CHICAGO BRIDGE & IRON CO N V
REVOLVING CREDIT FACILITY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>dex102.txt
<DESCRIPTION>REVOLVING CREDIT FACILITY AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.2

                                                                  EXECUTION COPY

                  AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT

                           Dated as of August 19, 2002

                                      among

                       CHICAGO BRIDGE & IRON COMPANY N.V.,

                            the SUBSIDIARY BORROWERS,

          THE INSTITUTIONS FROM TIME TO TIME PARTIES HERETO AS LENDERS

                                       and

                                  BANK ONE, NA,
               (having its principal office in Chicago, Illinois),
                             as Administrative Agent

                                       and

                             BANK OF AMERICA, N.A.,
                              as Syndication Agent

                                       and

                          HARRIS TRUST AND SAVINGS BANK
                             as Documentation Agent

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

                         BANC ONE CAPITAL MARKETS, INC.,
                      as Lead Arranger and Sole Book Runner

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

                           SIDLEY AUSTIN BROWN & WOOD
                                 Bank One Plaza
                            10 South Dearborn Street
                             Chicago, Illinois 60603

<PAGE>

                                TABLE OF CONTENTS

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

     1.1.    Certain Defined Terms.........................................................................     1
     1.2.    Singular/Plural References; Accounting Terms..................................................    26
     1.3.    References....................................................................................    26
     1.4.    Supplemental Disclosure.......................................................................    26

ARTICLE II:  REVOLVING LOAN FACILITY.......................................................................    26

     2.1.    Revolving Loans...............................................................................    26
             (A)      Amount of Revolving Loans............................................................    27
             (B)      Borrowing/Election Notice............................................................    27
             (C)      Making of Revolving Loans............................................................    27
     2.2.    Swing Line Loans..............................................................................    27
             (A)      Amount of Swing Line Loans...........................................................    27
             (B)      Borrowing/Election Notice............................................................    28
             (C)      Making of Swing Line Loans...........................................................    28
             (D)      Repayment of Swing Line Loans........................................................    28
     2.3.    Rate Options for all Advances; Maximum Interest Periods.......................................    29
     2.4.    Optional Payments; Mandatory Prepayments......................................................    29
             (A)      Optional Payments....................................................................    29
             (B)      Determination of Dollar Amounts of Letters of Credit; Mandatory
                      Prepayments of Revolving Loans. .....................................................    30
     2.5.    Changes in Commitments........................................................................    30
     2.6.    Method of Borrowing...........................................................................    31
     2.7.    Method of Selecting Types and Interest Periods for Advances...................................    31
     2.8.    Minimum Amount of Each Advance................................................................    31
     2.9.    Method of Selecting Types and Interest Periods for Conversion and Continuation of Advances....    31
             (A)      Right to Convert.....................................................................    31
             (B)      Automatic Conversion and Continuation................................................    32
             (C)      No Conversion Post-Default or Post-Unmatured Default.................................    32
             (D)      Borrowing/Election Notice............................................................    32
     2.10.   Default Rate..................................................................................    32
     2.11.   Method of Payment.............................................................................    32
             (A)      Method of Payment....................................................................    32
             (B)      Market Disruption....................................................................    33
     2.12.   Evidence of Debt..............................................................................    33
             (A)      Loan Account.........................................................................    34
             (B)      Register.............................................................................    34
             (C)      Entries in Loan Account and Register.................................................    34
             (D)      Noteless Transaction; Notes Issued Upon Request......................................    34
     2.13.   Telephonic Notices............................................................................    34
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<TABLE>
<S>                                                                                                            <C>
     2.14.   Promise to Pay; Interest and Commitment Fees; Interest Payment Dates;
             Interest and Fee Basis; Taxes; Loan and Control Accounts......................................    35
             (A)      Promise to Pay.......................................................................    35
             (B)      Interest Payment Dates...............................................................    35
             (C)      Commitment Fees; Additional Fees.....................................................    35
             (D)      Interest and Fee Basis; Applicable Floating Rate Margins,
                      Applicable Eurodollar Margin, Applicable L/C Fee Percentage and
                      Applicable Commitment Fee Percentage.................................................    36
             (E)      Taxes................................................................................    37
     2.15.   Notification of Advances, Interest Rates, Prepayments and Aggregate Commitment Reductions.....    41
     2.16.   Lending Installations.........................................................................    41
     2.17.   Non-Receipt of Funds by the Administrative Agent..............................................    41
     2.18.   Termination Date..............................................................................    41
     2.19.   Replacement of Certain Lenders................................................................    42
     2.20.   Subsidiary Borrowers..........................................................................    42
     2.21.   Judgment Currency.............................................................................    43
     2.22.   Extension of Termination Date.................................................................    43

ARTICLE III: THE LETTER OF CREDIT FACILITY.................................................................    44

     3.1.    Obligation to Issue Letters of Credit.........................................................    44
     3.2.    Transitional Provision........................................................................    44
     3.3.    Types and Amounts.............................................................................    44
     3.4.    Conditions....................................................................................    45
     3.5.    Procedure for Issuance of Letters of Credit...................................................    45
             (A)      Issuance.............................................................................    45
             (B)      Notice...............................................................................    46
             (C)      No Amendment.........................................................................    46
     3.6.    Letter of Credit Participation................................................................    46
     3.7.    Reimbursement Obligation......................................................................    46
     3.8.    Letter of Credit Fees.........................................................................    47
     3.9.    Borrower and Issuing Bank Reporting Requirements..............................................    47
     3.10.   Indemnification; Exoneration..................................................................    48
             (A)      Indemnification......................................................................    48
             (B)      Risk Assumption......................................................................    48
             (C)      No Liability.........................................................................    49
             (D)      Survival of Agreements and Obligations...............................................    49
     3.11.   Market Disruption.............................................................................    49

ARTICLE IV:  CHANGE IN CIRCUMSTANCES.......................................................................    49

     4.1.    Yield Protection..............................................................................    49
             (A)      Yield Protection.....................................................................    50
             (B)      Non-U.S. Reserve Costs or Fees With Respect to Loans and
                      Letters of Credit to Borrowers.......................................................    50
     4.2.    Changes in Capital Adequacy Regulations.......................................................    51
     4.3.    Availability of Types of Advances.............................................................    51
</TABLE>

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<TABLE>
<S>                                                                                                            <C>
     4.4.    Funding Indemnification.......................................................................    52
     4.5.    Lender Statements; Survival of Indemnity......................................................    52

ARTICLE V:   CONDITIONS PRECEDENT..........................................................................    52

     5.1.    Initial Advances and Letters of Credit........................................................    52
     5.2.    Initial Advance to Each New Subsidiary Borrower...............................................    53
     5.3.    Each Advance and Letter of Credit.............................................................    54
             (A)      No Defaults..........................................................................    54
             (B)      Representations and Warranties.......................................................    54
             (C)      Maximum Amounts......................................................................    55
     5.4.    Effectiveness of this Agreement...............................................................    55

ARTICLE VI:  REPRESENTATIONS AND WARRANTIES................................................................    56

     6.1.    Organization; Corporate Powers................................................................    56
     6.2.    Authority, Execution and Delivery; Transaction Documents......................................    56
             (A)      Power and Authority..................................................................    56
             (B)      Execution and Delivery...............................................................    56
             (C)      Transaction Documents................................................................    56
     6.3.    No Conflict; Governmental Consents............................................................    57
     6.4.    Financial Statements..........................................................................    57
             (A)      Pro Forma Financials.................................................................    57
             (B)      Audited Financial Statements.........................................................    57
             (C)      Interim Financial Statements.........................................................    58
     6.5.    No Material Adverse Change....................................................................    58
     6.6.    Taxes.........................................................................................    58
             (A)      Tax Examinations.....................................................................    58
             (B)      Payment of Taxes.....................................................................    58
     6.7.    Litigation; Loss Contingencies and Violations.................................................    58
     6.8.    Subsidiaries..................................................................................    59
     6.9.    ERISA.........................................................................................    59
     6.10.   Accuracy of Information.......................................................................    60
     6.11.   Securities Activities.........................................................................    60
     6.12.   Material Agreements...........................................................................    60
     6.13.   Compliance with Laws..........................................................................    61
     6.14.   Assets and Properties.........................................................................    61
     6.15.   Statutory Indebtedness Restrictions...........................................................    61
     6.16.   Insurance.....................................................................................    61
     6.17.   Environmental Matters.........................................................................    61
             (A)      Environmental Representations........................................................    61
             (B)      Materiality..........................................................................    62
     6.18.   Representations and Warranties of each Subsidiary Borrower....................................    62
             (A)      Organization and Corporate Powers....................................................    62
             (B)      Binding Effect.......................................................................    62
             (C)      No Conflict; Government Consent......................................................    62
             (D)      Filing...............................................................................    63
             (E)      No Immunity..........................................................................    63
</TABLE>

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<TABLE>
<S>                                                                                                            <C>
             (F)      Application of Representations and Warranties........................................    63
     6.19.   Benefits......................................................................................    64
     6.20.   Solvency......................................................................................    64

ARTICLE VII: COVENANTS.....................................................................................    64

     7.1.    Reporting.....................................................................................    64
             (A)      Financial Reporting..................................................................    64
             (B)      Notice of Default....................................................................    65
             (C)      Lawsuits.............................................................................    66
             (D)      ERISA Notices........................................................................    66
             (E)      Other Indebtedness...................................................................    67
             (F)      Other Reports........................................................................    67
             (G)      Environmental Notices................................................................    68
             (H)      Other Information....................................................................    68
     7.2.    Affirmative Covenants.........................................................................    68
             (A)      Existence, Etc.......................................................................    68
             (B)      Corporate Powers; Conduct of Business................................................    68
             (C)      Compliance with Laws, Etc............................................................    68
             (D)      Payment of Taxes and Claims; Tax Consolidation.......................................    68
             (E)      Insurance............................................................................    69
             (F)      Inspection of Property; Books and Records; Discussions...............................    69
             (G)      ERISA Compliance.....................................................................    69
             (H)      Maintenance of Property..............................................................    69
             (I)      Environmental Compliance.............................................................    70
             (J)      Use of Proceeds......................................................................    70
             (K)      Subsidiary Guarantors................................................................    70
             (L)      Foreign Employee Benefit Compliance..................................................    71
     7.3.    Negative Covenants............................................................................    71
             (A)      Subsidiary Indebtedness..............................................................    71
             (B)      Sales of Assets......................................................................    72
             (C)      Liens................................................................................    73
             (D)      Investments..........................................................................    74
             (E)      Contingent Obligations...............................................................    74
             (F)      Conduct of Business; Subsidiaries; Permitted Acquisitions............................    75
             (G)      Transactions with Shareholders and Affiliates........................................    76
             (H)      Restriction on Fundamental Changes...................................................    76
             (I)      Sales and Leasebacks.................................................................    76
             (J)      Margin Regulations...................................................................    77
             (K)      ERISA................................................................................    77
             (L)      Corporate Documents..................................................................    77
             (M)      Fiscal Year..........................................................................    77
             (N)      Subsidiary Covenants.................................................................    77
             (O)      Hedging Obligations..................................................................    77
             (P)      Issuance of Disqualified Stock.......................................................    78
             (Q)      Non-Guarantor Subsidiaries...........................................................    78
             (R)      Intercompany Indebtedness............................................................    78
</TABLE>

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<TABLE>
<S>                                                                                                            <C>
             (S)      Letters of Credit....................................................................    78
     7.4.    Financial Covenants...........................................................................    78
             (A)      Maximum Leverage Ratio...............................................................    78
             (B)      Minimum Fixed Charge Coverage Ratio..................................................    79
             (C)      Minimum Interest Expense Coverage Ratio..............................................    79
             (D)      Minimum Consolidated Net Worth.......................................................    80

ARTICLE VIII: DEFAULTS.....................................................................................    80

     8.1.    Defaults......................................................................................    80
             (A)      Failure to Make Payments When Due....................................................    80
             (B)      Breach of Certain Covenants..........................................................    80
             (C)      Breach of Representation or Warranty.................................................    80
             (D)      Other Defaults.......................................................................    80
             (E)      Default as to Other Indebtedness.....................................................    81
             (F)      Involuntary Bankruptcy; Appointment of Receiver, Etc.................................    81
             (G)      Voluntary Bankruptcy; Appointment of Receiver, Etc...................................    82
             (H)      Judgments and Attachments............................................................    82
             (I)      Dissolution..........................................................................    82
             (J)      Loan Documents.......................................................................    82
             (K)      Termination Event....................................................................    82
             (L)      Waiver of Minimum Funding Standard...................................................    82
             (M)      Change of Control....................................................................    82
             (N)      Environmental Matters................................................................    82
             (O)      Guarantor Revocation.................................................................    83

ARTICLE IX:  ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES................................................    83

     9.1.    Termination of Commitments; Acceleration......................................................    83
     9.2.    Amendments....................................................................................    83
     9.3.    Preservation of Rights........................................................................    84

ARTICLE X:   GUARANTY......................................................................................    85

     10.1.   Guaranty......................................................................................    85
     10.2.   Waivers; Subordination of Subrogation.........................................................    85
     10.3.   Guaranty Absolute.............................................................................    86
     10.4.   Acceleration..................................................................................    86
     10.5.   Marshaling; Reinstatement.....................................................................    87
     10.6.   Termination Date..............................................................................    87

ARTICLE XI:  GENERAL PROVISIONS............................................................................    87

     11.1.   Survival of Representations...................................................................    87
     11.2.   Governmental Regulation.......................................................................    87
     11.3.   Performance of Obligations....................................................................    87
     11.4.   Headings......................................................................................    88
     11.5.   Entire Agreement..............................................................................    88
     11.6.   Several Obligations; Benefits of this Agreement...............................................    88
</TABLE>

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<TABLE>
<S>                                                                                                            <C>
     11.7.   Expenses; Indemnification.....................................................................    88
             (A)      Expenses.............................................................................    89
             (B)      Indemnity............................................................................    89
             (C)      Waiver of Certain Claims; Settlement of Claims.......................................    90
             (D)      Survival of Agreements...............................................................    90
     11.8.   Numbers of Documents..........................................................................    90
     11.9.   Accounting....................................................................................    90
     11.10.  Severability of Provisions....................................................................    91
     11.11.  Nonliability of Lenders.......................................................................    91
     11.12.  GOVERNING LAW.................................................................................    91
     11.13.  CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL.......................................    91
             (A)      EXCLUSIVE JURISDICTION...............................................................    91
             (B)      OTHER JURISDICTIONS..................................................................    92
             (C)      VENUE................................................................................    92
             (D)      SERVICE OF PROCESS...................................................................    92
             (E)      WAIVER OF JURY TRIAL.................................................................    92
             (F)      ADVICE OF COUNSEL....................................................................    93
     11.14.  Other Transactions............................................................................    93
     11.15.  Subordination of Intercompany Indebtedness....................................................    93
     11.16.  Lender's Not Utilizing Plan Assets............................................................    94
     11.17.  Collateral....................................................................................    95

ARTICLE XII: THE ADMINISTRATIVE AGENT......................................................................    95

     12.1.   Appointment; Nature of Relationship...........................................................    95
     12.2.   Powers........................................................................................    95
     12.3.   General Immunity..............................................................................    95
     12.4.   No Responsibility for Loans, Creditworthiness, Recitals, Etc..................................    95
     12.5.   Action on Instructions of Lenders.............................................................    96
     12.6.   Employment of Agents and Counsel..............................................................    96
     12.7.   Reliance on Documents; Counsel................................................................    96
     12.8.   The Administrative Agent's Reimbursement and Indemnification..................................    96
     12.9.   Rights as a Lender............................................................................    97
     12.10.  Lender Credit Decision........................................................................    97
     12.11.  Successor Administrative Agent................................................................    97
     12.12.  Documentation Agent, Syndication Agent, and Arranger..........................................    97

ARTICLE XIII: SETOFF; RATABLE PAYMENTS.....................................................................    98

     13.1.   Setoff........................................................................................    98
     13.2.   Ratable Payments..............................................................................    98
     13.3.   Application of Payments.......................................................................    98
     13.4.   Relations Among Lenders.......................................................................    99
             (A)      No Action Without Consent............................................................    99
             (B)      Not Partners; No Liability...........................................................    99

ARTICLE XIV: BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS.............................................    99
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<TABLE>
<S>                                                                                                           <C>
     14.1.   Successors and Assigns........................................................................    99
     14.2.   Participations................................................................................   100
             (A)      Permitted Participants; Effect.......................................................   100
             (B)      Voting Rights........................................................................   100
             (C)      Benefit of Setoff....................................................................   101
     14.3.   Assignments...................................................................................   101
             (A)      Permitted Assignments................................................................   101
             (B)      Effect; Effective Date...............................................................   101
             (C)      The Register.........................................................................   102
             (D)      Designated Lender....................................................................   102
     14.4.   Confidentiality...............................................................................   104
     14.5.   Dissemination of Information..................................................................   104

ARTICLE XV:  NOTICES.......................................................................................   104

     15.1.   Giving Notice.................................................................................   104
     15.2.   Change of Address.............................................................................   104

ARTICLE XVI: COUNTERPARTS..................................................................................   105
</TABLE>

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                             EXHIBITS AND SCHEDULES

                                    Exhibits
<TABLE>
<S>                              <C>
EXHIBIT A             --         Commitments (Definitions)
EXHIBIT B             --         Form of Borrowing/Election Notice (Section 2.2 and Section 2.7 and Section 2.9)
EXHIBIT C             --         Form of Request for Letter of Credit (Section 3.4)
EXHIBIT D             --         Form of Assignment and Acceptance Agreement (Sections 2.19 and 14.3)
EXHIBIT E             --         Form of Company's US Counsel's Opinion (Section 5.1)
EXHIBIT E-1           --         Form of Company's Foreign Counsel's Opinion (Section 5.1)
EXHIBIT E-2           --         Form of Counsel's Opinion for Subsidiary Borrowers
EXHIBIT F             --         Form of Officer's Certificate (Sections 5.3 and 7.1(A)(iii))
EXHIBIT G             --         Form of Compliance Certificate (Sections 5.3 and 7.1(A)(iii))
EXHIBIT H             --         Form of Subsidiary Guaranty (Definitions)
EXHIBIT I             --         Form of Revolving Loan Note
EXHIBIT J             --         Form of Assumption Letter (Definitions)
EXHIBIT K             --         Form of Designation Agreement (Section 14.3(D))
</TABLE>

                                    Schedules

<TABLE>
<S>                              <C>
Schedule 1.1.1        --         Permitted Existing Indebtedness (Definitions)
Schedule 1.1.2        --         Permitted Existing Investments (Definitions)
Schedule 1.1.3        --         Permitted Existing Liens (Definitions)
Schedule 1.1.4        --         Permitted Existing Contingent Obligations (Definitions)
Schedule 1.1.5        --         Material Subsidiaries and Foreign Subsidiaries that are not Excluded Foreign Subsidiaries
Schedule 6.4          --         Pro Forma Financial Statements (Section 6.4(A))
Schedule 6.8          --         Subsidiaries (Section 6.8)
Schedule 6.17         --         Environmental Matters (Section 6.17)
Schedule 7.3(N)       --         Subsidiary Covenants (Section 7.3(N))
</TABLE>

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<PAGE>

                  AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT

        This Amended and Restated 364-Day Credit Agreement dated as of August
19, 2002 is entered into among Chicago Bridge & Iron Company N.V., a corporation
organized under the laws of The Kingdom of the Netherlands (the "Company"), and
one or more Subsidiaries of the Company (whether now existing or hereafter
formed collectively referred to herein as the "Subsidiary Borrowers"), the
institutions from time to time parties hereto as Lenders, whether by execution
of this Agreement or an Assignment Agreement pursuant to Section 14.3, and Bank
One, NA, in its capacity as contractual representative (the "Administrative
Agent") for itself and the other Lenders, to amend and restate that certain
364-Day Credit Agreement, dated as of August 29, 2001, by and among the Company,
the Subsidiary Borrowers parties thereto, the Lenders party thereto and Bank
One, NA, as administrative agent (as amended, the "Existing Credit Agreement"),
and, from and after the Effective Date, the Existing Credit Agreement is hereby
amended and restated in its entirety. The parties hereto agree as follows:

                             ARTICLE I: DEFINITIONS

        1.1.    Certain Defined Terms. In addition to the terms defined above,
the following terms used in this Agreement shall have the following meanings,
applicable both to the singular and the plural forms of the terms defined as
used in this Agreement:

        "Accounting Change" is defined in Section 11.9.

        "Acquisition" means any transaction, or any series of related
transactions, consummated on or after the date of this Agreement, by which the
Company or any of its Subsidiaries (i) acquires any going business or all or
substantially all of the assets of any Person, firm, corporation or division
thereof, whether through purchase of assets, merger or otherwise or (ii)
directly or indirectly acquires (in one transaction or as the most recent
transaction in a series of transactions) at least a majority (in number of
votes) of the securities of a corporation which have ordinary voting power for
the election of directors (other than securities having such power only by
reason of the happening of a contingency) or a majority (by percentage of voting
power) of the outstanding Equity Interests of another Person.

        "Administrative Agent" means Bank One in its capacity as contractual
representative for itself and the Lenders pursuant to Article XII hereof and any
successor Administrative Agent appointed pursuant to Article XII hereof.

        "Advance" means a borrowing hereunder consisting of the aggregate amount
of the several Loans made by some or all of the Lenders to the applicable
Borrower of the same Type and, in the case of Eurodollar Rate Advances for the
same Interest Period.

        "Affected Lender" is defined in Section 2.19.

        "Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person is the
"beneficial owner" (as defined in Rule

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13d-3 under the Securities Exchange Act of 1934) of greater than ten percent
(10.0%) or more of any class of voting securities (or other voting interests) of
the controlled Person or possesses, directly or indirectly, the power to direct
or cause the direction of the management or policies of the controlled Person,
whether through ownership of Capital Stock, by contract or otherwise.

        "Aggregate Commitment" means the aggregate of the Commitments of all the
Lenders, as may be adjusted from time to time pursuant to the terms hereof. The
Aggregate Commitment as of the Effective Date is Fifty Million and 00/100
Dollars ($50,000,000).

        "Agreed Currencies" means (i) Dollars and (ii) any other Eligible Agreed
Currency which the applicable Borrower requests the applicable Issuing Bank to
include as an Agreed Currency hereunder and which is acceptable to such Issuing
Bank and the Administrative Agent. For purposes of this definition, "Eligible
Agreed Currency" means any currency other than Dollars (i) that is readily
available, (ii) that is freely traded, (iii) in which deposits are customarily
offered to banks in the London interbank market, (iv) which is convertible into
Dollars in the international interbank market and (v) as to which an Equivalent
Amount may be readily calculated.

        "Agreement" means this Amended and Restated 364-Day Credit Agreement, as
it may be amended, restated or otherwise modified and in effect from time to
time.

        "Agreement Accounting Principles" means generally accepted accounting
principles as in effect in the United States from time to time, applied in a
manner consistent with that used in preparing the financial statements of the
Company referred to in Section 6.4(B) hereof; provided, however, except as
provided in Section 11.9, that with respect to the calculation of financial
ratios and other financial tests required by this Agreement, "Agreement
Accounting Principles" means generally accepted accounting principles as in
effect in the United States as of the date of this Agreement, applied in a
manner consistent with that used in preparing the financial statements of the
Company referred to in Section 6.4(B) hereof.

        "Alternate Base Rate" means, for any day, a fluctuating rate of interest
per annum equal to the higher of (i) the Prime Rate for such day and (ii) the
sum of (a) the Federal Funds Effective Rate for such day and (b) one-half of one
percent (0.5%) per annum.

        "Applicable Commitment Fee Percentage" means, as at any date of
determination, the rate per annum then applicable in the determination of the
amount payable under Section 2.14(C)(i) hereof determined in accordance with the
provisions of Section 2.14(D)(ii) hereof.

        "Applicable Eurodollar Margin" means, as at any date of determination,
the rate per annum then applicable to Eurodollar Rate Loans determined in
accordance with the provisions of Section 2.14(D)(ii) hereof.

        "Applicable Floating Rate Margins" means, as at any date of
determination, the rate per annum then applicable to Floating Rate Loans,
determined in accordance with the provisions of Section 2.14(D)(ii) hereof.

        "Applicable L/C Fee Percentage" means, as at any date of determination,
(x) with respect to Performance Letters of Credit, the rate per annum then
applicable to Performance

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Letters of Credit, and (y) with respect to Standby Letters of Credit, the rate
per annum then applicable to Standby Letters of Credit, in each case determined
in accordance with the provisions of Section 2.14(D)(ii).

        "Arranger" means Banc One Capital Markets, Inc., in its capacity as the
arranger for the loan transaction evidenced by this Agreement.

        "Asset Sale" means, with respect to any Person, the sale, lease,
conveyance, disposition or other transfer by such Person of any of its assets
(including by way of a sale-leaseback transaction, and including the sale or
other transfer of any of the Equity Interests of any Subsidiary of such Person,
but not the Equity Interests of such Person) to any Person other than the
Company or any of its wholly-owned Subsidiaries other than (i) the sale of
inventory in the ordinary course of business and (ii) the sale or other
disposition of any obsolete equipment disposed of in the ordinary course of
business.

        "Assignment Agreement" means an assignment and acceptance agreement
entered into in connection with an assignment pursuant to Section 14.3 hereof in
substantially the form of Exhibit D.

        "Assumption Letter" means a letter of a Subsidiary of the Company
addressed to the Lenders in substantially the form of Exhibit J hereto pursuant
to which such Subsidiary agrees to become a "Subsidiary Borrower" and agrees to
be bound by the terms and conditions hereof.

        "Authorized Officer" means the Managing Director of the Company, or such
other Person as authorized by the Managing Director, acting singly; provided,
that the Administrative Agent shall have received a manually signed certificate
of the Secretary of the Company as to the incumbency of, and bearing a manual
specimen signature of, such duly authorized Person.

        "Bank One" means Bank One, NA, having its principal office in Chicago,
Illinois, in its individual capacity, and its successors.

        "Benefit Plan" means a defined benefit plan as defined in Section 3(35)
of ERISA (other than a Multiemployer Plan or Foreign Pension Plan) in respect of
which the Company or any other member of the Controlled Group is, or within the
immediately preceding six (6) years was, an "employer" as defined in Section
3(5) of ERISA.

        "Borrower" means, as applicable, any of the Company and the Subsidiary
Borrowers, together with their permitted respective successors and assigns; and
"Borrowers" shall mean, collectively, the Company and the Subsidiary Borrowers.

        "Borrowing Date" means a date on which an Advance or Swing Line Loan is
made hereunder.

        "Borrowing/Election Notice" is defined in Section 2.7.

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        "Business Day" means (i) with respect to any borrowing, payment or rate
selection of Loans bearing interest at the Eurodollar Rate, a day (other than a
Saturday or Sunday) on which banks are open for business in Chicago, Illinois
and New York, New York and on which dealings in Dollars and the other Agreed
Currencies are carried on in the London interbank market (and, if the Letter of
Credit which is the subject of such issuance or payment is denominated in euro,
a day upon which such clearing system as is determined by the Administrative
Agent to be suitable for clearing or settlement of the euro is open for
business) and (ii) for all other purposes a day (other than a Saturday or
Sunday) on which banks are open for business in Chicago, Illinois and New York,
New York.

        "Capital Expenditures" means, for any period, without duplication, any
expenditures (whether paid in cash or accrued as liabilities and including
Capitalized Leases and purchase money indebtedness) for any purchase or other
acquisition of any asset which would be classified as a fixed or capital asset
on a consolidated balance sheet of the Company and its Subsidiaries prepared in
accordance with Agreement Accounting Principles excluding (i) expenditures of
insurance proceeds to rebuild or replace any asset after a casualty loss, (ii)
leasehold improvement expenditures for which the Company or a Subsidiary is
reimbursed promptly by the lessor and (iii) up to $6,000,000 of purchases of
equipment in the ordinary course of business to the extent the amount of such
purchases is not in excess of the proceeds of sales during the preceding 12
months of equipment no longer required in connection with existing or completed
projects.

        "Capital Stock" means (i) in the case of a corporation, corporate stock,
(ii) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (iii) in the case of a partnership, partnership interests
(whether general or limited) and (iv) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person.

        "Capitalized Lease" of a Person means any lease of property by such
Person as lessee which would be capitalized on a balance sheet of such Person
prepared in accordance with Agreement Accounting Principles.

        "Capitalized Lease Obligations" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be capitalized
on a balance sheet of such Person prepared in accordance with Agreement
Accounting Principles.

        "Cash Equivalents" means (i) marketable direct obligations issued or
unconditionally guaranteed by the United States government and backed by the
full faith and credit of the United States government; (ii) domestic and
Eurodollar certificates of deposit and time deposits, bankers' acceptances and
floating rate certificates of deposit issued by any commercial bank organized
under the laws of the United States, any state thereof, the District of
Columbia, any foreign bank, or its branches or agencies, the long-term
indebtedness of which institution at the time of acquisition is rated A- (or
better) by S&P or A3 (or better) by Moody's, and which certificates of deposit
and time deposits are fully protected against currency fluctuations for any such
deposits with a term of more than ninety (90) days; (iii) shares of money
market, mutual or similar funds having assets in excess of $100,000,000 and the

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investments of which are limited to (x) investment grade securities (i.e.,
securities rated at least Baa by Moody's or at least BBB by S&P) and (y)
commercial paper of United States and foreign banks and bank holding companies
and their subsidiaries and United States and foreign finance, commercial
industrial or utility companies which, at the time of acquisition, are rated A-1
(or better) by S&P or P-1 (or better) by Moody's (all such institutions being,
"Qualified Institutions"); and (iv) commercial paper of Qualified Institutions;
provided that the maturities of such Cash Equivalents shall not exceed three
hundred sixty-five (365) days from the date of acquisition thereof.

        "Change" is defined in Section 4.2.

        "Change of Control" means an event or series of events by which:

        (i)     other than pursuant to the H-B Acquisition and the PDM
       Acquisition, any "person" or "group" (within the meaning of Sections
       13(d) and 14(d)(2) of the Securities Exchange Act of 1934) becomes the
       "beneficial owner" (as defined in Rule 13d-3 under the Securities
       Exchange Act of 1934), directly or indirectly, of twenty percent (20%) or
       more of the voting power of the then outstanding Capital Stock of the
       Company entitled to vote generally in the election of the directors of
       the Company; or

        (ii)    the majority of the board of directors of the Company fails to
       consist of Continuing Directors;

        (iii)   except as expressly permitted under the terms of this Agreement,
       the Company or any Subsidiary Borrower consolidates with or merges into
       another Person or conveys, transfers or leases all or substantially all
       of its property to any Person, or any Person consolidates with or merges
       into the Company or any Subsidiary Borrower, in either event pursuant to
       a transaction in which the outstanding Capital Stock of the Company or
       such Subsidiary Borrower, as applicable, is reclassified or changed into
       or exchanged for cash, securities or other property; or

        (iv)    except as otherwise expressly permitted under the terms of this
       Agreement, the Company shall cease to own and control all of the
       economic and voting rights associated with all of the outstanding Capital
       Stock of each of the Subsidiary Guarantors or shall cease to have the
       power, directly or indirectly, to elect all of the members of the board
       of directors of each of the Subsidiary Guarantors.

        "Closing Date" means August 29, 2001, which date is the date the
Existing Credit Agreement became effective.

        "Code" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

        "Commission" means the Securities and Exchange Commission of the United
States of America and any Person succeeding to the functions thereof.

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        "Commitment" means, for each Lender, the obligation of such Lender to
make Revolving Loans and to purchase participations in Letters of Credit and to
participate in Swing Line Loans not exceeding the amount set forth on Exhibit A
to this Agreement opposite its name thereon under the heading "Commitment" or in
the Assignment Agreement by which it became a Lender, as such amount may be
modified from time to time pursuant to the terms of this Agreement or to give
effect to any applicable Assignment Agreement.

        "Company" means Chicago Bridge & Iron Company N.V., a corporation
organized under the laws of The Kingdom of the Netherlands.

        "Computation Date" is defined in Section 2.4(B).

        "Consolidated Net Worth" means, at a particular date, all amounts which
would be included under shareholders' or members' equity on the consolidated
balance sheet for the Company and its consolidated Subsidiaries plus any
preferred stock of the Company to the extent that it has not been redeemed for
indebtedness, as determined in accordance with Agreement Accounting Principles.

        "Contaminant" means any waste, pollutant, hazardous substance, toxic
substance, hazardous waste, special waste, petroleum or petroleum-derived
substance or waste, asbestos, polychlorinated biphenyls ("PCBs"), or any
constituent of any such substance or waste, and includes but is not limited to
these terms as defined in Environmental, Health or Safety Requirements of Law.

        "Contingent Obligation", as applied to any Person, means any Contractual
Obligation, contingent or otherwise, of that Person with respect to any
Indebtedness of another or other obligation or liability of another, including,
without limitation, any such Indebtedness, obligation or liability of another
directly or indirectly guaranteed, endorsed (otherwise than for collection or
deposit in the ordinary course of business), co-made or discounted or sold with
recourse by that Person, or in respect of which that Person is otherwise
directly or indirectly liable, including Contractual Obligations (contingent or
otherwise) arising through any agreement to purchase, repurchase, or otherwise
acquire such Indebtedness, obligation or liability or any security therefor, or
to provide funds for the payment or discharge thereof (whether in the form of
loans, advances, stock purchases, capital contributions or otherwise), or to
maintain solvency, assets, level of income, or other financial condition, or to
make payment other than for value received. The amount of any Contingent
Obligation shall be equal to the present value of the portion of the obligation
so guaranteed or otherwise supported, in the case of known recurring
obligations, and the maximum reasonably anticipated liability in respect of the
portion of the obligation so guaranteed or otherwise supported assuming such
Person is required to perform thereunder, in all other cases.

        "Continuing Director" means, with respect to any person as of any date
of determination, any member of the board of directors of such Person who (a)
was a member of such board of directors on the Closing Date, or (b) was
nominated for election or elected to such board of directors with the approval
of the required majority of the Continuing Directors who were members of such
board at the time of such nomination or election; provided that an individual
who is so elected or nominated in connection with a merger, consolidation,
acquisition

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                                        6

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or similar transaction shall not be a Continuing Director unless such individual
was a Continuing Director prior thereto.

        "Contractual Obligation", as applied to any Person, means any provision
of any equity or debt securities issued by that Person or any indenture,
mortgage, deed of trust, security agreement, pledge agreement, guaranty,
contract, undertaking, agreement or instrument, in any case in writing, to which
that Person is a party or by which it or any of its properties is bound, or to
which it or any of its properties is subject.

        "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

        "Controlled Group" means the group consisting of (i) any corporation
which is a member of the same controlled group of corporations (within the
meaning of Section 414(b) of the Code) as the Company; (ii) a partnership or
other trade or business (whether or not incorporated) which is under common
control (within the meaning of Section 414(c) of the Code) with the Company; and
(iii) a member of the same affiliated service group (within the meaning of
Section 414(m) of the Code) as the Company, any corporation described in clause
(i) above or any partnership or trade or business described in clause (ii)
above.

        "Country Risk Event" means:

        (i)     any law, action or failure to act by any Governmental Authority
       in the applicable Borrower's or Letter of Credit beneficiary's country
       which has the effect of:

                (a)     changing the Obligations as originally agreed,

                (b)     changing the ownership or control by the applicable
        Borrower or Letter of Credit beneficiary of its business, or

                (c)     preventing or restricting the conversion into or
        transfer of the applicable Agreed Currency;

        (ii)    force majeure; and

        (iii)   any similar event

which, in relation to (i), (ii) and (iii), directly or indirectly, prevents or
restricts the payment or transfer of any amounts owing under the Obligations in
the applicable Agreed Currency into an account designated by the Administrative
Agent or applicable Issuing Bank and freely available to the Administrative
Agent or such Issuing Bank.

        "Customary Permitted Liens" means:

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        (i)     Liens (other than Environmental Liens and Liens in favor of the
       IRS or the PBGC) with respect to the payment of taxes, assessments or
       governmental charges in all cases which are not yet due or (if
       foreclosure, distraint, sale or other similar proceedings shall not have
       been commenced or any such proceeding after being commenced is stayed)
       which are being contested in good faith by appropriate proceedings
       properly instituted and diligently conducted and with respect to which
       adequate reserves or other appropriate provisions are being maintained in
       accordance with Agreement Accounting Principles;

        (ii)    statutory Liens of landlords and Liens of suppliers, mechanics,
        carriers, materialmen, warehousemen, service providers or workmen and
       other similar Liens imposed by law created in the ordinary course of
       business for amounts not yet due or which are being contested in good
       faith by appropriate proceedings properly instituted and diligently
       conducted and with respect to which adequate reserves or other
       appropriate provisions are being maintained in accordance with Agreement
       Accounting Principles;

        (iii)   Liens (other than Environmental Liens and Liens in favor of the
       IRS or the PBGC) incurred or deposits made in the ordinary course of
       business in connection with workers' compensation, unemployment insurance
       or other types of social security benefits or to secure the performance
       of bids, tenders, sales, contracts (other than for the repayment of
       borrowed money), surety, appeal and performance bonds; provided that (A)
       all such Liens do not in the aggregate materially detract from the value
       of the Company's or its Subsidiary's assets or property taken as a whole
       or materially impair the use thereof in the operation of the businesses
       taken as a whole, and (B) all Liens securing bonds to stay judgments or
       in connection with appeals do not secure at any time an aggregate amount
       exceeding $5,000,000;

        (iv)    Liens arising with respect to zoning restrictions, easements,
       encroachments, licenses, reservations, covenants, rights-of-way, utility
       easements, building restrictions and other similar charges, restrictions
       or encumbrances on the use of real property which do not in any case
       materially detract from the value of the property subject thereto or
       interfere with the ordinary conduct of the business of the Company or any
       of its respective Subsidiaries;

        (v)     Liens of attachment or judgment with respect to judgments, writs
       or warrants of attachment, or similar process against the Company or any
       of its Subsidiaries which do not constitute a Default under Section
       8.1(H) hereof; and

        (vi)    any interest or title of the lessor in the property subject to
       any operating lease entered into by the Company or any of its
       Subsidiaries in the ordinary course of business.

        "Default" means an event described in Article VIII hereof.

        "Designated Lender" means, with respect to each Designating Lender, each
Eligible Designee designated by such Designating Lender pursuant to Section
14.3(D).

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        "Designating Lender" means, with respect to each Designated Lender, the
Lender that designated such Designated Lender pursuant to Section 14.3(D).

        "Designation Agreement" is defined in Section 14.3(D).

        "Disclosed Litigation" is defined in Section 6.7.

        "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder thereof, in whole or in part, on or prior to the date
that is ninety-one (91) days after the Termination Date.

        "DOL" means the United States Department of Labor and any Person
succeeding to the functions thereof.

        "Dollar" and "$" means dollars in the lawful currency of the United
States of America.

        "Dollar Amount" of any currency at any date shall mean (i) the amount of
such currency if such currency is Dollars or (ii) the equivalent in such
currency of such amount of Dollars if such currency is any currency other than
Dollars, calculated on the basis of the arithmetical mean of the buy and sell
spot rates of exchange of the Administrative Agent for such currency on the
London market at 11:00 a.m., London time, on or as of the most recent
Computation Date provided for in Section 2.4(B).

        "Domestic Subsidiary" means a Subsidiary of the Company organized under
the laws of a jurisdiction located in the United States of America and
substantially all of the operations of which are conducted within the United
States.

        "EBIT" means, for any period, on a consolidated basis for the Company
and its Subsidiaries, the sum of the amounts for such period, without
duplication, calculated in each case in accordance with Agreement Accounting
Principles, of (i) Net Income, plus (ii) Interest Expense to the extent deducted
in computing Net Income, plus (iii) charges against income for foreign, federal,
state and local taxes to the extent deducted in computing Net Income, plus (iv)
any other non-recurring non-cash charges to the extent deducted in computing Net
Income, minus (v) any non-recurring non-cash credits to the extent added in
computing Net Income, plus (vi) non-recurring after-tax losses (or minus
non-recurring after-tax gains); provided, that for any date of determination
from and after January 1, 2001, the aggregate adjustment pursuant to clauses
(iv) through (vi) of this definition shall not exceed $3,000,000 for the
four-quarter period ending on such date (exclusive of any such adjustments for
periods ending prior to January 1, 2001).

        "EBITDA" means, for any period, on a consolidated basis for the Company
and its Subsidiaries, the sum of the amounts for such period, without
duplication, calculated in each case in accordance with Agreement Accounting
Principles, of (i) EBIT plus (ii) depreciation expense to the extent deducted in
computing Net Income, plus (iii) amortization expense,

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                                        9

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including, without limitation, amortization of goodwill and other intangible
assets to the extent deducted in computing Net Income.

        "Effective Date" means August [ ], 2002.

        "Eligible Assignee" means a Person that is primarily engaged in the
business of commercial banking and that (A) is an affiliate of a Lender or (B)
shall have senior unsecured long-term debt ratings which are rated at least BBB
(or the equivalent) as publicly announced by S&P or Fitch Investors Services,
Inc. or Baa2 (or the equivalent) as publicly announced by Moody's, or shall
otherwise be reasonably acceptable to the Administrative Agent and the Issuing
Banks.

        "Eligible Cash Equivalents" means Cash Equivalents consisting of (i)
marketable direct obligations issued or unconditionally guaranteed by the United
States government and backed by the full faith and credit of the United States
government, (ii) domestic and Eurodollar certificates of deposit and time
deposits, bankers' acceptances and floating rate certificates of deposit issued
by any commercial bank organized under the laws of the United States, any state
thereof, the District of Columbia, any foreign bank, or its branches or
agencies, the long-term indebtedness of which institution at the time of
acquisition is rated A- (or better) by S&P or A3 (or better) by Moody's, and
which certificates of deposit and time deposits are fully protected against
currency fluctuations for any such deposits with a term of more than ninety (90)
days, (iii) commercial paper rated at least A-1 by Standard & Poor's Ratings
Services or P-1 by Moody's Investors Service, Inc. and maturing not more than
thirty (30) days from the date of issuance or (iv) debt securities other than
commercial paper, the issuer of which shall have a senior unsecured long-term
debt rating from Standard & Poor's Ratings Services of at least A and which debt
securities shall mature not more than thirty (30) days from the date of
issuance.

        "Eligible Designee" means a special purpose corporation, partnership,
limited partnership or limited liability company that is administered by a
Lender or an Affiliate of a Lender and (i) is organized under the laws of the
United States of America or any state thereof, (ii) is engaged primarily in
making, purchasing or otherwise investing in commercial loans in the ordinary
course of its business and (iii) issues (or the parent of which issues)
commercial paper rated at least A-1 or the equivalent thereof by S&P or the
equivalent thereof by Moody's.

        "EMU" means Economic and Monetary Union as contemplated in the Treaty on
European Union.

        "Environmental, Health or Safety Requirements of Law" means all
Requirements of Law derived from or relating to foreign, federal, state and
local laws or regulations relating to or addressing pollution or protection of
the environment, or protection of worker health or safety, including, but not
limited to, the Comprehensive Environmental Response, Compensation and Liability
Act, 42 U.S.C. ss. 9601 et seq., the Occupational Safety and Health Act of 1970,
29 U.S.C. ss. 651 et seq., and the Resource Conservation and Recovery Act of
1976, 42 U.S.C. ss. 6901 et seq., in each case including any amendments thereto,
any successor statutes, and any regulations or guidance promulgated thereunder,
and any state or local equivalent thereof.

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        "Environmental Lien" means a lien in favor of any Governmental Authority
for (a) any liability under Environmental, Health or Safety Requirements of Law,
or (b) damages arising from, or costs incurred by such Governmental Authority in
response to, a Release or threatened Release of a Contaminant into the
environment.

        "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock). Equity Interests will not
include any Incentive Arrangements or obligations or payments thereunder.

        "Equivalent Amount" of any currency with respect to any amount of
Dollars at any date shall mean the equivalent in such currency of such amount of
Dollars, calculated on the basis of the arithmetical mean of the buy and sell
spot rates of exchange of the Administrative Agent for such other currency at
11:00 a.m., London time, on the date on or as of which such amount is to be
determined.

        "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time including (unless the context otherwise requires) any
rules or regulations promulgated thereunder.

        "euro" and/or "EUR" means the euro referred to in Council Regulation
(EC) No. 1103/97 dated June 17, 1997 passed by the Council of the European
Union, or, if different, the then lawful currency of the member states of the
European Union that participate in the third stage of EMU.

        "Eurodollar Base Rate" means, with respect to a Eurodollar Rate Advance
for the relevant Interest Period, the applicable British Bankers' Association
Interest Settlement Rate for deposits in Dollars appearing on Reuters Screen
FRBD as of 11:00 a.m. (London time) two Business Days prior to the first day of
such Interest Period, and having a maturity equal to such Interest Period,
provided that, (i) if Reuters Screen FRBD is not available to the Administrative
Agent for any reason, the applicable Eurodollar Reference Rate for the relevant
Interest Period shall instead be the applicable British Bankers' Association
Interest Settlement Rate for deposits in Dollars as reported by any other
generally recognized financial information service as of 11:00 a.m. (London
time) two Business Days prior to the first day of such Interest Period, and
having a maturity equal to such Interest Period, and (ii) if no such British
Bankers' Association Interest Settlement Rate is available, the applicable
Eurodollar Reference Rate for the relevant Interest Period shall instead be the
rate determined by the Administrative Agent to be the rate at which Bank One
offers to place deposits in Dollars with first-class banks in the London
interbank market at approximately 11:00 a.m. (London time) two Business Days
prior to the first day of such Interest Period, in the approximate amount of
Bank One's relevant Eurodollar Loan and having a maturity equal to such Interest
Period.

        "Eurodollar Rate" means, with respect to a Eurodollar Rate Advance for
the relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar
Base Rate applicable to such Interest Period, divided by (b) one minus the
Reserve Requirement (expressed as a decimal) applicable to such Interest Period,
plus (ii) the then Applicable Eurodollar Margin, changing as and when the
Applicable Eurodollar Margin changes.

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        "Eurodollar Rate Advance" means an Advance which bears interest at a
Eurodollar Rate.

        "Eurodollar Rate Loan" means a Loan made on a fully syndicated basis
pursuant to Section 2.1, which bears interest at a Eurodollar Rate.

        "Excluded Foreign Subsidiary" means any Foreign Subsidiary other than
those listed as Foreign Subsidiaries on Schedule 1.1.5.

        "Extension Request" is defined in Section 2.22.

        "Facility Termination Date" shall mean the date on which all of the
Termination Conditions have been satisfied.

        "Federal Funds Effective Rate" means, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago
time) on such day on such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by the
Administrative Agent in its sole discretion.

        "Financial Officer" means any of the chief financial officer, principal
accounting officer, treasurer or controller of the Company, acting singly.

        "Financing" means, with respect to any Person, the issuance or sale by
such Person of any Disqualified Stock, Equity Interests of such Person or any
Indebtedness consisting of debt securities of such Person.

        "Fixed Charge Coverage Ratio" is defined in Section 7.4(B).

        "Floating Rate" means, for any day for any Loan, a rate per annum equal
to the Alternate Base Rate for such day, changing when and as the Alternate Base
Rate changes, plus the then Applicable Floating Rate Margin.

        "Floating Rate Advance" means an Advance which bears interest at the
Floating Rate.

        "Floating Rate Loan" means a Loan, or portion thereof, which bears
interest at the Floating Rate.

        "Foreign Employee Benefit Plan" means any employee benefit plan as
defined in Section 3(3) of ERISA which is maintained or contributed to for the
benefit of the employees of the Company, any of its respective Subsidiaries or
any members of its Controlled Group and is not covered by ERISA pursuant to
ERISA Section 4(b)(4).

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        "Foreign Pension Plan" means any employee benefit plan as described in
Section 3(3) of ERISA for which the Company or any member of its Controlled
Group is a sponsor or administrator and which (i) is maintained or contributed
to for the benefit of employees of the Company, any of its respective
Subsidiaries or any member of its Controlled Group, (ii) is not covered by ERISA
pursuant to Section 4(b)(4) of ERISA, and (iii) under applicable local law, is
required to be funded through a trust or other funding vehicle.

        "Foreign Subsidiary" means a Subsidiary of the Company which is not a
Domestic Subsidiary.

        "4-Year Credit Agreement" means that certain Second Amended and Restated
Credit Agreement dated as of the Effective Date among the Company, the
subsidiary borrowers from time to time parties thereto, the lenders from time to
time parties thereto, and Bank One, as the administrative agent thereunder, as
the same may be amended, restated, supplemented or otherwise modified and as in
effect from time to time.

        "Governmental Acts" is defined in Section 3.10(A).

        "Governmental Authority" means any nation or government, any federal,
state, local or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative authority or
functions of or pertaining to government, including any authority or other
quasi-governmental entity established to perform any of such functions.

        "Gross Negligence" means recklessness, or actions taken or omitted with
conscious indifference to or the complete disregard of consequences or rights of
others affected. Gross Negligence does not mean the absence of ordinary care or
diligence, or an inadvertent act or inadvertent failure to act. If the term
"gross negligence" is used with respect to the Administrative Agent or any
Lender or any indemnitee in any of the other Loan Documents, it shall have the
meaning set forth herein.

        "Guaranteed Obligations" is defined in Section 10.1.

        "Guarantor(s)" shall mean the Company and the Subsidiary Guarantors.

        "Guaranty" means each of (i) the guaranty by the Company and each
Subsidiary Borrower of all of the Obligations of Company and the Subsidiary
Borrowers pursuant to this Agreement and (ii) the Subsidiary Guaranty, in each
case, as amended, restated, supplemented or otherwise modified from time to
time.

        "H-B Acquisition" means the acquisition by the Company of all of the
issued and outstanding Capital Stock of Howe-Baker for consideration including
(i) a cash purchase price of up to $28,000,000, (ii) assumed indebtedness of up
to $5,700,000, (iii) the issuance of 8,100,000 shares of Capital Stock of the
Company, and otherwise on terms consistent in all material respects with the
terms disclosed to the Administrative Agent and set forth in the H-B Acquisition
Agreement.

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                                       13

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        "H-B Acquisition Agreement" means that certain Purchase Agreement, dated
as of July 30, 2000, by and between WEDGE Group Incorporated, a Delaware
corporation, and WGI Tyler, Inc. a Delaware corporation, collectively as the
seller, and the Company and CB&I Tyler Company, a Delaware corporation,
collectively as the buyer, as delivered to the Administrative Agent on November
16, 2000.

        "Hedging Arrangements" is defined in the definition of Hedging
Obligations below.

        "Hedging Obligations" of a Person means any and all obligations of such
Person, whether absolute or contingent and howsoever and whensoever created,
arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (i) any and all
agreements, devices or arrangements designed to protect at least one of the
parties thereto from the fluctuations of interest rates, commodity prices,
exchange rates or forward rates applicable to such party's assets, liabilities
or exchange transactions, including, but not limited to, dollar-denominated or
cross-currency interest rate exchange agreements, forward currency exchange
agreements, interest rate cap or collar protection agreements, forward rate
currency or interest rate options, puts and warrants or any similar derivative
transactions ("Hedging Arrangements"), and (ii) any and all cancellations, buy
backs, reversals, terminations or assignments of any of the foregoing.

        "Howe-Baker" means Howe-Baker International, Inc., a Delaware
corporation.

        "Incentive Arrangements" means any stock ownership, restricted stock,
stock option, stock appreciation rights, "phantom" stock plans, employment
agreements, non-competition agreements, subscription and stockholders agreements
and other incentive and bonus plans and similar arrangements made in connection
with the retention of executives, officers or employees of the Company and its
Subsidiaries.

        "Indebtedness" of a Person means, without duplication, such Person's (a)
obligations for borrowed money (including, without limitation, subordinated
indebtedness and all assumed indebtedness of the Company evidenced by the
$5,700,000 term indebtedness issued by Howe-Baker in favor of Air Liquide), (b)
obligations representing the deferred purchase price of property or services
(other than (i) accounts payable arising in the ordinary course of such Person's
business payable on terms customary in the trade, and (ii) earnouts or other
similar forms of contingent purchase prices), (c) obligations, whether or not
assumed, secured by Liens or payable out of the proceeds or production from
property or assets now or hereafter owned or acquired by such Person, (d)
obligations which are evidenced by notes, acceptances, other instruments,
standby letters of credit or standby letter of credit reimbursement
arrangements, (e) Capitalized Lease Obligations, (f) Contingent Obligations, (g)
obligations with respect to letters of credit, (h) Off-Balance Sheet Liabilities
and (j) Disqualified Stock.

        "Indebtedness for Borrowed Money" means, without duplication, the sum of
(x) Indebtedness of the Company and its Subsidiaries described in clauses (a) of
the definition of "Indebtedness", plus (y) standby letters of credit, and
reimbursement agreements in respect of standby letters of credit, issued for the
account of the Company or any of its Subsidiaries to

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                                       14

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support Indebtedness of any Person (other than the Company or any of its
Subsidiaries), plus (z) all Disqualified Stock.

        "Indemnified Matters" is defined in Section 11.7(B).

        "Indemnitees" is defined in Section 11.7(B).

        "Interest Expense" means, for any period, the total gross interest
expense of the Company and its consolidated Subsidiaries, whether paid or
accrued, including, without duplication, the interest component of Capitalized
Leases, commitment and letter of credit fees, the discount or implied interest
component of Off-Balance Sheet Liabilities, capitalized interest expense,
pay-in-kind interest expense, amortization of debt documents and net payments
(if any) pursuant to Hedging Arrangements relating to interest rate protection,
all as determined in conformity with Agreement Accounting Principles.

        "Interest Expense Coverage Ratio" is defined in Section 7.4(C).

        "Interest Period" means with respect to a Eurodollar Rate Loan, a period
of one (1), two (2), three (3) months or six (6) months, commencing on a
Business Day selected by the applicable Borrower on which a Eurodollar Rate
Advance is made to such Borrower pursuant to this Agreement. Such Interest
Period shall end on (but exclude) the day which corresponds numerically to such
date one, two, three or six months thereafter; provided, however, that if there
is no such numerically corresponding day in such next, second, third or sixth
succeeding month, such Interest Period shall end on the last Business Day of
such next, second, third or sixth succeeding month. If an Interest Period would
otherwise end on a day which is not a Business Day, such Interest Period shall
end on the next succeeding Business Day, provided, however, that if said next
succeeding Business Day falls in a new calendar month, such Interest Period
shall end on the immediately preceding Business Day.

        "Investment" means, with respect to any Person, (i) any purchase or
other acquisition by that Person of any Indebtedness, Equity Interests or other
securities, or of a beneficial interest in any Indebtedness, Equity Interests or
other securities, issued by any other Person, (ii) any purchase by that Person
of all or substantially all of the assets of a business (whether of a division,
branch, unit operation, or otherwise) conducted by another Person; (iii) any
loan, advance (other than deposits with financial institutions available for
withdrawal on demand, prepaid expenses, accounts receivable, advances to
employees and similar items made or incurred in the ordinary course of business)
or capital contribution by that Person to any other Person, including all
Indebtedness to such Person arising from a sale of property by such Person other
than in the ordinary course of its business; and (iv) any non-arms length
transaction by such Person with another Person or any other transfer of assets
by such Person in another Person, with the amount of such Investment being an
amount equal to the net benefit derived by such other Person resulting from any
such transactions.

        "IRS" means the Internal Revenue Service and any Person succeeding to
the functions thereof.

        "Issuing Banks" means Bank One or any of its Affiliates or any of the
other Lenders in its separate capacity as an issuer of Letters of Credit
pursuant to Section 3.1. The

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                                       15

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designation of any Lender as an Issuing Bank after the Closing Date shall be
subject to the prior written consent of the Administrative Agent.

        "L/C Documents" is defined in Section 3.4.

        "L/C Draft" means a draft drawn on an Issuing Bank pursuant to a Letter
of Credit.

        "L/C Interest" is defined in Section 3.6.

        "L/C Obligations" means, without duplication, an amount equal to the sum
of (i) the aggregate of the Dollar Amount then available for drawing under each
of the Letters of Credit, (ii) the Dollar Amount equal to the stated amount of
all outstanding L/C Drafts corresponding to the Letters of Credit, which L/C
Drafts have been accepted by the applicable Issuing Bank, (iii) the aggregate
outstanding Dollar Amount of all Reimbursement Obligations at such time and (iv)
the aggregate Dollar Amount equal to the stated amount of all Letters of Credit
requested by the Borrowers but not yet issued (unless the request for an
unissued Letter of Credit has been denied).

        "Lenders" means the lending institutions listed on the signature pages
of this Agreement and their respective successors and assigns.

        "Lending Installation" means, with respect to a Lender or the
Administrative Agent, any office, branch, subsidiary or affiliate of such Lender
or the Administrative Agent listed on the signature pages of this Agreement for
such Lender, or on the administrative information sheets provided to the
Administrative Agent in connection herewith or otherwise selected by such Lender
or the Administrative Agent pursuant to Section 2.16.

        "Letter of Credit" means the performance letters of credit and standby
letters of credit to be (a) issued by the Issuing Banks pursuant to Section 3.1
hereof or (b) deemed issued by the Issuing Banks pursuant to Section 3.2 hereof.

        "Leverage Ratio" is defined in Section 7.4(A).

        "Lien" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or security agreement or preferential arrangement of any kind or nature
whatsoever (including, without limitation, the interest of a vendor or lessor
under any conditional sale, Capitalized Lease or other title retention
agreement).

        "Loan Account" is defined in Section 2.12(A).

        "Loan Documents" means this Agreement, each Assumption Letter executed
hereunder, the Subsidiary Guaranty and all other documents, instruments, notes
and agreements executed in connection therewith or contemplated thereby, as the
same may be amended, restated or otherwise modified and in effect from time to
time.

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                                       16

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        "Loan Parties" means, at any time, the Company, each Subsidiary Borrower
that is a party hereto as of such time and each of the Guarantors.

        "Loan(s)" means, with respect to a Lender, such Lender's portion of any
Advance made pursuant to Section 2.1 hereof, and in the case of the Swing Line
Bank, any Swing Line Loan made pursuant to Section 2.2 hereof, and collectively
all Revolving Loans and Swing Line Loans, whether made or continued as or
converted to Floating Rate Loans or Eurodollar Rate Loans.

        "Margin Stock" shall have the meaning ascribed to such term in
Regulation U.

        "Market Disruption" is defined in Section 2.11.

        "Material Adverse Effect" means a material adverse effect upon (a) the
business, condition (financial or otherwise), operations, performance,
properties, results of operations or prospects of the Company, any other
Borrower, or the Company and its Subsidiaries, taken as a whole, (b) the
collective ability of the Company or any of its Subsidiaries to perform their
respective obligations under the Loan Documents, or (c) the ability of the
Lenders or the Administrative Agent to enforce the Obligations.

        "Material Subsidiary" means, without duplication, (a) each Borrowing
Subsidiary and (b) any Subsidiary that directly or indirectly owns or Controls
any Borrowing Subsidiary or other Material Subsidiary and (c) any other
Subsidiary (i) the consolidated net revenues of which for the most recent fiscal
year of the Company for which audited financial statements have been delivered
pursuant to Section 7.01(A)(ii) were greater than three percent 3% of the
Company's consolidated net revenues for such fiscal year or (ii) the
consolidated tangible assets of which as of the end of such fiscal year were
greater than three percent 3% of the Company's consolidated tangible assets as
of such date; provided that, if at any time the aggregate amount of the
consolidated net revenues or consolidated tangible assets of all Subsidiaries
that are not Material Subsidiaries exceeds ten percent 10% of the Company's
consolidated net revenues for any such fiscal year or ten percent 10% of the
Company's consolidated tangible assets as of the end of any such fiscal year,
the Company (or, in the event the Company has failed to do so within 10 days,
the Administrative Agent) shall designate sufficient Subsidiaries as "Material
Subsidiaries" to eliminate such excess, and such designated Subsidiaries shall
for all purposes of this Agreement constitute Material Subsidiaries. For
purposes of making the determinations required by this definition, revenues and
assets of Foreign Subsidiaries shall be converted into Dollars at the rates used
in preparing the consolidated balance sheet of the Company included in the
applicable financial statements. The Material Subsidiaries on the Effective Date
are identified in Schedule 1.1.5 hereto.

        "Material Indebtedness" is defined in Section 8.1(E).

        "Moody's" means Moody's Investors Service, Inc.

        "Multiemployer Plan" means a "Multiemployer Plan" as defined in Section
4001(a)(3) of ERISA which is, or within the immediately preceding six (6) years
was, contributed to by either the Company or any member of the Controlled Group.

                                                      Sidley Austin Brown & Wood

                                       17

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        "National Currency Unit" means the unit of currency (other than a euro
unit) of each member state of the European Union that participates in the third
stage of EMU.

        "Net Cash Proceeds" means, with respect to any Asset Sale, Sale and
Leaseback Transaction or Financing by any Person, (a) cash or Cash Equivalents
(freely convertible into Dollars) received by such Person or any Subsidiary of
such Person from such Asset Sale or Sale and Leaseback Transaction (including
cash received as consideration for the assumption or incurrence of liabilities
incurred in connection with or in anticipation of such Asset Sale or Sale and
Leaseback Transaction) or Financing, after (i) provision for all income or other
taxes measured by or resulting from such Asset Sale, Sale and Leaseback
Transaction or Financing, (ii) payment of all brokerage commissions and other
fees and expenses and commissions related to such Asset Sale, Sale and Leaseback
Transaction or Financing, and (iii) all amounts used to repay Indebtedness (and
any premium or penalty thereon) secured by a Lien on any asset disposed of in
such Asset Sale or Sale and Leaseback Transaction or which is or may be required
(by the express terms of the instrument governing such Indebtedness or by
applicable law) to be repaid in connection with such Asset Sale or Sale and
Leaseback Transaction (including payments made to obtain or avoid the need for
the consent of any holder of such Indebtedness); and (b) cash or Cash
Equivalents payments in respect of any other consideration received by such
Person or any Subsidiary of such Person from such Asset Sale, Sale and Leaseback
Transaction or Financing upon receipt of such cash payments by such Person or
such Subsidiary.

        "Net Income" means, for any period, the net earnings (or loss) after
taxes of the Company and its Subsidiaries on a consolidated basis for such
period taken as a single accounting period determined in conformity with
Agreement Accounting Principles.

        "New Money Credit Event" means, with respect to any Issuing Bank, any
increase (directly or indirectly) in such Issuing Bank's exposure (whether by
way of additional credit or banking facilities or otherwise, including as part
of a restructuring) to the applicable Borrower, any Governmental Authority in
such Borrower's or any applicable Letter of Credit beneficiary's country
occurring by reason of (i) any law, action or requirement of any Governmental
Authority in such Borrower's or such Letter of Credit beneficiary's country, or
(ii) any request in respect of external indebtedness of borrowers in such
Borrowers or such Letter of Credit beneficiary's country applicable to banks
generally which conduct business with such borrowers, or (iii) any agreement in
relation to clause (i) or (ii), in each case to the extent calculated by
reference to the Obligations outstanding prior to such increase.

        "Notice of Assignment" is defined in Section 14.3(B).

        "Obligations" means all Loans, L/C Obligations, advances, debts,
liabilities, obligations, covenants and duties owing, the Borrowers or any of
their Subsidiaries to the Administrative Agent, any Lender, the Swing Line Bank,
the Arranger, any Affiliate of the Administrative Agent or any Lender, any
Issuing Bank, any Indemnitee, of any kind or nature, present or future, arising
under this Agreement, the L/C Documents or any other Loan Document, whether or
not evidenced by any note, guaranty or other instrument, whether or not for the
payment of money, whether arising by reason of an extension of credit, loan,
foreign exchange risk, guaranty, indemnification, or in any other manner,
whether direct or indirect (including those acquired by assignment), absolute or
contingent, due or to become due, now

                                                      Sidley Austin Brown & Wood

                                       18

<PAGE>

existing or hereafter arising and however acquired. The term includes, without
limitation, all interest, charges, expenses, fees, attorneys' fees and
disbursements, paralegals' fees (in each case whether or not allowed), and any
other sum chargeable to the Company or any of its Subsidiaries under this
Agreement or any other Loan Document.

        "Off-Balance Sheet Liabilities" of a Person means (a) any repurchase
obligation or liability of such Person or any of its Subsidiaries with respect
to Receivables sold by such Person or any of its Subsidiaries, (b) any liability
of such Person or any of its Subsidiaries under any sale and leaseback
transactions which do not create a liability on the consolidated balance sheet
of such Person, (c) any liability of such Person or any of its Subsidiaries
under any financing lease or so-called "synthetic lease" or "tax ownership
operating lease" transaction, or (d) any obligations of such Person or any of
its Subsidiaries arising with respect to any other transaction which is the
functional equivalent of or takes the place of borrowing but which does not
constitute a liability on the consolidated balance sheets of such Person and its
Subsidiaries.

        "Other Taxes" is defined in Section 2.14(E)(ii).

        "Participants" is defined in Section 14.2(A).

        "Payment Date" means the last Business Day of each quarter, the
Termination Date and the Facility Termination Date.

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

        "Performance Letter of Credit" means a Letter of Credit issued to secure
ordinary course performance obligations of the Company or a Subsidiary in
connection with active construction projects (including projects about to be
commenced) or bids for prospective construction projects.

        "Permitted Acquisition" is defined in Section 7.3(F).

        "Permitted Existing Contingent Obligations" means the Contingent
Obligations of the Company and its Subsidiaries identified as such on Schedule
1.1.4 to this Agreement.

        "Permitted Existing Indebtedness" means the Indebtedness of the Company
and its Subsidiaries identified as such on Schedule 1.1.1 to this Agreement.

        "Permitted Existing Investments" means the Investments of the Company
and its Subsidiaries identified as such on Schedule 1.1.2 to this Agreement.

        "Permitted Existing Liens" means the Liens on assets of the Company and
its Subsidiaries identified as such on Schedule 1.1.3 to this Agreement.

        "Permitted Sale and Leaseback Transactions" means (i) any Sale and
Leaseback Transaction of the Company's Plainfield, Illinois headquarters
facility, and (ii) any Sale and Leaseback Transaction of all or any portion of
the Company's equipment fleet, in each case on terms acceptable to the
Administrative Agent and only to the extent that the aggregate amount of

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                                       19

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Net Cash Proceeds from all such Permitted Sale and Leaseback Transactions is
less than or equal to $35,000,000.

        "Person" means any individual, corporation, firm, enterprise,
partnership, trust, incorporated or unincorporated association, joint venture,
joint stock company, limited liability company or other entity of any kind, or
any government or political subdivision or any agency, department or
instrumentality thereof.

        "PDM Acquisition" means the acquisition by the Company of substantially
all of the assets comprising the water and engineered construction divisions of
Pitt-Des Moines, Inc. for consideration including (i) a cash purchase price of
up to $40,000,000 and (ii) the issuance of 2,848,172 shares of Capital Stock of
the Company, and otherwise on terms consistent in all material respects with the
terms disclosed to the Administrative Agent and set forth in the PDM Acquisition
Agreement.

        "PDM Acquisition Agreement" means that certain Asset Purchase Agreement,
dated as of February 7, 2001, by and between Pitt-Des Moines, Inc., a
Pennsylvania corporation, as the seller, and the Company and CB&I Constructors,
Inc., as the buyers, as delivered to the Administrative Agent on February 5,
2001.

        "Plan" means an employee benefit plan defined in Section 3(3) of ERISA,
other than a Multiemployer Plan, in respect of which the Company or any member
of the Controlled Group is, or within the immediately preceding six (6) years
was, an "employer" as defined in Section 3(5) of ERISA.

        "Prime Rate" means the prime rate of interest announced by Bank One, NA
or its parent from time to time (which is not necessarily the lowest rate
charged to any customer), changing when and as said prime rate changes.

        "Pro Rata Share" means, with respect to any Lender, the percentage
obtained by dividing (A) the Lender's Commitment at such time (in each case, as
adjusted from time to time in accordance with the provisions of this Agreement)
by (B) the Aggregate Commitment at such time; provided, however, if the
Commitments are terminated pursuant to the terms of this Agreement, then "Pro
Rata Share" means the percentage obtained by dividing (x) the sum of (A) such
Lender's Revolving Loans, plus (B) such Lender's share of the obligations to
purchase participations in Swing Line Loans and Letters of Credit, by (y) the
sum of (A) the aggregate outstanding amount of Revolving Loans, plus (B) the
aggregate outstanding amount of all Swing Line Loans and the Dollar Amount of
all Letters of Credit.

        "Purchasers" is defined in Section 14.3(A)(i).

        "Rate Option" means the Eurodollar Rate or the Floating Rate, as
applicable.

        "Receivable(s)" means and includes all of the Company's and its
consolidated Subsidiaries' presently existing and hereafter arising or acquired
accounts, accounts receivable, and all present and future rights of the Company
or its Subsidiaries, as applicable, to payment for goods sold or leased or for
services rendered (except those evidenced by instruments or chattel paper),
whether or not they have been earned by performance, and all rights in any
merchandise

                                                      Sidley Austin Brown & Wood

                                       20

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or goods which any of the same may represent, and all rights, title, security
and guaranties with respect to each of the foregoing, including, without
limitation, any right of stoppage in transit.

        "Register" is defined in Section 14.3(C).

        "Regulation T" means Regulation T of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by and to brokers and dealers of securities for the purpose
of purchasing or carrying margin stock (as defined therein).

        "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks, non-banks and non-broker lenders for the purpose
of purchasing or carrying Margin Stock applicable to member banks of the Federal
Reserve System.

        "Regulation X" means Regulation X of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by foreign lenders for the purpose of purchasing or carrying
margin stock (as defined therein).

        "Reimbursement Obligation" is defined in Section 3.7.

        "Release" means any release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal, leaching or migration into
the indoor or outdoor environment, including the movement of Contaminants
through or in the air, soil, surface water or groundwater.

        "Rentals" means the aggregate fixed amounts payable by the Company and
its Subsidiaries on a consolidated basis under any lease of real or personal
property having an original term (including any required renewals or any
renewals at the option of the lessor or lessee) of one year or more, but does
not include any amounts payable under Capitalized Leases.

        "Replacement Lender" is defined in Section 2.19.

        "Reportable Event" means a reportable event as defined in Section 4043
of ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC by regulation or otherwise
waived the requirement of Section 4043(a) of ERISA that it be notified within
thirty (30) days after such event occurs, provided, however, that a failure to
meet the minimum funding standards of Section 412 of the Code and of Section 302
of ERISA shall be a Reportable Event regardless of the issuance of any such
waiver of the notice requirement in accordance with either Section 4043(a) of
ERISA or Section 412(d) of the Code.

        "Required Lenders" means Lenders whose Pro Rata Shares, in the
aggregate, are greater than fifty percent (50%); provided, however, that, if any
of the Lenders shall have failed to fund its Pro Rata Share of (i) any Revolving
Loan requested by the applicable Borrower, (ii) any Revolving Loan required to
be made in connection with reimbursement for any L/C

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                                       21

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Obligations, (iii) any participation in any Swing Line Loan as requested by the
Administrative Agent, which such Lenders are obligated to fund under the terms
of this Agreement and any such failure has not been cured, then for so long as
such failure continues, "Required Lenders" means Lenders (excluding all Lenders
whose failure to fund their respective Pro Rata Shares of such Revolving Loans
or any participation in Swing Line Loans has not been so cured) whose Pro Rata
Shares represent greater than fifty percent (50%) of the aggregate Pro Rata
Shares of such Lenders; provided further, however, that, if the Commitments have
been terminated pursuant to the terms of this Agreement, "Required Lenders"
means Lenders (without regard to such Lenders' performance of their respective
obligations hereunder) whose aggregate ratable shares (stated as a percentage)
of the aggregate outstanding principal balance of all Loans and L/C Obligations
are greater than fifty percent (50%).

        "Requirements of Law" means, as to any Person, the charter and by-laws
or other organizational or governing documents of such Person, and any law, rule
or regulation, or determination of an arbitrator or a court or other
Governmental Authority, in each case applicable to or binding upon such Person
or any of its property or to which such Person or any of its property is subject
including, without limitation, the Securities Act of 1933, the Securities
Exchange Act of 1934, Regulations T, U and X, ERISA, the Fair Labor Standards
Act, the Worker Adjustment and Retraining Notification Act, Americans with
Disabilities Act of 1990, and any certificate of occupancy, zoning ordinance,
building, environmental or land use requirement or permit or environmental,
labor, employment, occupational safety or health law, rule or regulation,
including Environmental, Health or Safety Requirements of Law.

        "Reserve Requirement" means, with respect to an Interest Period, the
maximum aggregate reserve requirement (including all basic, supplemental,
marginal and other reserves) which is imposed under Regulation D on Eurodollar
liabilities.

        "Response Date" is defined in Section 2.22.

        "Restricted Payment" means (i) any dividend or other distribution,
direct or indirect, on account of any Equity Interests of the Company or any of
its Subsidiaries now or hereafter outstanding, except a dividend payable solely
in such Person's Capital Stock (other than Disqualified Stock) or in options,
warrants or other rights to purchase such Capital Stock, (ii) any redemption,
retirement, purchase or other acquisition for value, direct or indirect, of any
Equity Interests of the Company or any of its Subsidiaries now or hereafter
outstanding, other than in exchange for, or out of the proceeds of, the
substantially concurrent sale (other than to a Subsidiary of the Company) of
other Equity Interests of the Company or any of its Subsidiaries (other than
Disqualified Stock), (iii) any payment or prepayment of principal of, or
interest (whether in cash or as payment-in-kind), premium, if any, fees or other
charges with respect to, any Indebtedness subordinated to the Obligations, or
any redemption, purchase, retirement, defeasance, prepayment or other
acquisition for value, direct or indirect, of any Indebtedness other than (a)
the Obligations and (b) any scheduled payments of principal of or interest with
respect to Company's Indebtedness issued pursuant to that certain Note Purchase
Agreement, dated as of July 1, 2001 among the Company and the purchasers parties
thereto, and (iv) any payment of a claim for the rescission of the purchase or
sale of, or for material damages arising from the purchase or sale of, any
Indebtedness (other than the Obligations) or any Equity Interests of the Company
or any of its Subsidiaries, or of a claim for reimbursement,

                                                      Sidley Austin Brown & Wood

                                       22

<PAGE>

indemnification or contribution arising out of or related to any such claim for
damages or rescission, (v) any payment of management, consulting or investment
banking fees (or other fees of a similar nature) and (vi) any payment in respect
of a purchase price adjustment, earn-out or other similar form of contingent
purchase price.

        "Revolving Credit Availability" means, at any particular time, the
amount by which the Aggregate Commitment at such time exceeds the Revolving
Credit Obligations outstanding at such time.

        "Revolving Credit Obligations" means, at any particular time, the sum of
(i) the outstanding principal amount of the Revolving Loans at such time, plus
(ii) the outstanding principal amount of the Swing Line Loans at such time, plus
(iii) the outstanding L/C Obligations at such time.

        "Revolving Loan" is defined in Section 2.1.

        "Risk-Based Capital Guidelines" is defined in Section 4.2.

        "S&P" means Standard & Poor's Ratings Group, a division of McGraw-Hill,
Inc.

        "Sale and Leaseback Transaction" means any lease, whether an operating
lease or a Capitalized Lease, of any property (whether real or personal or
mixed), (i) which the Company or one of its Subsidiaries sold or transferred or
is to sell or transfer to any other Person, or (ii) which the Company or one of
its Subsidiaries intends to use for substantially the same purposes as any other
property which has been or is to be sold or transferred by the Company or one of
its Subsidiaries to any other Person in connection with such lease.

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

        "Single Employer Plan" means a Plan maintained by the Company or any
member of the Controlled Group for employees of the Company or any member of the
Controlled Group.

        "Solvent" means, when used with respect to any Person, that at the time
of determination:

        (i)     the fair value of its assets (both at fair valuation and at
       present fair saleable value) is equal to or in excess of the total
       amount of its liabilities, including, without limitation, contingent
       liabilities; and

        (ii)    it is then able and expects to be able to pay its debts as they
       mature; and

        (iii)   it has capital sufficient to carry on its business as conducted
       and as proposed to be conducted.

With respect to contingent liabilities (such as litigation, guarantees and
pension plan liabilities), such liabilities shall be computed at the amount
which, in light of all the facts and circumstances existing at the time,
represent the amount which can be reasonably be expected to become an

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actual or matured liability.

        "Standby Letter of Credit" means any Letter of Credit other than a
Performance Letter of Credit.

        "Subsidiary" of a Person means (i) any corporation more than fifty
percent (50%) of the outstanding securities having ordinary voting power of
which shall at the time be owned or controlled, directly or indirectly, by such
Person or by one or more of its Subsidiaries or by such Person and one or more
of its Subsidiaries, or (ii) any partnership, limited liability company,
association, joint venture or similar business organization more than fifty
percent (50%) of the ownership interests having ordinary voting power of which
shall at the time be so owned or controlled. Unless otherwise expressly
provided, all references herein to a "Subsidiary" means a Subsidiary of the
Company.

        "Subsidiary Borrower" means any Subsidiaries of the Company duly
designated by the Company pursuant to Section 2.20 to request Advances
hereunder, which Subsidiary shall have delivered to the Administrative Agent an
Assumption Letter in accordance with Section 2.20 and such other documents as
may be required pursuant to this Agreement, in each case together with its
respective successors and assigns, including a debtor-in-possession on behalf of
such Subsidiary Borrower.

        "Subsidiary Guarantor(s)" means (a) each Subsidiary Borrower, (b) all of
the Company's Material Subsidiaries (other than any Excluded Foreign
Subsidiary); (c) all New Subsidiaries which are Material Subsidiaries and which
have or are required to have satisfied the provisions of Section 7.2(K)(i); (d)
all of the Company's Subsidiaries which become Material Subsidiaries and which
have satisfied or are required to have satisfied the provisions of Section
7.2(K)(ii); and (e) all other Subsidiaries which become Subsidiary Guarantors in
satisfaction of the provisions of Section 7.2(K)(iii) or Section 7.3(Q), in each
case with respect to clauses (a) through (e) above, and together with their
respective successors and assigns.

        "Subsidiary Guaranty" means that certain Amended and Restated Subsidiary
Guaranty, dated as of August 29, 2001 executed by each of Subsidiary Guarantors
as of such date (and any and all supplements thereto executed from time to time
by each additional Subsidiary Guarantor) in favor of the Administrative Agent in
substantially the form of Exhibit H attached hereto, as the same may be amended,
restated, supplemented or otherwise modified from time to time.

        "Substantial Portion" means, with respect to the assets of the Company
and its Subsidiaries, assets which (i) represent more than 10% of the
consolidated assets of the Company and its Subsidiaries as would be shown in the
consolidated financial statements of the Company and its Subsidiaries as at the
beginning of the twelve-month period ending with the month in which such
determination is made, or (ii) is responsible for more than 10% of the
consolidated net sales or of the consolidated net income of the Company and its
Subsidiaries as reflected in the financial statements referred to in clause (i)
above.

        "Swing Line Bank" means Bank One or any other Lender as a successor
Swing Line Bank pursuant to the terms hereof.

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        "Swing Line Commitment" means the commitment of the Swing Line Bank to
make Swing Line Loans hereunder. For purposes of this Agreement, the Swing Line
Commitment shall be equal to zero.

        "Swing Line Loan" means a Loan made available to the applicable Borrower
by the Swing Line Bank pursuant to Section 2.2 hereof.

        "Taxes" is defined in Section 2.14(E)(i).

        "Termination Conditions" is defined in Section 2.18.

        "Termination Date" means the earlier of (a) August 25, 2003, or any
later date as may be specified as the Termination Date in accordance with
Section 2.22, and (b) the date of termination in whole of the Aggregate
Commitment pursuant to Section 2.5 hereof or the Commitments pursuant to Section
9.1 hereof.

        "Termination Event" means (i) a Reportable Event with respect to any
Benefit Plan; (ii) the withdrawal of the Company or any member of the Controlled
Group from a Benefit Plan during a plan year in which the Company or such
Controlled Group member was a "substantial employer" as defined in Section
4001(a)(2) of ERISA or the cessation of operations which results in the
termination of employment of twenty percent (20%) of Benefit Plan participants
who are employees of the Company or any member of the Controlled Group; (iii)
the imposition of an obligation on the Company or any member of the Controlled
Group under Section 4041 of ERISA to provide affected parties written notice of
intent to terminate a Benefit Plan in a distress termination described in
Section 4041(c) of ERISA; (iv) the institution by the PBGC or any similar
foreign governmental authority of proceedings to terminate a Benefit Plan or
Foreign Pension Plan; (v) any event or condition which constitutes grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Benefit Plan; (vi) that a foreign governmental authority shall
appoint or institute proceedings to appoint a trustee to administer any Foreign
Pension Plan in place of the existing administrator, or (vii) the partial or
complete withdrawal of the Company or any member of the Controlled Group from a
Multiemployer Plan or Foreign Pension Plan.

        "Transaction Documents" means the Loan Documents and, from and after the
consummation of the H-B Acquisition, the documents executed and delivered by the
Company or any of its Subsidiaries in connection with the H-B Acquisition,
including, without limitation, the H-B Acquisition Agreement, and, from and
after the consummation of the PDM Acquisition, the documents executed and
delivered by the Company or any of its Subsidiaries in connection with the PDM
Acquisition, including, without limitation, the PDM Acquisition Agreement.

        "Transferee" is defined in Section 14.5.

        "Treaty on European Union" means the Treaty of Rome of March 25, 1957,
as amended by the Single European Act 1986 and the Maastricht Treaty (which was
signed at Maastricht on February 7, 1992 and came into force on November 1,
1993), as amended from time to time.

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                                       25

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        "Type" means, with respect to any Loan, its nature as a Floating Rate
Loan or a Eurodollar Rate Loan.

        "Unfunded Liabilities" means (i) in the case of Single Employer Plans,
the amount (if any) by which the aggregate accumulated benefit obligations
exceeds the aggregate fair market value of assets of present value of all vested
nonforfeitable benefits under all Single Employer Plans as of the most recent
measurement date, all as determined under FAS 87 using the methods and
assumptions used by the Company for financial accounting purposes, and (ii) in
the case of Multiemployer Plans, the withdrawal liability that would be incurred
by the Controlled Group if all members of the Controlled Group completely
withdrew from all Multiemployer Plans.

        "Unmatured Default" means an event which, but for the lapse of time or
the giving of notice, or both, would constitute a Default.

        1.2.    Singular/Plural References; Accounting Terms. The foregoing
definitions shall be equally applicable to both the singular and plural forms of
the defined terms. Any accounting terms used in this Agreement which are not
specifically defined herein shall have the meanings customarily given them in
accordance with Agreement Accounting Principles.

        1.3.    References. Any references to the Company's Subsidiaries shall
not in any way be construed as consent by the Administrative Agent or any Lender
to the establishment, maintenance or acquisition of any Subsidiary, except as
may otherwise be permitted hereunder.

        1.4.    Supplemental Disclosure. At any time at the request of the
Administrative Agent and at such additional times as the Company determines, the
Company shall supplement each schedule or representation herein or in the other
Loan Documents with respect to any matter hereafter arising which, if existing
or occurring at the date of this Agreement, would have been required to be set
forth or described in such schedule or as an exception to such representation or
which is necessary to correct any information in such schedule or representation
which has been rendered inaccurate thereby. Notwithstanding that any such
supplement to such schedule or representation may disclose the existence or
occurrence of events, facts or circumstances which are either prohibited by the
terms of this Agreement or any other Loan Documents or which result in the
breach of any representation or warranty, such supplement to such schedule or
representation shall not be deemed either an amendment thereof or a waiver of
such breach unless expressly consented to in writing by Administrative Agent and
the Required Lenders, and no such amendments, except as the same may be
consented to in a writing which expressly includes a waiver, shall be or be
deemed a waiver by the Administrative Agent or any Lender of any Default
disclosed therein. Any items disclosed in any such supplemental disclosures
shall be included in the calculation of any limits, baskets or similar
restrictions contained in this Agreement or any of the other Loan Documents.

                       ARTICLE II: REVOLVING LOAN FACILITY

        2.1.    Revolving Loans.

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        (A)     Amount of Revolving Loans. Upon the satisfaction of the
     conditions precedent set forth in Sections 5.1, 5.2, 5.3 and 5.4, as
     applicable, from and including the Closing Date and prior to the
     Termination Date, each Lender severally and not jointly agrees, on the
     terms and conditions set forth in this Agreement, to make revolving loans
     to the Borrowers from time to time, in Dollars, in an amount not to exceed
     such Lender's Pro Rata Share of Revolving Credit Availability at such time
     (each individually, a "Revolving Loan" and, collectively, the "Revolving
     Loans"); provided however, at no time shall the amount of the Revolving
     Credit Obligations exceed the Aggregate Commitment. Subject to the terms of
     this Agreement, the Borrowers may borrow, repay and reborrow Revolving
     Loans at any time prior to the Termination Date. The Revolving Loans made
     on the Closing Date or on or before the third (3rd) Business Day thereafter
     shall initially be Floating Rate Loans and thereafter may be continued as
     Floating Rate Loans or converted into Eurodollar Rate Loans in the manner
     provided in Section 2.9 and subject to the other conditions and limitations
     therein set forth and set forth in this Article II and set forth in the
     definition of Interest Period. Revolving Loans made after the third (3rd)
     Business Day after the Closing Date shall be, at the option of the
     applicable Borrower, either Floating Rate Loans or Eurodollar Rate Loans
     selected in accordance with Section 2.9. On the Termination Date, each of
     the Borrowers shall repay in full the outstanding principal balance of the
     Revolving Loans made to it. Each Advance under this Section 2.1 shall
     consist of Revolving Loans made by each Lender ratably in proportion to
     such Lender's respective Pro Rata Share.

        (B)     Borrowing/Election Notice. The applicable Borrower shall deliver
     to the Administrative Agent a Borrowing/Election Notice, signed by it, in
     accordance with the terms of Section 2.7.

        (C)     Making of Revolving Loans. Promptly after receipt of the
     Borrowing/Election Notice under Section 2.7 in respect of Revolving Loans,
     the Administrative Agent shall notify each Lender by telecopy, or other
     similar form of transmission, of the requested Revolving Loan. Each Lender
     shall make available its Revolving Loan in accordance with the terms of
     Section 2.6. The Administrative Agent will promptly make the funds so
     received from the Lenders available to the applicable Borrower at the
     Administrative Agent's office in Chicago, Illinois on the applicable
     Borrowing Date and shall disburse such proceeds in accordance with the
     applicable Borrower's disbursement instructions set forth in such
     Borrowing/Election Notice. The failure of any Lender to deposit the amount
     described above with the Administrative Agent on the applicable Borrowing
     Date shall not relieve any other Lender of its obligations hereunder to
     make its Revolving Loan on such Borrowing Date.

        2.2.    Swing Line Loans.

        (A)     Amount of Swing Line Loans. On the terms and conditions set
     forth in this Agreement and upon the satisfaction of the conditions
     precedent set forth in Section 5.1, 5.2, 5.3 and 5.4, as applicable, from
     and including the Closing Date and prior to the Termination Date, the Swing
     Line Bank agrees to make swing line loans to the Borrowers from time to
     time, in Dollars, in an amount not to exceed the Swing Line Commitment
     (each, individually, a "Swing Line Loan" and collectively, the "Swing Line

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                                       27

<PAGE>

     Loans"); provided, however, at no time shall the amount of the Revolving
     Credit Obligations exceed the Aggregate Commitment; and provided, further,
     that at no time shall the sum of (a) the Swing Line Bank's Pro Rata Share
     of the Swing Line Loans, plus (b) the outstanding amount of Revolving Loans
     made by the Swing Line Bank pursuant to Section 2.1, plus (c) the Swing
     Line Bank's share of the obligations to purchase participations in Letters
     of Credit, exceed the Swing Line Bank's Commitment at such time. Subject to
     the terms of this Agreement, the Borrowers may borrow, repay and reborrow
     Swing Line Loans at any time prior to the Termination Date.

        (B)     Borrowing/Election Notice. The applicable Borrower shall deliver
     to the Administrative Agent and the Swing Line Bank a Borrowing/Election
     Notice, signed by it, not later than 12:00 p.m. (Chicago time) on the
     Borrowing Date of each Swing Line Loan, specifying (i) the applicable
     Borrowing Date (which date shall be a Business Day and which may be the
     same date as the date the Borrowing/Election Notice is given), and (ii) the
     aggregate amount of the requested Swing Line Loan which shall be an amount
     not less than $100,000 (and increments of $100,000 if in excess thereof).

        (C)     Making of Swing Line Loans. Promptly after receipt of the
     Borrowing/Election Notice under Section 2.2(B) in respect of Swing Line
     Loans the Administrative Agent shall notify each Lender by telex or
     telecopy, or other similar form of transmission, of the requested Swing
     Line Loan. Not later than 4:00 p.m. (Chicago time) on the applicable
     Borrowing Date, the Swing Line Bank shall make available its Swing Line
     Loan, in funds immediately available in Chicago to the Administrative Agent
     at its address specified pursuant to Article XV. The Administrative Agent
     will promptly make the funds so received from the Swing Line Bank available
     to the applicable Borrower on the Borrowing Date at the Administrative
     Agent's aforesaid address. The Swing Line Loans shall be Floating Rate
     Loans unless the applicable Borrower and the Swing Line Bank agree
     otherwise.

        (D)     Repayment of Swing Line Loans. Each Swing Line Loan shall be
     paid in full by the applicable Borrower on or before the fifth (5th)
     Business Day after the Borrowing Date for such Swing Line Loan. The
     applicable Borrower may at any time pay, without penalty or premium, all
     outstanding Swing Line Loans or, in a minimum amount of $100,000 and
     increments of $100,000 in excess thereof, any portion of the outstanding
     Swing Line Loans, upon notice to the Administrative Agent and the Swing
     Line Bank. In addition, the Administrative Agent (i) may at any time in the
     sole discretion of the Swing Line Bank with respect to any outstanding
     Swing Line Loan, or (ii) shall on the fifth (5th) Business Day after the
     Borrowing Date of any Swing Line Loan, require each Lender (including the
     Swing Line Bank) to make a Revolving Loan in the amount of such Lender's
     Pro Rata Share of such Swing Line Loan, for the purpose of repaying such
     Swing Line Loan. Not later than 2:00 p.m. (Chicago time) on the date of any
     notice received pursuant to this Section 2.2(D), each Lender shall make
     available its required Revolving Loan or Revolving Loans, in funds
     immediately available in Chicago to the Administrative Agent at its address
     specified pursuant to Article XV. Revolving Loans made pursuant to this
     Section 2.2(D) shall initially be Floating Rate Loans and thereafter may be
     continued as Floating Rate Loans or converted into Eurodollar Rate Loans in
     the manner provided in Section 2.9 and subject to the other conditions and

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                                       28

<PAGE>

     limitations therein set forth and set forth in this Article II. Unless a
     Lender shall have notified the Swing Line Bank, prior to its making any
     Swing Line Loan, that any applicable condition precedent set forth in
     Sections 5.1, 5.2, 5.3 and 5.4, as applicable, had not then been satisfied,
     such Lender's obligation to make Revolving Loans pursuant to this Section
     2.2(D) to repay Swing Line Loans shall be unconditional, continuing,
     irrevocable and absolute and shall not be affected by any circumstances,
     including, without limitation, (a) any set-off, counterclaim, recoupment,
     defense or other right which such Lender may have against the
     Administrative Agent, the Swing Line Bank or any other Person, (b) the
     occurrence or continuance of a Default or Unmatured Default, (c) any
     adverse change in the condition (financial or otherwise) of the Company, or
     (d) any other circumstances, happening or event whatsoever. In the event
     that any Lender fails to make payment to the Administrative Agent of any
     amount due under this Section 2.2(D), the Administrative Agent shall be
     entitled to receive, retain and apply against such obligation the principal
     and interest otherwise payable to such Lender hereunder until the
     Administrative Agent receives such payment from such Lender or such
     obligation is otherwise fully satisfied. In addition to the foregoing, if
     for any reason any Lender fails to make payment to the Administrative Agent
     of any amount due under this Section 2.2(D), such Lender shall be deemed,
     at the option of the Administrative Agent, to have unconditionally and
     irrevocably purchased from the Swing Line Bank, without recourse or
     warranty, an undivided interest and participation in the applicable Swing
     Line Loan in the amount of such Revolving Loan, and such interest and
     participation may be recovered from such Lender together with interest
     thereon at the Federal Funds Effective Rate for each day during the period
     commencing on the date of demand and ending on the date such amount is
     received. On the Termination Date, each of the Borrowers shall repay in
     full the outstanding principal balance of all Swing Line Loans made to it.

        2.3.    Rate Options for all Advances; Maximum Interest Periods. The
Swing Line Loans shall be Floating Rate Loans unless the applicable Borrower and
the Swing Line Bank agree otherwise. The Revolving Loans may be Floating Rate
Advances or Eurodollar Rate Advances, or a combination thereof, selected by the
applicable Borrowers in accordance with Section 2.9. The Borrowers may select,
in accordance with Section 2.9, Rate Options and Interest Periods applicable to
portions of the Revolving Loans; provided that there shall be no more than seven
(7) Interest Periods in effect with respect to all of the Loans at any time.

        2.4.    Optional Payments; Mandatory Prepayments.

        (A)     Optional Payments. The Borrowers may from time to time and at
     any time upon at least one (1) Business Day's prior written notice repay or
     prepay, without penalty or premium all or any part of outstanding Floating
     Rate Advances in an aggregate minimum amount of Four Million Dollars
     ($4,000,000) and in integral multiples of One Million Dollars ($1,000,000)
     in excess thereof. Eurodollar Rate Advances may be voluntarily repaid or
     prepaid prior to the last day of the applicable Interest Period, subject to
     the indemnification provisions contained in Section 4.4, in an aggregate
     minimum amount of Four Million and 00/100 Dollars ($4,000,000) and in
     integral multiples of One Million and 00/100 Dollars ($1,000,000) in excess
     thereof; provided, that the applicable Borrower may not so prepay
     Eurodollar Rate Advances unless it shall have provided at least three (3)
     Business Days' prior written notice to the Administrative Agent of such

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<PAGE>

     prepayment and provided, further, all Eurodollar Loans constituting part of
     the same Eurodollar Rate Advance shall be repaid or prepaid at the same
     time.

        (B)     Determination of Dollar Amounts of Letters of Credit; Mandatory
     Prepayments of Revolving Loans.

        (i)     The Administrative Agent will determine the Dollar Amount of:

                (a)     each Letter of Credit on the date three (3) Business
        Days prior to the issuance date, or, if applicable, renewal date of such
        Letter of Credit; and

                (b)     all outstanding L/C Obligations on and as of the last
        Business Day of each calendar month and on any other Business Day
        elected by the Administrative Agent in its discretion or upon
        instruction by the Required Lenders.

        Each day upon or as of which the Administrative Agent determines Dollar
        Amounts as described in the preceding clauses (a) and (b) is herein
        described as a "Computation Date" with respect to each Letter of Credit
        for which a Dollar Amount is determined on or as of such day.

        (ii)    If at any time and for any reason (other than as the result of
        fluctuations in currency exchange rates) the Dollar Amount of the
        Revolving Credit Obligations (calculated, with respect to all L/C
        Obligations denominated in Agreed Currencies other than Dollars, as of
        the most recent Computation Date with respect to each such L/C
        Obligation) is greater than the Aggregate Commitment, the Borrowers
        shall immediately make a mandatory prepayment of the Obligations in an
        amount equal to such excess.

        (iii)   If, on any Computation Date, as a result of fluctuations in
        currency exchange rates the Dollar Amount of the Revolving Credit
        Obligations exceeds one hundred five percent (105%) of the Aggregate
        Commitment, the Administrative Agent shall so notify the Company and the
        Lenders of such occurrence and the Borrowers shall immediately repay
        Revolving Loans or Swing Line Loans in an aggregate principal amount
        sufficient to eliminate any such excess.

        (iv)    All of the mandatory prepayments made under this Section 2.4(B)
        shall be applied first to Floating Rate Loans and to any Eurodollar Rate
        Loans maturing on such date and then to subsequently maturing Eurodollar
        Rate Loans.

        2.5.    Changes in Commitments. The Company may permanently reduce the
Aggregate Commitment in whole, or in part ratably among the Lenders, in an
aggregate minimum amount of Ten Million and 00/100 Dollars ($10,000,000) and
integral multiples of One Million and 00/100 Dollars ($1,000,000) in excess of
that amount (unless the Aggregate Commitment is reduced in whole), upon at least
three (3) Business Day's prior written notice to the Administrative Agent, which
notice shall specify the amount of any such reduction; provided, however, that
the amount of the Aggregate Commitment may not be reduced below the aggregate
principal amount of the outstanding Revolving Credit Obligations. All accrued

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commitment fees shall be payable on the effective date of any termination of all
or any part of the obligations of the Lenders to make Loans hereunder.

        2.6.    Method of Borrowing. On each Borrowing Date, each Lender shall
make available its Revolving Loan or Revolving Loans, if any, not later than
noon, Chicago time, in Federal or other funds immediately available to the
Administrative Agent, in Chicago, Illinois at its address specified in or
pursuant to Article XV. Unless the Administrative Agent determines that any
applicable condition specified in Article V has not been satisfied, the
Administrative Agent will make the funds so received from the Lenders available
to the applicable Borrower at the Administrative Agent's aforesaid address.

        2.7.    Method of Selecting Types and Interest Periods for Advances. The
applicable Borrower shall select the Type of Advance and, in the case of each
Eurodollar Rate Advance, the Interest Period applicable to each Advance from
time to time. The applicable Borrower shall give the Administrative Agent
irrevocable notice in substantially the form of Exhibit B hereto (a
"Borrowing/Election Notice") not later than 10:00 a.m. (Chicago time) (a) on or
before the Borrowing Date of each Floating Rate Advance, (b) three (3) Business
Days before the Borrowing Date for each Eurodollar Rate Advance. The Borrowers
shall select Interest Periods so that, to the best of their knowledge, it will
not be necessary to prepay all or any portion of any Eurodollar Rate Loan prior
to the last day of the applicable Interest Period in order to make mandatory
prepayments as required pursuant to the terms hereof. Each Floating Rate Advance
and all Obligations other than Loans shall bear interest from and including the
date of the making of such Advance, in the case of Loans, and the date such
Obligation is due and owing in the case of such other Obligations, to (but not
including) the date of repayment thereof at the Floating Rate changing when and
as such Floating Rate changes. Changes in the rate of interest on that portion
of any Advance maintained as a Floating Rate Loan will take effect
simultaneously with each change in the Alternate Base Rate. Each Eurodollar Rate
Advance shall bear interest from and including the first day of the Interest
Period applicable thereto to (but not including) the last day of such Interest
Period at the interest rate determined as applicable to such Eurodollar Rate
Advance and shall change as and when the Applicable Eurodollar Margin changes.

        2.8.    Minimum Amount of Each Advance. Each Advance (other than an
Advance to repay Swing Line Loans or a Reimbursement Obligation) shall be in the
minimum amount of Four Million Dollars ($4,000,000) and in multiples of One
Million Dollars ($1,000,000) if in excess thereof, provided, however, that any
Floating Rate Advance may be in the amount of the unused Aggregate Commitment.

        2.9.    Method of Selecting Types and Interest Periods for Conversion
and Continuation of Advances.

        (A)     Right to Convert. The applicable Borrower may elect from time to
     time, subject to the provisions of Section 2.3 and this Section 2.9, to
     convert all or any part of a Loan of any Type into any other Type or Types
     of Loans; provided that any conversion of any Eurodollar Rate Advance shall
     be made on, and only on, the last day of the Interest Period applicable
     thereto.

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        (B)     Automatic Conversion and Continuation. Floating Rate Loans shall
     continue as Floating Rate Loans unless and until such Floating Rate Loans
     are converted into Eurodollar Rate Loans. Eurodollar Rate Loans shall
     continue as Eurodollar Rate Loans until the end of the then applicable
     Interest Period therefor, at which time such Eurodollar Rate Loans shall be
     automatically converted into Floating Rate Loans unless such Eurodollar
     Rate Loans shall have been repaid or the Company shall have given the
     Administrative Agent notice in accordance with Section 2.9 (D) requesting
     that, at the end of such Interest Period, such Eurodollar Rate Loans
     continue as a Eurodollar Rate Loan.

        (C)     No Conversion Post-Default or Post-Unmatured Default.
     Notwithstanding anything to the contrary contained in Section 2.9(A) or
     Section 2.9(B), no Loan may be converted into or continued as a Eurodollar
     Rate Loan (except with the consent of the Required Lenders) when any
     Default or Unmatured Default has occurred and is continuing.

        (D)     Borrowing/Election Notice. The Company shall give the
     Administrative Agent an irrevocable Borrowing/Election Notice of each
     conversion of a Floating Rate Loan into a Eurodollar Rate Loan or
     continuation of a Eurodollar Rate Loan not later than 10:00 a.m. (Chicago
     time) (x) one (1) Business Day prior to the date of the requested
     conversion or continuation, with respect to any Loan to be converted to or
     continued as a Floating Rate Advance, and (y) three (3) Business Days prior
     to the date of the requested conversion or continuation, with respect to
     any Loan to be converted or continued as a Eurodollar Rate Loan,
     specifying: (1) the requested date (which shall be a Business Day) of such
     conversion or continuation; (2) the amount and Type of the Loan to be
     converted or continued; and (3) if applicable, the amount of Eurodollar
     Rate Loan(s) into which such Loan is to be converted or continued and the
     duration of the Interest Period applicable thereto.

        2.10.   Default Rate. After the occurrence and during the continuance of
a Default, at the option of the Administrative Agent or at the direction of the
Required Lenders the interest rate(s) applicable to the Obligations and all
other fees (including the fees payable under Section 3.8 with respect to Letters
of Credit) shall be equal to (x) the interest rates and fees calculated based on
the maximum Applicable Floating Rate Margins, Applicable Eurodollar Margin and
Applicable Commitment Fee Percentage, as applicable, under the pricing grid set
forth in Section 2.14(D)(ii) plus (y) two percent (2.00%) per annum for all such
Obligations and fees; provided that during the continuation of a bankruptcy or
insolvency default such interest rate and fee increases shall be automatically
applicable without any election of the Administrative Agent or action of the
Required Lenders.

        2.11.   Method of Payment.

        (A)     Method of Payment. All payments of principal, interest, fees,
     reimbursements, commissions, L/C Obligations and other Obligations
     hereunder shall be made, without setoff, deduction or counterclaim (unless
     indicated otherwise in Section 2.14(E)), in immediately available funds to
     the Administrative Agent at the Administrative Agent's address specified
     pursuant to Article XV, or at any other Lending

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<PAGE>

     Installation of the applicable Issuing Bank specified in writing by such
     Issuing Bank to the applicable Borrower in connection with any Letter of
     Credit issued in an Agreed Currency other than Dollars. Each Advance shall
     be repaid or prepaid in Dollars in the amount equal to the amount borrowed
     and interest payable thereon shall also be paid in Dollars. Each L/C
     Obligation denominated in an Agreed Currency other than Dollars shall be
     repaid, and all interest and fees to be paid in respect thereof shall be
     paid, in the currency in which the related Letter of Credit was issued or,
     where such currency has converted to euro, in euro. All payments to be made
     by any Borrower hereunder in any currency other than Dollars shall be made
     in such currency on the date due in such funds as may then be customary for
     the settlement of international transactions in such currency for the
     account of the Administrative Agent or applicable Issuing Bank, as
     applicable, at its designated Lending Installation for such currency. Each
     payment delivered to the Administrative Agent for the account of any Lender
     shall be delivered promptly by the Administrative Agent to such Lender in
     the same type of funds that the Administrative Agent received at its
     address specified pursuant to Article XV or at any Lending Installation
     specified in a notice received by the Administrative Agent from such
     Lender. The Administrative Agent is hereby authorized to charge any account
     of the applicable Borrower maintained with Bank One or any of its
     Affiliates for each payment of principal, interest and fees as it becomes
     due hereunder. Each reference to the Administrative Agent in this Section
     2.11 shall also be deemed to refer, and shall apply equally, to each
     Issuing Bank, in the case of payments required to be made by any Borrower
     to any Issuing Bank pursuant to Article III.

        (B)     Market Disruption. If, after the designation by the applicable
     Issuing Bank and the Administrative Agent of any currency as an Agreed
     Currency, in the reasonable opinion of any Borrower, any Issuing Bank, the
     Required Lenders or the Administrative Agent, (x) there shall occur any
     change in national or international financial, political or economic
     conditions or currency exchange rates or currency control or other exchange
     regulations are imposed in the country which issues such currency with the
     result that it shall be impractical for any L/C Obligation to be
     denominated in such currency or different types of such currency are
     introduced, (y) such currency is no longer readily available or freely
     traded or (z) an Equivalent Amount of such currency is not readily
     calculable (any such event a "Market Disruption"), such Borrower, such
     Issuing Bank, the Required Lenders or the Administrative Agent, as
     applicable, shall promptly notify the Lenders, the Issuing Banks, the
     Administrative Agent and the Borrowers, and such currency shall no longer
     be an Agreed Currency until such time as the Administrative Agent and any
     applicable Issuing Bank agrees to reinstate such currency as an Agreed
     Currency, and all payments to be made by the applicable Borrower hereunder
     in such currency shall instead be made when due in Dollars in an amount
     equal to the Dollar Amount (as of the date of repayment) of such payment
     due, it being the intention of the parties hereto that the Borrowers take
     all risks of the imposition of any such currency control or exchange
     regulations. For purposes of this Section 2.11(B), the commencement of the
     third stage of the European Economic and Monetary Union shall not
     constitute the imposition of currency control or exchange regulations.

        2.12.   Evidence of Debt.

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        (A)     Loan Account. Each Lender shall maintain in accordance with its
     usual practice an account or accounts (a "Loan Account") evidencing the
     indebtedness of the Borrowers to such Lender owing to such Lender from time
     to time, including the amounts of principal and interest payable and paid
     to such Lender from time to time hereunder.

        (B)     Register. The Register maintained by the Administrative Agent
     pursuant to Section 14.3(C) shall include a control account, and a
     subsidiary account for each Lender and each Borrower, in which accounts
     (taken together) shall be recorded (i) the date and the amount of each Loan
     made hereunder, the Type thereof and the Interest Period, if any,
     applicable thereto, (ii) the amount of any principal or interest due and
     payable or to become due and payable from each of the Borrowers to each
     Lender hereunder, (iii) the effective date and amount of each Assignment
     Agreement delivered to and accepted by it and the parties thereto pursuant
     to Section 14.3, (iv) the amount of any sum received by the Administrative
     Agent hereunder for the account of the Lenders and each Lender's share
     thereof, and (v) all other appropriate debits and credits as provided in
     this Agreement, including, without limitation, all fees, charges, expenses
     and interest.

        (C)     Entries in Loan Account and Register. The entries made in the
     Loan Account, the Register and the other accounts maintained pursuant to
     clauses (A) or (B) of this Section shall be prima facie evidence thereof
     for all purposes, absent manifest error, unless the applicable Borrower
     objects to information contained in the Loan Accounts, the Register or the
     other accounts within thirty (30) days of the applicable Borrower's receipt
     of such information; provided that the failure of any Lender or the
     Administrative Agent to maintain such accounts or any error therein shall
     not in any manner affect the obligation of the Borrowers to repay the Loans
     in accordance with the terms of this Agreement.

        (D)     Noteless Transaction; Notes Issued Upon Request. Any Lender may
     request that the Revolving Loans made or to be made by it each be evidenced
     by a promissory note in substantially the form of Exhibit I to evidence
     such Lender's Revolving Loans. In such event, the Borrowers shall prepare,
     execute and deliver to such Lender a promissory note for such Loans payable
     to the order of such Lender. Thereafter, the Loans evidenced by such
     promissory note and interest thereon shall at all times (including after
     assignment pursuant to Section 14.3) be represented by one or more
     promissory notes in such form payable to the order of the payee named
     therein.

        2.13.   Telephonic Notices. The Borrowers authorize the Lenders and the
Administrative Agent to extend, convert or continue Advances, effect selections
of Types of Advances and to transfer funds based on telephonic notices made by
any person or persons the Administrative Agent or any Lender in good faith
believes to be acting on behalf of the applicable Borrower. Each of the
Subsidiary Borrowers authorizes the Company to make requests and give notices
hereunder on behalf of such Subsidiary Borrowers. The Borrowers agree to deliver
promptly to the Administrative Agent a written confirmation, signed by an
Authorized Officer, if such confirmation is requested by the Administrative
Agent or any Lender, of each telephonic notice. If the written confirmation
differs in any material respect from the action taken by the Administrative
Agent and the Lenders, the records of the

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<PAGE>

Administrative Agent and the Lenders shall govern absent manifest error. In case
of disagreement concerning such notices, if the Administrative Agent has
recorded telephonic borrowing notices, such recordings will be made available to
the applicable Borrower upon its request therefor.

        2.14.   Promise to Pay; Interest and Commitment Fees; Interest Payment
Dates; Interest and Fee Basis; Taxes; Loan and Control Accounts.

        (A)     Promise to Pay. All Advances shall be paid in full by the
     applicable Borrowers on the Termination Date. Each Borrower unconditionally
     promises to pay when due the principal amount of each Loan and all other
     Obligations incurred by it, and to pay all unpaid interest accrued thereon,
     in accordance with the terms of this Agreement and the other Loan
     Documents, and confirms that all Borrowers (other than Borrowers which are
     Foreign Subsidiaries) shall be jointly and severally liable for all of the
     Obligations.

        (B)     Interest Payment Dates. Interest accrued on each Floating Rate
     Loan shall be payable on each Payment Date, commencing with the first such
     date to occur after the Closing Date, upon any prepayment whether by
     acceleration or otherwise, and at maturity (whether by acceleration or
     otherwise). Interest accrued on each Eurodollar Rate Loan shall be payable
     on the last day of its applicable Interest Period, on any date on which the
     Eurodollar Rate Loan is prepaid, whether by acceleration or otherwise, and
     at maturity; provided, interest accrued on each Eurodollar Rate Loan having
     an Interest Period longer than three months shall also be payable on the
     last day of each three-month interval during such Interest Period. Interest
     accrued on the principal balance of all other Obligations shall be payable
     in arrears (i) on the last day of each calendar quarter, commencing on the
     first such day following the incurrence of such Obligation, (ii) upon
     repayment thereof in full or in part, and (iii) if not theretofore paid in
     full, at the time such other Obligation becomes due and payable (whether by
     acceleration or otherwise).

        (C)     Commitment Fees; Additional Fees.

        (i)     The Company shall pay to the Administrative Agent, for the
       account of the Lenders in accordance with their Pro Rata Shares, from
       and after the Closing Date until the date on which the Aggregate
       Commitment shall be terminated in whole, a commitment fee at the rate of
       the then Applicable Commitment Fee Percentage multiplied by the average
       amount by which (A) the Aggregate Commitment in effect from time to time
       exceeds (B) the Revolving Credit Obligations (excluding the outstanding
       principal amount of the Swing Line Loans) in effect from time to time
       during each fiscal quarter of the Company. All such commitment fees
       payable under this clause (C) shall be payable quarterly on the last day
       of each fiscal quarter of the Company occurring after the Closing Date
       (with the first such payment being calculated for the period from the
       Closing Date and ending on September 30, 2002), and, in addition, on any
       date on which the Aggregate Commitment shall be terminated in whole.

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<PAGE>

        (ii)    The Company agrees to pay or to cause the Borrowers to pay to
       the Administrative Agent for the sole account of the Administrative
       Agent and the Arranger (unless otherwise agreed between the
       Administrative Agent and the Arranger and any Lender) the fees set forth
       in the letter agreement between the Administrative Agent, the Arranger
       and the Company dated August [ ], 2002, payable at the times and in the
       amounts set forth therein.

        (D)     Interest and Fee Basis; Applicable Floating Rate Margins,
     Applicable Eurodollar Margin, Applicable L/C Fee Percentage and Applicable
     Commitment Fee Percentage.

        (i)     Interest on all fees, Eurodollar Rate Loans and Alternate Base
       Rate Loans calculated by reference to the Federal Fund Effective Rate
       shall be calculated for actual days elapsed on the basis of a 360-day
       year; provided, that the Applicable L/C Fee Percentage applicable to
       Letters of Credit issued in British Pounds Sterling, if any, shall be
       calculated for actual days elapsed on the basis of a 365-day year.
       Interest on all Alternate Base Rate Loans calculated by reference to the
       Prime Rate shall be calculated for actual days elapsed on the basis of a
       365/366-day year. Interest shall be payable for the day an Obligation is
       incurred but not for the day of any payment on the amount paid if payment
       is received prior to 2:00 p.m. (Chicago time or local time, as
       applicable) at the place of payment. If any payment of principal of or
       interest on a Loan or any payment of any other Obligations shall become
       due on a day which is not a Business Day, such payment shall be made on
       the next succeeding Business Day and, in the case of a principal payment,
       such extension of time shall be included in computing interest, fees and
       commissions in connection with such payment.

        (ii)    The Applicable Floating Rate Margins, Applicable Eurodollar
       Margin, Applicable L/C Fee Percentage and Applicable Commitment Fee
       Percentage shall be determined from time to time by reference to the
       table set forth below, on the basis of the then applicable Leverage Ratio
       as described in this Section 2.14(D)(ii):

<TABLE>
<CAPTION>
                                              GREATER THAN OR      GREATER THAN OR
                                              EQUAL TO 1.00 TO     EQUAL TO 1.50 TO     GREATER THAN OR
                          LESS THAN 1.00 TO   1.00 AND LESS        1.00 BUT LESS        EQUAL TO 2.00 TO
LEVERAGE RATIO            1.00                THAN 1.50 TO 1.00    THAN 2.00 TO 1.00    1.00
------------------------- -----------------   -----------------    -----------------    ----------------
<S>                                   <C>                 <C>                  <C>                 <C>
COMMITMENT FEE                         0.25%               0.30%                0.35%               0.40%
------------------------- -----------------   -----------------    -----------------    ----------------
APPLICABLE L/C FEE FOR
PERFORMANCE LETTERS OF
CREDIT                                0.750%              0.875%               1.000%              1.125%
------------------------- -----------------   -----------------    -----------------    ----------------
</TABLE>

                                                      Sidley Austin Brown & Wood

                                       36

<PAGE>

<TABLE>
<CAPTION>
                                              GREATER THAN OR      GREATER THAN OR
                                              EQUAL TO 1.00 TO     EQUAL TO 1.50 TO     GREATER THAN OR
                          LESS THAN 1.00 TO   1.00 AND LESS        1.00 BUT LESS        EQUAL TO 2.00 TO
LEVERAGE RATIO            1.00                THAN 1.50 TO 1.00    THAN 2.00 TO 1.00    1.00
------------------------- -----------------   -----------------    -----------------    ----------------
<S>                                    <C>                 <C>                  <C>                 <C>
APPLICABLE L/C FEE FOR
STANDBY LETTERS OF
CREDIT                                 1.50%               1.75%                2.00%               2.25%
------------------------- -----------------   -----------------    -----------------    ----------------
APPLICABLE EURODOLLAR
MARGIN                                 1.50%               1.75%                2.00%               2.25%
------------------------- -----------------   -----------------    -----------------    ----------------
APPLICABLE FLOATING
RATE MARGIN                            0.25%               0.50%                0.75%               1.00%
------------------------- -----------------   -----------------    -----------------    ----------------
</TABLE>

       For purposes of this Section 2.15(D)(ii), the Leverage Ratio shall be
       calculated as provided in Section 7.4(A). Upon receipt of the financial
       statements delivered pursuant to Sections 7.1(A)(i) and (ii), as
       applicable, the Applicable Floating Rate Margins, Applicable Eurodollar
       Margin, Applicable L/C Fee Percentage and Applicable Commitment Fee
       Percentage shall be adjusted, such adjustment being effective five (5)
       Business Days following the date such financial statements and the
       compliance certificate required to be delivered in connection therewith
       pursuant to Section 7.1(A)(iii) shall be due; provided, that if the
       Company shall not have timely delivered its financial statements in
       accordance with Section 7.1(A)(i) or (ii), as applicable, then commencing
       on the date upon which such financial statements should have been
       delivered and continuing until five (5) Business Days following the date
       such financial statements are actually delivered, the Applicable Floating
       Rate Margins, Applicable Eurodollar Margin, Applicable L/C Fee Percentage
       and Applicable Commitment Fee Percentage shall be the maximum Applicable
       Floating Rate Margins, Applicable Eurodollar Margin and Applicable
       Commitment Fee Percentage, as applicable, under the pricing grid set
       forth in Section 2.14(D)(ii).

        (E)     Taxes.

        (i)     Any and all payments by the Borrowers hereunder (whether in
       respect of principal, interest, fees or otherwise) shall be made free
       and clear of and without deduction for any and all present or future
       taxes, levies, imposts, deductions, charges or withholdings or any
       interest, penalties and liabilities with respect thereto including those
       arising after the Closing Date as a result of the adoption of or any
       change in any law, treaty, rule, regulation, guideline or determination
       of a Governmental Authority or any change in the interpretation or
       application thereof by a Governmental Authority but excluding, in the
       case of each Lender and the Administrative Agent, such taxes (including
       income taxes, franchise taxes and branch profit taxes) as are imposed on
       or measured by such Lender's or the Administrative Agent's,

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<PAGE>

       as the case may be, net income by the United States of America or any
       Governmental Authority of the jurisdiction under the laws of which such
       Lender or the Administrative Agent, as the case may be, is organized (all
       such non-excluded taxes, levies, imposts, deductions, charges,
       withholdings, and liabilities which the Administrative Agent or a Lender
       determines to be applicable to this Agreement, the other Loan Documents,
       the Commitments, the Loans or the Letters of Credit being hereinafter
       referred to as "Taxes"). If any Borrower shall be required by law to
       deduct or withhold any Taxes from or in respect of any sum payable
       hereunder or under the other Loan Documents to any Lender or the
       Administrative Agent, (i) the sum payable shall be increased as may be
       necessary so that after making all required deductions or withholdings
       (including deductions applicable to additional sums payable under this
       Section 2.14(E)) such Lender or Administrative Agent (as the case may be)
       receives an amount equal to the sum it would have received had no such
       deductions or withholdings been made, (ii) the applicable Borrower shall
       make such deductions or withholdings, and (iii) the applicable Borrower
       shall pay the full amount deducted or withheld to the relevant taxation
       authority or other authority in accordance with applicable law. If a
       withholding tax of the United States of America or any other Governmental
       Authority shall be or become applicable (y) after the date of this
       Agreement, to such payments by the applicable Borrower made to the
       Lending Installation or any other office that a Lender may claim as its
       Lending Installation, or (z) after such Lender's selection and
       designation of any other Lending Installation, to such payments made to
       such other Lending Installation, such Lender shall use reasonable efforts
       to make, fund and maintain the affected Loans through another Lending
       Installation of such Lender in another jurisdiction so as to reduce the
       applicable Borrower's liability hereunder, if the making, funding or
       maintenance of such Loans through such other Lending Installation of such
       Lender does not, in the judgment of such Lender, otherwise adversely
       affect such Loans, or obligations under the Commitment of such Lender.

        (ii)    In addition, the Borrowers agree to pay any present or future
       stamp or documentary taxes or any other excise or property taxes,
       charges, or similar levies which arise from any payment made hereunder,
       from the issuance of Letters of Credit hereunder, or from the execution,
       delivery or registration of, or otherwise with respect to, this
       Agreement, the other Loan Documents, the Commitments, the Loans or the
       Letters of Credit (hereinafter referred to as "Other Taxes").

        (iii)   The Company and each Subsidiary Borrower shall indemnify each
       Lender and the Administrative Agent for the full amount of Taxes and
       Other Taxes (including, without limitation, any Taxes or Other Taxes
       imposed by any Governmental Authority on amounts payable under this
       Section 2.14(E)) paid by such Lender or the Administrative Agent (as the
       case may be) and any liability (including penalties, interest, and
       expenses) arising therefrom or with respect thereto, whether or not such
       Taxes or Other Taxes were correctly or legally asserted. This
       indemnification shall be made within thirty (30) days after the date such
       Lender or the Administrative Agent (as the case may be) makes written
       demand therefor. If the Taxes or Other Taxes with respect to which the
       Company or any Subsidiary Borrower has made either a direct payment to
       the taxation or other authority or an indemnification payment hereunder
       are subsequently refunded to any Lender, such Lender will return to the
       applicable Borrower, if no Event of Default has occurred

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<PAGE>

       and is continuing, an amount equal to the lesser of the indemnification
       payment or the refunded amount. A certificate as to any additional amount
       payable to any Lender or the Administrative Agent under this Section
       2.14(E) submitted to the applicable Borrower and the Administrative Agent
       (if a Lender is so submitting) by such Lender or the Administrative Agent
       shall show in reasonable detail the amount payable and the calculations
       used to determine such amount and shall, absent manifest error, be final,
       conclusive and binding upon all parties hereto. With respect to such
       deduction or withholding for or on account of any Taxes and to confirm
       that all such Taxes have been paid to the appropriate Governmental
       Authorities, the applicable Borrower shall promptly (and in any event not
       later than thirty (30) days after receipt) furnish to each Lender and the
       Administrative Agent such certificates, receipts and other documents as
       may be required (in the reasonable judgment of such Lender or the
       Administrative Agent) to establish any tax credit to which such Lender or
       the Administrative Agent may be entitled.

        (iv)    Within thirty (30) days after the date of any payment of Taxes
       or Other Taxes by the Company or any Subsidiary Borrower, the Company
       shall furnish to the Administrative Agent the original or a certified
       copy of a receipt evidencing payment thereof.

        (v)     Without prejudice to the survival of any other agreement of the
       Company and the Subsidiary Borrowers hereunder, the agreements and
       obligations of the Borrowers contained in this Section 2.14(E) shall
       survive the payment in full of all Obligations, the termination of the
       Letters of Credit and the termination of this Agreement.

        (vi)    Each Lender (including any Replacement Lender or Purchaser) that
       is not created or organized under the laws of the United States of
       America or a political subdivision thereof (each a "Non-U.S. Lender")
       shall deliver to the Company and the Administrative Agent on or before
       the Closing Date, or, if later, the date on which such Lender becomes a
       Lender pursuant to Section 14.3 hereof (and from time to time thereafter
       upon the request of the Company or the Administrative Agent, but only for
       so long as such Non-U.S. Lender is legally entitled to do so), either (1)
       two (2) duly completed copies of either (A) IRS Form W-8BEN, or (B) IRS
       Form W-8ECI, or in either case an applicable successor form; or (2) in
       the case of a Non-U.S. Lender that is not legally entitled to deliver the
       forms listed in clause (vi)(1), (x) a certificate of a duly authorized
       officer of such Non-U.S. Lender to the effect that such Non-U.S. Lender
       is not (A) a "bank" within the meaning of Section 881(c)(3)(A) of the
       Code, (B) a "10 percent shareholder" of the Company or any Subsidiary
       Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a
       controlled foreign corporation receiving interest from a related person
       within the meaning of Section 881(c)(3)(C) of the Code (such certificate,
       an "Exemption Certificate") and (y) two (2) duly completed copies of IRS
       Form W-8BEN or applicable successor form. Each such Lender further agrees
       to deliver to the Company and the Administrative Agent from time to time
       a true and accurate certificate executed in duplicate by a duly
       authorized officer of such Lender in a form satisfactory to the Company
       and the Administrative Agent, before or promptly upon the occurrence of
       any event requiring

                                                      Sidley Austin Brown & Wood

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<PAGE>

       a change in the most recent certificate previously delivered by it to
       the Company and the Administrative Agent pursuant to this Section
       2.14(E)(vi). Further, each Lender which delivers a form or certificate
       pursuant to this clause (vi) covenants and agrees to deliver to the
       Company and the Administrative Agent within fifteen (15) days prior to
       the expiration of such form, for so long as this Agreement is still in
       effect, another such certificate and/or two (2) accurate and complete
       original newly-signed copies of the applicable form (or any successor
       form or forms required under the Code or the applicable regulations
       promulgated thereunder).

                Each Lender shall promptly furnish to the Company and the
       Administrative Agent such additional documents as may be reasonably
       required by any Borrower or the Administrative Agent to establish any
       exemption from or reduction of any Taxes or Other Taxes required to be
       deducted or withheld and which may be obtained without undue expense to
       such Lender. Notwithstanding any other provision of this Section 2.14(E),
       no Borrower shall be obligated to gross up any payments to any Lender
       pursuant to Section 2.14(E)(i), or to indemnify any Lender pursuant to
       Section 2.14(E)(iii), in respect of United States federal withholding
       taxes to the extent imposed as a result of (x) the failure of such Lender
       to deliver to the Company the form or forms and/or an Exemption
       Certificate, as applicable to such Lender, pursuant to Section
       2.14(E)(vi), (y) such form or forms and/or Exemption Certificate not
       establishing a complete exemption from U.S. federal withholding tax or
       the information or certifications made therein by the Lender being untrue
       or inaccurate on the date delivered in any material respect, or (z) the
       Lender designating a successor Lending Installation at which it maintains
       its Loans which has the effect of causing such Lender to become obligated
       for tax payments in excess of those in effect immediately prior to such
       designation; provided, however, that the applicable Borrower shall be
       obligated to gross up any payments to any such Lender pursuant to Section
       2.14(E)(i), and to indemnify any such Lender pursuant to Section
       2.14(E)(iii), in respect of United States federal withholding taxes if
       (i) any such failure to deliver a form or forms or an Exemption
       Certificate or the failure of such form or forms or exemption certificate
       to establish a complete exemption from U.S. federal withholding tax or
       inaccuracy or untruth contained therein resulted from a change in any
       applicable statute, treaty, regulation or other applicable law or any
       interpretation of any of the foregoing occurring after the Closing Date,
       which change rendered such Lender no longer legally entitled to deliver
       such form or forms or Exemption Certificate or otherwise ineligible for a
       complete exemption from U.S. federal withholding tax, or rendered the
       information or the certifications made in such form or forms or Exemption
       Certificate untrue or inaccurate in any material respect, (ii) the
       redesignation of the Lender's Lending Installation was made at the
       request of the Company or (iii) the obligation to gross up payments to
       any such Lender pursuant to Section 2.14(E)(i), or to indemnify any such
       Lender pursuant to Section 2.14(E)(iii), is with respect to a Purchaser
       that becomes a Purchaser as a result of an assignment made at the request
       of the Company.

        (vii)   Upon the request, and at the expense of the Company, each Lender
       to which any Borrower is required to pay any additional amount pursuant
       to this Section 2.14(E), shall reasonably afford the applicable Borrower
       the opportunity to contest,

                                                      Sidley Austin Brown & Wood

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<PAGE>

       and shall reasonably cooperate with the applicable Borrower in
       contesting, the imposition of any Tax giving rise to such payment;
       provided, that (i) such Lender shall not be required to afford the
       applicable Borrower the opportunity to so contest unless the applicable
       Borrower shall have confirmed in writing to such Lender its obligation to
       pay such amounts pursuant to this Agreement; and (ii) the Company shall
       reimburse such Lender for its reasonable attorneys' and accountants' fees
       and disbursements incurred in so cooperating with the applicable Borrower
       in contesting the imposition of such Tax.

        2.15.   Notification of Advances, Interest Rates, Prepayments and
Aggregate Commitment Reductions. Promptly after receipt thereof, the
Administrative Agent will notify each Lender of the contents of each Aggregate
Commitment reduction notice, Borrowing/Election Notice, and repayment notice
received by it hereunder. The Administrative Agent will notify the applicable
Borrower and each Lender of the interest rate applicable to each Eurodollar Rate
Loan promptly upon determination of such interest rate and will give each Lender
prompt notice of each change in the Alternate Base Rate.

        2.16.   Lending Installations. Each Lender will book its Loans or
Letters of Credit at the appropriate Lending Installation listed on the
administrative information sheets provided to the Administrative Agent in
connection herewith or such other Lending Installation designated by such Lender
in accordance with the final sentence of this Section 2.16. All terms of this
Agreement shall apply to any such Lending Installation. Each Lender may, by
written or facsimile notice to the Administrative Agent and the Company,
designate a Lending Installation through which Loans will be made by it and for
whose account Loan payments and/or payments of L/C Obligations are to be made.

        2.17.   Non-Receipt of Funds by the Administrative Agent. Unless a
Borrower or a Lender, as the case may be, notifies the Administrative Agent
prior to the date on which it is scheduled to make payment to the Administrative
Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case
of any Borrower, a payment of principal, interest or fees to the Administrative
Agent for the account of the Lenders, that it does not intend to make such
payment, the Administrative Agent may assume that such payment has been made.
The Administrative Agent may, but shall not be obligated to, make the amount of
such payment available to the intended recipient in reliance upon such
assumption. If such Lender or the applicable Borrower, as the case may be, has
not in fact made such payment to the Administrative Agent, the recipient of such
payment shall, on demand by the Administrative Agent, repay to the
Administrative Agent the amount so made available together with interest thereon
in respect of each day during the period commencing on the date such amount was
so made available by the Administrative Agent until the date the Administrative
Agent recovers such amount at a rate per annum equal to (i) in the case of
payment by a Lender, the Federal Funds Effective Rate for such day or (ii) in
the case of payment by a Borrower, the interest rate applicable to the relevant
Loan.

        2.18.   Termination Date. This Agreement shall be effective until the
Termination Date. Notwithstanding the termination of this Agreement, until (A)
all financing arrangements among the Borrowers and the Lenders shall have been
terminated and (B) all of the Letters of Credit shall have expired, been
cancelled or terminated, or cash collateralized pursuant

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to the terms of this Agreement or supported by a letter of credit acceptable to
the Administrative Agent (collectively, the "Termination Conditions"), all of
the rights and remedies under this Agreement and the other Loan Documents shall
survive.

        2.19.   Replacement of Certain Lenders. In the event a Lender ("Affected
Lender") shall have: (i) failed to fund its Applicable Pro Rata Share of any
Advance requested by the applicable Borrower, or to fund a Revolving Loan in
order to repay Swing Line Loans pursuant to Section 2.2(D), which such Lender is
obligated to fund under the terms of this Agreement and which failure has not
been cured, (ii) requested compensation from any Borrower under Sections
2.14(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs
incurred by such Lender which are not being incurred generally by the other
Lenders, (iii) delivered a notice pursuant to Section 4.3 claiming that such
Lender is unable to extend Eurodollar Rate Loans to any Borrower for reasons not
generally applicable to the other Lenders or (iv) has invoked Section 11.2;
then, in any such case, after engagement of one or more "Replacement Lenders"
(as defined below) by the Company and/or the Administrative Agent, the Company
or the Administrative Agent may make written demand on such Affected Lender
(with a copy to the Administrative Agent in the case of a demand by the Company
and a copy to the Company in the case of a demand by the Administrative Agent)
for the Affected Lender to assign, and such Affected Lender shall use
commercially reasonable efforts to assign pursuant to one or more duly executed
Assignment Agreements five (5) Business Days after the date of such demand, to
one or more financial institutions that comply with the provisions of Section
14.3(A) which the Company or the Administrative Agent, as the case may be, shall
have engaged for such purpose ("Replacement Lender"), all of such Affected
Lender's rights and obligations under this Agreement and the other Loan
Documents (including, without limitation, its Commitment, all Loans owing to it,
all of its participation interests in existing Letters of Credit, L/C Drafts and
unreimbursed drawings under Letters of Credit, and its obligation to participate
in additional Letters of Credit and Swing Line Loans hereunder) in accordance
with Section 14.3. The Administrative Agent agrees, upon the occurrence of such
events with respect to an Affected Lender and upon the written request of the
Company, to use its reasonable efforts to obtain the commitments from one or
more financial institutions to act as a Replacement Lender. The Administrative
Agent is authorized to execute one or more of such assignment agreements as
attorney-in-fact for any Affected Lender failing to execute and deliver the same
within five (5) Business Days after the date of such demand. Further, with
respect to such assignment the Affected Lender shall have concurrently received,
in cash, all amounts due and owing to the Affected Lender hereunder or under any
other Loan Document, including, without limitation, the aggregate outstanding
principal amount of the Loans owed to such Lender, together with accrued
interest thereon through the date of such assignment, amounts payable under
Sections 2.14(E), 4.1, and 4.2 with respect to such Affected Lender and
compensation payable under Section 2.14(C) in the event of any replacement of
any Affected Lender under clause (ii) or clause (iii) of this Section 2.19;
provided that upon such Affected Lender's replacement, such Affected Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.14(E), 4.1, 4.2, 4.4, and 11.7, as well as to any fees
accrued for its account hereunder and not yet paid, and shall continue to be
obligated under Section 12.8.

        2.20.   Subsidiary Borrowers. The Company may at any time or from time
to time, with the consent of the Administrative Agent add as a party to this
Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution
and delivery to the

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Administrative Agent and the Lenders of (a) a duly completed Assumption Letter
by such Subsidiary, with the written consent of the Company at the foot thereof,
(b) such guaranty and subordinated intercompany indebtedness documents as may be
reasonably required by the Administrative Agent and such other opinions,
documents, certificates or other items as may be required by Section 5.2, such
documents with respect to any additional Subsidiaries to be substantially
similar in form and substance to the Loan Documents executed on or about the
Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon
such execution, delivery and consent such Subsidiary shall for all purposes be a
party hereto as a Subsidiary Borrower as fully as if it had executed and
delivered this Agreement. So long as the principal of and interest on any
Advances made to any Subsidiary Borrower under this Agreement shall have been
repaid or paid in full, all Letters of Credit issued for the account of such
Subsidiary Borrower have expired or been returned and terminated and all other
obligations of such Subsidiary Borrower under this Agreement shall have been
fully performed, the Company may, by not less than five (5) Business Days' prior
notice to the Administrative Agent (which shall promptly notify the Lenders
thereof), terminate such Subsidiary Borrower's status as a "Subsidiary
Borrower". The Administrative Agent shall give the Lenders written notice of the
addition of any Subsidiary Borrowers to this Agreement.

        2.21.   Judgment Currency. If, for the purposes of obtaining judgment in
any court, it is necessary to convert a sum due from any Borrower hereunder in
the currency expressed to be payable herein (the "specified currency") into
another currency, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent could
purchase the specified currency with such other currency at the Administrative
Agent's main office in Chicago, Illinois on the Business Day preceding that on
which the final, non-appealable judgment is given. The obligations of each
Borrower in respect of any sum due to any Lender, any Issuing Bank or the
Administrative Agent hereunder shall, notwithstanding any judgment in a currency
other than the specified currency, be discharged only to the extent that on the
Business Day following receipt by such Lender, such Issuing Bank or the
Administrative Agent (as the case may be) of any sum adjudged to be so due in
such other currency such Lender, such Issuing Bank or the Administrative Agent
(as the case may be) may in accordance with normal, reasonable banking
procedures purchase the specified currency with such other currency. If the
amount of the specified currency so purchased is less than the sum originally
due to such Lender, such Issuing Bank or the Administrative Agent, as the case
may be, in the specified currency, each Borrower agrees, to the fullest extent
that it may effectively do so, as a separate obligation and notwithstanding any
such judgment, to reimburse such Lender, such Issuing Bank or the Administrative
Agent, as the case may be, for any such loss; and if no Default or Unmatured
Default shall have occurred and is continuing and the amount of the specified
currency so purchased exceeds (a) the sum originally due to any Lender, any
Issuing Bank or the Administrative Agent, as the case may be, in the specified
currency and (b) any amounts shared with other Lenders as a result of
allocations of such excess as a disproportionate payment to such Lender or
Issuing Bank under Section 14.2, such Lender, such Issuing Bank or the
Administrative Agent, as the case may be, agrees to remit such excess to such
Borrower .

        2.22.   Extension of Termination Date. The Company, on behalf of itself
and the other Borrowers, may request one-year extensions of the Termination Date
by submitting a request for an extension to the Administrative Agent (each, an
"Extension Request") no more

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than sixty (60) and no less than thirty (30) days prior to the then effective
Termination Date, which Extension Request shall specify (i) the new Termination
Date requested by the Borrowers, which new Termination Date shall be a date not
later than 364 days after the "Response Date" (as defined below) and (ii) the
date (which must be not more than thirty (30) days nor less than fifteen (15)
days prior to the then effective Termination Date) as of which the Lenders must
respond to the Extension Request (the "Response Date"). Promptly upon receipt of
an Extension Request, the Administrative Agent shall notify each Lender thereof
and shall request each Lender to approve the Extension Request. Each Lender
approving the Extension Request shall deliver its written consent no later than
the Response Date (and the failure to provide such written consent by such date
shall be deemed to be a decision not to extend). The Commitment of each Lender
that declines to extend with respect to the Aggregate Commitment may, at the
option of the Company, be replaced in accordance with Section 14.3 (but only to
the extent a replacement Lender is then available) or the Aggregate Commitment
reduced. All Obligations due to each Lender that declines to extend its
Commitment under this Section 2.22 shall be paid in full by the Borrowers to the
Administrative Agent for the account of each such Lender on the then effective
Termination Date (without giving effect to any such requested extension
thereto). The Required Lenders and the Borrowers must agree to any extension
with respect to the Termination Date for any such extension to become effective,
and the Administrative Agent shall promptly notify the Borrowers and each Lender
of any new Termination Date.

                   ARTICLE III: THE LETTER OF CREDIT FACILITY

        3.1.    Obligation to Issue Letters of Credit. Subject to the terms and
conditions of this Agreement and in reliance upon the representations,
warranties and covenants of the Borrowers herein set forth, each Issuing Bank
hereby agrees to issue for the account of the Company or any Subsidiary Borrower
through such Issuing Bank's branches as it and the Company may jointly agree,
one or more Letters of Credit denominated in an Agreed Currency in accordance
with this Article III, from time to time during the period, commencing on the
Closing Date and ending on the fifth (5th) Business Day prior to the Termination
Date; provided, however, if an Issuing Bank is requested to issue Letters of
Credit with respect to a jurisdiction such Issuing Bank deems, in its sole
discretion, may at any time subject it to a New Money Credit Event, the Company
shall, at the request of such Issuing Bank, guaranty and indemnify such Issuing
Bank against any and all costs, liabilities and losses resulting from any New
Money Credit Event in a form and substance satisfactory to such Issuing Bank.

        3.2.    Transitional Provision. Subject to the satisfaction of the
conditions contained in Sections 5.1, 5.2, 5.3 and 5.4, from and after the
Effective Date each of the letters of credit identified on Schedule 3.2 hereto
and issued for the account of the Company and its Subsidiaries pursuant to the
Existing Credit Agreement (or deemed to be issued as of the Closing Date under
the Existing Credit Agreement) shall be deemed to be Letters of Credit issued
pursuant to this Article III.

        3.3.    Types and Amounts. No Issuing Bank shall have any obligation to
and no Issuing Bank shall:

        (i)     issue (or amend) any Letter of Credit if on the date of issuance
       (or amendment), before or after giving effect to the Letter of Credit
       requested hereunder,

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       the Dollar Amount of the Revolving Credit Obligations at such time would
       exceed the Aggregate Commitment at such time calculated as of the date of
       issuance of any Letter of Credit; or

        (ii)    issue (or amend) any Letter of Credit which has an expiration
       date later than the date which is five (5) Business Days immediately
       preceding the Termination Date; provided, that any Letter of Credit may
       provide for the renewal thereof for additional periods (which in no event
       shall extend beyond the fifth (5th) Business Day prior to the Termination
       Date).

        3.4.    Conditions. In addition to being subject to the satisfaction of
the conditions contained in Sections 5.1, 5.2, 5.3 and 5.4, the obligation of an
Issuing Bank to issue any Letter of Credit is subject to the satisfaction in
full of the following conditions:

        (i)     the applicable Borrower shall have delivered to the applicable
       Issuing Bank (at such times and in such manner as such Issuing Bank may
       reasonably prescribe) and the Administrative Agent, a request for
       issuance of such Letter of Credit in substantially the form of Exhibit C
       hereto, duly executed applications for such Letter of Credit and such
       other documents, instructions and agreements as may be required pursuant
       to the terms thereof (all such applications, documents, instructions, and
       agreements being referred to herein as the "L/C Documents"), and the
       proposed Letter of Credit shall be reasonably satisfactory to such
       Issuing Bank as to form and content; and

        (ii)    as of the date of issuance no order, judgment or decree of any
       court, arbitrator or Governmental Authority shall purport by its terms
       to enjoin or restrain the applicable Issuing Bank from issuing such
       Letter of Credit and no law, rule or regulation applicable to such
       Issuing Bank and no request or directive (whether or not having the force
       of law) from a Governmental Authority with jurisdiction over such Issuing
       Bank shall prohibit or request that such Issuing Bank refrain from the
       issuance of Letters of Credit generally or the issuance of that Letter of
       Credit.

        3.5.    Procedure for Issuance of Letters of Credit.

        (A)     Issuance. Subject to the terms and conditions of this Article
     III and provided that the applicable conditions set forth in Sections 5.1,
     5.2, 5.3 and 5.4 hereof have been satisfied, the applicable Issuing Bank
     shall, on the requested date, issue a Letter of Credit on behalf of the
     Company or a Subsidiary Borrower, as applicable in accordance with such
     Issuing Bank's usual and customary business practices and, in this
     connection, such Issuing Bank may assume that the applicable conditions set
     forth in Section 5.3 hereof have been satisfied unless it shall have
     received notice to the contrary from the Administrative Agent or a Lender
     or has knowledge that the applicable conditions have not been met. To the
     extent that there shall be any conflict between the provisions of any L/C
     Document and the provisions of this Agreement, the provisions of this
     Agreement shall prevail.

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        (B)     Notice. The applicable Issuing Bank shall give the
     Administrative Agent written or telex notice, or telephonic notice
     confirmed promptly thereafter in writing, of the issuance of a Letter of
     Credit, provided, however, that the failure to provide such notice shall
     not result in any liability on the part of such Issuing Bank.

        (C)     No Amendment. No Issuing Bank shall extend or amend any Letter
     of Credit unless the requirements of this Section 3.5 are met as though a
     new Letter of Credit was being requested and issued.

        3.6.    Letter of Credit Participation. On the date of this Agreement,
with respect to the Letters of Credit identified in Section 3.2, and immediately
upon the issuance of each Letter of Credit hereunder, each Lender shall be
deemed to have automatically, irrevocably and unconditionally purchased and
received from the applicable Issuing Bank an undivided interest and
participation in and to such Letter of Credit, the obligations of the applicable
Borrower in respect thereof, and the liability of such Issuing Bank thereunder
(collectively, an "L/C Interest") in an amount equal to the Dollar Amount
available for drawing under such Letter of Credit multiplied by such Lender's
Pro Rata Share. Each Issuing Bank will notify the Administrative Agent and each
Lender promptly upon presentation to it of an L/C Draft or upon any other draw
under a Letter of Credit, which notice shall also state the Agreed Currency and
face amount of such L/C Draft or other draw. On or before the Business Day on
which an Issuing Bank makes payment of each such L/C Draft or, in the case of
any other draw on a Letter of Credit, on demand by the Administrative Agent or
the applicable Issuing Bank, each Lender shall make payment to the
Administrative Agent, for the account of the applicable Issuing Bank, in
immediately available funds in Dollars in an amount equal to such Lender's Pro
Rata Share of the Dollar Amount of such payment or draw. The obligation of each
Lender to reimburse the Issuing Banks under this Section 3.6 shall be
unconditional, continuing, irrevocable and absolute. In the event that any
Lender fails to make payment to the Administrative Agent of any amount due under
this Section 3.6, the Administrative Agent shall be entitled to receive, retain
and apply against such obligation the principal and interest otherwise payable
to such Lender hereunder until the Administrative Agent receives such payment
from such Lender or such obligation is otherwise fully satisfied; provided,
however, that nothing contained in this sentence shall relieve such Lender of
its obligation to reimburse the applicable Issuing Bank for such amount in
accordance with this Section 3.6.

        3.7.    Reimbursement Obligation. Each of the Borrowers agree
unconditionally, irrevocably and absolutely to pay immediately to the
Administrative Agent, for the account of the Lenders, the amount of each advance
drawn under or pursuant to a Letter of Credit issued to it or an L/C Draft
related thereto (such obligation of such Borrower to reimburse the
Administrative Agent for an advance made under a Letter of Credit or L/C Draft
being hereinafter referred to as a "Reimbursement Obligation" with respect to
such Letter of Credit or L/C Draft), each such reimbursement to be made by the
applicable Borrower no later than the Business Day on which the applicable
Issuing Bank makes payment of each such L/C Draft or, if the applicable Borrower
shall have received notice of a Reimbursement Obligation later than 12:00 p.m.
(Chicago time), on any Business Day or on a day which is not a Business Day, no
later than 12:00 p.m. (Chicago time), on the immediately following Business Day
or, in the case of any other draw on a Letter of Credit, the date specified in
the demand of such Issuing Bank. If any Borrower at any time fails to repay a
Reimbursement Obligation at the time specified in the

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preceding sentence, such unpaid Reimbursement Obligation shall at that time be
automatically converted into an obligation denominated in Dollars and such
Borrower shall be deemed to have elected to borrow Revolving Loans from the
Lenders, as of the date of the advance giving rise to the Reimbursement
Obligation, equal in amount to the Dollar Amount of the unpaid Reimbursement
Obligation. Such Revolving Loans shall be made as of the date of the payment
giving rise to such Reimbursement Obligation, automatically, without notice and
without any requirement to satisfy the conditions precedent otherwise applicable
to an Advance of Revolving Loans. Such Revolving Loans shall constitute a
Floating Rate Advance, the proceeds of which Advance shall be used to repay such
Reimbursement Obligation. If, for any reason, any Borrower fails to repay a
Reimbursement Obligation on the day such Reimbursement Obligation arises and,
for any reason, the Lenders are unable to make or have no obligation to make
Revolving Loans, then such Reimbursement Obligation shall bear interest from and
after such day, until paid in full, at the interest rate applicable to a
Floating Rate Advance (or, in the case of a Reimbursement Obligation denominated
in an Agreed Currency other than Dollars, at the rate determined by the
applicable Issuing Bank in good faith to represent such Issuing Bank's cost of
overnight or short-term funds in the applicable Agreed Currency plus the then
effective Applicable Eurodollar Margin). The Borrowers agree to indemnify each
Issuing Bank against any loss or expense determined by such Issuing Bank in good
faith to have resulted from any conversion pursuant to this Section 3.7 by
reason of the inability of such Issuing Bank to convert the Dollar Amount
received from the applicable Borrower or from the Lenders, as applicable, into
an amount in the applicable Agreed Currency of such Letter of Credit equal to
the amount of such Reimbursement Obligation.

        3.8.    Letter of Credit Fees. The Borrowers agree to pay:

        (i)     quarterly, in arrears, to the Administrative Agent for the
       ratable benefit of the Lenders, a letter of credit fee at a rate per
       annum equal to the Applicable L/C Fee Percentage for Performance Letters
       of Credit and Standby Letters of Credit, as applicable, on the average
       daily outstanding Dollar Amount available for drawing under all
       Performance Letters of Credit and Standby Letters of Credit,
       respectively;

        (ii)    quarterly, in arrears, to the applicable Issuing Bank, a letter
       of credit fronting fee equal to 0.125% per annum on the average daily
       outstanding stated amount available for drawing under all Letters of
       Credit issued by such Issuing Bank; and

        (iii)   to the applicable Issuing Bank, all customary fees and other
       issuance, amendment, cancellation, document examination, negotiation,
       transfer and presentment expenses and related charges in connection with
       the issuance, amendment, cancellation, presentation of L/C Drafts,
       negotiation, transfer and the like customarily charged by such Issuing
       Banks with respect to standby, performance and commercial letters of
       credit, including, without limitation, standard commissions with respect
       to Performance Letters of Credit, payable at the time of invoice of such
       amounts.

        3.9.    Borrower and Issuing Bank Reporting Requirements. The Company
shall, at any time as requested by the Administrative Agent or the Required
Lenders but in any event

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<PAGE>

no later than the tenth Business Day following the last day of each month,
provide to the Administrative Agent schedules, in form and substance reasonably
satisfactory to the Administrative Agent, showing the date of issue, account
party, Agreed Currency and amount in such Agreed Currency, Issuing Bank,
expiration date and the reference number of each Letter of Credit issued
hereunder outstanding at any time during such month. In addition to the notices
required by Section 3.5(B), each Issuing Bank shall, at any time as requested by
the Administrative Agent or the Required Lenders but in any event no later than
the tenth Business Day following the last day of each month, provide to the
Administrative Agent schedules, in form and substance reasonably satisfactory to
the Administrative Agent, showing the date of issue, account party, Agreed
Currency and amount in such Agreed Currency, expiration date and the reference
number of each Letter of Credit issued by it outstanding at any time during such
month and the aggregate amount payable by the applicable Borrower during such
month. In addition, upon the request of the Administrative Agent, each Issuing
Bank shall furnish to the Administrative Agent copies of any Letter of Credit
and any application for or reimbursement agreement with respect to a Letter of
Credit to which the Issuing Bank is party and such other documentation as may
reasonably be requested by the Administrative Agent. Upon the request of any
Lender, the Administrative Agent will provide to such Lender information
concerning such Letters of Credit as the Administrative Agent has received from
the Issuing Banks.

        3.10.   Indemnification; Exoneration.

        (A)     Indemnification. In addition to amounts payable as elsewhere
     provided in this Article III, each Borrower hereby agrees to protect,
     indemnify, pay and save harmless the Administrative Agent, each Issuing
     Bank and each Lender from and against any and all liabilities and costs
     which the Administrative Agent, such Issuing Bank or such Lender may incur
     or be subject to in any way directly connected with (i) the issuance of any
     Letter of Credit other than, in the case of the applicable Issuing Bank, as
     a result of its Gross Negligence or willful misconduct, as determined by
     the final judgment of a court of competent jurisdiction, or (ii) the
     failure of the applicable Issuing Bank to honor a drawing under a Letter of
     Credit as a result of any act or omission, whether rightful or wrongful, of
     any present or future de jure or de facto Governmental Authority (all such
     acts or omissions herein called "Governmental Acts").

        (B)     Risk Assumption. As among the Borrowers, the Lenders, the
     Administrative Agent and the Issuing Banks, the Borrowers assume all risks
     of the acts and omissions of, or misuse of such Letter of Credit by, the
     beneficiary of any Letters of Credit. In furtherance and not in limitation
     of the foregoing, subject to the provisions of the Letter of Credit
     applications and Letter of Credit reimbursement agreements executed by the
     Borrowers at the time of request for any Letter of Credit, neither the
     Administrative Agent, any Issuing Bank nor any Lender shall be responsible
     (in the absence of Gross Negligence or willful misconduct in connection
     therewith, as determined by the final judgment of a court of competent
     jurisdiction): (i) for the form, validity, sufficiency, accuracy,
     genuineness or legal effect of any document submitted by any party in
     connection with the application for and issuance of the Letters of Credit,
     even if it should in fact prove to be in any or all respects invalid,
     insufficient, inaccurate, fraudulent or forged; (ii) 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

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<PAGE>

     thereunder or proceeds thereof, in whole or in part, which may prove to be
     invalid or ineffective for any reason; (iii) for failure of the beneficiary
     of a Letter of Credit to comply duly with conditions required in order to
     draw upon such Letter of Credit; (iv) for errors, omissions, interruptions
     or delays in transmission or delivery of any messages, by mail, cable,
     telegraph, telex, or other similar form of teletransmission or otherwise;
     (v) for errors in interpretation of technical trade terms; (vi) for any
     loss or delay in the transmission or otherwise of any document required in
     order to make a drawing under any Letter of Credit or of the proceeds
     thereof; (vii) for the misapplication by the beneficiary of a Letter of
     Credit of the proceeds of any drawing under such Letter of Credit; and
     (viii) for any consequences arising from causes beyond the control of the
     Administrative Agent, the Issuing Banks and the Lenders, including, without
     limitation, any Governmental Acts. None of the above shall affect, impair,
     or prevent the vesting of any Issuing Bank's rights or powers under this
     Section 3.10.

        (C)     No Liability. In furtherance and extension and not in limitation
     of the specific provisions hereinabove set forth, any action taken or
     omitted by any Issuing Bank under or in connection with the Letters of
     Credit or any related certificates shall not, in the absence of Gross
     Negligence or willful misconduct, as determined by the final judgment of a
     court of competent jurisdiction, put the applicable Issuing Bank, the
     Administrative Agent or any Lender under any resulting liability to any
     Borrower or relieve any Borrower of any of its obligations hereunder to any
     such Person.

        (D)     Survival of Agreements and Obligations. Without prejudice to the
     survival of any other agreement of the Borrowers hereunder, the agreements
     and obligations of the Borrowers contained in this Section 3.10 shall
     survive the payment in full of principal and interest hereunder, the
     termination of the Letters of Credit and the termination of this Agreement.

        3.11.   Market Disruption. Notwithstanding the satisfaction of all
conditions referred to in Article II, Article III and Article V with respect to
any Letter of Credit to be issued in any Agreed Currency other than Dollars, if
there shall occur on or prior to the date of issuance of such Letter of Credit
any Market Disruption, then the Administrative Agent shall forthwith give notice
thereof to the Borrowers, the Issuing Bank and the Lenders, and such Letter of
Credit shall not be denominated in such Agreed Currency but shall be made on the
date of issuance of such Letter of Credit in Dollars, in a face amount equal to
the Dollar Amount of the face amount specified in the related request or
application for such Letter of Credit, unless the Borrower notifies the
Administrative Agent at least one Business Day before such date that (i) it
elects not to request the issuance of such Letter of Credit on such date or (ii)
it elects to have such Letter of Credit issued on such date in a different
Agreed Currency, as the case may be, in which the denomination of such Letter of
Credit would in the opinion of the applicable Issuing Bank, the Administrative
Agent and the Required Lenders be practicable and in a face amount equal to the
Dollar Amount of the face amount specified in the related request or application
for such Letter of Credit, as the case may be.

                       ARTICLE IV: CHANGE IN CIRCUMSTANCES

        4.1.    Yield Protection.

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        (A)     Yield Protection. If any law or any governmental or
     quasi-governmental rule, regulation, policy, guideline or directive
     (whether or not having the force of law) adopted after the date of this
     Agreement and having general applicability to all banks within the
     jurisdiction in which such Lender operates (excluding, for the avoidance of
     doubt, the effect of and phasing in of capital requirements or other
     regulations or guidelines passed prior to the date of this Agreement), or
     any interpretation or application thereof by any Governmental Authority
     charged with the interpretation or application thereof, or the compliance
     of any Lender therewith,

        (i)     subjects any Lender or any applicable Lending Installation to
       any tax, duty, charge or withholding on or from payments due from any
       Borrower (excluding taxation of the overall net income of any Lender or
       taxation of a similar basis, which are governed by Section 2.14(E)), or
       changes the basis of taxation of payments to any Lender in respect of its
       Commitment, Loans, its L/C Interests, the Letters of Credit or other
       amounts due it hereunder, or

        (ii)    imposes or increases or deems applicable any reserve,
       assessment, insurance charge, special deposit or similar requirement
       against assets of, deposits with or for the account of, or credit
       extended by, any Lender or any applicable Lending Installation (other
       than reserves and assessments taken into account in determining the
       interest rate applicable to Eurodollar Rate Loans) with respect to its
       Commitment, Loans, L/C Interests, Loans or the Letters of Credit, or

        (iii)   imposes any other condition the result of which is to increase
       the cost to any Lender or any applicable Lending Installation of making,
       funding or maintaining its Commitment, the Loans, the L/C Interests or
       the Letters of Credit or reduces any amount receivable by any Lender or
       any applicable Lending Installation in connection with its Commitment,
       Loans or Letters of Credit, or requires any Lender or any applicable
       Lending Installation to make any payment calculated by reference to the
       amount of Commitment, Loans or L/C Interests held or interest received by
       it or by reference to the Letters of Credit, by an amount deemed material
       by such Lender;

     and the result of any of the foregoing is to increase the cost to that
     Lender of making, renewing or maintaining its Commitment, Loans, L/C
     Interests, or Letters of Credit or to reduce any amount received under this
     Agreement, then, within fifteen (15) days after receipt by the Company or
     any other Borrower of written demand by such Lender pursuant to Section
     4.5, the applicable Borrowers shall pay such Lender that portion of such
     increased expense incurred or reduction in an amount received which such
     Lender determines is attributable to making, funding and maintaining its
     Loans, L/C Interests, Letters of Credit and its Commitment.

        (B)     Non-U.S. Reserve Costs or Fees With Respect to Loans and Letters
     of Credit to Borrowers. If any law or any governmental or
     quasi-governmental rule, regulation, policy, guideline or directive of any
     jurisdiction outside of the United States of America or any subdivision
     thereof (whether or not having the force of law), imposes or deems
     applicable any reserve requirement against or fee with respect to assets
     of,

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     deposits with or for the account of, or credit extended by, any Lender, any
     Issuing Bank or any applicable Lending Installation, and the result of the
     foregoing is to increase the cost to such Lender, such Issuing Bank or
     applicable Lending Installation of making or maintaining its Eurodollar
     Loans to, or issuing a Letter of Credit in an Agreed Currency other than
     Dollars for the benefit of, any Borrower or its Commitment to any Borrower
     or to reduce the return received by such Lender, such Issuing Bank or
     applicable Lending Installation in connection with such Eurodollar Loans or
     Letters of Credit to or for the benefit of any Borrower or Commitment to
     any Borrower, then, within 15 days of demand by such Lender or such Issuing
     Bank, such Borrower shall pay such Lender or such Issuing Bank, as
     applicable, such additional amount or amounts as will compensate such
     Lender or such Issuing Bank for such increased cost or reduction in amount
     received, provided that such Borrower shall not be required to compensate
     any Lender for such non-U.S. reserve costs or fees to the extent that an
     amount equal to such reserve costs or fees is received by such Lender as a
     result of the calculation of the interest rate applicable to Eurodollar
     Rate Advances pursuant to clause (i)(b) of the definition of "Eurodollar
     Rate."

        4.2.    Changes in Capital Adequacy Regulations. If a Lender determines
(i) the amount of capital required or expected to be maintained by such Lender,
any Lending Installation of such Lender or any corporation controlling such
Lender is increased as a result of a "Change" (as defined below), and (ii) such
increase in capital will result in an increase in the cost to such Lender of
maintaining its Commitment, Loans, L/C Interests, the Letters of Credit or its
obligation to make Loans hereunder, then, within fifteen (15) days after receipt
by the Company or any other Borrower of written demand by such Lender pursuant
to Section 4.5, the applicable Borrowers shall pay such Lender the amount
necessary to compensate for any shortfall in the rate of return on the portion
of such increased capital which such Lender determines is attributable to this
Agreement, its Commitment, its Loans, its L/C Interests, the Letters of Credit
or its obligation to make Loans hereunder (after taking into account such
Lender's policies as to capital adequacy). "Change" means (i) any change after
the date of this Agreement in the "Risk-Based Capital Guidelines" (as defined
below) excluding, for the avoidance of doubt, the effect of any phasing in of
such Risk-Based Capital Guidelines or any other capital requirements passed
prior to the Closing Date, or (ii) any adoption of or change in any other law,
governmental or quasi-governmental rule, regulation, policy, guideline,
interpretation, or directive (whether or not having the force of law) after the
date of this Agreement which affects the amount of capital required or expected
to be maintained by any Lender or any Lending Installation or any corporation
controlling any Lender. "Risk-Based Capital Guidelines" means (i) the risk-based
capital guidelines in effect in the United States on the date of this Agreement,
including transition rules, and (ii) the corresponding capital regulations
promulgated by regulatory authorities outside the United States implementing the
July 1988 report of the Basle Committee on Banking Regulation and Supervisory
Practices Entitled "International Convergence of Capital Measurements and
Capital Standards," including transition rules, and any amendments to such
regulations adopted prior to the date of this Agreement.

        4.3.    Availability of Types of Advances. If (i) any Lender determines
that maintenance of its Eurodollar Rate Loans at a suitable Lending Installation
would violate any applicable law, rule, regulation or directive, whether or not
having the force of law, or (ii) the

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Required Lenders determine that (x) deposits of a type or maturity appropriate
to match fund Eurodollar Rate Loans are not available or (y) the interest rate
applicable to a Eurodollar Rate Loan does not accurately reflect the cost of
making or maintaining such an Advance, then the Administrative Agent shall
suspend the availability of the affected Type of Advance and, in the case of any
occurrence set forth in clause (i), require any Advances of the affected Type to
be repaid or converted into another Type.

        4.4.    Funding Indemnification. If any payment of a Eurodollar Rate
Loan occurs on a date which is not the last day of the applicable Interest
Period, whether because of acceleration, prepayment (whether voluntary or
mandatory, including, without limitation as required pursuant to Section
2.4(B)), or otherwise, or a Eurodollar Rate Loan is not made on the date
specified by the applicable Borrower for any reason other than default by the
Lenders, or a Eurodollar Rate Loan is not prepaid on the date specified by the
applicable Borrower for any reason, the Borrowers indemnify each Lender for any
loss or cost incurred by it resulting therefrom, including, without limitation,
any loss or cost in liquidating or employing deposits acquired to fund or
maintain the Eurodollar Rate Loan.

        4.5.    Lender Statements; Survival of Indemnity. If reasonably
possible, each Lender shall designate an alternate Lending Installation with
respect to its Eurodollar Rate Loan to reduce any liability of any Borrower to
such Lender under Sections 4.1 and 4.2 or to avoid the unavailability of a Type
of Advance under Section 4.3, so long as such designation is not, in the
judgment of the Lender, disadvantageous to such Lender. Each Lender shall
deliver a written statement of such Lender to the Company (with a copy to the
Administrative Agent) as to the amount due, if any, under Section 2.14(E), 4.1,
4.2 or 4.4 and shall set forth in reasonable detail the calculations upon which
such Lender determined such amount and shall be prima facie evidence thereof and
binding on the Borrowers in the absence of manifest error. Determination of
amounts payable under such Sections in connection with a Eurodollar Rate Loan
shall be calculated as though each Lender funded its Eurodollar Rate Loan
through the purchase of a deposit of the type and maturity corresponding to the
deposit used as a reference in determining the Eurodollar Rate applicable to
such Loan, whether in fact that is the case or not. Unless otherwise provided
herein, the amount specified in the written statement of any Lender shall be
payable on demand after receipt by the applicable Borrower of such statement.
The obligations of the Company and the other Borrowers under Sections 2.14(E),
4.1, 4.2 and 4.4 shall survive payment of the Obligations and termination of
this Agreement.

                         ARTICLE V: CONDITIONS PRECEDENT

        5.1.    Initial Advances and Letters of Credit. The Borrowers hereby
confirm that on or prior to the Closing Date, the Borrowers furnished to the
Administrative Agent each of the following, with sufficient copies for the
Lenders, all in form and substance satisfactory to the Administrative Agent and
the Lenders:

        (i)     Copies of the Certificate of Incorporation or comparable charter
       documents of each of the Borrowers as of the Closing Date, together with
       all amendments and a certificate of good standing, both certified as of a
       recent date thereto by the appropriate governmental officer in its
       jurisdiction of incorporation;

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        (ii)    Copies, certified by the Secretary or Assistant Secretary of
       each of the Borrowers of their respective By-Laws or comparable
       governance documents and of their respective Board of Directors'
       resolutions (and resolutions of other bodies, if any are deemed necessary
       by counsel for any Lender) authorizing the execution of the Loan
       Documents entered into by it;

        (iii)   An incumbency certificate, executed by the Secretary or
       Assistant Secretary of each of the Borrowers, which identified by name
       and title and bear the signature of the officers of the applicable
       Borrower authorized to sign the Loan Documents and, of the applicable
       Borrower to make borrowings hereunder, upon which certificate the Lenders
       shall be entitled to rely until informed of any change in writing by the
       Company;

        (iv)    A certificate, in form and substance satisfactory to the
       Administrative Agent, signed by an Authorized Officer of the Company,
       certifying that on the date of this Agreement and such initial Borrowing
       Date all the representations in this Agreement are true and correct
       (unless such representation and warranty is made as of a specific date,
       in which case, such representation and warranty shall be true and correct
       as of such date) and no Default or Unmatured Default has occurred and is
       continuing;

        (v)     The written opinions of the Borrowers' and Guarantors' General
       Counsel, Robert H. Wolfe, and of the Company's Dutch counsel, DeBrauw
       Blackstone Westbroek, addressed to the Administrative Agent and the
       Lenders, in substantially the forms attached hereto as Exhibit E-1 and
       Exhibit E-2, respectively;

        (vi)    Evidence satisfactory to the Administrative Agent that there
       exists no injunction or temporary restraining order which, in the
       judgment of the Administrative Agent, would prohibit the making of the
       Loans or the consummation of the other transactions contemplated by the
       Loan Documents or any litigation seeking such an injunction or
       restraining order;

        (vii)   Duly executed copy of the Subsidiary Guaranty and the 4-Year
       Credit Agreement dated as of August 29, 2001; and

        (viii)  Evidence satisfactory to the Administrative Agent that the
       Company has paid or caused to be paid to the Administrative Agent and
       the Arranger the fees agreed to in the fee letter dated August 2, 2001,
       among the Administrative Agent, the Arranger and the Company.

        5.2.    Initial Advance to Each New Subsidiary Borrower. No Lender shall
be required to make an Advance hereunder or purchase participations in Letters
of Credit, no Issuing Bank shall be required to issue a Letter of Credit
hereunder, in each case, to a new Subsidiary Borrower added after the Closing
Date unless the Company has furnished or caused to be furnished to the
Administrative Agent with sufficient copies for the Lenders:

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<PAGE>

        (i)     The Assumption Letter executed and delivered by such Subsidiary
       Borrower and containing the written consent of the Company at the foot
       thereof, as contemplated by Section 2.20;

        (ii)    Copies, certified by the Secretary, Assistant Secretary,
       Director or Officer of the Subsidiary Borrower, of its Board of
       Directors' resolutions (and/or resolutions of other bodies, if any are
       deemed necessary by the Administrative Agent) approving the Assumption
       Letter;

        (iii)   An incumbency certificate, executed by the Secretary, Assistant
       Secretary, Director or Officer of the Subsidiary Borrower, which shall
       identify by name and title and bear the signature of the officers of such
       Subsidiary Borrower authorized to sign the Assumption Letter and the
       other documents to be executed and delivered by such Subsidiary Borrower
       hereunder, upon which certificate the Administrative Agent and the
       Lenders shall be entitled to rely until informed of any change in writing
       by the Company;

        (iv)    An opinion of counsel to such Subsidiary Borrower, substantially
       in the form of Exhibit E-2 hereto or, in the case of a new non-domestic
       Subsidiary Borrower, in a form reasonably acceptable to the
       Administrative Agent;

        (v)     Guaranty documentation, if applicable, from such Subsidiary
       Borrower in form and substance acceptable to the Administrative Agent as
       required pursuant to Section 7.2(K);

        (vi)    With respect to the initial Advance or any Swing Line Loan made
       to any Subsidiary Borrower organized under the laws of England and Wales
       (or any other jurisdiction where filings are required in order for
       amounts payable under this Agreement to be exempt from applicable
       withholding or other taxes), the Administrative Agent shall have received
       originals and/or copies, as applicable, of all filings required to be
       made and such other evidence as the Administrative Agent may require
       establishing to the Administrative Agent's satisfaction that each Lender,
       Swing Line Bank and Issuing Bank is entitled to receive payments under
       the Loan Documents without deduction or withholding of any English (or
       other applicable jurisdictions) taxes or with such deductions and
       withholding of English (or other applicable jurisdictions) taxes as may
       be acceptable to the Administrative Agent.

        5.3.    Each Advance and Letter of Credit. The Lenders shall not be
required to make any Advance, or convert or continue any Advance, or issue any
Letter of Credit and no Swing Line Bank shall be required to make any Swing Line
Loans hereunder, unless on the applicable Borrowing Date, or in the case of a
Letter of Credit, the date on which the Letter of Credit is to be issued:

        (A)     No Defaults. There exists no Default or Unmatured Default;

        (B)     Representations and Warranties. All of the representations and
     warranties contained in Article VI are true and correct as of such
     Borrowing Date (unless such representation and warranty is made as of a
     specific date, in which case, such

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<PAGE>

       representation and warranty shall be true and correct as of such date)
       except for changes in the Schedules to this Agreement reflecting
       transactions permitted by or not in violation of this Agreement; and

        (C)     Maximum Amounts. The Revolving Credit Obligations do not, and
     after making such proposed Advance or issuing such Letter of Credit would
     not, exceed the Aggregate Commitment.

     Each Borrowing/Election Notice with respect to each such Advance and the
letter of credit application with respect to each Letter of Credit shall
constitute a representation and warranty by the Borrowers that the conditions
contained in Sections 5.3(A), (B) and (C) have been satisfied. Any Lender may
require a duly completed officer's certificate in substantially the form of
Exhibit F hereto and/or a duly completed compliance certificate in substantially
the form of Exhibit G hereto as a condition to making an Advance.

        5.4.    Effectiveness of this Agreement. The Lenders shall not be
required to make any Loans hereunder, the Swing Line Bank shall not be required
to make any Swing Line Loans hereunder, and this Agreement shall not become
effective, unless the Administrative Agent shall have received each of the
following (with sufficient copies for the Lenders):

        (i)     Duly executed signature pages to this Agreement from the
       Borrowers, the Lenders, and the Administrative Agent;

        (ii)    Copies, certified by the Secretary or Assistant Secretary of
       each of the Borrowers of their respective Board of Directors'
       resolutions (and resolutions of other bodies, if any are deemed necessary
       by counsel for any Lender) authorizing the execution of this Agreement;

        (iii)   Written opinion letters of the Borrowers' counsel, addressed to
       the Administrative Agent and the Lenders, in substantially the form of
       the opinion letters delivered by Borrowers' and the Guarantors' counsel
       on the Closing Date pursuant to Section 5.1(v);

        (iv)    Duly executed copy of the 4-Year Credit Agreement;

        (v)     Duly executed copy of the Reaffirmation attached hereto as
       Attachment A from each of the parties to the Subsidiary Guaranty;

        (vi)    A certificate, in form and substance satisfactory to the
       Administrative Agent, signed by an Authorized Officer of the Company,
       certifying that on the date of this Agreement all the representations in
       this Agreement are true and correct (unless such representation and
       warranty is made as of a specific date, in which case, such
       representation and warranty shall be true and correct as of such date)
       and no Default or Unmatured Default has occurred and is continuing;

        (vii)   Evidence satisfactory to the Administrative Agent that the
       Company has paid or caused to be paid to the Administrative Agent and
       the Arranger the fees

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<PAGE>

       agreed to in the fee letter dated August [ ], 2002, among the
       Administrative Agent, the Arranger and the Company; and

        (viii)  Such other documents, instruments and agreements as the
       Administrative Agent may reasonably request.

                   ARTICLE VI: REPRESENTATIONS AND WARRANTIES

        In order to induce the Administrative Agent and the Lenders to enter
into this Agreement and to make the Loans and the other financial accommodations
to the Borrowers and to issue the Letters of Credit described herein, the
Company represents and warrants as follows to each Lender and the Administrative
Agent as of the Closing Date, giving effect to the consummation of the
transactions contemplated by the Transaction Documents on the Closing Date, and
thereafter on each date as required by Section 5.2, 5.3 and 5.4:

        6.1.    Organization; Corporate Powers. The Company and each of its
Subsidiaries (i) is a corporation, limited liability company, partnership duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (ii) is duly qualified to do business as a
foreign entity and is in good standing under the laws of each jurisdiction in
which failure to be so qualified and in good standing could not reasonably be
expected to have a Material Adverse Effect, and (iii) has all requisite power
and authority to own, operate and encumber its property and to conduct its
business as presently conducted and as proposed to be conducted

        6.2.    Authority, Execution and Delivery; Transaction Documents.

        (A)     Power and Authority. Each of the Loan Parties has the requisite
     power and authority to execute, deliver and perform each of the Transaction
     Documents which are to be executed by it as required by this Agreement and
     the other Transaction Documents and (ii) to file the Transaction Documents
     which must be filed by it as required by this Agreement, the other Loan
     Documents or otherwise with any Governmental Authority.

        (B)     Execution and Delivery. The execution, delivery, performance and
     filing, as the case may be, of each of the Transaction Documents as
     required by this Agreement or otherwise and to which any Loan Party is
     party, and the consummation of the transactions contemplated thereby, have
     been duly approved by the respective boards of directors and, if necessary,
     the shareholders of the applicable Loan Parties, and such approvals have
     not been rescinded.

        (C)     Transaction Documents. Each of the Transaction Documents to
     which the Company or any of its Subsidiaries is a party has been duly
     executed, delivered or filed, as the case may be, by it and constitutes its
     legal, valid and binding obligation, enforceable against it in accordance
     with its terms (except as enforceability may be limited by bankruptcy,
     insolvency, or similar laws affecting the enforcement of creditors' rights
     generally), is in full force and effect and no material term or condition
     thereof has been amended, modified or waived from the terms and conditions
     contained in the Transaction Documents delivered to the Administrative
     Agent pursuant to Section 5.1

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<PAGE>

     without the prior written consent of the Administrative Agent, and the
     Company and its Subsidiaries have, and, to the best of the Company's and
     its Subsidiaries' knowledge, all other parties thereto have, performed and
     complied with all the terms, provisions, agreements and conditions set
     forth therein and required to be performed or complied with by such
     parties, and no unmatured default, default or breach of any covenant by any
     such party exists thereunder.

        6.3.    No Conflict; Governmental Consents. The execution, delivery and
performance of each of the Transaction Documents to which each of the Loan
Parties is a party do not and will not (i) conflict with the certificate or
articles of incorporation or by-laws of such Loan Party, (ii) constitute a
tortious interference with any Contractual Obligation of any Person or conflict
with, result in a breach of or constitute (with or without notice or lapse of
time or both) a default under any Requirement of Law or Contractual Obligation
of any such Loan Party, or require termination of any Contractual Obligation,
(iii) result in or require the creation or imposition of any Lien whatsoever
upon any of the property or assets of the Company or any of its Subsidiaries,
other than Liens permitted or created by the Transaction Documents, or (iv)
require any approval of any Loan Party's Board of Directors or shareholders
except such as have been obtained. The execution, delivery and performance of
each of the Transaction Documents to which the Company or any of its
Subsidiaries is a party do not and will not require any registration with,
consent or approval of, or notice to, or other action to, with or by any
Governmental Authority, except filings, consents or notices which have been
made, obtained or given, or which, if not made, obtained or given, individually
or in the aggregate could not reasonably be expected to have a Material Adverse
Effect.

        6.4.    Financial Statements.

        (A)     Pro Forma Financials. The combined pro forma balance sheet,
     income statements and statements of cash flow of the Company and its
     Subsidiaries (after giving effect to the H-B Acquisition), copies of which
     are attached hereto as Schedule 6.4 to this Agreement, present on a pro
     forma basis the financial condition of the Company and such Subsidiaries as
     of such date, and demonstrate that the Company and its Subsidiaries can
     repay their debts and satisfy their other obligations as and when due, and
     can comply with the requirements of this Agreement. The projections and
     assumptions expressed in the pro forma financials referenced in this
     Section 6.4(A) were prepared in good faith and represent management's
     opinion based on the information available to the Company at the time so
     furnished and, since the preparation thereof and up to the Closing Date,
     there has occurred no change in the business, financial condition,
     operations, or prospects of the Company or any of its Subsidiaries, or the
     Company and its Subsidiaries taken as a whole, or Howe-Baker or Howe-Baker
     and its Subsidiaries taken as a whole which has had or could reasonably be
     expected to have a Material Adverse Effect.

        (B)     Audited Financial Statements. Complete and accurate copies of
     the audited financial statements and the audit reports related thereto of
     the Company and its consolidated Subsidiaries as at December 31, 2001 have
     been delivered to the Administrative Agent and such financial statements
     were prepared in accordance with generally accepted accounting principles
     in effect on the date such statements were prepared and fairly present the
     consolidated financial condition and operations of the

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     Company and its Subsidiaries at such date and the consolidated results of
     their operations for the period then ended.

        (C)     Interim Financial Statements. Complete and accurate copies of
     the unaudited financial statements of the Company and its consolidated
     Subsidiaries as at June 30, 2001 have been delivered to the Administrative
     Agent and such financial statements were prepared in accordance with
     generally accepted accounting principles in effect on the date such
     statements were prepared and fairly present the consolidated financial
     condition and operations of the Company and its Subsidiaries at such date
     and the consolidated results of their operations for the period then ended,
     subject to normal year-end audit adjustments.

        6.5.    No Material Adverse Change. Since December 31, 2001, there has
occurred no change in the business, properties, condition (financial or
otherwise), performance, results of operations or prospects of the Company, any
other Borrower or the Company and its Subsidiaries taken as a whole, or any
other event which has had or could reasonably be expected to have a Material
Adverse Effect.

        6.6.    Taxes.

        (A)     Tax Examinations. All deficiencies which have been asserted
     against the Company or any of the Company's Subsidiaries as a result of any
     federal, state, local or foreign tax examination for each taxable year in
     respect of which an examination has been conducted have been fully paid or
     finally settled or are being contested in good faith, and no issue has been
     raised by any taxing authority in any such examination which, by
     application of similar principles, could reasonably be expected to result
     in assertion by such taxing authority of a material deficiency for any
     other year not so examined which has not been reserved for in the Company's
     consolidated financial statements to the extent, if any, required by
     Agreement Accounting Principles. Except as permitted pursuant to Section
     7.2(D), neither the Company nor any of the Company's Subsidiaries
     anticipates any tax liability with respect to the years which have not been
     closed pursuant to applicable law.

        (B)     Payment of Taxes. All material tax returns and reports of the
     Company and its Subsidiaries required to be filed have been timely filed,
     and all taxes, assessments, fees and other governmental charges thereupon
     and upon their respective property, assets, income and franchises which are
     shown in such returns or reports to be due and payable have been paid
     except those items which are being contested in good faith and have been
     reserved for in accordance with Agreement Accounting Principles. The
     Company has no knowledge of any proposed tax assessment against it or any
     of its Subsidiaries that will have or could reasonably be expected to have
     a Material Adverse Effect.

        6.7.    Litigation; Loss Contingencies and Violations. There is no
action, suit, proceeding, arbitration or, to the Company's knowledge,
investigation before or by any Governmental Authority or private arbitrator
pending or, to the Company's knowledge, threatened against or affecting the
Company or any of its Subsidiaries or any property of any of them, including,
without limitation, any such actions, suits, proceedings, arbitrations and

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investigations disclosed in the Company's SEC Forms 10-K and 10-Q (the
"Disclosed Litigation"), which (i) challenges the validity or the enforceability
of any material provision of the Transaction Documents or (ii) has or could
reasonably be expected to have a Material Adverse Effect. There is no material
loss contingency within the meaning of Agreement Accounting Principles which has
not been reflected in the consolidated financial statements of the Company
prepared and delivered pursuant to Section 7.1(A) for the fiscal period during
which such material loss contingency was incurred. Neither the Company nor any
of its Subsidiaries is (A) in violation of any applicable Requirements of Law
which violation could reasonably be expected to have a Material Adverse Effect,
or (B) subject to or in default with respect to any final judgment, writ,
injunction, restraining order or order of any nature, decree, rule or regulation
of any court or Governmental Authority which could reasonably be expected to
have a Material Adverse Effect.

        6.8.    Subsidiaries. Schedule 6.8 to this Agreement (i) contains a
description of the corporate structure of the Company, its Subsidiaries and any
other Person in which the Company or any of its Subsidiaries holds an Equity
Interest; and (ii) accurately sets forth (A) the correct legal name, the
jurisdiction of incorporation and the jurisdictions in which each of the Company
and the direct and indirect Subsidiaries of the Company are qualified to
transact business as a foreign corporation, (B) the authorized, issued and
outstanding shares of each class of Capital Stock of each of the Company's
Foreign Subsidiaries and the owners of such shares (both as of the Closing Date
and on a fully-diluted basis), and (C) a summary of the direct and indirect
partnership, joint venture, or other Equity Interests, if any, of the Company
and each of its Subsidiaries in any Person. Except as disclosed on Schedule 6.8,
none of the issued and outstanding Capital Stock of the Company's Foreign
Subsidiaries is subject to any vesting, redemption, or repurchase agreement, and
there are no warrants or options outstanding with respect to such Capital Stock.
The outstanding Capital Stock of each of the Company's Subsidiaries is duly
authorized, validly issued, fully paid and nonassessable and is not Margin
Stock.

        6.9.    ERISA. No Benefit Plan has incurred any material accumulated
funding deficiency (as defined in Sections 302(a)(2) of ERISA and 412(a) of the
Code) whether or not waived. Neither the Company nor any member of the
Controlled Group has incurred any material liability to the PBGC which remains
outstanding other than the payment of premiums. As of the last day of the most
recent prior plan year, the market value of assets under each Benefit Plan,
other than any Multiemployer Plan, was not by a material amount less than the
present value of benefit liabilities thereunder (determined in accordance with
the actuarial valuation assumptions described therein). Neither the Company nor
any member of the Controlled Group has (i) failed to make a required
contribution or payment to a Multiemployer Plan of a material amount or (ii)
incurred a material complete or partial withdrawal under Section 4203 or Section
4205 of ERISA from a Multiemployer Plan. Neither the Company nor any member of
the Controlled Group has failed to make an installment or any other payment of a
material amount required under Section 412 of the Code on or before the due date
for such installment or other payment. Each Plan, Foreign Employee Benefit Plan
and Non-ERISA Commitment complies in all material respects in form, and has been
administered in all material respects in accordance with its terms and in
accordance with all applicable laws and regulations, including but not limited
to ERISA and the Code. There have been no and there is no prohibited transaction
described in Sections 406 of ERISA or 4975 of the Code with respect to any Plan
for

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which a statutory or administrative exemption does not exist which could
reasonably be expected to subject the Company or any of is Subsidiaries to
material liability. Neither the Company nor any member of the Controlled Group
has taken or failed to take any action which would constitute or result in a
Termination Event, which action or inaction could reasonably be expected to
subject the Company or any of its Subsidiaries to material liability. Neither
the Company nor any member of the Controlled Group is subject to any material
liability under, or has any potential material liability under, Section 4063,
4064, 4069, 4204 or 4212(c) of ERISA. The present value of the aggregate
liabilities to provide all of the accrued benefits under any Foreign Pension
Plan do not exceed the current fair market value of the assets held in trust or
other funding vehicle for such plan by a material amount. With respect to any
Foreign Employee Benefit Plan other than a Foreign Pension Plan, reasonable
reserves have been established in accordance with prudent business practice or
where required by ordinary accounting practices in the jurisdiction in which
such plan is maintained. Neither the Company nor any other member of the
Controlled Group has taken or failed to take any action, nor has any event
occurred, with respect to any "employee benefit plan" (as defined in Section
3(3) of ERISA) which action, inaction or event could reasonably be expected to
subject the Company or any of its Subsidiaries to material liability. For
purposes of this Section 6.9, "material" means any amount, noncompliance or
other basis for liability which could reasonably be expected to subject the
Company or any of its Subsidiaries to liability, individually or in the
aggregate with each other basis for liability under this Section 6.9, in excess
of $2,000,000.

        6.10.   Accuracy of Information. The information, exhibits and reports
furnished by or on behalf of the Company and any of its Subsidiaries to the
Administrative Agent or to any Lender in connection with the negotiation of, or
compliance with, the Transaction Documents, the representations and warranties
of the Company and its Subsidiaries contained in the Transaction Documents, and
all certificates and documents delivered to the Administrative Agent and the
Lenders pursuant to the terms thereof, taken as a whole, do not contain as of
the date furnished any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements contained herein or
therein, in light of the circumstances under which they were made, not
misleading.

        6.11.   Securities Activities. Neither the Company nor any of its
Subsidiaries is engaged principally, or as one of its important activities, in
the business of extending credit for the purpose of purchasing or carrying
Margin Stock. Margin Stock constitutes less than 25% of the value of those
assets of the Company and its Subsidiaries which are subject to any limitation
on sale, pledge, or other restriction hereunder.

        6.12.   Material Agreements. Neither the Company nor any of its
Subsidiaries is a party to any Contractual Obligation or subject to any charter
or other corporate restriction which individually or in the aggregate has had or
could reasonably be expected to have a Material Adverse Effect. Neither the
Company nor any of its Subsidiaries has received notice or has knowledge that
(i) it is in default in the performance, observance or fulfillment of any of the
obligations, covenants or conditions contained in any Contractual Obligation
applicable to it, or (ii) any condition exists which, with the giving of notice
or the lapse of time or both, would constitute a default with respect to any
such Contractual Obligation, in each case, except where such default or
defaults, if any, individually or in the aggregate could not reasonably be
expected to have a Material Adverse Effect.

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        6.13.   Compliance with Laws. The Company and its Subsidiaries are in
compliance with all Requirements of Law applicable to them and their respective
businesses, in each case where the failure to so comply individually or in the
aggregate could reasonably be expected to have a Material Adverse Effect.

        6.14.   Assets and Properties. The Company and each of its Subsidiaries
has good and marketable title to all of its material assets and properties
(tangible and intangible, real or personal) owned by it or a valid leasehold
interest in all of its material leased assets (except insofar as marketability
may be limited by any laws or regulations of any Governmental Authority
affecting such assets), and all such assets and property are free and clear of
all Liens, except Liens permitted under Section 7.3(C). Substantially all of the
assets and properties owned by, leased to or used by the Company and/or each
such Subsidiary of the Company are in adequate operating condition and repair,
ordinary wear and tear excepted. Neither this Agreement nor any other
Transaction Document, nor any transaction contemplated under any such agreement,
will affect any right, title or interest of the Company or such Subsidiary in
and to any of such assets in a manner that could reasonably be expected to have
a Material Adverse Effect.

        6.15.   Statutory Indebtedness Restrictions. Neither the Company nor any
of its Subsidiaries is subject to regulation under the Public Utility Holding
Company Act of 1935, the Federal Power Act, the Investment Company Act of 1940,
or any other foreign, federal or state statute or regulation which limits its
ability to incur indebtedness or its ability to consummate the transactions
contemplated hereby.

        6.16.   Insurance. The insurance policies and programs in effect with
respect to the respective properties, assets, liabilities and business of the
Company and its Subsidiaries reflect coverage that is reasonably consistent with
prudent industry practice.

        6.17.   Environmental Matters.

        (A)     Environmental Representations. Except as disclosed on Schedule
     6.17 to this Agreement:

        (i)     the operations of the Company and its Subsidiaries comply in all
       material respects with Environmental, Health or Safety Requirements of
       Law;

        (ii)    the Company and its Subsidiaries have all material permits,
       licenses or other authorizations required under Environmental, Health or
       Safety Requirements of Law and are in material compliance with such
       permits;

        (iii)   neither the Company, any of its Subsidiaries nor any of their
       respective present property or operations, or, to the Company's or any
       of its Subsidiaries' knowledge, any of their respective past property or
       operations, are subject to or the subject of, any investigation known to
       the Company or any of its Subsidiaries, any judicial or administrative
       proceeding, order, judgment, decree, settlement or other agreement
       respecting: (A) any material violation of Environmental, Health or Safety
       Requirements of Law; (B) any remedial action; or (C) any material claims
       or

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       liabilities arising from the Release or threatened Release of a
       Contaminant into the environment;

        (iv)    there is not now, nor to the Company's or any of its
       Subsidiaries' knowledge has there ever been, on or in the property of
       the Company or any of its Subsidiaries any landfill, waste pile,
       underground storage tanks, aboveground storage tanks, surface impoundment
       or hazardous waste storage facility of any kind, any polychlorinated
       biphenyls (PCBs) used in hydraulic oils, electric transformers or other
       equipment, or any asbestos containing material; and

        (v)     neither the Company nor any of its Subsidiaries has any material
       Contingent Obligation in connection with any Release or threatened
       Release of a Contaminant into the environment.

        (B)     Materiality. For purposes of this Section 6.17 "material" means
     any noncompliance or basis for liability which could reasonably be likely
     to subject the Company or any of its Subsidiaries to liability,
     individually or in the aggregate, in excess of $2,000,000.

        6.18.   Representations and Warranties of each Subsidiary Borrower. Each
Subsidiary Borrower represents and warrants to the Lenders that:

        (A)     Organization and Corporate Powers. Such Subsidiary Borrower (i)
     is a company duly formed and validly existing and in good standing under
     the laws of the state or country of its organization (such jurisdiction
     being hereinafter referred to as the "Home Country") and (ii) has the
     requisite power and authority to own its property and assets and to carry
     on its business substantially as now conducted except where the failure to
     have such requisite authority would not reasonably be expected to have a
     Material Adverse Effect.

        (B)     Binding Effect. Each Loan Document executed by such Subsidiary
     Borrower is the legal, valid and binding obligation of such Subsidiary
     Borrower enforceable in accordance with its respective terms, except as
     enforceability may be limited by bankruptcy, insolvency or similar laws
     affecting the enforcement of creditors' rights generally and general
     equitable principles.

        (C)     No Conflict; Government Consent. Neither the execution and
     delivery by such Subsidiary Borrower of the Loan Documents to which it is a
     party, nor the consummation by it of the transactions therein contemplated
     to be consummated by it, nor compliance by such Subsidiary Borrower with
     the provisions thereof will violate any law, rule, regulation, order, writ,
     judgment, injunction, decree or award binding on such Subsidiary Borrower
     or any of its Subsidiaries or such Subsidiary Borrower's or any of its
     Subsidiaries' memoranda or articles of association or the provisions of any
     indenture, instrument or agreement to which such Subsidiary Borrower or any
     of its Subsidiaries is a party or is subject, or by which it, or its
     property, is bound, or conflict with or constitute a default thereunder, or
     result in the creation or imposition of any lien in, of or on the property
     of such Subsidiary Borrower or any of its Subsidiaries pursuant to the
     terms of

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     any such indenture, instrument or agreement in any such case which
     violation, conflict, default, creation or imposition would not reasonably
     be expected to have a Material Adverse Effect. No order, consent, approval,
     license, authorization, or validation of, or filing, recording or
     registration with, or exemption by, any Governmental Authority is required
     to authorize, or is required in connection with the execution, delivery and
     performance of, or the legality, validity, binding effect or enforceability
     of, any of the Loan Documents, except for such as have been obtained or
     made.

        (D)     Filing. To ensure the enforceability or admissibility in
     evidence of this Agreement and each Loan Document to which such Subsidiary
     Borrower is a party in its Home Country, it is not necessary that this
     Agreement or any other Loan Document to which such Subsidiary Borrower is a
     party or any other document be filed or recorded with any court or other
     authority in its Home Country or that any stamp or similar tax be paid to
     or in respect of this Agreement or any other Loan Document of such
     Subsidiary Borrower. The qualification by any Lender or the Administrative
     Agent for admission to do business under the laws of such Subsidiary
     Borrower's Home Country does not constitute a condition to, and the failure
     to so qualify does not affect, the exercise by any Lender or the
     Administrative Agent of any right, privilege, or remedy afforded to any
     Lender or the Administrative Agent in connection with the Loan Documents to
     which such Subsidiary Borrower is a party or the enforcement of any such
     right, privilege, or remedy against Subsidiary Borrower. The performance by
     any Lender or the Administrative Agent of any action required or permitted
     under the Loan Documents will not (i) violate any law or regulation of such
     Subsidiary Borrower's Home Country or any political subdivision thereof,
     (ii) result in any tax or other monetary liability to such party pursuant
     to the laws of such Subsidiary Borrower's Home Country or political
     subdivision or taxing authority thereof (provided that, should any such
     action result in any such tax or other monetary liability to the Lender or
     the Administrative Agent, the Borrowers hereby agree to indemnify such
     Lender or the Administrative Agent, as the case may be, against (x) any
     such tax or other monetary liability and (y) any increase in any tax or
     other monetary liability which results from such action by such Lender or
     the Administrative Agent and, to the extent the Borrowers make such
     indemnification, the incurrence of such liability by the Administrative
     Agent or any Lender will not constitute a Default) or (iii) violate any
     rule or regulation of any federation or organization or similar entity of
     which the such Subsidiary Borrower's Home Country is a member.

        (E)     No Immunity. Neither such Subsidiary Borrower nor any of its
     assets is entitled to immunity from suit, execution, attachment or other
     legal process. Such Subsidiary Borrower's execution and delivery of the
     Loan Documents to which it is a party constitute, and the exercise of its
     rights and performance of and compliance with its obligations under such
     Loan Documents will constitute, private and commercial acts done and
     performed for private and commercial purposes.

        (F)     Application of Representations and Warranties. It is understood
     and agreed by the parties hereto that the representations and warranties of
     each Subsidiary Borrower in this Section 6.18 shall only be applicable to
     such Subsidiary Borrower on and after the date of its execution of an
     Assumption Letter.

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        6.19.   Benefits. Each of the Company and its Subsidiaries will benefit
from the financing arrangement established by this Agreement. The Administrative
Agent and the Lenders have stated and the Company acknowledges that, but for the
agreement by each of the Subsidiary Guarantors to execute and deliver the
Subsidiary Guaranty, the Administrative Agent and the Lenders would not have
made available the credit facilities established hereby on the terms set forth
herein.

        6.20.   Solvency. After giving effect to (i) the Loans to be made on the
Closing Date or such other date as Loans requested hereunder are made, (ii) the
other transactions contemplated by this Agreement and the other Transaction
Documents and (iii) the payment and accrual of all transaction costs with
respect to the foregoing, the Company and its Subsidiaries taken as a whole are
Solvent.

                             ARTICLE VII: COVENANTS

        The Company covenants and agrees that so long as any Commitments are
outstanding and thereafter until all of the Termination Conditions have been
satisfied, unless the Required Lenders shall otherwise give prior written
consent:

        7.1.    Reporting. The Company shall:

        (A)     Financial Reporting. Furnish to the Administrative Agent (with
sufficient copies for each of the Lenders):

        (i)     Quarterly Reports. As soon as practicable and in any event
       within sixty (60) days after the end of the first three quarterly
       periods of each of its fiscal years, the consolidated balance sheet of
       the Company and its Subsidiaries as at the end of such period and the
       related consolidated statements of income and cash flows of the Company
       and its Subsidiaries for such fiscal quarter and for the period from the
       beginning of the then current fiscal year to the end of such fiscal
       quarter, certified by a Financial Officer of the Company on behalf of the
       Company and its Subsidiaries as fairly presenting the consolidated
       financial position of the Company and its Subsidiaries as at the dates
       indicated and the results of their operations and cash flows for the
       periods indicated in accordance with Agreement Accounting Principles,
       subject to normal year-end audit adjustments and the absence of
       footnotes.

        (ii)    Annual Reports. As soon as practicable, and in any event within
       one hundred twenty (120) days after the end of each fiscal year, (a) the
       consolidated balance sheet of the Company and its Subsidiaries as at the
       end of such fiscal year and the related consolidated statements of
       income, stockholders' equity and cash flows of the Company and its
       Subsidiaries for such fiscal year, and in comparative form the
       corresponding figures for the previous fiscal year along with
       consolidating schedules in form and substance sufficient to calculate the
       financial covenants set forth in Section 7.4, and (b) an audit report on
       the consolidated financial statements (but not the consolidating
       financial statements or schedules) listed in clause (a) hereof of
       independent certified public accountants of recognized national standing,
       which audit report shall be unqualified and shall state that such
       financial statements fairly

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       present the consolidated financial position of the Company and its
       Subsidiaries as at the dates indicated and the results of their
       operations and cash flows for the periods indicated in conformity with
       Agreement Accounting Principles and that the examination by such
       accountants in connection with such consolidated financial statements has
       been made in accordance with generally accepted auditing standards. The
       deliveries made pursuant to this clause (ii) shall be accompanied by (x)
       any management letter prepared by the above-referenced accountants, and
       (y) a certificate of such accountants that, in the course of their
       examination necessary for their certification of the foregoing, they have
       obtained no knowledge of any Default or Unmatured Default, or if, in the
       opinion of such accountants, any Default or Unmatured Default shall
       exist, stating the nature and status thereof.

        (iii)   Officer's Certificate. Together with each delivery of any
       financial statement (a) pursuant to clauses (i) or (ii) of this Section
       7.1(A), an Officer's Certificate of the Company, substantially in the
       form of Exhibit F attached hereto and made a part hereof, stating that
       (x) the representations and warranties of the Company contained in
       Article VI hereof shall have been true and correct (unless such
       representation or warranty is made as of a specific date, in which case,
       such representation and warranty shall be true and correct as of such
       date) at all times during the period covered by such financial statements
       and as of the date of such Officer's Certificate and (y) as of the date
       of such Officer's Certificate no Default or Unmatured Default exists, or
       if any Default or Unmatured Default exists, stating the nature and status
       thereof and (b) pursuant to clauses (i) and (ii) of this Section 7.1(A),
       a compliance certificate, substantially in the form of Exhibit G attached
       hereto and made a part hereof, signed by an Authorized Officer, which
       demonstrates compliance with the financial tests contained in Section 7.3
       and Section 7.4, and which calculates the Leverage Ratio for purposes of
       determining the then Applicable Floating Rate Margin, Applicable
       Eurodollar Margin, Applicable L/C Fee Percentage and Applicable
       Commitment Fee Percentage.

        (iv)    Budgets; Business Plans; Financial Projections. As soon as
       practicable and in any event not later than thirty (30) days after the
       beginning of each fiscal year commencing with the fiscal year beginning
       January 1, 2001, a copy of the plan and forecast (including a projected
       balance sheet, income statement and a statement of cash flow) of the
       Company and its Subsidiaries for the upcoming three (3) fiscal years
       prepared in such detail as shall be reasonably satisfactory to the
       Administrative Agent.

        (B)     Notice of Default. Promptly upon any of the chief executive
     officer, chief operating officer, chief financial officer, treasurer,
     controller, chief legal officer or general counsel of the Company obtaining
     knowledge (i) of any condition or event which constitutes a Default or
     Unmatured Default, or becoming aware that any Lender or Administrative
     Agent has given any written notice with respect to a claimed Default or
     Unmatured Default under this Agreement, or (ii) that any Person has given
     any written notice to the Company or any Subsidiary of the Company or taken
     any other action with respect to a claimed default or event or condition of
     the type referred to in Section 8.1(E), or (iii) that any other
     development, financial or otherwise, which could reasonably be

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     expected to have a Material Adverse Effect has occurred, the Company shall
     deliver to the Administrative Agent and the Lenders an Officer's
     Certificate specifying (a) the nature and period of existence of any such
     claimed default, Default, Unmatured Default, condition or event, (b) the
     notice given or action taken by such Person in connection therewith, and
     (c) what action the Company has taken, is taking and proposes to take with
     respect thereto.

        (C)     Lawsuits.

        (i)     Promptly upon the Company obtaining knowledge of the institution
       of, or written threat of, any action, suit, proceeding, governmental
       investigation or arbitration, by or before any Governmental Authority,
       against or affecting the Company or any of its Subsidiaries or any
       property of the Company or any of its Subsidiaries not previously
       disclosed pursuant to Section 6.7, which action, suit, proceeding,
       governmental investigation or arbitration exposes, or in the case of
       multiple actions, suits, proceedings, governmental investigations or
       arbitrations arising out of the same general allegations or circumstances
       which expose, in the Company's reasonable judgment, the Company and/or
       any of its Subsidiaries to liability in an amount aggregating $2,000,000
       or more, give written notice thereof to the Administrative Agent and the
       Lenders and provide such other information as may be reasonably available
       to enable each Lender and the Administrative Agent and its counsel to
       evaluate such matters; and

        (ii)    Promptly upon the Company or any of its Subsidiaries obtaining
       knowledge of any material adverse developments with respect to any of
       the Disclosed Litigation, which Disclosed Litigation exposes, in the
       Company's reasonable judgment, the Company and/or any of its Subsidiaries
       to liability in an amount aggregating $2,000,000 or more, give written
       notice thereof to the Administrative Agent and the Lenders and provide
       such other information as may be reasonably available to enable each
       Lender and the Administrative Agent and its counsel to evaluate such
       matters; and

        (iii)   In addition to the requirements set forth in clauses (i) and
       (ii) of this Section 7.1(C), upon request of the Administrative Agent or
       the Required Lenders, promptly give written notice of the status of any
       Disclosed Litigation or any action, suit, proceeding, governmental
       investigation or arbitration covered by a report delivered pursuant to
       clause (i) above and provide such other information as may be reasonably
       available to it that would not jeopardize any attorney-client privilege
       by disclosure to the Lenders to enable each Lender and the Administrative
       Agent and its counsel to evaluate such matters.

        (D)     ERISA Notices. Deliver or cause to be delivered to the
     Administrative Agent and the Lenders, at the Company's expense, the
     following information and notices as soon as reasonably possible, and in
     any event:

        (i)     (a) within ten (10) Business Days after the Company obtains
       knowledge that a Termination Event has occurred, a written statement of
       a Financial Officer of

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       the Company describing such Termination Event and the action, if any,
       which the Company has taken, is taking or proposes to take with respect
       thereto, and when known, any action taken or threatened by the IRS, DOL
       or PBGC with respect thereto and (b) within ten (10) Business Days after
       any member of the Controlled Group obtains knowledge that a Termination
       Event has occurred which could reasonably be expected to subject the
       Company or any of its Subsidiaries to liability in excess of $2,000,000,
       a written statement of a Financial Officer or designee of the Company
       describing such Termination Event and the action, if any, which the
       member of the Controlled Group has taken, is taking or proposes to take
       with respect thereto, and when known, any action taken or threatened by
       the IRS, DOL or PBGC with respect thereto;

        (ii)    within ten (10) Business Days after the filing of any funding
       waiver request with the IRS, a copy of such funding waiver request and
       thereafter all communications received by the Company or a member of the
       Controlled Group with respect to such request within ten (10) Business
       Days such communication is received; and

        (iii)   within ten (10) Business Days after the Company or any member of
       the Controlled Group knows or has reason to know that (a) a
       Multiemployer Plan has been terminated, (b) the administrator or plan
       sponsor of a Multiemployer Plan intends to terminate a Multiemployer
       Plan, or (c) the PBGC has instituted or will institute proceedings under
       Section 4042 of ERISA to terminate a Multiemployer Plan, a notice
       describing such matter.

     For purposes of this Section 7.1(D), the Company, any of its Subsidiaries
     and any member of the Controlled Group shall be deemed to know all facts
     known by the administrator of any Plan of which the Company or any member
     of the Controlled Group or such Subsidiary is the plan sponsor.

        (E)     Other Indebtedness. Deliver to the Administrative Agent (i) a
     copy of each regular report, notice or communication regarding potential or
     actual defaults or amortization events (including any accompanying
     officer's certificate) delivered by or on behalf of the Company to the
     holders of Material Indebtedness pursuant to the terms of the agreements
     governing such Material Indebtedness, such delivery to be made at the same
     time and by the same means as such notice of default is delivered to such
     holders, and (ii) a copy of each notice or other communication received by
     the Company from the holders of Material Indebtedness regarding potential
     or actual defaults pursuant to the terms of such Material Indebtedness,
     such delivery to be made promptly after such notice or other communication
     is received by the Company or any of its Subsidiaries.

        (F)     Other Reports. Deliver or cause to be delivered to the
     Administrative Agent and the Lenders copies of (i) all financial
     statements, reports and notices, if any, sent or made available generally
     by the Company to their securities holders or filed with the Commission by
     the Company, (ii) all press releases made available generally by the
     Company or any of the Company's Subsidiaries to the public concerning
     material developments in the business of the Company or any such Subsidiary
     and (iii) all

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     notifications received from the Commission by the Company or its
     Subsidiaries pursuant to the Securities Exchange Act of 1934 and the rules
     promulgated thereunder.

        (G)     Environmental Notices. As soon as possible and in any event
     within ten (10) days after receipt by the Company, deliver to the
     Administrative Agent and the Lenders a copy of (i) any notice or claim to
     the effect that the Company or any of its Subsidiaries is or may be liable
     to any Person as a result of the Release by the Company, any of its
     Subsidiaries, or any other Person of any Contaminant into the environment,
     and (ii) any notice alleging any violation of any Environmental, Health or
     Safety Requirements of Law by the Company or any of its Subsidiaries if, in
     either case, such notice or claim relates to an event which could
     reasonably be expected to subject the Company and its Subsidiaries to
     liability individually or in the aggregate in excess of $2,000,000.

        (H)     Other Information. Promptly upon receiving a request therefor
     from the Administrative Agent, prepare and deliver to the Administrative
     Agent and the Lenders such other information with respect to the Company,
     any of its Subsidiaries, as from time to time may be reasonably requested
     by the Administrative Agent.

        7.2.    Affirmative Covenants.

        (A)     Existence, Etc. The Company shall and, except as permitted
     pursuant to Section 7.3(H), shall cause each of its Subsidiaries to, at all
     times maintain its existence and preserve and keep, or cause to be
     preserved and kept, in full force and effect its rights and franchises
     material to its businesses.

        (B)     Corporate Powers; Conduct of Business. The Company shall, and
     shall cause each of its Subsidiaries to, qualify and remain qualified to do
     business in each jurisdiction in which the nature of its business requires
     it to be so qualified and where the failure to be so qualified will have or
     could reasonably be expected to have a Material Adverse Effect. The Company
     will, and will cause each Subsidiary to, carry on and conduct its business
     in substantially the same manner and in substantially the same fields of
     enterprise as it is presently conducted.

        (C)     Compliance with Laws, Etc. The Company shall, and shall cause
     its Subsidiaries to, (a) comply with all Requirements of Law and all
     restrictive covenants affecting such Person or the business, properties,
     assets or operations of such Person, and (b) obtain as needed all permits
     necessary for its operations and maintain such permits in good standing
     unless failure to comply or obtain such permits could not reasonably be
     expected to have a Material Adverse Effect.

        (D)     Payment of Taxes and Claims; Tax Consolidation. The Company
     shall pay, and cause each of its Subsidiaries to pay, (i) all taxes,
     assessments and other governmental charges imposed upon it or on any of its
     properties or assets or in respect of any of its franchises, business,
     income or property before any penalty or interest accrues thereon, and (ii)
     all claims (including, without limitation, claims for labor, services,
     materials and supplies) for sums which have become due and payable and
     which by law

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     have or may become a Lien (other than a Lien permitted by Section 7.3(C))
     upon any of the Company's or such Subsidiary's property or assets, prior to
     the time when any penalty or fine shall be incurred with respect thereto;
     provided, however, that no such taxes, assessments and governmental charges
     referred to in clause (i) above or claims referred to in clause (ii) above
     (and interest, penalties or fines relating thereto) need be paid if being
     contested in good faith by appropriate proceedings diligently instituted
     and conducted and if such reserve or other appropriate provision, if any,
     as shall be required in conformity with Agreement Accounting Principles
     shall have been made therefor.

        (E)     Insurance. The Company shall maintain for itself and its
     Subsidiaries, or shall cause each of its Subsidiaries to maintain in full
     force and effect, insurance policies and programs, with such deductibles or
     self-insurance amounts as reflect coverage that is reasonably consistent
     with prudent industry practice as determined by the Company.

        (F)     Inspection of Property; Books and Records; Discussions. The
     Company shall permit and cause each of its Subsidiaries to permit, any
     authorized representative(s) designated by either the Administrative Agent
     or any Lender to visit and inspect any of the properties of the Company or
     any of its Subsidiaries, to examine their respective financial and
     accounting records and other material data relating to their respective
     businesses or the transactions contemplated hereby (including, without
     limitation, in connection with environmental compliance, hazard or
     liability), and to discuss their affairs, finances and accounts with their
     officers and independent certified public accountants, all upon reasonable
     notice and at such reasonable times during normal business hours, as often
     as may be reasonably requested (provided that an officer of the Company or
     any of its Subsidiaries may, if it so desires, be present at and
     participate in any such discussion). The Company shall keep and maintain,
     and cause each of its Subsidiaries to keep and maintain, in all material
     respects, proper books of record and account in which entries in conformity
     with Agreement Accounting Principles shall be made of all dealings and
     transactions in relation to their respective businesses and activities. If
     a Default has occurred and is continuing, the Company, upon the
     Administrative Agent's request, shall turn over copies of any such records
     to the Administrative Agent or its representatives.

        (G)     ERISA Compliance. The Company shall, and shall cause each of its
     Subsidiaries to, establish, maintain and operate all Plans to comply in all
     material respects with the provisions of ERISA and shall operate all Plans
     to comply in all material respects with the applicable provisions of the
     Code, all other applicable laws, and the regulations and interpretations
     thereunder and the respective requirements of the governing documents for
     such Plans, except for any noncompliance which, individually or in the
     aggregate, could not reasonably be expected to subject the Company or any
     of its Subsidiaries to liability, individually or in the aggregate, in
     excess of $5,000,000.

        (H)     Maintenance of Property. The Company shall cause all property
     used or useful in the conduct of its business or the business of any
     Subsidiary to be maintained and kept in good condition, repair and working
     order and supplied with all necessary equipment and shall cause to be made
     all necessary repairs, renewals, replacements, betterments and improvements
     thereof, all as in the judgment of the Company may be

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     necessary so that the business carried on in connection therewith may be
     properly and advantageously conducted at all times; provided, however, that
     nothing in this Section 7.2(H) shall prevent the Company or any of its
     Subsidiaries from discontinuing the operation or maintenance of any of such
     property if such discontinuance is, in the judgment of the Company,
     desirable in the conduct of its business or the business of any Subsidiary
     and not disadvantageous in any material respect to the Administrative Agent
     or the Lenders.

        (I)     Environmental Compliance. The Company and its Subsidiaries shall
     comply with all Environmental, Health or Safety Requirements of Law, except
     where noncompliance will not have or is not reasonably likely to subject
     the Company or any of its Subsidiaries to liability, individually or in the
     aggregate, in excess of $5,000,000.

        (J)     Use of Proceeds. The Borrowers shall use the proceeds of the
     Revolving Loans to provide funds for general corporate purposes of the
     Company and its Subsidiaries, including, without limitation, to refinance
     certain existing debt, for working capital purposes and to finance
     Permitted Acquisitions. The Company will not, nor will they permit any
     Subsidiary to, use any of the proceeds of the Loans to purchase or carry
     any Margin Stock in violation of any applicable legal and regulatory
     requirements including, without limitation, Regulations T, U, and X, the
     Securities Act of 1933 and the Securities Exchange Act of 1934 and the
     regulations promulgated thereunder, or to make any Acquisition, other than
     a Permitted Acquisition pursuant to Section 7.3(F).

        (K)     Subsidiary Guarantors.

        (i)     New Subsidiaries. The Company shall cause each New Subsidiary
       that is, at any time, a Material Subsidiary (other than any Excluded
       Foreign Subsidiary) and each other Subsidiary as is necessary to remain
       in compliance with the terms of Section 7.3(Q), to deliver to the
       Administrative Agent an executed Guarantor Agreement or an executed
       supplement to become a Subsidiary Guarantor under any Guarantor Agreement
       in the form of the supplement attached thereto (a "Supplement") and
       appropriate corporate resolutions, opinions and other documentation in
       form and substance reasonably satisfactory to the Administrative Agent,
       such Supplement and other documentation to be delivered to the
       Administrative Agent as promptly as possible upon the creation,
       acquisition of or capitalization thereof or if otherwise necessary to
       remain in compliance with Section 7.3(Q), but in any event within thirty
       (30) days of such creation, acquisition or capitalization.

        (ii)    Additional Material Subsidiaries. If any consolidated Subsidiary
       of the Company (other than a New Subsidiary to the extent addressed in
       Section 7.2(K)(i)) becomes a Material Subsidiary (other than an Excluded
       Foreign Subsidiary), the Company shall cause any such Material Subsidiary
       to deliver to the Administrative Agent an executed Supplement to become a
       Subsidiary Guarantor and appropriate corporate resolutions, opinions and
       other documentation in form and substance reasonably satisfactory to the
       Administrative Agent in connection therewith, such Supplement and other
       documentation to be delivered to the Administrative Agent as

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       promptly as possible but in any event within thirty (30) days following
       the date on which such consolidated Subsidiary became a Material
       Subsidiary.

        (iii)   Other Required Guarantors. If at any time any Subsidiary of the
       Company which is not a Subsidiary Guarantor guaranties any Indebtedness
       of the Company other than the Indebtedness hereunder, the Company shall
       cause such Subsidiary to deliver to the Administrative Agent an executed
       Supplement to become a Subsidiary Guarantor and appropriate corporate
       resolutions, opinions and other documentation in form and substance
       reasonably satisfactory to the Administrative Agent in connection
       therewith, such Supplement and other documentation to be delivered to the
       Administrative Agent concurrently with the delivery of the guaranty of
       such other Indebtedness.

        (iv)    Additional Excluded Foreign Subsidiaries. In the event any
       Subsidiary otherwise required to become a Guarantor under paragraphs
       (ii) or (iii) above would cause the Company adverse tax consequences if
       it were to become a Guarantor or is restricted from becoming a Guarantor
       as a result of domestic laws or otherwise, the Administrative Agent may,
       in its discretion, permit such Subsidiary to be treated as an Excluded
       Foreign Subsidiary, and, accordingly, such Subsidiary would not be
       required to become a Guarantor.

        (L)     Foreign Employee Benefit Compliance. The Company shall, and
     shall cause each of its Subsidiaries and each member of its Controlled
     Group to, establish, maintain and operate all Foreign Employee Benefit
     Plans to comply in all material respects with all laws, regulations and
     rules applicable thereto and the respective requirements of the governing
     documents for such Plans, except for failures to comply which, in the
     aggregate, would not be reasonably likely to subject the Company or any of
     its Subsidiaries to liability, individually or in the aggregate, in excess
     of $5,000,000.

        7.3.    Negative Covenants.

        (A)     Subsidiary Indebtedness. The Company shall not permit any of its
     Subsidiaries directly or indirectly to create, incur, assume or otherwise
     become or remain directly or indirectly liable with respect to any
     Indebtedness, except:

        (i)     Indebtedness of the Subsidiaries under the Subsidiary Guaranty;

        (ii)    Indebtedness in respect of guaranties executed by any Subsidiary
       Guarantor with respect to any Indebtedness of the Company, provided such
       Indebtedness is not incurred by the Company in violation of this
       Agreement;

        (iii)   Indebtedness in respect of obligations secured by Customary
       Permitted Liens;

        (iv)    Indebtedness constituting Contingent Obligations permitted by
       Section 7.3(E);

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        (v)     Unsecured Indebtedness arising from loans (a) from any
       Subsidiary to any wholly-owned Subsidiary, or (b) from the Company to
       any wholly-owned Subsidiary, or (c) from Lealand Finance Company B.V., a
       Netherlands corporation and wholly-owned Subsidiary of the Borrower, to
       any Subsidiary (other than any Subsidiary Guarantor) in an aggregate
       outstanding principal amount not to exceed $20,000,000 at any time;
       provided, that if either the Company or any Subsidiary Guarantor is the
       obligor on such Indebtedness, such Indebtedness may only be due either
       the Company or a Subsidiary Guarantor and shall be expressly subordinate
       to the payment in full in cash of the Obligations on terms satisfactory
       to the Administrative Agent;

        (vi)    Indebtedness in respect of Hedging Obligations which are not
       prohibited under Section 7.3(O);

        (vii)   Indebtedness with respect to surety, appeal and performance
       bonds and Performance Letters of Credit obtained by any of the Company's
       Subsidiaries in the ordinary course of business;

        (viii)  Indebtedness (a) evidenced by letters of credit in an aggregate
       face amount not to exceed at any time $35,000,000 issued in the ordinary
       course of business to secure obligations of the Company and its
       Subsidiaries under workers' compensation and other social security
       programs, and Contingent Obligations with respect to any such permitted
       letters of credit, and (b) constituting payment or other obligations to
       Praxair or its Affiliates in respect of employee benefits under the
       Employee Benefits Disaffiliation Agreement dated January 1, 1997, between
       Chicago Bridge & Iron Company and Praxair, as amended from time to time;

        (ix)    from and after the date of the H-B Acquisition, the term
       indebtedness originally issued by Howe-Baker in favor Air Liquide and
       assumed by the Company pursuant to the H-B Acquisition Agreement in an
       aggregate principal amount up to $5,700,000; and

        (x)     Other Indebtedness, including Permitted Existing Indebtedness,
       in addition to that referred to elsewhere in this Section 7.3(A)
       incurred by the Company's Subsidiaries; provided that no Default or
       Unmatured Default shall have occurred and be continuing at the date of
       such incurrence or would result therefrom; and provided further that the
       aggregate outstanding amount of all Indebtedness incurred by the
       Company's Subsidiaries (other than Indebtedness incurred pursuant to
       clauses (i), (ii), (iv), (v), (vi), (vii), (viii) and (ix) of this
       Section 7.3(A)) shall not at any time exceed $20,000,000.

        (B)     Sales of Assets. Neither the Company nor any of its Subsidiaries
     shall consummate any Asset Sale, except:

        (i)     sales of inventory in the ordinary course of business;

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        (ii)    the disposition in the ordinary course of business of equipment
       that is obsolete, excess or no longer used or useful in the Company's or
       its Subsidiaries' businesses;

        (iii)   transfers of assets between the Company and any wholly-owned
       Subsidiary of the Company, or between wholly-owned Subsidiaries of the
       Company not otherwise prohibited by this Agreement;

        (iv)    the Permitted Sale and Leaseback Transactions;

        (v)     the sale or other disposition of (a) all of the assets
       comprising the UltraPure System business operations of the Company, and
       (b) all of the assets comprising the XL Technology Systems, Inc. business
       unit of the Company, in each case, on terms reasonably acceptable to the
       Administrative Agent; and

        (vi)    other leases, sales or other dispositions of assets if such
       transaction (a) is for consideration consisting at least eighty percent
       (80%) of cash, (b) is for not less than fair market value (as determined
       in good faith by the Company's board of directors), and (c) involves
       assets that, together with all other assets of the Company and its
       Subsidiaries previously leased, sold or disposed of (other than pursuant
       to clauses (i) through (v) above) as permitted by this Section (x) during
       the twelve-month period ending with the month in which any such lease,
       sale or other disposition occurs, do not constitute a Substantial Portion
       of the assets of the Company and its Subsidiaries and (y) since the
       Closing Date do not exceed $30,000,000, in each case when combined with
       all such other transactions during such period (each such transaction
       being valued at book value).

        (C)     Liens. Neither the Company nor any of its Subsidiaries shall
     directly or indirectly create, incur, assume or permit to exist any Lien on
     or with respect to any of their respective property or assets except:

        (i)     Liens, if any, created by the Loan Documents or otherwise
       securing the Obligations;

        (ii)    Liens, if any, created by the "Loan Documents" or otherwise
       securing the "Obligations" under (and as such terms are defined in) the
       4-Year Credit Agreement;

        (iii)   Customary Permitted Liens;

        (iv)    other Liens, including Permitted Existing Liens, (a) securing
       Indebtedness of the Company (other than Indebtedness of the Company owed
       to any Subsidiary) and/or (b) securing Indebtedness of the Company's
       Subsidiaries as permitted pursuant to Section 7.3(A) and in an aggregate
       outstanding amount not to exceed ten percent (10%) of consolidated assets
       of the Company and its Subsidiaries at any time.

     In addition, neither the Company nor any of its Subsidiaries shall become a
     party to any agreement, note, indenture or other instrument, or take any
     other action, which would prohibit the creation of a Lien on any of its
     properties or other assets in favor of the

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     Administrative Agent as collateral for the Obligations; provided that any
     agreement, note, indenture or other instrument in connection with purchase
     money Indebtedness (including Capitalized Leases) incurred in compliance
     with the terms of this Agreement may prohibit the creation of a Lien in
     favor of the Administrative Agent and the Lenders on the items of property
     obtained with the proceeds of such Indebtedness.

        (D)     Investments. Except to the extent permitted pursuant to Section
     7.3(F), neither the Company nor any of its Subsidiaries shall directly or
     indirectly make or own any Investment except:

        (i)     Investments in cash and Cash Equivalents;

        (ii)    Permitted Existing Investments in an amount not greater than the
       amount thereof on the Closing Date;

        (iii)   Investments in trade receivables or received in connection with
       the bankruptcy or reorganization of suppliers and customers and in
       settlement of delinquent obligations of, and other disputes with,
       customers and suppliers arising in the ordinary course of business;

        (iv)    Investments consisting of deposit accounts maintained by the
       Company and its Subsidiaries;

        (v)     Investments consisting of non-cash consideration from a sale,
       assignment, transfer, lease, conveyance or other disposition of property
       permitted by Section 7.3(B);

        (vi)    Investments in any consolidated Subsidiaries (other than joint
       ventures);

        (vii)   Investments in joint ventures and nonconsolidated Subsidiaries
       in an aggregate amount not to exceed $10,000,000;

        (viii)  Investments constituting Permitted Acquisitions;

        (ix)    Investments constituting Indebtedness permitted by Section
       7.3(A) or Contingent Obligations permitted by Section 7.3(E);

        (x)     Investments in addition to those referred to elsewhere in this
       Section 7.3(D) in an aggregate amount not to exceed $7,000,000.

        (E)     Contingent Obligations. None of the Company's Subsidiaries shall
     directly or indirectly create or become or be liable with respect to any
     Contingent Obligation, except: (i) recourse obligations resulting from
     endorsement of negotiable instruments for collection in the ordinary course
     of business; (ii) Permitted Existing Contingent Obligations; (iii)
     Contingent Obligations (x) incurred by any Subsidiary of the Company to
     support the performance of bids, tenders, sales, contracts (other than for
     the repayment of borrowed money) of any other Subsidiary of the Company in
     the ordinary course of business, and (y) with respect to surety, appeal and
     performance bonds

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     obtained by the Company or any Subsidiary in the ordinary course of
     business provided that the Indebtedness with respect thereto is permitted
     pursuant to Section 7.3(A); and (iv) Contingent Obligations of the
     Subsidiary Guarantors under the Subsidiary Guaranty.

        (F)     Conduct of Business; Subsidiaries; Permitted Acquisitions.
     Neither the Company nor any of its Subsidiaries shall engage in any
     business other than the businesses engaged in by the Company and its
     Subsidiaries on the Closing Date and any business or activities which are
     substantially similar, related or incidental thereto or logical extensions
     thereof. The Company shall not create, acquire or capitalize any Subsidiary
     after the Effective Date unless (i) no Default or Unmatured Default shall
     have occurred and be continuing or would result therefrom; (ii) after such
     creation, acquisition or capitalization, all of the representations and
     warranties contained herein shall be true and correct (unless such
     representation and warranty is made as of a specific date, in which case,
     such representation or warranty shall be true and correct as of such date);
     and (iii) after such creation, acquisition or capitalization the Company
     and such Subsidiary shall be in compliance with the terms of Sections
     7.2(K) and 7.3(R). Neither the Company nor its Subsidiaries shall make any
     Acquisitions, other than (x) the H-B Acquisition and the PDM Acquisition,
     and (y) other Acquisitions meeting the following requirements or otherwise
     approved by the Required Lenders (the H-B Acquisition, the PDM Acquisition
     and each such other Acquisition constituting a "Permitted Acquisition"):

                (a)     as of the date of consummation of such Acquisition
        (before and after taking into account such Acquisition), all
        representations and warranties set forth in this Agreement and the other
        Loan Documents shall be true and correct in all material respects as
        though made on such date (unless such representation and warranty is
        made as of a specific date, in which case, such representation and
        warranty shall be true and correct as of such date) and no event shall
        have occurred and then be continuing which constitutes a Default or
        Unmatured Default under this Agreement;

                (b)     prior to the consummation of any such Permitted
        Acquisition, the Company shall provide written notification to the
        Administrative Agent of all pro forma adjustments to EBITDA to be made
        in connection with such Acquisition;

                (c)     the purchase is consummated pursuant to a negotiated
        acquisition agreement on a non-hostile basis and approved by the target
        company's board of directors (and shareholders, if necessary) prior to
        the consummation of the Acquisition;

                (d)     the businesses being acquired shall be substantially
        similar, related or incidental to the businesses or activities engaged
        in by the Company and its Subsidiaries on the Closing Date;

                (e)     prior to such Acquisition and the incurrence of any
        Indebtedness permitted by Section 7.3(A) in connection therewith, the
        Company shall deliver to the Administrative Agent and the Lenders a
        certificate from one of the Authorized

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        Officers, demonstrating, on a pro forma basis using unadjusted
        historical audited or reviewed unaudited financial statements obtained
        from the seller(s) in respect of each such Acquisition as if the
        Acquisition and such incurrence of Indebtedness had occurred on the
        first day of the twelve-month period ending on the last day of the
        Company's most recently completed fiscal quarter, the Company would have
        been in compliance with the financial covenants in Section 7.4 and not
        otherwise in Default; and

                (f)     without the prior written consent of the Required
        Lenders, the purchase price for the Acquisition (including, without
        limitation or duplication, cash, Capital Stock, Restricted Payments and
        Indebtedness assumed) shall not exceed $5,000,000.

        (G)     Transactions with Shareholders and Affiliates. Other than (i)
     Investments permitted by Section 7.3(D), neither the Company nor any of its
     Subsidiaries shall directly or indirectly (a) enter into or permit to exist
     any transaction (including, without limitation, the purchase, sale, lease
     or exchange of any property or the rendering of any service) with, or make
     loans or advances to any holder or holders of any of the Equity Interests
     of the Company, or with any Affiliate of the Company which is not its
     Subsidiary of the Company, on terms that are less favorable to the Company
     or any of its Subsidiaries, as applicable, than those that could reasonably
     be obtained in an arm's length transaction at the time from Persons who are
     not such a holder or Affiliate.

        (H)     Restriction on Fundamental Changes. Neither the Company nor any
     of its Subsidiaries shall enter into any merger or consolidation, or
     liquidate, wind-up or dissolve (or suffer any liquidation or dissolution),
     or convey, lease, sell, transfer or otherwise dispose of, in one
     transaction or series of transactions, all or substantially all of the
     Company's consolidated business or property (each such transaction a
     "Fundamental Change"), whether now or hereafter acquired, except (i)
     Fundamental Changes permitted under Sections 7.3(B), 7.3(D) or 7.3(G), (ii)
     a Subsidiary of the Company may be merged into or consolidated with the
     Company (in which case the Company shall be the surviving corporation) or
     any wholly-owned Subsidiary of the Company provided such Company owns,
     directly or indirectly, a percentage of the equity of the merged entity not
     less than the percentage it owned of the Subsidiary prior to such
     Fundamental Change and if the predecessor Subsidiary was a Guarantor, the
     surviving Subsidiary shall be a Guarantor hereunder, and (iii) any
     liquidation of any Subsidiary of the Company, into the Company or another
     Subsidiary of the Company, as applicable.

        (I)     Sales and Leasebacks. Neither the Company nor any of its
     Subsidiaries shall become liable, directly, by assumption or by Contingent
     Obligation, with respect to any Sale and Leaseback Transaction (other than
     the Permitted Sale and Leaseback Transactions), unless (i) the Company
     shall have prepaid the outstanding "Advances" and reduced the "Aggregate
     Commitment" in accordance with Sections 2.4(B) and 2.5(B) of (and as such
     terms are defined in) the 4-Year Credit Agreement, and (ii) the sale
     involved is not prohibited under Section 7.3(B), the lease involved is not
     prohibited under Section 7.3(A) and any related Investment is not
     prohibited under Section 7.3(D).

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        (J)     Margin Regulations. Neither the Company nor any of its
     Subsidiaries, shall use all or any portion of the proceeds of any credit
     extended under this Agreement to purchase or carry Margin Stock in
     violation of any applicable legal and regulatory requirements including,
     without limitation, Regulations T, U and X, the Securities Act of 1933, and
     the Securities Exchange Act of 1934 and the regulations promulgated
     thereunder.

        (K)     ERISA. The Company shall not

        (i)     permit to exist any accumulated funding deficiency (as defined
       in Sections 302 of ERISA and 412 of the Code), with respect to any
       Benefit Plan, whether or not waived;

        (ii)    terminate, or permit any Controlled Group member to terminate,
       any Benefit Plan which would result in liability of the Company or any
       Controlled Group member under Title IV of ERISA;

        (iii)   fail, or permit any Controlled Group member to fail, to pay any
       required installment or any other payment required under Section 412 of
       the Code on or before the due date for such installment or other payment;
       or

        (iv)    permit any unfunded liabilities with respect to any Foreign
       Pension Plan;

     except where such transactions, events, circumstances, or failures are not,
     individually or in the aggregate, reasonably expected to result in
     liability individually or in the aggregate in excess of $5,000,000.

        (L)     Corporate Documents. Neither the Company nor any of its
     Subsidiaries shall amend, modify or otherwise change any of the terms or
     provisions in any of their respective constituent documents as in effect on
     the Closing Date in any manner adverse to the interests of the Lenders,
     without the prior written consent of the Required Lenders.

        (M)     Fiscal Year. Neither the Company nor any of its consolidated
     Subsidiaries shall change its fiscal year for accounting or tax purposes
     from a period consisting of the 12-month period ending on the last day of
     December of each year.

        (N)     Subsidiary Covenants. Except as set forth on Schedule 7.3(N),
     the Company will not, and will not permit any Subsidiary to, create or
     otherwise cause to become effective or suffer to exist any consensual
     encumbrance or restriction of any kind on the ability of any Subsidiary to
     pay dividends or make any other distribution on its stock or redemption of
     its stock, or make any other Restricted Payment, pay any Indebtedness or
     other Obligation owed to Company or any other Subsidiary, make loans or
     advances or other Investments in the Company or any other Subsidiary, or
     sell, transfer or otherwise convey any of its property to the Company or
     any other Subsidiary, or merge, consolidate with or liquidate into the
     Company or any other Subsidiary.

        (O)     Hedging Obligations. The Company shall not and shall not permit
     any of its Subsidiaries to enter into any Hedging Arrangements evidencing
     Hedging Obligations,

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     other than Hedging Arrangements entered into by the Company or its
     Subsidiaries pursuant to which the Company or such Subsidiary has hedged
     its reasonably estimated interest rate, foreign currency or commodity
     exposure, and which are non-speculative in nature.

        (P)     Issuance of Disqualified Stock. From and after the Closing Date,
     neither the Company, nor any of its Subsidiaries shall issue any
     Disqualified Stock. All issued and outstanding Disqualified Stock shall be
     treated as Indebtedness for Borrowed Money for all purposes of this
     Agreement, and the amount of such deemed Indebtedness shall be the
     aggregate amount of the liquidation preference of such Disqualified Stock.

        (Q)     Non-Guarantor Subsidiaries. The Company will not at any time
     permit the sum of the aggregate assets of all of the Company's Subsidiaries
     which are not Subsidiary Guarantors (the non-guarantor Subsidiaries being
     referred to collectively as the "Non-Obligor Subsidiaries") to exceed ten
     percent (10%) of the Company's and its Subsidiaries consolidated assets.

        (R)     Intercompany Indebtedness. The Company shall not create, incur,
     assume or otherwise become or remain directly or indirectly liable with
     respect to any Indebtedness arising from loans from any Subsidiary to the
     Company unless (a) such Indebtedness is unsecured and (ii) such
     Indebtedness shall be expressly subordinate to the payment in full in cash
     of the Obligators on terms satisfactory to the Administrative Agent.

        (S)     Letters of Credit. The Company shall not and shall not permit
     its Subsidiaries to be liable as an account party or otherwise in
     connection with letters of credit, including, without limitation, Letters
     of Credit issued pursuant to this Agreement, "Letters of Credit" issued
     pursuant to (and as defined in) the 4-Year Credit Agreement, Performance
     Letters of Credit, letters of credit issued under workers' compensation and
     other social security programs or any other letters of credit whether
     issued under this Agreement, under the 4-Year Credit Agreement or otherwise
     if the aggregate Dollar Amount available for drawing under all such letters
     of credit plus the aggregate outstanding Dollar Amount of all reimbursement
     obligations in connection with such letters of credit would exceed
     $250,000,000.

        7.4.    Financial Covenants. The Company shall comply with the
following:

        (A)     Maximum Leverage Ratio. As of the last day of each fiscal
     quarter, the Company shall not permit the ratio (the "Leverage Ratio") of
     (i) all Indebtedness for Borrowed Money of the Company and its Subsidiaries
     to (ii) EBITDA to be greater than 2.50 to 1.00 for the four-quarter period
     ending on such date.

        The Leverage Ratio shall be calculated, in each case, determined as of
     the last day of each fiscal quarter based upon (a) for Indebtedness for
     Borrowed Money, Indebtedness for Borrowed Money as of the last day of each
     such fiscal quarter; and (b) for EBITDA, the actual amount for the
     four-quarter period ending on such day, calculated, with respect to
     Permitted Acquisitions, on a pro forma basis using historical audited and
     reviewed

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     unaudited financial statements obtained from the seller(s) in such
     Permitted Acquisition, broken down by fiscal quarter in the Company's
     reasonable judgment and satisfactory to the Administrative Agent and as
     reported to the Administrative Agent pursuant to the provisions of Section
     7.3(F)(b).

        (B)     Minimum Fixed Charge Coverage Ratio. The Company and its
     consolidated Subsidiaries shall maintain a ratio ("Fixed Charge Coverage
     Ratio"), without duplication, of (i) the sum of (a) EBITDA for such period,
     minus (b) Capital Expenditures for such period (but including Capital
     Expenditures incurred in connection with the Company's new headquarters
     building in The Woodlands, Texas only to the extent the amount of such
     Capital Expenditures exceeds the Net Cash Proceeds received by the Company
     in connection with its issuance of Equity Interests as described in the
     Company's Form S-3 filed with the Commission on April 25, 2002, as
     amended), plus (c) Rentals for such period, plus (d) amounts paid during
     such period with respect to Capitalized Lease Obligations, plus (e)
     Restricted Payments paid in cash during such period to the extent deducted
     in computing Net Income for such period, to (ii) the sum of the amounts of
     (a) cash Interest Expense during such period, plus (b) cash taxes paid by
     the Company and its consolidated Subsidiaries during such period, plus (c)
     scheduled amortization during such period of the principal portion of all
     Indebtedness for Borrowed Money, plus (d) Restricted Payments (other than
     Restricted Payments made to purchase Capital Stock of the Company from
     Pitt-Des Moines, Inc. acquired by Pitt-Des Moines, Inc. in connection with
     the PDM Acquisition and Restricted Payments of up to $10,000,000 made
     during the Company's fourth fiscal quarter in fiscal 2001 to purchase
     Capital Stock of the Company) paid in cash during such period, plus (e)
     Rentals for such period, plus (f) amounts paid during such period with
     respect to Capitalized Lease Obligations, of at least 1.50 to 1.00 as of
     the end of each fiscal quarter for the period commencing with the fiscal
     quarter ending on June 30, 2002 through the Termination Date.

        The Fixed Charge Coverage Ratio shall be determined as of the last day
     of each fiscal quarter based upon (a) for Indebtedness, Indebtedness as of
     the last day of each such fiscal quarter; and (b) for all other components
     thereof, the actual amount for the four-quarter period ending on such day,
     calculated, with respect to Permitted Acquisitions, on a pro forma basis
     using historical audited and reviewed unaudited financial statements
     obtained from the seller(s) in such Permitted Acquisition, broken down by
     fiscal quarter in the Company's reasonable judgment and satisfactory to the
     Administrative Agent and as reported to the Administrative Agent pursuant
     to the provisions of Section 7.3(F)(b).

        (C)     Minimum Interest Expense Coverage Ratio. The Company and its
     consolidated Subsidiaries shall maintain a ratio (the "Interest Expense
     Coverage Ratio") for any applicable period of (i) EBIT for such period to
     (ii) Interest Expense for such period of at least 2.00 to 1.00 as of the
     end of each fiscal quarter for the period commencing with the fiscal
     quarter ending on June 30, 2002 through the Termination Date.

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        The Interest Expense Coverage Ratio shall be determined as of the last
     day of each fiscal quarter based upon the actual amount of EBIT and
     Interest Expense for the four-quarter period ending on such day,
     calculated, with respect to Permitted Acquisitions, on a pro forma basis
     using historical audited and reviewed unaudited financial statements
     obtained from the seller(s) in such Permitted Acquisition, broken down by
     fiscal quarter in the Company's reasonable judgment and satisfactory to the
     Administrative Agent and as reported to the Administrative Agent pursuant
     to the provisions of Section 7.3(F)(b).

        (D)     Minimum Consolidated Net Worth. The Company shall not permit its
     Consolidated Net Worth at any time to be less than the sum of (a)
     $130,000,000, plus (b) fifty percent (50%) of the sum of Net Income (if
     positive) earned in each fiscal quarter, commencing with the fiscal quarter
     ending on March 31, 2001, plus (c) the amount, if any, by which
     stockholders' equity of the Company is, in accordance with Agreement
     Accounting Principles, adjusted from time to time as a result of the
     issuance of any Equity Interests except for the adjustment made to reflect
     the issuance of Equity Interests in connection with the PDM Acquisition
     plus (d) seventy percent (70%) of the amount by which stockholders' equity
     of the Company is, in accordance with Agreement Accounting Principles,
     adjusted as a result of the issuance of Equity Interests by the Company in
     connection with the PDM Acquisition.

                             ARTICLE VIII: DEFAULTS

        8.1.    Defaults. Each of the following occurrences shall constitute a
Default under this Agreement:

        (A)     Failure to Make Payments When Due. The Company or any Subsidiary
     Borrower shall (i) fail to pay when due any of the Obligations consisting
     of principal with respect to the Loans or (ii) shall fail to pay within
     five (5) days of the date when due any of the other Obligations under this
     Agreement or the other Loan Documents.

        (B)     Breach of Certain Covenants. The Company shall fail duly and
     punctually to perform or observe any agreement, covenant or obligation
     binding on the Company under Sections 7.1(A), 7.2(A), 7.2(F), 7.2(K), 7.3
     or 7.4.

        (C)     Breach of Representation or Warranty. Any representation or
     warranty made or deemed made by the Company or any Subsidiary Borrower to
     the Administrative Agent or any Lender herein or by the Company or any
     Subsidiary Borrower or any of its Subsidiaries in any of the other Loan
     Documents or in any statement or certificate or information at any time
     given by any such Person pursuant to any of the Loan Documents shall be
     false or misleading in any material respect on the date as of which made
     (or deemed made).

        (D)     Other Defaults. The Company or any Subsidiary Borrower shall
     default in the performance of or compliance with any term contained in this
     Agreement (other than as covered by paragraphs (A) or (B) or (C) of this
     Section 8.1), or the Company or any Subsidiary Borrower or any of its
     Subsidiaries shall default in the performance of or

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     compliance with any term contained in any of the other Loan Documents, and
     such default shall continue for thirty (30) days after the occurrence
     thereof.

        (E)     Default as to Other Indebtedness. The Company or any of its
     Subsidiaries shall fail to make any payment when due (whether by scheduled
     maturity, required prepayment, acceleration, demand or otherwise) with
     respect to (i) any Indebtedness (other than Indebtedness hereunder), beyond
     any period of grace provided with respect thereto, which individually or
     together with other such Indebtedness as to which any such failure or other
     Default under this clause (E) exists has an aggregate outstanding principal
     amount equal to or in excess of Five Million and 00/100 Dollars
     ($5,000,000) or (ii) Indebtedness under the 4-Year Credit Agreement, beyond
     any period of grace provided with respect thereto (such Indebtedness under
     clauses (i) and (ii) being "Material Indebtedness"); or any breach, default
     or event of default (including any termination event, amortization event,
     liquidation event or event of like import arising under any agreement or
     instrument giving rise to any Off-Balance Sheet Liabilities) shall occur,
     or any other condition shall exist under any instrument, agreement or
     indenture pertaining to any such Material Indebtedness, beyond any period
     of grace, if any, provided with respect thereto, if the effect thereof is
     to cause an acceleration, mandatory redemption, a requirement that the
     Company offer to purchase such Indebtedness or other required repurchase or
     early amortization of such Indebtedness, or permit the holder(s) of such
     Indebtedness to accelerate the maturity of any such Indebtedness or require
     a redemption, early amortization or repurchase of such Indebtedness; or any
     such Indebtedness shall be otherwise declared to be due and payable (by
     acceleration or otherwise) or required to be prepaid, redeemed, amortized
     or otherwise repurchased by the Company or any of its Subsidiaries (other
     than by a regularly scheduled required prepayment) prior to the stated
     maturity thereof.

        (F)     Involuntary Bankruptcy; Appointment of Receiver, Etc.

        (i)     An involuntary case shall be commenced against the Company or
       any of the Company's Subsidiaries and the petition shall not be
       dismissed, stayed, bonded or discharged within forty-five (45) days after
       commencement of the case; or a court having jurisdiction in the premises
       shall enter a decree or order for relief in respect of the Company or any
       of the Company's Subsidiaries in an involuntary case, under any
       applicable bankruptcy, insolvency or other similar law now or hereinafter
       in effect; or any other similar relief shall be granted under any
       applicable federal, state, local or foreign law.

        (ii)    A decree or order of a court having jurisdiction in the premises
       for the appointment of a receiver, liquidator, sequestrator, trustee,
       custodian or other officer having similar powers over the Company or any
       of the Company's Subsidiaries or over all or a substantial part of the
       property of the Company or any of the Company's Subsidiaries shall be
       entered; or an interim receiver, trustee or other custodian of the
       Company or any of the Company's Subsidiaries or of all or a substantial
       part of the property of the Company or any of the Company's Subsidiaries
       shall be appointed or a warrant of attachment, execution or similar
       process against any substantial part of the property of the Company or
       any of the Company's Subsidiaries shall be issued

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       and any such event shall not be stayed, dismissed, bonded or discharged
       within forty-five (45) days after entry, appointment or issuance.

        (G)     Voluntary Bankruptcy; Appointment of Receiver, Etc. The Company
     or any of the Company's Subsidiaries shall (i) commence a voluntary case
     under any applicable bankruptcy, insolvency or other similar law now or
     hereafter in effect, (ii) consent to the entry of an order for relief in an
     involuntary case, or to the conversion of an involuntary case to a
     voluntary case, under any such law, (iii) consent to the appointment of or
     taking possession by a receiver, trustee or other custodian for all or a
     substantial part of its property, (iv) make any assignment for the benefit
     of creditors or (v) take any corporate action to authorize any of the
     foregoing.

        (H)     Judgments and Attachments. Any money judgment(s), writ or
     warrant of attachment, or similar process against the Company or any of its
     Subsidiaries or any of their respective assets involving in any single case
     or in the aggregate an amount in excess of Five Million and 00/100 Dollars
     ($5,000,000) is or are entered and shall remain undischarged, unvacated,
     unbonded or unstayed for a period of thirty (30) days or in any event later
     than fifteen (15) days prior to the date of any proposed sale thereunder.

        (I)     Dissolution. Any order, judgment or decree shall be entered
     against the Company or any Subsidiary decreeing its involuntary dissolution
     or split up and such order shall remain undischarged and unstayed for a
     period in excess of forty-five (45) days; or the Company or any Subsidiary
     shall otherwise dissolve or cease to exist except as specifically permitted
     by this Agreement.

        (J)     Loan Documents. At any time, for any reason, any Loan Document
     as a whole that materially affects the ability of the Administrative Agent,
     or any of the Lenders to enforce the Obligations ceases to be in full force
     and effect or the Company or any of the Company's Subsidiaries party
     thereto seeks to repudiate its obligations thereunder.

        (K)     Termination Event. Any Termination Event occurs which the
     Required Lenders believe is reasonably likely to subject the Company to
     liability in excess of $5,000,000.

        (L)     Waiver of Minimum Funding Standard. If the plan administrator of
     any Plan applies under Section 412(d) of the Code for a waiver of the
     minimum funding standards of Section 412(a) of the Code and any Lender
     believes the substantial business hardship upon which the application for
     the waiver is based could reasonably be expected to subject either the
     Company or any Controlled Group member to liability in excess of
     $5,000,000.

        (M)     Change of Control. A Change of Control shall occur.

        (N)     Environmental Matters. The Company or any of its Subsidiaries
     shall be the subject of any proceeding or investigation pertaining to (i)
     the Release by the Company or any of its Subsidiaries of any Contaminant
     into the environment, (ii) the liability of the Company or any of its
     Subsidiaries arising from the Release by any other

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     Person of any Contaminant into the environment, or (iii) any violation of
     any Environmental, Health or Safety Requirements of Law which by the
     Company or any of its Subsidiaries, which, in any case, has or is
     reasonably likely to subject the Company to liability individually or in
     the aggregate in excess of $5,000,000.

        (O)     Guarantor Revocation. Any Guarantor of the Obligations shall
     terminate or revoke any of its obligations under the applicable Guaranty or
     breach any of the material terms of such Guaranty.

    A Default shall be deemed "continuing" until cured or until waived in
    writing in accordance with Section 9.2.

           ARTICLE IX: ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

        9.1.    Termination of Commitments; Acceleration. If any Default
     described in Section 8.1(F) or 8.1(G) occurs with respect to the Company,
     any Subsidiary Borrower or any Subsidiary Guarantor, the obligations of the
     Lenders to make Loans hereunder and the obligation of any Issuing Banks to
     issue Letters of Credit hereunder shall automatically terminate and the
     Obligations shall immediately become due and payable without any election
     or action on the part of the Administrative Agent or any Lender. If any
     other Default occurs, the Required Lenders may terminate or suspend the
     obligations of the Lenders to make Loans hereunder and the obligation of
     the Issuing Banks to issue Letters of Credit hereunder, or declare the
     Obligations to be due and payable, or both, whereupon the Obligations shall
     become immediately due and payable, without presentment, demand, protest or
     notice of any kind, all of which the Borrowers expressly waive.

        9.2.    Amendments. Subject to the provisions of this Article IX, the
     Required Lenders (or the Administrative Agent with the consent in writing
     of the Required Lenders) and the Borrowers may enter into agreements
     supplemental hereto for the purpose of adding or modifying any provisions
     to the Loan Documents or changing in any manner the rights of the Lenders
     or the Borrowers hereunder or waiving any Default hereunder; provided,
     however, that no such supplemental agreement shall, without the consent of
     each Lender affected thereby:

        (i)     Postpone or extend the Termination Date or any other date fixed
       for any payment of principal of, or interest on, the Loans, the
       Reimbursement Obligations or any fees or other amounts payable to such
       Lender (except with respect to (a) any modifications of the provisions
       relating to amounts, timing or application of prepayments of Loans and
       other Obligations, which modification shall require only the approval of
       the Required Lenders, (b) a waiver of the application of the default rate
       of interest pursuant to Section 2.10 hereof which waiver shall require
       only the approval of the Required Lenders, and (c) extensions of the
       Termination Date pursuant to Section 2.22).

        (ii)    Reduce the principal Dollar Amount of any Loans or L/C
       Obligations, or reduce the rate or extend the time of payment of
       interest or fees thereon (other than (a) a waiver of the application of
       the default rate of interest pursuant to Section 2.10 hereof and (b) in
       accordance with the provisions of Section 2.22).

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        (iii)   Reduce the percentage specified in the definition of Required
       Lenders or any other percentage of Lenders specified to be the
       applicable percentage in this Agreement to act on specified matters or
       amend the definitions of "Required Lenders" or "Pro Rata Share".

        (iv)    Increase the amount of the Commitment, of any Lender hereunder,
       or increase any Lender's Pro Rata Share.

        (v)     Permit the Company or, other than pursuant to a transaction
       permitted under the terms of this Agreement, any Subsidiary Borrower to
       assign its rights under this Agreement.

        (vi)    Other than pursuant to a transaction permitted by the terms of
       this Agreement, release any Guarantor from its obligations under the
       Guaranty.

        (vii)   Amend Section 7.2(K), Section 13.2, Section 13.3 or this Section
       9.2.

       No amendment of any provision of this Agreement relating to (a) the
    Administrative Agent shall be effective without the written consent of the
    Administrative Agent, (b) Swing Line Loans shall be effective without the
    written consent of the Swing Line Bank and (c) any Issuing Bank shall be
    effective without the written consent of such Issuing Bank. The
    Administrative Agent may waive payment of the fee required under Section
    14.3(B) without obtaining the consent of any of the Lenders. Notwithstanding
    anything herein to the contrary, the Administrative Agent may amend the
    provisions of Exhibit A from time to time to take into account the
    effectiveness of assignments made pursuant to Section 14.3, provided the
    failure to do so shall not otherwise affect the rights or obligations of the
    Lenders or the Borrowers hereunder.

       The Administrative Agent may notify the other parties to this Agreement
    of any amendments to this Agreement which the Administrative Agent
    reasonably determines to be necessary as a result of the commencement of the
    third stage of the European Economic and Monetary Union. Notwithstanding
    anything to the contrary contained herein, any amendments so notified shall
    take effect in accordance with the terms of the relevant notification.

        9.3.    Preservation of Rights. No delay or omission of the Lenders or
the Administrative Agent to exercise any right under the Loan Documents shall
impair such right or be construed to be a waiver of any Default or an
acquiescence therein, and the making of a Loan or the issuance of a Letter of
Credit notwithstanding the existence of a Default or the inability of the
Company or any other Borrower to satisfy the conditions precedent to such Loan
or issuance of such Letter of Credit shall not constitute any waiver or
acquiescence. Any single or partial exercise of any such right shall not
preclude other or further exercise thereof or the exercise of any other right,
and no waiver, amendment or other variation of the terms, conditions or
provisions of the Loan Documents whatsoever shall be valid unless in writing
signed by the requisite number of Lenders required pursuant to Section 9.2, and
then only to the extent in such writing specifically set forth. All remedies
contained in the Loan Documents or by law afforded

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shall be cumulative and all shall be available to the Administrative Agent and
the Lenders until all of the Termination Conditions shall have been satisfied.

                              ARTICLE X: GUARANTY

        10.1.   Guaranty. For valuable consideration, the receipt of which is
hereby acknowledged, and to induce the Lenders to make advances to each Borrower
and to issue and participate in Letters of Credit and Swing Line Loans, the
Company and each Subsidiary Borrower (collectively, the "Borrower Guarantors")
hereby absolutely and unconditionally guarantees prompt payment when due,
whether at stated maturity, upon acceleration or otherwise, and at all times
thereafter, of any and all existing and future Obligations of each Borrower to
the Administrative Agent, the Lenders, the Swing Line Bank, the Issuing Banks,
or any of them, under or with respect to the Loan Documents, whether for
principal, interest, fees, expenses or otherwise (collectively, the "Guaranteed
Obligations").

        10.2.   Waivers; Subordination of Subrogation.

        (A)     Each Borrower Guarantor waives notice of the acceptance of this
     guaranty and of the extension or continuation of the Guaranteed Obligations
     or any part thereof. Each Borrower Guarantor further waives presentment,
     protest, notice of notices delivered or demand made on any Borrower or
     action or delinquency in respect of the Guaranteed Obligations or any part
     thereof, including any right to require the Administrative Agent and the
     Lenders to sue any Borrower, any other guarantor or any other Person
     obligated with respect to the Guaranteed Obligations or any part thereof;
     provided, that if at any time any payment of any portion of the Guaranteed
     Obligations is rescinded or must otherwise be restored or returned upon the
     insolvency, bankruptcy or reorganization of any of the Borrowers or
     otherwise, the Borrower Guarantor's obligations hereunder with respect to
     such payment shall be reinstated at such time as though such payment had
     not been made and whether or not the Administrative Agent or the Lenders
     are in possession of this guaranty. The Administrative Agent and the
     Lenders shall have no obligation to disclose or discuss with the Company
     their assessments of the financial condition of the Borrowers.

        (B)     Until the Guaranteed Obligations have been indefeasibly paid in
     full in cash, each Borrower Guarantor (i) shall have no right of
     subrogation with respect to such Guaranteed Obligations and (ii) waives any
     right to enforce any remedy which the Administrative Agent now has or may
     hereafter have against any Borrower, any other Guarantor, any endorser or
     any guarantor of all or any part of the Guaranteed Obligations or any other
     Person. Should any Borrower Guarantor have the right, notwithstanding the
     foregoing, to exercise its subrogation rights, each Borrower Guarantor
     hereby expressly and irrevocably (a) subordinates any and all rights at law
     or in equity to subrogation, reimbursement, exoneration, contribution,
     indemnification or set off that such Borrower Guarantor may have to the
     indefeasible payment in full in cash of the Guaranteed Obligations and (b)
     waives any and all defenses available to a surety, guarantor or
     accommodation co-obligor until the Guaranteed Obligations are indefeasibly
     paid in full in cash. Each Borrower Guarantor acknowledges and agrees that
     this subordination is intended to benefit the Administrative Agent and
     shall not limit or otherwise affect any

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     Borrower Guarantor liability hereunder or the enforceability of this
     Guaranty, and that the Administrative Agent, the Lenders and their its
     successors and assigns are intended third party beneficiaries of the
     waivers and agreements set forth in this Section 10.2.

        10.3.   Guaranty Absolute. This guaranty is a guaranty of payment and
not of collection, is a primary obligation of each Borrower Guarantor and not
one of surety, and the validity and enforceability of this guaranty shall be
absolute and unconditional irrespective of, and shall not be impaired or
affected by any of the following: (a) any extension, modification or renewal of,
or indulgence with respect to, or substitutions for, the Guaranteed Obligations
or any part thereof or any agreement relating thereto at any time; (b) any
failure or omission to enforce any right, power or remedy with respect to the
Guaranteed Obligations or any part thereof or any agreement relating thereto;
(c) any waiver of any right, power or remedy with respect to the Guaranteed
Obligations or any part thereof or any agreement relating thereto; (d) any
release, surrender, compromise, settlement, waiver, subordination or
modification, with or without consideration, any other guaranties with respect
to the Guaranteed Obligations or any part thereof, or any other obligation of
any Person with respect to the Guaranteed Obligations or any part thereof; (e)
the enforceability or validity of the Guaranteed Obligations or any part thereof
or the genuineness, enforceability or validity of any agreement relating
thereto, including, without limitation, as a result of a Country Risk Event; (f)
the application of payments received from any source to the payment of
obligations other than the Guaranteed Obligations, any part thereof or amounts
which are not covered by this guaranty even though the Administrative Agent and
the Lenders might lawfully have elected to apply such payments to any part or
all of the Guaranteed Obligations or to amounts which are not covered by this
guaranty; (g) any change in the ownership of any Borrower or the insolvency,
bankruptcy or any other change in the legal status of any Borrower; (h) the
change in or the imposition of any law, decree, regulation or other governmental
act which does or might impair, delay or in any way affect the validity,
enforceability or the payment when due of the Guaranteed Obligations; (i) the
failure of the Company or any other Borrower to maintain in full force, validity
or effect or to obtain or renew when required all governmental and other
approvals, licenses or consents required in connection with the Guaranteed
Obligations or this guaranty, or to take any other action required in connection
with the performance of all obligations pursuant to the Guaranteed Obligations
or this guaranty; (j) the existence of any claim, setoff or other rights which
the Company may have at any time against any Borrower, or any other Person in
connection herewith or an unrelated transaction; or (k) any other circumstances,
whether or not similar to any of the foregoing, which could constitute a defense
to a guarantor; all whether or not such Borrower Guarantor shall have had notice
or knowledge of any act or omission referred to in the foregoing clauses (a)
through (k) of this paragraph. It is agreed that each Borrower Guarantor's
liability hereunder is several and independent of any other guaranties or other
obligations at any time in effect with respect to the Guaranteed Obligations or
any part thereof and that each Borrower Guarantor's liability hereunder may be
enforced regardless of the existence, validity, enforcement or non-enforcement
of any such other guaranties or other obligations or any provision of any
applicable law or regulation purporting to prohibit payment by any Borrower of
the Guaranteed Obligations in the manner agreed upon between the Borrower and
the Administrative Agent and the Lenders.

        10.4.   Acceleration. Each Borrower Guarantor agrees that, as between
such Borrower Guarantor on the one hand, and the Lenders and the Administrative
Agent, on the other hand, the obligations of each Borrower guaranteed under this
Article X may be declared to

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be forthwith due and payable, or may be deemed automatically to have been
accelerated, as provided in Section 9.1 hereof for purposes of this Article X,
notwithstanding any stay, injunction or other prohibition (whether in a
bankruptcy proceeding affecting such Borrower or otherwise) preventing such
declaration as against such Borrower and that, in the event of such declaration
or automatic acceleration, such obligations (whether or not due and payable by
such Borrower) shall forthwith become due and payable by each Borrower Guarantor
for purposes of this Article X.

        10.5.   Marshaling; Reinstatement. None of the Lenders nor the
Administrative Agent nor any Person acting for or on behalf of the Lenders or
the Administrative Agent shall have any obligation to marshal any assets in
favor of any Borrower Guarantor or against or in payment of any or all of the
Guaranteed Obligations. If any Borrower Guarantor or any other guarantor of all
or any part of the Guaranteed Obligations makes a payment or payments to any
Lender or the Administrative Agent, which payment or payments or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside and/or required to be repaid to any Borrower Guarantor or any other
guarantor or any other Person, or their respective estates, trustees, receivers
or any other party, including, without limitation, each Borrower Guarantor,
under any bankruptcy law, state or federal law, common law or equitable cause,
then, to the extent of such payment or repayment, the part of the Guaranteed
Obligations which has been paid, reduced or satisfied by such amount shall be
reinstated and continued in full force and effect as of the time immediately
preceding such initial payment, reduction or satisfaction.

        10.6.   Termination Date. This guaranty shall continue in effect until
the earlier of (a) the Facility Termination Date, and (b) the date on which this
Agreement has otherwise expired or been terminated in accordance with its terms
and all of the Guaranteed Obligations have been paid in full in cash, subject to
the proviso in Section 10.2.

                         ARTICLE XI: GENERAL PROVISIONS

        11.1.   Survival of Representations. All representations and warranties
of the Borrowers contained in this Agreement shall survive delivery of this
Agreement and the making of the Loans herein contemplated so long as any
principal, accrued interest, fees, or any other amount due and payable under any
Loan Document is outstanding and unpaid (other than contingent reimbursement and
indemnification obligations) and so long as the Commitments have not been
terminated.

        11.2.   Governmental Regulation. Anything contained in this Agreement to
the contrary notwithstanding, no Lender shall be obligated to extend credit to
the Company or any other Borrower in violation of any limitation or prohibition
provided by any applicable statute or regulation.

        11.3.   Performance of Obligations. The Borrowers agree that the
Administrative Agent may, but shall have no obligation to (i) at any time, pay
or discharge taxes, liens, security interests or other encumbrances levied or
placed on or threatened against any property of any Borrower to the extent any
such Borrower is required by the terms hereof to pay any such amount, but has
not done so and (ii), after the occurrence and during the continuance of a
Default, to make any other payment or perform any act required of the Company or
any other

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Borrower under any Loan Document or take any other action which the
Administrative Agent in its discretion deems necessary or desirable to protect
or preserve such property of the Company. The Administrative Agent shall use its
reasonable efforts to give the applicable Borrower notice of any action taken
under this Section 11.3 prior to the taking of such action or promptly
thereafter provided the failure to give such notice shall not affect the
applicable Borrower's obligations in respect thereof. The Borrowers agree to pay
the Administrative Agent, upon demand, the principal amount of all funds
advanced by the Administrative Agent under this Section 11.3, together with
interest thereon at the rate from time to time applicable to Floating Rate Loans
from the date of such advance until the outstanding principal balance thereof is
paid in full. If any Borrower fails to make payment in respect of any such
advance under this Section 11.3 within one (1) Business Day after the date the
applicable Borrower receives written demand therefor from the Administrative
Agent, the Administrative Agent shall promptly notify each Lender and each
Lender agrees that it shall thereupon make available to the Administrative
Agent, in Dollars in immediately available funds, the amount equal to such
Lender's Pro Rata Share of such advance. If such funds are not made available to
the Administrative Agent by such Lender within one (1) Business Day after the
Administrative Agent's demand therefor, the Administrative Agent will be
entitled to recover any such amount from such Lender together with interest
thereon at the Federal Funds Effective Rate for each day during the period
commencing on the date of such demand and ending on the date such amount is
received. The failure of any Lender to make available to the Administrative
Agent its Pro Rata Share of any such unreimbursed advance under this Section
11.3 shall neither relieve any other Lender of its obligation hereunder to make
available to the Administrative Agent such other Lender's Pro Rata Share of such
advance on the date such payment is to be made nor increase the obligation of
any other Lender to make such payment to the Administrative Agent.

        11.4.   Headings. Section headings in the Loan Documents are for
convenience of reference only, and shall not govern the interpretation of any of
the provisions of the Loan Documents.

        11.5.   Entire Agreement. The Loan Documents and the letter agreement
between the Administrative Agent, the Arranger and the Borrowers dated September
6, 2000, August 2, 2001 and August [__], 2002 embody the entire agreement and
understanding among the Borrowers, the Administrative Agent and the Lenders and
supersede all prior agreements and understandings among the Borrowers, the
Administrative Agent and the Lenders relating to the subject matter thereof.

        11.6.   Several Obligations; Benefits of this Agreement. The respective
obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other Lender (except to the extent to which
the Administrative Agent is authorized to act as such). The failure of any
Lender to perform any of its obligations hereunder shall not relieve any other
Lender from any of its obligations hereunder. This Agreement shall not be
construed so as to confer any right or benefit upon any Person other than the
parties to this Agreement and their respective successors and assigns.

        11.7.   Expenses; Indemnification.

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        (A)     Expenses. The Borrowers shall reimburse the Administrative Agent
     and the Arranger for any reasonable costs, internal charges and
     out-of-pocket expenses (including reasonable attorneys' and paralegals'
     fees and time charges of attorneys and paralegals for the Administrative
     Agent, which attorneys and paralegals may be employees of the
     Administrative Agent) paid or incurred by the Administrative Agent or the
     Arranger in connection with the preparation, negotiation, execution,
     delivery, syndication, distribution (including via the internet), review,
     amendment, modification, and administration of the Loan Documents. The
     Borrowers also agree to reimburse the Administrative Agent and the Arranger
     and the Lenders for any costs, internal charges and out-of-pocket expenses
     (including attorneys' and paralegals' fees and time charges of attorneys
     and paralegals for the Administrative Agent and the Arranger and the
     Lenders, which attorneys and paralegals may be employees of the
     Administrative Agent or the Arranger or the Lenders) paid or incurred by
     the Administrative Agent or the Arranger or any Lender in connection with
     the collection of the Obligations and enforcement of the Loan Documents. In
     addition to expenses set forth above, the Borrowers agree to reimburse the
     Administrative Agent, promptly after the Administrative Agent's request
     therefor, for each audit, or other business analysis performed by or for
     the benefit of the Lenders in connection with this Agreement or the other
     Loan Documents in an amount equal to the Administrative Agent's then
     customary charges for each person employed to perform such audit or
     analysis, plus all costs and expenses (including without limitation, travel
     expenses) incurred by the Administrative Agent in the performance of such
     audit or analysis. Administrative Agent shall provide the Borrowers with a
     detailed statement of all reimbursements requested under this Section
     11.7(A).

        (B)     Indemnity. The Borrowers further agree to defend, protect,
     indemnify, and hold harmless the Administrative Agent, the Arranger and
     each and all of the Lenders and each of their respective Affiliates, and
     each of such Administrative Agent's, Arranger's, Lender's, or Affiliate's
     respective officers, directors, trustees, investment advisors, employees,
     attorneys and agents (including, without limitation, those retained in
     connection with the satisfaction or attempted satisfaction of any of the
     conditions set forth in Article V) (collectively, the "Indemnitees") from
     and against any and all liabilities, obligations, losses, damages,
     penalties, actions, judgments, suits, claims, costs, expenses of any kind
     or nature whatsoever (including, without limitation, the fees and
     disbursements of counsel for such Indemnitees in connection with any
     investigative, administrative or judicial proceeding, whether or not any of
     such Indemnitees shall be designated a party thereto), imposed on, incurred
     by, or asserted against such Indemnitees in any manner relating to or
     arising out of:

        (i)     this Agreement or any of the other Loan Documents, or any act,
       event or transaction related or attendant thereto or to the making of
       the Loans, and the issuance of and participation in Letters of Credit
       hereunder, the management of such Loans or Letters of Credit, the use or
       intended use of the proceeds of the Loans or Letters of Credit hereunder,
       or any of the other transactions contemplated by the Loan Documents; or

        (ii)    any liabilities, obligations, responsibilities, losses, damages,
       personal injury, death, punitive damages, economic damages,
       consequential damages, treble

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       damages, intentional, willful or wanton injury, damage or threat to the
       environment, natural resources or public health or welfare, costs and
       expenses (including, without limitation, attorney, expert and consulting
       fees and costs of investigation, feasibility or remedial action studies),
       fines, penalties and monetary sanctions, interest, direct or indirect,
       known or unknown, absolute or contingent, past, present or future
       relating to violation of any Environmental, Health or Safety Requirements
       of Law arising from or in connection with the past, present or future
       operations of the Company, its Subsidiaries or any of their respective
       predecessors in interest, or, the past, present or future environmental,
       health or safety condition of any respective property of the Company or
       its Subsidiaries, the presence of asbestos-containing materials at any
       respective property of the Company or its Subsidiaries or the Release or
       threatened Release of any Contaminant into the environment (collectively,
       the "Indemnified Matters");

     provided, however, no Borrower shall have any obligation to an Indemnitee
     hereunder with respect to Indemnified Matters caused solely by or resulting
     solely from the willful misconduct or Gross Negligence of such Indemnitee
     with respect to the Loan Documents, as determined by the final non-appealed
     judgment of a court of competent jurisdiction. If the undertaking to
     indemnify, pay and hold harmless set forth in the preceding sentence may be
     unenforceable because it is violative of any law or public policy, the
     applicable Borrower shall contribute the maximum portion which it is
     permitted to pay and satisfy under applicable law, to the payment and
     satisfaction of all Indemnified Matters incurred by the Indemnitees.

        (C)     Waiver of Certain Claims; Settlement of Claims. Neither the
     Administrative Agent, the Arranger, any Lender nor the Company or any other
     Borrower shall be liable under this Agreement or any Loan Document or in
     respect of any act, omission or event relating to the transaction
     contemplated hereby or thereby, on any theory of liability on any theory of
     liability seeking consequential, special, indirect, exemplary or punitive
     damages. No settlement shall be entered into by the Company or any of its
     Subsidiaries with respect to any claim, litigation, arbitration or other
     proceeding relating to or arising out of the transactions evidenced by this
     Agreement or the other Loan Documents (whether or not the Administrative
     Agent or any Lender or any Indemnitee is a party thereto) unless such
     settlement releases all Indemnitees from any and all liability with respect
     thereto.

        (D)     Survival of Agreements. The obligations and agreements of the
     Borrowers under this Section 11.7 shall survive the termination of this
     Agreement.

        11.8.   Numbers of Documents. All statements, notices, closing
documents, and requests hereunder shall be furnished to the Administrative Agent
with sufficient counterparts so that the Administrative Agent may furnish one to
each of the Lenders.

        11.9.   Accounting. Except as provided to the contrary herein, all
accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with Agreement Accounting
Principles. If any changes in generally accepted accounting principles are
hereafter required or permitted and are adopted by the Company or any

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of its Subsidiaries with the agreement of its independent certified public
accountants and such changes result in a change in the method of calculation of
any of the financial covenants, tests, restrictions or standards herein or in
the related definitions or terms used therein ("Accounting Changes"), the
parties hereto agree, at the Company's request, to enter into negotiations, in
good faith, in order to amend such provisions in a credit neutral manner so as
to reflect equitably such changes with the desired result that the criteria for
evaluating the Company's and its Subsidiaries' financial condition shall be the
same after such changes as if such changes had not been made; provided, however,
until such provisions are amended in a manner reasonably satisfactory to the
Administrative Agent and the Required Lenders, no Accounting Change shall be
given effect in such calculations and all financial statements and reports
required to be delivered hereunder shall be prepared in accordance with
Agreement Accounting Principles without taking into account such Accounting
Changes. In the event such amendment is entered into, all references in this
Agreement to Agreement Accounting Principles shall mean generally accepted
accounting principles as of the date of such amendment.

        11.10.  Severability of Provisions. Any provision in any Loan Document
that is held to be inoperative, unenforceable, or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable, or invalid
without affecting the remaining provisions in that jurisdiction or the
operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan Documents are declared
to be severable.

        11.11.  Nonliability of Lenders. The relationship between the Borrowers
and the Lenders and the Administrative Agent shall be solely that of borrower
and lender. Neither the Administrative Agent nor any Lender shall have any
fiduciary responsibilities to the Borrowers. Neither the Administrative Agent
nor any Lender undertakes any responsibility to any Borrower to review or inform
any Borrower of any matter in connection with any phase of the Borrowers'
business or operations.

        11.12.  GOVERNING LAW. THE ADMINISTRATIVE AGENT ACCEPTS THIS AGREEMENT,
ON BEHALF OF ITSELF AND THE LENDERS, AT CHICAGO, ILLINOIS BY ACKNOWLEDGING AND
AGREEING TO IT THERE. ANY DISPUTE BETWEEN ANY BORROWER AND THE ADMINISTRATIVE
AGENT, ANY LENDER ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO
THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS AGREEMENT OR
ANY OF THE OTHER LOAN DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY,
OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING
Section 735 ILCS 105/5-1 ET SEQ. BUT OTHERWISE WITHOUT REGARD TO THE CONFLICTS
OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS.

        11.13.  CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL.

        (A)     EXCLUSIVE JURISDICTION. EXCEPT AS PROVIDED IN CLAUSE (B), EACH
     OF THE PARTIES HERETO AGREES THAT ALL DISPUTES AMONG THEM ARISING OUT OF,
     CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
     AMONG THEM IN CONNECTION

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     WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS WHETHER ARISING IN
     CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED EXCLUSIVELY BY
     STATE OR FEDERAL COURTS LOCATED IN CHICAGO, ILLINOIS, BUT THE PARTIES
     HERETO ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD
     BY A COURT LOCATED OUTSIDE OF CHICAGO, ILLINOIS. EACH OF THE PARTIES HERETO
     WAIVES IN ALL DISPUTES BROUGHT PURSUANT TO THIS CLAUSE (A) ANY OBJECTION
     THAT IT MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE.

        (B)     OTHER JURISDICTIONS. EACH BORROWER AGREES THAT THE
     ADMINISTRATIVE AGENT, ANY LENDER SHALL HAVE THE RIGHT TO PROCEED AGAINST
     EACH BORROWER OR ITS RESPECTIVE PROPERTY IN A COURT IN ANY LOCATION TO
     ENABLE SUCH PERSON TO (1) OBTAIN PERSONAL JURISDICTION OVER ANY BORROWER OR
     (2) IN ORDER TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF
     SUCH PERSON. EACH BORROWER AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE
     COUNTERCLAIMS IN ANY PROCEEDING BROUGHT BY SUCH PERSON TO ENFORCE A
     JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH PERSON. EACH BORROWER WAIVES
     ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH SUCH
     PERSON HAS COMMENCED A PROCEEDING DESCRIBED IN THIS CLAUSE (B).

        (C)     VENUE. EACH BORROWER IRREVOCABLY WAIVES ANY OBJECTION
     (INCLUDING, WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR
     BASED ON THE GROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER
     HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS
     AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR
     DELIVERED IN CONNECTION HEREWITH IN ANY JURISDICTION SET FORTH ABOVE.

        (D)     SERVICE OF PROCESS. EACH BORROWER IRREVOCABLY CONSENTS TO
     SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN ARTICLE XV, AND
     THE COMPANY AND EACH BORROWER OR GUARANTOR LOCATED OR ORGANIZED OUTSIDE OF
     THE STATE OF ILLINOIS HEREBY IRREVOCABLY APPOINTS THE COMPANY AT THE
     ADDRESS PROVIDED IN SECTION 15.1, AS ITS AGENT FOR SERVICE OF PROCESS OUT
     OF ANY OF THE COURTS REFERRED TO IN PARAGRAPHS (A) AND (B) ABOVE. NOTHING
     IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO
     SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

        (E)     WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY
     WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE,
     WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED
     WITH, RELATED TO OR

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     INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH
     THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR
     DELIVERED IN CONNECTION HEREWITH. EACH OF THE PARTIES HERETO 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 HERETO MAY FILE AN
     ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN
     EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT
     TO TRIAL BY JURY.

        (F)     ADVICE OF COUNSEL. EACH OF THE PARTIES REPRESENTS TO EACH OTHER
     PARTY HERETO THAT IT HAS DISCUSSED THIS AGREEMENT AND, SPECIFICALLY, THE
     PROVISIONS OF SECTION 11.7 AND THIS SECTION 11.13, WITH ITS COUNSEL.

        11.14.  Other Transactions. Each of the Administrative Agent, the
Arranger, the Lenders, the Swing Line Bank, the Issuing Banks and the Borrowers
acknowledge that the Lenders (or Affiliates of the Lenders) may, from time to
time, effect transactions for their own accounts or the accounts of customers,
and hold positions in loans or options on loans of the Company, the Company's
Subsidiaries and other companies that may be the subject of this credit
arrangement and nothing in this Agreement shall impair the right of any such
Person to enter into any such transaction (to the extent it is not expressly
prohibited by the terms of this Agreement) or give any other Person any claim or
right of action hereunder as a result of the existence of the credit
arrangements hereunder, all of which are hereby waived. In addition, certain
Affiliates of one or more of the Lenders are or may be securities firms and as
such may effect, from time to time, transactions for their own accounts or for
the accounts of customers and hold positions in securities or options on
securities of the Company, the Company's Subsidiaries and other companies that
may be the subject of this credit arrangement and nothing in this Agreement
shall impair the right of any such Person to enter into any such transaction (to
the extent it is not expressly prohibited by the terms of this Agreement) or
give any other Person any claim or right of action hereunder as a result of the
existence of the credit arrangements hereunder, all of which are hereby waived.
Each of the Administrative Agent, the Arranger and Arranger, the Lenders, the
Swing Line Bank, the Issuing Banks and the Borrowers acknowledges and consents
to these multiple roles, and further acknowledges that the fact that any such
unit or Affiliate is providing another service or product or proposal therefor
to the Company or any of its Subsidiaries does not mean that such service,
product, or proposal is or will be acceptable to any of the Administrative
Agent, the Arranger and Arranger, the Lenders, the Swing Line Bank or the
Issuing Banks.

        11.15.  Subordination of Intercompany Indebtedness. Each Borrower agrees
that any and all claims of such Borrower against the Company or any of its
Subsidiaries that is a Guarantor with respect to any "Intercompany Indebtedness"
(as hereinafter defined), any endorser, obligor or any other guarantor of all or
any part of the Obligations, or against any of its properties shall be
subordinate and subject in right of payment to the prior payment, in full and in
cash, of all Obligations and Hedging Obligations under Hedging Arrangements
entered into with the Lenders or any of their Affiliates ("Designated Hedging
Agreements"); provided that, and

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not in contravention of the foregoing, so long as no Default has occurred and is
continuing each Borrower may make loans to and receive payments in the ordinary
course with respect to such Intercompany Indebtedness from each such Guarantor
to the extent not prohibited by the terms of this Agreement and the other Loan
Documents. Notwithstanding any right of any Borrower to ask, demand, sue for,
take or receive any payment from any Guarantor, all rights, liens and security
interests of any Borrower, whether now or hereafter arising and howsoever
existing, in any assets of any Guarantor shall be and are subordinated to the
rights of the holders of the Obligations and the Administrative Agent in those
assets. No Borrower shall have any right to possession of any such asset or to
foreclose upon any such asset, whether by judicial action or otherwise, unless
and until all of the Obligations (other than contingent indemnity obligations)
and the Hedging Obligations under Designated Hedging Agreements shall have been
fully paid and satisfied (in cash) and all financing arrangements pursuant to
any Loan Document or Designated Hedging Agreement have been terminated. If all
or any part of the assets of any Guarantor, or the proceeds thereof, are subject
to any distribution, division or application to the creditors of such Guarantor,
whether partial or complete, voluntary or involuntary, and whether by reason of
liquidation, bankruptcy, arrangement, receivership, assignment for the benefit
of creditors or any other action or proceeding, or if the business of any such
Guarantor is dissolved or if substantially all of the assets of any such
Guarantor are sold, then, and in any such event (such events being herein
referred to as an "Insolvency Event"), any payment or distribution of any kind
or character, either in cash, securities or other property, which shall be
payable or deliverable upon or with respect to any indebtedness of any Guarantor
to any Borrower ("Intercompany Indebtedness") shall be paid or delivered
directly to the Administrative Agent for application on any of the Obligations
and Hedging Obligations under Designated Hedging Agreements, due or to become
due, until such Obligations and Hedging Obligations (other than contingent
indemnity obligations) shall have first been fully paid and satisfied (in cash).
Should any payment, distribution, security or instrument or proceeds thereof be
received by any Borrower upon or with respect to the Intercompany Indebtedness
after an Insolvency Event prior to the satisfaction of all of the Obligations
(other than contingent indemnity obligations) and Hedging Obligations under
Designated Hedging Agreements and the termination of all financing arrangements
pursuant to any Loan Document and or Designated Hedging Agreements, such
Borrower shall receive and hold the same in trust, as trustee, for the benefit
of the holders of the Obligations and such Hedging Obligations and shall
forthwith deliver the same to the Administrative Agent, for the benefit of such
Persons, in precisely the form received (except for the endorsement or
assignment of such Borrower where necessary), for application to any of the
Obligations and such Hedging Obligations, due or not due, and, until so
delivered, the same shall be held in trust by such Borrower as the property of
the holders of the Obligations and such Hedging Obligations. If any Borrower
fails to make any such endorsement or assignment to the Administrative Agent,
the Administrative Agent or any of its officers or employees are irrevocably
authorized to make the same. Each Borrower agrees that until the Obligations
(other than the contingent indemnity obligations) and such Hedging Obligations
have been paid in full (in cash) and satisfied and all financing arrangements
pursuant to any Loan Document or any Designated Hedging Agreement have been
terminated, no Borrower will assign or transfer to any Person (other than the
Administrative Agent) any claim such Borrower has or may have against any
Guarantor.

        11.16.  Lender's Not Utilizing Plan Assets. None of the consideration
used by any of the Lenders or Designated Lenders to make its Loans constitutes
for any purpose of

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ERISA or Section 4975 of the Code assets of any "plan" as
defined in Section 3(3) of ERISA or Section 4975 of the Code and the rights and
interests of each of the Lenders and Designated Lenders in and under the Loan
Documents shall not constitute such "plan assets" under ERISA.

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

                     ARTICLE XII: THE ADMINISTRATIVE AGENT

        12.1.   Appointment; Nature of Relationship. Bank One is appointed by
the Lenders as the Administrative Agent hereunder and under each other Loan
Document, and each of the Lenders irrevocably authorizes the Administrative
Agent to act as the contractual representative of such Lender with the rights
and duties expressly set forth herein and in the other Loan Documents. The
Administrative Agent agrees to act as such contractual representative upon the
express conditions contained in this Article XII. In its capacity as the
Lenders' contractual representative, the Administrative Agent is acting as an
independent contractor, the rights and duties of which are limited to those
expressly set forth in this Agreement and the other Loan Documents. Each of the
Lenders agrees to assert no claim against the Administrative Agent on any agency
theory or any other theory of liability for breach of fiduciary duty.

        12.2.   Powers. The Administrative Agent shall have and may exercise
such powers under the Loan Documents as are specifically delegated to the
Administrative Agent by the terms of each thereof, together with such powers as
are reasonably incidental thereto. The Administrative Agent shall have no
implied duties or fiduciary duties to the Lenders, or any obligation to the
Lenders to take any action hereunder or under any of the other Loan Documents
except any action specifically provided by the Loan Documents required to be
taken by the Administrative Agent.

        12.3.   General Immunity. Neither the Administrative Agent nor any of
its directors, officers, agents or employees shall be liable to the Borrowers,
the Lenders or any Lender for any action taken or omitted to be taken by it or
them hereunder or under any other Loan Document or in connection herewith or
therewith except to the extent such action or inaction is found in a final
judgment by a court of competent jurisdiction to have arisen solely from the
Gross Negligence or willful misconduct of such Person.

        12.4.   No Responsibility for Loans, Creditworthiness, Recitals, Etc.
Neither the Administrative Agent nor any of its directors, officers, agents or
employees shall be responsible for or have any duty to ascertain, inquire into,
or verify (i) any statement, warranty or representation made in connection with
any Loan Document or any borrowing hereunder; (ii) the performance or observance
of any of the covenants or agreements of any obligor under any Loan Document;
(iii) the satisfaction of any condition specified in Article V, except receipt
of items required to be delivered solely to the Administrative Agent; (iv) the
existence or possible existence of any Default or (v) the validity,
effectiveness or genuineness of any Loan Document or any other instrument or
writing furnished in connection therewith. The Administrative Agent

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shall not be responsible to any Lender for any recitals, statements,
representations or warranties herein or in any of the other Loan Documents or
for the execution, effectiveness, genuineness, validity, legality,
enforceability, collectibility, or sufficiency of this Agreement or any of the
other Loan Documents or the transactions contemplated thereby, or for the
financial condition of any guarantor of any or all of the Obligations, the
Company or any of its Subsidiaries.

        12.5.   Action on Instructions of Lenders. The Administrative Agent
shall in all cases be fully protected in acting, or in refraining from acting,
hereunder and under any other Loan Document in accordance with written
instructions signed by the Required Lenders (or all of the Lenders in the event
that and to the extent that this Agreement expressly requires such), and such
instructions and any action taken or failure to act pursuant thereto shall be
binding on all of the Lenders and on all owners of Loans. The Administrative
Agent shall be fully justified in failing or refusing to take any action
hereunder and under any other Loan Document unless it shall first be indemnified
to its satisfaction by the Lenders pro rata against any and all liability, cost
and expense that it may incur by reason of taking or continuing to take any such
action.

        12.6.   Employment of Agents and Counsel. The Administrative Agent may
execute any of its duties as the Administrative Agent hereunder and under any
other Loan Document by or through employees, agents, and attorney-in-fact and
shall not be answerable to the Lenders, except as to money or securities
received by it or its authorized agent, for the default or misconduct of any
such agent or attorneys-in-fact selected by it with reasonable care. The
Administrative Agent shall be entitled to advice of counsel concerning the
contractual arrangement between the Administrative Agent and the Lenders and all
matters pertaining to the Administrative Agent's duties hereunder and under any
other Loan Document.

        12.7.   Reliance on Documents; Counsel. The Administrative Agent shall
be entitled to rely upon any notice, consent, certificate, affidavit, letter,
telegram, statement, paper or document believed by it to be genuine and correct
and to have been signed or sent by the proper person or persons, and, in respect
to legal matters, upon the opinion of counsel selected by the Administrative
Agent, which counsel may be employees of the Administrative Agent.

        12.8.   The Administrative Agent's Reimbursement and Indemnification.
The Lenders agree to reimburse and indemnify the Administrative Agent (i) for
any amounts not reimbursed by any Borrower for which the Administrative Agent is
entitled to reimbursement by any Borrower under the Loan Documents, (ii) for any
other expenses incurred by the Administrative Agent in connection with the
preparation, execution, delivery, administration and enforcement of the Loan
Documents and (iii) for any liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind and nature whatsoever which may be imposed on, incurred by or asserted
against the Administrative Agent in any way relating to or arising out of the
Loan Documents or any other document delivered in connection therewith or the
transactions contemplated thereby, or the enforcement of any of the terms
thereof or of any such other documents, provided that no Lender shall be liable
for any of the foregoing to the extent any of the foregoing is found in a final
non-appealable judgment by a court of competent jurisdiction to have arisen
solely from the Gross Negligence or willful misconduct of the Administrative
Agent.

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        12.9.   Rights as a Lender. With respect to its Commitment, Loans made
by it, and Letters of Credit issued by it, the Administrative Agent shall have
the same rights and powers hereunder and under any other Loan Document as any
Lender or Issuing Bank and may exercise the same as though it were not the
Administrative Agent, and the term "Lender" or "Lenders", "Issuing Bank" or
"Issuing Banks" shall, unless the context otherwise indicates, include the
Administrative Agent in its individual capacity. The Administrative Agent may
accept deposits from, lend money to, and generally engage in any kind of trust,
debt, equity or other transaction, in addition to those contemplated by this
Agreement or any other Loan Document, with the Company or any of its
Subsidiaries in which such Person is not prohibited hereby from engaging with
any other Person.

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

        12.11.  Successor Administrative Agent. The Administrative Agent may
resign at any time by giving written notice thereof to the Lenders and the
Company. Upon any such resignation, the Required Lenders shall have the right to
appoint, on behalf of the Borrowers and the Lenders, a successor Administrative
Agent. If no successor Administrative Agent shall have been so appointed by the
Required Lenders and shall have accepted such appointment within thirty days
after the retiring Administrative Agent's giving notice of resignation, then the
retiring Administrative Agent may appoint, on behalf of the Borrowers and the
Lenders, a successor Administrative Agent. Notwithstanding anything herein to
the contrary, so long as no Default has occurred and is continuing, each such
successor Administrative Agent shall be subject to approval by the Company,
which approval shall not be unreasonably withheld or delayed. Such successor
Administrative Agent shall be a commercial bank having capital and retained
earnings of at least $500,000,000. Upon the acceptance of any appointment as the
Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder and under the other Loan Documents. After any retiring
Administrative Agent's resignation hereunder as Administrative Agent, the
provisions of this Article XII 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
the Administrative Agent hereunder and under the other Loan Documents.

        12.12.  Documentation Agent, Syndication Agent, and Arranger. Neither
the Documentation Agent, the Syndication Agent nor the Arranger shall have any
right, power, obligation, liability, responsibility or duty under this Agreement
other than those applicable to all Lenders as such. Without limiting the
foregoing, none of such Lenders shall have or be deemed to have a fiduciary
relationship with any Lender. Each Lender hereby makes the same

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<PAGE>

acknowledgments with respect to such Lenders as it makes with respect to the
Administrative Agent in Section 12.10.

                     ARTICLE XIII: SETOFF; RATABLE PAYMENTS

        13.1.   Setoff. In addition to, and without limitation of, any rights of
the Lenders under applicable law, if any Default occurs and is continuing, any
Indebtedness from any Lender to the Company or any other Borrower (including all
account balances, whether provisional or final and whether or not collected or
available) may be offset and applied toward the payment of the Obligations owing
to such Lender, whether or not the Obligations, or any part hereof, shall then
be due.

        13.2.   Ratable Payments. If any Lender, whether by setoff or otherwise,
has payment made to it upon its Loans (other than payments received pursuant to
Sections 4.1, 4.2 or 4.4) in a greater proportion than that received by any
other Lender, such Lender agrees, promptly upon demand, to purchase a portion of
the Loans held by the other Lenders so that after such purchase each Lender will
hold its ratable proportion of Loans. In case any such payment is disturbed by
legal process, or otherwise, appropriate further adjustments shall be made.

        13.3.   Application of Payments. The Administrative Agent shall, unless
otherwise specified at the direction of the Required Lenders which direction
shall be consistent with the last two sentences of this Section 13.3, apply all
payments and prepayments in respect of any Obligations in the following order:

        (i)     first, to pay interest on and then principal of any portion of
       the Loans which the Administrative Agent may have advanced on behalf of
       any Lender for which the Administrative Agent has not then been
       reimbursed by such Lender or the applicable Borrower;

        (ii)    second, to pay interest on and then principal of any advance
       made under Section 11.3 for which the Administrative Agent has not then
       been paid by the applicable Borrower or reimbursed by the Lenders;

        (iii)   third, to the ratable payment of the Obligations in respect of
       any fees, expenses, reimbursements or indemnities then due to the
       Administrative Agent or the Arranger;

        (iv)    fourth, to pay Obligations in respect of any fees, expenses,
       reimbursements or indemnities then due to the Lenders and the issuer(s)
       of Letters of Credit;

        (v)     fifth, to pay interest due in respect of Swing Line Loans;

        (vi)    sixth, to pay interest due in respect of Loans (other than Swing
       Line Loans) and L/C Obligations;

        (vii)   seventh, to the ratable payment or prepayment of principal
       outstanding on Swing Line Loans;

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        (viii)  eighth, to the ratable payment or prepayment of principal
       outstanding on Loans (other than Swing Line Loans) and Reimbursement
       Obligations; and

        (ix)    ninth, to the ratable payment of all other Obligations.

Unless otherwise designated (which designation shall only be applicable prior to
the occurrence of a Default) by the Company, all principal payments in respect
of Loans (other than Swing Line Loans) shall be applied first, to repay
outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate
Loans with those Eurodollar Rate Loans which have earlier expiring Interest
Periods being repaid prior to those which have later expiring Interest Periods.
The order of priority set forth in this Section 13.3 and the related provisions
of this Agreement are set forth solely to determine the rights and priorities of
the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of
Letters of Credit as among themselves. The order of priority set forth in
clauses (iv) through (ix) of this Section 13.3 may at any time and from time to
time be changed by the Required Lenders without necessity of notice to or
consent of or approval by any Borrower, or any other Person; provided, that the
order of priority of payments in respect of Swing Line Loans may be changed only
with the prior written consent of the Swing Line Bank. The order of priority set
forth in clauses (i) through (iii) of this Section 13.3 may be changed only with
the prior written consent of the Administrative Agent, and, in the case of
clause (iii), with the prior written consent of the Arranger.

        13.4.   Relations Among Lenders.

        (A)     No Action Without Consent. Except with respect to the exercise
     of set-off rights of any Lender in accordance with Section 12.1, the
     proceeds of which are applied in accordance with this Agreement, and each
     Lender agrees that it will not take any action, nor institute any actions
     or proceedings, against the Borrowers or any other obligor hereunder or
     with respect to any Loan Document, without the prior written consent of the
     Required Lenders or, as may be provided in this Agreement or the other Loan
     Documents, at the direction of the Administrative Agent.

        (B)     Not Partners; No Liability. The Lenders are not partners or
     co-venturers, and no Lender shall be liable for the acts or omissions of,
     or (except as otherwise set forth herein in case of the Administrative
     Agent) authorized to act for, any other Lender. The Administrative Agent
     shall have the exclusive right on behalf of the Lenders to enforce on the
     payment of the principal of and interest on any Loan after the date such
     principal or interest has become due and payable pursuant to the terms of
     this Agreement.

         ARTICLE XIV: BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

        14.1.   Successors and Assigns. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrowers and
the Lenders and their respective successors and assigns, except that (A) other
than in connection with a transaction involving a Subsidiary Borrower which is
permitted pursuant to the terms of this Agreement, no Borrower shall have any
right to assign its rights or obligations under the Loan Documents without the
consent of all of the Lenders, and any such assignment in violation of this
Section 14.1(A) shall be null and void, and (B) any assignment by any Lender
must be made

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in compliance with Section 14.3 hereof. The parties to this Agreement
acknowledge that clause (B) of this Section 14.1 relates only to absolute
assignments and does not prohibit assignments creating security interests,
including, without limitation, (x) any pledge or assignment by any Lender of all
or any portion of its rights under this Agreement and any Note to a Federal
Reserve Bank or (y) in the case of a Lender which is a fund, any pledge or
assignment of all or any portion of its rights under this Agreement and any Note
to its trustee in support of its obligations to its trustee; provided, however,
that no such pledge or assignment creating a security interest shall release the
transferor Lender from its obligations hereunder unless and until the parties
thereto have complied with the provisions of Section 14.3. The Administrative
Agent may treat each Lender as the owner of the Loans made by such Lender
hereunder for all purposes hereof unless and until such Lender complies with
Section 14.3 hereof in the case of an assignment thereof or, in the case of any
other transfer, a written notice of the transfer is filed with the
Administrative Agent. Any assignee or transferee of a Loan, Commitment, L/C
Interest or any other interest of a Lender under the Loan Documents agrees by
acceptance thereof to be bound by all the terms and provisions of the Loan
Documents. Any request, authority or consent of any Person, who at the time of
making such request or giving such authority or consent is the owner of any
Loan, shall be conclusive and binding on any subsequent owner, transferee or
assignee of such Loan.

        14.2.   Participations.

        (A)     Permitted Participants; Effect. Subject to the terms set forth
     in this Section 14.2, any Lender may, in the ordinary course of its
     business and in accordance with applicable law, at any time sell to one or
     more banks or other entities ("Participants") participating interests in
     any Loan owing to such Lender, the Commitment of such Lender, any L/C
     Interest of such Lender or any other interest of such Lender under the Loan
     Documents on a pro rata or non-pro rata basis. Notice of such participation
     to the Company and the Administrative Agent shall be required prior to any
     participation becoming effective with respect to a Participant which is not
     a Lender, Designated Lender or an Affiliate thereof. Upon receiving said
     notice, the Administrative Agent shall record the participation in the
     Register it maintains. Moreover, notwithstanding such recordation, such
     participation shall not be considered an assignment under Section 14.3 of
     this Agreement and such Participant shall not be considered a Lender. In
     the event of any such sale by a Lender of participating interests to a
     Participant, such Lender's obligations under the Loan Documents shall
     remain unchanged, such Lender shall remain solely responsible to the other
     parties hereto for the performance of such obligations, such Lender shall
     remain the owner of all Loans made by it for all purposes under the Loan
     Documents, all amounts payable by the applicable Borrower under this
     Agreement shall be determined as if such Lender had not sold such
     participating interests, and the applicable Borrower and the Administrative
     Agent shall continue to deal solely and directly with such Lender in
     connection with such Lender's rights and obligations under the Loan
     Documents except that, for purposes of Article IV hereof, the Participants
     shall be entitled to the same rights as if they were Lenders.

        (B)     Voting Rights. Each Lender shall retain the sole right to
     approve, without the consent of any Participant, any amendment,
     modification or waiver of any provision of the Loan Documents other than
     any amendment, modification or waiver which, if the

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     Participant were a Lender hereunder, would require the consent of such
     Participant pursuant to the terms of Section 9.2.

        (C)     Benefit of Setoff. The Borrowers agree that each Participant
     shall be deemed to have the right of setoff provided in Section 13.1 hereof
     in respect to its participating interest in amounts owing under the Loan
     Documents to the same extent as if the amount of its participating interest
     were owing directly to it as a Lender under the Loan Documents, provided
     that each Lender shall retain the right of setoff provided in Section 13.1
     hereof with respect to the amount of participating interests sold to each
     Participant except to the extent such Participant exercises its right of
     setoff. The Lenders agree to share with each Participant, and each
     Participant, by exercising the right of setoff provided in Section 13.1
     hereof, agrees to share with each Lender, any amount received pursuant to
     the exercise of its right of setoff, such amounts to be shared in
     accordance with Section 13.2 as if each Participant were a Lender.

        14.3.   Assignments.

        (A)     Permitted Assignments. Any Lender (each such assigning Lender
     under this Section 14.3 being a "Seller") may, in accordance with
     applicable law, at any time assign to one or more banks or other entities
     that are Eligible Assignees ("Purchasers") all or a portion of its rights
     and obligations under this Agreement (including, without limitation, its
     Commitment, Loans owing to it, its participation interests in existing
     Letters of Credit and Swing Line Loans, and its obligation to participate
     in additional Letters of Credit and Swing Line Loans) in accordance with
     the provisions of this Section 14.3. Each assignment shall be of a
     constant, and not a varying, ratable percentage of all of the Seller's
     rights and obligations under this Agreement. Such assignment shall be
     substantially in the form of Exhibit D hereto and shall not be permitted
     hereunder unless such assignment is either for all of such Seller's rights
     and obligations under the Loan Documents or, without the prior written
     consent of the Administrative Agent, involves loans and commitments in an
     aggregate amount of at least Five Million and 00/100 Dollars ($5,000,000)
     (which minimum amount shall not apply to any assignment between Lenders, or
     to an Affiliate of any Lender). The written consent of the Administrative
     Agent, and, prior to the occurrence of a Default, the Company (which
     consent, in each such case, shall not be unreasonably withheld or delayed),
     shall be required prior to an assignment becoming effective with respect to
     a Purchaser which is not a Lender or an Affiliate of such assigning Lender.

        (B)     Effect; Effective Date. Upon (i) delivery to the Administrative
     Agent of a notice of assignment, substantially in the form attached as
     Appendix I to Exhibit D hereto (a "Notice of Assignment"), together with
     any consent required by Section 14.3(A) hereof, (ii) payment of a Four
     Thousand and 00/100 Dollar ($4,000) fee by the assignor to the
     Administrative Agent for processing such assignment, which fee shall not
     apply to any assignment from a Lender to an Affiliate of such Lender, and
     (iii) the completion of the recording requirements in Section 14.3(C), such
     assignment shall become effective on the later of such date when the
     requirements in clauses (i), (ii), and (iii) are met or the effective date
     specified in such Notice of Assignment. The Notice of Assignment shall
     contain a representation by the Purchaser to the effect that none of the
     consideration used

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     to make the purchase of the Commitment, Loans and L/C Obligations under the
     applicable assignment agreement are "plan assets" as defined under ERISA
     and that the rights and interests of the Purchaser in and under the Loan
     Documents will not be "plan assets" under ERISA. On and after the effective
     date of such assignment, such Purchaser, if not already a Lender, shall for
     all purposes be a Lender party to this Agreement and any other Loan
     Documents executed by the Lenders and shall have all the rights and
     obligations of a Lender under the Loan Documents, to the same extent as if
     it were an original party hereto, and no further consent or action by any
     Borrower, the Lenders or the Administrative Agent shall be required to
     release the Seller with respect to the percentage of the Aggregate
     Commitment, Loans and Letter of Credit and Swing Line Loan participations
     assigned to such Purchaser. Upon the consummation of any assignment to a
     Purchaser pursuant to this Section 14.3(B), the Seller, the Administrative
     Agent and the Borrowers shall make appropriate arrangements so that, to the
     extent notes have been issued to evidence any of the transferred Loans,
     replacement notes are issued to such Seller and new notes or, as
     appropriate, replacement notes, are issued to such Purchaser, in each case
     in principal amounts reflecting their Commitments, as adjusted pursuant to
     such assignment. Notwithstanding anything to the contrary herein, no
     Borrower shall, at any time, be obligated to pay under Section 2.14(E) to
     any Lender that is a Purchaser, assignee or transferee any sum in excess of
     the sum which such Borrower would have been obligated to pay in respect of
     such transferred Loan to the Lender that was the Seller, assignor or
     transferor had such assignment or transfer not been effected.

        (C)     The Register. Notwithstanding anything to the contrary in this
     Agreement, each Borrower hereby designates the Administrative Agent, and
     the Administrative Agent, hereby accepts such designation, to serve as such
     Borrower's contractual representative solely for purposes of this Section
     14.3(C). In this connection, the Administrative Agent shall maintain at its
     address referred to in Section 15.1 a copy of each assignment delivered to
     and accepted by it pursuant to this Section 14.3 and a register (the
     "Register") for the recordation of the names and addresses of the Lenders
     and the Commitment of, principal amount of and interest on the Loans owing
     to, each Lender from time to time and whether such Lender is an original
     Lender or the assignee of another Lender pursuant to an assignment under
     this Section 14.3. The entries in the Register shall be conclusive and
     binding for all purposes, absent manifest error, and the Company and each
     of its Subsidiaries, the Administrative Agent and the Lenders may treat
     each Person whose name is recorded in the Register as a Lender hereunder
     for all purposes of this Agreement. The Register shall be available for
     inspection by any Borrower or any Lender at any reasonable time and from
     time to time upon reasonable prior notice.

        (D)     Designated Lender.

        (i)     Subject to the terms and conditions set forth in this Section
       14.3(D), any Lender may from time to time elect to designate an Eligible
       Designee to provide all or any part of the Loans to be made by such
       Lender pursuant to this Agreement; provided that the designation of an
       Eligible Designee by any Lender for purposes of this Section 14.3(D)
       shall be subject to the approval of the Administrative Agent (which
       consent shall not be unreasonably withheld or delayed). Upon the
       execution

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       by the parties to each such designation of an agreement in the form of
       Exhibit K hereto (a "Designation Agreement") and the acceptance thereof
       by the Administrative Agent, the Eligible Designee shall become a
       Designated Lender for purposes of this Agreement. The Designating Lender
       shall thereafter have the right to permit the Designated Lender to
       provide all or a portion of the Loans to be made by the Designating
       Lender pursuant to the terms of this Agreement and the making of the
       Loans or portion thereof shall satisfy the obligations of the Designating
       Lender to the same extent, and as if, such Loan was made by the
       Designating Lender. As to any Loan made by it, each Designated Lender
       shall have all the rights a Lender making such Loan would have under this
       Agreement and otherwise; provided, (x) that all voting rights under this
       Agreement shall be exercised solely by the Designating Lender, (y) each
       Designating Lender shall remain solely responsible to the other parties
       hereto for its obligations under this Agreement, including the
       obligations of a Lender in respect of Loans made by its Designated Lender
       and (z) no Designated Lender shall be entitled to reimbursement under
       Article IV hereof for any amount which would exceed the amount that would
       have been payable by the Borrowers to the Lender from which the
       Designated Lender obtained any interests hereunder. No additional Notes
       shall be required with respect to Loans provided by a Designated Lender;
       provided, however, to the extent any Designated Lender shall advance
       funds, the Designating Lender shall be deemed to hold the Notes in its
       possession as an agent for such Designated Lender to the extent of the
       Loan funded by such Designated Lender. Such Designating Lender shall act
       as administrative agent for its Designated Lender and give and receive
       notices and communications hereunder. Any payments for the account of any
       Designated Lender shall be paid to its Designating Lender as
       administrative agent for such Designated Lender and neither the Borrowers
       nor the Administrative Agent shall be responsible for any Designating
       Lender's application of such payments. In addition, any Designated Lender
       may (1) with notice to, but without the consent of the Borrowers or the
       Administrative Agent, assign all or portions of its interests in any
       Loans to its Designating Lender or to any financial institution consented
       to by the Administrative Agent providing liquidity and/or credit
       facilities to or for the account of such Designated Lender and (2)
       subject to advising any such Person that such information is to be
       treated as confidential in accordance with such Person's customary
       practices for dealing with confidential, non-public information, disclose
       on a confidential basis any non-public information relating to its Loans
       to any rating agency, commercial paper dealer or provider of any
       guarantee, surety or credit or liquidity enhancement to such Designated
       Lender.

        (ii)    Each party to this Agreement hereby agrees that it shall not
       institute against, or join any other Person in instituting against any
       Designated Lender any bankruptcy, reorganization, arrangements,
       insolvency or liquidation proceeding or other proceedings under any
       federal or state bankruptcy or similar law for one year and a day after
       the payment in full of all outstanding senior indebtedness of any
       Designated Lender; provided that the Designating Lender for each
       Designated Lender hereby agrees to indemnify, save and hold harmless each
       other party hereto for any loss, cost, damage and expense arising out of
       their inability to institute any such proceeding against such Designated
       Lender. This Section 14.3(D)(ii) shall survive the termination of this
       Agreement.

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        14.4.   Confidentiality. Subject to Section 14.5, the Administrative
Agent and the Lenders and their respective representatives, consultants and
advisors shall hold all nonpublic information obtained pursuant to the
requirements of this Agreement and identified as such by the Company or any
other Borrower in accordance with such Person's customary procedures for
handling confidential information of this nature and in accordance with safe and
sound commercial lending or investment practices and in any event may make
disclosure reasonably required by a prospective Transferee in connection with
the contemplated participation or assignment or as required or requested by any
Governmental Authority or any securities exchange or similar self-regulatory
organization or representative thereof or pursuant to a regulatory examination
or legal process, or to any direct or indirect contractual counterparty in swap
agreements or such contractual counterparty's professional advisor, and shall
(x) use its commercially reasonable efforts to give prior notice of any such
disclosure to the extent permitted by applicable law, and (y) require any such
Transferee to agree (and require any of its Transferees to agree) to comply with
this Section 14.4. In no event shall the Administrative Agent or any Lender be
obligated or required to return any materials furnished by the Company;
provided, however, each prospective Transferee shall be required to agree that
if it does not become a participant or assignee it shall return all materials
furnished to it by or on behalf of the Company in connection with this
Agreement.

        14.5.   Dissemination of Information. Each Borrower authorizes each
Lender to disclose to any Participant or Purchaser or any other Person acquiring
an interest in the Loan Documents by operation of law (each a "Transferee") and
any prospective Transferee any and all information in such Lender's possession
concerning the Borrowers and its Subsidiaries; provided that prior to any such
disclosure, such prospective Transferee shall agree to preserve in accordance
with Section 14.4 the confidentiality of any confidential information described
therein.

                              ARTICLE XV: NOTICES

        15.1.   Giving Notice. Except as otherwise permitted by Section 2.13
with respect to Borrowing/Election Notices, all notices and other communications
provided to any party hereto under this Agreement or any other Loan Documents
shall be in writing or by telex or by facsimile and addressed or delivered to
such party at its address set forth below its signature hereto or at such other
address as may be designated by such party in a notice to the other parties. Any
notice, if mailed and properly addressed with postage prepaid, shall be deemed
given three (3) Business Days after mailed; any notice, if transmitted by telex
or facsimile, shall be deemed given when transmitted (answerback confirmed in
the case of telexes); or any notice, if transmitted by courier, one (1) Business
Day after deposit with a reputable overnight carrier service, with all charges
paid.

        15.2.   Change of Address. The Borrowers, the Administrative Agent and
any Lender may each change the address for service of notice upon it by a notice
in writing to the other parties hereto.

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                            ARTICLE XVI: COUNTERPARTS

        This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Agreement by signing any such counterpart. This
Agreement shall be effective when it has been executed by the Company, the
Administrative Agent and the Lenders and each party has notified the
Administrative Agent by telex or telephone, that it has taken such action.

                  [Remainder of This Page Intentionally Blank]

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        IN WITNESS WHEREOF, the Borrowers, the Lenders and the Administrative
Agent have executed this Agreement as of the date first above written.

                                     CHICAGO BRIDGE & IRON COMPANY
                                     N.V., as the Company
                                     By:  CHICAGO BRIDGE & IRON COMPANY B.V.
                                     Its:  Managing Director

                                     By:
                                        -----------------------
                                     Name:
                                     Title:  Managing Director


                                     Address:
                                     c/o Chicago Bridge & Iron Company
                                     Town Center One
                                     1450 Lake Robbins Drive
                                     Suite 400
                                     The Woodlands, TX  77380
                                     Attention: Richard E. Goodrich, Executive
                                     Vice President & Chief Financial Officer
                                     Telephone No.: (___) ___-____
                                     Facsimile No.: (___) ___-____

                                     with a copy to:

                                     c/o Chicago Bridge & Iron Company
                                     1501 N. Division Street
                                     Plainfield, Illinois  60544-8984
                                     Attention: Richard E. Goodrich, Executive
                                     Vice President & Chief Financial Officer
                                     Telephone No.: (815) 439-6000
                                     Facsimile No.: (815) 439-4050

                                                      Sidley Austin Brown & Wood

Signature page to amended and restated 364-DAY credit agreement
Dated August, 2002

<PAGE>

                                     CB&I CONSTRUCTORS, INC., as a Subsidiary
                                     Borrower


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


                                     Address:
                                     c/o Chicago Bridge & Iron Company
                                     Town Center One
                                     1450 Lake Robbins Drive
                                     Suite 400
                                     The Woodlands, TX  77380
                                     Attention: Richard E. Goodrich, Executive
                                     Vice President & Chief Financial Officer
                                     Telephone No.: (___) ___-____
                                     Facsimile No.: (___) ___-____

                                     with a copy to:

                                     c/o Chicago Bridge & Iron Company
                                     1501 N. Division Street
                                     Plainfield, Illinois  60544-8984
                                     Attention: Richard E. Goodrich, Executive
                                     Vice President & Chief Financial Officer
                                     Telephone No.: (815) 439-6000
                                     Facsimile No.: (815) 439-4050

                                                      Sidley Austin Brown & Wood

Signature page to amended and restated 364-DAY credit agreement
Dated August, 2002

<PAGE>

                                     CBI SERVICES, INC., as a Subsidiary
                                     Borrower


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


                                     Address:
                                     1503 N. Division Street
                                     Plainfield, Illinois  60544-8984
                                     Attention: Treasurer
                                     Telephone No.: (815) 439-6000
                                     Facsimile No.: (815) 439-4050

                                     with a copy to:

                                     Chicago Bridge & Iron Company
                                     Town Center One
                                     1450 Lake Robbins Drive
                                     Suite 400
                                     The Woodlands, TX  77380
                                     Attention: Richard E. Goodrich, Executive
                                     Vice President & Chief Financial Officer
                                     Telephone No.: (___) ___-____
                                     Facsimile No.: (___) ___-____

                                                      Sidley Austin Brown & Wood

Signature page to amended and restated 364-DAY credit agreement
Dated August, 2002

<PAGE>

                                     CHICAGO BRIDGE & IRON COMPANY
                                     (DELAWARE), as a Subsidiary Borrower


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


                                     Address:
                                     c/o Chicago Bridge & Iron Company
                                     Town Center One
                                     1450 Lake Robbins Drive
                                     Suite 400
                                     The Woodlands, TX  77380
                                     Attention: Richard E. Goodrich, Executive
                                     Vice President & Chief Financial Officer
                                     Telephone No.: (___) ___-____
                                     Facsimile No.: (___) ___-____

                                     with a copy to:

                                     c/o Chicago Bridge & Iron Company
                                     1501 N. Division Street
                                     Plainfield, Illinois  60544-8984
                                     Attention: Richard E. Goodrich, Executive
                                     Vice President & Chief Financial Officer
                                     Telephone No.: (815) 439-6000
                                     Facsimile No.: (815) 439-4050

                                                      Sidley Austin Brown & Wood

Signature page to amended and restated 364-DAY credit agreement
Dated August, 2002

<PAGE>

                                     CB&I TYLER COMPANY, as a Subsidiary
                                     Borrower


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


                                     Address:
                                     c/o Chicago Bridge & Iron Company
                                     Town Center One
                                     1450 Lake Robbins Drive
                                     Suite 400
                                     The Woodlands, TX  77380
                                     Attention: Richard E. Goodrich, Executive
                                     Vice President & Chief Financial Officer
                                     Telephone No.: (___) ___-____
                                     Facsimile No.: (___) ___-____

                                     with a copy to:

                                     c/o Chicago Bridge & Iron Company
                                     1501 N. Division Street
                                     Plainfield, Illinois  60544-8984
                                     Attention: Richard E. Goodrich, Executive
                                     Vice President & Chief Financial Officer
                                     Telephone No.: (815) 439-6000
                                     Facsimile No.: (815) 439-4050

                                                      Sidley Austin Brown & Wood

Signature page to amended and restated 364-DAY credit agreement
Dated August, 2002

<PAGE>

                                     BANK ONE, NA (having its principal office
                                     in Chicago, Illinois), as Administrative
                                     Agent and as a Lender


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


                                     Notice Address:
                                     One Bank One Plaza
                                     Chicago, Illinois  60670
                                     Attention:  Nathan Bloch
                                     Telephone:  (312) 732-2243
                                     Facsimile:  (312) 732-1117


                                     Lending Installation Address:
                                     One Bank One Plaza
                                     Chicago, Illinois  60670

                                                      Sidley Austin Brown & Wood

Signature page to amended and restated 364-DAY credit agreement
Dated August, 2002

<PAGE>

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


                                     By:
                                        -----------------------
                                     Name: Kenneth J. Beck
                                     Title: Principal


                                     Notice Address:
                                     Bank of America, N.A.
                                     555 California Street
                                     San Francisco, CA  94104-1503
                                     Attention: Kenneth J. Beck
                                     Telephone: (415) 953-5753
                                     Facsimile: (415) 622-4585


                                     Lending Installation Address:
                                     Bank of America, N.A.
                                     CA9-706-11-07
                                     555 South Flower Street
                              `      Los Angeles, CA 90071

                                                      Sidley Austin Brown & Wood

Signature page to amended and restated 364-DAY credit agreement
Dated August, 2002

<PAGE>

                                     HARRIS TRUST AND SAVINGS BANK, as
                                     Documentation Agent and as a Lender


                                     By:
                                        -----------------------
                                     Name: Shahrokh Z. Shah
                                     Title:  Managing Director


                                     Notice Address:
                                     111 W. Monroe Street
                                     5th Floor West
                                     Chicago, Illinois  60603
                                     Attention: Shahrokh Z. Shah
                                     Telephone: (312) 293-8353
                                     Facsimile: (312) 293-5852


                                     Lending Installation Address:
                                     111 W. Monroe Street
                                     5th Floor West
                                     Chicago, Illinois  60603

                                                      Sidley Austin Brown & Wood

Signature page to amended and restated 364-DAY credit agreement
Dated August, 2002

<PAGE>

                                     CREDIT SUISSE FIRST BOSTON, as a Lender

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


                                     Notice Address:

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

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

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


                                     Attention:  ------------------------------

                                     Telephone:  ------------------------------

                                     Facsimile:  ------------------------------


                                     Lending Installation Address:

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

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

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

                                                      Sidley Austin Brown & Wood

Signature page to amended and restated 364-DAY credit agreement
Dated August, 2002

<PAGE>

                                     THE NORTHERN TRUST COMPANY, as a Lender

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


                                     Notice Address:

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

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

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


                                     Attention:  ------------------------------

                                     Telephone:  ------------------------------

                                     Facsimile:  ------------------------------


                                     Lending Installation Address:

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

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

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

                                                      Sidley Austin Brown & Wood

Signature page to amended and restated 364-DAY credit agreement
Dated August, 2002

<PAGE>

                                     WELLS FARGO BANK TEXAS, N.A., as a Lender

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


                                     Notice Address:

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

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

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


                                     Attention:  ------------------------------

                                     Telephone:  ------------------------------

                                     Facsimile:  ------------------------------


                                     Lending Installation Address:

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

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

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

                                                      Sidley Austin Brown & Wood

Signature page to amended and restated 364-DAY credit agreement
Dated August, 2002

<PAGE>

                                     LEHMAN COMMERCIAL PAPER INC., as a Lender

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


                                     Notice Address:

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

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

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


                                     Attention:  ------------------------------

                                     Telephone:  ------------------------------

                                     Facsimile:  ------------------------------


                                     Lending Installation Address:

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

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

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

                                                      Sidley Austin Brown & Wood

Signature page to amended and restated 364-DAY credit agreement
Dated August, 2002

<PAGE>

                                                                    ATTACHMENT A

                                  REAFFIRMATION

        Each of the undersigned hereby acknowledges receipt of a copy of the
foregoing Amended and Restated 364-Day Credit Agreement dated as of August 19,
2002 by and among CHICAGO BRIDGE & IRON COMPANY N.V. (the "Company"), CB&I
CONSTRUCTORS, INC., CBI SERVICES, INC., CHICAGO BRIDGE & IRON COMPANY (DELAWARE)
and CB&I TYLER COMPANY (collectively, the "Subsidiary Borrowers", and, together
with the Company, the "Borrowers"), the financial institutions from time to time
party thereto (the "Lenders"), BANK ONE, NA (having its principal office in
Chicago, Illinois), in its individual capacity as a Lender and in its capacity
as contractual representative (the "Administrative Agent"), BANK OF AMERICA,
N.A., as Syndication Agent, and HARRIS TRUST AND SAVINGS BANK, as Documentation
Agent (and as the same have been or may be amended, restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"). Capitalized terms
used in this Reaffirmation and not defined herein shall have the meanings given
to them in the Credit Agreement. Without in any way establishing a course of
dealing by the Administrative Agent or any Lender, each of the undersigned
reaffirms the terms and conditions of the Subsidiary Guaranty and any other Loan
Document executed by it and acknowledges and agrees that such agreement and each
and every such Loan Document executed by the undersigned in connection with the
Credit Agreement remains in full force and effect and is hereby reaffirmed,
ratified and confirmed. All references to the "364-Day Credit Agreement"
contained in the above-referenced documents shall be a reference to the Credit
Agreement, as the same may from time to time hereafter be amended, modified or
restated.

Dated:  August 19, 2002

                                                      Sidley Austin Brown & Wood

Signature page to amended and restated 364-DAY credit agreement
Dated August, 2002

<PAGE>

CHICAGO BRIDGE & IRON COMPANY

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


CHICAGO BRIDGE & IRON COMPANY (DELAWARE)

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


CB&I TYLER COMPANY

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


CB&I CONSTRUCTORS, INC.

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


CBI SERVICES, INC.

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

                                                      Sidley Austin Brown & Wood

Signature page to amended and restated 364-DAY credit agreement
Dated August, 2002

<PAGE>

                                            ARABIAN GULF MATERIAL SUPPLY
HORTON CBI, LIMITED                         COMPANY, LTD.


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



CBI VENEZOLANA, S.A.                        ASIA PACIFIC SUPPLY CO.

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



CBI EASTERN ANSTALT                         CBI COMPANY LTD.

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


CBI CONSTRUCTORS PTY, LTD.                  CBI CONSTRUCCIONES S.A.

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



LEALAND FINANCE COMPANY B.V.                CBI CONSTRUCTORS LIMITED

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



CB&I (EUROPE) B.V.                          CBI HOLDINGS (U.K.) LIMITED

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


                                                      Sidley Austin Brown & Wood

Signature page to amended and restated 364-DAY credit agreement
Dated August, 2002

<PAGE>

CBI OVERSEAS, LLC                           HOWE-BAKER INTERNATIONAL, L.L.C.

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



CENTRAL TRADING COMPANY, LTD.               HOWE-BAKER ENGINEERS, LTD.

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



CHICAGO BRIDGE & IRON (ANTILLES) N.V.       HOWE-BAKER HOLDINGS, L.L.C.

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



CHICAGO BRIDGE & IRON COMPANY B.V.          HOWE-BAKER MANAGEMENT, L.L.C.

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



CMP HOLDINGS B.V.                           HOWE-BAKER, L.P.

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



PACIFIC RIM MATERIAL SUPPLY COMPANY, LTD.   MATRIX ENGINEERING, LTD.

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


                                                      Sidley Austin Brown & Wood

Signature page to amended and restated 364-DAY credit agreement
Dated August, 2002

<PAGE>

HBI HOLDINGS, L.L.C.                        CONSTRUCTORS INTERNATIONAL, L.L.C.

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


HOWE-BAKER INTERNATIONAL                    SOUTHERN TROPIC MATERIAL
MANAGEMENT, L.L.C.                          SUPPLY COMPANY, LTD.

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



A&B BUILDERS, LTD.                          XL TECHNOLOGY SYSTEMS, INC.

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



MATRIX MANAGEMENT SERVICES, L.L.C.          CB&I (NIGERIA) LIMITED

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



CALLIDUS TECHNOLOGIES
INTERNATIONAL, L.L.C.                       CHICAGO BRIDGE & IRON (ESPANA) S.A.

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



CALLIDUS TECHNOLOGIES, L.L.C.               ULTRAPURE SYSTEMS (ASIA PACIFIC)
                                            PTE. LTD.

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


                                                      Sidley Austin Brown & Wood

Signature page to amended and restated 364-DAY credit agreement
Dated August, 2002

<PAGE>

CBI CONSTRUCTORS S.A.
(PROPRIETARY) LIMITED                       ARABIAN CBI LTD.

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


CBI EASTERN ANSTALT                         CBI (PHILLIPINES), INC.

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


                                                      Sidley Austin Brown & Wood

Signature page to amended and restated 364-DAY credit agreement
Dated August, 2002

</TEXT>
</DOCUMENT>
