. The Agent shall promptly notify the
         Borrower and the Lenders of the final allocation of such increase and
         the Increase Effective Date. As a condition precedent to such increase,
         the Borrower shall deliver to the Agent a certificate of the Borrower
         dated as of the Increase Effective Date (in sufficient copies for each
         Lender) signed by a Responsible Officer (i) certifying and attaching
         the resolutions adopted by the Borrower approving or consenting to such
         increase, and (ii) certifying that, before and after giving effect to
         such increase, (A) the representations and warranties contained in
         Section 6 hereof and the other Loan Documents are true and correct on
         and as of the Increase Effective Date, except to the extent that such
         representations and warranties specifically refer to an earlier date,
         in which case they are true and correct as of such earlier date, and
         except that for purposes of this Section 2.9, the representations and
         warranties contained in Section 6.2 shall be deemed to refer to the
         most recent statements furnished pursuant to subsections (a) and (b) of
         Section 7.2, and (B) no Default or Event of Default exists. The
         Borrower shall prepay any Revolving Loans outstanding on the Increase
         Effective Date (and pay any additional amounts required pursuant to
         Section 3.3(c)(iv)) to the extent necessary to

                                     - 31 -

<PAGE>

         keep the outstanding Revolving Loans ratable with any revised
         Commitment Percentages arising from any nonratable increase in the
         Commitments under this Section.

                  (c)      This Section shall supersede any provisions in
         Sections 4.5, 11.5 or 11.6 to the contrary.

         2.10     Non-Application of Chapter 346 of Texas Finance Code.
Borrower, Agent and the Lenders agree pursuant to Chapter 346 ("Chapter 346") of
the Texas Finance Code, that Chapter 346 (which relates to open-end line of
credit revolving loan accounts) shall not apply to this Agreement, the Notes or
any Obligation and that neither the Notes nor any Obligation shall be governed
by Chapter 346 or subject to its provisions in any manner whatsoever.

3.       BORROWINGS, PAYMENTS, PREPAYMENTS AND INTEREST OPTIONS.

         3.1      Borrowings. Borrower shall give Agent notice of each borrowing
to be made hereunder as provided in Section 4.3 hereof and Agent shall promptly
notify each Lender of such request. Not later than 12:00 noon central time on
the date specified for each such borrowing hereunder, each Lender shall make
available the amount of the Loan, if any, to be made by it on such date to Agent
at its Principal Office, in immediately available funds, for the account of
Borrower. Such amounts received by Agent will be held in an account maintained
by Borrower with Agent. The amounts so received by Agent shall, subject to the
terms and conditions of this Agreement, be made available to Borrower by wiring
or otherwise transferring, in immediately available funds, such amount to an
account designated by Borrower and approved by Agent.

         3.2      Payments; Prepayments.

                  (a)      Optional Prepayments on Revolving Loans. Except as
         provided in Section 3.3 hereof, Borrower shall have the right to
         prepay, on any Business Day, in whole or in part, without the payment
         of any premium, penalty or fee (other than Funding Losses), any
         Revolving Loans at any time or from time to time, provided that
         Borrower shall give Agent notice of each such prepayment as provided in
         Section 4.3 hereof. Each optional prepayment on a Revolving Loan shall
         be in an amount equal to a minimum of $1,000,000 plus integral
         multiples of $500,000.

                  (b)      Optional Prepayments on Swing Line Loans. Borrower
         shall have the right to prepay, on any Business Day, in whole or in
         part, without the payment of any premium, penalty or fee, any Swing
         Line Loans at any time or from time to time, provided that Borrower
         shall give Agent notice of each such prepayment as provided in Section
         4.3 hereof. Each optional prepayment on a Swing Line Loan shall be in
         an amount equal to a minimum of $500,000.

                  (c)      Mandatory Prepayments. If for any reason the Total
         Outstandings at any time exceed the Aggregate Commitments then in
         effect, the Borrower shall immediately prepay Loans and/or Cash
         Collateralize the L/C Obligations in an aggregate amount equal to such
         excess; provided, however, that the Borrower shall not be required to
         Cash Collateralize the L/C Obligations pursuant to this Section 3.2(c)
         unless after the prepayment in full of the Revolving Loans and the
         Swing Line Loans the Total Outstandings exceed the Aggregate
         Commitments then in effect.

                                     - 32 -

<PAGE>

                  (d)      Interest Payments. Accrued and unpaid interest on the
         unpaid principal balance of the Loans shall be due and payable on the
         Interest Payment Dates and on the date of any prepayment of the Loans.

                  (e)      Interest on Past Due Payments. Subject to Section
         11.7 hereof, Borrower will pay to Agent for the account of each Lender
         interest at the applicable Past Due Rate on any amount payable by
         Borrower hereunder to or for the account of such Lender (but, if such
         amount is interest, only to the extent legally allowed), which shall
         not be paid in full within five (5) days after the date due (whether at
         stated maturity, by acceleration or otherwise), for the period
         commencing on the expiration of such five (5) day period until the same
         is paid in full.

         3.3      Interest Options.

                  (a)      Options Available. The outstanding principal balance
         of the Notes shall bear interest at the Base Rate; provided, that (1)
         subject to Section 3.2(e), all past due amounts, both principal and
         accrued and unpaid interest, shall bear interest at the Past Due Rate,
         and (2) subject to the provisions hereof, Borrower shall have the
         option of having all or any portion of the principal balances of the
         Revolving Notes from time to time outstanding bear interest at a
         Eurodollar Rate. The records of Agent and each of the Lenders with
         respect to Interest Options, Interest Periods and the amounts of Loans
         to which they are applicable shall be prima facie evidence of the
         correctness thereof. Interest on the Revolving Loans shall be
         calculated at the Base Rate except where it is expressly provided
         pursuant to this Agreement that a Eurodollar Rate is to apply. Interest
         on the amount of each advance against the Notes shall be computed on
         the amount of that advance and from the date it is made to but
         excluding the date of repayment thereof. Notwithstanding anything in
         this Agreement to the contrary, for the full term of the Notes the
         interest rate produced by the aggregate of all sums paid or agreed to
         be paid to the holders of the Notes for the use, forbearance or
         detention of the debt evidenced thereby (including all interest on the
         Notes at the Stated Rate plus the Additional Interest) shall not exceed
         the Ceiling Rate.

                  (b)      Designation and Conversion. Borrower shall have the
         right to designate or convert its Interest Options in accordance with
         the provisions hereof. Provided no Event of Default has occurred and is
         continuing and subject to the last sentence of Section 3.3(a) and the
         provisions of Section 3.3(c), Borrower may elect to have a Eurodollar
         Rate apply or continue to apply to all or any portion of the principal
         balance of the Revolving Notes. Each change in Interest Options shall
         be a conversion of the rate of interest applicable to the specified
         portion of the Revolving Loans, but such conversion shall not change
         the respective outstanding principal balances of the Revolving Notes.
         The Interest Options shall be designated or converted in the manner
         provided below:

                  (i)      Borrower shall give Agent telephonic notice, promptly
                           confirmed by a Rate Designation Notice (and Agent
                           shall promptly inform each Lender thereof). Each such
                           telephonic and written notice shall specify the
                           amount of the Revolving Loan which is the subject of
                           the designation, if any; the amount of borrowings
                           into which such borrowings are to be converted or for
                           which an Interest Option is designated; the proposed
                           date for the

                                     - 33 -

<PAGE>

                           designation or conversion and the Interest Period or
                           Periods, if any, selected by Borrower. Such
                           telephonic notice shall be irrevocable and shall be
                           given to Agent no later than the applicable Rate
                           Designation Date.

                  (ii)     No more than ten (10) LIBOR Borrowings shall be in
                           effect at any time.

                  (iii)    Each advance, designation or conversion of a LIBOR
                           Borrowing shall occur on a LIBOR Business Day.

                  (iv)     Except as provided in Section 3.3(c) hereof, no LIBOR
                           Borrowing may be converted to a Base Rate Borrowing
                           or another LIBOR Borrowing on any day other than the
                           last day of the applicable Interest Period.

                  (v)      Each request for a LIBOR Borrowing shall be in the
                           amount equal to $5,000,000 or an integral multiple of
                           $1,000,000 in excess thereof.

                  (vi)     Subject to Section 3.3(c)(i), each designation of an
                           Interest Option with respect to the Revolving Notes
                           shall apply to all of the Revolving Notes ratably in
                           accordance with their respective outstanding
                           principal balances. If any Lender assigns an interest
                           in its Revolving Note when any LIBOR Borrowing is
                           outstanding with respect thereto, then such assignee
                           shall have its ratable interest in such LIBOR
                           Borrowing.

                  (c)      Special Provisions Applicable to LIBOR Borrowings.

                  (i)      Options Unlawful. If the adoption of any applicable
                           Legal Requirement after the Effective Date or any
                           change after the Effective Date in any applicable
                           Legal Requirement or in the interpretation or
                           administration thereof by any Governmental Authority
                           or compliance by any Lender with any request or
                           directive (whether or not having the force of law)
                           issued after the Effective Date by any central bank
                           or other Governmental Authority shall at any time
                           make it unlawful or impossible for any Lender to
                           permit the establishment of or to maintain any LIBOR
                           Borrowing, the commitment of such Lender to establish
                           such LIBOR Borrowing shall forthwith be canceled and
                           Borrower shall on the last day the Interest Period
                           relating to any outstanding LIBOR Borrowing (or
                           within such earlier period as may be required by
                           applicable law) (1) convert the LIBOR Borrowing of
                           such Lender to a Base Rate Borrowing; (2) pay all
                           accrued and unpaid interest to date on the amount so
                           converted; and (3) pay any amounts required to
                           compensate each Lender for any additional cost or
                           expense which any Lender may incur as a result of
                           such adoption of or change in such Legal Requirement
                           or in the interpretation or administration thereof
                           and any Funding Loss which any Lender may incur as a
                           result of such conversion. If, when Agent so notifies
                           Borrower, Borrower has given a Rate Designation
                           Notice specifying a LIBOR Borrowing but the selected
                           Interest Period has not yet begun, as to the
                           applicable Lender such Rate Designation Notice shall
                           be deemed to be of no force and effect, as if never
                           made, and the balance of the Revolving Loans made by
                           such Lender specified in such Rate Designation Notice

                                     - 34 -

<PAGE>

                           shall bear interest at the Base Rate until a
                           different available Interest Option shall be
                           designated in accordance herewith.

                  (ii)     Increased Cost of Borrowings. Subject to Section
                           11.15, if the adoption after the Effective Date of
                           any applicable Legal Requirement or any change after
                           the Effective Date in any applicable Legal
                           Requirement or in the interpretation or
                           administration thereof by any Governmental Authority
                           or compliance by any Lender with any request or
                           directive (whether or not having the force of law)
                           issued after the Effective Date by any central bank
                           or Governmental Authority shall at any time as a
                           result of any portion of the principal balances of
                           the Revolving Notes being maintained on the basis of
                           a Eurodollar Rate:

                           (1)      subject any Lender to any Taxes, or any
                                    deduction or withholding for any Taxes, on
                                    or from any payment due under any LIBOR
                                    Borrowing or other amount due hereunder,
                                    other than income and franchise taxes of the
                                    United States or its political subdivisions
                                    or such other jurisdiction in which the
                                    applicable Lender has any office or
                                    applicable lending office; or

                           (2)      change the basis of taxation of payments due
                                    from Borrower to any Lender under any LIBOR
                                    Borrowing (otherwise than by a change in the
                                    rate of taxation of the gross revenues or
                                    overall net income of such Lender); or

                           (3)      impose, modify, increase or deem applicable
                                    any reserve requirement (excluding that
                                    portion of any reserve requirement included
                                    in the calculation of the applicable
                                    Eurodollar Rate), special deposit
                                    requirement or similar requirement
                                    (including, but not limited to, state law
                                    requirements) against assets of any Lender,
                                    or against deposits with any Lender, or
                                    against loans made by any Lender, or against
                                    any other funds, obligations or other
                                    Property owned or held by any Lender; or

                           (4)      impose on any Lender any other condition
                                    regarding any LIBOR Borrowing;

                           and the result of any of the foregoing is to increase
                           the cost to any Lender of agreeing to make or of
                           making, renewing or maintaining such LIBOR Borrowing,
                           or reduce the amount of principal or interest
                           received by any Lender, then, within 15 Business Days
                           after demand by Agent (accompanied by a statement
                           setting forth in reasonable detail the applicable
                           Lender's basis therefor), Borrower shall pay to Agent
                           additional amounts which shall compensate each Lender
                           for such increased cost or reduced amount. The
                           determination by any Lender of the amount of any such
                           increased cost, increased reserve requirement or
                           reduced amount shall be prima facie evidence of the
                           correctness thereof. Borrower shall have the right,
                           if it receives from Agent any notice referred to in
                           this paragraph, upon three Business Days' notice to
                           Agent (which shall notify

                                     - 35 -

<PAGE>

                           each affected Lender), either (i) to repay in full
                           (but not in part) any borrowing with respect to which
                           such notice was given, together with any accrued
                           interest thereon, or (ii) to convert the LIBOR
                           Borrowing which is the subject of the notice to a
                           Base Rate Borrowing; provided, that any such
                           repayment or conversion shall be accompanied by
                           payment of (x) the amount required to compensate each
                           Lender for the increased cost or reduced amount
                           referred to in the preceding paragraph; (y) all
                           accrued and unpaid interest to date on the amount so
                           repaid or converted, and (z) any Funding Loss which
                           any Lender may incur as a result of such repayment or
                           conversion. Each Lender will notify Borrower through
                           Agent of any event occurring after the date of this
                           Agreement which will entitle such Lender to
                           compensation pursuant to this Section as promptly as
                           practicable after it obtains knowledge thereof and
                           determines to request such compensation, and (if so
                           requested by Borrower through Agent) will designate a
                           different lending office of such Lender for the
                           applicable LIBOR Borrowing or will take such other
                           action as Borrower may reasonably request if such
                           designation or action is consistent with the internal
                           policy of such Lender and legal and regulatory
                           restrictions, will avoid the need for, or reduce the
                           amount of, such compensation and will not, in the
                           sole opinion of such Lender, be disadvantageous to
                           such Lender (provided that such Lender shall have no
                           obligation so to designate a different lending office
                           which is located in the United States of America).

                  (iii)    Inadequacy of Pricing and Rate Determination. If, for
                           any reason with respect to any Interest Period, Agent
                           (or, in the case of clause 3 below, the applicable
                           Lender) shall have reasonably determined that:

                           (1)      Agent is unable through its customary
                                    general practices to determine any
                                    applicable Eurodollar Rate, or

                           (2)      by reason of circumstances affecting the
                                    applicable market, generally, Agent is not
                                    being offered deposits in United States
                                    dollars in such market, for the applicable
                                    Interest Period and in an amount equal to
                                    the amount of any applicable LIBOR Borrowing
                                    requested by Borrower, or

                           (3)      any applicable Eurodollar Rate will not
                                    adequately and fairly reflect the cost to
                                    any Lender of making and maintaining such
                                    LIBOR Borrowing hereunder for any proposed
                                    Interest Period,

                           then Agent shall give Borrower notice thereof and
                           thereupon, (A) any Rate Designation Notice previously
                           given by Borrower designating the applicable LIBOR
                           Borrowing which has not commenced as of the date of
                           such notice from Agent shall be deemed for all
                           purposes hereof to be of no force and effect, as if
                           never given, and (B) until Agent shall notify
                           Borrower that the circumstances giving rise to such
                           notice from Agent no longer exist, each Rate
                           Designation Notice requesting the applicable
                           Eurodollar Rate shall be deemed a request for a Base
                           Rate Borrowing, and any applicable LIBOR Borrowing
                           then outstanding shall be converted,

                                     - 36 -

<PAGE>


                           without any notice to or from Borrower, upon the
                           termination of the Interest Period then in effect
                           with respect to it, to a Base Rate Borrowing.

                  (iv)     Funding Losses. Borrower shall indemnify each Lender
                           against and hold each Lender harmless from any
                           Funding Loss. Subject to Section 11.15, this
                           indemnity shall survive the payment of the Revolving
                           Notes. Within 15 Business Days after demand by Agent
                           (accompanied by a certificate of such Lender setting
                           forth in reasonable detail the amount and calculation
                           of the amount claimed as to any Funding Losses, which
                           shall be prima facie evidence of the correctness
                           thereof), Borrower shall pay to Agent, for the
                           account of such Lender, the amount of such Funding
                           Losses.

                  (d)      Funding Offices; Adjustments Automatic; Calculation
         Year. Any Lender may, if it so elects, fulfill its obligation as to any
         LIBOR Borrowing by causing a branch or affiliate of such Lender to make
         such Revolving Loan and may transfer and carry such Revolving Loan at,
         to or for the account of any branch office or affiliate of such Lender;
         provided, that in such event for the purposes of this Agreement such
         Revolving Loan shall be deemed to have been made by such Lender and the
         obligation of Borrower to repay such Revolving Loan shall nevertheless
         be to such Lender and shall be deemed held by it for the account of
         such branch or affiliate. Without notice to Borrower or any other
         Person, each rate required to be calculated or determined under this
         Agreement shall automatically fluctuate upward and downward in
         accordance with the provisions of this Agreement. Interest at the Prime
         Rate and at the Base Rate shall be computed on the basis of the actual
         number of days elapsed in a year consisting of 365 or 366 days, as the
         case may be. All other interest required to be calculated or determined
         under this Agreement shall be computed on the basis of the actual
         number of days elapsed in a year consisting of 360 days, unless the
         Ceiling Rate would thereby be exceeded, in which event, to the extent
         necessary to avoid exceeding the Ceiling Rate, the applicable interest
         shall be computed on the basis of the actual number of days elapsed in
         the applicable calendar year in which accrued.

                  (e)      Funding Sources. Notwithstanding any provision of
         this Agreement to the contrary, each Lender shall be entitled to fund
         and maintain its funding of all or any part of the Revolving Loans in
         any manner it sees fit, it being understood, however, that for the
         purposes of this Agreement all determinations hereunder shall be made
         as if each Lender had actually funded and maintained each LIBOR
         Borrowing during each Interest Period through the purchase of deposits
         having a maturity corresponding to such Interest Period and bearing an
         interest rate equal to the Eurodollar Rate for such Interest Period.

4.       PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS, ETC.

         4.1      Payments.

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

                  (b)      The Borrower shall repay each Swing Line Loan on the
         earlier to occur of (i) the date 10 days after such Swing Line Loan is
         made and (ii) the Maturity Date.

                                     - 37 -
<PAGE>

                  (c)      Except to the extent otherwise provided herein, all
         payments of principal, interest and other amounts to be made by
         Borrower hereunder, under the Notes and under the other Loan Documents
         shall be made in Dollars, in immediately available funds, to Agent at
         the Principal Office (or in the case of a successor Agent, at the
         principal office of such successor Agent in the United States), not
         later than 11:00 a.m. central time on the date on which such payment
         shall become due (each such payment made after such time on such due
         date to be deemed to have been made on the next succeeding Business
         Day).

                  (d)      Borrower shall, at the time of making each payment
         hereunder, under any Note or under any other Loan Document, specify to
         Agent the Loans or other amounts payable by Borrower hereunder or
         thereunder to which such payment is to be applied. Each payment
         received by Agent hereunder, under any Note or under any other Loan
         Document for the account of a Lender shall be paid promptly to such
         Lender, in immediately available funds. If Agent fails to send to any
         Lender the applicable amount by the close of business on the date any
         such payment is received by Agent if such payment is received prior to
         11:00 a.m. central time (or on the next succeeding Business Day with
         respect to payments which are received after 11:00 a.m. central time),
         Agent shall pay to the applicable Lender interest on such amount from
         such date at the Federal Funds Rate. Borrower, the Lenders and Agent
         acknowledge and agree that this provision and each other provision of
         this Agreement or any of the other Loan Documents relating to the
         application of amounts in payment of the Obligations shall be subject
         to the provisions of Section 4.2(f) regarding pro rata application of
         amounts after an Event of Default shall have occurred and be
         continuing.

                  (e)      If the due date of any payment hereunder or under any
         Note falls on a day which is not a Business Day, the due date for such
         payments (except as otherwise provided in clause (2) of the definition
         of "Interest Period") shall be extended to the next succeeding Business
         Day and interest shall be payable for any principal so extended for the
         period of such extension.

                  (f)      All payments by Borrower hereunder or under any other
         Loan Document shall be made free and clear of and without deduction for
         or on account of any present or future income, stamp, or other taxes,
         fees, duties, withholding or other charges of any nature whatsoever
         imposed by any taxing authority excluding in the case of Agent and each
         Lender taxes imposed on or measured by its net income or franchise
         taxes imposed by the jurisdiction in which it is organized or through
         which it acts for purposes of this Agreement (such non-excluded items
         being hereinafter referred to as "Taxes"). If as a result of any change
         in law (or the interpretation thereof) after the date that Agent or the
         applicable Lender became a party to this Agreement, any withholding or
         deduction from any payment to be made to, or for the account of, such
         Person by Borrower hereunder or under any other Loan Document is
         required in respect of any Taxes pursuant to any applicable law, rule,
         or regulation, then Borrower will (i) pay to the relevant authority the
         full amount required to be so withheld or deducted; (ii) to the extent
         available, promptly forward to Agent an official receipt or other
         documentation reasonably satisfactory to Agent evidencing such payment
         to such authority; and (iii) pay to Agent, for the account of each
         affected Person, such additional amount or amounts as are necessary to
         ensure that the net amount actually received by such Lender will equal
         the full amount such Person would have received had no such withholding
         or deduction been required. Each

                                     - 38 -
<PAGE>

         such Person shall determine such additional amount or amounts payable
         to it (which determination shall be prima facie evidence of the
         correctness thereof). If Agent or any Lender becomes aware that any
         such withholding or deduction from any payment to be made by Borrower
         hereunder or under any other Loan Document is required, then such
         Person shall promptly notify Agent and Borrower thereof stating the
         reasons therefor and the additional amount required to be paid under
         this Section. Each Lender shall execute and deliver to Agent and
         Borrower such forms as it may be required to execute and deliver
         pursuant to Section 11.13 hereof. To the extent that any such
         withholding or deduction results from the failure of a Lender to
         provide a form required by Section 11.13 hereof (unless such failure is
         due to some prohibition under applicable Legal Requirements), Borrower
         shall have no obligation to pay the additional amount required by
         clause (iii) above. Anything in this Section notwithstanding, if any
         Lender elects to require payment by Borrower of any material amount
         under this Section, Borrower may, within 60 days after the date of
         receiving notice thereof and so long as no Default shall have occurred
         and be continuing, elect to terminate such Lender as a party to this
         Agreement; provided that, concurrently with such termination Borrower
         shall (i) if Agent and each of the other Lenders shall consent, pay
         that Lender all principal, interest and fees and other amounts owed to
         such Lender through such date of termination or (ii) have arranged for
         another financial institution approved by Agent (such approval not to
         be unreasonably withheld or delayed) as of such date, to become a
         substitute Lender for all purposes under this Agreement in the manner
         provided in Section 11.6; provided further that, prior to substitution
         for any Lender, Borrower shall have given written notice to Agent of
         such intention and the Lenders shall have the option, but no
         obligation, for a period of 60 days after receipt of such notice, to
         increase their Commitments in order to replace the affected Lender in
         lieu of such substitution.

         4.2      Pro Rata Treatment. Except to the extent otherwise provided
herein: (a) each revolving borrowing from the Lenders under Section 2.1 hereof
shall be made ratably from the Lenders in accordance with their respective
Commitments; (b) each Lender's participations in L/C Obligations or Swing Line
Loans shall be determined, pro rata, according to the Lender's respective
Commitments; (c) each payment of facility and utilization fees shall be made for
the account of the Lenders, and each termination or reduction of the Commitments
of the Lenders under Section 2.4 hereof shall be applied, pro rata, according to
the Lenders' respective Commitments, and (d) each payment by Borrower of
principal of or interest on the Loans shall be made to Agent for the account of
the Lenders pro rata in accordance with the respective unpaid principal amounts
of such Loans held by the Lenders.

         4.3      Certain Actions, Notices, Etc. Notices to Agent of any
termination or reduction of Commitments and of borrowings and optional
prepayments of Loans shall be irrevocable and shall be effective only if
received by Agent not later than 12:00 noon central time on the number of
Business Days prior to the date of the relevant termination, reduction,
borrowing and/or prepayment specified below:

<TABLE>
<CAPTION>
                                              Number of Business Days
                                                   Prior Notice
<S>                                           <C>
Termination or Reduction of Commitments                 3

Loan repayment                                          1
</TABLE>

                                     - 39 -
<PAGE>

<TABLE>
<S>                                            <C>
Borrowing of the Base Rate                     1

Selection of a Eurodollar Rate                 3 LIBOR Business Days

Prepayment of Base Rate Borrowing              1

Prepayment of LIBOR Borrowing                  3 LIBOR Business Days

Swing Line Borrowing and repayment             same day
</TABLE>

Each such notice of termination or reduction shall specify the amount of the
applicable Commitment to be terminated or reduced. Each such notice of borrowing
or prepayment shall specify the amount of the Loans to be borrowed or prepaid
and the date of borrowing or prepayment (which shall be a Business Day). Agent
shall promptly notify the affected Lenders of the contents of each such notice.

         4.4      Non-Receipt of Funds by Agent. Unless Agent shall have been
notified by a Lender or Borrower (the "Payor") prior to the date on which such
Lender is to make payment to Agent of the proceeds of a Loan to be made by it
hereunder or Borrower is to make a payment to Agent for the account of one or
more of the Lenders, as the case may be (such payment being herein called the
"Required Payment"), which notice shall be effective upon receipt, that the
Payor does not intend to make the Required Payment to Agent, Agent may assume
that the Required Payment has been made and may, in reliance upon such
assumption (but shall not be required to), make the amount thereof available to
the intended recipient on such date and, if the Payor has not in fact made the
Required Payment to Agent, the recipient of such payment shall, on demand, pay
to Agent the amount made available by Agent, together with interest thereon in
respect of the period commencing on the date such amount was so made available
by Agent until the date Agent recovers such amount at a rate per annum equal to
the Federal Funds Rate for such period.

         4.5      Sharing of Payments, Etc. If a Lender shall obtain payment of
any principal of or interest on account of any Loan made by it under this
Agreement, or the participations in L/C Obligations or Swing Line Loans held by
it, or on any other Obligation then due to such Lender hereunder, through the
exercise of any right of set-off (including, without limitation, any right of
setoff or Lien granted under Section 9.2 hereof), banker's lien, counterclaim or
similar right or otherwise, it shall promptly purchase from the other Lenders
participations in the Revolving Loans made, and/or such subparticipations in the
participations in the L/C Obligations, Swing Line Loans or other Obligations
held, by the other Lenders in such amounts, and make such other adjustments from
time to time as shall be equitable to the end that all the Lenders shall share
the benefit of such payment (net of any expenses which may be incurred by such
Lender in obtaining or preserving such benefit) pro rata in accordance with the
unpaid Obligations then due to each of them; provided, however, that if all or
any portion of such excess payment is thereafter recovered from such purchasing
Lender, such purchase from each Lender shall be rescinded and such Lender shall
repay to the purchasing Lender the purchase price to the extent of such recovery
together with an amount equal to such Lender's ratable share (according to the
proportion of (i) the amount of such Lender's required repayment to (ii) the
total amount so recovered from the purchasing Lender) of any interest or other
amount paid or payable by the purchasing Lender in respect of the total amount
so recovered. To such end all the Lenders shall make appropriate adjustments
among themselves (by the resale of participations sold or

                                     - 40 -
<PAGE>

otherwise) if such payment is rescinded or must otherwise be restored. Borrower
agrees, to the fullest extent it may effectively do so under applicable law,
that any Lender so purchasing a participation in the Loans made, and/or such
subparticipations in the participations in the L/C Obligations, Swing Line Loans
or other Obligations held, by other Lenders may exercise all rights of set-off,
bankers' lien, counterclaim or similar rights with respect to such participation
as fully as if such Lender were a direct holder of Loans, participations in L/C
Obligations or Swing Line Loans or other Obligations in the amount of such
participation. Nothing contained herein shall require any Lender to exercise any
such right or shall affect the right of any Lender to exercise, and retain the
benefits of exercising, any such right with respect to any other indebtedness or
obligation of Borrower.

5.       CONDITIONS PRECEDENT TO CREDIT EXTENSIONS.

         5.1      Initial Credit Extensions. The obligation of each Lender to
make its initial Credit Extension hereunder is subject to the following
conditions precedent, each of which shall have been fulfilled or waived to the
satisfaction of Agent:

                  (a)      Authorization and Status. Agent shall have received
         (i) copies of the Organizational Documents of Borrower certified as
         true and correct by its secretary, assistant secretary or other
         equivalent officer, (ii) evidence reasonably satisfactory to Agent of
         all action taken by Borrower authorizing the execution, delivery and
         performance of the Loan Documents and all other documents related to
         this Agreement to which it is a party (including, without limitation, a
         certificate of the secretary, assistant secretary or other equivalent
         officer of each such party which is a corporation setting forth the
         resolutions of its board of directors authorizing the transactions
         contemplated thereby), and (iii) such certificates as may be
         appropriate to demonstrate the qualification and good standing of
         Borrower in the jurisdiction of its organization and in each other
         jurisdiction where the failure in which to qualify could reasonably be
         expected to have a Material Adverse Effect.

                  (b)      Incumbency. Borrower shall have delivered to Agent a
         certificate in respect of the name and signature of each of the
         officers (i) who is authorized to sign on its behalf the applicable
         Loan Documents to which it is a party related to any Loan and (ii) who
         will, until replaced by another officer or officers duly authorized for
         that purpose, act as its representative for the purposes of signing
         documents and giving notices and other communications in connection
         with any Loan. Agent and each Lender may conclusively rely on such
         certificates until they receive notice in writing from Borrower to the
         contrary.

                  (c)      Notes. Agent shall have received (i) the appropriate
         Revolving Notes of Borrower for each Lender, duly completed and
         executed and (ii) the Swing Line Note of the Borrower for the Swing
         Line Lender, duly completed and executed.

                  (d)      Loan Documents. Borrower shall have duly executed and
         delivered the Loan Documents to which it is a party (in such number of
         copies as Agent shall have requested). Each such Loan Document shall be
         in substantially the form furnished to the Lenders prior to their
         execution of this Agreement, together with such changes therein as
         Agent may approve.

                                     - 41 -
<PAGE>

                  (e)      Fees and Expenses. Borrower shall have paid to Agent
         all unpaid fees in the amounts previously agreed upon in writing among
         Borrower and Agent.

                  (f)      Opinions of Counsel. Agent shall have received such
         opinions of counsel to Borrower as Agent shall reasonably request with
         respect to Borrower and the Loan Documents.

                  (g)      Consents. Agent shall have received evidence
         reasonably satisfactory to the Majority Lenders that all material
         consents of each Governmental Authority and of each other Person, if
         any, reasonably required in connection with (a) the Loans and (b) the
         execution, delivery and performance of this Agreement and the other
         Loan Documents have been satisfactorily obtained.

                  (h)      Other Documents. Agent shall have received such other
         documents consistent with the terms of this Agreement and relating to
         the transactions contemplated hereby as Agent may reasonably request.

         5.2      All Credit Extensions. The obligation of each Lender to make
any Credit Extension to be made by it hereunder is subject to: (a) the accuracy,
in all material respects, on the date of such Credit Extension of all
representations and warranties of Borrower contained in this Agreement and the
other Loan Documents, except to the extent expressly limited to an earlier date;
(b) Agent, and, if applicable, the L/C Issuer or the Swing Line Lender, shall
have received the following, all of which shall be duly executed and in Proper
Form: (1) a Request for Extension of Credit as to the Loan no later than 12:00
noon central time on the Business Day on which such Request for Extension of
Credit must be given under Section 4.3 hereof and (2) such other documents as
Agent, and, if applicable, the L/C Issuer or the Swing Line Lender may
reasonably require; (c) prior to the making of such Credit Extension, there
shall have occurred no event which could reasonably be expected to have a
Material Adverse Effect; (d) no Default or Event of Default shall have occurred
and be continuing, and (e) the making of such Credit Extension shall not be
illegal or prohibited by any Legal Requirement. The submission by Borrower of a
Request for Extension of Credit shall be deemed to be a representation and
warranty that the conditions precedent to the applicable Credit Extension have
been satisfied.

6.       REPRESENTATIONS AND WARRANTIES.

         To induce Agent and the Lenders to enter into this Agreement and to
make the Credit Extensions, Borrower represents and warrants (such
representations and warranties to survive any investigation and the making of
the Credit Extensions) to the Lenders and Agent as follows:

         6.1      Organization. Borrower and each of its Restricted Subsidiaries
(a) is duly organized, validly existing and in good standing under the laws of
the jurisdiction of its organization; (b) has all necessary power and authority
to conduct its business as presently conducted, and (c) is duly qualified to do
business and in good standing in the jurisdiction of its organization and in all
jurisdictions in which the failure to so qualify could reasonably be expected to
have a Material Adverse Effect.

         6.2      Financial Statements. Borrower has furnished to Agent (i)
audited financial statements (including a balance sheet) as to Borrower which
fairly present in all material respects, in accordance with GAAP, the
consolidated financial condition and the results of

                                     - 42 -
<PAGE>

operations of Borrower and its Subsidiaries as of the end of the fiscal year
ended December 31, 2002 and (ii) unaudited financial statements (including a
balance sheet) as to Borrower which fairly present in all material respects, in
accordance with GAAP (subject to year-end adjustments and the absence of notes),
the consolidated financial condition and the results of operations of Borrower
and its Subsidiaries as of the end of the fiscal quarter ended March 31, 2003.
No events, conditions or circumstances have occurred from the date that the
financial statements were delivered to Agent through the Effective Date which
would cause said financial statements to be misleading in any material respect.
There are no material instruments or liabilities which should be reflected in
such financial statements provided to Agent which are not so reflected that are
necessary in order for such financial statement presentation to conform to GAAP.
Since December 31, 2002, no event has occurred and no circumstance has arisen
which could reasonably be expected to cause a Material Adverse Effect.

         6.3      Enforceable Obligations; Authorization. The Loan Documents are
legal, valid and binding obligations of Borrower, enforceable in accordance with
their respective terms, except as may be limited by bankruptcy, insolvency and
other similar laws and judicial decisions affecting creditors' rights generally
and by general equitable principles. The execution, delivery and performance of
the Loan Documents by Borrower (a) have all been duly authorized by all
necessary action; (b) are within the corporate power and authority of Borrower;
(c) do not and will not contravene or violate any Legal Requirement applicable
to Borrower or the Organizational Documents of Borrower, the contravention or
violation of which could reasonably be expected to have a Material Adverse
Effect; (d) do not and will not result in the breach of, or constitute a default
under, any material agreement or instrument by which Borrower or any of its
Property may be bound, and (e) do not and will not result in the creation of any
Lien upon any Property of Borrower, except in favor of Agent or as expressly
contemplated herein or therein. All necessary permits, registrations and
consents for such making and performance have been obtained.

         6.4      Other Debt. Neither Borrower nor any its Restricted
Subsidiaries is in default in the payment of any other Indebtedness or under any
agreement, mortgage, deed of trust, security agreement or lease to which it is a
party and which default could reasonably be expected to have a Material Adverse
Effect.

         6.5      Litigation. There is no litigation or administrative
proceeding, to the knowledge of any executive officer of Borrower, pending or
threatened against, nor any outstanding judgment, order or decree against,
Borrower or any of its Restricted Subsidiaries before or by any Governmental
Authority which does or could reasonably be expected to have a Material Adverse
Effect. Neither Borrower nor any its Restricted Subsidiaries is in default with
respect to any judgment, order or decree of any Governmental Authority where
such default could reasonably be expected to have a Material Adverse Effect.

         6.6      Taxes. Borrower and each of its Restricted Subsidiaries has
filed all tax returns required to have been filed and paid all taxes shown
thereon to be due, except those for which extensions have been obtained and
those which are being contested in good faith or where the failure to make
required filings or pay required taxes could not reasonably be expected to have
a Material Adverse Effect.

         6.7      Regulations U and X. None of the proceeds of any Loan will be
used for the purpose of purchasing or carrying directly or indirectly any margin
stock or for any other

                                     - 43 -
<PAGE>

purpose would constitute this transaction a "purpose credit" within the meaning
of Regulations U and X of the Board of Governors of the Federal Reserve System,
as any of them may be amended from time to time.

         6.8      Subsidiaries. As of the Effective Date, Borrower has no
Subsidiaries other than as set forth on Exhibit F hereto. There are no
Unrestricted Subsidiaries of Borrower as of the Effective Date.

         6.9      No Untrue or Misleading Statements. No document, instrument or
other writing furnished to the Lenders by or on behalf of Borrower in connection
with the transactions contemplated in any Loan Document contains any untrue
material statement of fact or omits to state any such fact necessary to make the
representations, warranties and other statements contained herein or in such
other document, instrument or writing not misleading in any material respect.

         6.10     ERISA. With respect to each Plan, Borrower and each member of
the Controlled Group have fulfilled their obligations, including obligations
under the minimum funding standards of ERISA and the Code and are in compliance
in all material respects with the provisions of ERISA and the Code. No event has
occurred which could result in a liability of Borrower or any member of the
Controlled Group to the PBGC or a Plan (other than to make contributions in the
ordinary course) could reasonably be expected to have a Material Adverse Effect.
There have not been any nor are there now existing any events or conditions that
would cause the Lien provided under Section 4068 of ERISA to attach to any
Property of Borrower or any member of the Controlled Group. Unfunded Liabilities
as of the date hereof are not reasonably expected to result in a Material
Adverse Effect. No "prohibited transaction" has occurred with respect to any
Plan.

         6.11     Investment Company Act. Neither Borrower nor any its
Restricted Subsidiaries is an investment company within the meaning of the
Investment Company Act of 1940, as amended, or, directly or indirectly,
controlled by or acting on behalf of any Person which is an investment company,
within the meaning of said Act.

         6.12     Public Utility Holding Company Act. Neither Borrower nor any
its Restricted Subsidiaries is an "affiliate" or a "subsidiary company" of a
"public utility company," or a "holding company," or an "affiliate" or a
"subsidiary company" of a "holding company," as such terms are defined in the
Public Utility Holding Company Act of 1935, as amended.

         6.13     Fiscal Year. The fiscal year of Borrower ends on December 31.

         6.14     Compliance. Borrower and each of its Restricted Subsidiaries
is in compliance with all Legal Requirements applicable to it, except to the
extent that the failure to comply therewith could not reasonably be expected to
have a Material Adverse Effect.

         6.15     Environmental Matters. Borrower and each of its Restricted
Subsidiaries has, to the best knowledge of their respective executive officers,
obtained and maintained in effect all Environmental Permits (or the applicable
Person has initiated the necessary steps to transfer the Environmental Permits
into its name or obtain such permits), the failure to obtain which could
reasonably be expected to have a Material Adverse Effect. Borrower and each of
its Restricted Subsidiaries and their Properties, business and operations have
been and are, to the best

                                     - 44 -
<PAGE>

knowledge of their respective executive officers, in compliance with all
applicable Requirements of Environmental Law and Environmental Permits the
failure to comply with which could reasonably be expected to have a Material
Adverse Effect. Borrower and each of its Restricted Subsidiaries and their
Properties, business and operations are not subject to any (A) Environmental
Claims or (B), to the best knowledge of their respective executive officers
(after making reasonable inquiry of the personnel and records of their
respective Corporations), Environmental Liabilities, in either case direct or
contingent, arising from or based upon any act, omission, event, condition or
circumstance occurring or existing on or prior to the date hereof which could
reasonably be expected to have a Material Adverse Effect. None of the officers
of Borrower or any of its Restricted Subsidiaries has received any notice of any
violation or alleged violation of any Requirements of Environmental Law or
Environmental Permit or any Environmental Claim in connection with its
Properties, liabilities, condition (financial or otherwise), business or
operations which could reasonably be expected to have a Material Adverse Effect.
Borrower does not know of any event or condition with respect to currently
enacted Requirements of Environmental Laws presently scheduled to become
effective in the future with respect to any of the Properties of Borrower or any
of its Restricted Subsidiaries which could reasonably be expected to have a
Material Adverse Effect, for which good faith provisions have not been made by
Borrower or such Restricted Subsidiary in its business plan and projections of
financial performance.

         6.16     Tax Shelter Regulations. The Borrower does not intend to treat
the Loans and/or Letters of Credit and related transactions as being a
"reportable transaction" (within the meaning of Treasury Regulation Section
1.6011-4). In the event the Borrower determines to take any action inconsistent
with such intention, it will promptly notify the Agent thereof. If the Borrower
so notifies the Agent, the Borrower acknowledges that one or more of the Lenders
may treat its Revolving Loans and/or its interest in Swing Line Loans and/or
Letters of Credit as part of a transaction that is subject to Treasury
Regulation Section 301.6112-1, and such Lender or Lenders, as applicable, will
maintain the lists and other records required by such Treasury Regulation.

7.       AFFIRMATIVE COVENANTS.

         Borrower covenants and agrees with Agent and the Lenders that prior to
the termination of this Agreement it will do or cause to be done, and cause each
of its Restricted Subsidiaries to do or cause to be done, each and all of the
following:

         7.1      Taxes, Existence, Regulations, Property, Etc. At all times,
except where failure or noncompliance could not reasonably be expected to have a
Material Adverse Effect: (a) pay when due all taxes and governmental charges of
every kind upon it or against its income, profits or Property, unless and only
to the extent that the same shall be contested diligently in good faith and
adequate reserves in accordance with GAAP have been established therefor; (b) do
all things necessary to preserve its existence, qualifications, rights and
franchises; (c) comply with all applicable Legal Requirements (including without
limitation Requirements of Environmental Law) in respect of the conduct of its
business and the ownership of its Property, and (d) cause its Property to be
protected, maintained and kept in good repair and make all replacements and
additions to such Property as may be reasonably necessary to conduct its
business properly and efficiently.

                                     - 45 -
<PAGE>

         7.2      Financial Statements and Information. Furnish to Agent and
each Lender each of the following: (a) as soon as available and in any event
within the later of (i) 90 days after the end of each applicable fiscal year or
(ii) five Business Days after Borrower's applicable Securities and Exchange
Commission report filing date for such fiscal year, beginning with the fiscal
year ending on December 31, 2002, Annual Financial Statements, together with a
Borrower-prepared reconciliation of such Annual Financial Statements with annual
financial statements of Borrower and its Restricted Subsidiaries (attested by
Borrower as true and correct in all material respects); (b) as soon as available
and in any event within the later of (i) 45 days after the end of each fiscal
quarter of each applicable fiscal year or (ii) five Business Days after
Borrower's applicable Securities and Exchange Commission report filing date for
such fiscal quarter of each applicable fiscal year, Quarterly Financial
Statements, together with a Borrower-prepared reconciliation of such Quarterly
Financial Statements with quarterly financial statements of Borrower and its
Restricted Subsidiaries (attested by Borrower as true and correct in all
material respects); (c) concurrently with the financial statements provided for
in Subsections 7.2(a) and (b) hereof, such schedules, computations and other
information, in reasonable detail, as may be reasonably required by Agent to
demonstrate compliance with the covenants set forth herein or reflecting any
non-compliance therewith as of the applicable date, all attested by a Senior
Financial Officer as true and correct in all material respects to the best
knowledge of such officer and, commencing with the quarterly financial statement
prepared as of June 30, 2003, a compliance certificate ("Compliance
Certificate") substantially in the form of Exhibit E hereto, duly executed by
such authorized officer; (d) promptly upon their becoming publicly available,
each financial statement, report, notice or definitive proxy statements sent by
Borrower to shareholders generally and each regular or periodic report and each
registration statement, prospectus or written communication (other than
transmittal letters and other than registrations on Form S-8 under the
Securities Act, registrations of equity securities pursuant to Rule 415 under
the Securities Act which do not involve an underwritten public offering and
reports on Form 11-K or pursuant to Section 16(a) under the Exchange Act) in
respect thereof filed by Borrower with, or received by Borrower in connection
therewith from, any securities exchange or the Securities and Exchange
Commission or any successor agency, (e) promptly after the Borrower has notified
the Agent of any intention by the Borrower to treat the Loans and/or Letters of
Credit and related transactions as being a "reportable transaction" (within the
meaning of Treasury Regulation Section 1.6011-4), a duly completed copy of IRS
Form 8886 or any successor form; (f) such other information relating to
bilateral facilities maintained outside of this Agreement, which may include
information regarding the obligor, the institution, the facility size and
outstanding balances, and (g) such other information relating to the condition
(financial or otherwise), operations, prospects or business of Borrower or any
of its Restricted Subsidiaries as from time to time may be reasonably requested
by Agent. Each delivery of a financial statement pursuant to this Section 7.2
shall constitute a restatement of the representations contained in the last two
sentences of Section 6.2.

         7.3      Financial Tests. Have and maintain:

                  (a)      Consolidated Adjusted Net Worth - Consolidated
         Adjusted Net Worth of not less than the sum of (1) $ 237,606,750 plus
         (2) 50% of the net proceeds realized from the issuance of any equity
         securities by Borrower during that period plus (3) 50% of Consolidated
         Net Income computed on a cumulative basis for each of the elapsed
         fiscal quarters ending after March 31, 2003; provided that
         notwithstanding that Consolidated Net Income for any such elapsed
         fiscal quarter may be a deficit figure, no reduction as a result
         thereof shall be made in the sum to be maintained pursuant hereto.

                                     - 46 -
<PAGE>

                  (b)      Debt to Capitalization Ratio - a Debt to
         Capitalization Ratio of not greater than 50% at all times.

                  (c)      Interest Coverage Ratio - an Interest Coverage Ratio
         of not less than 3.00 to 1.00 at all times.

         7.4      Inspection. Permit Agent and each Lender upon 3 days' prior
notice (unless a Default or an Event of Default has occurred which is
continuing, in which case no prior notice is required) to inspect its Property
in a manner consistent with applicable safety requirements and policies of
insurance, to examine its files, books and records, except classified
governmental material, and make and take away copies thereof, and to discuss its
affairs with its officers and accountants, all during normal business hours and
at such intervals and to such extent as Agent may reasonably desire without
unreasonably interfering with Borrower's or its Restricted Subsidiaries'
operations or business.

         7.5      Further Assurances. Promptly execute and deliver, at
Borrower's expense, any and all other and further instruments which may be
reasonably requested by Agent to cure any defect in the execution and delivery
of any Loan Document in order to effectuate the transactions contemplated by the
Loan Documents.

         7.6      Books and Records. Maintain books of record and account which
permit financial statements to be prepared in accordance with GAAP.

         7.7      Insurance. Maintain insurance on its Property with responsible
companies in such amounts, with such deductibles and against such risks as are
usually carried by owners of similar businesses and Properties in the same
general areas in which Borrower or any of its Restricted Subsidiaries operates,
and furnish Agent satisfactory evidence thereof promptly upon reasonable
request. Agent shall be provided with a certificate showing coverages provided
under the policies of insurance and such policies shall be endorsed to the
effect that they will not be canceled for nonpayment of premium, reduced or
affected in any material manner without thirty (30) days' prior written notice
to Agent.

         7.8      Notice of Certain Matters. Give Agent written notice of the
following promptly after any executive officer of Borrower shall become aware of
the same:

                  (a)      the issuance by any court or governmental agency or
         authority of any injunction, order or other restraint prohibiting, or
         having the effect of prohibiting, the performance of this Agreement,
         any other Loan Document, or the making of the Loans or the initiation
         of any litigation, or any claim or controversy which would reasonably
         be expected to result in the initiation of any litigation, seeking any
         such injunction, order or other restraint;

                  (b)      the filing or commencement of any action, suit or
         proceeding, whether at law or in equity or by or before any court or
         any Governmental Authority involving claims which could reasonably be
         expected to result in a Default hereunder or a Material Adverse Effect;
         and

                  (c)      any Event of Default or Default, specifying the
         nature and extent thereof and the action (if any) which is proposed to
         be taken with the respect thereto.

                                     - 47 -
<PAGE>

         Borrower will also notify Agent in writing at least 30 days prior to
         the date that it changes its name or the location of its chief
         executive office or principal place of business or the place where it
         keeps its books and records.

         7.9      Capital Adequacy. If any Lender shall have determined that the
adoption after the Effective Date or effectiveness after the Effective Date
(whether or not previously announced) of any applicable law, rule, regulation or
treaty regarding capital adequacy, or any change therein after the Effective
Date, or any change in the interpretation or administration thereof after the
Effective Date by any Governmental Authority, central bank or comparable agency
charged with the interpretation or administration thereof, or compliance by any
Lender with any request or directive after the Effective Date 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 the capital of such Lender or any corporation
controlling such Lender as a consequence of its obligations hereunder, under the
Notes or other Obligations held by it to a level below that which such Lender or
such corporation 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 or such corporation to be material,
then from time to time, upon satisfaction of the conditions precedent set forth
in this Section, after demand by such Lender (with a copy to Agent) as provided
below, pay (subject to Sections 11.7 and 11.15 hereof) to such Lender such
additional amount or amounts as will compensate such Lender or such corporation
for such reduction. The certificate of any Lender setting forth such amount or
amounts as shall be necessary to compensate it and the basis thereof and reasons
therefor shall be delivered as soon as practicable to Borrower and shall be
prima facie evidence of the correctness thereof. Borrower shall pay the amount
shown as due on any such certificate within fifteen (15) Business Days after the
delivery of such certificate. In preparing such certificate, a Lender may employ
such assumptions and allocations of costs and expenses as it shall in good faith
deem reasonable and may use any reasonable averaging and attribution method.

         7.10     ERISA Information and Compliance. Promptly furnish to Agent
(i) immediately upon receipt, a copy of any notice of complete or partial
withdrawal liability under Title IV of ERISA and any notice from the PBGC under
Title IV of ERISA of an intent to terminate or appoint a trustee to administer
any Plan, (ii) if requested by Agent, promptly after the filing thereof with the
United States Secretary of Labor or the PBGC or the Internal Revenue Service,
copies of each annual and other report with respect to each Plan or any trust
created thereunder, (iii) immediately upon becoming aware of the occurrence of
any "reportable event," as such term is defined in Section 4043 of ERISA, for
which the disclosure requirements of Regulation Section 2615.3 promulgated by
the PBGC have not been waived, or of any "prohibited transaction," as such term
is defined in Section 4975 of the Code, in connection with any Plan or any trust
created thereunder, a written notice signed by an authorized officer of Borrower
or the applicable member of the Controlled Group specifying the nature thereof,
what action Borrower or the applicable member of the Controlled Group is taking
or proposes to take with respect thereto, and, when known, any action taken by
the PBGC, the Internal Revenue Service or the Department of Labor with respect
thereto, (iv) promptly after the filing or receiving thereof by Borrower or any
member of the Controlled Group of any notice of the institution of any
proceedings or other actions which may result in the termination of any Plan,
and (v) each request for waiver of the funding standards or extension of the
amortization periods required by Sections 303 and 304 of ERISA or Section 412 of
the Code promptly after the request is submitted by Borrower or any member of
the Controlled Group to the Secretary of the Treasury,

                                     - 48 -
<PAGE>

the Department of Labor or the Internal Revenue Service, as the case may be. To
the extent required under applicable statutory funding requirements, Borrower
will fund, or will cause the applicable member of the Controlled Group to fund,
all current service pension liabilities as they are incurred under the
provisions of all Plans from time to time in effect, and comply with all
applicable provisions of ERISA, in each case, except to the extent that failure
to do the same could not reasonably be expected to have a Material Adverse
Effect. Borrower covenants that it shall and shall cause each member of the
Controlled Group to (1) make contributions to each Plan in a timely manner and
in an amount sufficient to comply with the contribution obligations under such
Plan and the minimum funding standards requirements of ERISA; (2) prepare and
file in a timely manner all notices and reports required under the terms of
ERISA including but not limited to annual reports; and (3) pay in a timely
manner all required PBGC premiums, in each case, except to the extent that
failure to do the same could not reasonably be expected to have a Material
Adverse Effect.

8.       NEGATIVE COVENANTS.

         Borrower covenants and agrees with Agent and the Lenders that prior to
the termination of this Agreement it will not, and will not suffer or permit any
of its Restricted Subsidiaries to, do any of the following:

         8.1      Limitations on Indebtedness and Preferred Stock of Restricted
Subsidiaries.

                  (a)      Permit any Restricted Subsidiary of Borrower to
         create, issue, assume, guarantee or otherwise incur or in any manner
         become liable in respect of any Indebtedness or Preferred Stock,
         except:

                  (i)      Indebtedness or Preferred Stock of a Restricted
                           Subsidiary of Borrower outstanding as of the
                           Effective Date and described on Exhibit I hereto;

                  (ii)     Indebtedness or Preferred Stock of a Restricted
                           Subsidiary of Borrower owing or issued to Borrower or
                           to a Wholly-owned Restricted Subsidiary; and

                  (iii)    additional Indebtedness or Preferred Stock of a
                           Restricted Subsidiary of Borrower created, issued,
                           assumed, guaranteed or incurred within the
                           limitations provided in Section 8.2(b) hereof.

                  (b)      Indebtedness or Preferred Stock existing within the
         limitations of Section 8.1(a)(i) may be renewed, extended or refinanced
         (without increase in principal amount or liquidation value, as the case
         may be, at the time of such renewal, extension or refunding and subject
         only to covenants or restrictions which are not materially more onerous
         than those applicable to such Indebtedness or Preferred Stock, as the
         case may be, at the time of original issuance thereof) without regard
         to the limitations of Section 8.1(a)(iii), except that no such
         Indebtedness or Preferred Stock may in any event be renewed, extended
         or refinanced if at the time thereof and after giving effect thereto
         and to the application of the proceeds thereof, a Default or Event of
         Default would exist.

         8.2      Priority Liabilities. Create, issue, assume, guarantee or
otherwise incur or in any manner become liable in respect of any Priority
Liability, unless:

                                     - 49 -
<PAGE>

                  (a)      in the case of Indebtedness of Borrower or any of its
         Restricted Subsidiaries secured by any Lien created pursuant to Section
         8.3(l), at the time of creation, issuance, assumption, guarantee or
         incurrence thereof and after giving effect thereto and to the
         application of the proceeds thereof:

                  (i)      no Default or Event of Default would exist;

                  (ii)     the aggregate amount of all Indebtedness of Borrower
                           or any of its Restricted Subsidiaries (other than
                           such Indebtedness permitted pursuant to Section
                           8.1(a)(ii)) secured by Liens created pursuant to
                           Section 8.3(l) (including the Indebtedness then to be
                           created, issued, assumed, guaranteed or incurred, but
                           excluding MARAD Indebtedness) would not exceed 15% of
                           Consolidated Adjusted Net Worth; and

                  (iii)    the aggregate amount of all Indebtedness of Borrower
                           or any of its Restricted Subsidiaries (other than
                           such Indebtedness permitted pursuant to Section
                           8.1(a)(ii)) secured by Liens created pursuant to
                           Section 8.3(l) (including the Indebtedness then to be
                           created, issued, assumed, guaranteed or incurred and
                           any MARAD Indebtedness) would not exceed 25% of
                           Consolidated Adjusted Net Worth;

                  (b)      in the case of Indebtedness or any Preferred Stock of
         a Restricted Subsidiary of Borrower (other than Indebtedness permitted
         pursuant to Section 8.1(a)(i) or (ii) hereof), at the time of creation,
         issuance, assumption, guarantee or incurrence thereof and after giving
         effect thereto and to the application of the proceeds thereof:

                  (i)      no Default or Event of Default would exist; and

                  (ii)     the aggregate amount of all Indebtedness of
                           Restricted Subsidiaries of Borrower (other than
                           Indebtedness permitted pursuant to Section 8.1(a)(ii)
                           hereof) plus the aggregate liquidation value of all
                           Preferred Stock of Restricted Subsidiaries of
                           Borrower (including the Indebtedness or Preferred
                           Stock then to be created, issued, assumed, guaranteed
                           or incurred) would not exceed 15% of Consolidated
                           Adjusted Net Worth.

         8.3      Limitations on Liens. Create or incur, or suffer to be
incurred or to exist, any Lien on its or their property or assets, whether now
owned or hereafter acquired, or upon any income or profits therefrom, or
transfer any property for the purpose of subjecting the same to the payment of
obligations in priority to the payment of its or their general creditors, or
acquire or agree to acquire any property or assets upon conditional sales
agreements or other title retention devices, except the following:

                  (a)      Liens for property taxes and assessments or
         governmental charges or levies and Liens securing claims or demands of
         mechanics, materialmen, vendors, carriers and warehousemen and other
         like Persons; provided that payment thereof is not at the time required
         by Section 7.1;

                  (b)      Liens of or resulting from any judgment or award, the
         time for the appeal or petition for rehearing of which shall not have
         expired, or in respect of which Borrower

                                     - 50 -
<PAGE>

         or a Restricted Subsidiary of Borrower shall at any time in good faith
         be prosecuting an appeal or proceeding for a review and in respect of
         which a stay of execution pending such appeal or proceeding for review
         shall have been secured;

                  (c)      Liens incidental to the conduct of business or the
         ownership of properties and assets (including Liens in connection with
         worker's compensation, unemployment insurance and other like laws,
         maritime, warehousemen's and attorneys' liens and statutory landlords'
         liens and deposits made to obtain insurance), customary statutory,
         common law and contractual rights of a bank to set-off claims of such
         bank against cash on deposit with such bank, and Liens to secure the
         performance of bids, tenders or trade contracts, or to secure statutory
         obligations, surety or appeal bonds or other Liens of like general
         nature, in any such case incurred in the ordinary course of business
         and not in connection with the borrowing of money; provided in each
         case, the obligation secured is not overdue or, if overdue, is being
         contested in good faith by appropriate actions or proceedings;

                  (d)      minor survey exceptions or minor defects,
         irregularities in title, encumbrances, easements, restrictions or
         reservations, or rights of others for rights-of-way, utilities and
         other similar purposes, or zoning or other restrictions as to the use
         of real properties, which are necessary for the conduct of the
         activities of Borrower and its Restricted Subsidiaries or which
         customarily exist on properties of corporations engaged in similar
         activities and similarly situated and which do not in any event
         materially impair their use in the operation of the business of
         Borrower and its Restricted Subsidiaries;

                  (e)      Liens securing Indebtedness owed Borrower or to any
         Wholly-owned Subsidiary by any Restricted Subsidiary of Borrower;

                  (f)      Liens existing as of the Effective Date and described
         on Exhibit I hereto;

                  (g)      Liens on the capital stock, partnership or other
         equity interests held, directly or indirectly, by Borrower or any of
         its Restricted Subsidiaries in a joint venture, provided that the
         proceeds of Indebtedness of Borrower or such Restricted Subsidiary
         secured by such Liens are in their entirety contributed or advanced to
         such joint venture; provided, further, that (i) at the time of the
         creation, issuance, assumption, guarantee or incurrence of any such
         Indebtedness by Borrower or any of its Restricted Subsidiaries and
         after giving effect thereto and to the application of the proceeds
         thereof, no Default or Event of Default would exist, (ii) any such
         Indebtedness, created, issued, assumed, guaranteed or incurred by
         Borrower or any of its Restricted Subsidiaries shall have been created
         within the applicable limitations of Section 8.2, (iii) with respect to
         any such Indebtedness neither Borrower or any of its Restricted
         Subsidiaries, nor any of the property or assets of Borrower or any of
         its Restricted Subsidiaries, other than proceeds realized from the sale
         or other disposition of such capital stock, partnership or other equity
         interests shall, directly or indirectly, be liable for or secure in any
         manner whatsoever the payment thereof and (iv) other than Indebtedness
         arising from a Lien on assets of Borrower or any of its Restricted
         Subsidiaries consisting of equity interest in an Unrestricted
         Subsidiary such Indebtedness shall be incurred within the limitations
         provided in Section 8.2(b) hereof;

                                     - 51 -
<PAGE>

                  (h)      Liens on the capital stock, partnership or other
         equity interests held, directly or indirectly, by Borrower or any of
         its Restricted Subsidiaries in a joint venture, provided that the
         proceeds of Indebtedness created by an Unrestricted Subsidiary or any
         other Affiliate secured by such Liens are in their entirety contributed
         or advanced to such joint venture; provided, further, that with respect
         to any such Indebtedness neither Borrower or any of its Restricted
         Subsidiaries, nor any of the property or assets of Borrower or any of
         its Restricted Subsidiaries, other than proceeds realized from the sale
         or other disposition of such capital stock, partnership or other equity
         interests shall, directly or indirectly, be liable for or secure in any
         manner whatsoever the payment thereof;

                  (i)      Liens created or incurred after the Effective Date
         given to secure the payment of the purchase price incurred in
         connection with the acquisition or purchase of assets useful and
         intended to be used in carrying on the business of Borrower or any of
         its Restricted Subsidiaries, so long as such Liens were not incurred,
         extended or renewed in contemplation of such acquisition or purchase;
         provided that (i) the Lien shall attach solely to the assets acquired
         or purchased, (ii) such Lien shall have been created or incurred no
         more than after 180 days of the date of acquisition or purchase, (iii)
         at the time of acquisition or purchase of such assets, the aggregate
         amount remaining unpaid on all Indebtedness secured by Liens on such
         assets, whether or not assumed by Borrower or any of its Restricted
         Subsidiaries, shall not exceed an amount equal to the lesser of the
         total purchase price or fair market value at the time of acquisition or
         purchase of such assets (as determined in good faith by the Board of
         Directors of Borrower), (iv) if the Indebtedness secured by such Liens
         shall have been incurred by a Restricted Subsidiary of Borrower, then
         and in such event such Indebtedness shall be incurred within the
         limitations provided in Section 8.2(b) hereof, and (v) at the time of
         the creation, issuance, assumption, guarantee or incurrence of such
         Indebtedness and after giving effect thereto and to the application of
         the proceeds thereof, no Default or Event of Default would exist;

                  (j)      Liens created or incurred after the Effective Date
         existing on such assets at the time of acquisition thereof or at the
         time of acquisition or purchase by Borrower or any of its Restricted
         Subsidiaries of any business entity then owning such fixed assets, so
         long as such Liens were not incurred, extended or renewed in
         contemplation of such acquisition or purchase; provided that (i) the
         Lien shall attach solely to the assets acquired or purchased, (ii) if
         the Indebtedness secured by such Lien shall have been assumed by a
         Restricted Subsidiary of Borrower, then and in such event such
         Indebtedness shall be incurred within the limitations provided in
         Section 8.2(b) hereof, and (iii) at the time of the assumption of such
         Indebtedness and after the concurrent giving effect thereto, no Default
         or Event of Default would exist;

                  (k)      Liens created under charters entered into by Borrower
         or any of its Restricted Subsidiaries in the ordinary course of its
         business, as owner or lessor of an asset, creating leasehold interests
         therein; provided that the creation of such Liens is otherwise
         permitted within the terms of this Agreement;

                  (l)      Liens created or incurred after the Effective Date
         given to secure Indebtedness of Borrower or any of its Restricted
         Subsidiaries in addition to the Liens permitted by the preceding
         clauses (a) through (k) hereof; provided that all Indebtedness

                                     - 52 -
<PAGE>

         secured by such Liens shall have been incurred within the applicable
         limitations provided in Section 8.2; and

                  (m)      any extension, renewal or refunding of any Lien
         permitted by the preceding clauses (f) through (k) of this Section in
         respect of the same property theretofore subject to such Lien in
         connection with the extension, renewal or refunding of the Indebtedness
         secured thereby; provided that (i) such extension, renewal or refunding
         of the Indebtedness to which such Lien relates shall be without
         increase in the principal amount remaining unpaid as of the date of
         such extension, renewal or refunding, (ii) such Lien shall attach
         solely to the same such property and (iii) at the time of the
         extension, renewal or refunding of such Indebtedness and after giving
         effect thereto and to the application of the proceeds thereof, no
         Default or Event of Default would exist.

         8.4      Dividends, Stock Purchases and Restricted Investments.

                  (a)      Directly or indirectly, or through any Affiliate,
         declare or make or incur any liability to declare or make any
         Distribution (other than redemptions, acquisitions or retirements of
         common stock to the extent of net cash proceeds received from the
         substantially concurrent sale or exchange of common stock of Borrower)
         or make or authorize any Restricted Investment, unless, immediately
         after giving effect to the proposed Distribution or Restricted
         Investment, the aggregate amount of Distributions declared in the case
         of dividends or made in the case of other Distributions plus the
         aggregate amount of Restricted Investments then held by Borrower and
         its Restricted Subsidiaries (valued immediately after the making of
         such Restricted Investment as provided in the definition thereof)
         during the period from and after the date of this Agreement to and
         including the date of declaration in the case of a dividend, the date
         of payment in the case of any other Distribution and the date such
         Restricted Investment is made, would not exceed the sum of:

                  (i)      $100,000,000; plus

                  (ii)     50% of Consolidated Net Income (or if such
                           Consolidated Net Income is a deficit figure, then
                           minus 100% of such deficit) for such period
                           determined on a cumulative basis commencing on April
                           1, 2003, to and including the date of such
                           declaration, payment or commitment; plus

                  (iii)    an amount equal to the aggregate net cash proceeds
                           received by Borrower from the sale on or after the
                           Effective Date of shares of its common stock or other
                           Securities convertible into common stock of Borrower
                           or the amount that Indebtedness of Borrower owing to
                           a Person other than a Subsidiary is reduced by the
                           conversion or exchange after the Effective Date of
                           such Indebtedness into common stock of Borrower; plus

                  (iv)     to the extent not included in the determination of
                           Consolidated Net Income any repayments of or returns
                           in cash on any Restricted Investment previously made
                           within the limitations of this Section 8.4(a),
                           including the reissuance of treasury stock or
                           issuance of new stock of Borrower in satisfaction of
                           usual and customary employee benefit and other like

                                     - 53 -
<PAGE>

                           obligations of Borrower and its Subsidiaries that
                           could otherwise be settled in cash; plus

                  (v)      an amount equal to the aggregate cash paid by
                           Borrower for shares of common stock of Borrower to
                           the extent additional shares of common stock of
                           Borrower were issued by Borrower in connection with
                           the acquisition by Borrower of assets within the
                           twelve calendar month period immediately preceding
                           the date of determination under this Section.

                  (b)      For the purposes of making computations under Section
         8.4(a), the amount of any Distribution declared, paid or distributed or
         Restricted Investment made in property or assets of Borrower or any of
         its Restricted Subsidiaries shall be deemed to be the book value of
         such property or assets as of the date of declaration in the case of a
         dividend, the date of payment in the case of any other Distribution and
         the date the Restricted Investment is made. Any corporation which
         becomes a Restricted Subsidiary of Borrower after the date of this
         Agreement shall be deemed to have made, at the time it becomes a
         Restricted Subsidiary of Borrower, all Restricted Investments of such
         corporation existing immediately after it becomes a Restricted
         Subsidiary of Borrower.

                  (c)      Borrower will not authorize a Distribution on its
         capital stock which is not payable within 60 days of authorization.
         Borrower may make any Distribution within 60 days after the declaration
         thereof if at the time of declaration such Distribution would have
         complied with this Section.

                  (d)      Borrower will not authorize or make a Distribution on
         its capital stock and neither Borrower nor any of its Restricted
         Subsidiaries will make any Restricted Investment if after giving effect
         to the proposed Distribution or Restricted Investment a Default or an
         Event of Default would exist.

         8.5      Mergers, Consolidations and Sales of Assets.

                  (a)      Consolidate with or be a party to a merger with any
         other Person, or sell, lease or otherwise dispose of all or
         substantially all of its assets; provided that:

                  (i)      any Restricted Subsidiary of Borrower may merge or
                           consolidate with or into Borrower or any Wholly-owned
                           Restricted Subsidiary so long as in (1) any merger or
                           consolidation involving Borrower, Borrower shall be
                           the surviving or continuing corporation and (2) in
                           any merger or consolidation involving a Wholly-owned
                           Restricted Subsidiary (and not Borrower), the
                           Wholly-owned Restricted Subsidiary shall be the
                           surviving or continuing corporation;

                  (ii)     Borrower may consolidate or merge with any other
                           corporation if (1) Borrower is the surviving
                           corporation in connection with such consolidation or
                           merger and (2) at the time of such consolidation or
                           merger and immediately after giving effect thereto,
                           (A) no Default or Event of Default would exist and
                           (B) Borrower would be permitted by the provisions of
                           Section 8.2(a) to incur at least $1.00 of additional
                           Indebtedness.

                                     - 54 -
<PAGE>

                  (b)      Sell, lease, transfer, abandon as obsolete or
         otherwise dispose of assets (except assets sold, leased or otherwise
         disposed of in the ordinary course of business for fair market value
         and except as provided in Sections 8.5(a) and (c)); provided that the
         foregoing restrictions do not apply to:

                  (i)      the sale, lease, transfer or other disposition of
                           assets to Borrower or a Wholly-owned Restricted
                           Subsidiary by a Restricted Subsidiary of Borrower; or

                  (ii)     the sale, lease, transfer or other disposition of
                           assets for cash or other property to a Person or
                           Persons if all of the following conditions are met:

                           (1)      in the opinion of (i) the Board of Directors
                                    of Borrower if the fair market value of the
                                    assets exceeds $5,000,000 or (ii) otherwise
                                    a Responsible Officer, the sale is for fair
                                    value and is in the best interests of
                                    Borrower;

                           (2)      immediately after the consummation of the
                                    transaction and after giving effect thereto,
                                    (A) no Default or Event of Default would
                                    exist and (B) Borrower would be permitted by
                                    the provisions of Section 8.2(a) to incur at
                                    least $1.00 of additional Indebtedness; and

                           (3)      the entirety of the proceeds (net of
                                    expenses and taxes arising in connection
                                    therewith) ("Net Proceeds") from any such
                                    sale or other disposition shall be applied
                                    within 360 days of receipt thereof by
                                    Borrower or a Restricted Subsidiary of
                                    Borrower either (A) to the acquisition
                                    (directly or through acquisition of a
                                    Restricted Subsidiary of Borrower) of assets
                                    (other than cash, cash equivalents or
                                    Securities) useful and intended to be used
                                    in the operation of the business of Borrower
                                    and its Restricted Subsidiaries and having a
                                    fair market value (as determined in good
                                    faith by (i) the Board of Directors of
                                    Borrower if the fair market value of the
                                    assets exceeds $5,000,000 or (ii) otherwise
                                    a Responsible Officer) at least equal to
                                    that of the assets so disposed of or (B)
                                    towards the offer of prepayment at any
                                    applicable prepayment premium of Senior
                                    Indebtedness of Borrower owing to any Person
                                    other than a Restricted Subsidiary of
                                    Borrower or an Affiliate upon the terms and
                                    conditions hereinafter provided; provided,
                                    that if for any reason whatsoever Borrower
                                    does not apply all of the Net Proceeds from
                                    any such sale in compliance with clause (A)
                                    or (B) of this Section 8.5(b)(ii)(3) within
                                    such 360 day period, then and in such event
                                    the Commitments of the Lenders shall, unless
                                    the Majority Lenders otherwise agree in
                                    writing, automatically be reduced effective
                                    as of the expiration of such 360 day period
                                    by a sum equal to the amount by which the
                                    aggregate Net Proceeds from all sales or
                                    other dispositions not so applied exceed
                                    $10,000,000 in the aggregate.

                                     - 55 -
<PAGE>

         Computations pursuant to this Section 8.5(b) shall include dispositions
         made pursuant to Section 8.5(c) and computations pursuant to Section
         8.5(c) shall include dispositions made pursuant to this Section 8.5(b).

                  (c)      Sell, pledge or otherwise dispose of any shares of
         the stock or other ownership interests (including as "stock" for the
         purposes of this Section 8.5(c) any options or warrants to purchase
         stock or other Securities exchangeable for or convertible into stock or
         other ownership interests) of a Restricted Subsidiary of Borrower (said
         stock, options, warrants and other Securities herein called "Subsidiary
         Stock") or any Indebtedness of any Restricted Subsidiary of Borrower,
         nor will any Restricted Subsidiary of Borrower issue, sell, pledge or
         otherwise dispose of any shares of its own Subsidiary Stock, provided
         that the foregoing restrictions do not apply to:

                  (i)      the issue of directors' qualifying shares or
                           Regulatory Shares; or

                  (ii)     the issue of Subsidiary Stock to Borrower; or

                  (iii)    the sale or transfer by Borrower or any of its
                           Restricted Subsidiaries of any Subsidiary Stock to
                           Borrower or to a Wholly-owned Restricted Subsidiary;
                           or

                  (iv)     any other sale or other disposition at any one time
                           to a Person (other than directly or indirectly to an
                           Affiliate) of the entire Investment of Borrower and
                           its other Restricted Subsidiaries in any Restricted
                           Subsidiary of Borrower if all of the following
                           conditions are met:

                           (1)      in the opinion of (i) Borrower's Board of
                                    Directors if the fair market value of the
                                    assets exceeds $5,000,000 or (ii) otherwise
                                    a Responsible Officer, the sale is for fair
                                    value and is in the best interests of
                                    Borrower;

                           (2)      immediately after the consummation of the
                                    transaction and after giving effect thereto,
                                    such Restricted Subsidiary shall have no
                                    Indebtedness of or continuing Investment in
                                    the capital stock of Borrower or of any of
                                    its Restricted Subsidiaries and any such
                                    Indebtedness or Investment shall have been
                                    discharged or acquired, as the case may be,
                                    by Borrower or a Restricted Subsidiary of
                                    Borrower; and

                           (3)      immediately after the consummation of the
                                    transaction and after giving effect thereto,
                                    (A) no Default or Event of Default would
                                    exist and (B) Borrower would be permitted by
                                    the provisions of Section 8.2(a) to incur at
                                    least $1.00 of additional Indebtedness; and

                           (4)      the entirety of the Net Proceeds from any
                                    such sale or other disposition shall be
                                    applied within 360 days of receipt thereof
                                    by Borrower or a Restricted Subsidiary of
                                    Borrower either (A) to the acquisition
                                    (directly or through acquisition of a
                                    Restricted

                                     - 56 -
<PAGE>

                                    Subsidiary of Borrower) of assets (other
                                    than cash, cash equivalents or Securities)
                                    useful and intended to be used in the
                                    operation of the business of Borrower and
                                    its Restricted Subsidiaries and having a
                                    fair market value (as determined in good
                                    faith by (i) the Board of Directors of
                                    Borrower if the fair market value of the
                                    assets exceeds $5,000,000 or (ii) otherwise
                                    a Responsible Officer) at least equal to
                                    that of the assets so disposed of or (B)
                                    towards the offer of prepayment at any
                                    applicable prepayment premium of Senior
                                    Indebtedness of Borrower owing to any Person
                                    other than a Restricted Subsidiary of
                                    Borrower or an Affiliate upon the terms and
                                    conditions hereinafter provided; provided,
                                    that if for any reason whatsoever Borrower
                                    does not apply all of the Net Proceeds from
                                    any such sale in compliance with clause (A)
                                    or (B) of this Section 8.5(c)(iv)(4) within
                                    such 360 day period, then and in such event
                                    the Commitments of the Lenders shall, unless
                                    the Majority Lenders otherwise agree in
                                    writing, automatically be reduced effective
                                    as of the expiration of such 360 day period
                                    by a sum equal to the amount by which the
                                    aggregate Net Proceeds from all sales or
                                    other dispositions not so applied exceed
                                    $10,000,000 in the aggregate.

         Computations pursuant to this Section 8.5(c) shall include dispositions
         made pursuant to Section 8.5(b) and computations pursuant to Section
         8.5(b) shall include dispositions made pursuant to this Section 8.5(c).

         8.6      Limitation on Restricted Agreements. Enter into, or suffer to
exist, any agreement with any Person which, directly or indirectly, prohibits or
limits the ability of (x) Borrower to create, incur, or suffer to exist Liens on
its property, provided, however, that this clause (x) shall not prohibit any
Lien permitted under Section 8.3 or any negative pledge incurred or provided in
favor of any holder of Indebtedness permitted by Sections 8.1 and 8.2 or (y) any
Restricted Subsidiary of Borrower to (a) pay dividends or make other
distributions to Borrower or prepay any Indebtedness owed to Borrower, (b) make
loans or advances to Borrower, (c) create, incur, or suffer to exist Liens on
the property of such Restricted Subsidiary, provided, however, that this clause
(c) shall not prohibit any negative pledge incurred or provided in favor of any
holder of Indebtedness permitted by Sections 8.1 and 8.2 or (d) transfer any of
its properties or assets to Borrower other than for such restrictions existing
under or by reason of (i) applicable law or any order or ruling by any
governmental authority; (ii) any agreement relating to any Indebtedness
permitted under this Agreement; (iii) customary non-assignment provisions of any
contract; (iv) customary restrictions on cash or other deposits imposed by
customers under contracts entered into in the ordinary course of business; (v)
purchase money obligations for property acquired in the ordinary course of
business that impose restrictions on the property so acquired; (vi) contracts
for the sale of assets, including, without limitation, customary restrictions
with respect to a Restricted Subsidiary of Borrower pursuant to an agreement
that has been entered into for the sale of all or substantially all of the
capital stock or assets of such Restricted Subsidiary; (vii) any agreement or
other instrument governing Indebtedness of a Person acquired by Borrower or any
of its Restricted Subsidiaries (or of a Subsidiary of such Person which becomes
a Restricted Subsidiary of Borrower) in existence at the time of such
acquisition (but not created in contemplation thereof), which restriction is not
applicable to Borrower or any of its Restricted Subsidiaries, or assets of any
such Person, other

                                     - 57 -
<PAGE>

than the Person, or assets or Subsidiaries of the Person, so acquired; or (viii)
provisions contained in agreements relating to Indebtedness which prohibit the
transfer of all or substantially all of the assets of the obligor thereunder
unless the transferee shall assume the obligations of the obligor under such
agreement or instrument.

         8.7      Nature of Business. Engage in any business if, as a result,
the general nature of the business, taken on a consolidated basis, which would
then be engaged in by Borrower and its Restricted Subsidiaries would be
substantially changed from the general nature of the business engaged in by
Borrower and its Restricted Subsidiaries on the date of this Agreement and
businesses related thereto.

         8.8      Transactions with Affiliates. Enter into or be a party to any
transaction or arrangement with any Affiliate (including, without limitation,
the purchase from, sale to or exchange of property with, or the rendering of any
service by or for, any Affiliate), except in the ordinary course of and pursuant
to the reasonable requirements of Borrower's or its applicable Restricted
Subsidiary's business and upon fair and reasonable terms not significantly less
favorable to Borrower or such Restricted Subsidiary than would obtain in a
comparable arm's-length transaction with a Person other than an Affiliate.

         8.9      Designation of Subsidiaries, Etc. (a) Designate or redesignate
any Unrestricted Subsidiary as a Restricted Subsidiary of Borrower or designate
or redesignate any Restricted Subsidiary of Borrower as an Unrestricted
Subsidiary unless the following conditions precedent have been satisfied:

                  (i)      Borrower shall have given not less than 10 days'
                           prior written notice to Agent that a Senior Financial
                           Officer has made such determination,

                  (ii)     at the time of such designation or redesignation and
                           immediately after giving effect thereto: (1) no
                           Default or Event of Default would exist and (2)
                           Borrower would be permitted by the provisions of
                           Section 8.2(a) to incur at least $1.00 of additional
                           Indebtedness,

                  (iii)    in the case of the designation of a Restricted
                           Subsidiary of Borrower as an Unrestricted Subsidiary
                           and after giving effect thereto, (1) such
                           Unrestricted Subsidiary so designated shall not,
                           directly or indirectly, own any Indebtedness or
                           capital stock of Borrower or any of its Restricted
                           Subsidiaries, (2) such designation shall be deemed a
                           sale of assets and shall be permitted by the
                           provisions of Section 8.5(b)(ii), (3) neither
                           Borrower nor any of its Restricted Subsidiaries shall
                           be liable for any Indebtedness of such Unrestricted
                           Subsidiary so designated (other than Indebtedness
                           which at the time of incurrence shall be permitted
                           within the limitations of Section 8.2(b) or at the
                           time of such designation shall be permitted within
                           the limitations of Sections 8.4(a) and 8.2(b)), (4)
                           no default or condition in respect of any
                           Indebtedness of such Unrestricted Subsidiary so
                           designated could as a consequence of such default or
                           condition cause or permit any Indebtedness of
                           Borrower or any of its Restricted Subsidiaries to
                           become, or to be declared, due and payable before its
                           stated maturity or before its regularly scheduled
                           dates of payment, (5) any continuing Investment in
                           the capital stock of such

                                     - 58 -
<PAGE>

                           Subsidiary held by Borrower or of any of its
                           Restricted Subsidiaries shall at the time of such
                           designation be permitted (without reference to
                           paragraph (a) of the definition of "Restricted
                           Investments"), within the limitations of Section 8.4,
                           and (6) such designation shall not result in the
                           imposition of a Lien on the assets of Borrower or any
                           of its Restricted Subsidiaries, other than a Lien
                           permitted within the limitations of Section 8.3,

                  (iv)     in the case of the designation of an Unrestricted
                           Subsidiary as a Restricted Subsidiary of Borrower and
                           after giving effect thereto: (i) all outstanding
                           Indebtedness and Preferred Stock of such Restricted
                           Subsidiary so designated shall be permitted within
                           the applicable limitations of Section 8.2(b) and (ii)
                           all existing Liens of such Restricted Subsidiary so
                           designated shall be permitted within the applicable
                           limitations of Section 8.3, other than Section 8.3(f)
                           notwithstanding that any such Lien existed as of the
                           Effective Date),

                  (v)      in the case of the designation of a Restricted
                           Subsidiary of Borrower as an Unrestricted Subsidiary,
                           such Restricted Subsidiary shall not at any time
                           after the date of this Agreement have previously been
                           designated as an Unrestricted Subsidiary more than
                           once, and

                  (vi)     in the case of the designation of an Unrestricted
                           Subsidiary as a Restricted Subsidiary of Borrower,
                           such Unrestricted Subsidiary shall not at any time
                           after the date of this Agreement have previously been
                           designated as a Restricted Subsidiary of Borrower
                           more than once.

                  (b)      Provide a Guaranty of or otherwise become liable for
         Indebtedness of any Unrestricted Subsidiary (other than Indebtedness
         which at the time of incurrence shall be permitted within the
         limitations of Section 8.2(b) or at the time of such designation shall
         be permitted within the limitations of Sections 8.4(a) and 8.2(b)).

9.       DEFAULTS.

         9.1      Events of Default. If any one or more of the following events
(herein called "Events of Default") shall occur, then Agent may (and at the
direction of the Majority Lenders, shall) do any or all of the following: (1)
without notice to Borrower or any other Person, declare the Commitments, and any
obligation of the L/C Issuer to make L/C Credit Extensions, terminated
(whereupon the Commitments and obligation shall be terminated); (2) declare the
principal amount then outstanding of and the unpaid accrued interest on the
Loans and all fees and all other amounts payable hereunder, under the Notes and
under the other Loan Documents to be forthwith due and payable, whereupon such
amounts shall be and become immediately due and payable, without notice
(including, without limitation, notice of acceleration and notice of intent to
accelerate), presentment, demand, protest or other formalities of any kind, all
of which are hereby expressly waived by Borrower; provided that in the case of
the occurrence of an Event of Default with respect to Borrower or any of its
Restricted Subsidiaries referred to in clause (f), (g) or (h) of this Section
9.1, the Commitments, and any obligation of the L/C Issuer to make L/C Credit
Extensions, shall be automatically terminated and the principal amount then
outstanding of and unpaid accrued interest on the Loans and all fees and all
other amounts

                                     - 59 -
<PAGE>

payable hereunder, under the Notes and under the other Loan Documents shall be
and become automatically and immediately due and payable, and the Borrower shall
be automatically obligated to Cash Collateralize the L/C Obligations (in an
amount equal to the then Outstanding Amount thereof), without notice (including,
without limitation, notice of acceleration and notice of intent to accelerate),
presentment, demand, protest or other formalities of any kind, all of which are
hereby expressly waived by Borrower, (3) require that the Borrower Cash
Collateralize the L/C Obligations (in an amount equal to the then Outstanding
Amount thereof); and (4) exercise any or all other rights and remedies available
to Agent or any of the Lenders under the Loan Documents, at law or in equity:

                  (a)      Payments - (i) Borrower shall fail to make any
         payment or required prepayment of any installment of principal on the
         Loans or any L/C Obligation payable under the Notes, this Agreement or
         the other Loan Documents when due or (ii) Borrower fails to make any
         payment or required payment of interest with respect to the Loans, any
         L/C Obligation or any other fee or amount under the Notes, this
         Agreement or the other Loan Documents when due and, in the case of
         clause (ii), such failure to pay continues unremedied for a period of
         five days; or

                  (b)      Other Obligations - Borrower or any of its Restricted
         Subsidiaries shall default in the payment when due of any principal of
         or interest on any Indebtedness having an outstanding principal amount
         (other than the Loans) of at least, in the case of any single default,
         $3,000,000 and, in the case of all defaults collectively, $5,000,000
         and such default shall continue beyond any applicable period of grace
         and shall give rise to a right on the part of the holder of such
         Indebtedness to accelerate such Indebtedness; or any event or condition
         shall occur which results in the acceleration of the maturity of any
         such Indebtedness or enables (or, with the giving of notice or lapse of
         time or both, would enable) the holder of any such Indebtedness or any
         Person acting on such holder's behalf to accelerate the maturity
         thereof and such event or condition shall not be cured within any
         applicable period of grace; or

                  (c)      Representations and Warranties - any representation
         or warranty made or deemed made by or on behalf of Borrower in this
         Agreement or any other Loan Document or in any certificate furnished or
         made by Borrower to Agent or the Lenders in connection herewith or
         therewith shall prove to have been incorrect, false or misleading in
         any material respect as of the date thereof or as of the date as of
         which the facts therein set forth were stated or certified or deemed
         stated or certified; or

                  (d)      Affirmative Covenants - (i) default shall be made in
         the due observance or performance of any of the covenants or agreements
         contained in Section 7.3 hereof or (ii) default is made in the due
         observance or performance of any of the other covenants and agreements
         contained in Section 7 hereof or any other affirmative covenant of
         Borrower contained in this Agreement or any other Loan Document and
         such default continues unremedied for a period of 30 days after (x)
         notice thereof is given by Agent to Borrower or (y) such default
         otherwise becomes known to any executive officer of Borrower, whichever
         is earlier; or

                  (e)      Negative Covenants - default is made in the due
         observance or performance by Borrower of any of the other covenants or
         agreements contained in

                                     - 60 -
<PAGE>

         Section 8 of this Agreement or of any other negative covenant of
         Borrower contained in this Agreement or any other Loan Document; or

                  (f)      Involuntary Bankruptcy or Receivership Proceedings -
         a receiver, conservator, liquidator or trustee of Borrower or any of
         its Restricted Subsidiaries or of any Property of any such Person is
         appointed by the order or decree of any court or agency or supervisory
         authority having jurisdiction, and such decree or order remains in
         effect for more than 60 days; or Borrower or any of its Restricted
         Subsidiaries is adjudicated bankrupt or insolvent; or any of such
         Person's Property is sequestered by court order and such order remains
         in effect for more than 60 days; or a petition is filed against
         Borrower or any of its Restricted Subsidiaries under any state or
         federal bankruptcy, reorganization, arrangement, insolvency,
         readjustment or debt, dissolution, liquidation or receivership law or
         any jurisdiction, whether now or hereafter in effect, and is not
         dismissed within 60 days after such filing; or

                  (g)      Voluntary Petitions or Consents - Borrower or any of
         its Restricted Subsidiaries commences a voluntary case or other
         proceeding or order seeking liquidation, reorganization, arrangement,
         insolvency, readjustment of debt, dissolution, liquidation or other
         relief with respect to itself or its debts or other liabilities under
         any bankruptcy, insolvency or other similar law now or hereafter in
         effect or seeking the appointment of a trustee, receiver, liquidator,
         custodian or other similar official of it or any substantial part of
         its Property, or consents 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 fails generally to, or
         cannot, pay its debts generally as they become due or takes any
         corporate action to authorize or effect any of the foregoing; or

                  (h)      Assignments for Benefit of Creditors or Admissions of
         Insolvency - Borrower or any of its Restricted Subsidiaries makes an
         assignment for the benefit of its creditors, or admits in writing its
         inability to pay its debts generally as they become due, or consents to
         the appointment of a receiver, trustee, or liquidator of such Person or
         of all or any substantial part of its Property; or

                  (i)      Undischarged Judgments - a final judgment or
         judgments for the payment of money exceeding, in the aggregate,
         $5,000,000 (exclusive of amounts covered by insurance) is rendered by
         any court or other governmental body against Borrower or any of its
         Restricted Subsidiaries and such Person does not discharge the same or
         provide for its discharge in accordance with its terms, or procure a
         stay of execution thereof within 30 days from the date of entry
         thereof; or

                  (j)      Change of Control - any Change of Control shall
         occur.

         9.2      Right of Setoff. Upon the occurrence and during the
continuance of any Event of Default, each Lender is hereby authorized at any
time and from time to time, without notice to Borrower (any such notice being
expressly waived by Borrower), to setoff and apply any and all deposits, whether
general or special, time or demand, provisional or final (but excluding the
funds held in accounts clearly designated as escrow or trust accounts held by
Borrower for the benefit of Persons which are not Affiliates of Borrower),
whether or not such setoff results in any loss of interest or other penalty, and
including without limitation all certificates of deposit, at any time held, and
any other funds or Property at any time held, and other Indebtedness at any time

                                     - 61 -
<PAGE>

owing by such Lender to or for the credit or the account of Borrower against any
and all of the Obligations irrespective of whether or not such Lender or Agent
will have made any demand under this Agreement, the Notes or any other Loan
Document. Each Lender agrees to promptly notify Borrower and Agent after any
such setoff and application, provided that the failure to give such notice will
not affect the validity of such setoff and application. The rights of Agent and
the Lenders under this Section are in addition to other rights and remedies
(including without limitation other rights of setoff) which Agent or the Lenders
may have. This Section is subject to the terms and provisions of Sections 4.5
and 11.7 hereof.

         9.3      Remedies Cumulative. No remedy, right or power conferred upon
Agent or any Lender is intended to be exclusive of any other remedy, right or
power given hereunder or now or hereafter existing at law, in equity, or
otherwise, and all such remedies, rights and powers shall be cumulative.

10.      AGENT.

         10.1     Appointment, Powers and Immunities.

                  (a)      Each Lender hereby irrevocably appoints and
         authorizes Agent to act as its agent hereunder and under the other Loan
         Documents with such powers as are specifically delegated to Agent by
         the terms hereof and thereof, together with such other powers as are
         reasonably incidental thereto. Any Loan Documents executed in favor of
         Agent shall be held by Agent for the ratable benefit of the Lenders.
         Agent ("Agent" as used in this Section 10 shall include reference to
         its Affiliates and its own and its Affiliates' respective officers,
         shareholders, directors, employees and agents) (a) shall not have any
         duties or responsibilities except those expressly set forth in this
         Agreement and the other Loan Documents, and shall not by reason of this
         Agreement or any other Loan Document be a trustee or fiduciary for any
         Lender; (b) shall not be responsible to any Lender for any recitals,
         statements, representations or warranties contained in this Agreement
         or any other Loan Document, or in any certificate or other document
         referred to or provided for in, or received by any of them under, this
         Agreement or any other Loan Document, or for the value, validity,
         effectiveness, genuineness, enforceability, execution, filing,
         registration, collectibility, recording, perfection, existence or
         sufficiency of this Agreement or any other Loan Document or any other
         document referred to or provided for herein or therein or any Property
         covered thereby or for any failure by Borrower or any other Person to
         perform any of its obligations hereunder or thereunder, and shall not
         have any duty to inquire into or pass upon any of the foregoing
         matters; (c) shall not be required to initiate or conduct any
         litigation or collection proceedings hereunder or under any other Loan
         Document except to the extent requested by the Majority Lenders; (d)
         shall not be responsible for any mistake of law or fact or any action
         taken or omitted to be taken by it hereunder or under any other Loan
         Document or any other document or instrument referred to or provided
         for herein or therein or in connection herewith or therewith,
         INCLUDING, WITHOUT LIMITATION, PURSUANT TO ITS OWN NEGLIGENCE, except
         for its own gross negligence or willful misconduct; (e) shall not be
         bound by or obliged to recognize any agreement among or between
         Borrower and any Lender to which Agent is not a party, regardless of
         whether Agent has knowledge of the existence of any such agreement or
         the terms and provisions thereof; (f) shall not be charged with notice
         or knowledge of any fact or information not herein set out or provided
         to Agent in accordance with the terms of this

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         Agreement or any other Loan Document; (g) shall not be responsible for
         any delay, error, omission or default of any mail, telegraph, cable or
         wireless agency or operator, and (h) shall not be responsible for the
         acts or edicts of any Governmental Authority. Agent may employ agents
         and attorneys-in-fact and shall not be responsible for the negligence
         or misconduct of any such agents or attorneys-in-fact selected by it
         with reasonable care.

                  (b)      Each L/C Issuer shall act on behalf of the Lenders
         with respect to any Letters of Credit issued by it and the documents
         associated therewith until such time (and except for so long) as the
         Agent may agree at the request of the Majority Lenders to act for such
         L/C Issuer shall have all the benefits and immunities (i) provided to
         Agent in this Section 10 with respect to any acts or omissions suffered
         by each such L/C Issuer in connection with Letters of Credit issued by
         it or proposed to be issued by it and the application and agreements
         for letters of credit pertaining to the Letters of Credit as fully as
         if the term "Agent" as used in this Section 10 included each L/C Issuer
         with respect to such acts or omissions, and (ii) as additionally
         provided herein with respect to each L/C Issuer.

         10.2     Reliance. Agent shall be entitled to rely upon any
certification, notice or other communication (including any thereof by
telephone, telegram or cable) believed by it to be genuine and correct and to
have been signed or sent by or on behalf of the proper Person or Persons, and
upon advice and statements of legal counsel (which may be counsel for Borrower),
independent accountants and other experts selected by Agent. Agent shall not be
required in any way to determine the identity or authority of any Person
delivering or executing the same. As to any matters not expressly provided for
by this Agreement or any other Loan Document, Agent shall in all cases be fully
protected in acting, or in refraining from acting, hereunder and thereunder in
accordance with instructions of the Majority Lenders, and any action taken or
failure to act pursuant thereto shall be binding on all of the Lenders. If any
order, writ, judgment or decree shall be made or entered by any court affecting
the rights, duties and obligations of Agent under this Agreement or any other
Loan Document, then and in any of such events Agent is authorized, in its sole
discretion, to rely upon and comply with such order, writ, judgment or decree
which it is advised by legal counsel of its own choosing is binding upon it
under the terms of this Agreement, the relevant Loan Document or otherwise; and
if Agent complies with any such order, writ, judgment or decree, then it shall
not be liable to any Lender or to any other Person by reason of such compliance
even though such order, writ, judgment or decree may be subsequently reversed,
modified, annulled, set aside or vacated.

         10.3     Defaults. Agent shall not be deemed to have knowledge of the
occurrence of a Default or Event of Default (other than the non-payment of
principal of or interest on Loans) unless Agent has received notice from a
Lender or Borrower specifying such Default or Event of Default and stating that
such notice is a "Notice of Default." In the event that Agent receives such a
Notice of Default, Agent shall give prompt notice thereof to the Lenders (and
shall give each Lender prompt notice of each such non-payment). Agent shall
(subject to Section 10.7 hereof) take such action with respect to such Notice of
Default as shall be directed by the Majority Lenders and within its rights under
the Loan Documents and at law or in equity, provided that, unless and until
Agent shall have received such directions, Agent may (but shall not be obligated
to) take such action, or refrain from taking such action, permitted hereby with
respect to such Notice of Default as it shall deem advisable in the best
interests of the Lenders and within its rights under the Loan Documents, at law
or in equity.

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         10.4     Material Written Notices. In the event that Agent receives any
written notice of a Material nature from Borrower under the Loan Documents,
Agent shall promptly inform each of the Lenders thereof.

         10.5     Rights as a Lender. With respect to its Commitments, L/C
Obligations and the Loans made by it, Wells Fargo in its capacity as a Lender
hereunder shall have the same rights and powers hereunder as any other Lender
and may exercise the same as though it were not acting in its agency capacity,
and the term "Lender" or "Lenders" shall, unless the context otherwise
indicates, include Agent in its individual capacity. Agent may (without having
to account therefor to any Lender) accept deposits from, lend money to and
generally engage in any kind of banking, trust, letter of credit, agency or
other business with Borrower (and any of its Affiliates) as if it were not
acting as Agent; and Agent may accept fees and other consideration from Borrower
(in addition to the fees heretofore agreed to between Borrower and Agent) for
services in connection with this Agreement or otherwise without having to
account for the same to the Lenders.

         10.6     Indemnification. The Lenders agree to indemnify Agent (to the
extent not reimbursed under Section 11.3 or Section 11.4 hereof, but without
limiting the obligations of Borrower under said Sections 11.3 and 11.4), ratably
in accordance with the Lenders' respective Commitments (or, after termination of
the Commitments, ratably in accordance with the Loans held by them,
respectively), for any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind and nature whatsoever, REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY
THE NEGLIGENCE OF ANY INDEMNIFIED PARTIES, which may be imposed on, incurred by
or asserted against Agent in any way relating to or arising out of this
Agreement or any other Loan Document or any other documents contemplated by or
referred to herein or therein or the transactions contemplated hereby or thereby
(including, without limitation, the costs and expenses which Borrower is
obligated to pay under Sections 11.3 and 11.4 hereof, interest, penalties,
attorneys' fees and amounts paid in settlement, but excluding, unless a Default
has occurred and is continuing, normal administrative costs and expenses
incident to the performance of its agency duties hereunder) or the enforcement
of any of the terms hereof or thereof or of any such other documents; provided
that no Lender shall be liable for any of the foregoing to the extent they arise
from the gross negligence or willful misconduct of the party to be indemnified.
The obligations of the Lenders under this Section 10.6 shall survive the
termination of this Agreement and the repayment of the Obligations.

         10.7     Non-Reliance on Agent and Other Lenders. Each Lender agrees
that it has received current financial information with respect to Borrower that
it has, independently and without reliance on Agent or any other Lender and
based on such documents and information as it has deemed appropriate, made its
own credit analysis of Borrower and decision to enter into this Agreement and
that it will, independently and without reliance upon 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 analysis and decisions in taking or not taking
action under this Agreement or any of the other Loan Documents. Agent shall not
be required to keep itself informed as to the performance or observance by
Borrower of this Agreement or any of the other Loan Documents or any other
document referred to or provided for herein or therein or to inspect the
Properties or books of any Person. Except for notices, reports and other
documents and information expressly required to be furnished to the Lenders by
Agent hereunder or under the other Loan Documents, Agent shall not have any duty
or responsibility to provide any Lender

                                     - 64 -
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with any credit or other information concerning the affairs, financial condition
or business of any Person which may come into the possession of Agent.

         10.8     Failure to Act. Except for action expressly required of Agent
hereunder or under the other Loan Documents, Agent shall in all cases be fully
justified in failing or refusing to act hereunder and thereunder unless it shall
receive further assurances to its satisfaction by the Lenders of their
indemnification obligations under Section 10.6 hereof against any and all
liability and expense which may be incurred by it by reason of taking or
continuing to take any such action.

         10.9     Resignation or Removal of Agent. Subject to the appointment
and acceptance of a successor Agent as provided below, Agent may resign at any
time by giving notice thereof to the Lenders and Borrower, and Agent may be
removed at any time with or without cause by the Majority Lenders; provided,
that (i) any such resignation by Wells Fargo may also constitute its resignation
as L/C Issuer and Swing Line Lender provided the Agent complies with the notice
requirements of Section 11.6(g) hereof, and (ii) Agent shall continue as Agent
until such time as any successor shall have accepted appointment as Agent
hereunder. Upon any such resignation or removal, (i) the Majority Lenders with
the consent of Borrower unless an Event of Default has occurred and is
continuing shall have the right to appoint a successor Agent so long as such
successor Agent is also a Lender at the time of such appointment and (ii) the
Majority Lenders shall have the right to appoint a successor Agent that is not a
Lender at the time of such appointment so long as Borrower consents to such
appointment (which consent shall not be unreasonably withheld). If no successor
Agent shall have been so appointed by the Majority Lenders and accepted such
appointment within 30 days after the retiring Agent's giving of notice of
resignation or the Majority Lenders' removal of the retiring Agent, then the
retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Any
successor Agent shall be a bank which has an office in the United States and a
combined capital and surplus of at least $250,000,000. Upon the acceptance of
any appointment as Agent hereunder by a successor Agent, such successor Agent
shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Agent and the retiring Agent shall be
discharged from its duties and obligations hereunder and under any other Loan
Documents and the retiring L/C Issuer's and Swing Line Lender's rights, powers
and duties as such shall be terminated, without any other or further act or deed
on the part of such retiring L/C Issuer or Swing Line Lender or any other
Lender, other than the obligation of the successor L/C Issuer to issue letters
of credit in substitution for the Letters of Credit, if any, outstanding at the
time of such succession or to make other arrangements satisfactory to the
retiring L/C Issuer to effectively assume the obligations of the retiring L/C
Issuer with respect to such Letters of Credit. Such successor Agent shall
promptly specify by notice to Borrower its Principal Office referred to in
Section 3.1 and Section 4 hereof. After any retiring Agent's resignation or
removal hereunder as Agent, the provisions of this Section 10 shall continue in
effect for its benefit in respect of any actions taken or omitted to be taken by
it while it was acting as Agent.

         10.10    No Partnership. Neither the execution and delivery of this
Agreement nor any of the other Loan Documents nor any interest the Lenders,
Agent or any of them may now or hereafter have in all or any part of the
Obligations shall create or be construed as creating a partnership, joint
venture or other joint enterprise between the Lenders or among the Lenders and
Agent. The relationship between the Lenders, on the one hand, and Agent, on the
other, is and shall be that of principals and agent only, and nothing in this
Agreement or any of the other Loan Documents shall be construed to constitute
Agent as trustee or other fiduciary for any Lender or

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to impose on Agent any duty, responsibility or obligation other than those
expressly provided for herein and therein.

         10.11    Authority of Agent. Each Lender acknowledges that the rights
and responsibilities of Agent under this Agreement and the Loan Documents with
respect to any action taken by Agent or the exercise or non-exercise by Agent of
any option, right, request, judgment or other right or remedy provided for
herein or resulting or arising out of this Agreement and/or the other Loan
Documents shall, as between Agent and the Lenders, be governed by this Agreement
and by such other agreements with respect thereto as may exist from time to time
among them, but, as between Agent and Borrower, Agent shall be conclusively
presumed to be acting as agent for the Lenders with full and valid authority so
to act or refrain from acting; and Borrower shall not be under any obligation,
or entitlement, to make any inquiry respecting such authority.

         10.12    Documentation Agent and Syndication Agent. Neither the
Documentation Agent nor the Syndication Agent, in their capacities as such,
shall have any duties or responsibilities under this Agreement.

11.      MISCELLANEOUS.

         11.1     Waiver. No waiver of any Default or Event of Default shall be
a waiver of any other Default or Event of Default. No failure on the part of
Agent or any Lender to exercise and no delay in exercising, and no course of
dealing with respect to, any right, power or privilege under any Loan Document
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right, power or privilege thereunder preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The remedies
provided in the Loan Documents are cumulative and not exclusive of any remedies
provided by law or in equity.

         11.2     Notices. All notices and other communications provided for
herein (including, without limitation, any modifications of, or waivers or
consents under, this Agreement) shall be given or made by telegraph, telecopy
(confirmed by mail), cable or other writing and telecopied, telegraphed, cabled,
mailed or delivered to the intended recipient at the "Address for Notices"
specified below its name on the signature pages hereof (or provided for in an
Assignment and Acceptance); or, as to any party hereto, at such other address as
shall be designated by such party in a notice (given in accordance with this
Section) (i) as to Borrower, to Agent, (ii) as to Agent, L/C Issuer or Swing
Line Lender, to Borrower and to each Lender, and (iii) as to any Lender, to
Borrower, Agent, L/C Issuer and Swing Line Lender. Except as otherwise provided
in this Agreement, all such notices or communications shall be deemed to have
been duly given when (i) transmitted by electronic mail, telecopier or delivered
to the telegraph or cable office, (ii) personally delivered (iii) one Business
Day after deposit with a nationally recognized overnight mail or delivery
service, postage prepaid or (iv) three Business Days' after deposit in a
receptacle maintained by the United States Postal Service, postage prepaid,
registered or certified mail, return receipt requested, in each case given or
addressed as aforesaid.

         11.3     Expenses, Etc. Whether or not any Loan is ever made, Borrower
shall pay or reimburse within 10 Business Days after written demand (a) Agent
for paying the reasonable fees and expenses of legal counsel to Agent, together
with the reasonable fees and expenses of each local counsel to Agent, in
connection with the preparation, negotiation, execution and delivery of this
Agreement (including the exhibits and schedules hereto) and the other Loan

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Documents and the making of the Loans, and any modification, supplement or
waiver of any of the terms of this Agreement or any other Loan Document; (b)
Agent for any reasonable and customary lien search fees; (c) Agent for
reasonable out-of-pocket expenses incurred in connection with the preparation,
documentation of the Loans or any of the Loan Documents; (d) Agent for paying
all transfer, stamp, documentary or other similar taxes, assessments or charges
levied by any governmental or revenue authority in respect of this Agreement or
any other Loan Document or any other document referred to herein or therein, and
(e) following the occurrence and during the continuation of an Event of Default,
any Lender or Agent for paying all amounts reasonably expended, advanced or
incurred by such Lender or Agent to satisfy any obligation of Borrower under
this Agreement or any other Loan Document, to collect the Obligations or to
enforce, protect, preserve or defend the rights of the Lenders or Agent under
this Agreement or any other Loan Document, including, without limitation, fees
and expenses incurred in connection with such Lender's or Agent's participation
as a member of a creditor's committee in a case commenced with Borrower or any
of its Restricted Subsidiaries as debtor under the Bankruptcy Code or other
similar law, fees and expenses incurred in connection with lifting the automatic
stay prescribed in Section 362 of the Bankruptcy Code and fees and expenses
incurred in connection with any action pursuant to Section 1129 of the
Bankruptcy Code and all other reasonable and customary out-of-pocket expenses
incurred by such Lender or Agent in connection with such matters, together with
interest thereon at the Past Due Rate on each such amount from the due date
until the date of reimbursement to such Lender or Agent.

         11.4     Indemnification. Borrower shall indemnify each of Agent, L/C
Issuer, Swing Line Lender, the Lenders, and each affiliate thereof and their
respective directors, officers, employees and agents from, and hold each of them
harmless against, any and all losses, liabilities, claims or damages to which
any of them may become subject, REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART
BY THE NEGLIGENCE OF ANY INDEMNIFIED PARTIES, insofar as such losses,
liabilities, claims or damages arise out of or result from any (i) actual or
proposed use by Borrower of the proceeds of any extension of credit (whether a
Loan) by any Lender hereunder; (ii) breach by Borrower of this Agreement or any
other Loan Document; (iii) violation by Borrower or any of its Restricted
Subsidiaries of any Legal Requirement, or (iv) investigation, litigation or
other proceeding relating to any of the foregoing, and Borrower shall reimburse
Agent, L/C Issuer, Swing Line Lender, each Lender, and each Affiliate thereof
and their respective directors, officers, employees and agents, upon demand for
any reasonable and customary expenses (including reasonable and customary legal
fees) incurred in connection with any such investigation or proceeding;
provided, however, that Borrower shall not have any obligations pursuant to this
Section with respect to any losses, liabilities, claims, damages or expenses
incurred by the Person seeking indemnification by reason of the gross negligence
or willful misconduct of that Person or with respect to any disputes between or
among any of Agent, L/C Issuer, Swing Line Lender and Lenders. Nothing in this
Section is intended to limit the obligations of Borrower under any other
provision of this Agreement. In the case of any indemnification hereunder,
Agent, L/C Issuer, Swing Line Lender, or the respective Lender, as appropriate,
shall give written notice to Borrower of any such claim or demand being made
against an indemnified person and Borrower shall have the non-exclusive right to
join in the defense against any such claim or demand, provided that if Borrower
provides a defense, the indemnified person shall bear its own cost of defense
unless there is a conflict of interests between Borrower and such indemnified
person. No Indemnified Person may settle any claim to be indemnified without the
consent of Borrower, such consent not to be unreasonably withheld or delayed.

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         11.5     Amendments, Etc. No amendment or modification of this
Agreement, the Notes, the Letter of Credit Applications, or any other Loan
Document shall in any event be effective against Borrower unless the same shall
be agreed or consented to in writing by such Person. No amendment, modification
or waiver of any provision of this Agreement, the Notes or any other Loan
Document, nor any consent to any departure by Borrower therefrom, shall in any
event be effective against the Lenders unless the same shall be agreed or
consented to in writing by the Majority Lenders, and each such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given; provided, that no amendment, modification, waiver or consent
shall, unless in writing and signed by each Lender affected thereby, do any of
the following: (a) increase any Commitment of any of the Lenders (or reinstate
any termination or reduction of the Commitments) or subject any of the Lenders
to any additional obligations; (b) reduce the principal of, or interest on, any
Loan or L/C Borrowing or fee hereunder; (c) postpone or extend the Maturity Date
or any scheduled date fixed for any payment of principal of, or interest on, any
Loan, fee or other sum to be paid hereunder or waive any Event of Default
described in Section 9.1(a) hereof; (d) change the percentage of any of the
Commitments or of the aggregate unpaid principal amount of any of the Loans or
L/C Obligations, or the percentage of Lenders, which shall be required for the
Lenders or any of them to take any action under this Agreement, or (e) change
any provision contained in Sections 7.9, 11.3 or 11.4 hereof or this Section
11.5. Notwithstanding anything in this Section 11.5 to the contrary, no
amendment, modification, waiver or consent shall be made with respect to Section
10 without the consent of Agent to the extent it affects Agent, as Agent.

         11.6     Successors and Assigns.

                  (a)      The provisions of this Agreement shall be binding
         upon and inure to the benefit of the parties hereto and their
         respective successors and assigns permitted hereby, except that the
         Borrower may not assign or otherwise transfer any of its rights or
         obligations hereunder, other than as permitted by Section 8.5 hereof,
         without the prior written consent of each Lender and no Lender may
         assign or otherwise transfer any of its rights or obligations hereunder
         except (i) to an Eligible Assignee in accordance with the provisions of
         paragraph (b) of this Section, (ii) by way of participation in
         accordance with the provisions of paragraph (d) of this Section or
         (iii) by way of pledge or assignment of a security interest subject to
         the restrictions of paragraph (f) of this Section (and any other
         attempted assignment or transfer by any party hereto shall be null and
         void). Nothing in this Agreement, expressed or implied, shall be
         construed to confer upon any Person (other than the parties hereto,
         their respective successors and assigns permitted hereby, Participants
         to the extent provided in paragraph (d) of this Section and, to the
         extent expressly contemplated hereby, the Related Parties of each of
         the Agent and the Lenders) any legal or equitable right, remedy or
         claim under or by reason of this Agreement.

                  (b)      Any Lender may at any time assign to one or more
         Eligible Assignees all or a portion of its rights and obligations under
         this Agreement (including all or a portion of its Commitment and the
         Loans (including for purposes of this subsection (b), participations in
         L/C Obligations and in Swing Line Loans) at the time owing to it);
         provided that (i) except in the case of an assignment of the entire
         remaining amount of the assigning Lender's Commitment and the Loans at
         the time owing to it or in the case of an assignment to a Lender or an
         Affiliate of a Lender or an Approved Fund with respect to a Lender, the
         aggregate amount of the Commitment (which for this purpose

                                     - 68 -
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         includes Loans outstanding thereunder) or, if the applicable Commitment
         is not then in effect, the principal outstanding balance of the Loan of
         the assigning Lender subject to each such assignment (determined as of
         the date the Assignment and Acceptance with respect to such assignment
         is delivered to the Agent or, if "Trade Date" is specified in the
         Assignment and Acceptance, as of the Trade Date) shall not be less than
         $5,000,000, in the case of any assignment in respect of a revolving
         facility, unless each of the Agent and, so long as no Event of Default
         has occurred and is continuing, the Borrower otherwise consent (each
         such consent not to be unreasonably withheld or delayed); (ii) each
         partial assignment shall be made as an assignment of a proportionate
         part of all the assigning Lender's rights and obligations under this
         Agreement with respect to the Loan or the Commitment assigned; (iii)
         any assignment of a Commitment must be approved by the Agent and,
         unless an Event of Default has occurred and is continuing, the Borrower
         (each such approval not to be unreasonably withheld or delayed; and
         (iv) the parties to each assignment shall execute and deliver to the
         Agent, at least five days prior to the proposed effective date of such
         assignment, an Assignment and Acceptance in substantially the form of
         Exhibit D hereto (each an "Assignment and Acceptance"), together with a
         processing and recordation fee of $3,000, and the Eligible Assignee, if
         it shall not be a Lender, shall deliver to the Agent an Administrative
         Questionnaire. Subject to acceptance and recording thereof by the Agent
         pursuant to paragraph (c) of this Section, from and after the
         "Effective Date" specified in each Assignment and Acceptance, the
         Eligible Assignee thereunder shall be a party to this Agreement and, to
         the extent of the interest assigned by such Assignment and Acceptance,
         have the rights and obligations of a Lender under this Agreement, and
         the assigning Lender thereunder shall, to the extent of the interest
         assigned by such Assignment and Acceptance, be released from its
         obligations under this Agreement (and, in the case of an Assignment and
         Acceptance covering all of the assigning Lender's rights and
         obligations under this Agreement, such Lender shall cease to be a party
         hereto) but shall continue to be entitled to the benefits of Sections
         3.3(c)(ii), 3.3(c)(iv), 11.4 and 4.1(f) with respect to facts and
         circumstances occurring prior to the effective date of such assignment.
         Any assignment or transfer by a Lender of rights or obligations under
         this Agreement that does not comply with this paragraph shall be
         treated for purposes of this Agreement as a sale by such Lender of a
         participation in such rights and obligations in accordance with
         paragraph (d) of this Section, subject to compliance with the
         requirements of such paragraph (d).

                  (c)      The Agent, acting solely for this purpose as an agent
         of the Borrower, shall maintain at one of its offices a copy of each
         Assignment and Acceptance delivered to it and a register for the
         recordation of the names and addresses of the Lenders, and the
         Commitments of, and principal amounts of the Loans and L/C Obligations
         owing to, each Lender pursuant to the terms hereof from time to time
         (the "Register"). The entries in the Register, in the absence of
         manifest error, shall be conclusive, and the Borrower, the Agent and
         the Lenders may treat each Person whose name is recorded in the
         Register pursuant to the terms hereof as a Lender hereunder for all
         purposes of this Agreement, notwithstanding notice to the contrary. The
         Register shall be available for inspection by the Borrower and any
         Lender, at any reasonable time and from time to time upon reasonable
         prior notice.

                  (d)      Any Lender may at any time, without the consent of,
         or notice to, the Borrower or the Agent, sell participations to any
         Person (other than a natural person or

                                     - 69 -
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         the Borrower or any of the Borrower's Affiliates or Subsidiaries)
         (each, a "Participant") in all or a portion of such Lender's rights
         and/or obligations under this Agreement (including all or a portion of
         its Commitment and/or the Loans (including such Lender's participations
         in L/C Obligations and/or Swing Line Loans) owing to it); provided that
         (i) such Lender's obligations under this Agreement shall remain
         unchanged, (ii) such Lender shall remain solely responsible to the
         other parties hereto for the performance of such obligations and (iii)
         the Borrower, the Agent and the other Lenders shall continue to deal
         solely and directly with such Lender in connection with such Lender's
         rights and obligations under this Agreement. Any agreement or
         instrument pursuant to which a Lender sells such a participation shall
         provide that such Lender shall retain the sole right to enforce this
         Agreement and to approve any amendment, modification or waiver of any
         provision of this Agreement; provided that such agreement or instrument
         may provide that such Lender will not, without the consent of the
         Participant, agree to any amendment, modification or waiver described
         in clauses (a) through (e) of Section 11.5 that affects such
         Participant. Subject to paragraph (e) of this Section, the Borrower
         agrees that each Participant shall be entitled to the benefits of
         Sections 3.3(c)(ii), 3.3(c)(iv) and 4.1(f) to the same extent (but only
         to the extent of its transferor Lender) as if it were a Lender and had
         acquired its interest by assignment pursuant to paragraph (b) of this
         Section. To the extent permitted by law, each Participant also shall be
         entitled to the benefits of Section 9.2 as though it were a Lender (but
         only to the extent of its transferor Lender), provided such Participant
         agrees to be subject to Section 4.5 as though it were a Lender.

                  (e)      A Participant shall not be entitled to receive any
         greater payment under Sections 3.3(c)(ii) and 4.1(f) than the
         applicable Lender would have been entitled to receive with respect to
         the participation sold to such Participant, unless the sale of the
         participation to such Participant is made with the Borrower's prior
         written consent. A Participant which is organized under the laws of a
         jurisdiction outside the United States shall not be entitled to the
         benefits of Section 4.1(f) unless the Borrower is notified of the
         participation sold to such Participant and such Participant agrees, for
         the benefit of the Borrower, to comply with Section 11.13 as though it
         were a Lender.

                  (f)      Any Lender may at any time pledge or assign a
         security interest in all or any portion of its rights under this
         Agreement to secure obligations of such Lender, including without
         limitation any pledge or assignment to secure obligations to a Federal
         Reserve Bank; provided that no such pledge or assignment shall release
         such Lender from any of its obligations hereunder or substitute any
         such pledgee or assignee for such Lender as a party hereto.

                  (g)      Notwithstanding anything to the contrary contained
         herein, if at any time Wells Fargo assigns all of its Commitment and
         Loans pursuant to subsection (b) above, or resigns as Agent pursuant to
         Section 10.9 hereof, Wells Fargo may, (i) upon 30 days' notice to the
         Borrower and the Lenders, resign as a L/C Issuer and/or (ii) upon five
         Business Days' notice to the Borrower and the Lenders, terminate the
         Swing Line. In the event of any such termination of the Swing Line or
         resignation as L/C Issuer, the Borrower shall be entitled to appoint
         from among the Lenders a successor Swing Line Lender or L/C Issuer
         hereunder, subject to the concurrence of such Lender; provided,
         however, that no failure by the Borrower to appoint any such successor
         shall affect the termination of the Swing Line, as the case may be.
         Wells Fargo shall retain all the rights

                                     - 70 -
<PAGE>

         and obligations of a L/C Issuer hereunder with respect to all Letters
         of Credit outstanding as of the effective date of its resignation as a
         L/C Issuer and all L/C Obligations with respect thereto (including the
         right to require the Lenders to make Base Rate Borrowings or fund
         participations in Unreimbursed Amounts pursuant to Section 2.3(c)
         hereof). If Wells Fargo terminates the Swing Line, it shall retain all
         the rights of the Swing Line Lender provided for hereunder with respect
         to Swing Line Loans made by it and outstanding as of the effective date
         of such termination, including the right to require the Lenders to make
         Base Rate Borrowings or fund participations in outstanding Swing Line
         Loans pursuant to Section 2.2(c) hereof.

         11.7     Limitation of Interest. The parties hereto intend to strictly
comply with all applicable federal and Texas laws, including applicable usury
laws (or the usury laws of any jurisdiction whose usury laws are deemed to apply
to the Notes or any other Loan Documents). Accordingly, the provisions of this
Section 11.7 shall govern and control over every other provision of this
Agreement or any other Loan Document which conflicts or is inconsistent with
this Section, even if such provision declares that it controls. As used in this
Section, the term "interest" includes the aggregate of all charges, fees,
benefits or other compensation which constitute interest under applicable law,
provided that, to the maximum extent permitted by applicable law, (a) any
non-principal payment shall be characterized as an expense or as compensation
for something other than the use, forbearance or detention of money and not as
interest, and (b) all interest at any time contracted for, reserved, charged or
received shall be amortized, prorated, allocated and spread, in equal parts
during the full term of the Obligations. In no event shall Borrower or any other
Person be obligated to pay, or Agent or any Lender have any right or privilege
to reserve, receive or retain, (a) any interest in excess of the maximum amount
of nonusurious interest permitted under the laws of the State of Texas or the
applicable laws (if any) of the United States or of any other jurisdiction, or
(b) total interest in excess of the amount which such Person could lawfully have
contracted for, reserved, received, retained or charged had the interest been
calculated for the full term of the Obligations at the Ceiling Rate. The daily
interest rates to be used in calculating interest at the Ceiling Rate shall be
determined by dividing the applicable Ceiling Rate per annum by the number of
days in the calendar year for which such calculation is being made. None of the
terms and provisions contained in this Agreement or in any other Loan Document
(including, without limitation, Section 9.1 hereof) which directly or indirectly
relate to interest shall ever be construed without reference to this Section
11.7, or be construed to create a contract to pay for the use, forbearance or
detention of money at an interest rate in excess of the Ceiling Rate. If the
term of any Obligation is shortened by reason of acceleration of maturity as a
result of any Default or by any other cause, or by reason of any required or
permitted prepayment, and if for that (or any other) reason Agent or any Lender
at any time, including but not limited to, the stated maturity, is owed or
receives (and/or has received) interest in excess of interest calculated at the
Ceiling Rate, then and in any such event all of any such excess interest shall
be canceled automatically as of the date of such acceleration, prepayment or
other event which produces the excess, and, if such excess interest has been
paid to such Person, it shall be credited pro tanto against the then-outstanding
principal balance of Borrower's obligations to such Person, effective as of the
date or dates when the event occurs which causes it to be excess interest, until
such excess is exhausted or all of such principal has been fully paid and
satisfied, whichever occurs first, and any remaining balance of such excess
shall be promptly refunded to its payor.

         11.8     Survival. The obligations of Borrower under Sections 7.9, 11.3
and 11.4 hereof and all other obligations of Borrower in any other Loan Document
(to the extent stated therein)

                                     - 71 -
<PAGE>

and the obligations of the Lenders under Sections 4.1(f), 10.6, 11.7, 11.13 and
11.16 hereof, shall, notwithstanding anything herein to the contrary, survive
the repayment of the Loans and the termination of the Commitments.

         11.9     Captions. Captions and section headings appearing herein are
included solely for convenience of reference and are not intended to affect the
interpretation of any provision of this Agreement.

         11.10    Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
agreement and any of the parties hereto may execute this Agreement by signing
any such counterpart.

         11.11    Governing Law. THIS AGREEMENT AND (EXCEPT AS THEREIN PROVIDED)
THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE APPLICABLE LAWS OF THE STATE OF TEXAS AND THE UNITED STATES OF AMERICA FROM
TIME TO TIME IN EFFECT.

         11.12    Severability. Whenever possible, each provision of the Loan
Documents shall be interpreted in such manner as to be effective and valid under
applicable law. If any provision of any Loan Document shall be invalid, illegal
or unenforceable in any respect under any applicable law, the validity, legality
and enforceability of the remaining provisions of such Loan Document shall not
be affected or impaired thereby.

         11.13    Tax Forms. Each Lender which is organized under the laws of a
jurisdiction outside the United States shall, on the day of the initial
borrowing from each such Lender hereunder and from time to time thereafter if
requested by Borrower or Agent, provide Agent and Borrower with the forms
prescribed by the Internal Revenue Service of the United States certifying as to
such Lender's status for purposes of determining exemption from United States
withholding taxes with respect to all payments to be made to such Lender
hereunder or other documents satisfactory to such Lender, Borrower and Agent
indicating that all payments to be made to such Lender hereunder are not subject
to United States withholding tax or are subject to such tax at a rate reduced by
an applicable tax treaty. If a Lender determines, as a result of any change in
either (i) applicable law, regulation or treaty, or in any official application
thereof or (ii) its circumstances, that it is unable to submit any form or
certificate that it is obligated to submit pursuant to this Section, or that it
is required to withdraw or cancel any such form or certificate previously
submitted, it shall promptly notify Borrower and Agent of such fact. Unless
Borrower and Agent shall have received such forms or such documents indicating
that payments hereunder are not subject to United States withholding tax or are
subject to such tax at a rate reduced by an applicable tax treaty, Borrower or
Agent shall withhold taxes from such payments at the applicable statutory rate.
Each Lender agrees to indemnify and hold harmless from any United States taxes,
penalties, interest and other expenses, costs and losses incurred or payable by
(i) Agent as a result of such Lender's failure to submit any form or certificate
that it required to provide pursuant to this Section or (ii) Borrower or Agent
as a result of their reliance on any representation, form or certificate which
such Lender has provided to them pursuant to this Section.

         11.14    Conflicts Between This Agreement and the Other Loan Documents.
In the event of any conflict between the terms of this Agreement and the terms
of any of the other Loan Documents, the terms of this Agreement shall control.

                                     - 72 -
<PAGE>

         11.15    Limitation on Charges; Substitute Lenders; Non-Discrimination.
Anything in Sections 3.3(c) or 7.9 notwithstanding:

                  (a)      Borrower shall not be required to pay to any Lender
         reimbursement or indemnification with regard to any costs or expenses
         described in such Sections, unless such Lender notifies Borrower of
         such costs or expenses within 90 days after the date paid or incurred;

                  (b)      none of the Lenders shall be permitted to pass
         through to Borrower charges and costs under such Sections on a
         discriminatory basis (i.e., which are not also passed through by such
         Lender to other customers of such Lender similarly situated where such
         customer is subject to documents providing for such pass through); and

                  (c)      if any Lender elects to pass through to Borrower any
         material charge or cost under such Sections or elects to terminate the
         availability of LIBOR Borrowings for any material period of time,
         Borrower may, within 60 days after the date of such event and so long
         as no Default shall have occurred and be continuing, elect to terminate
         such Lender as a party to this Agreement; provided that, concurrently
         with such termination Borrower shall (i) if Agent and each of the other
         Lenders shall consent, pay that Lender all principal, interest and fees
         and other amounts owed to such Lender through such date of termination
         or (ii) have arranged for another financial institution approved by
         Agent (such approval not to be unreasonably withheld or delayed) as of
         such date, to become a substitute Lender for all purposes under this
         Agreement in the manner provided in Section 11.6; provided further
         that, prior to substitution for any Lender, Borrower shall have given
         written notice to Agent of such intention and the Lenders shall have
         the option, but no obligation, for a period of 60 days after receipt of
         such notice, to increase their Commitments in order to replace the
         affected Lender in lieu of such substitution.

         11.16    Confidentiality. Each Lender agrees to exercise its best
efforts to keep any information delivered or made available by Borrower which is
clearly indicated to be confidential information, confidential from anyone other
than Persons employed or retained by such Lender or any of its Affiliates who
are or are expected to become engaged in evaluating, approving, structuring or
administering the Loans; provided that nothing herein shall prevent any Lender
from disclosing such information (a) to any other Lender; (b) pursuant to
subpoena or upon the order of any court or administrative agency; (c) upon the
request or demand of any regulatory agency or authority having jurisdiction over
such Lender; (d) which has been publicly disclosed; (e) to the extent reasonably
required in connection with any litigation to which Agent, any Lender, Borrower
or their respective Affiliates may be a party; (f) to the extent reasonably
required in connection with the exercise of any remedy hereunder; (g) to such
Lender's bank counsel and independent auditors; and (h) to any actual or
proposed participant or assignee of all or part of its rights hereunder which
has agreed in writing to be bound by the provisions of this Section.

         Notwithstanding anything to the contrary, "information" shall not
include, and the Agent and each Lender may disclose without limitation of any
kind, any information with respect to the "tax treatment" and "tax structure"
(in each case, within the meaning of Treasury Regulation Section 1.6011-4) of
the transactions contemplated hereby and all materials of any kind (including
opinions or other tax analyses) that are provided to the Agent or such Lender
relating to such tax treatment and tax structure; provided that with respect to
any document or similar

                                     - 73 -
<PAGE>

item that in either case contains information concerning the tax treatment or
tax structure of the transaction as well as other information, this sentence
shall only apply to such portions of the document or similar item that relate to
the tax treatment or tax structure of the Loans, Letters of Credit and
transactions contemplated hereby.

         11.17    Waiver of Right to Trial by Jury. EACH PARTY TO THIS AGREEMENT
HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH
OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM
WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH
CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT
OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

         11.18    NOTICE PURSUANT TO TEX. BUS. & COMM. CODE SECTION 26.02. THE
CREDIT AGREEMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED BY ANY OF THE PARTIES
PRIOR HERETO OR SUBSTANTIALLY CONCURRENTLY HEREWITH CONSTITUTE A WRITTEN CREDIT
AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.

                  [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]

                                     - 74 -
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Effective Date.

                                              OCEANEERING INTERNATIONAL, INC.,
                                              a Delaware corporation

                                              By:     /S/ ROBERT P. MINGOIA
                                                  ------------------------------
                                              Name: Robert P. Mingoia
                                              Title: Treasurer

                                              Address for Notices:

                                              11911 FM 529
                                              Houston, Texas 77041
                                              Attention: Chief Financial Officer
                                              Telecopy No.: (713) 329-4653

                       Signature Page to Credit Agreement

<PAGE>

                                 WELLS FARGO BANK TEXAS, NATIONAL
                                 ASSOCIATION, as Administrative Agent and Lead
                                 Arranger and as a Lender and L/C Issuer

                                 By:   /S/ LANCE REYNOLDS
                                     -------------------------------------------
                                 Name: Lance Reynolds
                                 Title: Assistant Vice President

                                 Address for Notices:

Commitment:                      1000 Louisiana, 3rd Floor
$26,000,000.00                   Houston, Texas 77002
                                 Attention:  Sean Lewis, Agency Syndications
                                 Telecopy No.: 303-863-5533

                       Signature Page to Credit Agreement

<PAGE>

                                         HSBC BANK USA, as Documentation Agent
                                         and as a Lender

                                         By:   /S/ GEORGE LINHART
                                             -----------------------------------
                                         Name: George Linhart
                                         Title: 9429

                                         Address for Notices:

Commitment:                              452 Fifth Avenue, 5th Floor
$22,500,000.00                           New York, New York 10018
                                         Attention:  Melissa Moy
                                         Telecopy No.: 212-525-2479

                       Signature Page to Credit Agreement

<PAGE>

                                 COMERICA BANK, as Syndication Agent
                                 and as a Lender

                                 By:   /S/ MONA M. FOCH
                                     -------------------------------------------
                                 Name: Mona M. Foch
                                 Title: Senior Vice President - Texas Division

                                 Address for Notices:

Commitment:                      910 Louisiana, Suite 410
$22,500,000.00                   Houston, Texas 77002
                                 Attention: Mona Foch
                                 Telecopy No.: 713-220-5650

                       Signature Page to Credit Agreement

<PAGE>

                                          DEN NORSKE BANK ASA, as a Lender

                                          By:   /S/ PHILIP KURPIEWSLI
                                              ----------------------------------
                                          Name: Philip Kurpiewski
                                          Title: First Vice President

                                          By:   /S/ STIG KRISTIANSEN
                                              ----------------------------------
                                          Name: Stig Kristiansen
                                          Title: Vice President

                                          Address for Notices:

Commitment:                               200 Park Avenue, 31st Floor
$18,000,000.00                            New York, New York 10166-0396
                                          Attention: Stig Kristiansen
                                          Telecopy No.: 212-681-3900

                       Signature Page to Credit Agreement

<PAGE>

                                             THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                             as a Lender

                                             By:   /S/ JOHN W. MCGHEE
                                                 -------------------------------
                                             Name: John W. McGhee
                                             Title: Vice President & Manager

                                             Address for Notices:

Commitment:                                  1100 Louisiana, Suite 2800
$11,000,000.00                               Houston, Texas 77019
                                             Attention: Damain Sullivan
                                             Telecopy No.: 713-658-0116

                       Signature Page to Credit Agreement